\\DC - 040601/000003 - 3423056 v4 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

MOTION OF REPUBLIC AIRLINE INC. FOR AN AMENDMENT TO 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. July 18, 2012\\DC - 040601/000003 - 3423056 v4 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
July 18, 2012

MOTION OF REPUBLIC AIRLINE INC. FOR AN AMENDMENT TO SLOT SLIDE EXEMPTION AUTHORITY Republic Airline Inc. (“Republic”) hereby moves the Department to amend the “slot slide” exemption authority granted in DOT Order 1999-11-4 in order to permit Republic the flexibility to serve Omaha, Nebraska (in addition to Milwaukee, Wisconsin), depending on its assessment of market conditions. Specifically, Republic requests that the designated destination for slots #4126/1236 and #4124/1087 be changed to permit it to use the slot slide exemptions for service to Omaha or Milwaukee. Republic requests expeditious action on this request. The requested amendment meets the statutory requirements in 49 U.S.C. § 41714(d) and is fully consistent with the public interest and Department policy. By allowing Republic the flexibility to alter the use of its slot slide exemption, the Department will enable Republic to use its scarce DCA slots more efficiently and to match more closely its services to the demands of the marketplace. Republic uses the slots to provide service to Milwaukee under the Frontier Airlines brand. Frontier has significantly reduced its overall service levels at Milwaukee. As of June 2, Frontier offers only 8 daily flights to/from Milwaukee, down from over 80 daily flights aMotion of Republic Airline Page 2

\\DC - 040601/000003 - 3423056 v4 year ago. As a result of these service adjustments, Frontier would like the flexibility to utilize these slots more effectively and productively.

I. BACKGROUND. By DOT Order 1999-11-4, the Department granted an exemption to Midwest Express Airlines (“Midwest Express”) enabling the carrier to slide two 2100 slots at Ronald Reagan Washington National Airport (“Washington National” or “DCA”) to 1400 and 1500, respectively, for service to/from Milwaukee, Wisconsin. By DOT Notice, issued April 14, 2011 (Docket DOT-OST-1999-6240), the Department approved Republic’s application to retain these slot slide exemptions (and, in the case of #4124, to re-time the slot slide from 1400 to 1700). Pursuant to this Motion, Republic requests that the Department amend the slot slide exemption order so that Republic can alter its use of these slots consistent with the Statute and Department precedent.

II. DISCUSSION. 1. Republic requests that the designated destination for slots #4126/1236 and #4124/1087 – as slid pursuant to the exemption granted by DOT Order 1999-11- 4 and modified by DOT Notice, issued April 14, 2011 – be changed to permit it to use the slot slide exemptions for service to Omaha or Milwaukee. 2. Approval of this request would be fully consistent with the public interest, the Statute’s “exceptional circumstances” standard, and DOT precedent. These slot slide exemptions are operated by Republic under the “Frontier Airlines”Motion of Republic Airline Page 3

\\DC - 040601/000003 - 3423056 v4 brand. By permitting Republic d/b/a Frontier to change the designated destination served with these two slot slide exemptions, the Department would enable Republic d/b/a Frontier to use its scarce DCA slots and slot exemptions more efficiently and productively. As noted above, Frontier has dramatically reduced service at Milwaukee and shifted resources to other, more economically productive routes. Allowing Republic d/b/a Frontier to use these slots to serve Omaha will enable Frontier to better align its LCC services to its revamped route structure to better meet consumer demand and to more effectively compete in the marketplace. 3. As a preliminary matter, the requested amendment satisfies the “statutory operational requirements” under 49 U.S.C. § 41714(d)(1)(A)-(E) as follows:

 It does not involve new or additionalslot slide exemption requests, nor does it seek any modifications to the slot slide times

.

 It would not result in an increase in the total number of slots per day at DCA or the total number of slots at DCA from 7:00 a.m. to 9:59 p.m.;

 It would not increase the number of operations at DCA in any one-hour period by more than two operations;

 It would not result in the withdrawal or reduction of slots operated by an air carrier or a net increase in the noise impact on surrounding communities.

 It merely seeks an amendment to the designated destination for which the slot slide exemption at issue may be used. 4. In terms of the “exceptional circumstances” requirement and the public interest, changing the designated destination to add Omaha would enable RepublicMotion of Republic Airline Page 4

\\DC - 040601/000003 - 3423056 v4 to enhance its service, more effectively develop and market its DCA services, and better meet demand and the needs of the destination communities. Indeed, the Department has previously concluded that these justifications for service to underserved Midwest destinations, such as Omaha, by a carrier with limited DCA access satisfied the “exceptional circumstances” standard. See Midwest Express, DOT Order 1994-9-49, at 3 (granting slot slide exemption for service to Omaha because it would address the important “needs of the communities of Nebraska, especially Omaha and its surrounding communities”); see also Midwest Express, DOT Orders 1999-11-4, at 4; 2000-7-20, at 4, 2000-10-27, at 2, and 2001-3-17, at 2. 5. The requested amendment to this slot slide exemption authority would enable Republic to bolster its service to Omaha to meet market demand. It would enable Republic d/b/a Frontier to operate a conveniently-timed third daily nonstop flight between DCA and Omaha to help meet the vitally important and continuing service needs in Nebraska and western Iowa. In fact, Reagan Washington National Airport is among Omaha’s top 5 O&D destinations, and Washington D.C. (DCA/IAD/BWI) is among Omaha’s top 5 destinations. Moreover, Frontier Airlines (with service operated by Republic) continues to be the chosen carrier – based on service and price – for government travel between DCA and Omaha in CY 2012 under the GSA’s City-Pair Program, and thus an additional daily service to Omaha would offer government employees greater low-fare service options for traveling between these two communities. 6. Republic’s request is fully consistent with Department precedent. In DOT Order 2006-3-9, the Department approved a request by Spirit Airlines to amendMotion of Republic Airline Page 5

\\DC - 040601/000003 - 3423056 v4 its slot slide exemption authority in order to permit it to add Detroit as a designated destination in addition to Ft. Lauderdale under that authority. The Department noted that there “are no additional statutory impediments in amending existing slot exemption requests to revise the markets served . . . to/from DCA and allow for increased flexibility and account for changes in market conditions.” DOT Order 2006- 3-9, at 3. The Department also found that Spirit’s request met the “exceptional circumstances” standard because Spirit had a very small, constrained service pattern at DCA and the ability to serve Detroit as an additional point enabled Spirit to operate its services “more efficiently and more closely match its services to the dynamic demand patterns the industry is currently experiencing.” Id. The same rationale holds true for Republic’s request to add Omaha as a designated destination. 7. The benefits of this amendment to Republic’s slot slide exemption clearly meet the public interest standard. Frontier provides highly beneficial LCC services, providing consumers with low-fare competitive benefits. In light of Frontier’s service reduction at Milwaukee, the use of the slot slide exemptions will enable Frontier to adjust its LCC branded service to more effectively and efficiently meet consumer demand. Moreover, Republic d/b/a Frontier has few DCA slots relative to its larger LCC and mainline competitors. Given its small presence and very limited flexibility at DCA, the exceptional circumstances standard is clearly fulfilled.

III. CONCLUSION. Republic’s Motion fully satisfies the statutory criteria and the “exceptional circumstances” standard, and is consistent with DOT policy and precedent.Motion of Republic Airline Page 6

\\DC - 040601/000003 - 3423056 v4 Accordingly, Republic urges the Department to expeditiously grant this Motion to amend its slot slide exemption authority as discussed herein.

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.Motion of Republic Airline Page 7

\\DC - 040601/000003 - 3423056 v4 CERTIFICATE OF SERVICE I hereby certify that a copy of the foregoing Application of Republic Airline Inc. for an Amendment to Slot Slide Exemption Authority has been served this July 18, 2012, upon each of the following addressees:
bob.kneisley@wnco.com; msinick@ssd.com; carl.nelson@aa.com; robert.wirick@aa.com; francis.heil@aa.com; james.kaleigh@aa.com; sascha.vanderbellen@delta.com; jhill@dowlohnes.com; jyoung@yklaw.com; dkirstein@yklaw.com; john.fredericksen@suncountry.com; dan.weiss@united.com; howard_kass@usairways.com; barbara.russell@virginamerica.com; esta.rosenberg@dot.gov; brett.kruger@dot.gov; urskr@state.gov; info@airlineinfo.com; brian.ctr.meehan@faa.gov

_____________________________ Patrick Rizzi