\\DC - 040601/000003 - 3483723 v1 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

AMENDMENT TO 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.
August 24, 2012\\DC - 040601/000003 - 3483723 v1 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
August 24, 2012

AMENDMENT TO MOTION OF REPUBLIC AIRLINE INC. FOR AN AMENDMENT TO SLOT SLIDE EXEMPTION AUTHORITY
Republic Airline Inc. (“Republic”) hereby amends its July 18, 2012 motion and requests that the Department amend the “slot slide” exemption authority granted by DOT Order 1999-11-4 as follows: 1. Change the designated destination for slot #4126/1236 to permit Republic to use the slot exemption for service to Madison, Wisconsin, and retime slot #4126/1236 from 1500 to 2000, and 2. Change the designated destination for slot #4124/1087 to permit Republic to use the slot exemption for service to Omaha and retime slot #4124/1087 from 1700 to 1900. These slots are operated by Republic under the “Frontier Airlines” brand. Subsequent to the filing of the July 18, 2012 Motion, Frontier finalized the DCA schedules for the winter 2012/2013 season. Those schedule changes require revision to Republic’s motion to amend the slot exemption for slots #4126/1236 and #4124/1087. Republic submits that the requested amendment meets the statutoryAmendment to Motion of Republic Airline Page 2

\\DC - 040601/000003 - 3483723 v1 requirements in 49 U.S.C. § 41714(d), including the exceptional circumstances criterion, and is fully consistent with the public interest and Department policy. First, the amended request fully 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.

 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. Second, in terms of the “exceptional circumstances” requirement, by allowing Republic d/b/a Frontier the flexibility to alter the use of its slot slide exemption to serve Madison and Omaha, the Department will enable Frontier to use its scarce DCA slots more efficiently and to match more closely its services to the demands of the marketplace. Frontier is a committed low-cost, low-fare competitor widely acknowledged as providing very low fares and high-quality customer service. As the Department stated in DOT Order 2004-4-1, at 19, “Frontier is a new entrant/limited incumbent with a record as a low-fare competitor . . . .” (emphasis added)). Frontier competes vigorously with high-fare legacy carriers at DCA. Frontier holds no High Density Rule slots at DCA and uses a handful of slot exemptions operated by Republic to provide a limited amount of within-perimeter flights under the Frontier brand.Amendment to Motion of Republic Airline Page 3

\\DC - 040601/000003 - 3483723 v1 Currently, these two slots are operated for Frontier branded service to Milwaukee. However, as Republic pointed out in its July 18, 2012 motion, Frontier has substantially reduced service at Milwaukee, down from over 80 daily flights a year ago, to only 8 flights today. By October 28, it will have only 6 flights on peak days. As a result of changes to Frontier’s schedules, Republic d/b/a Frontier needs to be able to use slot #4124/1087 for a flight to Omaha and to use #4126/1236 for a flight to Madison as the only means to enable Frontier to preserve those communities’ only low-fare service to DCA. Republic d/b/a submits that this request meets the statutory requirement of exceptionality because it needs the requested amendment to the slot slide exemptions in order to allow Republic d/b/a Frontier to maintain nonstop service between DCA, on the one hand, and Omaha and Madison, on the other hand. With respect to Madison, Republic d/b/a Frontier is the only airline providing nonstop service to DCA. Delta previously served DCA-Madison but terminated that service in January 2012. As of October 28, 2012, Republic will have only one slot available for service to Madison. It needs to be able to use slot #4126/1236 for a DCA departure at 2000 to Madison in order to be able to maintain one roundtrip in the DCA-Madison market. Republic’s DCA-Madison “Capital-to-Capital” service has been very well received and supported by the Madison community. If Republic’s request is not granted, Madison, the capital of Wisconsin, would lose its only nonstop service to the nation’s capital. Republic submits that clearly establishes “exceptional circumstances.”Amendment to Motion of Republic Airline Page 4

\\DC - 040601/000003 - 3483723 v1 A similar situation would exist at Omaha. As of October 28, Republic will have only a single slot available for service to Omaha and it needs to be able to use slot #4124/1087 at 1900 for a DCA arrival from Omaha to enable it to maintain one roundtrip in the DCA-Omaha market. Republic/Frontier provides the only competitive nonstop service between DCA and Omaha and the only LCC low-fare service on that route. 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 giving Republic the ability to preserve its existing nonstop service would allow government travelers to continue to enjoy a low-fare service option. In the absence of the grant of this amendment, Omaha would lose its only competitive nonstop service and its only nonstop low-fare option between Omaha and DCA. Republic submits that the importance of retaining Frontier’s low-fare service between DCA and Omaha meets the “exceptional circumstances” criterion. Third, giving Republic/Frontier the flexibility to use these slots to maintain nonstop service between DCA and Omaha and Madison is consistent with Department precedent. In DOT Order 2006-3-9, the Department approved Spirit Airlines’ request for slot exemption flexibility to add Detroit as a designated destination, in addition to Ft. Lauderdale. 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 andAmendment to Motion of Republic Airline Page 5

\\DC - 040601/000003 - 3483723 v1 account for changes in market conditions.” DOT Order 2006-3-9, at 3 (emphasis added). 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 would allow Spirit to operate its services “more efficiently and more closely match its services to the dynamic demand patterns the industry is currently experiencing.” Id. See also 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”) and DOT Orders 1999-11-4, at 4; 2000-7- 20, at 4, 2000-10-27, at 2, and 2001-3-17, at 2. The same rationale holds true here. Frontier and Republic have few DCA slots and limited flexibility, and the change to the designated cities is necessary to allow Frontier to continue to provide nonstop DCA-Omaha and DCA-Madison service. Fourth, in addition to meeting the exceptional circumstances criterion, Republic’s request to amend the slot slide exemption meets the public interest standard. Frontier provides highly beneficial LCC services, providing consumers with low-fare competitive benefits. It currently provides the only nonstop service between DCA and Madison and the only low-fare service option between DCA and Omaha. As explained above, the requested change to the use of the slot slide exemptions is critical to enable Frontier to preserve its only nonstop service between Madison and DCA and its only low-fare nonstop service option between Omaha and DCA. GivenAmendment to Motion of Republic Airline Page 6

\\DC - 040601/000003 - 3483723 v1 Frontier/Republic’s small presence and very limited flexibility at DCA, the exceptional circumstances and public interest standards are clearly fulfilled. Finally, with respect to Republic’s request to change the timing of the two slots, Republic contacted the FAA slot administrator’s office, and was advised that there would be no problem with the requested slot time revisions Republic seeks.

CONCLUSION. Republic’s Motion fully satisfies the statutory criteria and the “exceptional circumstances” standard, and is consistent with DOT policy and precedent. 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.\\DC - 040601/000003 - 3483723 v1 CERTIFICATE OF SERVICE I hereby certify that a copy of the foregoing Amendment to Motion of Republic Airline Inc. has been served this 24th day of August, 2012, upon each of the following addressees:
bob.kneisley@wnco.com; marshall.sinick@squiresanders.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; steve.morrissey@united.com; jonathan.linde@united.com; howard_kass@usairways.com; barbara.russell@virginamerica.com; brian.ctr.meehan@faa.gov

Jonathan Echmalian