### BEFORE THE

**DEPARTMENT OF TRANSPORTATION**

**WASHINGTON, D. C.**

--------------------------------------------- Joint Application of :

: AMERICAN AIRLINES, INC. :
and : DOT-OST-2010-

KINGFISHER AIRLINES LIMITED :

: under l4 CFR Part 2l2 for statements of : authorization (blanket codesharing) :

---------------------------------------------

**JOINT APPLICATION OF AMERICAN AIRLINES, INC.**

**AND KINGFISHER AIRLINES LIMITED FOR**

**BLANKET CODESHARE AUTHORIZATIONS**

Communications with respect to this document should be sent to:

**For Kingfisher Airlines : For American Airlines**  **:**

CHRISTOPHER CARLSEN VIRASB VAHIDI Clyde & Co US LLP Senior Vice President - The Chrysler Building Marketing and Planning and 405 Lexington Avenue Chief Commercial Officer New York, NY 10174 American Airlines, Inc. (212) 710-3930 P.O. Box 619616, MD 5628 christopher.carlsen@clydeco.us DFW Airport, TX 75261

WILLIAM K. RIS, JR. Senior Vice President -
Government Affairs American Airlines, Inc. 1l0l l7th Street, N.W.
Suite 600 Washington, D.C. 20036

KENJI C. HASHIMOTO Vice President - Strategic Alliances American Airlines, Inc. P.O. Box 6l96l6, MD 5628 DFW Airport, Texas 75261

### ROBERT A. WIRICK Director, Regulatory Affairs American Airlines, Inc.

P.O. Box 619616 DFW Airport, Texas 75261 (817) 963-0394

CARL B. NELSON Associate General Counsel American Airlines, Inc. ll0l l7th Street, N.W.
Suite 600 Washington, D.C. 20036 (202) 496-5647
carl.nelson@aa.com

November 23, 2010

### BEFORE THE

**DEPARTMENT OF TRANSPORTATION**

**WASHINGTON, D. C.**

--------------------------------------------- Joint Application of :

: AMERICAN AIRLINES, INC. :
and : DOT-OST-2010-

KINGFISHER AIRLINES LIMITED :

: under l4 CFR Part 2l2 for statements of : authorization (blanket codesharing) :

---------------------------------------------

**JOINT APPLICATION OF AMERICAN AIRLINES, INC.**

**AND KINGFISHER AIRLINES LIMITED FOR**

**BLANKET CODESHARE AUTHORIZATIONS**

American Airlines, Inc. (and its affiliates American

Eagle Airlines, Inc. and Executive Airlines, Inc. d/b/a American Eagle) and Kingfisher Airlines Limited hereby jointly apply

under l4 CFR Part 2l2 for blanket statements of authorization

in order to engage in reciprocal codeshare services consistent

with the United States-India open skies agreement. The American/Kingfisher codeshare agreement is attached. We propose to

implement codeshare services early next year.

American and Kingfisher are seeking the following

authority:

### - 2 -

(A) American requests a statement of authorization to

display Kingfisher’s IT* designator code in conjunction with

foreign air transportation of persons, property, and mail on

flights operated by American or American Eagle between (l)

points in the United States; (2) points in the United States

and points in India (either nonstop or via intermediate points

in third countries); (3) points in the United States and points

in third countries; (4) and points in India and points in third

countries.

(B) Kingfisher requests a statement of authorization to

display American's AA* designator code in conjunction with

foreign air transportation of persons, property, and mail on

flights operated by Kingfisher between (l) points in India, (2)

points in India and points in the United States (either nonstop

or via intermediate points in third countries); (3) points in

the India and points in third countries; and (4) points in the

United States and points in third countries.

American holds underlying open skies certificate

authority to serve between the United States and India and

beyond (Route 835) granted by Order 2007-4-2, April 3, 2007.

Kingfisher is applying in a separate docket for

underlying economic authority pursuant to the U.S.-India open

skies agreement.

### - 3 -

As shown in Annex B to the applicants’ codeshare

agreement, the initial phase calls for display of AA* on

Kingfisher-operated flights between London Heathrow and both

Delhi and Mumbai, and beyond Delhi to a number of cities in

India, and display of IT* on American-operated flights between

Chicago and Delhi and between London Heathrow and Boston, New

York, Raleigh/Durham, Miami, Chicago, Dallas/Ft. Worth, and Los

Angeles.

The blanket codeshare authorizations requested in this

joint application are consistent with the United States-India

open skies agreement and with the public interest. See

Statement of United States International Air Transportation

Policy, 60 Fed. Reg. 21841, May 3, 1995. The request is also

consistent with the Department's well established policy of

granting blanket rights to codeshare partnerships in open skies

regimes. See, e.g. , Department Action, DOT-OST-2009-0154, July

9, 2009 (American and Etihad); Department Action, DOT-OST-1999-

6544, January 7, 2000 (American and Finnair); Order 1998-4-8,

April 5, l998 (United and Lufthansa).

American and Kingfisher will accept the Department's

standard condition on third-country services. See, e.g.

,

Notice of Action Taken, DOT-OST-1999-5944, November 2, l999

(American/Swissair), condition (e).

### - 4 -

Blanket authorizations are in the public interest

because they enable codeshare partners to develop the full

range of services permitted under applicable bilateral agreements. The services contemplated by American and Kingfisher

will provide a more efficient use of capacity in the marketplace, and will help maximize the range of service options

available to the traveling and shipping public.

Under the Department’s Notice in the Matter of Blanket

Notification of Codeshare Service to Open-Skies Partners and

Points, February 9, 2009, American and Kingfisher hereby

provide blanket notification of their intent to engage in

reciprocal codeshare services:

● Between any point or points in the United States

and any point or points in India (on a nonstop

basis and intermediate routings via open-skies

points

● Between U.S. points

● Between India points

● Beyond India to any open-skies point or points

● Beyond the United States to any open-skies point or

points

### - 5 -

American and Kingfisher will notify the Department no

later than 30 days before commencing codeshare services to or

from non-open skies countries. American and Kingfisher will

conduct all of their codeshare operations in compliance with 14

CFR Part 257.

In response to the Department's letter of June l, l995

to participants in the Civil Reserve Air Fleet Program,

American states that the codeshare arrangement at issue will

have no impact on American's CRAF commitments.

American and Kingfisher request that blanket statements

of authorization be granted for an indefinite period, consistent with the Department's precedent in other codeshare

dockets.

On November 4, 2010, American’s compliance statement on

Kingfisher’s IOSA codeshare safety audit was presented to and

approved by the Federal Aviation Administration. The FAA has

rated India as a Category 1 country.

American and Kingfisher request expedited consideration of this joint application so that the initial phase of

AA/IT* and IT/AA* codeshare services may be implemented early

next year.

### CODESHARE AGREEMENT

between

AMERICAN AIRLINES, INC.

and

KINGFISHER AIRLINES LIMITEDPage i of 42 

### TABLE OF CONTENTS

1. DEFINITIONS ................................................................................................................... .............. 1

2. CODESHARE SERVICE ............................................................................................................. ... 1

3. IMPLEMENTATION AND EXPENSES ....................................................................................... 4

4. INVENTORY CONTROL AND PROCEDURES .......................................................................... 4

5. MARKETING AND PRODUCT DISPLAY .................................................................................. 6

6. TRAFFIC DOCUMENT ISSUANCE AND FINANCIAL SETTLEMENT .................................. 6

7. FACILITIES .................................................................................................................... ................ 8

8. TRAINING ...................................................................................................................... ................ 8

9. SECURITY ...................................................................................................................... ................ 8

10. SAFETY AND MAINTENANCE .................................................................................................. 9

11. FREE AND REDUCED RATE TRANSPORTATION .................................................................. 9

12. OTHER MARKETING PROGRAMS ............................................................................................ 9

13. TRADEMARKS AND CORPORATE IDENTIFICATION ......................................................... 10

14. REPRESENTATIONS AND WARRANTIES .............................................................................. 11

15. GOVERNMENTAL APPROVALS .............................................................................................. 12

16. TERM .......................................................................................................................... .................. 12

17. INDEMNIFICATION ............................................................................................................... ..... 15

18. INSURANCE ..................................................................................................................... ............ 17

19. TAXES ......................................................................................................................... .................. 18

20. JOINT MANAGEMENT COMMITTEE ...................................................................................... 20

21. FORCE MAJEURE ................................................................................................................. ...... 21

22. GOVERNING LAW AND DISPUTE RESOLUTION ................................................................. 21

23. COVENANT TO COMPLY WITH ALL LAWS ......................................................................... 21

24. PUBLICITY ..................................................................................................................... .............. 22

25. CONFIDENTIALITY................................................................................................................ .... 22

26. ASSIGNMENT .................................................................................................................... .......... 23

27. SEVERABILITY .................................................................................................................. ......... 23

28. EXCLUSIVITY ................................................................................................................... .......... 23

29. FURTHER ASSURANCES .......................................................................................................... 2 5

30. MISCELLANEOUS ................................................................................................................. ..... 25

31. NOTICES ....................................................................................................................... ................ 27Page 1 of 42 CODESHARE AGREEMENT

This CODESHARE AGREEMENT (this “ Agreement ”), dated as of November __, 2010, is

between American Airlines, Inc ., a corporation organized under the laws of the State of Delaware, United States of America, having its principal office at 4333 Amon Carter Boulevard, Fort Worth, Texas 76155 United States of America (“ American ”),

and Kingfisher Airlines Limited , a company organized under the laws of India and having its Registered Office at UB To wer, Level 12, UB City, 24, Vittal Mallya Road, Bangalore 560001 Karnataka, India and an office at Kingfisher House, Western Express Highway, Vile Parle (E), Mumbai 400099, Maharashtra, India (“ Kingfisher ”).

In consideration of the mutual co venants and promises in this Agre ement, American and Kingfisher hereby agree as follows:

1. DEFINITIONS

1.1 Terms with their initial letters capitalized shall have the mean ings ascribed to them in

Annex A of this Agreement or wh ere they are elsewhere defined herein (including the Annexes hereto). Such ascribed meanings shall be equally applicable to both the singular and plural forms of such terms. American and Kingfisher may each be

referred to as a “ Party ” and may collectively be referred to as the “ Parties ”.

1.2 The Parties agree that accepted industry pr ocedures and agreemen ts relating to the interlining of passengers and baggage, incl uding those set forth in IATA Resolution 780 Interline Traffic Agreement – Passenger for all international carriage shall apply to the provision of air tran sport and the related transac tions contemplated by this Agreement, except to the extent that they are inconsistent or conflict with the terms of this Agreement.

2. CODESHARE SERVICE

2.1 The Parties shall mutually de signate certain flights on wh ich the Parties shall place their respective Codes (each, a “ Codeshared Flight ”), which may include flights operated by their Authorized Affiliates an d Authorized Wet Lesso rs, serving the citypairs (each city-pair, a “ Codeshared Route ”) identified in writing by the Parties from time to time without formally amending this Agreement. The initial list of

Codeshared Routes on wh ich the Parties and their Authorized Affiliates and

Authorized Wet Lessors may codeshare is attached hereto as Annex B

.

2.2 Detailed procedures for im plementing this Agreement will be set forth in the Procedures Manual, which will be prepared by the Parties in conjunction with this Agreement. The Procedures Manual, in cluding any amendments or supplements thereto agreed in writing between the Parties from time to time, shall be incorporated by reference into and made a part of th is Agreement; provided , however, that the terms of this Agreement shall prevail in the event of a co nflict between a provision of this Agreement and any provision of the Procedures Manual.

2.3 The Operating Carrier for each Codeshared Flight shall provide to the Codeshared Passengers, at a minimum, the same standard of customer service as it provides to itsPage 2 of 42 own passengers traveling in the same class of service, which stan dard shall, in any event, be reasonably in accordance with the standards of customer service established by the Marketing Carrier for the comparable class of service on its flights. Minimum customer service standards, general passenger service procedures, and policies for the Codeshared Flights, including baggag e services, are detailed in Annex C and the

Procedures Manual.

2.4 The Parties shall use commercially reasonab le efforts to coordinate their service schedules to maximize the convenience, an d minimize the waiting time of passengers making connections between the Codeshared Flights and other flights operated by the Parties; provided, howeve r, that neither Party is obligated to operate specific flights or service schedules and each Party retains the right to determine the service schedules of its own flights. To ensure a high standard of passenger service, the Parties agree that the dependability and th e operation completion factor for Codeshared Flights

must meet the minimum standards set forth in Annex D

.

2.5 The Parties may add or discontinue Codeshared Flights, as may be mutually agreed, without formally amending th is Agreement. The Marketing Carrier may, in its sole discretion, discontinue Codeshared Flig hts without formally amending this Agreement. The Parties agreement to effect such changes shall be evidenced by both the Marketing Carrier and the Operating Ca rrier publishing su ch changes in the Airline Guides, CRSs or Reserv ations Systems. The Oper ating Carrier reserves the right to discontinue any specific route, flight number, equipment or schedule. In the

event of such discontinuatio n, the Operating Carrier shall notify the Marketing

Carrier as soon as reasonab ly possible and th e Marketing Carrier shall cooperate in publishing the resulting change s to affected Codeshared F lights in the Airline Guides, CRSs, Reservations Systems, and other sour ces of airline schedu le information.

2.6 Except as otherwise provided in the Procedures Manual, in the event of any flight cancellation or other schedule irregularity, involuntary rerouting or denied boarding by the Operating Carrier with respect to a Codeshared Flight, the Operating Carrier

shall:

(a) ensure that all passengers shall be handled in accordan ce with the same policies and procedures to avoid any discrimination against a Codeshared Passenger;

(b) at its own cost and expense (except to the extent such irregularity, involuntary rerouting or denied boardi ng is caused by the Marketing Carrier), accommodate and/or pay denied boarding compensation or otherwise compensate Codeshared Passengers, in the same manner as its own passengers and subject to the provisi ons of the Procedures Manual and Applicable Law; and

(c) notify the Marketing Carrier in accord ance with the Procedures Manual.

2.7 The Conditions of Carria ge of the Marketing Carrier, incl uding its limits of liability to passengers, shall govern the transportation of Codeshared Passengers, and the Conditions of Carriage of th e Operating Carrier, includin g its limits of liability to passengers, shall apply to those passengers traveling on the Code shared Flights under the Code of the Operating Ca rrier. The respective Cond itions of Carriage of the

Parties shall be notified to th e passengers to the extent and in the manner required by Applicable Law, rules and regulations. Notwithstanding anything in this Section 2.7

, the liability of the Parties to each other with respect to passenger claims shall be governed by Sections 17 and 18 . The Parties Conditions of Carriage are available onPage 3 of 42 their respective websites. Th e Parties shall notify each othe r in writing in the event of any material change to their respective Conditions of Carriage at least thirty (30) days prior to any such change becoming effective except where it is impractical to give such notice, in which case the Party so chan ging its Conditions of Carriage shall give the other Party as much advance notice as is possible under the circumstances.

2.8 (a) The Party that is the Operating Carri er (or whose Authorized Affiliate or Authorized Wet Lessor is the Operatin g Carrier) shall ensure that each Codeshared Flight shall be operated under its operating certificate or under the operating certificate of an Authorized Affiliate or Authorized Wet Lessor.

(b) If there is a change in the carrier scheduled to operate a Codeshared Flight, the Operating Carrier shall promptly notify the Marketing Carrier of such change. The Marketing Carr ier shall take all appropri ate steps to ensure that Codeshared Passengers are notified of the change as soon as possible. If the Operating Carrier fails to notify the Marketing Carrier of a change or a change occurs within 36 hours of sche duled departure, th e Marketing Carrier

shall be deemed to have insufficient ti me to notify Codeshared Passengers of the change. The Marketing Carrier may thereupon continue to notify Codeshared Passengers of the change in accordance with its customer service policies if it is able to do so but th e Operating Carrier shall take primary responsibility for notifying a ll Codeshared Passengers still booked under theMarketing Carrier Code of the change at time of check-in. In the event reaccommodation is necessary either beca use the substituted carrier is not an Authorized Affiliate or Authorized Wet Lessor, or because a Codeshared Passenger who is notified of such a ch ange elects not to travel on the substituted carrier, the notifyi ng carrier shall at its own cost and expense reaccommodate the Codeshared Passenger unless the passenger seeks a refund

in which event the Marke ting Carrier shall be responsible for making such refund in accordance with its fare rules, conditions of carriage and Applicable

Law.

2.9 Notwithstanding anything in this Agreement to the cont rary, the Operating Carrier may, at its sole discretion, operate any or all of the Codeshared Flights with aircraft operated under the operating certificate of a third party carrier (an “ Authorized Wet

Lessor ”) and wetleased by such Authorized Wet Lessor to the Operating Carrier for the purpose of operating such Codeshared Flights (such Codeshared Flights hereafter

to be referred to as “ Wetleased Codesh ared Flights ”); provided, however, that (i) prior to operating any such Wetleased Code shared Flights any Authorized Wet Lessor shall be approved by the Ma rketing Carrier in writing, which approval may be

withheld in the Mark eting Carrier’s sole discretion, (ii) the Operating Carrier and

such Authorized Wet Lessor sh all comply with all Applic able Law with respect to

such Wetleased Codeshared Flights, (iii) the applicab ility of this Section 2.9 shall be subject to the Parties receiving all Govern mental Approvals with regard to such Wetleased Codeshared Flights and to a successful completion of the IATA Operational Safety Audit (IOSA ) registration by such Author ized Wet Lessor, (iv) the Marketing Carrier may withdraw any approv al as provided in Section 2.9 (i) at any time in its sole discretion, an d (v) such Wetleased Codeshared Flights (if any) shall be subject to all of the terms and conditions of this Agreement as if they are operated with aircraft operated under the operating certificate of the Operating Carrier itself. Notwithstanding anything herein to the contrary, (x) in th e event the Authorized Wet Lessor does not successfully complete the IOSA registration or after initial successful completion of the IOSA regi stration at any time during th e term of this Agreement does not maintain the IOSA registration or does not successfully complete any follow-up audits as required by the IOSA rules and regulations (a s they are in forcePage 4 of 42 from time to time), the Marketing Carrier sha ll have the right, at the sole cost of the Operating Carrier, to conduct a reasonable safety and/or service review of the Authorized Wet Lessor’s oper ations, manuals, and procedures reasonably related to the Wetleased Codeshared Flights (the “ Marketing Carrier Reviews ”), at such intervals as the Marketing Carrier shall r easonably request; and (y) nothing in this

Section 2.9 shall prevent the Marketing Carrier fr om, at its sole discretion and at its sole cost and expense, performing additiona l safety audits of such Authorized Wet Lessor and the aircraft to be used for the operation of such Wetleased Codeshared Flights and the Operating Carrier shall use reasonable efforts to cause the Authorized Wet Lessor to agree to such additional safe ty audits; provided, however, that such additional safety audits sh all be performed at reason able times and within a

reasonable timeframe and without inte rrupting the Authoriz ed Wet Lessor’s operations.

3. IMPLEMENTATION AND EXPENSES

3.1 Implementation of this Agreement shall be subject to the following conditions precedent:

(a) the execution of a Special Prorate Agreement and a Mutual Emergency Assistance Agreement, in form and substance satisfactory to American and Kingfisher;

(b) receipt by American and Kingfisher of all necessary Government Approvals;

(c) successful completion by Kingfisher of the IATA Operational Safety Audit (IOSA) registration;

(d) successful implementation and testing of codeshare (EDIFACT) and passenger processing automation.

3.2 Each Party shall bear its own costs and expenses of performance under this Agreement, including, without limitation, costs and expenses associated with the following, unless otherw ise agreed in writing between the Parties:

(a) any systems to support the automation of procedures and settlement relating to the Codeshared Flights (e.g., PNR exchange, yield management, revenue accounting, etc.), including routine maintenance thereof, and

(b) roadside, exterior, check-in, concourse, gate and baggage service signage placed at airports and city ticket offices in locations served by the Codeshared Flights in order to facilitate trav el on the Codesh ared Flights.

3.3 Each Party shall retain all right, title an d interest in systems, software, signage, equipment and facilities funded by it. Owne rship of jointly funded items shall be determined by the Parties in advance of each specific project.

4. INVENTORY CONTROL AND PROCEDURES

4.1 The availability of Marketing Flights will be controlled by sta ndard AVS (availability status) of the Operating Carrier. The Marketing Carrier will have access to the Operating Carrier’s local inventory cl ass availability through an automated computerized interface, which both Parties will maintain th roughout the term of this Agreement, to expedite the sa le of seat inventory on the Codeshared Flights. DetailedPage 5 of 42 procedures for implementing and maintaining seat inventory access are contained in

the Procedures Manual.

4.2 The Parties will map in ventory classes of the Marketin g Carrier to inventory classes of the Operating Carrier fo r the Codeshared Flights, in accordance with the

Procedures Manual. The Parties will endeav or to map the averag e coupon value of the Marketing Carrier’s inventory classes to comparable classes of the Operating Carrier to provide similar access for book ings made by the Marketing Carrier for passengers yielding comparable revenue values; it being understood, however, that the Operating Carrier retains ultimate control over the opening, closing and other management of seat inventory availability on Codeshared Flights. Each Party shall use commercially reasonable efforts to provide equal inventory access to Codeshared Passengers in inventory classes where such passengers yield comparable revenues as the Operating Carrie r’s passengers.

4.3 This Section 4.3 shall govern the published fares of the Marketing Carrier offered on Codeshared Flights as follows:

(a) For Routes served by only one Party, or its Affiliates, fa res and fare rules filed by the Marketing Ca rrier for codeshare itinerar ies will match those of the Operating Carrier.

(b) For Routes served by both Parties or th eir Affiliates, the fares and fare rules filed by the Marketing Carr ier will match either those filed for its own flights or those filed by the Operating Carrier.

(c) For Routes where one Party, or its Aff iliates, offers non-s top service and the other Party, or its Affilia tes, offers connecting serv ice, the Marketing Carrier on the non-stop service will match the fares and fare rules filed by the Operating Carrier on the non-stop service.

(d) For Routes where the Marketing Carrier on a one-stop service also operates its own non-stop service, the Marketi ng Carrier will match either the fares and fare rules of the one-stop operator or apply the fares an d fare rules of its own non-stop service.

(e) In the event of the Marketing Carr ier’s breach of Sections 4.3(a) , (b) , (c) or (d) , the Operating Carrier sha ll have the right, in its sole discretio n, after one day’s prior written notice to the Marketing Carrier, to restrict or close the inventory access of the Marketing Carrier or remove the Code of the Marketing Carrier from the flight(s) in question, or to temporarily remove its own Code from the flight(s) operated by the defaulting Party on the Routes

where the breach occurred.

(f) Nothing in this Agreement shall prev ent the Marketing Carrier from (i) initiating and operating its ow n service in any origin an d destination city pair at any time; or (ii) offering any fare(s), discount(s) or rebate(s) of any kind

for interline itineraries vali d on airlines, other than American or Kingfisher, on any origin and destination city pair.

4.4 Each Party shall establish fares and rates in dependently, subject to the provisions of the applicable air transport agreements between the United States and India, on the one hand, and the governments of any country to which the Parties shall provide service pursuant to this Agreement, on the other hand.Page 6 of 42 5. MARKETING AND PRODUCT DISPLAY

5.1 The Codeshared Flights will be marketed and promoted by the Marketing Carrier under its Code. Each Party shall ensu re that its respective advertising and promotions comply with all applicable governmental laws, rules and regulations of any applicable Competent Authority. Th e Marketing Carrier sh all comply with 14 C.F.R. Parts 257 and 258, and any other applicable rules regarding the disclosure and holding out of Codeshared Flights provided for herein in the ju risdiction where such rules apply. The Marketing Ca rrier shall disclose to the ex tent required by Applicable Law through industry-approve d schedule and selling mechan isms (as defined in the Procedures Manual), to consumers, travel agents and others selling the Codeshared Flights, as well as through any advertising, point-of-sale disclosures, and any other appropriate means, that each Codeshared Flight is a flight of and operated by the Operating Carrier. Such info rmation shall be given before a reservation is made and in any event at the earliest reasonable opportunity and before the passenger arrives at the airport, in accordance with Applicable Law. In addition, each Party shall use commercially reasonable efforts to implement procedures to disclose the Operating Carrier and the appropriate departure and arrival terminal at the earliest possible opportunity and in particular at the point of sale.

5.2 The Marketing Carrier shall identify the Code shared Flights, in accordance with Applicable Law, in Airline Guides, CRSs, Reservations Systems and other sources of

airline schedule information us ing the Marketing Carrier’s Code. Any costs incurred for the publication of Marketing Flights or connections to and from such flights in Airline Guides, CRSs, Reservation Systems and other sources of airline schedule information shall be borne by the Marketin g Carrier. Each Party shall include the Codeshared Flights in its Reservations Systems.

5.3 If the Marketing Carrier is not authorized to offer air transport services in a particular local Codeshared Route, the Marketing Carrier shall file its standard schedule data for the Codeshared Flights on such Codeshared Route using the traffic restriction code “O” or “Y” (or any successor code), as appropriate, as defined in the IATA Standard Schedules Information Manual, Appendix G, in order to suppress the display of the Marketing Carrier’s Codeshared Flights on such local Codeshared Route(s) (i.e., the Marketing Carrier’s Codeshared Flights on su ch route will be limited to passengers connecting online to another flight marketed and/or operated by the Marketing Carrier).

5.4 Unless otherwise agreed, all in formation and advertising ma terials produced with the aim of promoting the Codeshar ed Flights shall clearly iden tify both Parties. All joint advertising and promotion of the Codeshar ed Flights shall be subject to prior agreement between the Parties and the costs of such join t advertising and promotion shall be shared based on prior agreement.

5.5 Each Party may use its own flight number in referencing the Codeshared Flights except that only the Operating Carrier’s flight number shall be used in actual flight operations (e.g., air traffic control).

6. TRAFFIC DOCUMENT ISSUANCE AND FINANCIAL SETTLEMENT

6.1 Passenger traffic documents for use on the Codeshared Flights may be issued by either Party, or by third par ties with whom the Parties from time to time have interline traffic agreements.Page 7 of 42 6.2 All Marketing Carrier Flight Coupons honored on Codeshared Flights shall be uplifted by the Operating Carr ier, which is resp onsible for processing and billing of

such documents as follows:

(a) The Operating Carrier sha ll bill uplifted coupons to the Ticketing Carrier using the normal interline settlement process of the IATA Clearing House. Subject to Section 6.2(b) and 6.2(c) , Marketing Carrier Flight Coupons shall

be treated for proration and billing pur poses as if they showed the Operating Carrier’s designator Code in the Carrier Code Box of the Marketing Carrier Flight Coupons. Such Marketing Carrier Flight Coupons will be prorated and billed according to the Special Prorat e Agreement between the Operating Carrier and the Ticketing Carrier, or, in the absence of an applicable Special Prorate Agreement, in accordance with the IATA Prorate Manual-Passenger (“ IATA PMP ”), as applicable.

(b) If the Operating Carrier does not have an interline traffi c agreement with a Ticketing Carrier that issu ed a Marketing Carrier Ticket, and is unable to obtain satisfactory settlement , the Operating Carrier ma y bill such coupon to the Marketing Carrier as an exceptional item (i.e., via correspondence) and such coupons shall be valued for billing and proration purposes according to

the IATA PMP.

(c) If the Operating Carrier ha s an interline traffic ag reement with a Ticketing Carrier that issued a Marketing Carrie r Ticket but is un able to obtain satisfactory settlement, the Marketing Carrier shall assist the Operating Carrier in settling such account but shall not be liable for any losses incurred due to an unsatisfactory settlement.

6.3 For Codeshared Flights, the Operating Carr ier shall on a monthly basis determine the gross prorated value (as determined in accordance with Section 6.2(a) of Marketing Carrier Flight Coupons uplif ted by it during the previous month and calculate the commission (the “ Codeshare Commission ”) by multiplying such coupon values by the applicable commission perc entages set forth in Annex E . The Operating Carrier shall credit the account of the Marketing Carrier for the aggregate Codeshare Commission through the IATA Clearing House. The Operating Carrier shall provide supporting data to the Marketin g Carrier no later than thirty (30) days after the end of the clearance month (e.g., if the Operatin g Carrier were to is sue an October 2010 clearance month credit to the Marketing Carrier on November 23, 2010, then supporting data should be provided to the Marketing Carrier by November 30, 2010). The Marketing Carrier shall be entitled to review and, if appropriate, dispute, via correspondence, the Operating Carrier’s calculation of the Codeshare Commission; provided, however, the Operating Carrier must receive note of such dispute within six (6) months from the relevant clearance month. Any resulting payments will be processed through the IATA Clearing House.

6.4 The Ticketing Carrier, whethe r it be the Marketing Carrier, the Operating Carrier or a third-party, shall receive the standard industry Interline Service Charge and/or Ticket Handling Fee, as may be appropriate.

6.5 To support inter line billing by the Opera ting Carrier to third-pa rties and involuntary rerouting and refunding of Marketing Carr ier Tickets by the Operating Carrier, the Marketing Carrier hereby waives endorsement requirements for the Operating Carrier with respect to all Marketing Carrier Flig ht Coupons, including: (i) all Marketing Carrier Flight Coupons for use on Codeshared Flights operated by Kingfisher between the United States and India, or w ithin India, issued on American-AA (001)Page 8 of 42 ticket stock, or on other ticket stock, but naming American in the Carrier Code Box, and (ii) all Marketing Carrier Flight Coupon s for use on Codeshared Flights operated by American within th e United States, or within the Am ericas (i.e., North America, South America, Central America and the Caribbean), issued on Kingfisher (090) ticket stock, or on other ticket stock, but naming Kingfisher in the Carrier Code Box. In addition, solely for the purpose of involuntary rerou ting as descri bed in IATA Resolution 735d, if the Mark eting Carrier is the Ticke ting Carrier th e Marketing Carrier hereby waives endo rsement requirements with respect to downline coupons for online connecting flights. Unless otherwis e agreed in writing by the Parties, such waiver shall be effective thirty (30) days before the Implemen tation Date, and shall remain in effect for ninety (90) days after the Termination Date of this Agreement to

facilitate the reaccommodation of any Codeshared Passenger s ticketed for travel after

the Termination Date.

6.6 Differences that may appear after the b illing process has been completed shall be rectified by written correspondence or a meeting between the Parties. The Parties shall attempt in good faith to resolve such differences through such correspondence or meetings. Any differences which cannot be so resolved sha ll be resolved in

accordance with Section 22.2.

6.7 In a sufficient amount of time before the Implementation Date, the Marketing Carrier

will file with ATPCO a TCN Codeshare Agreement, in wh ich the Marketing Carrier will provide the range of its Marketing Flig ht numbers. The Ma rketing Carrier will be responsible, throughout the term of the Codeshare Agreement, for updating its Marketing Flight numbers with ATPCO.

7. FACILITIES

The Parties acknowledge the importance of maintaining functional and accurate signs identifying the Operating Carrie r and the Marketing Carrier, as appropriate, to facilitate passenger convenience and to avoid passenger confusion at airports served by the Codeshared Flights. The Parties shall cooperate on the placement of such signs, subject to the approval of the relevant airport authority or other lessors.

8. TRAINING

8.1 Except as otherwise agreed, each Party shall provide or arrange, at its own cost and expense, all initial and recurring training of its personnel to facilitate the Codeshared Flights and operations at airports served by the Codeshared Flights, including reservations and ticket offices, and other poin ts of contact between the Parties and the public. This training shall in clude passenger service, rese rvations and sales activities, and in-flight servi ce involving the Co deshared Flights, all as more fully described in

the Procedures Manual.

8.2 The Parties shall share any training materials (except trade secrets and legal advice) developed to support the Code shared Flights. All intellectual property or similar rights to any materials exchanged shall remain with the Party who originally developed such materials.

9. SECURITY

9.1 The Parties shall cooperate in matters of security pr ocedures, requirements, and obligations at all airports serv ed by the Codeshared Flights.Page 9 of 42 9.2 The Operating Carrier reserves the right to apply the prov isions of its own security programs to the carriage of all passengers, baggage and cargo on board the Codeshared Flights, provided that such security programs shall, at a minimum, comply with the standards set forth by th e relevant Competent Authorities and be reasonably acceptable to the Marketing Carrier, with the understanding that safety and security are of the utmost importance to both carriers. Such provisions may include any then applicable procedures used for the physical screening of passengers, baggage or cargo, interviewing of passenge rs, and/or selective loading of baggage or

cargo.

9.3 The checking of the travel documents of each Codeshared Passenger and the handling of Codeshared Passengers who are Inadmissible Passengers (as such term is defined in IATA Resolution 701, as modified, supp lemented or amended from time to time)

shall be done in accordance with the procedures outlined in the Procedures Manual.

10. SAFETY AND MAINTENANCE

10.1 The Operating Carrier has operational control of the aircraft and final authority and responsibility concerning the operation and safety of the aircraft and its passengers, including Codeshared Passengers. The Oper ating Carrier shall employ the same high standards of safety, security and loss prev ention policies on the Co deshared Flights as on its own flights. Emergency support shall, at a minimum, be in accordance with the Mutual Emergency Assistance Agreement in force between the Parties.

10.2 The Operating Carrier shall ha ve sole responsibility for th e maintenance of its leased and owned aircraft, and for other equipment used in connection with the Codeshared Flights. Maintenance of such aircraft and equipment must, at a minimum, comply with the standards imposed by the relevant aeronautic al authorities.

10.3 The Marketing Carrier shall have the right, at its own cost, to review and observe the Operating Carrier’s operations of Codeshared Flights, and/or to conduct a reasonable safety and/or service review of the Operating Carrier’s operations, manuals, and procedures reasonably related to the Codeshared Flights (the “ Marketing Carrier

Reviews ”), at such intervals as the Marketing Carrier shall reasonably request. The Marketing Carrier Reviews sha ll be coordinated with the Op erating Carrier so as to avoid disruptions to the Oper ating Carrier’s operations. Such reviews will be limited to areas that reasonably rela te to the Operating Carrier’s safety standards and service obligations under this Agreement. NOTWITHSTANDING THE FOREGOING,

THE MARKETING CARRIER DOES NOT UNDERTAKE ANY

RESPONSIBILITY OR ASSUME ANY LIABILITY FOR ANY ASPECT OF THE OPERATING CARRIER’S OPERATIONS, NOR SHALL THE OPERATING

CARRIER BE ENTITLED TO ASSERT ANY RESPONSIBILITY OR

ASSUMPTION OF LIABILITY ON THE PART OF THE MARKETING CARRIER

FOR THE OPERATING CARRIER’S OPERATIONS.

11. FREE AND REDUCED RATE TRANSPORTATION

Unless otherwise provided by re levant agreements between th e Operating Carrier and other parties, including the Marketing Carrier, neither the Marketing Ca rrier, nor the Operating Carrier, nor any third party, shall be entitled to ticket industry non-revenue or discounted (i.e., agency discount, industry discount, etc.) travel on the Marketing Flights, and the Operating Carrier shall not honor any Marketing Carrier Flight Coupons for such industry non-revenue or discounted travel, except at the Operating Carrier’s expense.

12. OTHER MARKETING PROGRAMSPage 10 of 42 12.1 The Frequent Flyer Participa ting Carrier Agreements shall govern the par ticipation of each Party in the other Party’s frequent flyer program, as applicable.

12.2 First and Business Class Codeshared Pass engers will have acce ss to the Operating Carrier’s airport lounge on the day of their departure in accordance with the terms of the Lounge Access Agreement between American and Kingfisher.

13. TRADEMARKS AND CORPORATE IDENTIFICATION

13.1 Neither Party hereto shall use any of the other Party’s or such Party’s respective Affiliates’ names, logos, logo type, insignia, service marks, trademarks, trade names, copyrights, corporate goodwill or other proprietary intellectual property, including

without limitation the names “American Ai rlines, Inc.”, “American Airlines”, “American”, “American Eagle”, “AAdvantage”, “Kingfisher Airlines Limited”, “Kingfisher”, or “King Club” in any marketin g, advertising or pr omotional collateral, including without limitation credit card and telecom solicitations, except where each specific use has been approved in advance by the other Party. When such approval is granted, either Party shall co mply with any and all conditi ons that the other Party may impose to protect the use of any of that Party’s names, logos, logotype, insignia, service marks, trademarks, trade names, copyrights, corporate goodwill or other proprietary intellectual property.

13.2 Except as expressly provided herein, no right, property, license, permission or interest of any kind in the use of any name, logo, logotype, insignia, service mark, trademark, trade name, copyright, corporate goodwill or other proprietary intellectual property owned by either Party or its respective Aff iliates is intended to be given to or acquired by the other Party, its agents, servants or other employees by the execution or performance of this Agreement.

13.3 Each of Kingfisher and American acknowledges for all purposes that any and all logos, trademarks, service marks, and trade names of the other, whether registered or not, are and shall at all times remain the exclusive property of the other Party, and may not be used without the prior written consent of such Party, except as set forth herein. Each of Kingfisher and American further acknow ledges that any goodwill or other rights that arise as a result of the use by it of the other Party’s marks, as permitted under this Agreement, shall accrue solely to the benefit of the Party owning such marks, whether registered or not. Should any right, title or interest in the logos, trademarks, service marks or trade names of a Party become vested in the other Party, the latter Party shall hold such right, title an d interest in trust fo r the benefit of the former Party and shall, at the request of the former Party, promptly and unconditionally assign such right, title and interest to the former Party without royalties or compensation of any kind. Each of Kingfi sher and American hereby grants to the other, a non-exclusive, non-tran sferable, right to use for the term of this Agreement to use their respective service marks (“Kingfisher” for Kingfisher and “American Airlines” for American, each a “ Licensed Trademark ”), subject to the

terms and conditions set fo rth in this Section 13 . This license is limited to the use of

the Licensed Trademarks in connection with the advertising and promotion of the Codeshared Flights contemplated by this Agreement and the Frequent Flyer Participating Carrier Agreement.

13.4 Each Party agrees to use the Licensed Trademarks only in a manner approved in advance and in writing by the Party ow ning such Licensed Trademarks. Each Licensed Trademark shall be marked with an ® or SM or other symbol, as appropriate, and reference a legend indicating that “Kingfisher is a service mark ofPage 11 of 42 Kingfisher Airlines Limited” or “American Airlines is a service mark of American Airlines, Inc.”, as the case may be, or similar words to that effect.

13.5 Each Party agrees that all advertising and promotional materials bearing the Licensed

Trademarks in relation to ai r transportation services cont emplated by this Agreement shall meet the quality and presentation standa rds as set forth by the Party owning the

relevant Licensed Trademark.

13.6 Each Party has sole discretio n to determine the acceptabilit y of both the quality and presentation of advertising and promotional materials using its Licensed Trademark.

13.7 Each Party is responsible for providing to its own authorized agents and airport locations the agreed promotional materials bearing the Licensed Trademarks.

14. REPRESENTATIONS AND WARRANTIES

14.1 Each of Kingfisher and American hereby represents and warrants to the other as

follows:

(a) It is a duly incorporated and validly existing corporation, in good standing under the laws of its jurisdiction of in corporation; is an air carrier duly authorized to act as such by the gover nment of its country of incorporation; and has the requisite corporate power an d authority to enter into and perform its obligations under this Agreemen t. The execution, delivery, and performance of this Agreement by it have been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by it, and, assuming due authorization, execution, and delivery by the other Party hereto, this Agreement constitutes its legal, valid, and binding obligation, enforceable against it in acc ordance with its te rms, except to the extent that enforceability may be lim ited or modified by the effect of bankruptcy, insolvency or other simi lar laws affectin g creditors’ rights generally, and the application of general principles of equity and public policy.

(b) The execution, delivery or performance by it of this Agreement, shall not: (i) contravene, conflict with or cause a default under (A) any Applicable Law, rule or regulation binding on it, or (B) any provision of its Charter, Certificate of Incorporation, Bylaws or other documents of corporate governance; or (ii) contravene, or cause a breach or violation of, any agreement or instrument to which it is a Party or by which it is bound, except where such conflict,

contravention or breach would not have a material adverse effect on it and its Affiliates, or on the operatio ns of it or its Affiliates, taken as a whole, or on its ability to perfor m this Agreement.

(c) The execution, delivery and performance by it of this Agreement do not require the consent or approval of, or the giving of notice to, the registration with, the recording or filin g of any documents with, or the taking of any other action in respect of, any Competent Author ity, any trustee or holder of any of its indebtedness or obligations, any stockholder or any other Person or entity, other than the Governmental Approvals (to be obtained by it, as indicated in

Annex F ), except where failure to obtain or take such action would not have a

material adverse effect on it or a material adverse effect on the transactions contemplated in this Agreement.Page 14 of 42 fifty percent (50%) or less immediately prior to such time of determination, or (v) a third party airlin e or the parent of a third party airline, acquires Control of such other Party. Each Pa rty undertakes to pr omptly notify the other in writing of an occurr ence of any of the events specified in this Section 16.2(f)

.

(g) Throughout the Term, either Party has the right to suspend performance of or terminate this Agreement immediately by giving written notice to the other Party in the event that it has reason to suspect or believe or in the event that:

(i) the other Party has suffered a significant emergency or serious incident or accident or received a serious threat that relates to any of that Party’s flights or to a Codeshared Flight or Codeshared Route; or

(ii) the other Party has received from any relevant Competent Authority notice that it has failed to comply w ith applicable safety or security requirements; or

(iii) the United States Department of Transportation (D OT), the United States Department of Defense (DOD) or the United States Department of Homeland Security (DHS), or the counterpart authorities in India, has ordered in writing or orally that the Marketing Carrier’s Code be removed from Codeshared Flights or Codeshared Routes operated by the Operating Carrier for any reason whatsoever; or

(iv) the civil aviation authority of India or the United States, as applicable, does not provide safe ty oversight of its air carrier operators in accordance with the minimum safety oversight standards established by the Inte rnational Civil Aviatio n Organization (ICAO), which results in India receiving a rating of Category 2 from the

Federal Aviation Administration (FAA), or the United States receiving an equivalent rating from counterpart authorities in India, respectively.

If a Party suspends this Agreement pursuant to this Section, as soon as the reason for the suspension no longer exists it shall no tify the other Party and this Agreement will recommence within thirty (30) days after th e date of notice under the same terms and conditions, or under amended terms and conditions in acco rdance with Section 30.1

. A Party that suspends this Agreement pursuant to this Section may at any time during the suspension terminate this Agreement by giving notice in writing to the other Party. If this Agreement is suspended or terminated pursuant to this Section 16.2(g)

, Sections 16.3 through 16.4 shall apply.

16.3 Subject to Section 16.4 , in the event of termination of this Agreement the Marketing Carrier shall, in its sole discretion, un less termination is pu rsuant Section 16.2(f) or Annex C or Annex D , take all reasonable actions to confirm and preserve reservations on the Operating Carrier for passengers scheduled to be traveling on Marketing Carrier Tickets and, as applicable, endorse or otherwise modify or reissue such tickets to permit use on the Operatin g Carrier. The Operating Carrier shall accept passengers traveling on such tickets as if such re servations had been booked through the Operating Carrier using ordinary interline procedures but giving effect to the revenue settlement methodology provided for in Section 6 of this Agreement.Page 15 of 42 16.4 In the event that this Agre ement is terminated by the Op erating Carrier pursuant to Section 16.2(d) or 16.2(e) , the Operating Carrier, in its sole discretion, may decline any or all passengers scheduled to be trav eling on Marketing Ca rrier Tickets. The Marketing Carrier shall be sole ly responsible for transferring the reservations of such passengers to other carriers or making other alternative arrangements.

17. INDEMNIFICATION

17.1 Without prejudice to any othe r written agreement or arrang ement of either Party to indemnify the other Party, the Party th at is the Operating Carrier (or whose

Authorized Affiliate or Au thorized Wet Lessor is th e Operating Carrier) shall indemnify, defend, and hold harmless th e Marketing Carrier and its Affiliates and their respective directors, officers, employ ees and agents (each individually, or all collectively a, “ Marketing Carrier Indemnified Party ”) from and against any and all Damages arising out of, caused by, or occurring in connection with (or alleged to arise out of, be caused by, or occurring in connection with) any of the following:

(a) the death of or injury to or delay of persons, or delay or loss of or damage to property (including aircraft, equipment, baggage, mail or cargo) occurring while such persons or property are under the control or in the custody of, or being transported by, the Operating Carrier (including, for the avoidance of doubt, Damages arising out of the d eath of or injury to Codeshared Passengers traveling on Marketing Carr ier Tickets irrespective of conditions or liability limits that appl y or may purport to apply);

(b) the death of or injury to, or loss or da mage to property of , third parties not carried on board the aircraft operated by the Operating Carrier but occurring in connection with such operations;

(c) negligent acts or omissions of the Opera ting Carrier related to its obligations under this Agreement, ot her than Damages to th e extent addressed in Section 17.1(a) or (b) or Section 17.2(a) or (b) ;

(d) the Operating Carrier’s breach of any of its representations or warranties set

forth in Section 14 of this Agreement; or

(e) infringement of a third-party’s intellectual property or similar rights by the Operating Carrier’s logo s, trademarks, service marks or trade names.

PROVIDED THAT, the Operating Carrier sha ll not be required to indemnify any Marketing Carrier Indemnified Party for any liability arising from the Marketing Carrier Indemnified Party’s willful misconduct. THE OPERATING CARRIER

UNDERSTANDS AND ACKNOWLEDGES THAT UNDER THE CIRCUMSTANCES ADDRESSED BY SECTIONS 17.1(a) AND 17.1(b) , IT WILL BE REQUIRED TO INDEMNIFY A MARKETING CARRIER INDEMNIFIED

PARTY AGAINST DAMAGES ARISING FROM SUCH MARKETING CARRIER INDEMNIFIED PARTY’S OWN NEGLIGENCE (BUT NOT WILLFUL MISCONDUCT).

17.2 Subject to the indemnities pr ovided in S ection 17.1(a) , and without prejudice to any other written agreement or arra ngement of either Party to indemnify the other Party, the Party that is the Marketing Carrier (o r whose Affiliate is the Marketing Carrier) shall indemnify, defend, and hold harmless the Operating Carrie r and its Affiliates and their respective directors, officers, employees, and agents (each individually an, or collectively the, “ Operating Carrier Indemnified Party ”) from and against anyPage 16 of 42 and all Damages arising out of, caused by, or occurring in connec tion with (or alleged to arise out of, be caused by, or occurrin g in connection with) any of the following:

(a) the death of or injury to or delay of pe rsons, or delay or loss of or damage to property (including aircraft, equipment, baggage, mail or cargo) occurring while such persons or property are under the control or in the custody of, or being transported by, the Operating Carri er, but only to the extent caused by

the willful misconduct of the Marketing Carrier;

(b) the death of or injury to, or loss or da mage to property of , third parties not carried on board the aircraft operated by the Operating Carrier but occurring

in connection with such operations, but only to the extent caused by the willful misconduct of the Marketing Carrier;

(c) negligent acts or omissions of the Mark eting Carrier that are related to its obligations under this Agreement, other than Damages to the extent addressed in Section 17.1(a) or (b) or Section 17.2(a) or (b) ;

(d) passenger claims based on the Marketing Carrier’s failure to properly issue, deliver and complete transportation documentation in accordance with the provisions of the standard IATA or other applicable ticketing procedures, including, without limitation, the failure to put a proper notice of the limits of liability under the Warsaw Convention, as amende d, or the Montreal Convention of 1999, as amended, on such documentation (it being

understood that in ticketin g Codeshared Passengers, the Marketing Carrier is entitled to apply the limits of liability provided for in its own Conditions of Carriage); provided, however, that the Marketing Carrier sh all only be liable under this Section 17.2(d) for that portion of any Damages that is in excess of the Damages against which the Operating Carrier would have been required to indemnify the Marketing Carrier under Section 17.1(a) if the Marketing Carrier had properly complied with all IATA ticke ting procedures;

(e) the Marketing Carrier’s breach of its representations or warranties set forth in

Section 14 of this Agreement; or

(f) infringement of a third-party’s intellectual property or similar rights by the Marketing Carrier’s logo s, trademarks, service marks or trade names.

17.3 A Party (the “ Indemnified Party ”) that believes it is entitle d to indemnification from the other Party (the “ Indemnifying Party ”) pursuant to the terms of this Agreement with respect to a claim for Damages (i.e., a third-party claim) shall provide the Indemnifying Party with written notice (an “ Indemnification Notice ”) of such claim (provided, however, that the failure to give such notice sh all not relieve the Indemnifying Party of its obligations hereunde r except to the extent that such failure is materially prejudicial to the Indemnif ying Party), and the Indemnifying Party shall be obligated and entitled, at its own cost and expense a nd by its own legal advisors, to control the defense of or to settle any such third-party claim. The Indemnifying Party shall have the right to elect to settle any such claim for monetary Damages only, subject to the consent of the Indemnified Pa rty; provided, however, if the Indemnified Party fails to give such consent to a settle ment that has been agreed upon by the Indemnifying Party and the claimant in ques tion within twenty (20) days of being requested to do so, the Inde mnified Party shall assume the defense of such claim or demand and regardless of the outcome of such matter, the Indemnifying Party’s liability hereunder shall be limited to the amount of a ny such proposed settlement. If the Indemnifying Party fails to take any action against the th ird-party claim that is thePage 17 of 42 subject of an Indemnification Notice within thirty (30) days of receiving such Indemnification Notice, or otherwise c ontests its obligatio n to indemnify the Indemnified Party in conn ection therewith, the Indemnified Party may, upon providing prior written notice to, but without the further co nsent of, the Indemnifying Party settle or defend against such third-party claim for the account, and at the expense, of the Indemnifying Party. Except as set forth in this Section 17.3 , the Indemnified Party shall not enter into any settlement or other compromise or consent to a judgment with respect to a third-party claim to whic h the Indemnifying Party has an indemnity obligation without the prior written consent of the Indemnifying Party.

17.4 Each Indemnified Party shall have the right, but not the duty, to participate in the defense of any claim with attorneys of its own choosing and at its own cost, without relieving the Indemnifying Party of any oblig ations hereunder. In addition, even if the Indemnifying Party assumes the defense of a claim, the Indemnified Party shall have the right to assume control of the defense of any claim from the Indemnifying Party at any time, and to el ect to settle or defend against such claim; provided, however, the Indemnifying Party shall ha ve no indemnification obligations with respect to such claim except for the costs and expenses of the Indemnified Party (other than attorneys’ fees incurred in participating in the defense of such claim) incurred prior to the assumption of the defense of the claim by the Indemnified Party.

17.5 Each Party further agrees to indemnify, defend and hold harmless the other Party from and against any and all Taxes (as defined in Annex A ), or assessments, as the case may be, levied upon or ad vanced by the Inde mnified Party, but that ultimately the Indemnifying Party would be responsible for paying, which resulted from any transaction or activity contem plated by this Agreement.

17.6 The rights and obligations of th e Parties under this Section 17 shall survive the Termination Date or expira tion of this Agreement.

18. INSURANCE

18.1 The Operating Carrier shall procure and ma intain for the benefit of the Marketing Carrier during the term of this Agreement with insurance carriers of known financial responsibility, insurance of the type and in the amounts listed below:

(a) Third Party Legal Liability in respect of all operations, including but not limited to aircraft (owned and non-owne d) liability (including risks hijacking and allied perils), passenge r and crew baggag e and personal effects, funeral and repatriation expenses (including crew), all reasonable expenses arising out of the Family Assistance Act (Uni ted States) and/or similar regulations applying elsewhere in the world, cargo, mail, hangarkeepers, comprehensive general liability, or its equivalent in cluding premises, pr oducts, completed operations, liquor law liab ility, and contractual liability . This insurance must be primary without right of contribution from any insurance carried by the Marketing Carrier to the extent of the indemnity specified in Section 17.1

, and shall (i) name the Marketing Carrier and the Marketing Carrier

Indemnified Parties as add itional insureds to the extent of the protections afforded the Marketing Carrier under th e indemnity specified in Section 17.1

, (ii) contain a severability of interest clause and a breach of warranty clause in favor of the Marketing Ca rrier, (iii) specifically insure the Operating

Carrier’s indemnification ob ligations under this Agreement to the full extent of the coverage provided by the Oper ating Carrier’s polic y or policies, and (iv) contain a provision stating that th e Operating Carrier’s policy or policies are automatically amended to comply w ith the laws and re gulations of anyPage 18 of 42 local, federal, or other governmental authority having jurisdiction over aircraft operated by the Operating Carrier.

(b) Except as provided otherwis e in this Section 19.1(b) , the Operating Carrier shall maintain a combined single li mit of liability of not less than USD $1,000,000,000 per any one occurrence for each aircraft, including bodily injury, death, personal injury, property damage, passenger (including Codeshared Passengers and other revenue and non-revenue passengers) legal liability and war and allied perils comb ined, over all cove rages and in the aggregate as applicable, but (i) person al injury limited to USD $25,000,000 per offense and in the annual aggregate except with respect to passengers (including Codeshared Passengers and other revenue and non-revenue passengers), and (ii) war and allied perils may be subject to an annual aggregate limit; provided, ho wever, with respect to (1) Kingfisher Airbus

model A330 aircraft the combined single limit of liability per any one occurrence shall be not les than USD $1,250,000,000 (or INR currency equivalent), (2) Kingfisher Airbus models A319, A 320 and A321 aircraft (except aircraft with Indian aircraft registrations VT-DKV, VT-DKU and VT-ADU) the combined single limit of liability per any one occurrence shall be not less than USD $600,000,000 (or INR currency equivalent), (3) Kingfisher Airbus models A319, A 320 and A321 aircraft with Indian aircraft registrations VT-DKV, VT-DKU and VT-ADU the combined single limit of liability per any one occurrence shall be not less than US D $750,000,000 (or INR currency equivalent), and (4) Ki ngfisher Aerospatiale Aeritalia Model ATR72 aircraft the combined single li mit of liability per any one occurrence shall be not less than USD $300,000,000 (or INR currency equivalent).

(c) Hull all risk insurance, including war risk, and such policy shall include a waiver of subrogation in favor of the Marketing Carrier to the extent of the indemnity specified in Section 17.1

.

(d) Worker’s compensation and employer’s liability insurance, or such other similar or equivalent insurance carri ed outside of the United States, in accordance with statutory limits.

18.2 The Operating Carrier shall provide the Marketing Carr ier with certificates of insurance evidencing such coverage no less than thirty (30) days prior to the commencement of the first Codeshared Flight, and thereafter within five (5) Business Days of the date of any renewal of such co verage. The certificates must indicate that the above coverage shall not be canceled or materially altered without thirty (30) days’ advance written notice to the Marketing Carr ier and that the Marketing Carrier shall be notified of any expiration or renewal of such coverage. The notice period in respect of war and allied perils coverage sha ll be seven (7) days or such lesser period as is or may be available in accordance with the policy prov iding such coverage.

19. TAXES

19.1 Subject to Section 19.4 , each Party shall be responsible for any net or gross income or franchise taxes (or taxes of a similar natu re) on the revenues or income or any

measure thereof which is attributable to it in connection with the sale of air transportation pursuant to this Agreement.

19.2 The Party that acts as the Ticketing Carrier in respect of any particular transaction shall collect, except as otherwise prohibite d by law, all Ticket Taxes relating toPage 19 of 42 tickets sold or travel documents issued by it with respect to air transport pursuant to this Agreement. The Parties hereby agree as follows:

(a) The Ticketing Carrier shall collect, repo rt and remit to the taxation authorities any non-interlineable Ticket Taxes levi ed in connection with sales of the Codeshared Flights.

(b) The Ticketing Carrier shall collect any interlineable Ticket Taxes levied in

connection with the sales of the Codeshar ed Flights. If the Ticketing Carrier is the Marketing Carrier or a third-party, the Oper ating Carrier shall report

and issue a debit invoice to the Ticket ing Carrier through the IATA Clearing House for any interlineable Ticket Taxe s levied in connection with the sales of the Codeshared Flights. The Oper ating Carrier shall remit to taxation

authorities all such inter lineable Ticket Taxes.

(c) The Operating Carrier may bill the Tick eting Carrier for any Ticket Taxes due or payable on or measured by passenger enplanement and payable or remittable by the Operating Carrier or the Marketing Carrier in accordance with industry guidelines outlined in the IATA Revenue A ccounting Manual (IATA-RAM).

(d) If the Ticketing Carrier is a third-pa rty, the Marketing Carrier shall use commercially reasonable efforts to ca use such third-party to implement the foregoing provisions.

19.3 Notwithstanding the provisions of Section 19.2 , if the Ticketing Carrier is prohibited by law from collecting certain Ticket Taxes in the country where tickets are sold or where travel documents are issued, then th e Ticketing Carrier is relieved only from collecting such Ticket Taxes so prohibite d by law and shall notify the Operating Carrier within thirty (30) days of the enac tment of such laws which Ticket Taxes it is prohibited from collecting and render reasonable assistance to the Operating Carrier so that procedures can be implemented to collect such Ticket Taxes from the

passenger.

19.4 Both Parties acknowledge th at the tax laws of the c ountries in which they may operate in connection with the Codeshared Flights may require withholding of Taxes on certain of the payments that either of the Parties or their agents (the “ Payor ”) may be required to pay to the other Party (the “ Payee ”), under this Agreement. It is agreed that payments to the Payee shall be exclusive of such withholding, provided however, that the Payor shall inform the Payee in writing w ith at least forty five (45) days’ advance notice of its intent to withho ld the Taxes and the legal basis for such withholding. The Payor shall inform the Payee:

(a) within fifteen (15) days of receipt by the Payor of any directives that may be given to the Payor by such taxation authority; and

(b) within fifteen (15) days of payment by the Payor to the relevant taxation authority the amounts withheld by Payor.

19.5 For U.S. income tax purposes, Kingfisher shall annually and timely furnish American, a valid, completed and duly executed U.S. Federal Form [W-8ECI (Certificate of Foreign Person’s Claim That Income Is Effectively Connected With

the Conduct of a Trade or Bu siness in the United States) or W-8BEN (Ownership, Exemption, or Reduced Rate Certificate)] or such other forms as the U.S. Internal Revenue Service may require fr om time to time, so that American may report anyPage 20 of 42 relevant transactions arising under this Agreement and, if applicable, substantiate an exemption from any obligation on American’s part with respect to any income tax withholding or repor ting obligations on paym ents made to Kingfisher. In the event the Payor is required to withhold taxes under the procedures of Section 19.4 , the Payor shall provide to the Pa yee within thirty (30) days of such withholding a tax receipt and copies of any support for the payment as may be necessary to support a claim by the Payee of a foreign tax credit under Applicable Laws.

19.6 If either Party receives notice from any taxation authority w ith respect to any assessment or potential asse ssment or imposition of an y Tax (collectively, an

“ Assessment ”) relating to this Agreement, that the other Party may be responsible for paying, directly or indirectly, the Party so notified shall inform the other Party in writing within ten (10) days of receipt of such notice. If the Party receiving such notice from a taxation authority is or will be required to pay any Assessment for which the other Party is ultim ately responsible, it shall be entitled to be indemnified against such Assessment in accordance with Section 17.5 . The Indemnifying Party shall have the option to defend or contest such Assessment in accordance with the procedures set forth in Section 17

.

20. JOINT MANAGEMENT COMMITTEE

20.1 Coincident with the execution of this Agreement, American and Kingfisher will create a joint management committee (the “ Committee ”). American and Kingfisher will each designate two (2) management representatives to the Committee and each will have the right to replace its management designees at any time upon prior written notice to the other Party. The Committee w ill endeavor to meet annually (in person or by telephone) at a mu tually agreed time and loca tion and will meet at such additional times as it determines ap propriate for the pe rformance of its responsibilities or as reason ably requested by either Part y. Each meeting will be conducted in accordance with an agenda to be determined as described below. Either Party may place an item on the agenda of any meeting of the Committee.

20.2 The Committee will oversee the management of the trans actions and relationships contemplated in this Agreement, and, in that capacity, will review the planning and implementation of the cooperative services of American and Kingfisher, and their respective airline Aff iliates. The Committee will, as part of its responsibilities, monitor customer service quality, system development, performance of Codeshared Flights, marketing approach and techniques, shared use of facilities, frequent flyer arrangements, and all other aspects of the implementation, operation, and compliance with this Agreement, the Fr equent Flyer Participating Agreements, and the Lounge Access Agreement, and any other marketing agreements between the Parties (e.g., cargo, alliance), if any. The Committ ee will consider ways to improve the performance and efficiency of the cooperative services to reduce costs and to increase

the benefits afforded to Am erican and Kingfisher by th e relationship. The Committee will also actively consider, and endeavor to develop, opportunities for expanding the scope of the relationship between the Parties and their respective Af filiates. Areas for further cooperation may include, but are not limited to, ground handling, joint purchasing of fuel and othe r items, facilities consolidatio n, maintenance, insurance, and the provision of management services and systems by American and/or Kingfisher and their respective Affili ates. The Committee will resolve any

differences between the Partie s on a fair and amicable basis. In performing its responsibilities, the Committee will be mindfu l of, and will comply with, all laws and regulations applicable to Am erican and Kingfisher, incl uding, without limitation, laws and regulations governing competitio n between American and Kingfisher.Page 21 of 42 21. FORCE MAJEURE

21.1 Except with respect to the performance of payment, confidentiality, and indemnity obligations, which shall be un conditional under this Agreemen t, neither Party shall be liable for delays in or failure to perform un der this Agreement to the extent that such delay or failure (an “ Excusable Delay ”) (a) is caused by any act of God, war, act of terrorism, natural disaster, strike, lockout, labor dispute, work stoppage, fire, serious accident, epidemic or quarantine restriction, act of government or any other cause, whether similar or dissimilar, beyond the control of that Party; and (b) is not the result of that Party’s lack of reas onable diligence. If an Excusa ble Delay continues for sixty (60) days or longer, the non-delayed Party shall have the right, at its option, to terminate this Agreemen t by giving the delayed Party at least thirty (30) days’ prior

written notice.

22. GOVERNING LAW AND DISPUTE RESOLUTION

22.1 This Agreement shall in all respects be governed by and construed in accordance with the laws of England (without regard to its conflict of laws prin ciples) including all

matters of constr uction, validity and performance.

22.2 All disputes arising out of or in connec tion with this Agreement shall be finally

settled under the Rules of Arb itration of the Internationa l Chamber of Commerce (the

“ Rules ”) by a panel of arbitrators appointed in accordance with such Rules. The arbitration panel shall consist of three (3) arbitrators who are knowledgeable about the legal, marketing, and other business asp ects of the airline industry, and fluent in the English language. The ar bitration may be conducted by only one (1) arbitrator if Kingfisher and American agree in advance of the arbitration on a mutually acceptable individual. The arbitration proceedings shall take place in London, and shall be conducted in the English language.

22.3 Each Party irrevocably submits to the non exclusive jurisdiction of the courts in England for purposes of enforcing any arbitral award or for other legal proceedings arising out of this Agreement or any trans actions contemplated in this Agreement. Each Party, to the fullest extent it may ef fectively do so under substantive governing law applicable to this Agreem ent, also irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court and any obj ection that it may have as to venue or inconvenient forum in respect of claims or actions brought in such court. Nothing in

this Section 22 affects the right of any Party to serve process in any manner permitted by law, or limits any right that any Party may have to bring proceedings against the other Party in the courts of any jurisdiction or to enfo rce in any lawful manner a judgment obtained in one jurisd iction in any other jurisdiction.

23. COVENANT TO COMPLY WITH ALL LAWS

23.1 In performing its obligations under this Agreement, each Party shall, at its own cost and expense, fully comply with, and have a ll licenses under, all applicable federal, state, provincial and local laws, rules and regulations of the United States, India and all third countries, including rules and regu lations promulgated by the U.S. National Transportation Safety Board, U.S. Depart ment of Transportation, U.S. Federal Aviation Administration, the U.S. Department of Defense, the U.S. Department of Homeland Security and the counterpart agencies in India. Each Party further agrees to participate in (i) the Advance Passenger Information System ( APIS ) program whereby the Operating Carrier will, upon re quest, supply U.S. Customs and Border Protection (“ CBP ”) with the required passenger ma nifest data from its flight(s)Page 22 of 42 inbound to and outbound from the United Stat es at the time of departure; and (ii) the U.S. Department of Homeland Security (“ DHS ”) Electronic System for Travel Authorization (“ ESTA ”), (iii) the DHS Secure Flight program, and (iv) any program of U.S. Citizenship and Immigration Services (“ USCIS ”) (if any) whereby the Operating Carrier is allowe d to transport passengers in transit without visas (“ TWOV ”) via designated U.S. ports of entry to a third country .

23.2 If either Party has notice that a provision of this Agreement is contrary to any Applicable Laws or governmental regulations , that Party shall immediately notify the other Party in writing, such notice to includ e a description of the perceived violation of regulation and su pporting written materials that facilitate the other Party’s investigation of such perceived violation.

24. PUBLICITY

Except as required by Applicable Law, neither Pa rty may issue any written pr ess release concerning this Agreement without the prior written consent of the other Part y, which consent shall not be unreasonably withheld or delayed.

25. CONFIDENTIALITY

25.1 Except as necessary to obtain any Government Approvals or as otherwise provided below, each Party shall, and shall ensure that its directors, officers, employees, Affiliates, and professional ad visors (collectively, the “ Representatives ”), at all times, maintain strict confidence and secrecy in respect of all Confidential Information of the other Party (including its Affiliates) received directly or indirectly as a result of this Agreement. If a Party (the “ Disclosing Party ”) is requested to disclose any Confidential Information of the other Party (the “ Affected Party ”) under the terms of a subpoena or order issued by a court or governmental body, it shall (a) notify the Affected Party immediately of the existence, terms, and circumstances surrounding such request, (b) consult with the Affected Party on the advisability of taking legally available step s to resist or narrow such request, and (c) if any

disclosure of Confidential In formation is required to prevent the Disclosing Party from being held in contempt or subject to other legal penalty, furnish only such portion of the Confidential In formation as it is legally co mpelled to disclose and use commercially reasonable efforts to obtain an order or other reliable assurance that

confidential treatment shall be accorded to the disclosed Confid ential Information. Each Party agrees to tran smit Confidential Informatio n only to such of its Representatives as required for the purpose of implemen ting and administering this Agreement, and shall inform such Represen tatives of the confid ential nature of the

Confidential Information and instruct such Representatives to tr eat such Confidential

Information in a mann er consistent with this Section 25.1 . Notwithstanding the foregoing, each Party shall have the right to disclose such Confidential Information to its legal advisors, investors, financiers and potential financiers on a need-to-know basis, provided that (i) such persons prior to disclosure have been informed of the

confidential nature of such information an d agreed to be bound by obligations of confidentiality not less strict than the conf identiality obligations contained in this Agreement, and (ii) the Part y disclosing such informatio n to such third parties as provided in this sentence shall be responsible to the other Party for all acts or omissions of such third parties with rega rd to such Confidential Information so

disclosed.

25.2 Within ninety (90) days after the termina tion of this Agreement, each Party shall,

either deliver to the other Pa rty or destroy all copies of the other Party’s Confidential Information in its possessio n or the possession of any of its RepresentativesPage 23 of 42 (including, without limitation, any reports, memoranda or other materials prepared by such Party or at its direction) and purge all copies encoded or stored on magnetic or other electronic media or processors, unless and only to the extent that the

Confidential Information is necessary for the continued administration and operation of such Party’s programs or is reasonably necessary in connection with the resolution of any dispute between the Parties.

25.3 Each Party acknowledges and agrees that in the event of any breach of this Section

25 , the Affected Party shall be irreparably and immediately harmed and could not be made whole by monetary Damages. Accordingl y, it is agreed that , in addition to any other remedy at law or in equity, the Affect ed Party shall be enti tled to an injunction or injunctions (without the posting of any bond and without proof of actual Damages) to prevent breaches or threatened breaches of this Section 25 and/or to compel specific performance of this Section 25

.

25.4 The confidentiality obligations of the Parties under this Section 25 shall survive the Termination Date or expiration of this Ag reement for a period of five (5) years.

26. ASSIGNMENT

Neither Party may assign or otherwise convey any of its rights under this Agreement, or delegate or subcontrac t any of its duties here under, without the prio r written consent of the other Party; provided however, that each of American and Kingfisher may assign, subcontract or delegate any of its rights, du ties or obligations under this Ag reement to any of its Affiliates provided that such assignment and/or delegation shall not relieve American or Kingfisher of any of its obligations under this Agreement.

27. SEVERABILITY

If any provision of this Agreement is or becomes illegal, invalid or unenforceable under the law of any jurisdiction, such provision sha ll be severed from th is Agreement in the jurisdiction in question and shall not affect the legality, validity or enforceability of the remaining provisions of this Ag reement nor the legality, validity or the enforceability of such provision under the law of any other jurisdiction; unless, in the reasonab le opinion of either Party, any such severance affects the commercial basis of this Agreement, in which case the Party shall so inform the other Party and the Pa rties shall negotiate in good faith to agree upon modification of this Agreement so as to mainta in the balance of the commercial interests of the Parties. If, howeve r, such negotiations are not successfully concluded within ninety (90) days from the date a Party has informed the other that the commercial basis has been affected, either Party may terminate this Agreement by gi ving at least thirty (30) days’ prior written notice to the other Party.

28. EXCLUSIVITY

28.1 This Agreement is non-exclusive and does not preclude either Party from entering into or maintaining marke ting relationships, including codesharing, with other airlines, except that:

(a) During the term of this Agreement, Ki ngfisher shall not, and shall cause its

Affiliates not to:

(i) place the Kingfisher Code or any Affiliate’s Code, on any flight operated by any air carrier domiciled in the United States, other than American and its Affiliates, w ithout American’s prior written consent, such consent not to be unreasonably withheld or delayed; orPage 24 of 42 (ii) permit any air carrier domiciled in the United States, other than American and its Affiliates, to place its Code on any flight operated by Kingfisher or any Affiliate of Kingfisher, without American’s prior written consent, such consent not to be unreasonably withheld or delayed; or

(iii) place the Kingfisher Code or any Affiliate’s Code, on any flight to, from, via, or within the United States, other than flights operated by Kingfisher and its Affiliates and Am erican and its Af filiates, without American’s prior written consen t, such consent not to be unreasonably withheld or delayed; or

(iv) permit any air carrier, other than Amer ican and its Affiliates, to place its Code on any flights to, from, via, or within the United States, operated by Kingfisher or any Affiliate of Kingfisher, without American’s prior written consen t, such consent not to be unreasonably withheld or delayed.

(b) During the term of this Agreement, Am erican shall not, and shall cause its

Affiliates not to:

(i) place the AA Code or any Affiliate’s Code on any flight operated by any air carrier domiciled in India, other than Kingfisher and its Affiliates, without Kingfisher’s pr ior written consent, such consent not to be unreasonably withheld or delayed; or

(ii) permit any air carrier domiciled in India, other than Kingfisher and its Affiliates, to place its Code on any flight operated by American or any Affiliate of American, w ithout Kingfisher’ s prior written consent, such consent not to be unreasonably withheld or delayed; or

(iii) place the AA Code or any Affiliate’s Code, on any flight to, from, via, or within India, other than flights operated by American and its Affiliates and Kingfisher and its Aff iliates, without Kingfisher’s prior written consent, such co nsent not to be unreas onably withheld or delayed; or

(iv) permit any air carrier, other than Kingfisher and its Affiliates, to place its Code on any flights to, from, via, or within India operated by American or any Affiliate of Am erican, without Kingfisher’s prior written consent, such co nsent not to be unreas onably withheld or delayed.

28.2 The foregoing Section 28.1 shall not apply to:

(a) codeshared arrangements currently in force between each of Kingfisher and American and third-parties, and any futu re renewals or modifications of such commitments;

(b) codeshared arrangements with air carriers that provide only air cargo services (i.e., no commercial passenger air transport services); or

(c) codeshared arrangements with any member of the one worldTM Alliance.Page 25 of 42 29. FURTHER ASSURANCES

29.1 Each Party shall perform such further acts and execute and deliver such further instruments and documents at such Party’s cost and expense as may be required by Applicable Law, rules or regu lations or as may be reasonably requested by the other to carry out and effectuate the purposes of this Agreement.

29.2 If and to the extent the tr ansactions or activities cont emplated by this Agreement require the cooperation or par ticipation of an Af filiate or an Auth orized Wet Lessor that is not a party hereto, then its Parent Carrier sha ll cause such Affiliate or Authorized Wet Lessor to cooperate or par ticipate in such transaction or activity. Without limiting the generality of the foregoin g, if such Affiliate or Authorized Wet Lessor operates as an Operating Carrier in connection with this Agreement and is not a party to a separate codesharing agreement or addendum hereto with respect to such operations, its Parent Carrier shall cause it to comply with all obligations imposed on an Operating Carrier hereunder as if such Affiliate or Authoriz ed Wet Lessor were a party hereto. The Parent Carrier shall be jointly and severally obligated and liable

with such Affiliate or Auth orized Wet Lessor for all su ch obligations, including, without limitation, the indemn ity and insurance requirements of this Agreement. In addition, the Parent Carrier shall cause such Affiliate or Authorized Wet Lessor to perform such acts and execute and deliver such further instruments and documents as may reasonably be required by the other Party to provide for such cooperation and participation, including, without limitation, execution of an addendum providing for

such Affiliate or Authorized Wet Lessor to become a party to this Agreement.

30. MISCELLANEOUS

30.1 This Agreement contains the entire agreem ent between the Parties relating to its subject matter, and supersedes any prior understandings or agreements between the Parties regarding the same subject matter. This Agreement may not be amended or modified except in writing signed by a duly authorized Representative of each Party.

30.2 The relationship of the Parties hereunder shall be that of independent contractors. Neither Party is intended to have, and neither of them shall represent to any other Person that it has, any power, right or authority to bind the other, or to assume, or create, any obligation or respon sibility, express or implied, on behalf of the other, except as expressly required by this Agreem ent or as otherwise permitted in writing. Nothing in this Agreement shall be construe d to create between th e Parties and/or the Parties’ Representatives any partnership, joint venture, employment relationship, franchise or agency (except that the Operating Carrier shall have supervisory control over all passengers during any Codeshared Flight, including any employees, agents or contractors of the Marketing Carrier who are on board any such Codeshared Flight).

30.3 In the event that there occurs a substantial change in market conditions in general or

in the condition of e ither Party, which chan ge is not substantially the result of an act or omission of the Party requesting a change or amendment to this Agreement, and which change has a material adverse effect on either Party to this Agreement, then American or Kingfisher may propose a review of or amendment to this Agreement to limit or expand any of the te rms, to extend the relationsh ip to additional activities or city-pair destinations or otherwise to modify in a ny way the transactions or relationships contemplated in this Agre ement. However, neither American nor Kingfisher will have any oblig ation, for any reason, to ef fect such an amendment.Page 26 of 42 30.4 All rights, remedies and obliga tions of the Parties hereto shall accrue and apply solely to the Parties hereto and their permitted succe ssors and assigns; there is no intent to benefit any third-parties, including the creditors of either Party.

30.5 This Agreement may be executed and delivered by the Parties in separate counterparts, each of which when so executed and delivered shall be an original, but all of which taken together shall co nstitute one and the same instrument.

30.6 No failure to exercise and no delay in exercising, on the part of any Party, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof of the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. The failure of any Party to insist upon a strict performance of any of the terms or provisions of this Agreement, or to exercise any option, right or remedy herein contained, shall not be construed as a waiver or as a relinquishment for the future of such term, provision, option, ri ght or remedy, but the same shall continue

and remain in full force and effect. No waiv er by any Party of any term or provision of this Agreement shall be de emed to have been made unless expr essed in writing and signed by such Party.

30.7 This Agreement is the product of negotia tions between Kingfish er and American, and shall be construed as if jointly prepared and drafted by them, and no provision hereof shall be construed for or against any Party by reason of ambiguity in language, rules of construction against the draf ting Party, or similar doctrine.

30.8 Although translations of this Agreement may be made into any other language for the convenience of the Parties, the English version will gove rn for all purposes of the interpretation and performance of this Agreement.

30.9 Neither Party shall be liabl e for any exemplary, punitive, special or consequential Damages, including lost revenues, lost profits or lost prospective economic advantage, arising from any performance or failure to perform und er this Agreement, even if such Party knew or should have known of the possibility thereof, and each Party hereby releases and waives any claims against the other Party regarding such Damages. FOR THE AVOIDANCE OF DOUBT, THE PARTIES AGREE THE

FOREGOING SHALL NOT LIMIT A PARTY’S OBLIGATION TO INDEMNIFY

THE OTHER IN ACCORDANCE WITH SECTION 17 FOR DAMAGES ARISING OUT OF OR RELATING TO A CLAIM, SUIT OR CAUSE OF ACTION BY A

THIRD PARTY.Page 27 of 42 31. NOTICES

Unless otherwise expressly required in this Agreement or the Procedures Manual, all notices, reports, invoices and other communications required or permitted to be gi ven to or made upon a Party to this Agreement shall be in writing, shall be addressed as pr ovided below and shall be considered as properly given and received: (i) when delivered, if delivered in person (and a signed acknowledgment of receipt is obtained); (ii) three (3) Bu siness Days after dispatch, if dispatched by a recognized express delivery serv ice that provides signed acknowledgments of receipt; (iii) seven (7) Business Days after depo sit in the applicable postal serv ice delivery system; or (iv) if transmitted by facsimile, upon completion of transmission and upon confirmation by the sender (by a telephone call to a Representative of the recipient or by machine confirmation) that the transmission wa s received. For the purposes of notice, the

addresses of the Parties shall be as set forth below; provided, however, that either Party shall have the right to change its addr ess for notice to any other locatio n by giving at least three (3) Business Days prior written notice to the ot her Party in the manner set forth above.

If to American Airlines, Inc.: 4333 Amon Carter Blvd., MD 5635 Fort Worth, Texas 76155 Attention: Managing Director – International Planning Responsible for Kingfisher Codeshare Phone: (817) 967-2483 Facsimile: (817) 967-3179

with a copy to: 4333 Amon Carter Boulevard, MD 5675 Fort Worth, Texas 76155 Attention: Corporate Secretary Phone: (817) 963-3598 Facsimile: (817) 967-4313

If to Kingfisher: Kingfisher Airlines Limited UB Tower, Level 12, UB city, 24, Vittal Mallya Road, Bangalore 560001, Karnataka India

Fax: +91-80-22274890

With a copy to:

Fax: +91-22-26262404

Attention: Chief Financial Officer

and to: Kingfisher Airlines Limited

60 East 42 nd Street Suite 2007 New York, NY 10165

Attention: Atul Kumria Regional Director (North America)



### Phone: (646) 201 9122 EXTN 201

Facsimile: (646) 217 3059Kingfisher-AA Codeshare Agreement-v4 111910 AA execution A1 

### ANNEX A

DEFINITIONS

“ Affected Party ” has the meaning assigned to such term in Section 25.1

.

“ Affiliate ” means, with respect to any Person or entity, an y other Person or entity directly or indirectly Controlling, Controlled by, or under common Control with, such Person or entity.

“ Agreement ” has the meaning assigned in the preamble to this Agreement.

“ Airline Guides ” means the printed and electronic data versions of the “Official Airline Guide” and the “ABC World Airlines Guide,” a nd their respective successors.

“ American ” has the meaning assigned in the preamble to this Agreement.

“ APIS ” means the Advance Passenger Information System program.

“ Applicable Law ” means all applicable laws of any jurisdic tion including securities laws, tax laws, tariff and trade laws, ordinances, judgments, decrees, inj unctions, writs, and orders or like actions of any Competent Authority and the rules, regulations, orders or like actions of any Competent Authority and the interpretations, licenses, and permits of any Competent Authority.

“ Assessment ” has the meaning assigned to such term in Section 19.6

.

“ ATPCO ” means the Airline Tariff Publishing Company.

“ Authorized Affiliate ” means with respect to American, Am erican Eagle Airlines, Inc., Executive Airlines, Inc. and any air carrier operating flights with American’s Code unde r the AmericanConnection ®


### brand name, currently Chautauqua Airlines, Inc., a nd with respect to Kingfisher, no other airline.

“ Authorized Wet Lessor ” has the meaning assigned to such term in Section 2.9

.

“ Business Day ” means any day other than a Saturday, Sunday or other day in which banking institutions in New York, New York USA, or Mumbai, India, are required by law, regulation or executive order to be

closed.

“ Carrier Code Box ” means (i) for paper tickets, the field containing the two character airline designator code as defined in IATA Resolution 727, or (ii) fo r electronic (or e-) tickets the three alphanumeric characters contained in the “Sold Airline Designator (Marketing Carrier)” field as defined in IATA

Resolution 722f.

“ CBP ” means U.S. Customs and Border Protection.

“ Code ” means the two (2) character identifier assigne d to a carrier by IATA for the purpose of exchanging interline carrier messages in accordance with AIRIMP procedures.

“ Codeshare Commission ” has the meaning assigned to such term in Section 6.2

.

“ Codeshared Flight ” means a flight on which both Parties have placed their respective Codes, as defined

in Section 2.1 and Annex B

.

“ Codeshared Routes ” or “ Routes ” means the city-pair markets set out in Annex B

.Kingfisher-AA Codeshare Agreement-v4 111910 AA execution A2 

### “ Codeshared Passenger ” means a passenger traveling on a Marketing Carrier Flight Coupon.

“ Committee ” has the meaning assigned to such term in Section 20.1

.

“ Competent Authorities ” means any supranational, national, federal, state, county, local, regulatory or municipal government body, bureau, commission, board, bo ard of arbitration, instrumentality, authority, agency, court, department, inspectorate, minister, minist ry, official or public or statutory person (whether autonomous or not) having jurisdiction ove r this Agreement or either Party.

“ Conditions of Carriage ” means those conditions of contract, tariffs and rules of carriage of a Party that govern the transport of passengers traveling on tickets showing such Party’s Code in the Carrier Code Box of the flight coupon.

“ Confidential Information ” means (a) all confidential or proprieta ry information of a Party, including, without limitation, trade secrets, information concer ning past, present and future research, development, business activities and affairs, finances, properties, methods of operation, processes and systems, customer lists, customer information (such as passenger name record or “PNR” data) and computer procedures and access codes; (b) the terms and conditions of this Agreement and any reports, invoices or other communications between the Parties given in c onnection with the negotiation or performance of this Agreement; and (c) excludes (i) information already in a Party’s possession prior to its disclosure by the other Party; (ii) information obtained from a third Person or entity that is not prohibited from transmitting such information to the receiving Party as a result of a contractual, legal or fiduciary obligation to the Party whose information is being disclosed; (iii) inform ation that is or becomes generally available to the public, other than as a result of disclosure by a Party in violation of this Agreement; or (iv) information that has been or is independently acquired or develope d by a Party, or its Affiliate, without violating any of its obligations under this Agreement.

“ Control ” means the power, directly or indirectly, to dir ect or cause the direction of the management and policies of such Person or entity, whether through th e ownership of voting securities, by contract or otherwise and includes the terms “controlled by” and “under common control with”.

“ CRS ” means a computerized reservations system owned or operated by any entity, including either Party to this Agreement, that contains information a bout commercial airline schedules, fares, cargo rates, passenger and cargo tariff rules and flight availability that is made available to tr avel agents, cargo agents and other non-airline entities to facilitate their ability to make reservations and issue tickets and air waybills.

“ Damages ” means all third party claims, suits, causes of action, penalties, liabilities, judgments, demands, recoveries, awards, settlements, penalties, fi nes, losses and expenses of any nature or kind whatsoever (including, without limitation, internal ex penses of the Indemnified Party, such as employee salaries and the costs of cooperating in the investigati on, preparation or defense of claims) under the laws of any jurisdiction (whether arising in tort, contr act, under the Warsaw Convention, as amended, or the Montreal Convention of 1999, as amended, and relate d instruments or otherwise), including reasonable costs and expenses of investigating, preparing or defending any claim, suit, action or proceeding (including post judgment and appella te proceedings or proceedings that are incidental to the successful establishment of a right of indemnification), such as reasonable attorneys’ fees and fees for expert witnesses, consultants and litigation support services.

“ DHS ” means the U.S. Department of Homeland Security.

“ Disclosing Party ” has the meaning assigned to such term in Section 25.1

.Kingfisher-AA Codeshare Agreement-v4 111910 AA execution A3 

### “ Effective Date ” has the meaning assigned to such term in Section 16.1

.

“ ESTA ” means DHS’s Electronic System for Travel Authorization.

“ Excusable Delay ” has the meaning assigned to such term in Section 21

.

“ Frequent Flyer Participating Carrier Agreements ” means the agreements, from time to time, between the Parties relating to the participation of one Party in the other Party’s frequent flyer program.

“ Governmental Approvals ” means any authorizations, licenses, certificates, exemptions, designations, or other approvals of Competent Authorities that are reasonably required (in the opinion of either Party) for the operation of the Codeshared Flights.

“ IATA ” means the International Air Transport Association.

“ IATA Clearing House ” means the clearing house established by IATA to administer and implement revenue settlement by reference to the Re venue Accounting Manual published by IATA.

“ IATA PMP ” has the meaning assigned in Section 6.2(a).

“ Implementation Date ” means the date of the first codeshar e service operated under this Agreement.

“ Inadmissible Passengers ” has the meaning defined in IATA Resolution 701, as modified, supplemented

or amended from time to time.

“ Indemnification Notice ” has the meaning assigned to such term in Section 17.3

.

“ Indemnified Party ” has the meaning assigned to such term in Section 17.3

.

“ Indemnifying Party ” has the meaning assigned to such term in Section 17.3

.

“ India ” means the Republic of India.

“ INR ” or “ Indian Rupees ” means the lawful currency of the Republic of India.

“ Interline Service Charge ” means the payment by the carrier lifti ng the ticket to the Ticketing Carrier, according to the industry program for compensation for the Ticketing Carrier’s commission sales costs currently set forth in IATA Passenger Se rvices Conference Resolutions 780b and 780d.

“ Kingfisher ” has the meaning assigned in the preamble to this Agreement.

“ Licensed Trademark ” has the meaning assigned to such term in Section 13.3

.

“ Lounge Access Agreement ” means the agreement, if any, between the Parties relating to the access to a Party’s airport lounges by the other Party’s Codesh ared Passengers traveling on a Codeshared Flight.

“ Marketing Carrier ” means the air carrier whose Code is shown in the Carrier Code Box of a flight coupon for a Codeshared Flight but which is not the Operating Carrier.

“ Marketing Carrier Flight Coupon ” means a flight coupon (electronic or paper) of a ticket issued by the Marketing Carrier, Operating Carrier or a third pa rty for travel on a Codeshared Flight showing theKingfisher-AA Codeshare Agreement-v4 111910 AA execution A4 

### Marketing Carrier’s Code (i) in the Carrier Code Box in the case of a paper ticket, and (ii) in the transporting carrier field in the case of an electronic ticket.

“ Marketing Carrier Indemnified Party ” has the meaning assigned to such term in Section 17.1

.

“ Marketing Carrier Reviews ” has the meaning assigned to such term in Section 10.3

.

“ Marketing Carrier Ticket ” means a ticket issued by the Marketing Carrier, Operating Carrier or a third-party that contains at least one Marketing Carrier Flight Coupon.

“ Marketing Flight(s) ” means a Codeshared Flight when displayed, sold, or referred to as a flight of the Marketing Carrier rather than a flight of the Op erating Carrier, such as when using the Marketing Carrier’s name, designator C ode and/or flight number.

“ Mutual Emergency Assistance Agreement ” means the agreement between the Parties relating to provision of assistance by one Party to the ot her Party in the event of aircraft emergency.

“ Normal Fare ” has the meaning assigned to such term in the IATA Prorate Manual Passenger Part 1,

Section E.

“ one worldTM Alliance ” means the globally branded multilateral airline alliance in which American participates.

“ Operating Carrier ” means the air carrier having operational control of an aircraft used for a given Codeshared Flight.

“ Operating Carrier Indemnified Party” has the meaning assigned to such term in Section 16.2

.

“ Parent Carrier ” means American or Kingfisher, when referenced in relation to another carrier that is not a party to this Agreement and to which American or Kingfisher, as applicable, is Affiliated or from whom it wet leases aircraft, as applicable.

“ Party ” or “ Parties ” means either or both of American and Kingfisher, as the context requires.

“ Payee ” has the meaning assigned to such term in Section 19.4

.

“ Payor ” has the meaning assigned to such term in Section 19.4

.

“ Person ” means any individual, corporati on, partnership, joint venture, association, joint stock company, trust, or unincorporated organization.

“ Procedures Manual ” means a detailed procedures manual prepar ed by the Parties for implementing the transactions contemplated by this Agreement.

“ Representatives ” has the meaning assigned to such term in Section 25.1

.

“ Reservations System ” means the internal computerized airline passenger or cargo reservations system used by the personnel of an airline that contains in formation about flight schedules, fares, cargo rates, passenger and cargo tariff rules and seat availability of that airline and other carriers, and provides the ability to make reservations and issue tickets or air waybills.

“ Rules ” has the meaning assigned to such term in Section 22.2

.Kingfisher-AA Codeshare Agreement-v4 111910 AA execution A5 

### “ Special Prorate Agreement ” means any bilateral agreement, from time to time, between the Parties relating to the proration of interline revenue.

“ Taxes ” means all taxes, assessments, fees, levies, imposts, duties, stamp taxes, documentary taxes or other charges of a similar nature, including, without limitation, income taxes, value-added taxes, sales taxes, excise taxes, transactional taxes, exchange control taxes and/ or fees, and interest and penalties related to the foregoing, but excluding Ticket Taxes, that may be imposed by any Competent Authority

“ Termination Date ” means 23:59 Coordinated Universal Standard Time on the date provided in the notice of termination given in accordance with Section 16.1

.

“ Ticketing Carrier ” means a carrier whose traffic docum ents are used to issue a ticket.

“ Ticket Handling Fee ” means the payment by the carrier lifting the ticket to the Ticketing Carrier for expenses incurred as a result of issuing the ticket. Su ch payment is a percentage, agreed upon bilaterally by the Parties, of the prorated value billed by the carrier that lifted the ticket.

“ Ticket Taxes ” means any transactional taxes or passenger f acility charges, including, without limitation, sales taxes, use taxes, stamp taxes, excise taxes, valu e added taxes, gross receipts taxes, departure taxes, surcharges and travel taxes, and all related charges, fees, licenses or assessments (and any interest or penalty thereon) imposed on passengers (or which air ca rriers or their agents are required to collect from passengers) by any authority in any country, or politi cal subdivision thereof or public authority operating therein (including, without limitation any national, fede ral, state, provincial, territorial, local, municipal, port or airport authority) or which are levied upon passengers by operation of Applicable Law or industry standard. Ticket Taxes together with the taxes referred to in Section 19.1 are collectively referred to as

“Taxes”.

“ TWOV ” means a carrier’s ability to transport passengers in transit without visas via designated U.S. ports of entry to a third country.

“ $ ” or “ US$ ” or “ Dollars ” means lawful currency of the United States of America.

“ U.S. ” or “ United States ” means the fifty states of the United States of America, the District of Columbia

and the Commonwealth of Puerto Rico.

“ USCIS ” means U.S. Citizenship and Immigration Services.

“ Wetleased Codeshared Flights ” shall have the meaning assigned to such term in Section 2.9

.Kingfisher-AA Codeshare Agreement-v4 111910 AA execution B1 

### ANNEX B

CODESHARED ROUTES

The Parties shall mutually designate certain flight s serving the Codeshared Routes shown below on which the Parties shall place their respectiv e Codes. The implementation date for each Codeshared Route shall occur on a date to be mutually agreed between the Parties in writing, subject to obtaining all Governmental Approvals. In the event that all Govern mental Approvals have not been obtained by such mutually agreed date(s) for the r espective Codeshared Route(s), then the implementation date for each

such Codeshared Route shall occur at a later date as mutually agreed by the Parties, but not later than one hundred and eighty (180) days after the date all G overnmental Approval are received by the Parties for

each such Codeshared Route.

Codeshared Routes Operating Carrier

DEL-AGR Kingfisher DEL-AMD Kingfisher DEL-ATQ Kingfisher DEL-BBI Kingfisher DEL-BLR Kingfisher DEL-BOM Kingfisher DEL-CCU Kingfisher DEL-DED Kingfisher DEL-DHM Kingfisher DEL-GAU Kingfisher DEL-GOI Kingfisher DEL-HYD Kingfisher DEL-IDR Kingfisher DEL-IXB Kingfisher DEL-IXC Kingfisher DEL-IXJ Kingfisher DEL-IXL Kingfisher DEL-IXR Kingfisher DEL-JAI Kingfisher DEL-JLR Kingfisher DEL-KUU Kingfisher DEL-LKO Kingfisher DEL-LUH Kingfisher DEL-MAA Kingfisher DEL-PGH Kingfisher DEL-PNQ Kingfisher DEL-RPR Kingfisher DEL-SLV Kingfisher DEL-SXR Kingfisher DEL-UDR Kingfisher DEL-VNS Kingfisher DEL-BKK Kingfisher DEL-DXB Kingfisher DEL-HKG Kingfisher DEL-KTM Kingfisher DEL-LHR Kingfisher BOM-LHR Kingfisher

LHR-BOS American

LHR-DFW American

LHR-JFK AmericanKingfisher-AA Codeshare Agreement-v4 111910 AA execution B2 

### LHR-LAX American

LHR-MIA American

LHR-ORD American

LHR-RDU American

ORD-DEL AmericanKingfisher-AA Codeshare Agreement-v4 111910 AA execution C1 

### ANNEX C

MINIMUM STANDARDS OF GROUND AND IN-FLIGHT SERVICES

The Parties agree that international ground and in -flight services should be competitive with other international carriers operating on the applicable C odeshare Routes, and that the services should remain competitive as improvements are made by other interna tional carriers. The Parties also agree that the domestic ground and in-flight services should be comp etitive with other domestic carriers operating on the applicable Codeshared Routes, and that the services should remain competitive as improvements are made by other domestic carriers. In order to meet these objectives, Kingfisher and American may from time to time be required to implement service upgr ades as mutually agreed upon by the Parties.

Operating standards and general passenger procedur es and policies for the Codeshared Flights are

detailed in the Procedures Manual.

The Parties agree to monitor in-flight consumer res earch on customer priorities and satisfaction. The Parties will also monitor customer satisfaction in gene ral. The Parties will meet periodically to review customer satisfaction data, in order to identify pr oduct categories that require improvement by the carrier(s).

The Parties agree that the number of Codeshared P assenger complaints received by the Marketing Carrier regarding the Codeshared Flights will be monitored by the Marketing Carrier. The Operating Carrier agrees to use best efforts to take the appropriate corrective actions, upon notification by the Marketing

Carrier.

The Operating Carrier agrees to review passenger and baggage mishandling compla ints and further, the Operating Carrier agrees to take the appropriate corrective actions.

If the Operating Carrier fails to meet the standards established by this Annex C or incurs excess aircraft incidents affecting the Codeshared Flights, the Mark eting Carrier, at its discretion, will be entitled to

withdraw its Code from the affected Codeshared Fli ght(s). If the affected Codeshared Flights are not brought back into compliance with this Annex C within ninety (90) days following the removal of the Marketing Carrier’s Code from the affected Codeshared Flight(s), the Marketing Carrier, at its discretion, will be entitled to terminate the Agreement in its en tirety or with respect to the affected Codeshared Flight(s) pursuant to Section 16.2(g)

.

AUTOMATION

The Parties shall develop, design and implement a computer automation system for the operational interface of each Party’s current computer system in order to provide the highest quality product to Codeshared Passengers. Each Party will be respons ible for the cost and expense associated with modifying its own computer system. The Parties sh all, at a minimum, agree to develop, design and implement the automation of the following systems to support the Codeshared Flights:

Automated Reservation (PNR) Exchange - The Opera ting Carrier will accept automatically Codeshared Passenger PNRs and Special Service Request (SSR) items from the Marketing Carrier’s computer system.

Pre-Reserved Seating - A mechanism will exist so th at pre-reserved seating on the Codeshared Flights will be available to Codeshared Passengers.Kingfisher-AA Codeshare Agreement-v4 111910 AA execution C2 

### Flight Movement Messages - The Operating Carrier must provide, in a timely fashion, flight movement messages (e.g., departure, delay and arrival times) for the Codeshared Flights to the Marketing Carrier’s

computer system.

Airport Check-in - Automation must exist between the Parties so that transiting passengers will not need to recheck-in at the transit city. Codeshared Passengers will check-in at the applicable origin station and be provided boarding passes for all segments of such Codeshared Passengers’ itinerary.

Hand Back Messages (Post Departure Reconciliation and Close-out) - The Operating Carrier must provide electronically a list of Codeshared Passenge rs who traveled on the Codeshared Flights. The preferred format is an IATA-standard Passenger Reconciliation List (PRL).

FACILITIES

The Parties acknowledge the importance of maintain ing functional and accurate signs identifying the Marketing Carrier, as appropriate, to facilitate passenger convenience and to avoid confusion at airports served by the Codeshared Flights. The Operating Carri er shall ensure that ticket counters at each station will identify prominently the Marketing Carrier, and pr omote the Marketing Carrier equally to the other airlines that have a similar cooperative relationship w ith the Operating Carrier at such airports. The Parties shall mutually agree on the placement of such signs, subject to the approval of the relevant airport authority or other lessors.

The Operating Carrier will be responsible for the cost and expense associated with developing and installing the appropriate signs at airports served by the Codeshared Flights.

Each Party shall make commercially reasonable efforts to depart from or arrive at the same terminal at airports served by Codeshared Flights.

GATE AND RAMP HANDLING

The Operating Carrier shall arrange for trained pers onnel, reasonably acceptable to the Marketing Carrier, to handle all gate (including ramp handling) and boarding services of Codeshared Passengers on the Codeshared Flights.

All costs, fines, and penalties incurred with a refusa l by the immigration (or equivalent) authorities of a country to permit entry of any Codeshared Passengers at a destination point, shall be borne by the Operating Carrier that delivers the passenger on the international segment of the itinerary.Kingfisher-AA Codeshare Agreement-v4 111910 AA execution D1 

### ANNEX D

MINIMUM STANDARDS FOR OPERATING AND DEPENDABILITY

The Operating Carrier shall adhere to the following operation completion and dependability standards for each Codeshared Flight. Each Codeshared Flight sh all have an operating comple tion rate of ninety-five percent (95%) and an arrival rate of sixty percent (60%) within thirty (30) minutes of the scheduled arrival time, as measured on an average basis every six (6) months during the term of this Agreement. The Operating Carrier shall measure the performance of th e Codeshared Flights that it operates and provide such data to the Marketing Carrier. The Marketing Ca rrier shall be entitled to review and, if appropriate, dispute the accuracy of the Operating Carrier’s data.

If the Operating Carrier fails to meet the standards established by this Annex D with respect to any citypair market served by the Codeshared Flights, the Marketing Carrier shall be entitled, after providing the Operating Carrier with a reasonable opportunity to cure such failure (which shall not exceed ninety (90) days), to withdraw its Code from the affected city-pai r market. If the affected Codeshared Flight is not brought back into compliance with this Annex D at the end of the next six-month period, the Marketing Carrier, at its discretion, shall be entitled to terminate this Agreement in its entirety or with respect to the affected city-pair market pursuant to Section 16.1

.Kingfisher-AA Codeshare Agreement-v4 111910 AA execution F1 

### ANNEX F

GOVERNMENTAL APPROVALS

American shall secure and maintain the following governmental approvals:

1. Economic authority (including Statement of Authorization under 14 CFR, Part 212) from the United States Department of Transportation (“ DOT”) to codeshare with Kingfisher over the

Codeshared Routes.

2. License from India’s Aviation Authority to en ter into the codesharing arrangement with Kingfisher.

Kingfisher shall secure and maintain the following governmental approvals:

1. Economic authority from India’s Aviation Aut hority to codeshare with American over the

Codeshared Routes.

2. Economic authority from the DOT (including Statement of Authorization under 14 CFR, Part 212) to codeshare with American.**CERTIFICATE OF SERVICE**

I hereby certify that I have this day served the foregoing document by email on the following persons:

sascha.vanderbellen@delta.com jhill@dlalaw.com

scott.mcclain@delta.com bill@mietuslaw.com
sametta.c.barnett@delta.com mgoldman@sgbdc.com
kquinn@pillsburywinthrop.com rsilverberg@sgbdc.com
bkeiner@crowell.com dhainbach@ggh-airlaw.com

esahr@eckertseamons.com mcmillin@woa.com
bruce.rabinovitz@wilmerhale.com eskraft@jamhoff.com
jeffrey.manley@united.com dpdean@jamhoff.com
bob.kneisley@wnco.com dkirstein@yklaw.com
robert.land@jetblue.com jyoung@yklaw.com
msinick@ssd.com donna.kooperstein@usdoj.gov
cdonley@ssd.com dwight.moore@ustranscom.mil
gbleopard@fedex.com john.allen@faa.gov
dvaughan@kelleydrye.com urskr@state.gov
kevin.montgomery@polaraircargo.com recohn@hhlaw.com
jrichardson@johnlrichardson.com cjsimpson@zsrlaw.com
lhalloway@crowell.com pmurphy@lopmurphy.com
efaberman@wileyrein.com lachter@starpower.net

mroller@rollerbauer.com anita.mosner@hklaw.com
howard.kass@usairways.com rpommer@atlasair.com
benjamin.slocum@usairways.com gmurphy@crowell.com
sophy.chen@hklaw.com russell.bailey@alpa.org

david.heffernan@wilmerhale.com esahr@eckertseamons.com

_______________________________ CARL B. NELSON

November 23, 2010