### BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D. C.

--------------------------------------------- Joint Application of : : AMERICAN AIRLINES, INC. : and : DOT-OST-2011- WESTJET, AN ALBERTA PARTNERSHIP : : under l4 CFR Part 2l2 for a statement of : of authorization (reciprocal codesharing) :

---------------------------------------------
JOINT APPLICATION OF AMERICAN AIRLINES, INC. AND WESTJET, AN ALBERTA PARTNERSHIP
Communications with respect to this document should be sent to: For WestJet : For American Airlines : SHAWN CHRISTENSEN VIRASB VAHIDI Vice President, Legal Services Senior Vice President - WestJet, An Alberta Partnership Marketing and Planning 22 Aerial Place NE and Chief Commercial Officer Calgary, Alberta American Airlines, Inc. CANADA T2E 3J1 P.O. Box 619616, MD 5634 DFW Airport, Texas 75261 TODD PETERSON Director of Alliances KENJI C. HASHIMOTO WestJet, An Alberta Partnership Vice President - 22 Aerial Place NE Strategic Alliances Calgary, Alberta American Airlines, Inc. CANADA T2E 3J1 P.O. Box 6l96l6, MD 5628 DFW Airport, Texas 75261 LORNE MACKENZIE Director, Regulatory Affairs WestJet, An Alberta Partnership 22 Aerial Place NE Calgary, Alberta CANADA T2E 3J1

### DON H. HAINBACH Garofalo Goerlich Hainbach PC WILLIAM K. RIS, JR. 1200 New Hampshire Ave., N.W. Senior Vice President - Suite 800 Government Affairs Washington, D.C. 20036 American Airlines, Inc. (202) 776-3970 ll0l l7th Street, N.W. dhainbach@ggh-airlaw.com Washington, D.C. 20036 Counsel for WestJet ROBERT A. WIRICK Director, Regulatory Affairs American Airlines, Inc. P.O. Box 619616 DFW Airport, Texas 75261 (817) 963-0394 robert.wirick@aa.com
CARL B. NELSON Associate General Counsel American Airlines, Inc. ll0l l7th Street, N.W. Suite 600 Washington, D.C. 20036 (202) 496-5647 carl.nelson@aa.com
February 28, 2011

### BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D. C.

--------------------------------------------- Joint Application of : : AMERICAN AIRLINES, INC. : and : DOT-OST-2011- WESTJET, An Alberta Partnership : : under l4 CFR Part 2l2 for a statement of : of authorization (reciprocal codesharing) :

---------------------------------------------
JOINT APPLICATION OF AMERICAN AIRLINES, INC. AND WESTJET, AN ALBERTA PARTNERSHIP
American Airlines, Inc. (and its affiliates AmericanEagle Airlines, Inc. and Executive Airlines, Inc. d/b/a American Eagle) and WestJet, An Alberta Partnership, hereby jointly apply for statements of authorization under 14 CFR Part 212 for American to display the AA* code on WestJet-operated flights and for WestJet to display the WS* code on American-operated flights. The American/WestJet codeshare agreement, which provides notice of the parties’ initial codeshare service in Annex B, is attached. We propose to implement codeshare service on March 27, 2011, or as soon as all required governmental licenses are obtained. More specifically, American and WestJet are seeking the following authority:

### - 2 -
(1) WestJet requests a statement of authorization under 14 CFR Part 212 to display American's AA* designator code in conjunction with foreign air transportation of persons, property, and mail on flights operated by WestJet between Canada and the United States, between points in Canada, and beyond to points in third countries. (2) American requests a statement of authorization under 14 CFR Part 212 to display WestJet’s WS* designator code in conjunction with foreign air transportation of persons, property, and mail on flights operated by American between the United States and Canada, between points in the United States, and beyond to points in third countries. American holds open skies U.S.-Canada certificate authority granted by Order 2007-4-2, April 3, 2007. WestJet holds open skies Canada-U.S. exemption authority most recently issued by Notice of Action Taken, DOT-OST-2001-11158, December 4, 2009. The requested authority is consistent with the open skies U.S.-Canada agreement, and with the public interest. See Statement of United States International Air Transportation Policy, 60 Fed. Reg. 21841, May 3, 1995. The services contemplated by American and WestJet will provide a more efficient use of capacity in the marketplace, and will help maximize the range of service options available to the public.

### - 3 -

Under the Department’s Notice in the Matter of Blanket Notification of Codeshare Service to Open-Skies Partners and Points, February 9, 2009, American and WestJet hereby provide blanket notification of their intent to engage in reciprocal codeshare services: Ź Between any point or points in the United States and any point or points in Canada (on a nonstop basis and intermediate routings via open-skies points)

ŹBetween U.S. points
ŹBetween Canadian points
ŹBeyond Canada to any open-skies point or points
ŹBeyond the United States to any open-skies points or points American and WestJet will notify the Department no later than 30 days before commencing codeshare services to or from non-open skies countries. American and WestJet will conduct their codeshare operations in compliance with 14 CFR Part 257 and other applicable rules and guidelines. In response to the Department's letter of June l, l995 to participants in the Civil Reserve Air Fleet Program, American states that the codeshare arrangement at issue will have no impact on American's CRAF commitments. American and WestJet request that blanket statements of authorization be granted for an indefinite period, consistent with the Department's precedent in other codeshare dockets.

### - 4 -

American’s compliance statement on WestJet’s IOSA codeshare safety audit has been presented to and approved by the Federal Aviation Administration. The FAA has rated Canada as a Category 1 country. American and WestJet request expedited consideration of this joint application so that the initial phase of AA/WS* and WS/AA* codeshare services may be implemented on March 27, 2011. American and WestJet will poll the parties named on the attached service list for non-objections, and will advise the Department of the results. Respectfully submitted,

DON H. HAINBACH CARL B. NELSON Garofalo Goerlich Hainbach PC Associate General Counsel American Airlines, Inc. Counsel for WestJet

February 28, 2011Execution Copy

AA-WS-Codeshare Agreement Final CODESHARE AGREEMENT

between

AMERICAN AIRLINES, INC.

and

WESTJET AIRLINES LTD.AA-WS-Codeshare Agreement Final TABLE OF CONTENTS


### 1. GENERAL ....................................................................................................................... ................. 1 2. DEFINITIONS ................................................................................................................... ............... 1 3. CODESHARE SERVICE ............................................................................................................. .... 2 4. IMPLEMENTATION AND EXPENSES ........................................................................................ 4 5. INVENTORY CONTROL AND PROCEDURES ........................................................................... 5 6. MARKETING AND PRODUCT DISPLAY.................................................................................... 6 7. TRAFFIC DOCUMENT ISSUANCE AND FINANCIAL SETTLEMENT ................................... 7 8. FACILITIES .................................................................................................................... ................. 8 9. TRAINING ...................................................................................................................... ................. 9 10. SECURITY ...................................................................................................................... ................. 9 11. SAFETY AND MAINTENANCE .................................................................................................... 9 12. FREE AND REDUCED RATE TRANSPORTATION ................................................................. 10 13. OTHER MARKETING PROGRAMS ........................................................................................... 10 14. TRADEMARKS AND CORPORATE IDENTIFICATION .......................................................... 10 15. REPRESENTATIONS AND WARRANTIES ............................................................................... 11 16. GOVERNMENTAL APPROVALS ............................................................................................... 13 17. TERM .......................................................................................................................... ................... 13 18. INDEMNIFICATION ............................................................................................................... ...... 15 19. INSURANCE ..................................................................................................................... ............. 17 20. TAXES ......................................................................................................................... ................... 18 21. JOINT MANAGEMENT COMMITTEE ....................................................................................... 19 22. FORCE MAJEURE ................................................................................................................. ....... 20 23. GOVERNING LAW AND DISPUTE RESOLUTION .................................................................. 20 24. COVENANT TO COMPLY WITH ALL LAWS .......................................................................... 21 25. PUBLICITY ..................................................................................................................... ............... 22 26. CONFIDENTIALITY ............................................................................................................... ...... 22 27. PRIVACY AND DATA PROTECTION ....................................................................................... 23 28. ASSIGNMENT .................................................................................................................... ........... 23 29. SEVERABILITY .................................................................................................................. .......... 24 30. NON-EXCLUSIVITY ............................................................................................................... ..... 24 31. FURTHER ASSURANCES ........................................................................................................... 24 32. MISCELLANEOUS ................................................................................................................. ...... 24 33. NOTICES ....................................................................................................................... ................. 25AA-WS-Codeshare Agreement Final CODESHARE AGREEMENT
This CODESHARE AGREEMENT (this " Agreement "), dated as of February 25, 2011, is between: AMERICAN AIRLINES, INC. , a corporation organized under the laws of the State of Delaware, United States of America, having its principal office at 4333 Amon Carter Boulevard, Fort Worth, Tex as 76155 United States of America (" American "), and
WESTJET , a general partnership formed under the laws of the Province of Alberta, having its headquarters at 22 Aerial Place N.E., Calgary, Alberta T2E 3J1, Canada (hereinafter, " WestJet "). In consideration of the mutual covenants and pr omises in this Agreement, American and WestJet hereby agree as follows:
1. GENERAL 1.1 The Parties agree that, except to the extent that they are inconsistent or conflict with this Agreement or the Interline Traffic Agreement entered into by the Parties, and as may be amended from time to time (the

“ WS-AA ITA ”), the Parties shall utilize accepted industry procedures and agreements relating to the interlining of passengers and baggage.
2. DEFINITIONS 2.1 Terms with their initial letter(s) capitalized shall have the mean ings ascribed to them in Annex A of this Agreement or where they are elsewhere defined herein (including the Annexes hereto). Such ascribed meanings shall be equally applicable to both the singular and plural forms of such terms. 2.2 Terms used but not defined in this Agreement have the meaning or meanings, where applicable, consistent with the WS-AA ITA. 2.3 Unless otherwise specified in this Agreement: (a) all references to "herein", "hereto", "hereof", "hereb y", and "here under" are references to this Agreement as a whole and not to any partic ular section, subsection, paragraph, sentence or clause of this Agreement; (b) words importing the plural include the singular and vice versa; (c) references to a person will be construed as including references to an individual, company, corporation, firm, consortium, joint venture, association, organization, unincorporated body of persons, trust, or any state or government or any instrumentality, agency or political sub-divisio n thereof or authority, board or body created or constituted thereby in each case, whether or not having separate legal personality; and (d) references to "including" or "include" means "incl uding but not limited to", "including without limitation" or "inclu de without limitation" respectively.2

AA-WS-Codeshare Agreement Final 2.4 All Schedules, Annexes, and Appendices to th is Agreement, as may be amended from time to time, are incorporated herein and made a part hereof for all purposes. 2.5 The headings in this Agreement have been inserted as a matter of convenience and do not define, limit or enlarge the scope of this Agreement or any of the provisions hereof.2.6 References to any statute, ordinance, enactment or order are deemed to include references to it as reenacted, amended, extended, consolidated or replaced an d include any orders, decrees, proclamations, regulations, instruments or other su bordinate legislation made under it.
3. CODESHARE SERVICE 3.1 The Parties will engage in codesharing on Codesh ared Flights and will co-o rdinate Codeshared Flights in accordance with the terms of this Agreement. 3.2 Detailed procedures for implementation and operation of this Agreement will be set forth in the Procedures Manual, which will be mutually agreedand prepared by the Parties in conjunction with this Agreement. The Procedures Manual, including an y amendments or supplements th ereto agreed in writing between the Parties from time to time, shall be in corporated by reference into and made a part of this Agreement; provided, however, that the terms of this Agreement shall prevail in the event of a conflict between a provision of this Agreem ent and any pr ovision(s) of th e Procedures Manual. 3.3 From time to time without formally amending this Agreement, the Parties shall mutually designate certain flights on which the Parties shall place their respective Codes (each, a " Codeshared Flight "), which may include flights operated by their Authorized Affiliates, serving the city-pairs (each city-pair, a

" Codeshared Route ") identified in writing by the Parties. The initial list of Codesh ared Routes is attached hereto as Annex B. 3.4 For each Codeshared Flight, the Operating Carrier shall provide to the Codeshared Passengers the same or better standard of customer service as it provides to its own passengers traveling in the same class of service on the same flight. Minimum customer servi ce standards, general passenger service procedures, and policies for the Codeshared Flights, including baggage services, are detailed in Annex C and the Procedures Manual. 3.5 Subject to Article 24, the Parties shall use comm ercially reasonable efforts to coordinate their service schedules to maximize the convenience, and minimize th e waiting time of passengers making connections between the Codeshared Flights and ot her flights operated by the Parties; provided, however, that neither Party is obligated to operate specific flights or service schedules and each Party retains the right to determine the service schedules of its own flights. 3.6 Subject to the terms of the Procedures Manual, the Parties may add Codeshared Flights, as may be mutually agreed, without formally ame nding this Agreement. 3.7 Either Party in its role as Marketing Carrier may at any time discontinue the placement of its designator Code on any number of flights of the Operatin g Carrier in its sole discretion and without formally amending this agreement. 3.8 In accordance with the Procedures Manual and with no less than thirty (30) days prior written notice, the Operating Carrier may specify a date on which the Mark eting Carrier’s Code shall be removed from any Codeshared Flight operated by the Operating Carrier (the “ Removal Date ”) and upon receipt of such notice (the “ Removal Notice ”), the Marketing Carrier agrees to: (i) immediately close and cease to sell anyinventory which will no longer be available following the Removal Date; and (ii) notify and reaccommodate any Codeshared Passengers who are scheduled to travel after the Removal Date on such Codeshared Flight.3

AA-WS-Codeshare Agreement Final 3.9 The Operating Carrier, in its sole discretion, may alter or discon tinue any route, flight number, equipment or schedule. In the ev ent of any alteration or di scontinuation, the Operating Carrier shall notify the Marketing Carrier as soon as reasonably possible and the Marketing Carrier shall cooperate in publishing the resulting changes to affected Codeshared Flights in th e Airline Guides, CRSs, Reservations Systems, and other sources of airline schedule information. 3.10 Except as otherwise provided inthe Procedures Manual, in th e event there is an y schedule irregularity affecting a Codeshared Flight or a cancellation of any Codeshared Flight, or in the event any Codeshared Passenger is denied boarding by the Operating Carrier withrespect to a Codeshared Flight, the Operating Carrier shall: (a) apply the same policies and procedures to the Codeshared Passengers as are applied to the Operating Carrier’s own passengers travelling on the same flight in the same class of service; (b) at its own cost and expense (except to the extent such irregularity, involuntary rerouting or denied boarding is caused by the Marketi ng Carrier), accommodate and/or pay denied boarding compensation or otherwise compensate Codeshared Passengers, in the same manner as its own passengers travelling on the sam e flight in the same class of service and subject to the provisions of the Procedures Manual and Applicable Law; and (c) notify the Marketing Carrier in accordance with the Procedures Manual. 3.11 Notwithstanding the conditions of carriage a pplicable for any passengers who are not Codeshared Passengers, the Conditions of Carriage of the Marketing Carrier, incl uding its limits of liability, shall govern the transportation of Codeshared Passengers on th e Codeshared Flights. The applicable Conditions of Carriage shall be communicated to the Codeshared Passengers to the extent and in the manner required by Applicable Law, rules and regulations. Notwithstanding anything in this Section 3.11, the liability of the Parties to each other with respect to passenger claims shall be governed by Articles 18 and 19. 3.12 The Operating Carrier shall notify the Marketing Carrier in writing as soon as commercially reasonable of any substitution of the operator of a Codeshared Flight with an operator other than the originally scheduled operator (the “ Substitution ”). Upon receipt of such written notification the Marketing Carrier may determine in its sole discretion if it will place its designator code on the flight(s) affected by the Substitution. 3.13 In the event that more th an 72 hours prior to the scheduled departure of a Codeshared Flight, the Operating Carrier notifies the Marketing Carrier of a Substitution, the Marketing Carrier agrees it shall notify the Codeshared Passengers of the Substitution in accordance with its policies and procedures and if the Codeshared Passenger elects not to be accommodated on the substituted carrier, the Marketing Carrier shall: (a) offer the affected Codeshared Passengers re-accommodation and if elected by the Codeshared Passenger re-accommodate the Co deshared Passenger at its own cost and expense; or (b) offer the Codeshared Passenger a refund, and if elected by the Codeshared Passenger provide such refund in accordance with its fare rules, conditions of carriage and applicable law at its own cost and expense. Notwithstanding the foregoing obligations of the Marketing Carrier, if at the time of check-in the Codeshared Passenger elects not to be accommodated on the subs tituted carrier, the Operating Carrier shall:4

AA-WS-Codeshare Agreement Final (a) offer the affected Codeshared Passengers re-accommodation and if elected by the Codeshared Passenger re-accommodate the Co deshared Passenger at its own cost and expense; or (b) offer the Codeshared Passenger a refund, and if elected by the Codeshared Passenger direct the Codeshared Passenger to the Marketing Carrier who shall provide such refund in accordance with its fare rules, conditions of carriage and applicable law at its own cost and expense. 3.14 In the event that less than 72 hours prior to the scheduled departure of a Codeshared Flight the Operating Carrier notifies the Marketing Carrier of a Substitution (the “ Late Substitution Notice ”), at the request of the Marketing Carrier the Operating Carrier shall notify Codeshared Passengers booked under the Marketing Carrier Code of the Substitution, provided th at in any event th e Operating Carrier shall notify the Codeshared Passengers of the Substitution not later than at flight check-in and shall: (a) offer the affected Codeshared Passengers re-accommodation and if elected by the Codeshared Passenger re-accommodate the Co deshared Passenger at its own cost and expense; or (b) offer the Codeshared Passenger a refund, and if elected by the Codeshared Passenger direct the Codeshared Passenger to the Marketing Carrier, which shall provide such refund in accordance with its fare rules, conditions of carriage and applicable law at the Operating Carrier’s cost and expense. Notwithstanding the foregoing oblig ations of the Operating Carrier, the Marketing Carrier may contact the Codeshared Passengers affected by the Late Operator Substitu tion and in accord ance with its policies and applicable law, offer re-accommodation or a refund. The Marketing Carrier shall be reimbursed by the Operating Carrier for any re-accommodation or re fund expenses resultin g from the Late Operator Substitution.
4. IMPLEMENTATION AND EXPENSES 4.1 Implementation of this Agreement shall be subject to the following co nditions precedent: (a) the execution of a Special Prorate Agreement and a Mutual Emergency Assistance Agreement, and mutual agreement on a Procedures Manual, each in a form and substance satisfactory to American and WestJet; (b) receipt by American and WestJet of all necessary Government Approvals as described in Article 16; (c) successful completion by each Party of the IATA Operational Safety Audit (IOSA) registration or renewal registration, or successful completion by either or both Parties of a codeshare audit in accordance with ICAO Annexes, DoD Quality & Safety Requirements, and the other Party’s intern al safety requirements based on standard industry practice; and (d) successful implementation and testing of codeshare (EDIFACT) and passenger processing automation. 4.2 Unless otherwise agreed to in writing or as specifically set forth under the terms of this Agreement or the Procedures Manual, each Party agrees it shall bear its own costs and expenses of performance under this Agreement, including, without li mitation, costs and expenses associated with all activities associated with this Agreement, including , but not limitedto, the following:5

AA-WS-Codeshare Agreement Final (a) the purchase or development of any systems to support the automation of procedures and settlement relating to the Codeshared Flig hts (e.g., PNR exchange, yield management, revenue accounting, etc.), including routine maintenance thereof; (b) roadside, exterior, check-in, concourse, gate and baggage service signage placed at airports and city ticket offices in locations served by the Codeshared Flights in order to facilitate travel on the Cod eshared Flights; and (c) the training of staff, marketi ng costs, and advertising costs. 4.3 Each Party shall retain all right, title and interest in systems, software, signage, equipment and facilities solely funded by it. 4.4 Ownership of jointly funded items shall be determi ned by the Parties in advance of each specific project. However, in the event that the Parties jointly fu nd items without first determining an allocation of ownership(s) and such items are related to the execution of this Agreement, the ownership of such items shall be allocated, subject to any bona fide interest(s) of a third party that is not an Affiliate of either Party, in accordance with the funding provided by each Party. In the event an Affiliate of either Party has a bona fide interest(s) in a jointly fund ed item, the Parties agree that such interest shall be deducted from the allocation of interest that would otherwise be granted to the Party that is affiliated with such Affiliate.
5. INVENTORY CONTROL AND PROCEDURES 5.1 The availability of Marketing Flights will be contro lled by standard AVS (availability status messaging) of the Operating Carrier. The Marketing Carrier will have access to the Operating Carrier's local inventory class availability through an automated computerized interface, which both Parties will maintain throughout the term of this Agreement, to expedite the sale of seat inventory on the Codeshared Flights. Detailed procedures for implementing and maintaining seat inventory access will be contained in the Procedures Manual. 5.2 The Parties will map inventory classes of the Mark eting Carrier to inventory classes of the Operating Carrier for the Codeshared Flights, in accordance with the Procedures Manua l. The Parties will endeavour to map the average coupon value of the Marketing Carrier's inventory classes to comparable classes of the Operating Carrier to provide similar access for bookings made by the Marketing Carrier for passengers yielding comparable revenue va lues; it being understood, how ever, that the Operating Carrier retains ultimate control over the openin g, closing and other managemen t of seat inventory availability on Codeshared Flights. Each Party shall use commercia lly reasonable efforts to provide equal inventory access to Codeshared Passengers in inventory classes where such passengers yield comparable revenues as the Operating Carrier's passengers. Detailed procedures fo r implementing and main taining inventory class maps will be contained in the Procedures Manual. 5.3 This Section 5.3 shall gov ern the published fares of the Marketing Carrier offered on Codeshared Flights as follows: (a) for Routes served by only one Party, or its Authorized Affiliates, fares and fare rules filed by the Marketing Carrier for codeshareditineraries will match those of the Operating Carrier; (b) for Routes served by both Parties or their Authorized Affiliates, the fares and fare rules filed by the Marketing Carrier will match either those filed for its own flights or those filed by the Operating Carrier; (c) for Routes where one Party, or its Autho rized Affiliates, offers non-stop service and the other Party, or its Authorized Affiliates, o ffers connecting service, the Marketing Carrier6

AA-WS-Codeshare Agreement Final on the non-stop service will match the fares and fare ru les filed by the Operating Carrier on the non-stop service ; (d) for Routes where the Marketing Carrier on a one-stop service also operates its own non-stop service, the Marketing Carrier will match either the fares and fare rules of the Operating Carrier on the one-stop service or apply the fares and fare rules of its own non-stop service; and (e) in the event of the Marketing Carrier's breach of Sections 5.3( a), (b), (c) or (d), the Operating Carrier shall have the right, in its sole discretion, after one day's prior written notice to the Marketing Carrier, to restrict or close the inventory access of the Marketing Carrier or remove the Code of the Marketing Carr ier from the flight(s) in question, or to temporarily remove its own Code from the flight(s) operated by the defaulting Party on the Routes where the breach occurred. (f) Nothing in this Agreement shall prev ent either Party from (i) in itiating and operating or removing its own service in any origin and destination city pair at any time; or (ii) offering any fare(s), discount(s) or rebate(s) of any kind for interlin e itineraries valid on airlines, other than American or WestJet, on any origin and destination city pair. 5.4 Each Party shall establish fares and rates independently, subject to the provisions of the applicable air transport agreements between the United States and Canada, on the one hand, and the governments of any country to which the Parties shall provide service pursu ant to this Agreement, onthe other hand.
6. MARKETING AND PRODUCT DISPLAY 6.1 The Codeshared Flights will be marketed and promoted by the Marketing Carrier under its Code. Each Party shall ensure that its respective adv ertising and promotions co mply with all Applicable Law. The Marketing Carrier shall comply with 14 C.F.R. Parts 257 and 258, and any other applicable rules regarding the disclosure and holding out of Co deshared Flights provided for herein in the jurisdiction where such rules apply. The Marketing Carrier shall disclose to the extent re quired by Applic able Law through industry-approved schedule and selling mechanisms (as defined inthe Procedures Manual), to consumers, travel agents and others selling the Codeshared Flights, as well as through any advertising, point-of-sale disclosures, and any other appropriate means, that each Codeshared Flight is a flight of and operated by the Operating Carrier or its Autho rized Affiliate. The foregoin g information shall be given in accordance with Applicable Law at the earliest reason able opportunity or in any event before a reservation is made. 6.2 The Marketing Carrier shall identify the Codesh ared Flights, in accordance with Applicable Law, in Airline Guides, CRSs, Reservations Systems and other sources of airline schedule information using the Marketing Carrier's Code. Any costs incurr ed for the publication of Marketing Flights or connections to and from such flights in Airline Guides, CRSs, Reservation Sy stems and other sources of airline schedule information shall be borne by the Marketing Carrier. Each Party shall include the Codes hared Flights in its Reservations Systems. 6.3 If the Marketing Carrier is not au thorized to offer air transport services in a particular local Codeshared Route, the Marketing Carrier shall file its standard schedule data for the Codeshared Flights on such Codeshared Route using the traffic restriction code "O" or "Y" (or any successor code), as appropriate, as defined in the IATA Standard Schedules Information Manu al, Appendix G, in order to suppress the display of the Marketing Carrier's Codeshared Flights on such local Codeshared Rout e(s) (i.e., the Marketing Carrier's Codeshared Flights on suchroute will be limited to passengers co nnecting online to another flight marketed and/or operated by the Marketing Carrier). 6.4 In the event either Party desires to exclusively advertise or promote the codeshare services or Codeshared Flights or Codeshared Routes(s) (a "Proposed Adver tisement"), prior to the release of the Proposed Advertisement it shall: (i) notify the other Party, in writ ing, that it seeks to advertise or promote the7

AA-WS-Codeshare Agreement Final codeshare services or any Codeshared Flights or any C odeshared Route(s); and (ii) offer the other Party the opportunity to enter into a separate agreement which will, if agreed to by the other Party, define the terms and conditions of the joint advertising or promotion. 6.5 Upon receipt of a notification delivered pursuant to Section 6.4, the receiving Party shall have ten (10) Business Days to deliver a written respon se to the other Party indicating wh ether it will participate in the Proposed Advertisement and if the receiving Party declines to participate in the Proposed Advertisement or fails to deliver a written response withi n ten (10) Business Days, the Party wh ich delivered the original notice pursuant to Section 6.4 shall be entitled to proceed with the Proposed Advertisement unilaterally. 6.6 Regardless of whether any advertisement or promoti on is conducted exclusively by one Party or jointly, the Parties agree that any Proposed Advertisemen t shall: (i) identify both Parties; (ii) identify the Operating Carrier of any specific CodesharedFlight; and (iii) comply with Applicable Law. The responsibility for compliance with subsections (i), (ii) and (iii) of this Section 6.6 shall be with the Party conducting the Proposed Advertisement and with both Parties in the event of a joint advertisement or promotion. 6.7 Each Party may use its own flight number in referenci ng the Codeshared Flights provided that only the Operating Carrier's flight number shall be used in actualflight operations (e.g., air traffic control).
7. TRAFFIC DOCUMENT ISSUANCE AND FINANCIAL SETTLEMENT 7.1 Passenger traffic documents for use on the Codeshared Fl ights may be issued by either Party, or by third parties with whom the Parties from time to time have interline traffic agreements. 7.2 All Marketing Carrier Flight Coupons honored on Code shared Flights shall be uplifted by the Operating Carrier, which is responsible for processing and billing of such documents in accordance with the following considerations: (a) the Operating Carrier shall bill uplifted coupons directly to the Ticketing Carrier using the procedures established in Ann ex E of this Agreement until such time as WestJet is a participant in settlement transactions through the IATA Clearing House or Airlines Clearing House, and the Parties agree that at such time as WestJet participates in either clearing house’s services, settlement of ob ligations between WestJet and American shall be completed using the normal interline settlement process of the IATA Clearing House or Airlines Clearing House, as applicable (or sh all be completed using the inter-clearance facilities which exist between the IATA Cleari ng House and Airlines Clearing House), unless agreed otherwise between the Parties in writing; (b) subject to Section 7.2(c) and 7.2(d), Marketing Carr ier Flight Coupons shall be treated for proration and billing purposes as if th ey showed the Operating Carrier's designator Code in the Carrier Code Box of the Marketing Carrier Flight Coupons. Such Marketing Carrier Flight Coupons will be prorated and billed according to the Special Prorate Agreement between the Operating Carrier and the Ticketing Carrier, or, in the absence ofan applicable Special Prorate Agreement, in accordance with the IATA Prorate ManualPassenger (“ IATA PMP ”), as applicable; (c) if the Operating Carrier does not have an interline traffic agreement with a Ticketing Carrier that issued a Marketing Carrier Ticket, and is unable to obtain satisfactory settlement, the Operating Carrier may bill such coupon to the Marketing Carrier as an exceptional item (i.e., via correspondence) and suchcoupons shall be valued for billing and proration purposes according to the IATA PMP; (d) if the Operating Carrier has an interlin e traffic agreement with a Ticketing Carrier that issued a Marketing Carrier Ticket but is unable to obtain satisfactory settlement, the8

AA-WS-Codeshare Agreement Final Marketing Carrier shall assist the Operating Carrier in settling su ch account but shall not be liable for any losses incurred due to an unsatisfactory settlement. 7.3 For Codeshared Flights, the Operating Carrier shall on a monthly basis determine the gross prorated value (as determined in accordance with Section 7.2) of Marketing Carrier F light Coupons uplifted by it during the month to be settled and calculate the commission (the " Codeshare Commission ") by multiplying such coupon values by the applicable commi ssion percentages set forth in Annex E. The Operating Carrier shall credit the account of the Marketing Carrier for the aggregate Codeshare Commission on the applicable invoice or through eith er the IATA Clearing House or Airline Clearing House or as otherwise mutually agreed by the Parties, as applicable. The Operating Carrier shall provide supporting data to the Marketing Carrier no later than thirty (30) days after the end of the clearance month (e.g., if the Operating Carrier were to issue an October 2011 clearance month debit to the Marketing Carrier on November 23, 2011, then supporting data should be provided to the Mark eting Carrier by November 30, 2011). The Marketing Carrier shall be entitled to review and, if appropriate, dispute, via pro cedures specified in the IATA Revenue Accounting Manual (“ IATA RAM ”), the Operating Carrier's calculation of the Codeshare Commission; provided, however, the Operating Carrier must receive written notice of such dispute in accordance with such procedures within six (6) months from the relevant clearance month. Any resulting payments will be processed directly between the Partie s or through either the IATA Clearing House or Airline Clearing House, or as otherwise mutually agreed by the Parties, as applicable. 7.4 The Ticketing Carrier, whether it be the Marketing Carrier or the Operating Carrier shall receive the Interline Service Charge and/or Ticket Handling Fee as provid ed in the WS-AA ITA. Inthe event the Ticketing Carrier is a third party, the Ticketing Carrier shall receive the Interline Service Charge and/or Ticket Handling Fee as agreed between the Operating Carrier and such third party. 7.5 To support interline billing bythe Operating Carrier to third-p arties and involuntary rerouting and refunding of Marketing Carrier Tickets by the Operating Carrier, the Mark eting Carrier hereby waives endorsement requirements for the Operating Carrier withrespect to all Marketing Carrier Flight Coupons, including: (i) all Marketing Carrier Flight Coupons for use on Codesha red Flights operated by WestJet between the United States and Canada, or within Canada, issued on American-AA (001) ticket stock, or on other ticket stock, but naming American in the Carrier Code Box, and (ii) all Marketing Carrier Flight Coupons for use on Codeshared Flights operated by American within the Un ited States, or within the Americas (i.e., North America, South America, Central America and the Caribbean), issued on WestJet (838) ticket stock, or on other ticket stock, but naming WestJet in the Carrier Code Box. Unless otherwise agreed in writing by the Parties, su ch waiver shall be effective thirty (30) days before the Implementation Date, and shall remain in effect for ninety (90) days after the Termination Date of this Agreement to facilitate the re-accommodation of any Codeshared Passengers ticketed for travel after the Termination Date. 7.6 Differences that may appear after the billing process has been completed sh all be rectified by written correspondence or a meeting between the Parties. 7.7 No less than 14 days prior to the Implemen tation Date, the Marketing Carrier will file with ATPCO a TCN Codeshare Agreement, in which the Marketing Carrier will provide the range of its Marketing Flight numbers. The Marketing Carrier will be responsible, th roughout the term of th e Codeshare Agreement, for updating its Marketing Flight numbers with ATPCO.
8. FACILITIES 8.1 The Parties acknowledge the importance of maintaining functional and accurate signs identifying the Operating Carrier and the Marketing Carrier, as appropriate, to facilitate passeng er convenience and to avoid passenger confusion at airp orts served by the Codeshared Flight s. The Parties shall cooperate on the placement of such signs, subject to the approval of the relevant airport authority or other lessors.9

AA-WS-Codeshare Agreement Final 9. TRAINING 9.1 Except as otherwise agreed, each Party shall provide or arrange, at its own cost and expense, all initial and recurring training of its personnel to facilitate the Code shared Flights and operations at airports served by the Codeshared Flights, including rese rvations and ticket offices, and other points of contact between the Parties and the public. This training shall incl ude passenger service, reservatio ns and sales activities, and in-flight service involv ing the Codeshared Flights, all as more fully described in the Procedures Manual. 9.2 The Parties shall share any training materials (except trade secrets an d legal advice) devel oped to support the Codeshared Flights, andthe Parties agree that any disclosure pursuant to this Section 9.2 shall be on a confidential basis and sub ject to Article 25 and all training materials exchanged shall remain the property of the Party that originally developed such materials, and such Party shall retain all intellectual property or similar rights to any such training materials.
10. SECURITY 10.1 With respect to the Codeshared Flights, the Parties shall cooperate in matters of security procedures, requirements, and oblig ations at all airports served bythe Codeshared Flights. 10.2 The Operating Carrier reserves the ri ght to apply the provisions of its own security programs to the carriage of all passengers, baggage and cargo on board the Co deshared Flights, including Codeshared Passengers and their respective baggage, provided that such security programs shall, at a minimum, comply with the standards set forth by the relevant Competent Au thorities, with the understand ing that safety and security are of the utmost importance to both carriers. Such pr ovisions may include any a pplicable procedures used for the physical screening of passengers, baggage or cargo, interviewing of passengers, and/or selective loading of baggage or cargo. 10.3 The checking of the travel documents of each Codeshared Passenger and the handling of Codeshared Passengers who are Inadmissible Passengers (as such term is defined in IATA Resolution 701 , as modified, supplemented or amended from time to ti me) shall be done in accordance with the procedures outlined in the Procedures Manual. 10.4 All penalties, fines financial levies, sanctions and costs, including the costs of repatriation of the passenger in question imposed by a court or government departmen t having jurisdiction over a Party, arising out of or in connection with the refusal by the appropriate authorities at a place where the Operating Carrier intended to disembark a passenger, will be borne by the Operating Carrier that delivers the passenger on the international segment of the itinerary.
11. SAFETY AND MAINTENANCE 11.1 The Operating Carrier has sole operational control of the aircraft and final au thority and responsibility concerning the operation and safety of the aircraft an d its passengers, including Codeshared Passengers. The Operating Carrier shall employ the same high standards of safety, se curity and loss prevention policies on the Codeshared Flights as on its own flights. Emergency support shall, at a minimum, be in accordance with the mutually agreed Mutual Emergen cy Assistance Agreement in force between the Parties. 11.2 The Operating Carrier shall have sole responsibility for the maintenance of its leased and owned aircraft, and for all other equipment used in connection with the operation of Codeshared Flights. Maintenance of such aircraft and equipment must, at a minimum, comply with the standards imposed by the relevant Competent Authorities. 11.3 The Marketing Carrier shall have the right, at its own cost, to conduct a reasonable safety and/or maintenance review of the Operating Carrier's operati ons, manuals, and procedures reasonably related to the Codeshared Flights (the " Marketing Carrier Reviews "), at such intervals as the Marketing Carrier shall reasonably request, but inany event not more than once annually. The Marketing Carrier Reviews10

AA-WS-Codeshare Agreement Final shall be coordinated with the Operating Carrier so as to avoid disruptions to the Operating Carrier's operations. Such reviews will be limited to areas that reasonably relate to the Operating Carrier's safety standards and obligations unde r this Agreement. NOTWITHSTANDING THE FOREGOING, THE MARKETING CARRIER DOES NOT UNDERTAKE ANY RESPONSIBILITY OR ASSUME ANY LIABILITY FOR ANY ASPECT OF THE OPERAT ING CARRIER'S OPERATIONS, NOR SHALL THE OPERATING CARRIER BE ENTITLED TO ASSERT ANY RESPONSIBILITY OR ASSUMPTION OF LIABILITY ON THE PART OF THE MARKETING CARRIER FOR THE OPERATING CARRIER'S OPERATIONS.
12. FREE AND REDUCED RATE TRANSPORTATION 12.1 Unless otherwise provided by relevant agreements between the Operating Carrier and other parties, including the Marketing Carrier, neither the Marketing Carrier, nor the Operating Carrier, nor any third party, shall be entitled to ticket indus try non-revenue or discounted (i.e., agency discount, industry discount, etc.) travel on the Marketing Flights, and the Operating Carrier shall not honor any Marketing Carrier Flight Coupons for such indu stry non-revenue or discounted trav el, except at the Operating Carrier's expense. 12.2 Neither Party is precluded from enterin g into private fare(s), discount(s) , rebate(s), gifts, prizes, or any similar program resulting in a reduced or free fare(s ), provided that th e Marketing Carrier and the Operating Carrier settle on the undiscounted fare in accordance with this Agreem ent, unless mutually agreed otherwise between the Parties in writing.
13. OTHER MARKETING PROGRAMS 13.1 Until such time as Frequent Flyer Participating Agreem ents have been implemented between the Parties, the Parties hereto acknowledge th at Marketing Carrier frequent flyer cred its will be issued by the Marketing Carrier to the members of its frequent flyer program for revenue travel on Codeshared Flights and such issuance shall be solely in accordance with the terms and conditions governing the Marketing Carrier’s frequent flyer program. Both Parties agree th at the Operating Carrier shall not be required to make any payment to the Marketing Carrier as a result of the Marketing Carrier issuing frequent flyer credits to the members of its frequent flyer program for the Marketing Flights, or fo r the purpose of funding any Marketing Carrier issued frequent flyer credits other th an the payment of the Supplemental Commission as set forth in Annex E of this Agreement. The Parties further acknowledge that all other terms and conditions in respect of each Party’s participa tion in the other Party’s frequent flyer program, if any, shall be set out in a separate agreement, the Frequent Flyer Participating Agreement.
14. TRADEMARKS AND CORPORATE IDENTIFICATION 14.1 Neither Party hereto shall use any of the oth er Party's or such other Party's respective Affiliates' names, logos, logotype, insignia, service marks, trademarks, trade names, copy rights, corporate goodwill or other proprietary intellectual property, including without limitation the names "American Airlines, Inc.", "American Airlines", "American", "American Eagle", "AAdvantage", "WestJet Airlines Ltd.", "WestJet", "WestJet Dollars", "WestJet Vacations", or in any marketing, advertising or promotional collateral, including without limitation credit card and telecom solicitations, except where each specific use has been approved in advance by the other Party. When such approval is gr anted, the Party shall comply with any and all conditions that the other Party may impose to pr otect the use of any of that other Party's names, logos, logotype, insignia, service marks, trademarks, trade names, copy rights, corporate goodwill or other proprietary intellectual property. 14.2 Except as expressly pr ovided herein, no right, pr operty, license, permission or interest of any kind in the use of any name, logo, logotype, insignia, service mark, trademark, trade name, copyright, corporate goodwill or other proprietary in tellectual property owned by eith er Party or its respective Affiliates is intended to be given to or acquired by the other Pa rty, its agents, servants or other employees by the execution or performance of this Agreement.11

AA-WS-Codeshare Agreement Final 14.3 Each of WestJet and American acknowledges for all purposes that any and all logos, trademarks, service marks, and trade names of the other, whether registered or not, are and shall at all times remain the exclusive property of the other Party, and may not be us ed without the prior written consent of such other Party, except as set forth herein. Each of WestJet and American further acknowledges that any goodwill or other rights that arise as a result of the use by it of the other Party's marks, as permitted under this Agreement, shall accrue solely to the benefit of the Party owning such marks, whether registered or not. Should any right, title or interest in th e logos, trademarks, service marks or trade names of a Party become vested in the other Party, the latter Party shall hold suchright, title and interest in trust for the benefit of the former Party and shall, at the request of the former Party, promptly and unconditionally assign such right, title and interest to the former Party without royalties or compen sation of any kind. Each of WestJet and American hereby grants to the other, a non-exclusive, non-transferable, royalty-free license for the term of this Agreement to use their respective service marks ("WestJet" for WestJet Airlines Ltd. and "American Airlines" for American, each a "Licensed Trademark"), subject to the terms and conditions set forth in this Section 14.3. This license is limitedto the use of the Licensed Trade marks in connection with the advertising and promotion of the Codeshared Flights c ontemplated by this Agreement or the Frequent Flyer Participating Carrier Agreement, if any, as well as for the purposes of each Party communicating to Codeshared Passengers information co ncerning the Codeshared Flights. 14.4 Each Party agrees to use the Licensed Trademarks only in a manner approved in advance and in writing by the Party owning such Licensed Trademarks. Each Licensed Trademark shall be marked with an ® or SM or other symbol, as appropriate, and reference a legend indicating that "WestJet is a service mark of WestJet Airlines Ltd." or "American Airlines is a service mark of American Airlines, Inc.", as the case may be, or similar words to that effect, which may also include a specific statement that the trademark(s) are being used under license. 14.5 Each Party agrees that all advertising and promotional materials bearing the Licensed Trademarks in relation to air transportation services contemplated by this Agreemen t shall meet the quality and presentation standards as set forth by the Party owning the relevant Licensed Trademark. 14.6 Each Party has sole discretion to determine the acceptability of both the quality and presentation of advertising and promotional materials using its Licensed Trademark. 14.7 Each Party is responsible fo r providing to its own authorized agents and airport locations the agreed promotional materials bearing the Licensed Trademarks.
15. REPRESENTATIONS AND WARRANTIES 15.1 American hereby represents and warrants to WestJet as follows: (a) it is a duly incorporated and validly existing corporation, in good standing under the laws of the State of Delaware; is an air carrier duly au thorized to act as such by the government of the United States, and it has the requisite corporate po wer and authority to enter into and perform its ob ligations under this Agreement; (b) this Agreement has been duly authorized by all necessary corporate action, duly executed and delivered by it, and, assuming due authorizatio n, execution, and delivery by the other Party hereto, this Agreement constitutes its leg al, valid, and bi nding obligation, enforceable against it in accordance with its terms, except to the extent that enforceability may be limited or modified by the effect of bankr uptcy, insolvency or other similar laws affecting creditors' rights genera lly, and the application of gen eral principles of equity and public policy; (c) the execution, delivery or performance by itof this Agreement, shall not: (i) contravene, conflict with or cause a default under (A) any Applicable Law, rule or regulation binding on it, or (B) any provision of its Charter, Certificate of Incorporation, Bylaws or other12

AA-WS-Codeshare Agreement Final documents of corporate governance; or (ii) contravene, or cause a breach or violation of, any agreement or instrument to which it is a party or by which it is bound , except where such conflict, contravention or breach woul d not have a material adverse effect on it and its Affiliates, or on the operations of it or its Affiliates, taken as a whole, or on its ability to perform this Agreement; (d) the execution, delivery and performance by it of this Agreement do not require the consent or approval of, or the giving of not ice to, the registration with, the recording or filing of any documents with, or the taking of any other action in respect of, any Competent Authority, any trustee or holder of any of its indebtedness or obligations, any stockholder or any other Person or entity, other than the Governmental Approvals (to be obtained by it, as indicated inAnnex F), except where failure to obtain or take such action would not have a material adverse effect on it or a material adverse effect on the transactions contemplated in this Agreement; and (e) each of the foregoing representations and warranties shall survive the execution and delivery of this Agreement. 15.2 WestJet hereby represents and warrants to American as follows: (a) it is a general partnership duly formed and validly existing under the laws of the Province of Alberta, Canada and has the power and authorityto carry on its business as it is being conducted and is the holder of all necessary air transportation licences required in connection with this Agreement; (b) this Agreement has been duly authorized by all necessary action, duly executed and delivered by it, and, assuming due authorization, execution, and delivery by the other Party hereto, this Agreement constitutes its leg al, valid, and bi nding obligation, enforceable against it in accordance with its terms, except to the extent that enforceability may be limited or modified by the effect of bankr uptcy, insolvency or other similar laws affecting creditors' rights genera lly, and the application of gen eral principles of equity and public policy; (c) the execution, delivery or performance by itof this Agreement, shall not: (i) contravene, conflict with or cause a default under (A) any Applicable Law, rule or regulation binding on it, or (B) any provision of the partnershi p agreement or other documents of governing the partnership; or (ii) contravene, or cause a breach or violation of, any agreement or instrument to which it is a party or by which it is bound, except where such conflict, contravention or breach would not have a material adverse effect on it and its Affiliates, or on the operations of it or its Affiliates, taken as a whole, or on its ability to perform this Agreement; (d) the execution, delivery and performance by it of this Agreement do not require the consent or approval of, or the giving of not ice to, the registration with, the recording or filing of any documents with, or the taking of any other action in respect of, any Competent Authority, any tru stee or holder of any of its indebtedness or obligations or any other Person or entity, other than the G overnmental Approvals (to be obtained by it, as indicated in Annex F), except where failure to obtain or take such action would not have a material adverse effect on it or a material adverse effect on the transactions contemplated in this Agreement; and (e) each of the foregoing representations and warranties shall survive the execution and delivery of this Agreement.13

AA-WS-Codeshare Agreement Final 16 GOVERNMENTAL APPROVALS 16.1 The Codeshared Flights shall not commence until all required Governmental Approvals are received. Each Party shall use all commercially reasonable efforts to obtain those Go vernmental Approv als for which it has been allocated responsibility under Annex F, and any other Governmental Approvals that may hereafter be identified. 16.2 If the Governmental Approvals are obtained with respect to some but not all of the Codeshared Routes listed in Annex B, the Partie s shall proceed under this Agreement solely with respect to the approved Codeshared Routes, and the Parties shall thereafter conti nue to endeavor to obtainapproval of the remaining city-pair markets. 16.3 If the Parties obtain none of the Governmental Ap provals required for the Codeshared Routes listed in Annex B within three hundred sixty five (365) days of the Effective Date, or if all of such Governmental Approvals are given with substantial unfavorable restrictions or conditions (each Party to determine in its sole discretion the reasonableness of such restrictions or co nditions), the Parties shall negotiate in good faith to find an equitable solution to enable the commencement of some or all of the Codeshared Route(s). If a solution cannot be formulated within ninety (90) days following commencement of such negotiations, either Party may terminate this Agreemen t upon thirty (30) days' prior written notice to the other Party and without liability to the other Party. 16.4 Each Party shall immediately provide the other Party with copies of any correspondence or notices it receives from any Competent Authority with respect to the Codeshared Routes, Codeshared Flights or this Agreement, including with respect to the airworthiness of the aircraft used for the Codeshared Flights or noncompliance by the Operating Carrier with operational, training or sa fety rules and procedures.
17 TERM 17.1 This Agreement shall become effective on the date first written above (" Effective Date ") and shall remain in effect until terminated pursuant to Article 16 (Governmental Approval), Section 17.2 (Termination Events), Article 22 (Force Majeure) or Article 29 (Severability). Implemen tation of this Agreement shall be on the Implementation Date. 17.2 In addition to any other termination rights provi ded herein, this Agreement ma y be terminated as follows: (a) at any time by mutual writtenconsent of the Parties hereto; (b) by either Party in its sole discretion at any ti me after the five (5) year anniversary of the Effective Date by either Party upon providing at least one hundred eighty (180) days' prior written notice to the other Party; (c) by the non-breaching Party upon the breach of a material term, covenant, representation or warranty of this Agreement (oth er than a breach of a payment obligation under Article 7 of this Agreement or the failure to otherwise pay any sums due pursuant to this Agreement), including a failure to comply with any material obligations and procedures set forth in the Procedures Manual, provided that the non-breaching Party provides the breaching Party prior written notice describ ing the alleged breach with as much particularity as reasonably practicab le. Termination under th is Section 17.2(c) shall not be effective if the breaching Party corrects such breach within thirty (30) days following receipt of such notice. If such breach cannot be corrected within thirty (30) days following receipt of such notice, and the breaching Party so advises the non-breaching Party, the non-breaching Party, in its sole discretion, may give the breaching Party an additional period of time not to exceed thirty (30) days to correct the breach, provided that the breaching Party has taken action reasonably contemplated to correct such breach following receipt of the notice;14

AA-WS-Codeshare Agreement Final (d) by the non-breaching Party upon the breac h of a payment obligation under Article 7 of this Agreement or the failure to otherwise pay any sums due to the non-breaching Party pursuant to this Agreement by the breaching Party, after the non-b reaching Party provides the breaching Party at least fifteen (15) days' prior written notice describing, with as much particularity as practical, the alleged breach, and the breaching Party does not, within ten (10) days following receipt of such notice, correct such breach, however, termination under this Section 17.2(d) shall not be effective if the non-payment is the result of a dispute being disputed in accordance with the terms of this Agreement; (e) at any time by either Party upon written notice if the other Party (i) makes an assignment for the benefit of creditors; (ii) suspends the paym ent of or admits in writing its inability to pay, or generally fails to pay, its debts as they become due; (iii) has suspended (as declared by a clearing house) its transactions with banks and/or other financial institutions or proposes or commences a moratori um upon or extension or composition of its debts; (iv) has issued against it any writ, execution, process or abstract of judgment that may have a material adverse effect on it and that is not dismissed, satisfied or stayed within sixty (60) days; or (v) files a petiti on for bankruptcy, composition, corporate reorganization, corporate liqui dation, arrangement or special liquidation proceedings; or (vi) ceases all or a substantial part of its operations (other th an due to Force Majeure as defined in Article 22); or (f) by either Party upon ninety (90) days' prior written notice following receipt by such Party of written notice from the other Party (i) that such other Party has merged or consolidated with or into any other Person or entity, except where the security holders of such Party immediately after the merger or consolidation (as m easured on the day immediately prior to the effective date of such merger or consolid ation) continue to own over eighty percent (80%) of its voting securities and, if the Party he reto is not the surviving entity, the surviving entity assumes all of the obligations and resp onsibilities of the Party under this Agreement; (ii) that such other Party has sold or otherwise transferred all or substantially all of its assets to any other Person or entit y; (iii) that such other Party has had twenty percent (20%) or more of its voting securities acquired, directly or indirectly, by a third-party (or third-parties acting as a grou p) in one or a series of transaction and, as a result, such third-party (or group) has the right to direct the management and policies of the Party, or (iv) that more than fifty pe rcent (50%) of its voting securities are owned at any time by a Person, entity or group th at held fifty percent (50%) or less immediately prior to such time of determination. Each Party undertakes to promptly notify the other in writing of an occurrence of an y of the events specifiedin this Section 17.2(f). (g) Throughout the Term, either Party has the right to suspend performance of this Agreement immediately by giving written notice to the other Party inthe event that it has reason to suspect or believe or in the event that: (i) either Party or an Authorized Affiliate has suffered a Significant Event; or (ii) the other Party or its Authorized Affiliate has received from any relevant Competent Authority notice that it has failed to comply with applicable safety or security requirements; or (iii) the United States Department of Transportation (DOT), the United States Department of Defense (DOD) or the Unit ed States Department of Homeland Security (DHS), or the counterpart authorities in Canada, ha s ordered in writing or orally that the Marketing Carrier' s Code be removed from Codeshared Flights or Codeshared Routes operated by th e Operating Carrier for any reason whatsoever; or15

AA-WS-Codeshare Agreement Final (iv) the civil aviation authority of Can ada or the United States, as applicable, does not provide safety oversight of its air carrier operators in accordance with the minimum safety oversight standards established by the International Civil Aviation Organization (ICAO), which results in Canada receiving a rating of Category 2 from the Federal Aviation Administration (FAA), or the United States receiving an equivalent rating from counterpart authorities in Canada, respectively. If a Party suspends this Agreement pursuant to this Section 17.2(g), as soon as the reason for the suspension no longer exists it shall notify the other Party and this Agreement will recommence within thirty (30) days after the date of notice under the same terms and conditions, or under amended terms and conditions in accordance with Article 31. If a Party suspends this Agreemen t pursuant to this Section 17.2(g), and if the reason for the suspension continues for more than sixty (60) days, either Party may immediately terminate this agreement by giving written notice to the other Party. If this Agreement is suspended or terminated pursuant to this Secti on 17.2(g), Sections 17.3 through 17.4 shall apply. 17.3 Subject to Section 17.4, in the event of termination of this Agreem ent the Marketing Carrier shall, in its sole discretion, unless termination is pursuant Section 17.2(f) or Annex C, take all reasonable actions to confirm and preserve reservations on th e Operating Carrier for passengers scheduled to be traveling on Marketing Carrier Tickets and, as applicable, endorse or otherwise modify or reissue such tickets to permit use on the Operating Carrier. The Operating Carrier shall accept passengers traveling on such tickets as if such reservations had been booked through the Operatin g Carrier using ordinary interline procedures but giving effect to the revenue settlement metho dology provided for in Article 7 of this Agreement. 17.4 In the event that this Agreement is terminated by the Operating Carrier pursuant to Section 17.2(d) or 17.2(e), the Operating Carrier, in its sole discretion, may decline any or all passengers scheduled to be traveling on Marketing Carrier Tickets. The Marketing Carrier shall be solely resp onsible for transferring the reservations of such passengers to other carriers or making other alternative arrangements.
18. INDEMNIFICATION 18.1 Without prejudice to any other written agreement or arrangement of either Party to indemnify the other Party, the Party that is the Operating Carrier (or wh ose Authorized Affiliate is the Operating Carrier) shall indemnify, defend, and hold harmless the Mark eting Carrier and its Affiliates and their respective directors, officers, employees and agents (each individually, or all collectively a, " Marketing Carrier Indemnified Party ") from and against any and all Damages arising out of, caused by, or occurring in connection with (or alleged to arise out of, be caused by, oroccurring in connection with) any of the following: (a) the death of or injury to or delay of pers ons, or delay or loss of or damage to property (including aircraft, equipment , baggage, mail or cargo) occurring while such persons or property are under the control or in the custody of, or being transported by, the Operating Carrier (including, for the avoidance of do ubt, Damages arising out of the death of or injury to Codeshared Passengers traveling on Marketing Carrier Tickets irrespective of conditions or liability limits that apply or may purport to apply); (b) the death of or injury to, or loss or dama ge to property of, third parties not carried on board the aircraft operated by the Operating Carrier but occurring in connection with the operations of the Operating Carrier associated with its performance under this Agreement; (c) negligent acts or negligent omissions of the Operating Carrier relatedto its obligations under this Agreement, other than Damages to the extent addressed in Section 18.1(a) or (b) or Section 18.2(a) or (b);16

AA-WS-Codeshare Agreement Final (d) the Operating Carrier's breach of any of its representations or warranties set forth in Article 15 of this Agreement; or (e) infringement of a third-party's intellectual property or similar rights by the Operating Carrier's logos, trademarks, service marks or trade names. PROVIDED THAT, the Operating Carrier shall not be requi red to indemnify any Marketing Carrier Indemnified Party for any liability arising fro m the Marketing Carrier Indemnified Party's wilful misconduct. THE OPERATING CARRIER UNDERSTANDS AN D ACKNOWLEDGES THAT UNDER THE CIRCUMSTANCES ADDRESSED BY SECTIONS 18.1(a) AND 18.1(b), IT WILL BE REQUIRED TO INDEMNIFY A MARKETING CARRIER INDEMNIFIED PARTY AGAINST DAMAGES ARISING FROM SUCH MA RKETING CARRIER INDEMNIFIED PARTY'S OWN NEGLIGENCE (BUT NOT WILLFUL MISCONDUCT). 18.2 Subject to the indemnities provided in Section 18.1(a), and without prej udice to any other written agreement or arrangement of either Party to inde mnify the other Party, the Party that is the Marketing Carrier (or whose Affiliate is the Marketing Carrier) shall indemnify, defend, and hold harmless the Operating Carrier and its Affiliates and their respective directors, officers, employees, and agents (each individually an, or collectively the, " Operating Carrier Indemnified Party ") from and against any and all Damages arising out of, caused by, or occurring in connection with (or alleged to arise out of, be caused by, or occurring in connection with) any of the following: (a) the death of or injury to or delay of pers ons, or delay or loss of or damage to property (including aircraft, equipment , baggage, mail or cargo) occurring while such persons or property are under the control or in the custody of, or being transported by, the Operating Carrier, but only to the extent caused by the wilful misc onduct of the Marketing Carrier; (b) the death of or injury to, or loss or dama ge to property of, third parties not carried on board the aircraft operated by the Operating Carrier but occurring in connection with the operations of the Operating Carrier associated with its performance under this Agreement, but only to the ex tent caused by the wilful misconduct of the Marketing Carrier; (c) negligent acts or negligent omissions of the Marketing Carrier th at are related to its obligations under this Agreement, other than Damages to the extent addressed in Section 18.1(a) or (b) or Section 18.2(a) or (b); (d) passenger claims based on the Marketing Carri er's failure to properly issue, deliver and complete transportation documentation in accordance with the provisions of the standard IATA or other applicable ticketing procedures, in cluding, without limitation, the failure to put a proper notice of the limits of liability under the Warsaw Convention, as amended, or the Montreal Convention of 1999, as amended, on such documentation (it being understood that in ticketing Codeshared Passengers, the Marketing Carrier is entitled to apply the limits of liab ility provided for in its own Conditions of Carriage); provided, however, that the Marketing Carrier shall only be liable under this Section 18.2(d) for that portion of any Damages th at is in excess of the Damages against which the Operating Carrier would have been required to indemnify the Marketing Carrier under Section 18.1(a) if the Marketing Carrier had properly complied with all IATA ticketing procedures; (e) the Marketing Carrier's breach of its representations or warranties set forth in Article 15 of this Agreement; or (f) infringement of a third-party's intellectu al property or similar rights by the Marketing Carrier's logos, trademarks, service marks or trade names.17

AA-WS-Codeshare Agreement Final 18.3 A Party (the " Indemnified Party ") that believes it is entitled to indemnification from the other Party (the

" Indemnifying Party ") pursuant to the terms of this Agreement with respect to a claim for Damages (i.e., a third-party claim) shall provide the Ind emnifying Party with written notice (an " Indemnification Notice ") of such claim (provided, however, that the failure to give such notice shall not relieve the Indemnifying Party of its obligations hereund er except to the ex tent that such failure is ma terially prejudicial to the Indemnifying Party), and the Indemnifying Party shall be obligated and entitled, at its own cost and expense and by its own legal advisors, to control the defens e of or to settle any such third party claim. The Indemnifying Party shall have the right to elect to settle any such claim for monetary Damages only, subject to the consent of the Indemnified Party; provided , however, if the Indemnified Party fails to give such consent to a settlement that has been agreed upon by the Indemnifying Party and the claimant in question within twenty (20) days of being requestedto do so, the Indemn ified Party shall assume the defense of such claim or demand and regardless of th e outcome of such matter, the Indemnifying Party's liability hereunder shall be limited to the amount of any such proposed settlement. If the Indemnifying Party fails to take any action against the third party claim that is the s ubject of an Indemnification Notice within thirty (30) days of receiving such Indemnification Notice, or otherwise contests its obligation to indemnify the Indemnified Party in conn ection therewith, the Indemnified Pa rty may, upon providing prior written notice to, but without th e further consent of, the Indemn ifying Party settle or defend against such third-party claim for the account, and at the expense, of the Indemnifying Party. Except as set forth in this Section 18.3, the Indemnified Party shall not enter into any settlement or other compromise or consent to a judgment with respect to a third-party claim to wh ich the Indemnifying Party has an indemnity obligation without the prior written consent of the Indemnifying Party. 18.4 Each Indemnified Party shall have the right, but not the duty, to participat e in the defense of any claim with attorneys of its own choosing and at its own cost, without relieving the In demnifying Party of any obligations hereunder. In addition, even if the In demnifying Party assumes the defense of a claim, the Indemnified Party shall have the right to assume contro l of the defense of any claim from the Indemnifying Party at any time, and to elect to settle or defend against such claim; prov ided, however, the Indemnifying Party shall have no indemnification obligations with respect to such claim except for the costs and expenses of the Indemnified Party (other th an attorneys' fees incurred in participating in the defense of such claim) incurred prior to the assumption of the defens e of the claim by th e Indemnified Party. 18.5 Each Party further agrees to indemnify, defend and hold harmless the other Party from and against any and all Taxes (as defined in Annex A), or assessments, as the case may be, levied upon or advanced by the Indemnified Party, but that ulti mately the Indemnifying Party would be responsible for paying, which resulted from any transaction or activity contemplated by this Agreement. 18.6 The rights and obligations of the Parties under this Article 18 shall survive the Termination Date or expiration of this Agreement.
19 INSURANCE 19.1 The Operating Carrier shall procure andmaintain for the benefit of th e Marketing Carrier during the term of this Agreement with insurance carriers of known financial responsibility, in surance of the type and in the amounts listed below: (a) Third party legal liability insuran ce in respect of all operations, including but not limited to aircraft (owned and non-owned) liability (including risk s hijacking and allied perils), passenger and crew baggage and personal effects, funeral and repat riation expenses (including crew), all reasonable expenses arising out of the Family Assistance Act (United States) and/or similar regulations applying elsewhere in the world, cargo, mail, hangarkeepers, compreh ensive general liability, or its equivalent including premises, products, completed operations, liquor law liability, and contractual liability. This insurance must be primary without right of contribution from any insurance carried by the Marketing Carrier to the ex tent of the indemnity sp ecified in Section 18.1, and shall (i) name the Marketing Carrier and the Marketing Carrier Indemnified Parties as additional insureds to the extent of the protections afforded the Mark eting Carrier under18

AA-WS-Codeshare Agreement Final the indemnity specified in Section 18.1, (ii) c ontain a severability of interest clause and a breach of warranty clause infavor of the Marketing Carrier, (iii) specifically insure the Operating Carrier's indemnification obligations unde r this Agreement to the full extent of the coverage provided by the Operating Carrier' s policy or policies, and (iv) contain a provision stating that the Operating Carrier's policy or policies are automatically amended to comply with the laws and regul ations of any local, federal, or other governmental authority havi ng jurisdiction over aircraft operated by the Operating Carrier. (b) The Operating Carrier shall maintain a combine d single limit of liability of not less than USD $1,000,000,000 per any one occurrence fo r each aircraft, includi ng bodily injury, death, personal injury, property dama ge, passenger (including Codeshared Passengers and other revenue and non-revenue passengers) legal liability and war and allied perils combined, over all coverages and in the aggregate as applicable, but (i) personal injury limited to USD $25,000,000 per offense and in the annual aggregate except with respect to passengers (including Codeshared Pass engers and other revenue and non-revenue passengers), and (ii) war and allied perils may be subject to an annual aggregate limit. (c) Hull all risk insurance, including war risk, and such policy shall include a waiver of subrogation in favor of the Marketing Carrier to the extent of the indemnity specified in Section 18.1. (d) Worker's compensation and employer's liab ility insurance, or such other similar or equivalent insurance carried outside of the United States, in accordance with statutory limits. 19.2 The Operating Carrier shall provid e the Marketing Carrier with certificates of insurance evidencing such coverage no less than thirty (30) days prior to the commencement of the first Codeshared Flight, and thereafter within five (5) Business Days of the date of any renewal of such coverage. The certificates must indicate that the above coverage shall not be cancelled or materially altered without thirty (30) days advance written notice to the Marketing Carrier and th at the Marketing Carrier shall be notified of any expiration or renewal of such coverage. The notice period in respect of war and allied perils coverage shall be seven (7) days or such lesser period as is or may be available in accordance with the policy providing such coverage.
20. TAXES 20.1 Subject to Section 20.4, each Party shall be responsible for any net or gross income or franchise taxes (or Taxes of a similar nature) on the revenues or income or any measure thereof wh ich is attributable to it in connection with the sale of air transportation pursuan t to this Agreement. 20.2 The Party that acts as the Ticketing Carrier in respect of any particular transaction shall collect, except as otherwise prohibited by law, all Ticket Taxes relating to tickets soldor travel documents issued by it with respect to air transport pursuant to this Agreement. The Parties hereby agree as follows: (a) The Ticketing Carrier shall collect, report and rem it to the taxa tion authorities any non-interlineable Ticket Tax es levied in connection with sales of the Codeshared Flights. (b) The Ticketing Carrier shall collect any interlineab le Ticket Taxes lev ied in connection with the sales of the Codes hared Flights. If the Tick eting Carrier is the Marketing Carrier or a third-party, th e Operating Carrier shall report and issue a debit invoice directly to the Ticketing Carrier or through either the IA TA Clearing House or Airline Clearing House, as applicable, for any interlineable Ticket Taxes levied in connectionwith the sales of the Codeshared Flights. The Operating Carrier shall remit to taxation authorities all such interlineable Ticket Taxes.19

AA-WS-Codeshare Agreement Final (c) The Operating Carrier may bill the Ticketing Carrier for any Ticket Taxes due or payable on or measured by passenger enplanement and payable or remittable by the Operating Carrier or the Marketing Carrier in accordance with industry guide lines outlined in the IATA Revenue Accounting Manual (IATA-RAM). (d) If the Ticketing Carrier is a third-party, the Marketing Carrier shall use commercially reasonable efforts to cause such third-party to implemen t the foregoing provisions. 20.3 Notwithstanding the provisions of Section 20.2, if the Ticketing Carrier is prohibited by law from collecting certain Ticket Taxes in the country where tickets are sold or where travel documents are issued, then the Ticketing Carrier is relieved only from collecting such Ticket Taxes so prohi bited by law and shall notify the Operating Carrier within th irty (30) days of the enactment of su ch laws which Ticket Taxes it is prohibited from collecting and render reasonable assistance to the Operating Carrier so that procedures can be implemented to collect such Ticket Taxes from the passenger. 20.4 Both Parties acknowledge that the tax laws of the countries in wh ich they may operate in connection with the Codeshared Flights may require withholding of Taxes on certai n of the payments that either of the Parties or their agents (the " Payor ") may be required to pay to the other Party (the " Payee "), under this Agreement. It is agreed that payments to the Payee shall be exclusive of such wi thholding, provided however, that the Payor shall info rm the Payee in writing with at least forty five (45) days' advance notice of its intent to withhold the Taxes and the legal basi s for such withholding. The Payor shall inform the Payee: (a) within fifteen (15) days of receipt by the Payor of any directives that may be given to the Payor by such taxation authority; and (b) within fifteen (15) days of payment by th e Payor to the relevant taxation authority the amounts withheld by Payor. 20.5 For U.S. income tax purposes, WestJet shall annuallyand timely furnish American, a valid, completed and duly executed U.S. Federal Form W8IMYor such other forms as the U.S. Internal Revenue Service may require from time to time, so that American may report any relevant transactions arising under this Agreement and, if applicable, substantiate an exemption from any obligation on American's part with respect to any income tax withholding or repo rting obligations on payments made to WestJet. In the event the Payor is required to withhold taxes under the pr ocedures of Section 20.4, the Payor shall provide to the Payee within thirty (30) days of su ch withholding a tax receipt and copies of any support for the payment as may be necessary to support a claim by the Payee of a foreign tax credit under Applicable Laws. 20.6 If either Party receives notice from any taxation authority with respect to any assessment or potential assessment or imposition of any Tax (collectively, an " Assessment ") relating to this Agreement, that the other Party may be responsible for paying, directly or ind irectly, the Party so notified sh all inform the other Party in writing within ten (10) days of receipt of such notice. If the Party receiving such notice from a taxation authority is or will be requ ired to pay any Assessment for which the other Party is ultimately responsible, it shall be entitled to be indemnified against such Assessment in accordance with Section 18.5. The Indemnifying Party shall have the option to defend or contest such Assessment in accordance with the procedures set forth in Article 18.
21. JOINT MANAGEMENT COMMITTEE 21.1 Coincident with the execution of this Agreemen t, American and WestJet will create a joint management committee (the " Committee "). American and WestJet will each designate two (2) representatives to the Committee and each will have the right to replace its designees at any time upon prior written notice to the other Party. The Committee will endeavor to meet at least annually (in personor by telephone) at a mutually agreed time and location and will meet at su ch additional times as it determines appropriate for the performance of its responsibilities or as reasonably requested by either Party. Each meeting will be20

AA-WS-Codeshare Agreement Final conducted in accordance with an agenda to be determined as described below. Either Party may place an item on the agenda of any meeting of the Committee. 21.2 The Committee will oversee the management of the transactions and relationships contemplated in this Agreement, and, in that capacity, will revi ew the planning and implementation of the codeshare services of American and WestJet, and their respective Authorized Affiliates. The Committee will, among other tasks, monitor customer service quality, review syste m development, monitor performan ce of Codeshared Flights, review marketing approach and techniques, mon itor shared use of facilities, review frequent flyer arrangements, and monitor all other aspects of the im plementation, operation, and compliance with this Agreement and the Frequent Flyer Participating Agreements. The Committee will consider ways to improve the performance and efficiency of the codeshare services to reduce costs and to increase the benefits afforded to American and WestJet by th is Agreement. The Committee will also actively consider, and endeavor to develop, opportunities for expanding the scope of the relationship between the Parties and their respective Affiliates. Areas for further cooperation may include, but are not limited to, ground handling, joint purchasing of fuel and other items, facilities conso lidation, maintenance, insurance, and the provision of management services and systems byAmerican and/or WestJet and their respective Affiliates. The Committee will resolve any differences between the Parties on a fair and amicable basis. In performing its responsibilities, the Committee will be mindful of, and will co mply with, all laws and regulations applicable to American and WestJet, including, without limitation, laws and regulations governing competition between American and WestJet.
22. FORCE MAJEURE 22.1 Except with respect to the perform ance of payment, confi dentiality, and indemnity obligations, which shall be unconditional under th is Agreement, except to the ex tent that any of the forego ing obligations may be delayed in accordance with the terms contained in th e remainder of this Agreement, neither Party shall be liable for delays in or failure to perfo rm under this Agreement to the exten t that such delay or failure is not caused by or is not the result of that Party’s lack of reasonable diligence and is cau sed by any act of God, war, act of terrorism, natural disaster, strike, lockout, labor dispute, work stoppage, fire, serious accident, epidemic or quarantine restriction, act of government or any other cause, whether similar or dissimilar, beyond the reasonable control of that Party (an " Excusable Delay "). If an Excusable Delay continues for thirty (30) days or longer, the non -delayed Party shall have the right , at its option, to terminate this Agreement by giving the delayed Part y at least thirty (30) days' prior written notice.
23. GOVERNING LAW AND DISPUTE RESOLUTION 23.1 This Agreement shall in all respects be governed by and construed in accordance with the laws of the State of New York (without regard to its conflict of laws principles) including all matters of construction, validity and performance. 23.2 Except as otherwise expressly provi ded in Section 26.3, any controversy , dispute, differ ence, disagreement or claim between American and WestJet arising under or relating to this Agreement (a " Dispute "), including any question concerning the validity, term ination, interpretation, performance, operation, enforcement or breach of this Agreement, must first be referred by either Party to, and for resolution by, the Committee. If the Committee is un able to resolve the Dispute within thirty (30) days after the Dispute is referred to it, unless extended by mutual consent of th e Parties, the Dispute must then be referred by both Parties for resolution by the resp ective Vice Presidents – Alliances of the Parties. If the Vice Presidents are unable to resolve the Dispute within fifteen (15) days after the Dispute is referred to them, unless such time period is extended by mutual consent of the Parties, the Dispute must then be referred by both Parties for resolution by the respective Chief Executiv e Officers of the Parties. The resp ective Chief Executive Officers of the Parties shall attempt to resolv e such Dispute with in an additional th irty (30) days after the Dispute is referred to them, unless such time period is extended by mutu al consent of the Parties. It will be sufficient for the purposes of referrals under this Section 23.2 that a Party send notice of the Dispute to one of its own members of the Committee. its own Vice President – Alliances or its Chief Executive Officer, as the case may be, with a copy to the other Party.21

AA-WS-Codeshare Agreement Final 23.3 Any Disputes not reso lved after referral to the Committee and subsequently to the Vice Presidents - Alliances and Chief Executive Officers of the Parties as required in Section 23.2, may then be referred to arbitration as provided inthis Section 23.3. Any Disputes submitted for arbitration, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the " Rules ") by a panel of arbitrators appointed in accordance with such Rules. Th e arbitration panel shall consist of three (3) arbitrators who are knowledgeable about the legal, marketing, and other business aspects of the airline industry, and fluent in the English language. The arbitration may be conducte d by only one (1) arbitrator if WestJet and American agree in advance of the arbitration on a mutually acceptable individual. The arbitration proceedings shall take place in New York, New York, and shall be conducted in the English language. 23.4 Each Party irrevocably submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any State Court sitti ng in New York, for purposes of enforcing any arbitral award or for other legal proceedings arising out of this Agreement or any transactions contemplated in this Agreement. Each Party, to the fullest extent it may effectively do so under substantive governing law applicable to this Agreement, also irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court and any objection that it may have as to venue or inco nvenient forum in respect of claims or actions brought in such court. 23.5 American irrevocably designates, appoints, authorizes and empowers as its agent for service of process the Secretary of State of the State of New York or C.T. Corporation System at its offices presently located at 111 Eighth Avenue, New York, NY 10011, to receive and acknowledge on behalf of American any process, notices, or other documents that may be served inany suit, action, or proceeding of the nature referred to in Section 23.4 in any State or Federal court sitting in New York. American has empowered C.T. Corporation System as its agent for service of process by the granting of power of attorney and such designation and appointment will continue unless and until notice is given. WestJet irrevocably designates, appoints, authorizes and empowers itself for service of process at its offices presently located at 22 Aerial Place N.E. Calgary, Alberta T2E 3J1 to receive and acknowledge any process, notices, or other documents that may be served in any suit, acti on, or proceeding of the nature referred to in Section 23.4 in any State or Federal court sitting in New York. Nothing in this Section 23.5 affects the right of any Party to serve process in any manner permitted by law, or limits any right that any Party may have to bring proceedings against the other Party in the cou rts of any jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. 23.6 WestJet and American each acknowledge that the transactions contemplated in this Agreement involve commercial activity carried on in th e United States of America and Canada. To the extent that either Party or any of its property is or becomes entitled at any time to any immunity on the grounds of sovereignty or otherwise, including under the Foreign Sovereign Imm unities Act of 1976 of the United States of America or the State Immunity Act of Canada, from any legal action, suit, arbitration proceeding or other proceeding, from set off or counter claim, from the jurisdiction of any court of competen t jurisdiction, from service of process, from attachment prior to judgment or after j udgment, from attachment in aid of execution or levy or ex ecution resulting from a decree or judgment, from judgment or from jurisdiction, that Party for itself and its property does hereby irrevocably and unconditionally waive all rights to, and agrees not to plead or claim any suchimmunity with respect to its oblig ations, liabilities or any other matter arising out of or in connection with this Agreement or its subject matter. The foregoing waiver and agreement is not subject to withdrawal in any jurisdiction.
24. COVENANT TO COMPLY WITH ALL LAWS 24.1 In performing its obligations under this Agreement, each Party shall, at its own cost and expense, fully comply with, and have all licenses under, all applicable federal, state, provincial and local laws, rules and regulations of the United States, Canada and all third countries in cluding rules and regulations promulgated by the U.S. National Transportation Safety Boar d, U.S. Department of Transportation, U.S. Federal Aviation Administration, the U.S. Department of Defense, the U.S. Department of Homeland Security and the respective counterpart agencies in Canada. Each Party furthe r agrees to participate in (i) the Advance Passenger Information System (" APIS ") program whereby the Operating Carrier will, upon request, supply22

AA-WS-Codeshare Agreement Final the U.S. Bureau of Custom s and Border Protection (" CBP ") with the required passenger manifest data from its flight(s) inbound to and ou tbound from the United States at the time of departure; (ii) the U.S. Department of Homeland Security (" DHS ") Electronic System for Travel Authorization (" ESTA "), and (iii) the DHS Secure Flight program. 24.2 If either Party has notice that a provision of this Agreement is contrary to any Applicable Laws or governmental regulations, that Party shall immediately notify the other Party in writing, such notice to include a description of the perceived violati on of regulation and supporting written materials that facilitate the other Party's investigation of such perceived violation.
25. PUBLICITY 25.1 Except as required by Applicable Law, neither Party may issue any written press release concerning this Agreement without the prior written con sent of the other Party, which consent shall not be unreasonably withheld or delayed.
26. CONFIDENTIALITY 26.1 Except as necessary to obtain any Government Approval s or as otherwise provided below, each Party shall, and shall ensure that its di rectors, officers, employees, Affiliates, and professional advisors (collectively, the " Representatives "), at all times, maintain strict confidence and secrecy in respect of all Confidential Information of the other Party (including the Confidential Information of the other Party’s Affiliates) received directly or indirectly as a result of this Agreement. If a Party (the " Disclosing Party ") is requested to disclose any Co nfidential Information of the other Party (the " Affected Party ") under the terms of a subpoena or order issued by a court or g overnmental body, it shall (a) notify the Affected Party immediately of the existence, terms, and circumstances surrounding such request, (b) consult with the Affected Party on the advisab ility of taking legally ava ilable steps to resist or narrow such request, and (c) if any disclosure of Confidential Informatio n is required to prevent the Disclo sing Party from being held in contempt or subject to other legal pena lty, furnish only such portion of the Confidential Information as it is legally compelled to disclose and use commercially reasonable efforts to obtain an order or other reliable assurance that confidential treatment shall be accorded to the disclosed Confidential Information. Each Party agrees to transmit Confidential Information only to such of its Represen tatives as required for the purpose of implementing and administering this Ag reement, and shall inform such Represen tatives of the confidential nature of th e Confidential Information and instruct such Representatives to treat such Confidential Information in a manne r consistent with this Section 26.1. 26.2 Within ninety (90) days after the termination of this Agreement, each Party shall, either deliver to the other Party or destroy all copies of the other Party's Confid ential Information in its possession or the possession of any of its Representatives (including, without lim itation, any reports, memoranda or other materials prepared by such Party or at its direction) and purge all copies encoded or stored on magnetic or other electronic media or processors, unless and only to the extent that the Confid ential Information is necessary for the continued administrati on and operation of such Party's programs or is reasonably necessary in connection with the resolution of any dispute between the Parties. 26.3 Each Party acknowledges and agrees that in the event of any breach of this Article 26, the Affected Party shall be irreparably and immediately harmed and co uld not be made whole by monetary Damages. Accordingly, it is agreed th at, in addition to any other remedy at law or in equity, the Affected Party shall be entitled to an injunction or injunctions (without the posting of any bond and without proof of actual Damages) to prevent breaches or threat ened breaches of this Article 26 and/or to compel specific performance of this Article 26. 26.4 The confidentiality oblig ations of the Parties under this Article 26 sh all survive the Termination Date or expiration of this Agreement for a period of five (5) years.23

AA-WS-Codeshare Agreement Final 27. PRIVACY AND DATA PROTECTION 27.1 For the purposes of Article 27, “ Codeshared Passenger Data ” means any information (including interim, processed, compiled, summarized, aggregated, or derivative versions of such information that may exist in hard copy or in any system) relating to CodesharedPassengers or bookings for Codeshared Passengers on Codeshared Flights, includ ing but not limited to (i) information th at identifies or can be used to identify, contact, or locate a person to whom such information pertains, or from which identification or contact information of an individual person can be deri ved, (ii) PNR data for Codeshared Passengers on Codeshared Flights, and (iii) sales and volume data for Codeshared Passengers. Without limiting the generality of the foregoing, Codeshared Passenger Data includes, but is not limited to: Codeshared Passengers’ name, address, phone nu mber, fax number, email address, social security number or other government-issued identifier, andcredit card information. The Parties agree that they will comply with all applicable data protection and privacy legislation (“ Data Protection Laws ”) in the performance of their obligations under this Ag reement and in connection with their collection, storag e, use and disclosure of Codeshared Passenger Data. In particular, the Parties agree as follows: (a) As between the Parties, all right, title and interest in Codeshared Passenger Data collected shall be jointly owned by the Parties. (b) Each Party will take reasonable steps to protect Codeshared Passenger Data in its possession from unauthorized use, access, disclosure, alteration or destruction (“ Data Safeguards ”). Such Data Safeguards shall include access controls, encryption or other means, where appropriate, and shall be no less rigorous thanthe most stringent of (i) best practices in the airline transportation and related services industry, and (ii) reasonable security procedures and practices appropriate to the nature of the Codeshared Passenger Data. Each Party shall also give reasonable consideration to the other Party’s recommendations for Data Safeguards. For the avoidance of doubt, Data Safeguards include compliance with VISA, MasterCard and any other applicable credit card network bylaws and operating regulations, including without limitation, Payment Card Industry (“ PCI ”) Data Security Standard regulations, VISA Cardholder Information Security Program (" CISP ") regulations and MasterCard Site Data Protection (" SDP ") regulations, as amended from time to time, and US and Canadian federal, state and provincial, as applicable, laws and regulati ons relating to credit card processing. Without limiting or affecting either Party’s rights under this Agreem ent, in the event a Party discovers or is notified of a breach or potential breach of their Data Safeguards or any Data Protection Laws, or any other unauthorized use or disc losure of Codeshared Passenger Data, such Party shall promptly notify the other Party of such breach or potential breach and if the applicable Codeshared Passenger Data was in the possession of such Party or its contractor at the time of such breach or potential breach, such Party shall promptly (1) investigate and remediate the effects of the breach or potential breach, and (2) provide the other Party with assurance satisfactory to the other Party that such breach or potential breach will not recur. (c) The Parties agree to reasonably cooperate with each other regarding disclosures and statements made on their websites and via their other sales channels to ensure that such disclosures and statements reflect the Parties’ respective data collection, storage, use and disclosure practices in relation to Codeshared Passenger Data. 28. ASSIGNMENT 28.1 Neither Party may assign or otherwise convey any of its rights under this Agreement, or delegate or subcontract any of its duties hereunde r, without the prior written consen t of the other Party; provided however, that each of American and WestJet may assign, subcontract or delegate any of its rights, duties or obligations under this Ag reement to any of its Affiliates provided that such assignment and/or delegation shall not relieve American or WestJet of any of its obligations under this Agreement.24

AA-WS-Codeshare Agreement Final 29. SEVERABILITY 29.1 If any provision of this Agreement is or becomes illegal, invalid or unenforceable under the law of any jurisdiction, such provision shall be severed from this Agreement in the jurisdiction in question and shall not affect the legality, validity or enforceability of the remaining provisions of this Agreement nor the legality, validity or the enforceability of such provision under th e law of any other jurisdiction; unless, in the reasonable opinion of either Party, any such severance affects the commercial basis of this Agreement, in which case the Party shall so inform the other Party and the Parties shall negotiate in good faith to agree upon modification of this Agreement so as to maintain the balan ce of the commercial interests of the Parties. If, however, such negotiations are not successfully concluded within ninety (90) days from the date a Party has informed the other that the commercial basis has been affected, either Party may terminate this Agreement by giving at least thirty (30) days' prior written notice to the other Party.
30. NON-EXCLUSIVITY 30.1 This Agreement is non-exclusi ve and does not preclude either Party from entering into or maintaining marketing relationships, including codesharing, with other airlines. 30.2 For further clarity, not hing in this Agreement confers any right on either Party to restrict the other Party’s ability: (a) to maintain or change rates, fares, tariffs, serv ices, distribution and marketing methods, competitive strategies or similar matters; (b) to engage in vigorous and full competition with each other or other entities; and (c) to do business, or choose not to do business, with other entities.
31. FURTHER ASSURANCES 31.1 Each Party shall perform such further acts and execute and deliver such further instruments and documents at such Party's cost and expense as may be required by Applicable Law, rules or regulations or as may be reasonably requested by the other to carry out and effectuate the purposes of this Agreement. 31.2 If and to the extent the transactions or activities c ontemplated by this Agreement require the cooperation or participation of an Affiliate that is not a party hereto, then its Parent Carrier shall cau se such Affiliate to cooperate or participate in such transaction or activity. Without limiting the generality of the foregoing, if such Affiliate operates as an Operating Carrier in connection with this Agreement and is not a party to a separate codesharing agreement or addendum hereto wi th respect to such operations, its Parent Carrier shall cause it to comply with all obligati ons imposed on an Operati ng Carrier hereunder as if such Affiliate were a party hereto. The Parent Carrier shall be jointly an d severally obligated and liable with such Affiliate for all such obligations, including, without limitation, the indemnity an d insurance requirements of this Agreement. In addition, the Parent Carrier shall cause such Affiliate to perform such acts and execute and deliver such further instruments and documents as may reasonably be required by the other Party to provide for such cooperation and participation, including, without limitation, execution of an addendum providing for such Affiliate to become a party to this Agreement.
32. MISCELLANEOUS 32.1 This Agreement contains the entire agreement between the Parties relating to its subject matter, and supersedes any prior understandings or agreements between the Parties regar ding the same subject matter. This Agreement may not be amended or modified except in writing sign ed by a duly authorized Representative of each Party.25

AA-WS-Codeshare Agreement Final 32.2 The relationship of the Parties hereunder shall be that of independent c ontractors. Neith er Party is intended to have, nor shall either Party represent to any other Personthat it has, any power, right or authority to bind the other, or to assume, or create, any ob ligation or responsibility, express or implied, on behalf of the other Party (or such other Party’s Affiliates), except as expressly requ ired by this Agreement or as otherwise permitted in writing. Nothing in this Agreement shall be construe d to create between the Parties and/or the Parties' Representatives any partnership, joint vent ure, employment relationship, franchise or agency (except that the Operating Carrier shall have supervis ory control over all passengers during any Codeshared Flight, including any employees, agents or contractors of the Marketing Carrier who are on board any such Codeshared Flight). 32.3 All rights, remedies and obligations of the Parties hereto shall accrue and apply solely to the Parties hereto and their permitted successors and assigns; there is no intent to benefit any third parties, including the creditors of either Party. 32.4 This Agreement may be executed and delivered by the Parties in separate counterp arts, each of which when so executed and delivered shall be an original, but all of which taken together shall constitute one and the same instrument. 32.5 No failure to exercise and no delay in exercising, on the part of any Party, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof ; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof of the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and priv ileges provided by law. The failure of any Party to insist upon a strict performance of any of the terms or provisions of this Agreement, or to exercise any option, right or remedy herein contained, shall not be construed as a waiver or as a relinquishment for the future of such term, provisio n, option, right or remedy, but the same shall continue and remain in full force and effect. No waiver by any Party of any term or prov ision of this Agreement shall be deemed to have been made unless expressed in writing and signed by such Party. 32.6 This Agreement is the product of negotiations between WestJet and American, and shall be construed as if jointly prepared and drafted by them, and no provision hereof shall be construed for or against any Party by reason of ambiguity in language, rules of co nstruction against the drafting Party, or similar doctrine. 32.7 Although translations of this Agreement may be made into any other la nguage for the convenience of the Parties, the English version will govern for all purp oses of the interpretation and performance of this Agreement. 32.8 Neither Party shall be liable for an y exemplary, punitive, special or co nsequential Damages, including lost revenues, lost profits or lost prospective econom ic advantage, arising from any performance or failure to perform under this Agreement, even if such Party knew or should have known of the possibility thereof, and each Party hereby releases and waives any claims against the other Party regarding such Damages. FOR THE AVOIDANCE OF DOUBT, THE PARTIES AGREE THE FOREGOING SHALL NOT LIMIT A PARTY'S OBLIGATION TO INDEMNIFY THE OTHER IN ACCORDANCE WITH ARTICLE 18 FOR DAMAGES ARISING OUT OF OR RELATING TO A CLAIM, SUIT OR CAUSE OF ACTION BY A THIRD PARTY. 32.9 Notwithstanding anything to the contrary set out in this Agreement, the Parties sh all comply with this Agreement and in the event of a conflict, ambiguity or inconsistency be tween this Agreement and the WSAA ITA or any IATA rule, standard, policy or direction, this Agreement shall govern and prevail to the extent of such conflict, am biguity or inconsistency.
33. NOTICES 33.1 Unless otherwise expressly required in this Agreement or the Procedures Manual, all notices, reports, invoices and other communications required or permitte d to be given to or made upon a Party to this26

AA-WS-Codeshare Agreement Final Agreement shall be in writing, shall be addressed as provided below and shall be considered as properly given and received: (i) when delivered, if delivered in person (and a signed acknowledgment of receipt is obtained); (ii) three (3) Business Days after dispatch , if dispatched by a recognized express delivery service that provides signed acknowledgments of receipt; (iii) seven (7) Business Days after deposit in the applicable postal service delivery system; or (iv) if transmitted by facsimile, upon completion of transmission and upon confirmation by the sender (by a telephone call to a Representative of the recipient or by machine confirmation) that the transmission was received. For the purposes of notice, the addresses of the Parties shall be as set forth below; provided, ho wever, that either Party shall have the right to change its address for notice to any other location by giving at least three (3 ) Business Days prior written notice to the other Party in the manner set forth above.

If to American Airlines, Inc.: 4333 Amon Carter Blvd., MD 5635 Fort Worth, Texas 76155 USA Attention: Managing Director – Strategic Alliances Responsible for WestJet Codeshare Facsimile: 817-967-3179 Telephone: 817-963-2261 with a copy to: 4333 Amon Carter Boulevard, MD 5675 Fort Worth, Texas 76155 USA Attention: Corporate Secretary Facsimile: (817) 967-4313 Telephone: (817) 963-3598 If to WestJet 22 Aerial Place N.E. Calgary, Alberta T2E 3J1 Canada Attention: Director Alliances Telephone: (403) 444-2592 with a copy to: 22 Aerial Place N.E. Calgary, Alberta T2E 3J1 Attention: Vice-President, Legal Facsimile: (403) 648-8727 Telephone: (403) 539-7448

[Remainder of page left intentionally blank]John MJeb Vice President — Network and Alliances Name: Kenji Hashimoto Title: Vice President — Strategic Alliances By: Name: Title: By: 

### S-1 IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers, as of the Effective Date.

WESTJET AIRLINES LTD. AMERICAN AIRLINES, INC.

Attachments: Annex A — Definitions Annex B — Codeshared Routes Annex C — Minimum Standards of Ground and In-Flight Services Annex D — Reserved Annex E — Financial Settlement Annex F — Governmental Approvals

AA-WS-Codeshare Agreement Final (2).doc

### A-1

AA-WS-Codeshare Agreement Final ANNEX A DEFINITIONS

" Affected Party " has the meaning assigned to such term inSection 26.1.

" Affiliate " means, with respect to any Person or entity, any other Person or entity directly or indirectly controlling, controlled by, or under common contro l with, such Person or entity. For purposes of this definition, "control" (including "controlled by" and "under common control with ") means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person or entity, whether through the ownership of voting securities, by contract or otherwise.

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

" Airlines Clearing House " means the Airline Clearing House Inc. or ACH, a clearing house that administers and implements revenue settlement between carriers by reference to the ACH Manual of Procedure.

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

" American " has the meaning assigned in the preamble to this Agreement.

" Applicable Law " means all applicable laws of any jurisdiction including securities laws, tax laws, tariff and trade laws, ordinances, judgments, decrees, injunctions, writs, and or ders or like actions of any Competent Authority and the rules, regulations, orders or like actions of any Competent Authority and the interpretations, licenses, and permits of any Competent Authority.

" Assessment " has the meaning assigned to such term in Section 20.6.

" ATPCO " means the Airline Tariff Publishing Company.

" Authorized Affiliate " means with respect to American, American Eagle Airlines, Inc., Executive Airlines, Inc. and Chautauqua Airlines, Inc. insofar as Chautauqua Airlines, Inc. operates flights with American’s Code under the AmericanConnection® brand name.

" Business Day " means any day other than a Saturday, Sunday or other day in which banking institutions in Fort Worth, Texas, USA, New York, New York, USA, or Calgary, Alberta, Canada, are required by law, regulation or executive order to be closed.

" Carrier Code Box " means (i) for paper tickets, the field containing the two character airline designator code as defined in IATA Resolution 727, or (ii) for electronic (or e-) tickets the th ree alphanumeric characters contained in the "Sold Airline Designator (Marketing Carrier)" field as defined in IATA Resolution 722f.

" CBP " means the U.S. Bureau of Cu stoms and Border Protection.

“ CISP ” has the meaning assigned to such term in Section 27.1.

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

" Codeshare Commission " has the meaning assigned to such term in Section 7.3.

" Codeshared Flight " means a flight on which both Parties have place d their respective Codes, as defined in Section 3.3 and Annex B.

### A-2

AA-WS-Codeshare Agreement Final " Codeshared Passenger Data " has the meaning assigned to such term in Section 27.1.

" Codeshared Passenger " means a passenger traveling on a Marketing Carrier Flight Coupon.

" Codeshared Routes " or "Routes" means the city-pair markets set out in Annex B.

" Committee " has the meaning assigned to such term in Section 21.1.

" Competent Authority " means any supranational, national, federal, stat e, county, local, regul atory or municipal government body, bureau, commission, boar d, board of arbitration, instrume ntality, authority, agency, court, department, inspectorate, minister, ministry, official or pub lic or statutory person (whether autonomous or not) having jurisdiction over this Agreement or either Party.

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

" Confidential Information " means (a) all confidential or proprietary information of a Party, including, without limitation, trade secrets, information concerning past, presen t and future research, deve lopment, business activities and affairs, finances, properties, methods of operation, processes and systems, customer lists, customer information (such as passenger name record or "PNR" data) and computer procedures and access codes; (b) the terms and conditions of this Ag reement and any reports, invoices or other communications between the Parties given in connection with the negotiati on or performance of this Agreement; and (c) excludes (i) information already in a Party’s possession prior to its disclosure by the other Party; (ii) information obtained fro m a third Perso n or entity that is not prohibited from transmitting such information to the receiving Party as a result of a contractual, legal or fiduciary obligation to the Party whose informat ion is being disclosed; (iii) info rmation that is or becomes generally available to the public, other than as a result of disclosure by a Party in violation of this Agreement; or (iv) information that has been or is independently acquiredor developed by a Party, or its Affiliate, without violating any of its obligations under this Agreement.

" CRS " means a computerized reservations system owned or operated by any entity, including either Party to this Agreement, that contains information about commercial airline schedules, fares, cargo rates, passenger and cargo tariff rules and flight availability that is ma de available to travel ag ents, cargo agents and ot her non-airline entities to facilitate their ability to make reservations and issue tickets and air waybills.

" Damages " means all third party claims, su its, causes of action, penalties, liab ilities, judgments, demands, recoveries, awards, settlements, penalties, fines, losses and e xpenses of any nature or ki nd whatsoever (including, without limitation, internal expe nses of the Indemnified Party, such as employee salaries and the costs of cooperating in th e investigation, prepara tion or defense of claims) under th e laws of any jurisdiction (whether arising in tort, contract, under the Warsaw Convention, as amended, or the Montreal Convention of 1999, as amended, and related instruments or otherwise), incl uding reasonable costs and expenses of i nvestigating, preparing or defending any claim, suit, action or proceeding (including post judgment and appellate proceedings or proceedings that are incidental to the successful establishment of a right of indemnification), such as reasonable attorneys’ fees and fees for expert witnesses, consultants and litigation support services.

" Data Protection Laws " has the meaning assigned to such term in Section 27.1.

" Data Safeguards " has the meaning assigned to such term in Section 27.1.

" Disclosing Party " has the meaning assigned to such term in Section 26.1.

" Dispute " has the meaning assigned to such term in Section 23.2.

" Effective Date " has the meaning assigned to such term in Section 17.1.

### A-3

AA-WS-Codeshare Agreement Final " Excusable Delay " has the meaning assigned to such term in Article 22.

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

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

" IATA " means the Intern ational Air Transport Association.

" IATA Clearing House " means the clearing house established by IATA to administer and implement revenue settlement by reference to the Revenue Accounting Manual pu blished by IATA.

" IATA PMP " has the meaning assigned in Section 7.2(b).

" IATA RAM " has the meaning assigned in Section 7.3.

" Implementation Date ", provided that all of the conditions set forth in Section 4.1 have been satisfied, shall mean the date of the first Codeshared Flight operated under this Agreement.

" Inadmissible Passengers " has the meaning defined in IATA Resolutio n 701, as modified, supplemented or amended from time to time.

" Indemnification Notice " has the meaning assigned to such term in Section 18.3.

" Indemnified Party " has the meaning assigned to such term in Section 18.3.

" Indemnifying Party " has the meaning assigned to such term in Section 18.3.

" Interline Service Charge " means the payment by the carrier lifting the ticket to the Ticketing Carrier, according to the industry program for comp ensation for the Ticketing Carrier’s commission sales costs as set forth in IATA Passenger Services Conference Resolutions 780b and 780d.

" IOSA " has the meaning assigned to such term in Section 4.1(c).

“ Late Substitution Notice ” has the meaning assigned to such term in Section 3.14.

" Licensed Trademark " has the meaning assigned to such term in Section 14.3.

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

" Marketing Carrier Flight Coupon " means a flight coupon (electronic or paper) of a ticket issued by the Marketing Carrier, Operating Carrier or a third party for travel on a Codeshared Flight showing the Marketing Carrier’s Code (i) in the carrier code box in the case of a paper ticket, and (ii) in the transporting carrier field in the case of an electronic ticket.

" Marketing Carrier Indemnified Party " has the meaning assigned to such term in Section 18.1.

" Marketing Carrier Reviews " has the meaning assigned to such term in Section 11.3.

" Marketing Carrier Ticket " means a ticket issued by the Marketing Carrier, Op erating Carrier or a third-party that contains at least one Marketing Carrier Flight Coupon.

### A-4

AA-WS-Codeshare Agreement Final " Marketing Flight(s) " means a Codeshared Flight when displayed, sold, or referred to as a flight of the Marketing Carrier rather than a flight of the Operating Carrier, such as when using the Marketing Carrier’s name, designator Code and/or flight number.

" Mutual Emergency Assistance Agreement " means the agreement between the Parties relating to provision of assistance by one Party to the other Party in the event of aircraft emergency.

" oneworldTM Alliance " means the globally branded multilateral airline alliance in wh ich American participates.

" Operating Carrier " means the air carrier having operational control of an aircraft used for a given Codeshared Flight or the Party whose Authorized Affiliate has operational control of such aircraft, as the context may require.

" Operating Carrier Indemnified Party " has the meaning assigned to such term in Section 18.2.

" Normal Fare " has the meaning assigned to such term in the IATA Prorate Manual Passenger Part 1, Section E.

" Parent Carrier " means American or WestJet, when referenced in relation to another carrier that is not a party to this Agreement and to which Am erican or WestJet, as applicable, is Affiliated.

" Party " or " Parties " means either or both of American and WestJet, as the context requires.

" Payee " has the meaning assigned to such term in Section 20.4.

" Payor " has the meaning assigned to such term in Section 20.4.

" PCI " has the meaning assigned to such term in Section 27.1.

" Person " means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency, authority or political subdi vision of a government.

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

" Removal Date " has the meaning assigned to such term in Section 3.8.

" Removal Notice " has the meaning assigned to such term in Section 3.8.

" Representatives " has the meaning assigned to su ch term in Section 26.1.

" Reservations System " means the computerized airline passenger or cargo reservations system that contains information about flight schedules, fares, cargo rates, passeng er and cargo tariff rules and seat availability of an airline and provides the ability to make reservations an d issue tickets or air waybills.

" Rules " has the meaning assigned to such term in Section 23.3.

" SDP " has the meaning assigned to such term in Section 27.1.

“ Significant Event ” means an event which is the direct result of the operations of either Party and which causes (i) substantial and material damage to a Party’s aircraft; (ii) substantial and ma terial property damage; or (iii) significant injury or the loss of life.

" Special Prorate Agreement " means any bilateral agreement, from time to time, be tween the Operating Carrier and the Ticketing Carrier relating to the proration of interline revenue.

### A-5

AA-WS-Codeshare Agreement Final “ Substitution ” has the meaning assigned to such term in Section 3.12.

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

" Termination Date " means 23:59 Coordinated Universal Standard Time on the date provided in the notice of termination given in accordance with Section 17.2.

" Ticketing Carrier " means a carrier whose traffic documents are used to issue a ticket.

" Ticket Handling Fee " means the payment by the carrier lifting the ticket to the Tick eting Carrier for expenses incurred as a result of issuing the ticket. Such payment is a percentage, agreed upon bilaterally by the Parties, of the prorated value billed by the carrier that lifted the ticket.

" Ticket Taxes " means any transactional taxes or passenger facility charges, including, without limitation, sales taxes, use taxes, stamp taxes, excise taxes, value added taxes, gross receipts taxes, departure taxes, surcharges and travel taxes, and all related charges, fees, licenses or asses sments (and any interest or penalty thereon) imposed on passengers (or which air carriers or their agents are required to coll ect from passengers) by anyauthority in any country, or political subdiv ision thereof or public authority operating therein (including, without limitation any national, federal, state, provincial, territorial, local, municipal, port or airport authority) or which are levied upon passengers by operation of Applicable Law or industry standard.

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

" U.S. " or " United States " means the fifty states of the United States of America, the District of Columbia and the Commonwealth of Puerto Rico.

“ WS-AA ITA ” has the meaning assigned to such term in Article 1.

### B-1

AA-WS-Codeshare Agreement Final ANNEX B
CODESHARED ROUTES The Parties shall mutually designate certain flights serving th e Codeshared Routes shown below on which the Parties shall place their respective Codes. The implementation date for each Codeshared Route shall occur on a date to be mutually agreed by the Parties, subject to obtaini ng all Governmental Approvals for such Codeshared Route. In the event that all Governmental Approvals have not been obtained by such date for any particular Codeshared Route(s), then the implementation date for each such Codeshared Route shall occur at a later date as mutually agreed by the Parties.
A. Codeshared Routes between the US and Canada: Codeshared Routes Operating Carrier Chicago(O'Hare) IL USA - Toronto (Pearson Intl) ON Canada American Airlines Chicago(O'Hare) IL USA - Calgary AB Canada American Airlines Dallas/Ft. Worth(Intl) TX USA - Toronto(Pearson Intl) ON Canada American Airlines Dallas/Ft. Worth(Intl) TX USA - Vancouve r(Intl) BC Canada American Airlines Dallas/Ft. Worth(Intl) TX USA - Calgary AB Canada American Airlines Dallas/Ft. Worth(Intl) TX USA - Montreal(P.E. Trudeau) QC Canada American Airlines Los Angeles(Intl) CA USA - Toronto(Pearson Intl) ON Canada American Airlines Miami(Intl) FL USA - Montreal(P.E. Trudeau) QC Canada American Airlines Miami(Intl) FL USA - Toronto(Pearson In tl) ON Canada American Airlines Boston(Intl) MA USA - Toronto(Pearson Intl) ON Canada American Eagle Chicago(O'Hare) IL USA - Toronto(Pearson Intl) ON Canada American Eagle Chicago(O'Hare) IL USA - Montreal(P.E. Trudeau) QC Canada American Eagle Chicago(O'Hare) IL USA - Ottawa ON Canada American Eagle Chicago(O'Hare) IL USA - Calgary AB Canada American Eagle New York(Kennedy) NY USA - Toronto(Pearson Intl) ON Canada American Eagle New York(Kennedy) NY USA - Montreal(P.E . Trudeau) QC Canada American Eagle New York(Kennedy) NY USA - Halifax(Intl) NS Canada American Eagle
Honolulu Oahu HI USA - C algary AB Canada North American Kahului Maui HI USA - Calgary AB Canada North American

### B-2

AA-WS-Codeshare Agreement Final

Kahului Maui HI USA - Edmonton(I ntl) AB Canada North American Ft. Lauderdale(Intl) FL USA - Toronto(Pearson Intl) ON Canada WestJet Ft. Lauderdale(Intl) FL USA - Montreal (P.E. Trudeau) QC Canada WestJet Ft. Lauderdale(Intl) FL USA - Ottawa ON Canada WestJet Ft. Lauderdale(Intl) FL USA - Quebec City QC Canada WestJet Ft. Lauderdale(Intl) FL USA - Halifax(Intl) NS Canada WestJet Ft. Myers(Southwest Fl Intl) FL USA - T oronto(Pearson Intl) ON Canada WestJet
Honolulu Oahu HI USA - Van couver(Intl) BC Canada WestJet
Honolulu Oahu HI USA - V ictoria(Intl) BC Canada WestJet
Kahului Maui HI USA - Vanc ouver(Intl) BC Canada WestJet Kona Hawaii HI USA - Vancouver(Intl) BC Canada WestJet Las Vegas(Intl) NV USA - Calgary AB Canada WestJet Las Vegas(Intl) NV USA - Toron to(Pearson Intl) ON Canada WestJet Las Vegas(Intl) NV USA - Vancouver(Intl) BC Canada WestJet Las Vegas(Intl) NV USA - Edmonton(Intl) AB Canada WestJet Las Vegas(Intl) NV USA - Winnipeg (R ichardson Intl) MB Canada WestJet Las Vegas(Intl) NV USA - Montreal (P.E. Trudeau) QC Canada WestJet Las Vegas(Intl) NV USA - V ictoria(Intl) BC Canada WestJet Las Vegas(Intl) NV USA - Saskatoon (Diefenbaker Intl) SK Canada WestJet Las Vegas(Intl) NV USA - Regina SK Canada WestJet Las Vegas(Intl) NV USA - Kelowna BC Canada WestJet Las Vegas(Intl) NV USA - Ottawa ON Canada WestJet Lihue Kauai HI USA - Vancouver(Intl) BC Canada WestJet Los Angeles(Intl) CA USA - Vancouver(Intl) BC Canada WestJet Los Angeles(Intl) CA USA - Edmonton(Intl) AB Canada WestJet

### B-3

AA-WS-Codeshare Agreement Final

Los Angeles(Intl) CA USA - Calgary AB Canada WestJet Miami(Intl) FL USA - Toronto(Pearson Intl) ON Canada WestJet New Orleans(Intl) LA USA - Toronto(Pearson Intl) ON Canada WestJet Newark/New York(Liberty) NJ USA - Calgary AB Canada WestJet Orlando(Intl) FL USA - Toronto(P earson Intl) ON Canada WestJet Orlando(Intl) FL USA - Ottawa ON Canada WestJet Orlando(Intl) FL USA - Calgary AB Canada WestJet Orlando(Intl) FL USA - Montreal(P.E . Trudeau) QC Canada WestJet Orlando(Intl) FL USA - Winnipeg (Ric hardson Intl) MB Canada WestJet Orlando(Intl) FL USA - Halifax(Intl) NS Canada WestJet Orlando(Intl) FL USA - Hamilton(Munr o Intl) ON Canada WestJet Orlando(Intl) FL USA - London ON Canada WestJet Orlando(Intl) FL USA - Edmonton(Intl) AB Canada WestJet Orlando(Intl) FL USA - Moncton (Intl) NB Canada WestJet Orlando(Intl) FL USA - St. Johns NL Canada WestJet Palm Springs CA USA - Calgary AB Canada WestJet Palm Springs CA USA - Edmonton(Intl) AB Canada WestJet Palm Springs CA USA - Vancouver(Intl) BC Canada WestJet Palm Springs CA USA - Toronto(Pearson Intl) ON Canada WestJet Phoenix(Intl) AZ USA - Calgary AB Canada WestJet Phoenix(Intl) AZ USA - Edmonton(Intl) AB Canada WestJet Phoenix(Intl) AZ USA - Vancouver(Intl) BC Canada WestJet Phoenix(Intl) AZ USA - Winnipeg (Ric hardson Intl) MB Canada WestJet Phoenix(Intl) AZ USA - Regina SK Canada WestJet Phoenix(Intl) AZ USA - Saskatoon (Die fenbaker Intl) SK Canada WestJet

### B-4

AA-WS-Codeshare Agreement Final

San Diego(Intl) CA USA - Calgary AB Canada WestJet San Francisco(Intl) CA USA - Vanc ouver(Intl) BC Canada WestJet San Francisco(Intl) CA USA - Calgary AB Canada WestJet Santa Ana(J.Wayne) CA USA - Vancouver(Intl) BC Canada WestJet Santa Ana(J.Wayne) CA USA - Calgary AB Canada WestJet Tampa(Intl) FL USA - Toronto(Pearson Intl) ON Canada WestJet Tampa(Intl) FL USA - Ottawa ON Canada WestJet Tampa(Intl) FL USA - Halifax(Intl) NS Canada WestJet

B. Codeshared Routes between American’s Canadian Gateways Toronto ON YYZ Calgary AB YYC Montreal QC YUL
Vancouver BC YVR
and the following Canadian Cities: Cities Operating Carrier Deer Lake NL Canada WestJet Edmonton(Intl) AB Canada WestJet Hamilton(Munro Intl) ON Canada WestJet Halifax(Intl) NS Canada WestJet Kamloops BC Canada WestJet
Kitchener/Waterloo ON Canada WestJet
Kelowna BC Canada WestJet Ft. McMurray AB Canada WestJet

### B-5

AA-WS-Codeshare Agreement Final Ottawa ON Canada WestJet Quebec City QC Canada WestJet
Windsor ON Canada WestJet Moncton (Intl) NB Canada WestJet
Comox BC Canada WestJet Regina SK Canada WestJet Thunder Bay ON Canada WestJet
Grande Prairie AB Canada WestJet Sydney NS Canada WestJet Montreal(P.E. Trudeau) QC Canada WestJet Vancouver(Intl) BC Canada WestJet Winnipeg (Richardson Intl) MB Canada WestJet Saskatoon (Diefenbaker Intl) SK Canada WestJet Prince George BC Canada WestJet
London ON Canada WestJet
Abbotsford BC Canada WestJet Calgary AB Canada WestJet
Charlottetown PE Canada WestJet Victoria(Intl) BC Canada WestJet
St. Johns NL Canada WestJet Toronto(Pearson Intl) ON Canada WestJet
Yellowknife NT Canada WestJet

### B-6

AA-WS-Codeshare Agreement Final C. Codeshared Routes between WestJet‘s US Gateways Ft. Myers(Southwest Fl Intl) FL RSW Las Vegas(Intl) NV LAS Los Angeles(Intl) CA LAX Miami(Intl) FL MIA Santa Ana(J.Wayne) CA SNA Palm Springs CA PSP Phoenix(Intl) AZ PHX San Diego(Intl) CA SAN San Francisco(Intl) CA SFO

and the following U.S. Cities: Cities Operating Carrier Albuquerque NM USA American Eagle Austin(Bergstrom Intl) TX USA American Airlines Boston(Intl) MA USA American Airlines Chicago(O'Hare) IL USA American Airlines Dallas/Ft. Worth(Intl) TX USA American Airlines / American Eagle Denver(Intl) CO USA American Airlines / American Eagle El Paso TX USA American Eagle Ft. Myers(Southwest Fl Intl) FL USA American Eagle/ Executive Fresno(Yosemite Intl) CA USA American Eagle Gainesville FL USA American Eagle/ Executive

### B-7

AA-WS-Codeshare Agreement Final Honolulu Oahu HI USA American Airlines Houston(G.Bush Intl) TX USA American Airlines / American Eagle Jacksonville(Intl) FL USA American Eagle
Kahului Maui HI USA American Airlines Key West FL USA American Eagle/ Executive
Kona Hawaii HI USA American Airlines Las Vegas(Intl) NV USA American Airlines
Lihue Kauai HI USA American Airlines Los Angeles(Intl) CA USA American Airlines Miami(Intl) FL USA American Airlines Monterey CA USA American Eagle Nashville (Intl) TN USA American Airlines / American Eagle New York(Kennedy) NY USA American Airlines Newark/New York(Liberty) NJ USA American Airlines / American Eagle Oklahoma City(Rogers) Oklahoma USA American Eagle Santa Ana(J.Wayne) CA USA American Airlines Orlando(Intl) FL USA American Airlines Palm Springs CA USA American Airlines Pensacola FL USA American Eagle Phoenix(Intl) AZ USA American Airlines / American Eagle Raleigh/Durham NC USA American Airlines Reno NV USA American Eagle

### B-8

AA-WS-Codeshare Agreement Final Sacramento(Metro) CA USA American Eagle Salt Lake City UT USA American Eagle San Diego(Intl) CA USA American Eagle San Francisco(Intl) CA USA American Airlines San Jose Norman Y. Mineta Intl CA USA American Eagle San Juan(Intl) Puerto Rico American Airlines Santa Barbara CA USA American Eagle Santa Fe NM USA American Eagle St. Croix(Intl) US Virgin Islands American Airlines St. Louis(Intl) MO USA American Airlines St. Thomas(Intl) US Virgin Islands American Airlines Tallahassee FL USA American Eagle Tampa(Intl) FL USA American Airlines Tucson AZ USA American Eagle Washington(Dulles Intl) DC USA American Airlines

### C-1

AA-WS-Codeshare Agreement Final ANNEX C
MINIMUM STANDARDS OF GROUND AND IN-FLIGHT SERVICES The Parties agree that international ground and in-flight services should be comp etitive with other international carriers operating on the applicable Codeshare Routes, and that the services should remain competitive as improvements are made by other international carriers. The Parties also agree that the domestic ground and in-flight services should be competitive with other domestic carriers operating on the applicable Codeshared Routes, and that the services should remain competitive as improvements are made by other domestic carriers. Furthermore, the Parties agree that their ground and in-flight services should meet cust omer expectations, on an ongoing basis. In order to meet these objectives, WestJet and American may fro m time to time be required to implement service upgrades as mutually agreed upon by the Parties. Operating standards and general passe nger procedures and policies for the Codeshared Flights are detailed in the Procedures Manual. The Parties agree to independently monito r in-flight consumer research on cu stomer priorities and satisfaction. The Parties will meet periodically to review custom er satisfaction and benchmarking researchdata, in order to identify product categories that require improvement by the carrier(s). The Parties agree to use commercially reasonable efforts to measure the number of Codeshared Passenger complaints received by the Marketing Carrier regarding the Codeshared Flights twice a year as a ratio of Codeshared Passenger complaints per one thousand (1,000) passengers bo arded. To the extent operationally possible, Codeshared Passenger complaints measu red will be those from the following passenger groups: first and business class, full fare coach, premium frequent flyer program members, airport club members, VIPs (very important persons), customers with disabilities, and complaints regarding sensitive issues (i.e., food poisoning, unaccompanied minors, discrimination, and international documents). If the ratio of Codeshared Passe nger complaints for any one city-pair or for the total average of all of the Codesha red Flights, exceeds 0.50 per one thousand (1,000) passengers boarded for any half year period, upon notificationby the Marketing Carrier the Parties will meet to discuss appropriate corrective actions. The Operating Carrier agrees to review passe nger and baggage mishandling complaints and the Parties will meet to discuss appropriate corrective actions. In the event the Parties are unab le to mutually agree on appropriate corrective actions as provided above, and/or if the Operating Carrier fails to meet the stan dards established by this Annex C the Marketing Carrier, at its discretion, will be entitled to withdraw its Code fro m the affected Codeshared Flight(s).
AUTOMATION The Parties shall develop, design and implement a computer automation system for the operational interface of each Party’s current computer system in order to provide th e highest quality product to Codeshared Passengers. Each Party will be responsible for the cost and expense associated with modifyi ng its own computer system. The Parties shall, at a minimum, agree to develop, design and implement the automation of the following systems to support the Codeshared Flights: Automated Reservation (PNR) Exchange - The Operating Carrier will accept automatically Codeshared Passenger PNRs and Special Service Request (SSR) items from the Marketing Carrier’s computer system. Pre-Reserved Seating - A mechanism will ex ist so that pre-reserved seating on the Codeshared Flights will be available to Codeshared Passengers.

### C-2

AA-WS-Codeshare Agreement Final Flight Movement Messages - The Operating Carrier must provide, in a timely fashion, flight movement messages (e.g., departure, delay and arrival times) for the Codeshare d Flights to the Marketing Carrier’s computer system. Airport Check-in - Automation must ex ist between the Parties so that tran siting passengers will not need to recheck-in at the transit city. Codeshared Passengers will check-in at the applicable origin station and be provided boarding passes for all seg ments of such Code shared Passengers’ itinerary. Hand Back Messages (Post Departure Reconciliation and Close-out) - The Operating Carrier must provide electronically a list of Codeshared Passengers who traveled on the Codeshared Flights. The preferred format is an IATA-standard Passenger Reconciliation List (PRL).
FACILITIES The Parties acknowledge the importance of maintaining functional and accurate signs identifying the Marketing Carrier, as appropriate, to facilitate passenger convenience and to avoid confusion at airports served by the Codeshared Flights. To the extent feasible and commercially reasonable the Operating Carrier shall ensure that ticket counters at each station will identify the Marketing Carrier; provided that the Operating Carrier shall promote the Marketing Carrier equally to the other airlines that have a similar coop erative relationship with the Operating Carrier at such airports. The Parties shall cooperate on the placement of such signs, subject to the approval of the relevant airport authority or other lessors. Subject to the previous paragraph, the Operating Carrier will be responsible for the cost and exp ense associated with developing and installing the appropriate signs at airports served by the Codeshared Flights. Each Party shall make commercially reasonable efforts to depart from or arrive at the same terminal at airports served by Codeshared Flights.
GATE AND RAMP HANDLING The Operating Carrier shall arrange for trai ned personnel to handle all gate (i ncluding ramp handling) and boarding services of Codeshared Passengers on the Codeshared Flights. All costs, fines, and penalties incurred witha refusal by the immigration (or equiv alent) authorities of a country to permit entry of any Codeshared Passengers at a destination point, shall be borne by the Operating Carrier that delivers the passenger on the intern ational segment of the itinerary.

### D-1

AA-WS-Codeshare Agreement Final ANNEX D
RESERVED

### E-1

AA-WS-Codeshare Agreement Final ANNEX E
FINANCIAL SETTLEMENT I. Financial Settlement. For Tickets issued on either Party's Ticket stock or using either Party's validation, if the Ticketing Carrier is (i) the Marketing Carrier or the Operating Carrier, the Ticketing Carrier shall receive the Interline Service Charge as provided in the WS-AA ITA, and (ii) a third party, the Ticketing Carrier shall receive the Interline Service Charge as agreed between the Operating Carrier and such third party, provided in the event the Operating Carrier is unable to obtain satisfactory settlement with such third party Ticketing Carrier and bills the respective coupons to the Marketing Carrier, as provided in and in accordance with Section 7.2(c), the Marketing Carrier shall receive the Interline Service Charge as provided in the WS-AA ITA. Unless agreed otherwise between the Parties, settlement of traffic documents issued by one Party and accepted by the other Party shall be made directly between the Parties, using procedures established in the WS-AA ITA, until such time as WestJet is a particip ant in settlement transactions throu gh the IATA Clearing House or Airlines Clearing House, Inc., and the Parties agree: at such time as WestJet particip ates in either clearing house’s services, settlement of obligations between WestJet and American shall be completed through either the IATA Clearing House or Airlines Clearing House, Inc. (or shall be completed using the inter-clearance facilities that exist between the IATA Clearing House or Airlines Clearing House, Inc.), unless agreed otherwise between the Parties in writing. Unless agreed otherwise in a special pr orate agreement, settlement of Tickets between the Parties shall be accomplished using the terms of the IATA RAM (as then-applicable) and Multilateral Prorate Agreement – Passenger, regardless of whether both Parties are signatory to that agreement. II. Codeshare Commission. The Codeshare Commission only applies to the Codeshared Flights where either American or WestJet places its Marketing Carrier Code. The Codeshare Commission will apply to all fares including, but not limited to, published fares, unpublished fares, corporate discount s, and net fares. The Codeshare Co mmission will apply to all coupons originally ticketed on or reissued (voluntary or involun tary) to a Marketing Flight. The Codeshare Commission for these Codeshared Flights will be calculated by multiplying the gross prorated value (as determined in accordance with Sections 7.2(a) and 7.3) of Marketing Carrier Fl ight Coupons by the app licable Codeshare Commission percentage, which for purposes of this Agreement, is detailedin the table below.
Codeshare Commission I 1 Codeshare Commission II 2 Basic Codeshare Commission Supplemental Codeshare Commission First Class Fare 5.5% 1.5% 5.5% Business Class Fare 5.5% 1.5% 5.5%

1 Codeshare Commission I shall apply until the date the Frequent Flyer Participating Carrier Agreements are implemented.

2 Codeshare Commission II shall apply effective as of the date the Frequent Flyer Participating Carrier Agreements are implemented.

### E-2

AA-WS-Codeshare Agreement Final Economy Class Normal Fare (as defined in Annex A) 5.5% 1.5% 5.5% Other Economy Class Fare (i.e., not a Normal Fare) 5.5% 1.5% 5.5%

The Ticketing Carrier will receive the Interline Service Charge, which will be in addition to the Codeshare Commission payable to the Marketing Carrier. The Codeshare Commission may be rene gotiated by and between the Parties at any time by mutual written consent of the Parties hereto.

### F-1

AA-WS-Codeshare Agreement Final ANNEX F
GOVERNMENTAL APPROVALS American shall secure and maintain the following governmental approvals: 1. Economic authority (i ncluding Statement of Aut horization under 14 CFR, Part 212) from the United States Department of Transportation (" DOT ") to codeshare with WestJet over the Codeshared Routes. 2. License from Transport Canada to enter into the codesharing arrangement with WestJet. WestJet shall secure and main tain the following gov ernmental approvals: 1. Economic authority from th e Transport Canada to codeshare with American over the Codeshared Routes. 2. Economic authority from the DOT (including Stat ement of Authorization under 14 CFR, Part 212) to codeshare with American.CERTIFICATE OF SERVICE

I hereby certify that I have this day served the foregoing document by email on the following persons: Delta, Comair sascha.vanderbellen@delta.com United jeffrey.manley@united.com Continental dan.weiss@coair.com US Airways howard.kass@usairways.com Alaska, Horizon msinick@ssd.com Virgin America, Compass kquinn@pillsburylaw.com Air Wisconsin jhill@dlalaw.com North American mlbenge@zsrlaw.com Colgan, Pinnacle bthunt@pncl.com TransStates dhayes@transstates.net GoJet gpwicks@wicks-group.com Mesaba max.shemesh@mesaba.com Sky West temerson@skywest.com Atlantic Southeast, recohn@hoganlovells.com Shuttle America, Republic, ExpressJet

###         ________________________________  CARL B. NELSON 
February 28, 2011