.UNITEDAIRLINES

JULIE OETTINGER

MANAGING DIRECTOR-INTERNATIONAL & REGULATORY AFFAIRS

January 28, 2010

Ms. Renee V. Wright

Program Manager, Dockets Operations

U.S. Department ofTransportation

1200 New Jersey Avenue, SE

Room W 12-140

Washington, D.C. 20590

Re: Joint Application and Notice of United Air Lines, Inc.

and Brussels Airlines N.V.lS,A.

Dockets DOT-OST-201O-0024 and DOT-OST-2004-19148

Dear Ms. Wright:

STAR ALLIANCE

(202) 296-2370

(202) 296-2869 FAX

JUliE ,OETTING£.R@UNITED,COM

Enclosed for submission in the above-referenced dockets are redacted copies of

agreements relating to the code-share arrangement between United and Brussels Airlines.

Respectfully submitted,

JULIE OETTINGER

Managing Director - International &

Regulatory Affairs

UNITED AIR LINES, INC.

cc: Esta Rosenberg and George Wellington

Service List - Those interested in receiving copies ofthe agreements should contact

Annalei Avancefia (Phone 312/997-8349)
CERTIFICATE OF SERVICE

I hereby certify that I have this date served a copy ofthe foregoing document on all persons

named below by causing a copy to be sent via email.

byerlyjr@state.gov

carl.nelson@aa.com

donna.kooperstein@usdoj.gov

dwight.moore@ustranscom.mil

hkamen@coair.com

howard kass@usairways.com

jhill@dowlohnes.com

jim.ballough@faa.gov

john.allen@faa.gov

msinick@ssd.com

sascha.vanderbellen@delta.com

esahr@eckertseamans.com

Annalei Avancefia

Advisor-Regulatory Affairs

DATED: January 28, 2010
/

I

f

United Contract Nbr.

BRUSSELS AlRLINESIUNITED

CODE SHARE AND REGtlLATORY

COOPERATION AGREEMENT

This Agreement is made and entered into this 18th day of December, 2009, (the "Effective Date"), by and between

UNITED AIR. LINES, INC., with its principal place of business at 77 West Wacker Drive, Chicago, illinois 60601

("UA") and Brussels Airlines S.A.IN.V. ("SN"), with its principal place of business at b.house - Bro!lSCIs AirportAirport Building 26, 1831 Diegem, Belgium each or both parties individually or collectively, referred to as "Carrier" or

"Carriers" respectively.

1. INTRODUCTION

SN and UA are entering into this Agreement in order to increase each Canier's opportunities to offer

competitive and cost effective air transportation services between points in and beyond the United States and

Belgium. Further, SN and UA wish to improve the quality ofthe interline air transportation and cargo services

they now offer so as to increase the use ofthose services by the traveling and shipping public. This Agreement

establishes binding obligations between the Carriers, expresses the Carriers' intentions, and sets forth a

framework that provides the basis to accomplish these goals through subsequent agreements and activities.

2. UNDERLYING OPERATIONAL CONCEPT

The Carriers shall use a phased approach to develop and implement parallel nwketing and operational

programs to create new, value added passenger and cargo services and cost efficiencies by taking advantage of

each Carrier's inherent market strengths.

3. OBJECI'IYES OF THE SN I VA RELATIONSHIP

Through development ofthe operational relationship contemplated by this Agreement, subject to any and all

neceswy governmental and regulatory approvals, SN and UA intend to implement Code Share opemions as

defined in Article 4A and further described in.Attacluneat I, Sections A and B.

This Agrcemeirt is not intended to restrict either Carrier's rights to pursue, either independently or collectively,

additional accoss between any points through either route acquisition or the normal government-to-government

bilateral process.

4. PROGRAMS

The Carriers shall develop and implement specific programs to support the objectives defined by !his

Agreement. The Attachments to !his Agreement outline specific actions and responsibilities for implementing

these pCOifllIDS. Each ofthe programs may be incorporated into an existing SNlUA contract or a new contract,

as appropriate. In summary, subject to any and all applicable governmental laws, roles and regulations, these

programs are:

A. CODE SHARE

The Carriers intend to develop, in a phased approadl, operations which. include using each other's

two-Ietter airline designator code on the following routes, as further specified in Attachments I and IA

("Code Share-):

From points beyoDci, within the U.s., via the U.S., and intermediate points to a point or points

in and beyond Belgium.

From points beyond, within Belgium via BeI&ium. and intennediate points to • point or

poinls in and beyond the U.S.
(I) The Carriers recognize that operational safety is of paramount importance to the provision of

Code Sharing under this Agreement. In the event that either Carrier Iw reasonable grounds to be

coocerned about safety issues relating to the operation of Code Share flights, that Carrier may, upon

written notice to the other, (a) suspend Code Sharing (b) reaccommodate its passengers and, (c) if

applicable, return seat inventory to the operating Carrier, including inventory resulting from any

reaecommodation ofCode Share passengers by tho marketing Carrier.

(2) In the event (i) ofa material breach ofthis Agreement by a Carrier or (ii) any required approval is

subsequently revoked or materially altered by any competent authority with respect to either Carrier,

or ifany material part ofthis Agreement or the operation ofthe Code Share flights is, orshall become,

or shall be declared illegal, invalid or unenforceable by a competent authority (including both by

reason of the provisions of any legislation and also by reason of any decision of any competent

authority, either having jurisdiction over this Agreement or having jurisdiction over a Carrier), with

such revocation, alteration, illegality, invalidity or unenforceability having a material adverse effect

(materiality being judged in the context of this Agreement as a whole) on the benefits that would

otherwise be available from this Agreement to tho affected Carrier, then the non-breaching Carrier or

the Carrier materially and adversely affected by the circumstllnces in (ii) may, upon written notice to

the other, (a) suspend Code Sharing, (b) reaccommodate its passengers and (c) if applicable, return

seat inventory to the operating Carrier, including inventory resulting from any reaccommodation of

Code Share passengers by the marketing Carrier.

(3) In the event the suspension is not rescinded with.i.r:

terminate this Agreement upon written notice to the other.

days, then either Carrier may IREDACTED I

B. CODE SHARE EMERGENCY PROCEDURES

In the event of an incident involving a Code Share flight, both Carriers agree to implement the

emetgency procedw'e3 specified in Attachment 2.

C. REGULATORY COOPERATION

The Carriers will work together to secure the underlying ~ovemmenta1 and other approvals necessary

to implement this marketing relationship.

D. PUBUSHEDF~

The catriers agree to participate in each other's published fares.

E. PRORATES AND REPROTECTION

On the basis ofreciprocity and comity, 8N and UA will provide broader W<eBB to each other's system

through the creation of a Special Prorato ~eement to support the overall program and to stimulate

incrementa.! traffic from SN to UA, and UA to SN. This may include special reciprocal protection for

SNor UA passengers on delayed, cancaled or oversold tllghts.

F. FREQUENT FLYER

The Carriers agree to participate in each other's frequent flyer programs.

G. PREFERENTIAL SELLING

The Carriers sball implement procedures at their respective reservations &ales offices to sell the othec

Carrier, a "Becond 10 on-line" basis lIDd in lieu of competitive off-line offerings in the agreed Code

Share markets.

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It SALES

With reaard to Inventory Management for Code Share flights the Carriers acknowledge 8Jld agree that

this Agreement does not provide for guaranteed block space reservations. Accordingly, neither UA

nor SN is purcbasine or guaranteeing the seats allocated to it by the other. Rather, the seals are

allocated only for purposes ofinventory management SN and UA shaI1 each manage, market and sell

its allocation ofseam on the Code Share flighm under its own ~tive airline designator code. The

Carriers agree to communicate as necessary to facilitate such an arrangement.

L CARGO

On the basis ofreciprocity and comity, SN and UA will provide broader access to each other's flight

route system through the creation ofCargo (mail and/or freight) Agreement to support the Code Share

pcognun and to stimulate incremental cargo carriage between the Camers. The scope ofsuch

cargo/freight/mail agreement may be on code share routes described herein.

S. ImM

This Agreement is effective as of the date it is executed by both Carriers and shall continue thereafter

indefinitely. This Agreement may be terminated by either Carrier at that Carrier's election for convenience

and. without cause upon prior written notice, such notice having effect on the last day ofthe IATA Scheduling

Season so long as the notice is provided at leasl .days prior to the end of the current IATA Scheduling IREDACTED I

Season. Ifsuch notice is given with less that! ~ys remaining in the current IATA Scheduliug season, then . .

such notice shall be effective on the last day o(tho following IATA Scheduling Season.

6. COMPLIANCE WITH GOVERNMENT AND SAFETY REQUIREMENTS

A. The Carriers represent and warrant that all air transportation services perfurmed by them pursuant to

this Agreement or otherwise shall be conducted in full compliance with all applicable federal, state

and local laws, statutea, orders, rules; and IqUlalioos.

B. The Carrier that originates the customer travel (provUlea all boarding passel and checks the customer

laggage to their final destination) shall assure that the customer is properly documented for entry into

the destination country and properly documented for any transit points enroute. Any finea, peualtiea,

deportation and detention expenses resultinJ from violations of goverIlDlmlt entry or transit

requirements, even for passengers that willfully engage in illegal entry tactics, shall be the sole

responsibility ofthe Carrier that originates the customer travel and such Carrier shall be considered an

0peratiDg Carrier pumumt to Article 15, and shall indemnifY the other Carrier. However, if the

Carrier that originates the customer travel is not represented at the location wilere an issue with

documentation 0CCtJrlJ, then the Operating Carrier will provide assistance and debit the borne costs to

such Carrier afterwards.

C. Each Carrier represents and warrants that each has or wiU have successfully undergooe an IATA

Operational Safety Audit ("rOSA") at its own expense satisfuctory to the other Carrier, and further

repreae:n1S and wammt8 that each shall maintain compliance with the requirements ofsuch audit within

the time frame reqaired by IATA In addition, each Carrier represents and warrants that it meets the

minimum safety requirements mandated by any applicable regulatory authority and shaJl maintain

compliance with such requirementa. Any failure to maintain compliance shall itmJ1ediately be brought

to the other Carrier's attentiOl1 along with corrective actions tlJken or a corrective action plan.

Notwithstanding anything herein to the contrary, any non-complianco by one Carrier shall be &COUIIds

for immediate, partial or full suspension or termination ofthis Agreement by the other Carrier without

further liability to such non-compliant Carrier, but with reservation of aU other riebts and remedies

available to such Carrier. Although the IOSA is to be completed biennially, additional safety review

IIlldita may be required at either Carrier's discretion and at the auditing Camet", sole expense and the

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other carrier shall cooperate with all such audits; provided, however, that any such audit does not

disrupt the normal operations ofthe Carrier being audited.

D. Code Share is not permitted on any flight operated by a third-party through a wet-lease or other

arrangement whereby the operator of the flight i! anyone other than UA and SN. In the event one

Carrier needs or desires to arrange for a third-party wet lease or other third-party operation of a

codeshare flight, then the procedures set forth in Attachment IA Section 2.5.2 shall be followed.

7. EXCLUSIVITY

Ibis Agreement is non-exclusive and does not preclude either UA or SN from entering into or maintaining

existing marketing relationships, including Code Sharing, with otherCarriers. Notwithstanding the preceding

sentence, this Agreement is exclusive to UA as it relates to SN's participation in code sharing with another

Carrier other than: a) US Airways and parties to a joint venture agreement known as A++ on non-8top routes

between Belgium and lhe U.S., and b) With Star Alliance camers from points beyond, within or via the US and

intermediate points to a point or points in and beyond Belgium;

and is exclusive to SN as itrelates to UA's participation in code sharing with another Carrier other than: a) US

Airways and parties to ajoint venture agreement known as A++, on non-stop routes betweeD Belgium and the

US., and b) With Star Alliance carriers from points beyond, within or via the u.s. and intermediate points to a

point or points in and beyond Belgium.

8. TRADEMARKS

Neither Carrier will use any IrlIdemark, trade name,.logo, or service mark: ofthe other without the prior written

consent ofthe other, such consent not to be unreasonably withheld or delayed .

9. CONFIDENTIALITY

A. Except as necessary in any proceeding to enforce any of the provisions of this Agreement or as

required by orner ofcourt, government or otber lawful authority, neither Party shall, without the prior

consent of the other, use, publicize, or disclose to any third party, either directly or indirectly, any of

the following:

1. Any ofthe terms or conditions ofthis Agreement;

2. Any and all passenger infonnation including, but not limited to PNRs;

3. Any confidential or proprietary information or data, in any form, received from and

designated as such by the disclosing Party, (hereinafter "Confidential Information").

Confidential Information shall not include documents or information that: (i) was in the

public domain or becomes part of the public domain other than as a result of disclosure by

the receiving Carrier; (n) was already known by the receiving Carrier except if obtained

under an obligation of confidentiality; or (iii) is disclosed by the disclosing Carrier to a third

party without similar confidentiality restriction.

B. If either Carrier is served with a subpoena or other Iega1 process requiring the production or disclosure

of any Confidential rnformation obtained from the other Carrier, including a request to disclose

Confidential Information to a government entity, then the Carrier that receives such a request, before

complying, shall i11l!!V'(fiately noti1)r the other Carrier and tab reasonable steps to atfurd the other

Carrier a reasonable period ofti.me to intwvene and contest such disclosure or production.

C. Upon termination ofthis Agreement and request of a Carrier, all Confidential Information, including

any copies thereof made by the ~iving Carrier. must be either returned to the disclosing Carrier or

destroyed by the receiving Carrier confumitlg in writing the dcatruetion of the disclosing Carrier's

Confidential Information.

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D. Neither Carrier shall use information or data provided by the other Carrier (wbelher or· not designated

CODfidential or proprietaIy) in connection with this Agreement except in fulfillment of its obligations

hereunder.

10. FORCE MAJEURE

Neither Party 10 this Agreement, shall be liable to the other for any failWll to fulfIll any ofits obligations under

this Agreement - including any obligations to pay money, but without prejudice to accrued rights and liabilities,

·ifsuch failWll is due to any cause beyond its control and not caused by its default, including, without

limitation, acts ofGod, acts ofpublic enemies, acts oforders of any governmental authority, fire, explosions,

floods, air traffic control delays, strikes, lockouts, labor disputea, embargoes, declared or undeclared war,

imminence ofwar, civil war, riots, insurrection, civil disorder, tecrorist actions, epidemics or quarantine

(hereinafterreferred to as force majeuce).Ifeither party is affected by any case afforce majeure, itsball

promptly notify the other Party ofits nature and extent

The Party so prevented or delayed shall be excused from such non perl'ormance to the extent and dwing the period

ofprevention or delay without however extending lhe term ofthis Agreement and sbaIl exercise all due diligence to

minimize the extent of!be prevention or the delay in the performance ofits obligations~.

The termination ofthe force majeure shall similarly be notified.

In case force majeure lasts longer than 30 (thirty) consecutive days from the date ofits notice, then both parties

shall reach an agreement OIl the necessary arrangements fur the fiJrth« implementation ofthis Agreement or ofthe

tem1inalioa the same, but without prejudice to accrued rights and liabilities.

lL NATURE OF RfiLATWNSHIP BETWEEN SN, VA

The relationship ofthe Carriers hereto is that ofindependent contraetonl. Nothing in this AiJ:Cement is intended

or sbaJI be construed to create or establish any partnership orjoint venture relationship between the carriers.

lZ. TERMINATION FOR CAUSE

A. If either Carrier (the "Defaulting Party") become8 insolvent or is subject to liquidation, composition

with creditors, reorganization or bankruptcy; if the other Canier (the "Insecure party") bas evidence

that the Defiwlting Party is not paying its bills when due witbout just cause; ifthe Defaulting Party

takes any step leading to its cessation as a going concern; or if the Defaulting Party either ceases or

suspends operations for reasons other than • force majeure event, then tho Insecure Party may

immediately terminate this Agreement on notice to tho Defaulting Party.

B. If either Carrier (tho "Defaulting Party")· fiUk to observe or perform any of its material obligations

wuler this Agreement and ifthis failure continues fur a period ofthirty (30) days after written notice to

the Detaulting Party thereof(except for any payments due, where the period to cure such non-payment

will be ten [10J days aft« notice) then, without prejudice to any other rights or remedies tho other

party may haYe, the other Carrier may terminate this Agreement as ofthe expiration date ofthis notice

period •

13. POST-TERMINATION RIGHTS

Exercise by either Carri« of its right to terminate under any provision of this A.areement will not affect or

impair its right to enfurce its other rights or remedies under this Agrcemem. All obligations ofeach Carrier that

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have accrued before termination or that are of a continuing nature will survive tennination, including, without

limitation, any confidentiality and indemnity provisions.

14. NQN-WAIY'ER

Any previous waiver, forbearance, or course of dealing shall not affect the right of either Carrier to require

strict perfonnance ofany provision ofthis Agreement.

15. GENERAL INDEMNIFICATION

The Carrier operating the Code Share flight or providing goods orservices hereunder (the "Operating Carrier")

agrees to indemnify and hold hannIess the other Carriei' (the "Marketing Carrier"), its directors, officers,

employees, agents, subcontractors (each an "Indemnitee") from and against any and all liabilities, claims,

demands, suits, damages, and losses, including, without limitation, all reasonable attorneys' fees, costs and

expenses in connection thecowith or incident thereto (including, without limitation, reasonable attorneys' fees

incurred by the Marketing Carrier in establishing its right to indemnlBeation hereunder) (collectively referred to

in this Article as "Claims") of third parties for death or bodily injwy to or delay of any person or persons

whomsoever (including, without limitation,· the Operating Carrier's employees, but excluding the Marketing

Carrier's employees who are not passengers on the Operating Carrier's flight and for loss of; damage to,

destruction or delay of; any property whamoever (including, without limitation, any loss of use thereof), in any

manner arising out of or in any way connected with goods or services furnished or to be furnished by the

Operating Carrier under this Agreement, all whether or not arising in tort or occasioned in whole or in part by

the negligroce ofthe Marketing Carrier ofany type or degree. The Operating Carriershall, at the request of the

Marketing Canier, negotiate and defend any Claim brought against any Indemnitee or in which any lndemnitee

is joined as a party defendant based upon any other matters for which the Operating Carrier has agreed to

indemnify each Indemnitee as provided above. The Operating Carrier's obligations under this Article shall

survive the expiration or termination of this Agreement. Notwithstanding the foregoing, the Operating Carrier

will not· indemnify the Marketing Carrier for any claims caused by, or resulting from, the gross negligence or

willful misconduct ofthe Marketing Caniel' or any Indemnitee.

Each party shall promptly notify the other party of any claims and legal actions connected with the operation

which would result in indemnification by the other party and shall supply the other party with any supporting

documents and relevant information.

16. INSURANCE

A During the term ofthis Agreement, the Operating Carrier shall procure and maintain in full force and effect

insurance with insurance carriers of known financial responsibility reasonably satisfactory to the other

Carrier of the type and in the amounts listed below, in each case on an occurrence basis and not claims

made basis:

1. Comprehensive airline liability insurance, including but not limited to, Aviation Premises Liability,

Hangarlceepers, Products and Completed Operations, Passenger Legal Liability, bodily if\iwy.

property damage, baggage. cargo, mail and aircraft third-party legal liability (all policies shall be

extended to include war risks, hijacking and allied perils in an amount not less than'

per any one OCGurrence, however, in the annual aggregate in respect of

Third Party War, Hijacking and AlLIED Perils liability, Products and Completed Operations

Passenger Legal Liability. Notwithstanding the above, the liability coverage fur non-passenger

personal injwy shall be no less thaJ1 in the annual aggregate. This insurance must be

primary with respect to the matters within such coverage irrespective of any insunmce carried by the

Marketing Carriel', and shaU (i) name the Marketing Carr:ie£ and the Marbting Carrier Indemnitees as

additional insured, but only as respects the opezation of the Operating Carrier; (ii) contain a

sovernbility of interest clause and a breach of warranty clause in favor ofthe Marlreting Carrier and

6

\REDACTED I
the Marketing Carrier 1ndemnitee8; and (ill) spedfically insure the Operating Carrier's indemnification

obligations under this Agreement subject to policy terms, conditions, limitatioosand exclusions,

except to the extent claims are caused by the gross negligeoce or willful misconduct ofthe Marketing

Carrier or the Marketing Carrier Indemnitees.

2. Hull all risks insurance, including war risks, hijacking and allied perils (or 88 provided by the U.S.

Government pursuant to Chapter 443, Premium War Risks Insurance) and such policy shall includo a

50/50 clause and a waiver ofsubrogation (except for tho war risk: hull insurance as provided by tho

U.S. Government pursuant to Chapter 443, Premium War Risks Insurance) in favor ofthe Marketing

Carriec and the Marketing Carrier Indemnitees except to the extent claims are caused by the gross

negligence or willful misconduct ofthe Marketing Carrier or the Marketing Carrier Indemnitees; and

3. Workers Compensation or the local equivalent atstatutory requirements.

B. Each Carrier shall provide the other with certificates of insurance as indicated by the insurance terms of

this Agreement within five (5) Business Days after the Effective Date and thereafter within five (5) days of

the date of any renewaJ ofsuch coverage. The certificates shall be ofthe type that obligates the insurer to

notify UA or SN in writin& in advance of any changes adverse to the interests ofUA or SN, cancellation or

nonrenewal ofsuch coverago. The notice period shall be thirty (30) days and with respect to war and allied

perils coverage shall be seven (7) days or such 1esser period as is or may be available in accordance with

policy conditions.

17. EXCLUSION OF CONSEQUENTIAL DAMAGES

Neither Carrier shall be liable towards the other Carrier for any indirect, special, incidental or consequential

damages, including lost revenues, lost profits, or lost prospective economic advantage, whether or not

foreseeable and whether or not based on contract, tort, warranty claims or otherwise in collllCCtioo with this

Agreement, and/or the products or services provided hereunder, and each Carrier hereby releases and waives

any claims against the other carrier reprding such damages.

18. NOTICES

Any notices required to be sent under this Agreement shall be sent by first class mail, postage prepaid, or any

more expedient written means.

Ifto SN, notices shall be addressed as follows:

Brussels Airlines

Ifto UA. notices sbalI be addressed as follows:

United Air Lines, Inc.

Notices sent via electronic means (e.g., telex, facsimile) sblI.lI be effective immediately ifreceived prior to 5:00

p.In. local time ofthe recipient. AlI other notices sba1I be effective the first business day afterreceipt.

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IREDACTEDI

IREDACTED I
19. GOVERNING LAW AND JURISDICTION

This Agreement and any dispute arising under or in connection with this Agreement, including any action in

tort, shall be governed and construed by the laws of the State of New York: U.S.A, without regard to any

contlict oflaws principles, which may direct the application oflaws ofany otherjurisdiction.

SN and UA agree to use their best efforts to resolve bymutual negotiation any dispute that may arise with

respect to the operation of this Agreement, its ANNEXES, AITACHMENTS or other written amend1nel1ts.

AJry dispute concerning the validity, interpretation or application of this Agreement or any amendment thereto

or concerning any right or obligation based on or in relation to such Agreement and which cannot be resolved

by the Parties within 90 days from the date OD which the dispute has arisen shall be finally settled by arbitration

as per IATA-Resolution 780 as amended orsubstituted from time to time or any respective resolution current at

the time ofreference to arbitration, using a single arbitrator jointly selected by the Parties . Failing to do so,

such arbitrator shall be designated by the Secretary General of IATA The arbitration proceeding shall be

conducted in English. Not withstanding the foregoing either Party may seek injunctive action to preserve the

status quo in any cowt of competent jurisdiction and provided however, that either party who is seeking to

name the other in defense ofa third party claim need not bring such action to arbitration.

20. SEVERABILITY

Each provision of this Agreement shall be valid and enforced to the furthest extent pennitted by law. The

invalidity or unenforceability of any provision ofthis Agreement shall not affect the validity or enforceability

ofany other provision.

21. ASSIGNMENT AND CHANGE OF OWNERSHIP

A. Neither Carrier may assign or otherwise transfer any ofits rights or obligations under this Agreement

to any third party without the prior written oonsent ofthe other.

B. Should for any reason whatsoever the ownership of either Carrier change, such that such that another

air carrier or affiliate of an air carrier (other than Lufthansa) acquires a fIfty-one percent (51%) or

more ownership interest in either party, then within thirty (30) days ofsuch 0CClJlI'eIlCe either party

may request renegotiation of this Agreement and, failing successful renegotiation within sixty (60)

days of the request to renegotiate, either party may tenninate this Agreement upon thirty (30) days

notice to the other party.

21. ENTIRE AGREEMENT

This Agreement, including any and all Attachments, constitutes the entire Agreement and understanding ofthe

Car:riels reIatina to the subject matter hereof: and supersedes all prior agreements, whether oral or written,

express or implied, between the Carriers concerning the subject matter hereof In the event that any te..nns

herein conflict with the tCIDll of any interline or other agreement between the Carriers, then the terms herein

shall prevail. but sha1I not supplant any conflicting terms in the other agreement This Agreement may be

modified only by further writtef1 agreement signed by aU ofthe Carriera hereto.

23. EXISTING OBLIGATIONS

UA represents and wammts that the terms ofthis Agreement do not violate any existing obligations or contracts

of UA. SN represents and warrants that the tenns ofthis Agreement do not violate any existing obligations of

SN. Each Camer shall defeod, indemnifY and hold the other hanniess from and against any and all claims,

demands or causes ofaction. which are bereaftcr made or brought against it alleging any such violation.

24. NON-ENGLISH VERSION

If any non-EngIiBh interpretive versions of this Agreement are created, tben, in the evmt of a conflict betwem

this English version and any non-English versioo, this English version shall control

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25. CAPTIONS

The captions appearing in this Agreement have been inserted as a matter of convenience and in no way

define, limit. or enlarge the scope ofthis Agreement or any ofits provisiOll8.

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IN WITNESS WHEREOF, the Carriers hereto have by their duly authorized officers exocuted this Agreement as ofthe

dates set forth. below.

Brussels ..

By: ----74~7_""'--------

Title:

N~~Executiv(l Vi

Date: t /tLl kJ

Name:

B~Bernard Gustin

Title: Managinf Director

Date: L4/-1-=-+[1~40-=J-~ __

Date:

UNITED AIR. UNES, INC.

Mark Schwab

SeniorVice President

~noaI&_""'_

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ATIACHMENT 1

CODESUARING

A. City pairs disPlayed as SM!

Subject to all necessary regulatory approvals, deployment oflATCl One Stop Check-In, and completion ofnecessary

operational support arrangemenlll, SN shall display its SN designation code on selected flights, operated by UA:

• From points beyond. within the U.S., via the U.S., and intermediate points to a point or points in and

beyond Belgium.

B. City pairs disPlayed as UA•

-From points beyond, within Be1giUlll, via Belgium and intermediate points to a point or points in md

beyond the U.S.

Subject to all necessary regulatory approvals. deployment of lATCI One Stop Check-In, and completion of

necessary operational support arrangements, UA shall display its UA designation code on selected flights,

operated by SN:

SN

UA

IREDACTED I

C. Inventory Management

The Carriers sha11 establish mutually aeree4 inventory management procedures for Code Share flights, in

accordance with the guidelines outl.ined· in Article 4 of this Agreement ("Programs"), and including for

manuaLly managed inventory allocations tho areas for cooperation outlined in Attachment lAo

SN

UA

D. Code Share Schedule Operations

The Carriers shall:

A. &tablish a dedicated flight nlllDbec range for use by SN and UA for use on Code Share flights.

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IREDACTED I
B. Establish an automated transfer of flight schedule information via an industry standard S8IM which

includes comment 10 and 50 records to identify the Code Share relationships. A "custom 881M" from 8N

shall be used in place of the OAG file to maintain SN's schedule in the Apollo and Galileo computer

reservation systems. UA currently uses both S81M Chapter 4 and 7 fonnat! to transmit UA schedule

updates directly to the major CRS systems on a regular basis in order to maintain synchronicity with

Apollo/Gallleo. The list of direct recipients ofVA schedule updates include ITA Software (Orbitz), Sabre

(Abacus, Infini, and Travelocity), Worklspan (Expedia), Amadeus,. Apollo/Galileo, and Travelsky.

C. Establish a communications procedure to advise the other ofpassenger ~odatioD plans in the event

ofschedule changes involving a Code Share flight. The Marlceting Carrier will be responsible to notify the

PNRowner.

SN

UA

E. Interline Accounting

The Carriers shall establish all necessary accounting procedures, in accordance with applicable lATA or ACH

. guidifiries tOmciJitate settlement ofall VAISN interline transportation. including code share.

SN

UA

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AITACHMENIIA

BUSINESS REOtJIREMENTS COPE SHARE

TABLE OF CONTENTS

1.0 OVERVIEW

l.l Introduction

1.2 Objective

2.0 REQUIREMENTS

2.1 Availability

2.2 BookinglficketinglCRS Fees

2.2.1 Sell

2.2.2 DiscJa.lmer

2.2.3 Group Handling

2.2,4 Teletype (TrY)

2.2.5 Customer Inquiries

2.3 Inventory Maintenance

2.3.1 InventoryControl

2.3.2 Link Sells

2.3.3 Wailiist

2.4 Through ChllCk In

2.5 Schedule Maintenance

2.5.1 ScheduJe Dissemination

2.5.2 Schedule Change

2.5.3 PassenierReaccommodation

2.5.4 Seat Reaccommodation

2.6 AccountiDa Systems

2.7 Frequent Flyer

3.0 HARDWARE

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1.0 OVERVIEW

The pwpose ofthis Attachment lA is to provide & method thatshan allow SN's code to be reflected on

certain VA flights and UA's code to be reflected on certain SN flights. Each Carrier shall perform

these procedures in a fully automated manner, or manually uotn a fully automated method can be

implemented.

2.0 REQUIREMENTS

Geooal Requirement

Support code share for the city pairs as set forth on Attachment 1, paragraph A.

2.1 Availability

The Carrier shall provide the capability to display the service as an on-line connection using the

designated Carrier's code (VA or SN).

2.2 BookingtTicketingfCRS Fees

2.2.1 Sell

The Caniers shall provide support for segment sell of the on-line connection by line

number from availability.

The Canien shall provide support for the manual sell of the connection using either the

code share flight number or the base flight number.

The Operating Carrier shall pay all CRS fees, regardleis of their pwpose, relating to

passengClll on its flights. SN and UA sh&U establish & process to ensure that alI such fees

are appropriately IICCOUllted for. The Operating Carriershall be respooS1ble for CRS foes

at the level ofparticipation ofthe Marketing Carrier.

In this connection, and unless a direct bill agreement is bilaterally agreed, the Marketing

Carriec is obligated to provide the Operating Carrier either the CRS vendor's invoice or

electronic support at the segment or flight level generated using BIDT data from. the ODS

or a hard copy of bookings for flieJrts of Operating Cairier. and the Operating Carrier

shall reimburse the Ma1tetiDg Carrier based upon the data reflected in those docwneuts

without adjustment. The Operating Carrier does have the opportunity to inquire about the

calculation offees and request additional support for the billing ifthe support does not tie

to the billing total Any· biUing errors will be corrected after communication between

Operating and Marlceting Carrier and agreement as to the correct amount. SN is in favor

ofhaviDg direct billing agreemenlS in place with GDSs providing such service.

2.2.2 Disclaimer

The Carriers shall provide for a disclaimer to accompany a sell of a shared-code flight

identifying the Carrier operating the flight. The disclaimer must be distributed to CRS's

and to schedu1c dissemination services such as the Official Airline Guide (OAG).

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2.2.3 Group Handling

Groups will be booked as they are currently booked by each camero

2.2.4 Teletype (ITY)

Teletype processing will be bandled for VA or SN designated flights as it is ClJI1'tt1t1y

lumdJed today.

The information shall be updated within the PNR of the respective system automatically

and shall be passed with the PNR on the exchange ofPNRs.

2.2.5 Customer Inquiries

Procedurea shall be established through the reservations groups to be able to identifY

where a PNR exists and be able to direct the customer appropriately.

2.2.6. Guaranteed Sell

When the marketing class shows OPEN for Sell, the Marketing Carriec will accept the sell

from the booking source based on the availability status. The Marketing Carrier will send

the code share exchange message to the Operating Carrier with status code 'CS' which

must be accepted by the Operating Carriec as guaranteed.

If the sell request from the booking source exceeds the quota sell level of the class

requested and! or the status of the class requested is OPEN for Waitllst ONLY, the

Mar.keting Carrier shall return a Waitlist Status to the booking source and send a code

share exchange message to the Operating CIllTier with 'CL' status code. Ifthe status ofthe

marketing clasB is CLOSED with no waitlist allowed the Marketing Carrier shall return a

UC status to the booking source and no exchange message is sent to the Operating

Carrier.

The Marketing Carrier shall DOtsend a 'CN' status code to the Operating Carrier to

"request" a code share response. The Operating Carriec shall not refuse Aguaranteed sell

by seudina 'UC' or 'US' status to the Marketing Carrier.

To support sell the Operating Carrier and the Marketing Carriershall use AVS

messages and RAS messages to keep marketing and operating classes synchronized.

2.3 Inventory Maintenance

2.3.J Inveototy Control

The operating Carrier shall develop a method for inventory control on each Code Share

flight toIfrom the designated citiea and sbaI1 maintain control of that inventory. The

desienated Carrier sball create a pseudo flight with the appropriate inventory. The yield

management groups ofboth Carriers shall agree on the followini:

Class ofservice and class ofsernce equivalency

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2.3.2 Link Sells

Allow a shared-code flight to be sold from an availability display provided to another

Carrier.

2.3.3 Waitlist

WaiUists shall be open atstart up ofthe Code Share arrangement.

2.4 Through Check In [section under United review to include API data collection and transmission)

Provide the capability to through-check customers via the use ofIATCI standards.

2.5 Schedule Maintenance

2.5.1 Schedule Dissemination

Each Canier shall establish an automated transfer of flight schedule information via an

industIy standard SSIM which includes comment 10 and 50 records to identify the Code

Share relationships. A "custom SSIM" from SN shall be used in place ofthe GAO fIle to

maintain SN's schedule in the Apollo and Galileo computer reservation systems.

2.5.2.

PassengerRe-accommodarlon

R.e-accommodations shall be worked through close coordination between the reservations groups of

the two Cauiers.

Wetlease ofother Third-PartyOperations

In the event that either Carrier ammges for a codeshare flight to be operated by a third-party in the

furm ofa wet lease or otherwise as referenced in Section 6.D. ofthis Agreement. then the following

procedw:e8 will apply to ensure the other Carrier's code is removed from the affected illght(s):

All passengers with codeshare tickets for the affected flight shall be informed in advance that the flight

will be opemted by a thUd-party carrier.

Ifthe third-party operation is mown more than 24 hours ofthe scheduled operation;

Each Carrier will lnfonn its own passengers and decide, at its sole costs on a course ofaction which

may include fe-accommodatioo on a different carrier with which a Carrier has a protection agreement.

Ifthe wotIoase becomes known within 24 hours ofscheduled operation, the Carrier 8lT8Jlging for the

third-party operation will ensure the following amulgClllCnts and any other needed arrangements are

made:

- any codesbare ticketed passengers for the flight will be infonned that they can fly on the third-party

opet'lltOr or receive a refund fur the travel segment impacted.

- codeshare passengcr1 who choose to fly on the third-party operated flight will have their tickets reissued by tho Carrier amnging the third-party opemtion.

• the Canier lltl'lIIlging the third-party operation shall provid¢ the codeshare passeniCr8 with a written

apology and possibly a Customer Relations contact for any questions.

- the Carrier arranging tho third party operation will periodically update the otherCarrier ofthe

situation and duly inform which code8hare passellgeI'8 were reboolced on the third-party operation.

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The Callier arranging third-party operation will treat all passengers tegardless ofticketing callier

and treat codeshare passengers as their own.

2.S.3 Flight Information

SN and VA shall evaluate procedures for ex.changing and updating FLIFO information in

each other's systems. Procedures and responsibility shall be dett:nnined and mutually

agreed by the Caniers.

2.6 Accounting Systems

Each Carriershall establish accounting procedures in accordance with Attachment 1 paragraph E. Any

special prorates must be communicated to accounting to ensure proper billing

2.7 Frequent Flyer

Procedures for providing automated accrual and redemption shan be established by respective

Frequent Flyer organizations.

3.0 HARDWARE

Each Caniec shall provide and pay for installation and maintenance of computer equipment necessary

for the other to support Code Share operations. This equipment may include, but ilriot limited to

check-in terminals, boarding pass printers and bag tag printers. AJJ.y monthly charges associated with

such equipment shall be paid by the Carriersupplying said equipment

Upon termination ofCode Share operations, for any reason. the Carriers shall return any equipment

owned by the other party.

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A'ITACHMENT 2

CODE SHARE EMERGENCY PROCEDURES

In order to properly prepare and plan coordinated communications efforts between the Carriers in the event of

an emergency, as defined below. involving a Code Share flight, both Carriers shall (i) exchange and update the

appropriate telephone numbecs and SITA addresses of the Operating Carrier to which the Marketing Carrier

may refer customer/relative inquiries in the event of an emergency and (ti) discuss any othec necessary

coordinated emergency response procedures. Although each situation must be evaluated on its own merit,

common sense must prevail as a guide for all partiesto follow.

DefJnitfol!!j

-Emer&enc:y

Any occurrence involving a Code Share flight that results in irijury or death, or has the potential for injury or

death to any person or the loss or damage or the potential for loss or damage to private, public, or Carrier

property.

-Aircraft Accident

Any occurrence associated with the operation of an aircraft, which takes place between the time the captain has

released the parking brake for pushback or taxi and has set the parking brake and all checklists are completed,

in which any person who has boarded the aircraft with the intention offlight suffers death orserious injury or in

which an aircraft receives substantial damage.

-HlJacldne (Air Piracy)

Any seizure or exercise of control by force or violence, or threat of violence. and with wrongful intent of an

aircraft in air commerce.

-Red Alert

The classification for a situation where a major problem exists that may result in an accident as de1ined above.

Examples include a landing gear failure to extend, fire in flight, or other aircraft damage thatsha1Ilikely require

outside agencies such as police, fire, ambulances, and physicians to respond.

Both Caniers agree to comply with the relevant requirements of government agencies having jurisdiction in

respect of an Emergency. Aircraft Accident, Hijacking or Red Alert.

Appropriate UAL telephone numbers in the event ofan emergency as described above:

UAL ShIft Manager (24 Hours)

(phone)

(FAX)

(SITA Address)

Appropriate SN telephone numbers in the event ofan emergency as described above:

SN ShJft Manaler (24 hours)

(Phone)

(FAX)

(SITA Address)

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Any change to the above refemnced phone numbers or contacts is to be communicated to the above referenced

SITAaddresses with arequest for a confirming telex back to the originatorto acknowledge receipt.

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B. EMERGENCY PLAN

(1) The Caniers mutuaUy agree to subscribe to the rATA Standards and Recommended Practices

for the Assistance ofSurvivonl and Families ofPassengersin the Aftennath ofan Aircraft

Accident or Incident.

(2) In addition to the aforementioned procedures. the Carriers shall meet and endeavor to

mutually agree on a detailed emergency plan.

SN

UA

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LIMITED EXCLUSIVITY WAlVER

To the

BRUSSELS AlRLJNF-S - UNITED AIRLINES

CODE SHARE AND RECULATORY AGREEMENT

This limited exclusivity waiver ("Waiver"), effective December 19, 2009. provides a

limited waiver to the Code Share and Regulatory COODC01tion Agreement dated

December 19. 2009. ("Code Share A~ent").

between lJnited Air Lines, lnc.

("United") and Brussels Airlines S.A./N.V. ("Brussels Airlincs"XcolJectively

"Agreements").

WHEREAS. the Code Shale Agreement contains exclusivity provisions which provide in

part that it is c:xclll$ive to United as it reJates 10 Brussels Airlines participation in code

sbaring widt another air curier otherthan f

And is exclusive to SNas it relates to UA's participation in code sbuiDg with another

Carrier other than

WHEREAS. Brussels Airlines desires for Unit¢(f to temporarily waive aspects ofrhe

exclusivity provisio~ . lin orderto oeonit Brussels Airlines to continue

its code with

and

WHEREAS, United and BrusselsAirlines are both willing 10 lemporarily waive aspects

ofthe exclusivity provisiolU .wbject to certain Icons and conditions

more further described herein.

NOW. THEREFORE, in exchange for murual consideration, the receipt and sufficiency

ofwhich is herebyacblowledged. United and BrusseJs Airlines a8f" as follows:

1. Constroctjon

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In the event ofany conJlict between !be terms in thls WaiveP

, the tenns in thi, Waiver shaJJ prevail. Captions appearing In this

Waiver have been inserted fur convenience only and_,,'ill nol rontrol, defmc,

limit, enlarge, or atr~ct the meaning ofthis Waiver/

2. ConditiOnal Waiyg #1

United and Brussels Airlines hereby waivo the exclusivity provisiolU ofthe

CodC$hare Agreement with regards to! ' such that:

A. Brussels Airlines may engage in codeshare arrangements witht

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3. Conditional Waiver iR:

United and Brussels Airlines hereby waive the clCclusivit}f

to a limited extent with regards to'

A. Brussels Airlines will continuef

such that:

4. F!!ture Amngcmcntl

Upon request by the other, each ofBrussels Airlines and United Airlines will give

~ood faith consid«ation to granting ~limired exclusivity waiver for codeshare

..coopeation wil'"

5. Confidentiality

Except as required by law, legal process, or in any proceeding to enforce the

provisiOI1:l ofthis Waiver, United and Brussels Airlines shaJl not publicize or

disclose to any third party the torms or ccnditions ofthis Waiver without the prior

written consent ofrM otherparty.

6. Effect of Waiyg

Except as cxprcs.sly set fOrth herein, this WJivershaU not by implicalion or

otherwise limit, impair, C<lnstilute a waivcrof, or otherwi&e affect the rights and

remedies ofeither United or Brussels Aidinca. and shall not

alter, modify, amend or in any Qf&yaffect the temu, coOditiolLS, obligations,

covenants or agreements' aU ofwhich are ratified

and affirmed in all respecllnd shan continue in fuJI tarce and effect. This Waiver

shall apply and be effective only with respect to the provisioml'

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specifically refem4 to /tere!!!.- .

7. Governing Law and Jurisdiction

This Waiver aM any disput~ arising under or in eonnection wilb this Waiver.

including any action in tort, shall be governed by and construed in accordance

with the laWi ofthe slate ofNew York, U.S.A. without regard to any conflict of

laws principles which may direct the application oflaws oflily otherjurisdiction.

Any dispute concerning the validity, interpretation or application ofthis

Agreement or any amendment thereto or concerning .oy right or obligation based

on or in relation to such Agreement and which cannot bo resolved by the Partiet

within 90 days fiom the date on whieh the dispute has arisen shall be finally

settled by arbitration as per lATA-Resolution 780 as amended or substituted from

time to time or any respective resolution cl1lTent at the time ofreference to .

arbitration, usiog. single arbitratorjointlyselected by the Parties. F.iling to do

so. such arbitrator shall be <ksignated by the Secretary Genentl oflATA. The

atbitntion proceeding slWl be conducted.in English. Not withstanding the

foregoing either Party may seek injunctive action to preserve th~ status quo in any

court ofcompetentjurisdiction and provided however. that either partywho is

seeking to name the other in defense ofa third party claim need not bring sucb

action to arbitration.

8, enti~ AUeement

ThisWaiver'. ,:and any amendments thereto contain the

complete, tinaI;ind exclusive agreement between the parties hereto with respect

to the subject matter hereof; and supernde all provious agreements and

WldemandingS with respect to such sp(lCilic matter. This Waiver will not be

modified, amended. or terminated in any manner except by an inslnlment in

writing, executed by the parries hereto,

9. CounteJ:parts

This. Waiver may be execute in two or more COlD1terparts. each of which shall

constitute an original but aU ofwhich when taken togethershall constitute but one

contract.

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IN WITNESS WHEREOF, !be panies hereto have caused this Waiver to be duly

ClJlccuted by their respective authorized officers as ofthe day and year first written above.

BrlWeb Alrlina

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United Air Una, Joe.

By: Mark Schwab

Title; SVP Alliances, International

& ,eguJatoryAffilirs

Date: '/Z-l/IO

t? l-J.~

By; Graham Atkinson

TIde: PrcsidCDt, MilClige Plus

Date: Ih 1.-ll b

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