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 LIMITED 
Page 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 .......................................................................................................... 25

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

31. NOTICES ....................................................................................................................................... 27
Page 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 Tower, 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 covenants and promises in this Agreement, American and Kingfisher 

hereby agree as follows: 

1. DEFINITIONS

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

Annex A of this Agreement or where 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 procedures and agreements relating to the 

interlining of passengers and baggage, including those set forth in IATA Resolution 

780 Interline Traffic Agreement – Passenger for all international carriage shall apply 

to the provision of air transport and the related transactions 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 designate certain flights on which the Parties shall place 

their respective Codes (each, a “Codeshared Flight”), which may include flights 

operated by their Authorized Affiliates and Authorized Wet Lessors, 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 which the Parties and their Authorized Affiliates and 

Authorized Wet Lessors may codeshare is attached hereto as Annex B. 

2.2 Detailed procedures for implementing 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, including 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 this Agreement; provided, however, that the 

terms of this Agreement shall prevail in the event of a conflict 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 its 
Page 2 of 42

own passengers traveling in the same class of service, which standard 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 baggage services, are detailed in Annex C and the 

Procedures Manual. 

2.4 The Parties shall use commercially reasonable efforts to coordinate their service 

schedules to maximize the convenience, and minimize the waiting time of passengers 

making connections between the Codeshared Flights and other flights operated by the 

Parties; provided, however, 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 the 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 this Agreement. The Marketing Carrier may, in its sole 

discretion, discontinue Codeshared Flights without formally amending this 

Agreement. The Parties agreement to effect such changes shall be evidenced by both 

the Marketing Carrier and the Operating Carrier publishing such changes in the 

Airline Guides, CRSs or Reservations Systems. The Operating Carrier reserves the 

right to discontinue any specific route, flight number, equipment or schedule. In the 

event of such discontinuation, the Operating Carrier shall notify the Marketing 

Carrier as soon as reasonably possible and the Marketing Carrier shall cooperate in 

publishing the resulting changes to affected Codeshared Flights in the Airline Guides, 

CRSs, Reservations Systems, and other sources of airline schedule 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 accordance 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 boarding 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 provisions of the Procedures Manual and 

Applicable Law; and 

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

2.7 The Conditions of Carriage of the Marketing Carrier, including its limits of liability to 

passengers, shall govern the transportation of Codeshared Passengers, and the 

Conditions of Carriage of the Operating Carrier, including its limits of liability to 

passengers, shall apply to those passengers traveling on the Codeshared Flights under 

the Code of the Operating Carrier. The respective Conditions of Carriage of the 

Parties shall be notified to the 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 on 
Page 3 of 42

their respective websites. The Parties shall notify each other 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 changing 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 Carrier (or whose Authorized Affiliate or 

Authorized Wet Lessor is the Operating 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 Carrier shall take all appropriate 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 scheduled departure, the Marketing Carrier 

shall be deemed to have insufficient time 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 the Operating Carrier shall take primary 

responsibility for notifying all Codeshared Passengers still booked under the 

Marketing Carrier Code of the change at time of check-in. In the event reaccommodation is necessary either because the substituted carrier is not an 

Authorized Affiliate or Authorized Wet Lessor, or because a Codeshared 

Passenger who is notified of such a change elects not to travel on the 

substituted carrier, the notifying carrier shall at its own cost and expense reaccommodate the Codeshared Passenger unless the passenger seeks a refund 

in which event the Marketing 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 contrary, 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 Codeshared Flights”); provided, however, that (i) 

prior to operating any such Wetleased Codeshared Flights any Authorized Wet Lessor 

shall be approved by the Marketing Carrier in writing, which approval may be 

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

such Authorized Wet Lessor shall comply with all Applicable Law with respect to 

such Wetleased Codeshared Flights, (iii) the applicability of this Section 2.9 shall be 

subject to the Parties receiving all Governmental Approvals with regard to such 

Wetleased Codeshared Flights and to a successful completion of the IATA 

Operational Safety Audit (IOSA) registration by such Authorized Wet Lessor, (iv) the 

Marketing Carrier may withdraw any approval as provided in Section 2.9 (i) at any 

time in its sole discretion, and (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 the event the Authorized Wet 

Lessor does not successfully complete the IOSA registration or after initial successful 

completion of the IOSA registration at any time during the 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 (as they are in force 
Page 4 of 42

from time to time), the Marketing Carrier shall 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 operations, manuals, and procedures reasonably related to 

the Wetleased Codeshared Flights (the “Marketing Carrier Reviews”), at such 

intervals as the Marketing Carrier shall reasonably request; and (y) nothing in this 

Section 2.9 shall prevent the Marketing Carrier from, at its sole discretion and at its 

sole cost and expense, performing additional 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 safety audits; provided, however, that such 

additional safety audits shall be performed at reasonable times and within a 

reasonable timeframe and without interrupting the Authorized 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 otherwise 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 travel on the Codeshared Flights. 

3.3 Each Party shall retain all right, title and interest in systems, software, signage, 

equipment and facilities funded by it. Ownership 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 standard AVS (availability 

status) of the Operating Carrier. The Marketing Carrier will have access to the 

Operating Carrier’s local inventory class availability through an automated 

computerized interface, which both Parties will maintain throughout the term of this 

Agreement, to expedite the sale of seat inventory on the Codeshared Flights. Detailed 
Page 5 of 42

procedures for implementing and maintaining seat inventory access are contained in 

the Procedures Manual. 

4.2 The Parties will map inventory classes of the Marketing Carrier to inventory classes 

of the Operating Carrier for the Codeshared Flights, in accordance with the 

Procedures Manual. The Parties will endeavor to map the average coupon value of 

the Marketing Carrier’s inventory classes to comparable classes of the Operating 

Carrier to provide similar access for bookings 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 Carrier’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, fares and fare rules 

filed by the Marketing Carrier for codeshare itineraries will match those of 

the Operating Carrier. 

(b) For Routes served by both Parties or their Affiliates, the fares and fare rules 

filed by the Marketing Carrier will match either those filed for its own flights 

or those filed by the Operating Carrier. 

(c) For Routes where one Party, or its Affiliates, offers non-stop service and the 

other Party, or its Affiliates, offers connecting service, 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 Marketing Carrier will match either the fares 

and fare rules of the one-stop operator or apply the fares and fare rules of its 

own non-stop service. 

(e) In the event of the Marketing Carrier’s breach of Sections 4.3(a), (b), (c) or 

(d), the Operating Carrier shall have the right, in its sole discretion, 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 prevent the Marketing Carrier from (i) 

initiating and operating its own service in any origin and destination city pair 

at any time; or (ii) offering any fare(s), discount(s) or rebate(s) of any kind 

for interline itineraries valid on airlines, other than American or Kingfisher, 

on any origin and destination city pair. 

4.4 Each Party shall establish fares and rates independently, 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 ensure that its respective advertising and 

promotions comply with all applicable governmental laws, rules and regulations of 

any applicable Competent Authority. The Marketing Carrier shall 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 jurisdiction where such 

rules apply. The Marketing Carrier shall disclose to the extent required by Applicable 

Law through industry-approved schedule and selling mechanisms (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 information 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 Codeshared Flights, in accordance with 

Applicable Law, in Airline Guides, CRSs, Reservations Systems and other sources of 

airline schedule information using 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 Marketing 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 such 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 information and advertising materials produced with the 

aim of promoting the Codeshared Flights shall clearly identify both Parties. All joint 

advertising and promotion of the Codeshared Flights shall be subject to prior 

agreement between the Parties and the costs of such joint 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 parties 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 Carrier, which is responsible for processing and billing of 

such documents as follows: 

(a) The Operating Carrier shall 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 purposes 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 Prorate 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 traffic agreement with a 

Ticketing Carrier that issued a Marketing Carrier Ticket, and is unable to 

obtain satisfactory settlement, the Operating Carrier may 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 has an interline traffic agreement with a Ticketing 

Carrier that issued a Marketing Carrier Ticket but is unable 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 Carrier shall on a monthly basis determine the 

gross prorated value (as determined in accordance with Section 6.2(a) of Marketing 

Carrier Flight Coupons uplifted by it during the previous month and calculate the 

commission (the “Codeshare Commission”) by multiplying such coupon values by 

the applicable commission percentages 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 Marketing Carrier no later than thirty (30) days after the end of 

the clearance month (e.g., if the Operating Carrier were to issue 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, whether 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 interline billing by the Operating Carrier to third-parties and involuntary 

rerouting and refunding of Marketing Carrier Tickets by the Operating Carrier, the 

Marketing Carrier hereby waives endorsement requirements for the Operating Carrier 

with respect to all Marketing Carrier Flight Coupons, including: (i) all Marketing 

Carrier Flight Coupons for use on Codeshared Flights operated by Kingfisher 

between the United States and India, or within 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 Coupons for use on Codeshared Flights operated 

by American within the United States, or within the Americas (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 rerouting as described in IATA 

Resolution 735d, if the Marketing Carrier is the Ticketing Carrier the Marketing 

Carrier hereby waives endorsement requirements with respect to downline coupons 

for online connecting flights. Unless otherwise agreed in writing by the Parties, such 

waiver shall be effective thirty (30) days before the Implementation Date, and shall 

remain in effect for ninety (90) days after the Termination Date of this Agreement to 

facilitate the reaccommodation of any Codeshared Passengers ticketed for travel after 

the Termination Date. 

6.6 Differences that may appear after the billing 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 shall 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 which the Marketing Carrier 

will provide the range of its Marketing Flight numbers. The Marketing 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 Carrier 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 points of contact between the Parties and the 

public. This training shall include passenger service, reservations and sales activities, 

and in-flight service involving the Codeshared 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 Codeshared 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 procedures, requirements, and 

obligations at all airports served by the Codeshared Flights. 
Page 9 of 42

9.2 The Operating Carrier reserves the right to apply the provisions 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 the 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 passengers, 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, supplemented 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 Operating Carrier shall employ the same high 

standards of safety, security and loss prevention policies on the Codeshared 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 have sole responsibility for the 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 aeronautical 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 shall be coordinated with the Operating Carrier so as to 

avoid disruptions to the Operating Carrier’s operations. Such reviews will be limited 

to areas that reasonably relate 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 relevant agreements between the Operating Carrier and other 

parties, including the Marketing Carrier, neither the Marketing Carrier, 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 PROGRAMS
Page 10 of 42

12.1 The Frequent Flyer Participating Carrier Agreements shall govern the participation of 

each Party in the other Party’s frequent flyer program, as applicable. 

12.2 First and Business Class Codeshared Passengers will have access 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, logotype, insignia, service marks, trademarks, trade names, 

copyrights, corporate goodwill or other proprietary intellectual property, including 

without limitation the names “American Airlines, Inc.”, “American Airlines”, 

“American”, “American Eagle”, “AAdvantage”, “Kingfisher Airlines Limited”, 

“Kingfisher”, or “King Club” in any marketing, advertising or promotional 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 comply with any and all conditions 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 Affiliates 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 acknowledges 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 and interest in trust for 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 Kingfisher and American hereby 

grants to the other, a non-exclusive, non-transferable, 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 forth 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 owning 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 of 
Page 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 air transportation services contemplated by this Agreement 

shall meet the quality and presentation standards as set forth by the Party owning the 

relevant Licensed Trademark. 

13.6 Each Party has sole discretion to determine the acceptability 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 incorporation; is an air carrier duly 

authorized to act as such by the government of its country of incorporation; 

and has the requisite corporate power and authority to enter into and perform 

its obligations under this Agreement. 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 accordance with its terms, except to the 

extent that enforceability may be limited or modified by the effect of 

bankruptcy, insolvency or other similar laws affecting 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 operations of it or its Affiliates, taken as a whole, or on 

its ability to perform 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 filing of any documents with, or the taking of any other 

action in respect of, any Competent Authority, 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 airline or the parent of a third party airline, acquires 

Control of such other Party. Each Party undertakes to promptly notify the 

other in writing of an occurrence 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 with applicable safety or security 

requirements; or 

(iii) the United States Department of Transportation (DOT), 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 safety oversight of its air carrier 

operators in accordance with the minimum safety oversight standards 

established by the International Civil Aviation 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 notify the other Party and this Agreement will 

recommence within thirty (30) days after the date of notice under the same terms and 

conditions, or under amended terms and conditions in accordance 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, unless termination is pursuant 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 Operating Carrier. The Operating Carrier shall accept passengers 

traveling on such tickets as if such reservations 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 Agreement is terminated by the Operating 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 traveling on Marketing Carrier Tickets. The 

Marketing Carrier shall be solely responsible for transferring the reservations of such 

passengers to other carriers or making other alternative arrangements. 

17. INDEMNIFICATION

17.1 Without prejudice to any other written agreement or arrangement of either Party to 

indemnify the other Party, the Party that is the Operating Carrier (or whose 

Authorized Affiliate or Authorized Wet Lessor is the Operating Carrier) shall 

indemnify, defend, and hold harmless the Marketing Carrier and its Affiliates and 

their respective directors, officers, employees 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 death of or injury to Codeshared 

Passengers traveling on Marketing Carrier Tickets irrespective of conditions 

or liability limits that apply or may purport to apply); 

(b) the death of or injury to, or loss or damage 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 Operating Carrier 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) 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 logos, trademarks, service marks or trade names. 

PROVIDED THAT, the Operating Carrier shall 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 provided in Section 17.1(a), and without prejudice to any 

other written agreement or arrangement of either Party to indemnify the other Party, 

the Party that is the Marketing Carrier (or whose Affiliate is the Marketing Carrier) 

shall indemnify, defend, and hold harmless the Operating Carrier and its Affiliates 

and their respective directors, officers, employees, and agents (each individually an, 

or collectively the, “Operating Carrier Indemnified Party”) from and against any 
Page 16 of 42

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, but only to the extent caused by 

the willful misconduct of the Marketing Carrier; 

(b) the death of or injury to, or loss or damage 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 Marketing 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 amended, or the Montreal 

Convention of 1999, as amended, on such documentation (it being 

understood that in ticketing 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 shall 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 ticketing 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 logos, trademarks, service marks or trade names. 

17.3 A Party (the “Indemnified Party”) that believes it is entitled 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 shall not relieve the 

Indemnifying Party of its obligations hereunder except to the extent that such failure 

is materially prejudicial to the Indemnifying Party), and the Indemnifying Party shall 

be obligated and entitled, at its own cost and expense and 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 Party; provided, however, if the Indemnified 

Party fails to give such consent to a settlement that has been agreed upon by the 

Indemnifying Party and the claimant in question within twenty (20) days of being 

requested to do so, the Indemnified 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 any such proposed settlement. If 

the Indemnifying Party fails to take any action against the third-party claim that is the 
Page 17 of 42

subject of an Indemnification Notice within thirty (30) days of receiving such 

Indemnification Notice, or otherwise contests its obligation to indemnify the 

Indemnified Party in connection therewith, the Indemnified Party may, upon 

providing prior written notice to, but without the further consent 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 which 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 obligations 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 elect to settle or defend against such claim; provided, 

however, the Indemnifying Party shall have 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 advanced by the Indemnified Party, but that ultimately 

the Indemnifying Party would be responsible for paying, which resulted from any 

transaction or activity contemplated by this Agreement. 

17.6 The rights and obligations of the Parties under this Section 17 shall survive the 

Termination Date or expiration of this Agreement. 

18. INSURANCE 

18.1 The Operating Carrier shall procure and maintain 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-owned) liability (including risks hijacking 

and allied perils), passenger and crew baggage and personal effects, funeral 

and repatriation expenses (including crew), all reasonable expenses arising 

out of the Family Assistance Act (United States) and/or similar regulations 

applying elsewhere in the world, cargo, mail, hangarkeepers, comprehensive 

general liability, or its equivalent including premises, products, completed 

operations, liquor law liability, 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 additional insureds to the extent of the protections 

afforded the Marketing Carrier under the indemnity specified in Section 17.1, 

(ii) contain a severability of interest clause and a breach of warranty clause in 

favor of the Marketing Carrier, (iii) specifically insure the Operating 

Carrier’s indemnification obligations under this Agreement to the full extent 

of the coverage provided by the Operating Carrier’s policy or policies, and 

(iv) contain a provision stating that the Operating Carrier’s policy or policies 

are automatically amended to comply with the laws and regulations of any 
Page 18 of 42

local, federal, or other governmental authority having jurisdiction over 

aircraft operated by the Operating Carrier. 

(b) Except as provided otherwise in this Section 19.1(b), the Operating Carrier 

shall maintain a combined single limit 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 combined, over all coverages and in the 

aggregate as applicable, but (i) personal 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, however, 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 USD $750,000,000 (or 

INR currency equivalent), and (4) Kingfisher Aerospatiale Aeritalia Model 

ATR72 aircraft the combined single limit 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 carried outside of the United States, in 

accordance with statutory limits. 

18.2 The Operating Carrier shall provide the Marketing Carrier 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 coverage. 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 Carrier 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 shall be seven (7) days or such lesser period 

as is or may be available in accordance with the policy providing 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 nature) 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 prohibited by law, all Ticket Taxes relating to 
Page 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, report and remit to the taxation authorities 

any non-interlineable Ticket Taxes levied 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 Codeshared Flights. If the Ticketing Carrier 

is the Marketing Carrier or a third-party, the Operating Carrier shall report 

and issue a debit invoice to the Ticketing Carrier through the IATA Clearing 

House for any interlineable Ticket Taxes levied in connection with the sales 

of the Codeshared Flights. The Operating Carrier shall remit to taxation 

authorities all such interlineable Ticket Taxes. 

(c) The Operating Carrier may bill the Ticketing 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 Accounting Manual 

(IATA-RAM). 

(d) If the Ticketing Carrier is a third-party, the Marketing Carrier shall use 

commercially reasonable efforts to cause 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 the Ticketing Carrier is relieved only from 

collecting such Ticket Taxes so prohibited by law and shall notify the Operating 

Carrier within thirty (30) days of the enactment 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 that the tax laws of the countries 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 with at least forty five (45) 

days’ advance notice of its intent to withhold 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 Business 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 from time to time, so that American may report any 
Page 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 reporting obligations on payments 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 Payee 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 with respect to any 

assessment or potential assessment or imposition of any 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 ultimately 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 will endeavor to meet annually (in person 

or by telephone) at a mutually agreed time and location and will meet at such 

additional times as it determines appropriate for the performance of its 

responsibilities or as reasonably requested by either Party. 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 transactions 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 Affiliates. 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 Frequent Flyer Participating Agreements, and the Lounge 

Access Agreement, and any other marketing agreements between the Parties (e.g., 

cargo, alliance), if any. The Committee will consider ways to improve the 

performance and efficiency of the cooperative services to reduce costs and to increase 

the benefits afforded to American and Kingfisher by the 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 Affiliates. Areas for 

further cooperation may include, but are not limited to, ground handling, joint 

purchasing of fuel and other items, facilities consolidation, maintenance, insurance, 

and the provision of management services and systems by American and/or 

Kingfisher and their respective Affiliates. The Committee will resolve any 

differences between the Parties on a fair and amicable basis. In performing its 

responsibilities, the Committee will be mindful of, and will comply with, all laws and 

regulations applicable to American and Kingfisher, including, without limitation, 

laws and regulations governing competition 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 unconditional under this Agreement, neither Party shall be 

liable for delays in or failure to perform under 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 reasonable diligence. If an Excusable Delay continues for sixty 

(60) days or longer, the non-delayed Party shall have the right, at its option, to 

terminate this Agreement 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 principles) including all 

matters of construction, validity and performance. 

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

settled under the Rules of Arbitration of the International 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 aspects of the airline industry, and fluent in 

the English language. The arbitration 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 nonexclusive 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 transactions contemplated in this Agreement. 

Each Party, to the fullest extent it may effectively do so under substantive governing 

law applicable to this Agreement, 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 objection 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 enforce in any lawful manner a 

judgment obtained in one jurisdiction 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 all 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 regulations promulgated by the U.S. National 

Transportation Safety Board, U.S. Department 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 request, supply U.S. Customs and Border 

Protection (“CBP”) with the required passenger manifest data from its flight(s) 
Page 22 of 42

inbound to and outbound from the United States 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 allowed 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 include a description of the perceived violation 

of regulation and supporting written materials that facilitate the other Party’s 

investigation of such perceived violation. 

24. PUBLICITY

Except as required by Applicable Law, neither Party may issue any written press release concerning 

this Agreement without the prior written consent of the other Party, 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 advisors (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 steps to resist or narrow such request, and (c) if any 

disclosure of Confidential Information 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 Information as it is legally compelled to disclose and use 

commercially reasonable efforts to obtain an order or other reliable assurance that 

confidential treatment shall be accorded to the disclosed Confidential Information. 

Each Party agrees to transmit Confidential Information only to such of its 

Representatives as required for the purpose of implementing and administering this 

Agreement, and shall inform such Representatives of the confidential nature of the 

Confidential Information and instruct such Representatives to treat such Confidential 

Information in a manner 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 and agreed to be bound by obligations of 

confidentiality not less strict than the confidentiality obligations contained in this 

Agreement, and (ii) the Party disclosing such information 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 regard to such Confidential Information so 

disclosed. 

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

either deliver to the other Party or destroy all copies of the other Party’s Confidential 

Information in its possession or the possession of any of its Representatives 
Page 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. Accordingly, it is agreed that, in addition to any 

other remedy at law or in equity, the Affected Party shall be entitled 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 Agreement 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 subcontract any of its duties hereunder, without the prior written consent of the 

other Party; provided however, that each of American and Kingfisher may assign, subcontract 

or delegate any of its rights, duties or obligations under this Agreement 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 shall be severed from this Agreement in the 

jurisdiction in question and shall not affect the legality, validity or enforceability of the 

remaining provisions of this Agreement nor the legality, validity or the enforceability of such 

provision under the law of any other jurisdiction; unless, in the reasonable 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 Parties shall negotiate in good faith to agree upon 

modification of this Agreement so as to maintain the balance of the commercial interests of 

the Parties. If, however, 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 giving 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 marketing relationships, including codesharing, with other 

airlines, except that: 

(a) During the term of this Agreement, Kingfisher 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, without American’s prior written 

consent, such consent not to be unreasonably withheld or delayed; or 
Page 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 American and its Affiliates, without 

American’s prior written consent, such consent not to be 

unreasonably withheld or delayed; or 

(iv) permit any air carrier, other than American 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 consent, such consent not to be 

unreasonably withheld or delayed. 

(b) During the term of this Agreement, American 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 prior 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, without 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 Affiliates, without Kingfisher’s prior 

written consent, such consent not to be unreasonably 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 American, without Kingfisher’s prior 

written consent, such consent not to be unreasonably 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 future 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 oneworldTM 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 regulations 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 transactions or activities contemplated by this Agreement 

require the cooperation or participation of an Affiliate or an Authorized Wet Lessor 

that is not a party hereto, then its Parent Carrier shall cause such Affiliate or 

Authorized Wet Lessor to cooperate or participate in such transaction or activity. 

Without limiting the generality of the foregoing, 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 Authorized Wet Lessor were a 

party hereto. The Parent Carrier shall be jointly and severally obligated and liable 

with such Affiliate or Authorized Wet Lessor for all such obligations, including, 

without limitation, the indemnity 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 agreement 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 responsibility, express or implied, on behalf of the other, 

except as expressly required by this Agreement or as otherwise permitted in writing. 

Nothing in this Agreement shall be construed to create between the 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 either Party, which change 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 terms, to extend the relationship to additional activities or 

city-pair destinations or otherwise to modify in any way the transactions or 

relationships contemplated in this Agreement. However, neither American nor 

Kingfisher will have any obligation, for any reason, to effect such an amendment. 
Page 26 of 42

30.4 All rights, remedies and obligations of the Parties hereto shall accrue and apply solely 

to the Parties hereto and their permitted successors 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 constitute 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, right or remedy, but the same shall continue 

and remain in full force and effect. No waiver by any Party of any term or provision 

of this Agreement shall be deemed to have been made unless expressed in writing and 

signed by such Party. 

30.7 This Agreement is the product of negotiations between Kingfisher 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 drafting 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 govern for all purposes of the 

interpretation and performance of this Agreement. 

30.9 Neither Party shall be liable 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 under 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 given to or made upon 

a Party to this Agreement shall be in writing, shall be addressed as provided 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) Business Days after dispatch, if 

dispatched by a recognized express delivery service that provides signed acknowledgments of 

receipt; (iii) seven (7) Business Days after deposit in the applicable postal service 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 was 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 address for notice to any other location by giving at least three (3) 

Business Days prior written notice to the other 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 42nd Street Suite 2007 

New York, NY 10165 

Attention: Atul Kumria 

 Regional Director (North America) 

Phone: (646) 201 9122 EXTN 201 

 Facsimile: (646) 217 3059 

Kingfisher-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, any 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,” and 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 jurisdiction including securities laws, tax laws, tariff 

and trade laws, ordinances, judgments, decrees, injunctions, 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, American Eagle Airlines, Inc., Executive 

Airlines, Inc. and any air carrier operating flights with American’s Code under the AmericanConnection®

brand name, currently Chautauqua Airlines, Inc., and 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) for 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 assigned 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, board of arbitration, instrumentality, authority, 

agency, court, department, inspectorate, minister, ministry, official or public or statutory person (whether 

autonomous or not) having jurisdiction over 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 proprietary information of a Party, including, 

without limitation, trade secrets, information concerning 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 connection 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) information 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 developed by a Party, or its Affiliate, without violating any 

of its obligations under this Agreement. 

“Control” means the power, directly or indirectly, to direct or cause the direction of the management and 

policies of such Person or entity, whether through the 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 about commercial airline schedules, fares, cargo rates, 

passenger and cargo tariff rules and flight availability that is made available to travel 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, fines, losses and expenses of any nature or kind 

whatsoever (including, without limitation, internal expenses of the Indemnified Party, such as employee 

salaries and the costs of cooperating in the investigation, preparation or defense of claims) under the laws 

of any jurisdiction (whether arising in tort, contract, under the Warsaw Convention, as amended, or the 

Montreal Convention of 1999, as amended, and related instruments or otherwise), including reasonable 

costs and expenses of investigating, preparing or defending any claim, suit, action or proceeding 

(including post judgment and appellate 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 Revenue Accounting Manual published by IATA. 

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

“Implementation Date” means the date of the first codeshare 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 lifting 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 Services 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 Codeshared 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 party for travel on a Codeshared Flight showing the 
Kingfisher-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 Operating Carrier, such as when using the Marketing 

Carrier’s name, designator Code and/or flight number. 

“Mutual Emergency Assistance Agreement” means the agreement between the Parties relating to 

provision of assistance by one Party to the other 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. 

“oneworldTM 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, corporation, partnership, joint venture, association, joint stock company, 

trust, or unincorporated organization. 

“Procedures Manual” means a detailed procedures manual prepared 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 information 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 documents 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. Such 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 facility charges, including, without limitation, 

sales taxes, use taxes, stamp taxes, excise taxes, value 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 carriers or their agents are required to collect from 

passengers) by any authority in any country, or political subdivision thereof or public authority operating 

therein (including, without limitation any national, federal, 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 flights serving the Codeshared Routes shown below on which 

the Parties shall place their respective 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 Governmental Approvals have not been obtained by such 

mutually agreed date(s) for the respective 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 Governmental 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 American 
Kingfisher-AA Codeshare Agreement-v4 111910 AA execution B2 

LHR-LAX American 

LHR-MIA American 

LHR-ORD American 

LHR-RDU American 

ORD-DEL American 
Kingfisher-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 Codeshare Routes, and that the services should remain 

competitive as improvements are made by other international carriers. The Parties also agree that the 

domestic ground and in-flight services should be competitive 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 upgrades as mutually agreed upon by the Parties. 

Operating standards and general passenger procedures and policies for the Codeshared Flights are 

detailed in the Procedures Manual. 

The Parties agree to monitor in-flight consumer research on customer priorities and satisfaction. The 

Parties will also monitor customer satisfaction in general. The Parties will meet periodically to review 

customer satisfaction data, in order to identify product categories that require improvement by the 

carrier(s). 

The Parties agree that the number of Codeshared Passenger 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 complaints 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 Marketing Carrier, at its discretion, will be entitled to 

withdraw its Code from the affected Codeshared Flight(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 entirety 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 responsible for the cost and expense associated with 

modifying its own computer system. The Parties shall, 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 Operating 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 that 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 Passengers who traveled on the Codeshared Flights. The 

preferred format is an IATA-standard Passenger Reconciliation List (PRL). 

FACILITIES 

The Parties acknowledge the importance of maintaining 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 Carrier shall ensure that ticket counters at each station 

will identify prominently the Marketing Carrier, and promote the Marketing Carrier equally to the other 

airlines that have a similar cooperative relationship with 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 personnel, 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 refusal 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 shall have an operating completion 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 the Codeshared Flights that it operates and provide 

such data to the Marketing Carrier. The Marketing Carrier 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-pair 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 enter into the codesharing arrangement with 

Kingfisher. 

Kingfisher shall secure and maintain the following governmental approvals: 

1. Economic authority from India’s Aviation Authority 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