UNITED STATES OF AMERICA

DEPARTMENT OF TRANSPORTATION

OFFICE OF THE SECRETARY WASHINGTON, DC

Issued by the Department of Transportation on January 26, 2010

NOTICE OF ACTION TAKEN -- DOCKETS DOT-OST-2 005-20122 and DOT-OST-2009-0340

_____________________________________________________________________________________________________________________ This serves as notice to the public of the action d escribed below, taken by the Department official indicated (no additional confirming orde r will be issued in this matter).

1. Docket DOT-OST-2005-20122

Application of CONTINENTAL AIRLINES, INC. (Continental), filed 12/11/2009 for:

XX Amendment of exemption under 49 U.S.C. 40109 to the extent necessary to permit Continental to display its designator code on flights operated by its foreign code-share pa rtners on the following

services:

Scheduled foreign air transportation of persons, property, and mail between points in the United States and points worldwide on a third-country co de-share basis pursuant to blanket code-sharing statements of authorization previously approved by the Department. 1 2

2. Docket DOT-OST-2009-0340

Joint Application of CONTINENTAL, CONTINENTAL MICRONESIA, INC. (Continental Micronesia), and AIR NEW ZEALAND LIMITED (Air New Zealand)

, filed 12/11/2009 for:

Blanket statements of authorization to permit Cont inental to display the (NZ*) designator code of Air New Zealand on Continental flights and Air Ne w Zealand to display the (CO*) designator code of Continental on Air New Zealand flights in conjunction with foreign air transportation of persons, property, and mail: 1) between any point or points in the United States and any point or points in New Zealand (on a nonstop basis and on routings via intermediate Open Skies points); 2) between U.S. points; 3 ) between points in New Zealand; 4) beyond New Zealand to any point or points; and 5) beyond the United States to any point or points. 3

1 The authorized foreign carriers are: Compania Panamena de Aviacion, S.A. (COPA); Air Canada; Jazz Air LP d/b/a Air Canada Jazz (Air Canada Jazz); British Midl and Airways Limited d/b/a bmi (bmi); British Midland Regional Limited d/b/a bmi Regional (bmi Regional); Deutsche Lufthansa AG (Lufthansa); Lufthansa Cityline GmbH (Lufthansa Cityline); Air Dolomiti S.p.A. LARE (Air Dolomiti); Augsburg Airways GmbH (Augsburg); PrivatAir GmbH; PrivatAir S.A.; Contact Air Flugdienst GmbH & Co. (Contact Air); Eurowings Luftverkehrs AG (Eurowings); Cirrus Airlines Luftfahrtgesellschaft mbH (C irrus Airlines); and Asiana Airlines, Inc. (Asiana). See Notices of Action Taken on October 21, 2009, in Dockets 2005-20122, DOT-OST-2009-0173, DOT-OST-2009- 0174, and DOT-OST-2009-0175; and November 20, 2009, in Dockets 2005-20122 and DOT-OST-2009-0277. We note that, subsequent to our October 21, 2009 action noted ab ove, in addition to the Continental code-share safety audit reports that had been accepted by the FAA for Lufthansa, Air Canada, bmi, Lufthansa Cityline, Air Dolomiti, Contact Air, Cirrus Airlines, Air Canada Jazz, and bmi Regional, the FAA has advised the Department that it has reviewed and found acceptable the code-s hare safety audit report submitted by Continental for Eurowings.

2 Continental requests that its blanket co de-share exemption authority be amended to the extent necessary to permit it to also place its designator code on flight s operated by Air New Zealand Limited th rough March 5, 2011, coextensive with its existing exemption authority in Docket DOT-OST-2005-20122.

3 The joint applicants state that unless the context of th eir application requires otherw ise, the term “Continental” includes Continental Micronesia. The jo int applicants note that Continental Micronesia will not place its code onApplicant reps: R. Bruce Keiner, Jr. (202) 624-2615 (Continental and Continental Micronesia) and Susan Gotbetter (212) 318-3121 (Air New Zealand)

DOT Analyst: Robert J. Finamore (202) 366-2405

D I S P O S I T I O N

XX Granted (subject to conditions, see below)

The above action granting amended exempti on authority is effective when taken : January 26, 2010

, through March 5, 2011 . The above action granting blanket statemen ts of authorization to the referenced

carriers is effective: January 26, 2010 , and will remain in effect indefi nitely, subject to conditions.

Action taken by: Paul L. Gretch, Director

Office of International Aviation

XX The authority granted is consistent with the aviation agreement between the United States and

New Zealand.

Except to the extent exempted or waived, this authorit y is subject to the terms, conditions, and limitations

indicated:

XX Continental’s certificates of public convenience and necessity

XX Standard U.S. exemption conditions (attached as Appendix A)

XX Conditions for statements of authoriza tion granted here (attached as Appendix B)

XX Conditions attached to previously gran ted blanket statements of authorization 4

_____________________________________________________________________________________________________________________ Remarks/Conditions: We note that Continental has conducted a safety audit of Air New Zealand under the Department’s Code-Share Safety Audit Program, a nd the FAA has advised us that it has reviewed the relevant audit report and fo und it to be acceptable.

The exemption authority granted here is for operations with the foreign code-share partners and affiliates named above, to include Air New Zealand. Should Co ntinental and any additiona l code-share partner be granted statements of authorization, Continental will need to apply for exemption authority to the extent necessary to permit Continental to display its code on flights operated by the new code-share partner and

will need to have conducted c ode-share safety audits of its foreign part ners prior to receipt of authority for

such code-share services.

On the basis of data officially noticeable under Ru le 24(g) of the Departme nt's regulations, we found Continental qualified to provide the exemption ser vices authorized. Under authority assigned by the Department in its regulations, 14 CFR Part 385, we found that (1) our action was consistent with Department policy; (2) grant of the authority was cons istent with the public interest; and (3) grant of the authority would not constitute a major regulatory action under the Energy Policy and Conservation Act of 1975. To the extent not granted, we deni ed all requests in th e referenced Docket. We may amend, modify, or revoke the authority granted in this Notice at any time without hearing at our discretion.

flights operated by Air New Zealand, but Air New Zealan d will place its code on flight s operated by Continental

Micronesia.

4 See Notices of Action Taken dated July 9, 1998 (98-65, undocketed, Continental-COPA); October 21, 2009 (Dockets DOT-OST-2005-20122, DOT-OST-2009-0173, DOT-OST-2009-0174, and DOT-OST-2009-0175, Continental.-Air Canada and Air Canada Jazz, Continen tal-bmi and bmi Regional, and Continental-Lufthansa, Lufthansa Cityline, Air Dolomiti, Augsburg, PrivatAir GmbH , PrivatAir S.A., Contact Ai r, Eurowings, and CirrusAirlines); and November 20, 2009 (Dockets DOT-OST-2005-20122 and DOT-OST-2009-0277, ContinentalAsiana).Persons entitled to petition the Department for review of the action set forth in this Notice under the Department’s regulations, 14 CFR §385.30, may file their petitions with in seven (7) days after the date of

issuance of this Notice. This action was effective wh en taken, and the filing of a petition for review will

not alter such effectiveness.

An electronic version of this document is available on the World Wide Web at:

http://www.regulations.gov

### Appendix A

U.S. Carrier Exemption Conditions

In the conduct of the operations authori zed, the U.S. carrier applicant(s) shall:

(1) Hold at all times effective operating author ity from the government of each country served;

(2) Comply with applicable requirements c oncerning oversales contained in 14 CFR 250 (for scheduled operations, if authorized);

(3) Comply with the requirements fo r reporting data contained in 14 CFR 241;

(4) Comply with requirements for minimum insura nce coverage, and for certifying that coverage to the Department, contained in 14 CFR 205;

(5) Except as specifically exempted or otherwise pr ovided for in a Department Order, comply with the requirements of 14 CFR 203, concerni ng waiver of Warsaw Convention liability limits and defenses;

(6) Comply with all applicable requirement s of the Federal Aviati on Administration, the Transportation Security Administ ration, and with all ap plicable U.S. Government requirements concerning security, including, but not limited to, 49 CFR Part 1544. To assure compliance with all applicable U.S. Government requirements concer ning security, the holder shall, before commencing any new service (including charter fli ghts) to or from a foreign airpor t, contact its Principal Security Inspector (PSI) to advise the PSI of its plans a nd to find out whether the Transportation Security

Administration has determined that security is adequate to allow such airport(s) to be served;

(7) Comply with such other reasonable terms, conditions, and limitations required by the public interest as may be prescribed by the Department of Transportation, with all applicab le orders and regulations of other U.S. agencies and courts, a nd with all applicable laws of the United States.

The authority granted shall be eff ective only during the period when the holder is in compliance with the conditions imposed above.

1/2008

### Appendix B The code-share operations authorized here a re subject to the following conditions:

(a) The statements of authorization will remain in effect only as long as (i) Continental, Continental Micronesia, and

Air New Zealand continue to hold the ne cessary underlying authority to operate the code-share services at issue, and (ii) the code-share agreement providing for the code-share operations remains in effect.

(b) Continental, Continental Micronesia, and/or Air New Ze aland, as appropriate, must notify the Department no later than 30 days before they begin any ne w code-share service under the code-share services authorized here. Such notice shall identify the market(s) to be served, which carrier will be operating the aircraft in th e code-share market added, and the date on which the service will begin. 1 Such notice should be filed in Docket DOT-OST-2005-20122.

(c) Continental, Continental Micronesia, and/or Air New Ze aland, as appropriate, must promptly notify the Department if the code-share agreement providing fo r the code-share operations is no longer effective or if the carriers decide to cease operating all or a portion of the a pproved code-share services. Such notic e should be filed in Docket DOT-OST2005-20122. 2

(d) The code-sharing operations conduc ted under this authority must comply with 14 CFR 257 and with any amendments to the Department’s regulations concer ning code-share arrangement s that may be adopted. Notwithstanding any provisions in the contract between th e carriers, our approval here is expressly conditioned upon the requirements that the subject foreign air transportation be sold in the name of the carrier holding out such service in the computer reservation systems and elsewhere; that the carrier selling such transportation ( i.e., the carrier shown on the ticket) accept responsibility for the entirety of the code-sha re journey for all obligations established in its contract of carriage with the passenger; that the passenger liability of the operating carrier be unaffected; and that the operating carrier shall not permit the code of its U.S. code-sharing partner to be carried on any flight that enters, departs, or transits the airspace of any area for whose airspace the Fede ral Aviation Administration has issued a flight prohibition.

(e) The authority to operate to third countries is subject to the condition that any service provided under the statement of authorization shall be consistent with all applicable agreements between the United States and the foreign countries involved. Furthermore, (i) nothing in the award of this blanket statement of authorization should be construed as conferring upon Continental or Continental Micronesia rights (i ncluding code-share, fifth fr eedom intermediate and/or beyond rights) to serve markets where U.S. carrier entry is limited unless Continental or Continental Micronesia notifies the Department of their intent to serve such a market and unless and until the Department has completed any necessary carrier selection procedures to determine which carri er(s) should be authorized to exercise such rights; and (ii) should there be a request by any carrier to use the limit ed-entry route rights that are included in the authority of Continental or Continental Micronesia by virtue of the blanke t statement of authorization granted here, but that are not then being used by Continental or Continental Micronesia, the holding of such authority will not be considered as providing any preference for Continental or Continental Micr onesia in a competitive carrier selection proceeding to determine which carrier(s) should be en titled to use the authority at issue. 3

(f) The authority granted here is specifically conditioned so that neither Continental, Continental Micronesia, nor Air New Zealand shall give any force or effect to any contract ual provisions between themselves that are contrary to these

conditions.

We may amend, modify, or revoke the authority gran ted at any time without hearing at our discretion.

1 Pursuant to the Department’s Notice In the Matter of Blanket Notification of Code-Share Service to Open Skies Partners and Points dated February 9, 2009, the joint applicants have provided blanket notification of their intent to engage in reciprocal code-share services between the Open Skies points as outlined in their application. The joint applicants also provided notice that, on or about March 1, 2010, the CO* code of Continental will be displayed on Air New Zealand flights in the following markets: 1) Los Angeles-Rarotonga; 2) Rarotonga-Auckland (excluding traf fic originating or terminating at Auckland and Rarotonga); 3) Auckland-Hong Kong (excluding traffic originating or terminating at Hong Kong and Auckland or other South Pacific and Asian points); and 4) Auckland-Nadi, Fiji (excluding traffi c originating or terminating at Auckland and Fiji).

2 We expect this notification to be received within ten (10) days after su ch non-effectiveness or of such decision.

3 The notice in paragraph (b) above can be used for this notification.