BEFORE THE U.S. DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

___________________________________________ ) Joint Application of ) ) REPUBLIC AIRLINE INC. and ) FRONTIER AIRLINES, INC ) Docket No. OST-2009- ) for an exemption pursuant to 49 U.S.C. § 40109 ) (U.S. – Mexico) and notifica tion of codesharing ) arrangement ) ___________________________________________ ) Joint Application of Republic Airline Inc. for an Exemption and Request of Republic Airline Inc. and Frontier Airlines, Inc. for Notice of Codesharing Arrangement Communications with respect to this document should be directed to: Kenneth P. Quinn Jennifer E. Trock PILLSBURY WINTHROP SHAW PITTMAN LLP 2300 N Street NW Washington, DC 20037 Phone: (202) 663-8000 Fax: (202) 663-8007 Email: kquinn@pillsburylaw.com jennifer.trock@pillsburylaw.com

Counsel for Frontier Airlines NOTICE: Republic and Frontier expedited treatment of this application. Republic will poll the parties and advise the Department of the results. January 5, 20102 BEFORE THE U.S. DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

___________________________________________ ) Joint Application of ) ) REPUBLIC AIRLINE INC. and ) FRONTIER AIRLINES, INC ) Docket No. OST-2009- ) for an exemption pursuant to 49 U.S.C. § 40109 ) (U.S. – Mexico) and notifica tion of codesharing ) arrangement ) ___________________________________________ )

Joint Application of Republic Airline Inc. for an Exemption and Request of Republic Airline Inc. and Frontier Airlines, Inc. for Notice of Codesharing Arrangement

Pursuant to 49 U.S.C. § 40109 and Subpart C of the Rules of Practice of the Department of Transportation (the “Department”), Republic Airline Inc. (“Republic”), d/b/a Midwest Airlines, 1 respectfully requests an exemption from 49 U.S.C. § 41101 aut horizing Republic to provide scheduled foreign air tr ansportation of persons, property, and mail between points in the United States and Mexico, through codesharing on flights operate d by Frontier Airlines, Inc. (“Frontier”). Pursuant to the Department’s Order Simplifying Licensing for Certain U.S.- Mexico Code-Sharing Arrangements, 2 Republic and Frontier also re quest that the Department notify the Mexican authorities regarding Repub lic’s proposed U.S.-Mexico codeshare service pursuant to the U.S.-Mexico Air Transport Services Agreement. Republic requests that the exemption be effective for a period of two year s or until 90 days after issuance of corresponding certificate authority, whichever occurs earlier. Republic seeks expedited approval of this application and intends to conduct a polling of all carrier parties listed on the service list.

1 See Republic Airline Inc., Notice of Registra tion of Trade Name (Oct. 6, 2009). 2 Order OST-2008-0076 (March 12, 2008).3 In support of this application, Republic states the following:

1. Republic seeks exemption author ity to provide scheduled fo reign air transportation of persons, property, and mail thr ough codesharing on flights operat ed by Frontier on the following city pairs: Cancun, Mexico (CUN) and: Denver, CO (DEN) Indianapolis, IN (IND) Kansas City, MO (MCI) St. Louis, MO (STL) Salt Lake City (SLC) Puerto Vallarta (PVR) and: Denver Kansas City Cozumel (CZM), Mazatlan (MZT), a nd San Jose del Cabo (SJD) and: Denver Republic intends to place its code 3 on all of Frontier’s operat ions on these city pairs beginning as soon as Republic has obtained the nece ssary approvals. Frontier serves the routes from Denver to Cancun, Puerto Vallarta, and San Jose del Cabo year-round and serves the others on a seasonal basis. Frontier has exemption authority from the Department and is already serving the U.S.-Mexico routes on whic h Republic intends to place its code. 4

2. The proposed service will provide significant benefits to travelers and shippers. Republic’s proposed codeshare service will enha nce competition in the U.S.-Mexico market by providing online service from Re public’s network in the United States to Frontier’s Mexican destinations. The new travel options Republic will offer through this arrangement, combined with the efficiency of codesh aring on Frontier’s existing operations, will enable Republic to

3 Republic, pursuant to the acquisition of Midwest Airlin es, Inc. (“Midwest”) by Republic Airways Holdings, Inc., which wholly owns Republic, requeste d that IATA issue Midwest’s “YX” code to Republic. Republic will place the “YX” code on all its flights, in cluding the codeshares with Frontier. 4 See Notices of Action Taken in Docket OST-2009-0215 (Sept. 9, 2009) and Dockets OST-2005-21033, OST2002-13061, OST-2002-13011, OST-2004-17466, OST-2004-17467, and OST-2003-15371 (Mar. 27, 2009).4 compete effectively with other carriers on U.S.-Mexico routes.

3. The proposed Republic/Frontier codeshare serv ice is fully consistent with the U.S.- Mexico bilateral aviation agreem ent. Annex III on cooperative marketing arrangements allows up to ten U.S. airlines to codesh are on any U.S.-Mexico city pair. 5 Including Republic, fewer

than ten U.S. airlines will codeshare on each r oute associated with Republic’s application. Approval of Republic’s application will not preven t other U.S. carriers from providing codeshare services in any city-pair market.

4. Republic is fit, willing, and able to provide the proposed services described in this application. It holds certificates of public conve nience and necessity authorizing it to engage in

scheduled interstate and fo reign air transportation of persons, property, and mail. 6 Republic has previously held exemption authority to serve many of the U.S.-Mexico routes encompassed by this application. 7

5. Republic will comply with the Departme nt’s standard policies and regulations governing codesharing.

6. Republic respectfully requests that the De partment grant the requested exemption authority on an expedited basis to enable Republic to begin the proposed codeshare services as soon as possible. Republic will poll all air carrier parties serv ed with this application to determine whether any carrier in tends to file an objection. WHEREFORE, Republic respectfully requests an exemption from 49 U.S.C. § 41101 to

5 Agreement Between the Government of the United States of America and the Government of the United Mexican States Amending the Air Transport Agreement of August 15, 1960, as Amended and Extended, Annex III, Cooperative Marketing Arrangements at ¶ 3 (Entered into force Jul. 18, 2006). 6 Application of Republic Airline Inc., Order Amending Certificate, Order 2009-9-13 (Sep. 21, 2009) (interstate certificate); In the Matter of Blanket Open-Skies Authority, Order Issuing Certificates, Order 2008-4-26 (Apr. 15, 2008) (foreign certificate). 7 See Letter from Patrick R. Rizzi to Paul L. Gretch Re: Dormanyc Notice of Republic Airline Inc. (U.S.-Mexico Routes) (Jun. 23, 2008) (relinquishing exemption authority for U.S.-Mexico routes, including Denver to Cancun, Mazatlan, Puerto Vallarta, and San Jose del Cabo, and Kansas City to Cancun).5 provide scheduled foreign air tr ansportation of persons, property, and mail between points in the

U.S. and Mexico via a codeshar e with Frontier, and Republic and Frontier request that the Department notify Mexican authorities about Repub lic’s proposed codeshare service. Republic asks that the exemption be issued for a two-ye ar period and seeks exped ited approval of this application.

Respectfully submitted,

Kenneth P. Quinn Jennifer E. Trock PILLSBURY WINTHROP SHAW PITTMAN LLP 2300 N Street, N.W. Washington, D.C. 20037 Tel: (202) 663-8000 Fax: (202) 663-8007 E-mail: kquinn@pillsburylaw.com jennifer.trock@pillsburylaw.com

Counsel for Frontier Airlines

January 5, 2010