# .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 ofUnited 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 ContractNbr.



### BRUSSELS AlRLINESIUNITED CODE SHARE AND REGtlLATORY

COOPERATION AGREEMENT

This Agreement is made and entered into this 18th day ofDecember, 2009, (the "Effective Date"), by and between UNITED AIR. LINES, INC., with its principal place ofbusiness at 77 West Wacker Drive, Chicago, illinois 60601 ("UA") and Brussels Airlines S.A.IN.V. 

### ("SN"), with its principal place ofbusiness 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 bythe traveling and shipping public. This Agreement establishes binding obligations between the Carriers, expresses the Carriers' intentions, and sets forth a framework thatprovides 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 passengerand 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 describedin.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 

### bilateralprocess. 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 contractora 

### 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 intermediatepoints to a point orpoints 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 ofparamount 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 ofCode 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) of

### a 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 of

### this Agreement or the operation of

### the Code Share flights is, or shall 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 havingjurisdiction 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 EMERGENCYPROCEDURES 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 ofa 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 oroversold 

### tllghts. F. FREQUENT FLYER The Carriers agree 

### to participate in each other's frequent 

### flyerprograms. 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 ofcompetitive off-line offerings in 

### the agreed Code Share

### markets.

2It 

### 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 designatorcode. The Carriers agree to communicate as necessaryto facilitate such an arrangement. L CARGO On the basis ofreciprocity and comity, SN andUA will provide broaderaccess to each other's flight route 

### system through the creation of

### Cargo (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 agreementmay 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 uponprior 

### written notice, 

### suchnotice 

### 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
. . suchnotice shall 

### be effective on the last day o(tho following IATA Scheduling Season. 6. COMPLIANCE

## WITHGOVERNMENT 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 forentry 

### 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 of

### the Carrier 

### that originates 

### the customer travel and such Carriershall 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 

### thateach shall 

### maintain compliance with the 

### requirements ofsuch audit within the time 

### frame reqaired by IA TA 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 

### itmJ1ediatelybe 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 orfull 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 

### eitherCarrier's 

### discretion and at 

### the auditing 

### Camet", sole 

### expense and the



### 3other carrier shall cooperate with all such audits; provided, however, that any such audit does not disruptthe 

### normal operations ofthe Carrier being audited. D. Code Share is notpermitted on any flight operatedby a third-party through a wet-lease orother arrangement whereby the operator ofthe 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 

### theprocedures set forth in Attachment IA Section 2.5.2 shall be followed. 

### 7. EXCLUSIVITY Ibis Agreement is non-exclusive anddoes notpreclude eitherUA or SN from entering into ormaintaining existing marketing relationships, including Code Sharing, with otherCarriers. Notwithstanding the preceding 

### sentence, this Agreement is exclusive to UA as itrelates to SN's participation in code sharing with another Carrierother 

### than: a) US Airways and parties to ajoint venture agreement known as A++ onnon-8top routes between Belgiumand lhe U.S., and b) 

### With StarAlliance

## camers from points beyond, within orvia the US and intermediate points to 

### apointorpoints in and beyond Belgium; and is exclusive to SN as itrelates to UA's participation incode sharing with anotherCarrierother than: a) US Airways and parties to ajoint venture agreementknown as A++, on non-stop routes betweeD Belgium and the US., and b) With StarAlliance carriers from points beyond, within or via the

## u.s. and intermediate points to a point orpoints 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 consentnotto beunreasonably withheld ordelayed
.
9. 

## CONFIDENTIALITY A. Except as necessary in any proceeding to enforce any of the provisions of this Agreement or as required by ornerofcourt, 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. Anyofthe terms or conditions of

### this Agreement; 2. Any and allpassenger infonnation including, butnot 

### 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 ofdisclosure by 

### the receiving Carrier; (n) was already known by the receiving Carrier except if obtained under an obligation ofconfidentiality; or (iii) is disclosed by the disclosing Carrier to a third party without similarconfidentialityrestriction. B. Ifeither Carrier is served with a subpoena orother

### Iega1 process requiring the productionordisclosure 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 of

### ti.me to intwvene and contest such disclosure orproduction. C. Upon termination of

### this Agreement 

### and request ofa Carrier, 

### all Confidential Information, including any copies thereofmade 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.



### 4D. Neither Carrier shall use information or data provided by 

### the otherCarrier (wbelher or· not designated 

### CODfidential or proprietaIy) in connection with 

### this Agreement except in 

### fulfillment ofits obligations hereunder. 10. FORCE MAJEURE NeitherParty 10 this Agreement, shall be liable to the otherfor any failWll to fulfIll any ofits obligations under 

### this Agreement

- including anyobligations to pay money, but withoutprejudice 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 ofanygovernmental authority, 

### fire, explosions, floods, air traffic control delays, strikes, lockouts, 

### labor disputea, embargoes, declared orundeclared 

### war, imminenceof

### war, civil 

### war, riots, insurrection, civil disorder, 

### tecrorist actions, epidemics or quarantine (hereinafterreferred to as force majeuce).Ifeitherparty is affected byany case afforce majeure, 

### itsball promptlynotify the otherParty ofits nature and extent The Party so preventedordelayed shallbeexcused from suchnonperl'ormance 

### to the 

### extent and dwing the period ofprevention ordelay withouthoweverextending lhe termofthis Agreementand sbaIlexercise all due diligence to minimize the extent of!beprevention orthe 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, butwithoutprejudice to accrued rights and 

### liabilities.
lL 

### NATURE OF RfiLATWNSHIP

## BETWEEN SN, VA The relationship ofthe Carriers hereto 

### is that ofindependentcontraetonl. Nothing in 

### this AiJ:Cement is 

### intended or sbaJI 

### be construedto create orestablishany partnership orjointventure relationship between the carriers. 

### lZ. TERMINATION FOR

## CAUSE A. Ifeither Carrier (the 

### "Defaulting Party") 

### become8 insolvent or 

### is subject to liquidation, composition with creditors, reorganization or bankruptcy; ifthe other Canier (the "Insecure party") bas evidence that the Defiwlting Party is not paying its bills when due witboutjust 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 Agreementon notice to 

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

### this Agreement

### and if

### this failure 

### continues furaperiod ofthirty (30) days 

### afterwritten notice to 

### the 

### Detaulting Party 

### thereof(except for 

### anypayments 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 Carriermay 

### 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 itsrightto 

### enfurce its 

### other rights orremedies 

### under

### this Agrcemem. All obligations ofeach Carrier 

### that



### 5have accrued before termination or that are ofa continuing nature will survive tennination, including, without limitation, any confidentiality and indemnity provisions. 14. NQN-WAIY'ER Any previous waiver, forbearance, or course ofdealing shall not affect the right ofeither Carrier to require strictperfonnance ofanyprovision ofthis Agreement. 

### 15. GENERAL INDEMNIFICATION The Carrieroperating the Code Share flight orproviding 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 Carrierin establishing its right to indemnlBeationhereunder) (collectively referred to in this Article as "Claims") ofthird 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 ofor in any way connected with goods or 

### services furnished or to be furnished by 

### the Operating Carrier underthis Agreement, all whether or not arising in tort oroccasioned in whole or in part by the negligroce ofthe Marketing Carrierofanytype ordegree. The Operating Carrier shall, at the request ofthe 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'

### orany Indemnitee. Each party 

### shall promptly notify the other party ofany 

### claims and legal actions 

### connected with the operation 

### which would result in indemnification by the otherparty and 

### shall supply the other party with any supporting documents and relevantinformation. 16. 

## INSURANCE A During the term of

### this Agreement, 

### the Operating Carriershall 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 ofany 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 

### Carrieror 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 of subrogation 

### (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 orwillful misconduct 

### ofthe Marketing Carrier orthe 

### Marketing CarrierIndemnitees; 

### and 3. Workers Compensation 

### orthe 

### local equivalent 

### atstatutory

### requirements. B. 

### Each Carrier shall provide the other with certificates ofinsurance 

### 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 ofany 

### renewaJ ofsuch coverage. The certificates shall be 

### ofthe type that 

### obligates the 

### insurer to notify UA orSNin writin& 

### in advance ofany 

### changes adverse to the 

### interests ofUA orSN, cancellation or nonrenewal ofsuch coverago. The 

### notice period shall 

### be thirty 

### (30) days and 

### withrespectto 

### warand 

### 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 anyclaims againstthe 

### othercarrierreprding 

### suchdamages. 

### 18. NOTICES Any 

### notices required 

### to be sent 

### under this Agreement shall be 

### sent by first 

### class mail, postage prepaid, 

### or any 

### more expedient 

### writtenmeans. Ifto 

### SN, notices shallbeaddressed 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.

7 

### IREDACTEDI

IREDACTED 

# I19. 

## GOVERNINGLAWAND 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 ofNew 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 by

### mutual negotiation any dispute 

### thatmay arise with respect to the operation ofthis Agreement, its ANNEXES, AIT ACHMENTS orotherwritten amend1nel1ts. AJry dispute concerning 

### the validity, interpretation or application ofthis 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 within90 days from the date OD which the dispute 

### has arisen shall be finally settled byarbitration as per IATA-Resolution 780 as amended or substituted from time to time or any respectiveresolution 

### currentat the time ofreference to arbitration, using a single arbitratorjointly 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 ofcompetentjurisdiction and provided however, that either party who is seeking to name the other in defense ofa thirdpartyclaim 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 ofany provision ofthis Agreement shall not affect the validity or enforceability ofany

### otherprovision. 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 withoutthe prior written oonsent of

### the other. B. Should for any reason whatsoever the ownership ofeither Carrier change, such 

### that such that another air carrier or 

### affiliate ofan 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 ofthe request 

### to renegotiate, either party may 

### tenninate 

### this Agreement upon thirty (30) days notice to the otherparty. 

### 21. ENTIREAGREEMENT This Agreement, including any and 

### all Attachments, constitutes the entire Agreement and understanding of

### the 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 ofany 

### 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 byfurtherwrittef1 agreement signed by aU ofthe Carriera

### hereto. 

### 23. EXISTING OBLIGATIONS UA represents and wammts 

### that the 

### terms of

### this Agreement do not violate any existing obligations orcontracts ofUA. SNrepresents 

### 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

### orcauses ofaction. which are bereaftcrmade orbrought against it alleging any such violation. 24. 

### NON-ENGLISH VERSION 

### Ifany 

### non-EngIiBh 

### interpretive versions 

### ofthis Agreement are 

### created, tben, 

### in 

### the evmt ofa 

### conflict betwem this 

### English version and 

### any non-English versioo, this English version shall 

### control



### 825. CAPTIONS The captions appearing 

### in 

### this Agreement have 

### been inserted as a matter of convenience 

### and in no 

### way define, 

### limit. orenlarge the scope of

### this Agreement or any ofits provisiOll8.

9

### IN WITNESS WHEREOF, the 

### Carriers hereto have by 

### their duly 

### authorized officers exocuted this Agreement

### as ofthe dates 

### setforth. below. Brussels
..

By:

### ----74~7_""'--------

# N~~ Title: Executiv(l Vi
Date: 

# t 

# /tLl kJ

# B~ Name: Bernard Gustin Title:

# ManaginfDirector Date: 

# L4/-1-=-+[

# 1~40-=J-~ 

# __ Date: UNITED AIR. 

### UNES, INC.

MarkSchwab SeniorVice President

## ~noaI&_""'_

10

## 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:

• Frompoints 

### beyond. within the U.S., via the U.S., and 

### intermediatepoints to apoint 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

### orpoints in 

### md beyond the 

### U.S. Subject to all necessary regulatory approvals. deployment oflATCI 

### One Stop Check-In, and completion of necessary operational support arrangements, UA shall 

### display its UA designation code on selected flights, 

### operatedby 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 outlinedin Attachment lAo



### SN UA D. 

## Code Share Schedule Operations 

### The Carriers shall: A. 

### &tablish a dedicated flight 

### nlllDbecrange for 

### use by SN and 

### UA for use on Code 

### Share flights.



### 11 

### IREDACTED 

# IB. 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 of VA 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 Carrierwill be responsible to notify the 

### PNRowner.

SN UA


### E. 

### InterlineAccounting The Carriers shall establish all 

### necessary accounting procedures, in accordance with applicable lATA or ACH



### . guidifiries tOmciJitate settlement ofall VAISNinterline 

### transportation. including code share.

SN UA



### 12 IREDACTED

# I

IREDACTED 

# IAITACHMENIIA 

### 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 CustomerInquiries 

### 2.3 Inventory Maintenance 

### 2.3.1 InventoryControl 2.3.2 

### LinkSells 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



### 131.0 OVERVIEW The pwpose ofthis Attachment lA is to provide & method that

# shan 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 citypairs as setforth 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 orSN). 2.2 BookingtTicketingfCRS Fees 

### 2.2.1 Sell 

### The Caniers shall provide support for segment sell of the on-line connection by line numberfrom availability. The Canien shall provide support for the manual sell ofthe connection using either the code 

### share flight numberorthe base flight

### number. The Operating Carrier shall pay all CRS fees, regardleis oftheir 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 Carrier 

### shall 

### be respooS1ble for CRS foes at the level of participationofthe Marketing Carrier. In this connection, and unless a direct bill agreement is bilaterally agreed, the Marketing Carriec is 

### obligated to provide the Operating Carriereither 

### the CRS vendor's invoice or electronic support at the segmentor 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 Carrierdoes have the opportunity 

### to inquire about the calculationof

### fees and request additional supportfor 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 ofa 

### shared-code flight 

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

### and to 

### schedu1c dissemination services 

### suchas the 

### Official Airline Guide 

### (OAG).

142.2.3 Group Handling 

### Groups will be booked 

### as they are currentlybooked byeach

### 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 ofthe 

### 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 acceptthe 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 

### acceptedbythe 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 DOt 

### send a 

### 'CN' status 

### code to the 

### Operating Carrierto "request" 

### a code 

### share response. 

### The Operating Carriec shall notrefuse A

### guaranteed sell by

## seudina 'UC' or 

### 'US' status 

### to the Marketing 

### Carrier. To support sell the Operating Carrier 

### and the Marketing Carrier 

### shall useAVS 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 managementgroups ofboth Carriers shall agree 

### on the followini: Class of

### service and class of

# sernce equivalency

15

### 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 atstartup ofthe Code Share arrangement. 2.4 Through 

### Check In 

### [sectionunderUnited review to include API datacollection 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 offlight 

### 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 computerreservation systems. 2.5.2. PassengerRe-accommodarlon 

### R.e-accommodations shall be 

### worked through close coordination

### between the 

### reservations groups of the 

### two Cauiers. 

### Wetlease ofotherThird-PartyOperations 

### In the event 

### that 

### eitherCarrierammges for a codeshare flight to be 

### operated by 

### a third-party in the furm 

### of

### a wet 

### lease orotherwise as referenced in 

### Section 

### 6.D. of

### this 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 of

### the scheduled operation; Each Carrierwill 

### lnfonn its own passengers and decide, at its 

### solecosts on a course ofaction which may include fe-accommodatioo on a different 

### carrier with which a Carrierhas 

### a protection agreement. Ifthe 

### wotIoase becomes known 

### within 24 

### hours ofscheduled operation, the 

### Carrier8lT8Jlging for 

### the 

### third-party operation will ensure the 

### following amulgClllCnts and 

### any other 

### needed arrangements are made:

- any codesbare ticketedpassengers for the flight will be 

### infonned 

### thatthey can fly on 

### the third-party opet'lltOr

### orreceive arefund fur the 

### travel segment impacted.

- codesharepassengcr1 who 

### choose to 

### fly on 

### the third-party operated 

### flight will 

### have their tickets re

### issued 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

### CustomerRelations contact for

### any questions.



### - the Carrier arranging 

### tho third party 

### operation

### will periodically 

### update the otherCarrierofthe 

### situation 

### and duly 

### inform which

### code8hare passellgeI'8 

### were 

### reboolced on 

### the third-party operation.

16The 

### Callierarranging third-party operation will treat all

### passengers tegardless ofticketing callier and treat 

### codeshare passengers as theirown. 

### 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 Carrier shall establish accounting procedures in 

### accordance with 

### Attachment 1 paragraph E. Any 

### special prorates mustbe communicated to accounting to ensureproperbilling 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 

### ofcomputer 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.

17

## 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 ofthe 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 mustprevail as a guide for

### all parties

### to 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. 

### -AircraftAccident Any occurrence associated with the operation ofan aircraft, which takes place between the time the captain has 

### released the parking brake for pushbackor 

### taxi and has set the parking brake and all checklists are completed, in 

### which anyperson 

### 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 ofcontrol by force or violence, or 

### threat ofviolence. 

### and with wrongful intent ofan aircraft in

### aircommerce. -Red Alert The classification for a situation where a majorproblem exists that mayresult 

### in an accident as 

### de1ined above. Examples include a landing gear failure to extend, fire 

### in flight, orother aircraft damage that sha1Ilikely require outside agencies such as police, fire, 

### ambulances, and physicians to respond. Both Caniers agree to comply with the relevant 

### requirements ofgovernment agencies having jurisdiction in respectofanEmergency. Aircraft Accident, Hijacking or Red Alert. Appropriate UAL telephone numbers in 

### the event ofan emergency as described above: UAL 

### ShIftManager (24 

### Hours) (phone) (FAX) (SIT A Address) Appropriate 

### SN telephonenumbers in 

### the event ofanemergency 

### as described above: 

### SN ShJftManaler (24 hours) (Phone) (FAX) 

### (SIT A Address) IREDACTED 

# I

IREDACTED 

# I

Any

### change to 

### the aboverefemnced phone 

### numbers orcontacts 

### is to 

### be communicated to 

### the above 

### referenced 

### SITA

### addresses with a request fora confirming 

### telex backto 

### the originatorto acknowledge receipt.



### 18B. 

### EMERGENCY PLAN (1) The Caniers mutuaUy agree to subscribe to the rATA Standards and Recommended Practices for the Assistance ofSurvivonl and 

### Families of

### Passengers in the Aftennath ofan 

### Aircraft Accident orIncident. (2) In addition to the aforementionedprocedures. the Carriers shall meetand endeavor to 

### mutually agree on a detailed 

### emergency

### plan.

SN 

### UA

19 

### IREDACTEDI

### LIMITED EXCLUSIVITY WAlVER To the 

### BRUSSELS AlRLJNF-S

- UNITED AIRLINES 

### CODESHAREAND 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 Agreementcontains exclusivityprovisions which provide 

### in part 

### that it is 

### c:xclll$ive 

### to United 

### as it reJates 10 

### Brussels 

### Airlines participation 

### in code 

### sbaring widtanotheraircurierotherthan f



### And is exclusive 

### to SNas itrelates to 

### UA's participation 

### in code sbuiDg 

### with another 

### Carrierotherthan



### WHEREAS. Brussels Airlines desires for Unit¢(fto 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 

### exclusivityprovisiolU
.

### wbjectto 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 IREDACTED

IREDACTED ,) ! ! 

## i ! i
j. 

# . IREDACTEt

# I ; ,

# IREDACT~D 

# I !



## i 

# I

### 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 mayengage in 

### codeshare arrangements witht 

### IREDACTED

# I

IREDACTEDI



### 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 of Brussels Airlines and 

### UnitedAirlines will give**~ood** 

### faith consid«ation 

### to granting**~limired** 

### exclusivity waiver for codeshare



### ..coopeation 

### wil'"
5. Confidentiality 

### Except as required 

### bylaw, legal process, or

### in anyproceeding to 

### enforce the 

### provisiOI1:l ofthis Waiver, United and Brussels 

### Airlines shaJl notpublicize or disclose to 

### any thirdparty 

### the 

### torms orccnditions ofthis 

### Waiver 

### withoutthe 

### prior written consent ofrM otherparty. 6. Effect

### ofWaiyg Except

### as 

### cxprcs.sly

### setfOrth herein, 

### this WJiver

### shaU not 

### by implicalion or otherwise limit, 

### impair, C<lnstilute 

### a waivcrof, orotherwi&e affect therights and remedies of

### either United orBrussels Aidinca. and shall not 

### alter, 

### modify, amend or

### in any Qf&yaffect 

### the temu, coOditiolLS, obligations, covenants or agreements' aU 

### of

### which areratified 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'

2 

### IREDACFED 

# I

i 

## I ; i r I 

# I f

IREDA?TED

# I
l



# i 

# I

### specificallyrefem4 to

### /tere!!!.-

. 7. 

### Governing

## Law andJurisdiction This Waiver

### aM any**disput~** 

### arising underor in eonnection wilb 

### this Waiver. including any action in tort, shall be governed by 

### andconstrued in accordance with the laWi 

### ofthe slate of

### New York, 

### U.S.A. withoutregard to any 

### conflict of laws principles which may direct the application oflaws of lilyotherjurisdiction. Any 

### dispute concerning the validity, interpretation or application ofthis 

### Agreementorany amendment thereto orconcerning .oy rightor obligation based on or

### in relation to 

### such Agreement and which cannot bo resolved by

### the Partiet 

### within 90days 

### 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 

### timeorany respective resolution cl1lTent at the time ofreference to . arbitration, usiog. 

### single arbitratorjointlyselected 

### bythe 

### Parties. F.iling to do 

### so. such 

### arbitrator

### shall be <ksignated by

### the Secretary

### Genentl oflATA. 

### The atbitntion proceeding slWl be conducted.

### inEnglish. Notwithstanding the 

### foregoing either

### Party may seek injunctive action to preserve**th~** 

### status quo in 

### any court of competentjurisdiction and provided 

### however. that either

### party

### who is seeking to 

### name 

### the otherin defense ofa third party claim need not bring sucb action to arbitration. 

### 8,**enti~** 

### AUeement This

### Waiver'. ,:and 

### any amendments thereto contain 

### the complete, tinaI;ind 

### exclusive agreement 

### between the 

### parties hereto 

### with respect to 

### the subjectmatterhereof; and supernde 

### all 

### provious agreements and WldemandingS 

### with respect to 

### such sp(lCilic matter. This Waiver 

### will not

### be modified, 

### amended. orterminated 

### in any mannerexcept

### by an inslnlment in 

### writing, executed by the parries hereto, 

### 9. CounteJ:parts 

### This. Waivermay

### be execute in two ormore COlD1terparts. 

### each ofwhich shall constitute an original but aU ofwhich when taken togethershall constitute 

### butone contract.



### J IREDACTED 

# 1

IREDAC1ED
t 

# i ! 

### , 

## i

i i I 

## , 

# i I

# ! i 

# I 

# I

### 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



### 4 United Air Una, Joe.



### By: Mark Schwab Title; SVPAlliances, International & 

### ,eguJatoryAffilirs Date: 

# '/Z-l/IO



# t?**l-J.~** By; Graham Atkinson 

### TIde: PrcsidCDt, MilClige Plus Date: 

## I

# h 1.-ll b



# I
, I 

# I i

f 

### , 

# i



# ! j !