BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

) Application of ) ) SPIRIT AIRLINES, INC. ) Docket DOT-OST-2011- ) for Frequency Allocation ) (U.S.-Colombia) ) )

APPLICATION OF SPIRIT AIRLINES, INC. FOR FREQUENCY ALLOCATION

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 (202) 331-3348 (telephone) (202) 331-3933 (facsimile) Attorneys for SPIRIT AIRLINES, INC.

September 15, 2011BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

) Application of ) ) SPIRIT AIRLINES, INC. ) Docket DOT-OST-2011-___ ) for Frequency Allocation ) (U.S.-Colombia) ) )

APPLICATION OF SPIRIT AIRLINES, INC. FOR FREQUENCY ALLOCATION

Pursuant to the Notice Inviting Applica tions issued by the Department on August 31, 2011, Spirit Airlines, Inc. (“Spirit”) app lies for an allocation of 14 of the 42 new scheduled combination frequencies, 21 of which are available now and 21 of which become available January 1, 2012, for U.S. – Colombia frequency-restricted routes pursuant to the ad referendum agreement between the United States and Colombia, signed May 10, 2011 (the “Agreement”). Spirit has proven its strong commitment to serving the Colombia market. It now serves four Colombian cities – Bogotá, Me dellin, Cartagena and Armenia. Passengers have found its low fare service to be very attractive, and with the additional requested frequencies, it will continue to stimulate traffic in this important market. The anticipated signing of the U.S.-Colombia free trade agreem ent will lead to an increased demand for

service in the South Florida- Bogotá market – demand which Spirit is well positioned to

service on behalf of the U.S.Spirit Airlines Application U.S.-Colombia Frequencies Page 2 of 7

Spirit plans to use the 14 frequencies to operate two additional daily flights between Fort Lauderdale and Bogotá and co ntinue on to the beyond points, Quito and Guayaquil, Ecuador. 1 In addition, if Spirit is awarde d 14 FLL-BOG frequencies, it will be able to adjust the schedule on its existi ng seven FLL-BOG frequencies to provide new connecting service to Lima, Peru. Accordingly, Spirit’s proposed new service will greatly enhance competition in the South Florida-B ogotá market, enable Spirit to improve connecting service to U.S. c ities behind Fort Lauderdale, bring new service to Ecuador where available frequencies and bilateral rights are going unused, as well as enhance service to Lima, Peru. Spirit plans to initiate year-round service on these routes in April 2012. 2 Of the 14 frequencies, seven will be operated with a 178 seat Airbus 320 and seven will operate with a 145 seat Airbus 319. Spirit is acquiring 33 new aircraft over the next five years,

five of which will be delivered within the next six months. The equipment necessary to operate the requested frequencies will be available by the proposed April start date. Attached as Exhibit NK-1 is a proposed schedule based on operating a daily Fort Lauderdale-Bogotá-Quito flight and a daily Fort Lauderdale-Bogot á-Guayaquil flight. 3 Spirit cannot accept less then the 14 fr equencies for use on th e FLL-BOG route. A minimum of 14 frequencies is required to enable the carrier to effectively compete

1 Concurrent with this Application, Spirit is filing an exemption application to engage in scheduled foreign air transportation of persons, property and mail between points in the United States, and points in Ecuador and requesting the U.S. to designate Bogotá as one of the 15 intermediate points as provided in the recent Protocol with Ecuador. 2 Operation will decrease slightly by season, thus tw o of the seven frequencies on each route would not operate during the limited period from early September 5, 2012 to November 14, 2012. 3 Spirit initially plans to operate seven (7) FLL- BOG-UIO frequencies and seven (7) FLL-BOG-GYE frequencies. However, the frequencies to beyond points Quito and Guayaquil may vary depending on demand in those markets. The fourteen (14) frequencies to Bogotá will continue to be used regardless of any variation in frequency to the beyond points.Spirit Airlines Application U.S.-Colombia Frequencies Page 3 of 7

against the substantial servic e now offered by American a nd two Colombian carriers in

the South Florida market. When added to the seven frequencies Spirit already operates to Bogotá, these additional frequencies will enable Spirit to spread fli ghts across the day and provide a schedule that is as attractive as that of its competitors. An allocation of less than 14 frequencies will not allow Spirit to provide competitive patterns of service to beyond points in Ecuador and to effectively stim ulate that market with low fare service. As noted the new authority would also en able Spirit to operate a daily one-stop via Bogota to Lima. Currently Spirit ope rates a daily non-st op during May through August, but only a weekly roundtrip from Se ptember through April. The one-stop will enable Spirit to offer more seats and a consis tent annual product in that market which will enhance competition. With 21 total FLL-BOG frequencies, Spirit can operate one-stop service to Lima while still maintaining an attr active pattern of three daily flights to/from Bogotá. All 21 frequencies are ne cessary to increase service to Lima and to begin service

to Ecuador. In support of this applicati on, Spirit states as follows:

1. Spirit has dedicated significant reso urces to developing a strong presence

in the Caribbean and South American market and in particular in the U.S.-Colombia market. Spirit currently operates daily Fort Lauderdale – Bogotá, 4 and Fort Lauderdale –

Medellin service. 5 Spirit also serves Cartagena and Armenia, both Open Skies points. Spirit has consisten tly sought additional Colombian frequencies whenever they become

available.

4 Order 2008-5-27. (seven frequen cies granted in the 2007/2008 Colombia Frequency Proceeding 5 Order 2008-12-1.(seven frequencies reallocated to Spirit after being returned to the Department by Continental)Spirit Airlines Application U.S.-Colombia Frequencies Page 4 of 7

2. Since Spirit initiated Fort Lauderd ale-Bogotá service in July 2008 and brought low fare competition to that market , average fares have dropped and passenger traffic has increased. Spirit sees even fu rther room for growth and downward price competition. Since it entered the market, and despite a bad economy and rising fuel prices generally, U.S. carrier local fares between South Florida and B ogotá have dropped 20% while local passengers have increased 17%. See Exhibit NK-2. Importantly, based on the last census, the Census Bureau projected 18.5% growth in South Florida’s Colombian population between 2007 and 2009, increasing the need for more direct service between South Florida and Bogotá. Spirit’s FLL-BOG flights operate at an average 85% load factor. While Spirit has only 26% of the U.S. car rier seats in the market it carries 38% of the local market and 28% of combined local and connecting passengers. There is clearly more demand for Spirit’s service between South Florida and B ogotá than Spirit can accommodate with only seven frequencies. 6 With a schedule of flights between FLL and BOG that better matches the service offered by American and Avianca, Spirit’s positive effect on prices in the market will increase, resulting in even lower average fares.

3. Spirit proposes to extend the weekly 14 flights to points beyond Bogotá – specifically, seven to Quito and seven to Guay aquil, Ecuador. Spirit’s one-stop service to

Ecuador will institute first-ever low fare service to Ecuador, and inject needed price competition into this foreign carrier dominate d market. By providing service via Bogotá, Spirit will be able to provide those cities wi th substantial low-fare service as well as connecting opportunities throughou t Spirit’s domestic syst em. Without the additional

6 Additionally, providing beyond service to Ecuador and Peru on Spirit flight s to Bogotá will increase Spirit’s ability to sustain increased service to Bogotá.Spirit Airlines Application U.S.-Colombia Frequencies Page 5 of 7

FLL-BOG frequencies to provide an in termediate stopping point, Spirit cannot reasonably serve these two cities and maximize use of hard-bargained for U.S. carrier rights under the U.S.-Ecuador Air Transport Agreement.

4. Significantly, the Department in th e Colombia Frequency Proceeding recognized Spirit’s ability to promote competitio n in restricted entry markets, noting that, if more frequencies had been available, it w ould have liked to have awarded them to new entrants like Spirit to “further enhance their competitive stance against the incumbent

carriers.” Order 2008-3-4 at 15. As discussed above, allocation of frequencies to Spirit has positively affected the price and variet y of service offered between the U.S. and Colombia. Award of the 14 requested freque ncies will continue the price and service trend that began upon Spirit’s entrance into the market in 2008 and will extend that positive influence to the U.S.-Ecuador market.

5. The Department has repeatedly found Spirit fit, willing, and able to provide scheduled air transportati on of persons, property, and mail 7 Spirit holds a Certificate of Public Convenience and Necessity to provide interstate air transportation of persons, property and mail (Order 98-7-6), a Certificate of Public Convenience and Necessity for foreign air transportation of persons, property, and mail to all open-skies countries (Order 2007-7-3), and a Certificate of Public Convenience and Necessity for limited entry and unlimited entry to foreign markets. 8 There have been no material changes within the company that would affect those prior fitness findings.

7 Spirit requests that the Department take official notice of the financial information it provides the Department on a regular basis in its Form 41 reports. 8 See Order 2010-1-12.Spirit Airlines Application U.S.-Colombia Frequencies Page 6 of 7

6. The public interest requires, as re cognized by § 40101(a)(10), that the Department seek to avoid “unreasonable industry concentration, excessive market domination, monopoly powers, and ot her conditions that would te nd to allow at least one carrier or foreign air carrie r to unreasonably increase prices , reduce services, or exclude competition in air transportation.” In add ition, the Department must ensure “the availability of a variety of adequate, economic, efficient, and low-priced services...” § 40101(a)(4). Allocation of the 14 requested combination fre quencies to Spirit, an Ultra Low Cost Carrier, will strengthen competition and expand consumer travel options in two restricted markets. Spirit’s increased servi ce to Bogotá and connecting service to Ecuador will further promote competition in the alr eady competitive South Florida-Bogotá market as well as provide first ever low fare servic e to Ecuador, opening up this market for a new

class of travelers. 7. Spirit estimates that annual fuel consumption for its proposed new services

will not exceed the ten million gallon threshold specified in Section 313.4(a)(1) of the Department’s regulations. See Exhibit NK-3. Approval of Spir it’s application does not qualify as a major regulatory action under Part 313 of the Department’s rules.

WHEREFORE, for the reasons described above , and because Spirit is prepared to use the 14 requested Colombia frequencies to promote competition, provide low fares,

and maximize service in restricted market s, Spirit respectfully requests that the Department grant its Application for an allocation of 14 combinati on frequencies to beSpirit Airlines Application U.S.-Colombia Frequencies Page 7 of 7

used by Spirit for scheduled foreign air transportation between Fort Lauderdale and Bogotá, Colombia, and beyond to points in Ecuador. Spirit further requests any additional ex emption authority or other relief the Department may deem necessary for it to operate these frequencies.

Respectfully Submitted,

Joanne W. Young David M. Kirstein Kirstein & Young PLLC 1750 K Street N.W. Suite 200 Washington, D.C. 20006 (202) 331-3348 (telephone) (202) 331-3933 (facsimile) Attorneys for SPIRIT AIRLINES, INC.CERTIFICATE OF SERVICE I hereby certify that I have this day served the foregoing “Application of Spirit Airlines, Inc. for Frequency Allocation” 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 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, 2011SPIRIT AIRLINES BOGOTÁ PROPOSED SCHEDULE

TOTAL TOTAL ELAPSED ELAPSED DEPART ARRIVE FLIGHT STP/VIA FREQ EQP TIME DEPART ARRIVE FLIGHT STP/VIA FREQ EQP TIME *** BOGOTÁ, COLOMBIA [ BOG ] *** TO ATLANTA, GA [ATL] FROM ATLANTA, GA [ATL] 6:00a 5:58p 974/600 1/FLL Daily 320/319 10:58 7:00a 1:20p 231/807 1/FLL Daily 319 7:20 2:10p 11:29p 400/230 1/FLL Daily 319 8:19 TO ATLANTIC CITY, NJ [ACY] FROM ATLANTIC CITY, NJ [ACY] 6:00a 5:28p 974/262 1/FLL Daily 320/321 10:28 7:00a 1:20p 259/807 1/FLL Daily 320/319 7:20 2:10p 11:03p 400/268 1/FLL Daily 319/320 7:53 12:29p 9:00p 235/975 1/FLL Daily 319/320 9:31 TO BOSTON, MA [BOS] FROM BOSTON, MA [BOS] 2:10p 12:16a+1 400/126 2/FLL Daily 319/320 8:06 5:25a 1:20p 103/807 2/FLL Daily 320/319 8:50 TO CHICAGO, IL - O'HARE [ORD] FROM CHICAGO, IL - O'HARE [ORD] 6:00a 6:54p 974/436 1/FLL Daily 320/319 12:54 5:30a 1:20p 409/807 1/FLL Daily 320/319 7:50 2:10p 10:27p 400/464 1/FLL Daily 319/320 8:17 9:48a 9:00p 433/975 1/FLL Daily 319/320 11:12 TO DALLAS/FORT WORTH, TX [DFW] FROM DALLAS/FORT WORTH, TX [DFW] 2:10p 10:15p 400/971 1/FLL Daily 319/320 8:05 6:00a 1:20p 972/807 1/FLL Daily 320/319 7:20 TO DETROIT, MI [DTW] FROM DETROIT, MI [DTW] 2:10p 11:09p 400/380 1/FLL Daily 319/320 7:59 6:45a 1:20p 417/807 1/FLL Daily 320/319 7:35 TO FORT LAUDERDALE, FL [FLL] FROM FORT LAUDERDALE, FL [FLL] 6:00a 10:45a 974 0 Daily 320 3:45 5:35a 8:20a 805 0 247 319 3:45 2:10p 6:55p 400 0 Daily 319 3:45 6:10a 8:55a 805 0 1356 319 3:45 6:35p 11:20p 402 0 247 319 3:45 10:35a 1:20p 807 0 Daily 319 3:45 7:10p 11:55p 402 0 1356 319 3:45 6:15p 9:00p 975 0 Daily 320 3:45 TO GUAYAQUIL, ECUADOR [GYE] FROM GUAYAQUIL, ECUADOR [GYE] 9:00a 10:45a 805 0 247 319 1:45 11:25a 1:10p 400 0 247 319 1:45 2:00p 3:45p 807 0 1356 319 1:45 4:25p 6:10p 402 0 1356 319 1:45 TO LAS VEGAS, NV [LAS] FROM LAS VEGAS, NV [LAS] 2:10p 11:45p 400/971 2/FLL Daily 319/320 11:35 12:50a 1:20p 972/807 2/FLL Daily 320/319 10:30 10:00p 8:55a+1 954/805 1/FLL 2457 319 8:55 TO LIMA, PERU [LIM] FROM LIMA, PERU [LIM] 10:00p 1:00a+1 975 0 Daily 320 3:00 1:50a 5:00a 974 0 Daily 320 3:10 TO LOS ANGELES, CA [LAX] FROM LOS ANGELES, CA [LAX] 2:10p 11:05p 400/339 1/FLL Daily 319 10:55 11:00p 1:20p+1 310/807 1/FLL Daily 319 12:20 TO MYRTLE BEACH, SC [MYR] FROM MYRTLE BEACH, SC [MYR] 2:10p 9:42p 400/126 1/FLL Daily 319/320 6:32 8:12a 1:20p 103/807 1/FLL Daily 320/319 6:08 TO NEW YORK, NY - LAGUARDIA [LGA] FROM NEW YORK, NY - LAGUARDIA [LGA] 6:00a 2:46p 974/180 1/FLL Daily 320 7:46 6:45a 1:20p 705/807 1/FLL Daily 320/319 7:35 2:10p 10:57p 400/710 1/FLL Daily 319/320 7:47 10:50a 9:00p 197/975 1/FLL Daily 321/320 11:10 TO NIAGARA FALLS/BUFFALO, NY/TORONTO, ON [IAG] FROM NIAGARA FALLS/BUFFALO, NY/TORONTO, ON [IAG] 2:10p 12:30a+1 400/416 1/FLL 247 319 9:20 1:55a 8:55a 647/805 1/FLL 135 319 8:00 TO ORLANDO, FL [MCO] FROM ORLANDO, FL [MCO] 2:10p 8:58p 400/676 1/FLL Daily 319 5:48 8:45a 1:20p 675/807 1/FLL Daily 319 5:35 TO PLATTSBURGH, NY/MONTREAL, QC [PBG] FROM PLATTSBURGH, NY/MONTREAL, QC [PBG] 2:10p 12:45a+1 400/450 1/FLL 1356 319 9:35 1:35a 8:20a 451/805 1/FLL 247 319 7:45 1:35a 8:55a 451/805 1/FLL 6 319 8:20 TO QUITO, ECUADOR [UIO] FROM QUITO, ECUADOR [UIO] 9:35a 11:00a 805 0 1356 319 1:25 11:40a 1:10p 400 0 1356 319 1:30 2:00p 3:25p 807 0 247 319 1:25 4:05p 5:35p 402 0 247 319 1:30 TO TAMPA/ST. PETERSBURG, FL [TPA] FROM TAMPA/ST. PETERSBURG, FL [TPA] 2:10p 9:01p 400/642 1/FLL Daily 319 5:51 9:06a 1:20p 639/807 1/FLL Daily 319 5:14 TO WASHINGTON, DC - REAGAN NATIONAL [DCA] FROM WASHINGTON, DC - REAGAN NATIONAL [DCA] 6:00a 3:59p 974/394 1/FLL Daily 320/319 7:59 7:00a 1:20p 827/807 1/FLL Daily 320/319 7:20 2:10p 10:29p 400/816 1/FLL Daily 319/320 7:19 10:06a 9:00p 301/975 1/FLL Daily 320 9:54 Flights highlighted in yellow are new nonstop and connections created from added frequencies.

Note: BOG, UIO, GYE and LIM departure and arrival times are one hour later than shown between November and March each year (du ring U.S. standard time).

Notes that apply to all schedule information

Additional flights would operate with either Airbus A319 aircraft with 145 seats (319) or Airbus A320 aircraft with 178 seats ( 320). All times shown are local as of the effective date of the schedule shown. There are no time differences except during daylight savings time because: - Fort Lauderdale is GMT-5 (GMT-4 during daylight savings time). - Bogotá is GMT-5 year round. - Local times in Bogotá are the same as U.S. times except the will be one hour earlier during U.S. daylight savings timeAirline Performance Report for US carriers in South Florida - Bogota marketNumbers are per day each way unless otherwise notedAvgAvgAvgAvg AvgAvgAvgAvgDaily Daily Daily Daily Daily Daily Daily DailyYearAirline City Pair Lcl Pax Seg PaxSeats RTs Seg LF Lcl Pax%Lcl Fare Seg FareYE4Q07 American MIA-BOG 183.3394.3504.42.078.2% 46.5% 232.77$ 202.62$YE4Q08 American MIA-BOG 197.5401.9537.42.174.8% 49.1% 221.44$ 203.85$YE4Q09 American MIA-BOG 156.2325.5413.92.078.6% 48.0% 199.87$ 186.97$YE4Q10 American MIA-BOG 132.4317.6408.52.077.8% 41.7% 223.36$ 196.46$YE4Q07 Spirit FLL-BOGYE4Q08 Spirit FLL-BOG 40.148.863.50.476.9% 82.2% 101.41$ 100.08$YE4Q09 Spirit FLL-BOG 86.8114.9144.31.079.6% 75.5% 128.45$ 122.58$YE4Q10 Spirit FLL-BOG 81.4121.9141.91.085.9% 66.8% 125.08$ 115.39$YE4Q07 SOF-BOG 183.3394.3504.42.078.2% 46.5% 232.77$ 202.62$YE4Q08 SOF-BOG 237.6450.7600.92.675.0% 52.7% 201.16$ 192.61$YE4Q09 SOF-BOG 243.0440.4558.23.078.9% 55.2% 174.37$ 170.17$YE4Q10 SOF-BOG 213.8439.5550.43.079.8% 48.7% 185.93$ 173.97$Change in US carrier-operated size of South Florida - Bogota market since Spirit's entry2010 vs 2007 SOF-BOG 17% 11% 9% 45% -20% -14%Spirit's share of South Florida - Bogota market operated by US carriersYE4Q08 17% 11% 11% 17%YE4Q09 36% 26% 26% 33%YE4Q10 38% 28% 26% 33%Notes:- Spirit began service to Bogota in July 2008.- Foreign Flag data is not included, which excludes data from Avianca and Aires, two Colombian carriers that have also operated in these markets.- Pax, Seats, RTs, and LF are derived from T-100. Lcl %, Fare data, are derived from U.S. DOT O&D. Aircraft-type RTs are derived fromactual schedules published by the carriers.- Fare and/or Revenue figures do not include other revenue (cargo, fees, etc.)- Lcl = Local, Seg = Flight Segment, RTs = Round Trips, LF = Load FactorSource: Diio Mi Airline Performance Tool, T-100, and DB1B data sourcesSPIRIT AIRLINES Fuel estimates for new services

FLL-BOG-FLL, 7 frequencies per week 1,971,000 gallons per year on an A319 FLL-BOG-FLL, 7 frequencies per week 2,107,875 gallons per year on an A320 BOG-UIO-BOG, 7 frequencies per week 788,400 gallons per year on an A319 BOG-GYE-BOG, 7 frequencies per week 919,800 gallons per year on an A319 BOG-LIM-BOG, 7 frequencies per week 1,731,268 gallons per year on an A320