UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, DC Issued by the Department of Transportation on June 23 , 2010 NOTICE OF ACTION TAKEN -- DOCKET S DOT - OST - 2005 - 20122 and DOT - OST - 2010 - 0 132

_______________________________________________________________________________________________________ ____________ __ This serves as notice to the public of the action described below, taken by the Department official indicated (no additio nal confirming order will be issued in this matter). 1. Docket DOT

- OST

- 2005

- 20122 Appl ication of CONTINENTAL AIRLINES, INC. (Continental), filed 5 / 14 /20 10 for: XX Amendment of exemption under 49 U.S.C. 40109 to the extent necessary to permit Continenta l to display its designator code on flights operated by its foreign code

- share partners on the following services: Scheduled foreign air transportation of persons, property, and mail between points in the United States and points worldwide on a third - coun try code - share basis pursuant to blanket code - sharing statements of authorization previously approved by the Department. 1 2 2. Docket DOT

- OST

- 2010

- 0 1 32 Joint Application of CON TINENTAL , C ONTINENTAL MICRONESIA , I NC . (Continental Micronesia), and AEGEAN A IRLINES SOCIETE ANONYME d/b/a AEGEAN AIRLINES S.A. ( Aegean Airlines) , filed 5/14 /20 10 for: Blanket s tatements of authorization to permit Continental to display the ( A3 *) designator code of Aegean Airlines on Continental ’s flights and Aegean Airlines to di splay the (CO*) designator code of Continental on Aegean Airlines’ flights in conjunction with foreign air transportation of persons, property, and mail on flights : ( 1) between any point or points in the United States and any point or points in any Europe an Union (EU) Member State (e ither nonstop or via intermediate Open Skies points); ( 2) between any point or points in the U.S. and any other point or points in the European Common Aviation Area where an Open Skies agreement is being applied; ( 3) between U. S. points; ( 4) between EU points; (5) beyond the EU to any point or points; and (6 ) beyond the U.S. to any point or points. 3

1 The authorized foreign carriers are: Compania Panamena de Aviacion , S.A. (COPA); Air Canada; Jazz Air LP d/b/a Air Canada Jazz (Air Canada Jazz); British Midland Airways Limited d/b/a bmi (bmi); British Midland Regional Limited d/b/a bmi Regional (bmi Regional); Deutsche Lufthansa AG (Lufthansa); Lufthansa Cityline GmbH (Lufthansa Cityline); Air Dolomiti S.p.A. LARE (Air Dolomiti); Augsburg Airways GmbH (Augsburg); PrivatAir GmbH; PrivatAir S.A.; Contact Air Flugdienst GmbH & Co. (Contact Air); Eurowings Luftverkehrs AG (Eurowings); Cirrus Airlines Luftfahrtgesellschaft m

bH (Cirrus Airlines) ; Asiana Airlines, Inc. (Asiana); Air New Zealand; Scandinavian Airlines System (SAS); and Brussels Airlines N.V./S.A. (Brussels Airlines)
. See Notice s of Action Taken on October 21, 2009, in Dockets 2005

- 20122, DOT

- OST

- 2009

- 0173, DOT

- OST

- 2009

- 0174, and DOT

- OST

- 2009

- 0175 ; November 20, 2009, in Dockets 2005

- 20122 and DOT

- OST

- 2009

- 0277; January 26, 2010, in Dockets DOT

- OST

- 2005

- 20122 and DOT

- OST

- 2009

- 0340; March 11, 2010, in Dockets DOT

- OST

- 2005

- 20122 and DOT

- OST

- 2010

- 0020; and June 9, 20 10, in Dockets DOT

- OST

- 2005

- 20122 and DOT

- OST

- 2010

- 0111. 2 Continental requests that its blanket code

- share exemption authority be amended to the extent necessary to permit it to also place its designator code on flights operated by Aegean Airline s through March 5, 2011, coextensive with its existing exemption authority in Docket DOT

- OST

- 2005

- 20122. 3 The joint applicants state that unless the context of their application requires otherwise, the term “Continental” includes Continental Micronesia. The joint applicants note that Continental Micronesia will not place its code on flights operated by Aegean Airlines, but Aegean Airlines will place its code on flights operated by Continental Micronesia.Applicant rep s : R. Bruce Keiner, Jr. (202) 624 - 2 500 (Continental and Continental Micronesia) and Andrew J. Harakas ( 212 ) 710 - 3920 ( Aegean Airlines) DOT Analyst: Brett D. Kruger (2 02) 366 - 8025 D I S P O S I T I O N XX Granted (subject to conditions, see below) The above action granting amended exemption authority is effective when taken : June 23 , 2010 , through March 5 , 2011
. The above action granting blanket statements of authorization to the referenced carriers is effective: June 23 , 2010 , and will remain in effect indefinitely, subject to conditions. Action taken by: Paul L. Gretch, Director Office of International Aviation XX The authority granted is consist ent with the U.S. - EU Air Transport Agreement. Except to the extent exempted or waived, this authority is subject to the terms, conditions, and limitations indicated: XX Continental ’s certificates of public convenience and necessity XX Standard U.S. carrier exemption conditions (attached as Appendix A ) XX C onditions for statements of authorization granted here (attached as Appendix B ) XX Conditions attached to previously granted blanket statements o f authorization 4

_____________________________________________________________________________________________________________________ Remarks / Conditions : We note that Continental has conducted a safety audit of Aegean Airlines u nder the Department’s Code

- Share Safety Audit Program, and the FAA has advised us that it has reviewed the relevant audit report and found it to be acceptable. The exemption authority granted here is for operations with the foreign code

- share partners and affiliates named above , to include Aegean Airlines. Should Continental and any additional code

- share partner be granted statements of authorization, Continental will need to apply for exemption authority to the extent necessary to permit Continental to display its code on fligh ts operated by the new code

- share partner and will need to have conducted code

- share safety audits of its foreign partners prior to receipt of authority for such code

- share services. On the basis of data officially noticeable under Rule 24(g) of the Depa rtment's regulations, we found Continental qualified to provide the exemption services authorized. Under authority assigned by the Department in its regulations, 14 CFR Part 385, we found that (1) our action was consistent with Department policy; (2) gran t of the authority was consistent with the public interest; and (3) grant of the authority would not constitute a major regulatory action under the Energy Policy and Conservation Act of 1975. To the extent not granted, we denied all requests in the refere nced Docket s . We may amend, modify, or revoke the authority granted in this Notice at any time without hearing at our discretion.

4 See Notices of Action Taken dated July 9, 1998 (98

- 65 , undocketed, Continental

- COPA); October 21, 2009 (Dockets DOT

- OST

- 2005

- 20122, DOT

- OST

- 2009

- 0173, DOT

- OST

- 2009

- 0174, and DOT

- OST

- 2009

- 0175, Continental.

- Air Canada and Air Canada Jazz, Continental

- bmi and bmi Regional, and Continental

- Lufthansa , Luft hansa Cityline, Air Dolomiti, Augsburg, PrivatAir GmbH, PrivatAir S.A., Contact Air, Eurowings, and Cirrus Airlines); November 20, 2009 (Dockets DOT

- OST

- 2005

- 20122 and DOT

- OST

- 2009

- 0277, Continental

- Asiana); January 26, 2010 (Dockets DOT

- OST

2005

- 20122 and DOT

- OST

- 2009

- 0340, Continental

- Air New Zealand); March 11, 2010 (Dockets DOT

- OST

- 2005

- 20122 and DOT

- OST

- 2010

- 0020, Continental

- SAS); and June 9, 2010 (Dockets DOT

- OST

- 2005

- 20122 and DOT

- OST

- 2010

- 0111 , Continental

- Brussels Airlines ).Persons entitled to petition the Department for review of the action set forth in this Notice under the Department’s regul ations, 14 CFR §385.30, may file their petitions within seven (7) days after the date of issuance of this Notice. This action was effective when taken, and the filing of a petition for review will not alter such effectiveness. An electronic version of th is document is available on the World Wide Web at: www.regulations.gov

### Appendix A U.S. Carrier Exemption Conditions In the conduct of the operations authorized, the U.S. carrier applicant(s) shall: (1) Ho ld at all times effective operating authority from the government of each country served; (2) Comply with applicable requirements concerning oversales contained in 14 CFR 250 (for scheduled operations, if authorized); (3) Comply with the requirements f or reporting data contained in 14 CFR 241; (4) Comply with requirements for minimum insurance coverage, and for certifying that coverage to the Department, contained in 14 CFR 205; (5) Except as specifically exempted or otherwise provided for in a Depa rtment Order, comply with the requirements of 14 CFR 203, concerning waiver of Warsaw Convention liability limits and defenses; (6) Comply with all applicable requirements of the Federal Aviation Administration, the Transportation Security Administration , and with all applicable U.S. Government requirements concerning security, including, but not limited to, 49 CFR Part 1544. To assure compliance with all applicable U.S. Government requirements concerning security, the holder shall, before commencing any new service (including charter flights) to or from a foreign airport, contact its Principal Security Inspector (PSI) to advise the PSI of its plans and to find out whether the Transportation Security Administration has determined that security is adequate to allow such airport(s) to be served; (7) Comply with such other reasonable terms, conditions, and limitations required by the public interest as may be prescribed by the Department of Transportation, with all applicable orders and regulations of other U.S. agencies and courts, and with all applicable laws of the United States. The authority granted shall be effective only during the period when the holder is in compliance with the conditions imposed above.

1/2008

### Appendix B The code - share operations authorized here are subject to the following conditions: (a) The statements of authorization will remain in effect only as long as (i) Continental, Continental Micronesia, and Aegean Airlines continue to hold the necessary underl ying authority to operate the code

- share services at issue, and (ii) the code

- share agreement providing for the code

- share operations remains in effect. (b) Continental, Continental Micronesia, and/or Aegean Airlines, as appropriate, must notify the Depar tment no later than 30 days before they begin any new code

- share service under the code

- share services authorized here. Such notice shall identify the market(s) to be served, which carrier will be operating the aircraft in the code

- share market added, and the date on which the service will begin. 1 Such notice should be filed in Docket DOT

- OST

- 200 5

- 20122
. (c) Continental, Continental Micronesia, and/or Aegean Airlines, as appropriate, must promptly notify the Department if the code

- share agreement providi ng for the code

- share operations is no longer effective or if the carriers decide to cease operating all or a portion of the approved code

- share services. Such notice should be filed in Docket DOT

- OST

200 5

- 20122
. 2 (d) The code

- sharing operations conduct ed under this authority must comply with 14 CFR 257 and with any amendments to the Department’s regulations concerning code

- share arrangements that may be adopted. Notwithstanding any provisions in the contract between the carriers, our approval here is e xpressly conditioned upon the requirements that the subject foreign air transportation be sold in the name of the carrier holding out such service in the computer reservation systems and elsewhere; that the carrier selling such transportation ( i.e., the ca rrier shown on the ticket) accept responsibility for the entirety of the code

- share journey for all obligations established in its contract of carriage with the passenger; that the passenger liability of the operating carrier be unaffected; and that the op erating carrier shall not permit the code of its U.S. code

- sharing partner to be carried on any flight that enters, departs, or transits the airspace of any area for whose airspace the Federal Aviation Administration has issued a flight prohibition. (e) T he authority to operate to third countries is subject to the condition that any service provided under the statement of authorization shall be consistent with all applicable agreements between the United States and the foreign countries involved. Furtherm ore, (i) nothing in the award of this blanket statement of authorization should be construed as conferring upon Continental or Continental Micronesia rights (including code

- share , fifth freedom intermediate and/or beyond rights) to serve markets where U.S. carrier entry is limited unless Continental or Continental Micronesia notifies the Department of their intent to serve such a market and unless and until the Department has completed any necessary carrier selection procedures to determine which carrier(s) should be authorized to exercise such rights; and (ii) should there be a request by any carrier to use the limited

- entry route rights that are included in the authority of Continental or Continental Micronesia by virtue of the blanket statement of authori zation granted here, but that are not then being used by Continental or Continental Micronesia, the holding of such authority will not be considered as providing any preference for Continental or Continental Micronesia in a competitive carrier selection pr oceeding to determine which carrier(s) should be entitled to use the authority at issue. 3 (f) The authority granted here is specifically conditioned so that neither Continental, Continental Micronesia nor Aegean Airlines shall give any force or effect to any contractual provisions between themselves that are contrary to these conditions. We may amend, modify, or revoke the authority granted at any time without hearing at our discretion.

1 Pursuant to the Dep artment’s Notice In the Matter of Blanket Notification of Code

- Share Service to Open Skies Partners and Points dated February 9, 2009, the joint applicants have provided notification of their intent to engage in reciprocal code

- share services, beginning o n or about June 15, 2010, between Open Skies points as outlined in their application. 2 We expect this notification to be received within ten (10) days after such non

- effectiveness or of such decision. 3 The notice in paragraph (b) above can be used for th is notification.