CODE SHARE AGREEMENT

Between

BRUSSELS AIRLINES NVISA

And

US AIRWAYS, INC.

PIEDMONT AIRLINES, INC., (d/b/a US Airways Express)

PSA AIRLINES, INC., (d/b/a US Airways Express)

March 28, 2010
Article 1

Article 2

Article 3

Article 4

Article 5

Article 6

Article 7

Article 8

Article 9

Article 10

Article 11

Articie 12

Article 13

TABLE OF CONTENTS

Definitions 2

1.1 Defined Terms

1.2 Headings

1.3 Clauses and Appendices

1.4 Singular and Plural

Code Share Flights 3

2.1 Code Sharing

2.2 Product Definition

2.3 Government Requirements

2.4 Affiliates

2.5 Code Share Agreement Letter

2.6 Cod Share Agreement Letter Language

2.7 Efforts to Obtain Code Share Agreement Letter

2.8 Government Requirements for Affiliates

General Requirements !'1

3.1 Operating Authority

3.2 Regulatory Compliance

3.3 Airworthiness

3.4 Disclosure

Flight Number Publication 5

4.1 Flight Number and Code

4.2 Disclosure of Operating Party

Schedule Changes 6

5.1 Schedule Changes

Computer Reservation Charges 6

6.1 Booking Fees

Payments 6

7.1 Prorates

7.2 Revenue Accounting

7.3 Direct Billing

7.4 Third-Party Ticketing

7.5 Flight Interruption Manifest

Tickets 6

8.1 Endorsement

8.2 Ticket Issuance

8.3 Fares

8.4 Non-Revenue/Reduced Travel

Station Procedures and Seat Reservations 7

9.1 Station Procedures

9.2 Seat Reservations

Claims Procedure and Immigration ..7

10.1 Claims Handling

10.2 Immigration and Customs

Irregular Flights and Oversales !l

11.1 Passenger Related Expenses

11.2 Alternate Flight Arrangements

11.3 Aircraft Substitutions

Policies, Rules and Procedures 8

12.1 Applicability

Compliance with Laws 8

13.1 Terms of the Agreement

13.2 Action of Parties

SN-US Code Share Agreernent.
Article 14

Article 15

Article 16

Article 17

Article 18

Article 19

Article 20

Article 21

Article 22

Article 23

Article 24

Article 25

Article 26

Article 27

Article 28

Article 29

Article 30

Joint Advertising and Sales Programs8

14.1 Code Share References

14.2 Promotional Plans

14.3 Sales and Marketing Expense

Communications9

15.1 Communications

Commercial Names, Products and Logos9

16.1 Ownership

16.2 Frequent-Flyer Programs

Governing Law9

17.1 Governing Law

Settlement of Disputes9

18.1 Mutuai Negotiation

18.2 Arbitration

18.3 Litigation in Limited Circumstances

Conditions of Carriage 10

19.1 Applicable Conditions of Carriage

19.2 Conflict

19.3 Liabiiity

Liability and IndemnitY.. 10

20.1 Passenger and Baggage

20.2 Empioyees and Property

20.3 Traffic Documents

20.4 Notice of Ciaim

20.5 Subcontracts

20.6 Exclusions

Insurance 11

21.1 insurance Coverage

21.2 Documentary Evidence

Taxes 12

22.1 Tax Responsibility

22.2 Ticket Taxes

22.3 Government Taxes

Term and Termination 13

23.1 Effective Date of Agreement

23.2 Term of Agreement

23.3 Star Alliance Membership

23.4 Default

23.5 Liability of Non-Defaulting Party

Post Termination Rights 13

24.1 Survival of Obligations

Confidentiality 14

25.1 Confidential Information

ExclusivitY.. 14

26.1 Third-Party Arrangements

Representations and Warranties 14

27.1 Representations and Warranties

27.2 Survival of Representations and Warranties

Force Majeure 15

28.1 Event of Force Majeure

28.2 Right of Termination

Independent Contractors 16

29.1 ~Iature of Reiationship

Waiver 16

30.1 Written Waiver

30.2 Future Performance

SN-US Code Share Agreement.
Article 31

Article 32

Article 33

Article 34

Article 35

Article 36

Article 37

Article 38

Article 39

Article 40

APPENDICES

Appendix A

Appendix B

Appendix C

Appendix D

Notices 16

31.1 Notices

31.2 Effective Delivery

Successors and Assignees 17

32.1 Successors and Assignees

No Third-Party Beneficiary 17

33.1 Beneficiaries

Construction 17

34.1 Construction of Agreement

Severability 18

35.1 Severability

Entire Agreement 18

36.1 Entire Agreement

36.2 Amendments

Safety and Security 18

37.1 Security Programs

37.2 Safety Audit

37.3 Reporting of ICAO Incidents

Counterparts 19

38.1 Counterparts

Enforcement 19

39.1 Enforcement

Environnemental 19

40.1 Enforcement

40.2 Emissions

Frequency, Schedule Planning and Seat Allotment. 21

Station Procedures 23

Reservations and Handling Procedures 32

Revenue Accounting Procedures 38

SN-US Code Share f-\greernent ii'
This Code Share Agreement Is made effective as of the 28th day of March, 2010

BY AND BETWEEN:

BRUSSELS AIRLINES NV/SA

a body corporate duiy created under the laws of Belgium and having its registered office

at:

Ringbaan luchthaven gebouw 26- b.house

Brussels Airport

1831 Diegem

Belgium

(hereinafter referred to as "SN" or "Operating Party" or "Marketing Party" as applicable)

AND:

US AIRWAYS, INC.

a body corporate duly created under the laws of the State of Delaware and having its

registered office at:

111 W. Rio Salado Parkway

Tempe, Arizona 85281

U.S.A.

PIEDMONT AIRLINES, INC., a body corporate duly created under the laws of the U.S.A.,

whose registered office Is at:

5443 Airport Terminal Road

Salisbury, Maryland

U.S.A.

PSA AIRLINES, INC., a body corporate duly created under the laws of the U.S.A., whose

registered office is at:

3400 Terminal Drive

Vandalia, Ohio

U.S.A.

(collectively hereinafter referred to as "US Airways" or "US" or "Operating Party" or

"Marketing Party" as applicable)

and individually and collectively referred to as "Party" and "Parties" respectively.

SN-US Code Share Agreement.
WHEREAS, SN and US Airways wish to enter into a code share arrangement in order to offer

competitive and cost effective air services between the countries concerned and improve the quality of

the air services they now offer in an attempt to widen consumer choice, all to the benefit of the travelling

public; and

WHEREAS, each Party desires to places its designator code on services operated by the other

Party as permitted under applicable law, regulations and policy, and subject to obtaining all necessary

government approvals; and

WHEREAS, each Party are each willing to perform in the manner and upon the terms and

conditions hereinafter set forth; and

WHEREAS, the Code Share arrangement will include affiliated carriers of SN and US Airways

and such other carriers as the Parties hereto agree and identify in Appendix A hereto as having Code

Share arrangements with them or an affiliated carrier ("Affiliates"), subject to proper commercial

agreements and government approvals;

NOW, THEREFORE, in consideration of the premises, the mutual covenants and conditions

herein contained, and other valuable considerations, the receipt and sufficiency of which is hereby

acknowledged, the Parties hereto, intending to be legally bound, agree as follows:

ARTICLE 1

DEFINITIONS

1.1 Defined Terms. The following terms are defined for the purpose of the Agreement:

(a) "Affiliate" shall mean any airline operating scheduled service on behalf of SN, US Airways

or US Airways Group, but which is not in whole or in part owned by SN or US Airways,

respectively, as listed in Appendix A hereto.

(b) "Agreemenf' or "Code Share Agreement" shall mean this agreement including all

appendices, as amended from time to time.

(c) "Code Share Flight(s)" shall mean a flight or flights operated by the Operating Party,

which also carry the designator code of the Marketing Party, on the routes set out in

Appendix A hereto, as amended from time to time.

(d) "Code Share Passenger(s)" shall mean the passenger(s) aboard a Code Share Flight,

travelling on a Marketing Party's flight coupon.

(e) "Operating Party" shall mean, with respect to the Code Share Flights, the Party who

operates such Code Share Flights with its own or leased aircraft.

(f) "Marketing Party" shall mean, with respect to the Code Share Flights, the Party who does

not operate such Code Share Flights with its own or leased aircraft, but places its code

on flights of the Operating Party and sells seats on such flights.

(g) "Conditions of Carriage" shall mean those conditions of contract contained in the tariffs

and rules of carriage of a Party that govern the transport of its passengers.

(h) "lATA" shall mean International Air Transport Association.

(i) 'Taxes" means all taxes, assessments, fees, levies, imposts, duties, stamp taxes,

documentary taxes or other charges of a similar nature, including without limitation,

income taxes, value added taxes, sales taxes, excise taxes, transactional taxes,

SN-US Code Share Agreernent. 2
exchange control taxes and/or fees and interest and penalties related to the foregoing

including Ticket Taxes that may be imposed by any competent authority.

UJ 'Ticket Taxes" means all applicable ticket ad valorem excise taxes, segment taxes,

duties, departure taxes, arrival taxes, value added taxes, inspection fees, passenger

facilities charges, security taxes and fees, or any other similar taxes, fees, charges and

surcharges applicable to the transportation, including related interest and penalties.

1.2 Headings. The headings contained in this Agreement are inserted purely for ease of reference

only and neither form an operative part of this Agreement nor shall be used in interpreting the

meaning of any provision of this Agreement.

1.3 Clauses and Appendices. References in this Agreement to clauses or appendices are to clauses

of or appendices to this Agreement. The Appendices A-D annexed to this Agreement shall be

deemed incorporated into this Agreement by reference. In the event of conflict between the

provisions of this Agreement and the Appendices, the provisions of this Agreement shall prevail.

1.4 Singular and Plural. References to the singular include references to the plural and vice versa.

ARTICLE 2

CODE SHARE FLIGHTS

2.1 Code Sharing. The Parties shall mutually designate certain flights on each other's services on

which the Parties shall place their respective designator codes, which may include flights

operated by their Affiliates, serving the city-pairs identified in writing by the Parties from time to

time without the need to formally amend this Agreement. Any such writing shall be deemed a

part of and incorporated into this Agreement. The initial list of Code Share routes on which the

Parties and their Affiliates may code-share is attached hereto as Appendix A, as amended from

time to time.

2.2 Product Definition. The Parties shall strive to devise as seamless a product as possible with the

goal of providing the best product to Code Sharing Passengers. The specification and provision

of the onboard product offered on Code Share Flights shall be the responsibility of the Operating

Party. The Parties shall periodically review their joint product to seek other product improvements

that contribute to as seamless as possible passenger experience.

2.3 Government Reguirements. The Parties acknowledge that, at the beginning of the term of this

Agreement and from time to time when the Parties change the Code Share Flights, they will need

to obtain additional authority from applicable Government authorities. The Parties shall use their

commercially reasonable efforts to obtain such additional authority. Notwithstanding any1hing in

this Agreement to the contrary, no Party shall be deemed to have made a false or misleading

representation or warranty or to have failed to perform its obligations under this Agreement

merely because the additional authority contemplated in this section has not yet been obtained by

a Party, or because a Party's request for such additional authority is denied by any applicable

Government authority.

2.4 Affiliates. US agrees to work in good faith to obtain from each US Affiliate a Code Share

Agreement Letter, as defined in subsections 2.5 and 2.6, and SN agrees to work in good faith to

obtain from each SN Affiliate a Code Share Agreement Letter, as defined in subsections 2.5 and

2.6. As applicable to each Affiliate, once so obtained, delivered, and executed as provided

herein, each Party and the other's Affiliates will be permitted to Code Share on the flights

operated by that Affiliate and visa versa subject to the terms and conditions specified herein.

SN-U8 Code Share Agreement 3
2.5 Code Share Agreement Letter. A Code Share Agreement Letter will be an agreement under

which the applicable Affiliate agrees to be subject to the terms and conditions of the Agreement

as though it were US for US Affiliates or SN for SN Affiliates, subject to the following:

(a) With regard to subsection 8.2 of the Agreement, it is acknowledged that Affiliates do not

issue tickets. With regard to subsections 7.1 and 8.3 of the Agreement the counter-party

to each Party will be the other Party rather than the Affiliate.

(b) For the purposes of subsections 4.1, 5.1, and 6.1 of the Agreement, for flights operated

by US Affiliates, US will be deemed the Operating Party and for flights operated by SN

Affiliates, SN will be deemed the Operating Party.

(c) Subsections 14.1, 14.2, and 15.1 of the Agreement do not apply to the Affiliates.

(d) Although US and SN remain obligated to each other to comply with the provisions set

forth in Articles 20 and 21 of this agreement, the parties acknowledge that Affiliates of US

and SN have different insurance requirements, as set forth by the separate agreements

between US and its Affiliates, and between SN an its Affiliates (each an "Affiliate

Agreement"). Furthermore, the parties agree that Affiliates are required to comply with

the insurance requirements set forth in their respective Affiliate Agreements and not this

Code Share Agreement. Notwithstanding the foregoing, as between US and SN, the

provisions set forth in Article 20 and 21 shall prevail.

2.6 Code Share Agreement Letter Language. It is agreed that a Code Share Agreement Letter will

be evidenced by submission by a Party to the other of a document that includes the following text:

[Name of Affiliate] ("Affiliate") agrees to be subject to the terms and

conditions of the Code Share Agreement between US Airways, Inc. and

Brussels Airlines NV/SA dated [date of agreement] ("Code Share

Agreement") as though it were [US or SN] and as though the entire Code

Share Agreement were restated as being between Affiliate and [US or

SN], subject to the conditions specified in subsection 2.5 of that

Agreement and the other terms and conditions thereof.

Furthermore, [US or SN] and Affiliate agree that with regard to Article 9

(Station Procedures and Seat Reservations), Article 10 (Claims

Procedure and Immigration), Article 11 (Irregular Flights and Oversales)

and Article 19 (Conditions of Carriage) of the Code Share Agreement,

[US or SN] will remain the Operating Party for flights operated by Affiliate.

Notwithstanding the foregoing, with regard to costs and expenses, or any

liability, referenced in Article 10 or 11 of the Code Share Agreement that

are allocable to Affiliate, but which [US or SN] has approved or paid for,

[US or SN] and Affiliate agree that the terms and conditions of the [Title of

Agreement between US or SN and Affiliate], effective [insert date], as

amended ("Affiliate Agreemenf') shall govern the parties' responsibility for

payment settlement.

Finally, with regard to Code Share Agreement Article 20 (LiabiHty and

Indemnity), [US or SN] and Affiliate agree that [US or SN] will remain the

Operating Party for purposes of the Code Share Agreement, but that any

[Marketing carrier] passengers will be considered to be [Operating carrier]

passengers for purposes of resolving equivalent liability and indemnity

issues under the Affiliate Agreement.

Such letter will be from an authorized officer of the applicable Affiliate and signed by an

authorized representative of SN or US. The other Party agrees to promptly countersign such

letters and return them promptly to such Affiliate with a copy to the other Party.

SN-US Code Share Agreement.
2.7 Efforts to Obtain Code Share Agreement Letter. It is acknowledged and agreed that this

Agreement estabiishes a mechanism for establishing Code Sharing arrangements between SN

and the US Affiliates and between US and the SN Affiliates. It is further agreed that the efforts to

obtain the Code Share Agreement Letters will fulfil each Party's duties under subsection 2.4.

2.8 Government Reguirements for Affiliates. It is agreed that Code Share Flights operated by

Affiliates requires approval of governmental authorities. The Parties agree to pursue such

approval diligently and in good faith.

ARTICLE 3

GENERAL REQUIREMENTS

3.1 Operating Authority. Both Parties shall maintain the requisite operating authorities and all other

permits. licences. certificates and insurances required by governmental authorities to enable both

Parties to operate or market the Code Share Flights covered by this Agreement.

3.2 Regulatory Compliance. Both Parties shall conduct all Code Share Flights in compliance with the

requirements of the civil aviation authorities of Belgium, the United States of America. any

required third-country approvals. and all other applicable governmental regulations. Both Parties

shall operate the Code Share Flights with its own or leased aircraft and crews in accordance with

and subject to its usual business practices, without prejudice to the provisions of section 20.5.

3.3 Airworthiness. The aircraft shall be supplied by each Operating Party in an airworthy and

operable condition, duly manned and equipped so as to be fit for the operation as agreed by both

Parties. The aircraft shall also remain under the technical and operational control of the

Operating Party at all times and shall be operated in accordance with each Operating Party's

requirements and procedures.

With 30 days written notice and allowing for minimal disruption of operations the Marketing

Carrier may perform an audit of the Safety and Operating Practices / Procedures of the Operating

Carrier, at the discretion and full expense of the Marketing Carrier. Results from an independent

third-party audit may be used to fulfil this requirement.

3.4 Disclosure. Each Party shall ensure that passengers will be appropriately informed of which

carrier is the Operating Party at the time of reservation/ticketing of the Code Share Flights.

ARTICLE 4

FLIGHT NUMBER PUBLICATION

4.1 Flight Number and Code. SN and US Airways shall cause the Code Share Flight numbers to be

published in computer reservations systems (CRS) used by them. flight information display

systems, the Official Airline Guide, flight schedules, timetabJes and other simi1ar publications and

advertisements. To facilitate the schedule filing process. both Parties shall supply to each other

the necessary schedule details in sufficient time to meet applicable filing deadlines. Each Party

shall bear its own costs for the publication of the services or connections for the code-share

services in any paper document or electronic distribution system/device.

4.2 Disclosure of Operating Party. Both Parties shall ensure that the Operating Party is clearly

identified in all public communications and advertisements in compliance with any applicable

regulations.

SN-US Code Share Agreement
ARTICLE 5

SCHEDULE CHANGES

5.1 Schedule Changes. Each Party shall have the unilateral right to modify its schedules, and to add

or discontinue individual flights or routes, in its sole discretion; provided, however, that each Party

shall give reasonable notice to the other Party of such changes affecting the Code Share Flights

prior to implementing any such schedule alteration, route addition or discontinuation. The Parties

also agree to consult with each other on the schedule, type of aircraft, and frequency of the

service to be offered on the Code Share flights in order to maximise the commercial opportunities

available to both parties. It is understood by both parties that such consultations do not obligate

either party to make a change to current schedules, aircraft types or frequencies.

ARTICLE 6

COMPUTER RESERVATION CHARGES

6.1 Booking Fees. The Operating Party shall be responsible for any booking/cancellation fee

charged by the vendor of a computer reservation system on a Code Shared service of its

operated flight. If such a fee is billed to the Marketing Party, the Operating Party shall reimburse

the Marketing Party.

ARTICLE 7

PAYMENTS

7.1 Prorates. Each Party shall invoice the other Party through the lATA Clearing House in

accordance with its procedures for amounts due pursuant to the Special Prorate Agreement

made between the Parties in conjunction with this Agreement.

7.2 Revenue Accounting. Revenue accounting procedures in respect of the Code Share Flights shall

be as set out in Appendix D, as amended from time to time.

7.3 Direct Billing. Whenever possible, the booking/cancellation fees shall be billed directly by the

GDS to the Operating Party.

7.4 Third-Party Ticketing. All coupons issued by third parties shall be invoiced to such third parties

directly by the Operating Party. The Marketing Party will assist the Operating Party with

collection of appropriate revenues in the event the Operating Party is unable to collect revenues

from a third party.

7.5 Flight Interruption Manifest. Marketing Party passengers transferred to the Operating Party under

the Flight Interruption Manifest rules (FIM passengers) will be charged by the Operating Party to

the Marketing Party at the rates as per normal Multilateral Proration Agreement (MPA) rules if not

otherwise agreed in a separate Special Prorate Agreement beMeen the Parties,

ARTICLE 8

TICKETS

8.1 Endorsement. Tickets issued with either Party's flight numbers for the Code Share Flights shall

be accepted by the other Party for carriage without the necessity for endorsement.

8.2 Ticket Issuance. Each Party shall issue tickets for Code Shared Flights subject to the regulations

set forth in the lATA Multilateral Interline Traffic Agreement (MITA), as may be amended from

time to time

SN-US Code Share Agreement. 6
8.3 Fares. Fares for air transportation on all Code Shared Flights shall be individually established by

each Party for passengers booked under its respective designator code, subject to applicable

bilateral air service agreements and applicable laws and regulations.

8.4 Non-Revenue/Reduced Travel. Non-revenue or reduced-revenue travel on a Party's flights shall

only be ticketed using the Operating Party's designator code, and such ticket issuance shall be

governed by the terms and conditions contained within the applicable non-revenue or reducedrevenue travel agreement between the parties.

ARTICLE 9

STATION PROCEDURES AND SEAT RESERVATIONS

9.1 Station Procedures. Station and ground handling procedures shall be set out in Appendix B

hereto, as amended from time to time. The Operating Party shall provide all Marketing Party

passengers on each of the Services with service at least as good as that given to the Operating

Party's own passengers. For avoidance of doubt, the Operating Party shall operate codeshare

flights, including in-flight services, in accordance with its own service standards. Customer

relations and complaints handling procedures (including in relation to baggage claims) shall also

be handled by the Parties in accordance with Appendices hereto.

9.2 Seat Reservations. Seat reservations on the Code Share Flights shall be effected and

administered in accordance with Appendices hereto, as amended from time to time. Special

passenger requirements shall be honored to the extent reasonably possible by the Operating

Party and in any event in accordance with Appendices hereto. The Parties agree that any

passenger information supplied by the Marketing Party to the Operating Party belongs to the

Marketing Party. The Operating Party undertakes to keep all such information confidential and

not to use it other than for the reasons specifically set out in this Agreement to accommodate

passengers on the Services.

ARTICLE 10

CLAIMS PROCEDURE AND IMMIGRATION

10.1 Claims Handling. The Operating Party shall apply its procedures for claims handling for all

passengers on the Code Share Flights. The Operating Party shall bear the costs for handling

passenger, baggage and cargo claims of all passengers on the Code Share Flights consistent

with its claims handling procedures and final claims handling authority will be the sole

responsibility of the Operating Party.

10.2 Immigration and Customs. The Operating Party shall be liable for any and all expenses

associated with immigration and customs documentation of the Code Share Passengers and

shall indemnify and hold harmless the Marketing Party for all costs and expenses related thereto,

unless the Marketing Party provides such services through a ground handling agreement with the

Operating Party, in which event the terms of that agreement shan apply. Notwithstanding the

foregoing, the Parties agree that the carrier conducting the initial check-in of a passenger will use

reasonable efforts to verify that the passenger's documentation is valid and complete. The

Parties agree to closely monitor the immigration and customs handling. Furthermore, the Parties

shall regularly review the situation and take appropriate actions to make sure that the customer is

properly documented for entry into the destination country and properly documented for any

transit points enroute.

SN-US Code Share Agreement 7
ARTICLE 11

IRREGULAR FLIGHTS AND OVERSALES

11.1 Passenger Related Expenses. In the event of flight delays, cancellations, other flight irregularities

or oversales as a result of matters within the Operating Party's direct control affecting the Code

Share Flights, the Operating Party shall bear all costs associated with off-loading and downgrading of passengers, and accommodating passengers delayed and affected by cancellations,

or passengers otherwise subjected to flight irregularities. The Parties shall on a regular basis

review existing procedures for accommodating passengers with respect to flight irregularities and

oversales to determine their adequacy for the purpose of this Agreement and will make such

adjustments to existing procedures as they find necessary and appropriate.

11.2 Alternate Flight Arrangements. In the event of a cancellation, oversale or a diversion of a Code

Share Flight, the Operating Party or its nominated agent shall, with the assistance of the

Marketing Party, if available, make necessary arrangements to transport passengers to their

destinations. Where possible, the Parties shall reroute passengers on each other's flights.

11.3 Aircraft Substitutions. The Operating Party may substitute from time to time an alternative aircraft

type and shall, in such event, advise the Marketing Party accordingly, within a reasonable period

of time.

ARTICLE 12

POLICIES, RULES AND PROCEDURES

12.1 Applicability. In the event this Agreement is silent with respect to which of SN's or US Airways'

policies, rules and procedures are applicable and in the absence of any applicable agreement,

law or regulation, the policies, rules and procedures of the Operating Party shall apply to the

extent consistent with the terms of this Agreement.

ARTICLE 13

COMPLIANCE WITH LAWS

13.1 Terms of the Agreement. The terms and conditions of this Agreement shall always be in

accordance with all applicable laws (including government rules, regulations and orders) of the

countries of the Parties or other countries concerned, or interstate conventions and/or

arrangements. If such is not the case, the Parties shall confer in order to amend the Agreement

to the extent required or to jointly find any other solution suitable to the continuation of the

operation.

13.2 Action of Parties. Nothing in this Agreement shall require either Party to contravene any law or

regulation. The Parties hereby confirm that all transportation services and advertising or other

forms of solicitation in respect of the Code Share Flights shall comply in full with applicable laws

and regulations.

ARTICLE 14

JOINT ADVERTISING AND SALES PROGRAMS

14.1 Code Share References. Both Parties shall include mutually agreed references to the cooperation in all marketing and promotional activities undertaken in support of their Code Share

Flights after the effective dete of this Agreement.

14.2 Promotional Plans. Both Parties shall develop plans for mutually agreeable advertising and sales

programmes, where appropriate.

SN-US Code Share Agl'eement. 8
14.3 Sales and Marketing Expense. Each Party may maintain, and wiil be individually responsible for

the expense of its own sales and marketing offices wherever situated.

ARTICLE 15

COMMUNICATIONS

15.1 Communications. The Code Share Flights shall be marketed to the public using both the SN and

US designator codes and incorporating, where reasonably appropriate and feasible, the various

SN and US Airways trademarks, service marks, logos, and other symbols used by SN and US

Airways.

ARTICLE 16

COMMERCIAL NAMES, PRODUCTS AND LOGOS

16.1 Ownership. The Parties reciprocally recognise the property and title of each other in their

commercial names, products and logos. Except as otherwise permitted under this Agreement,

neither Party shall use the commercial names, products and logos or code designator of the other

Party, without the prior written consent of the other Party and then oniy in the form, styie and

colours specifically permitted.

16.2 Freguent-Flyer Programs. Each Party shall abide by the rules and procedures as set out in the

bilateral participation agreements in relation to the respective frequent-flyer programs.

ARTICLE 17

GOVERNING LAW

17.1 Governing Law. The Parties agree that this Agreement shall be governed by and construed in

accordance with the law, including the common law, of the United States and the State of New

York, without reference to principals of choice or conflicts of law.

ARTICLE 18

SETTLEMENT OF DISPUTES

18.1 Mutual Negotiation. In the event of a dispute under this Agreement, SN and US agree to use

their best efforts to resolve by mutual negotiation any dispute that may arise with respect to the

operation of this Agreement, rts Annexes, Attachments or other written amendments.

18.2 Arbitration. Where such dispute has not been settled within thirty (30) days after notice from

either Party to the other of the existence of the dispute, the Parties agree that, at the request of

either Party, such dispute shall be finally settled by arbitration as per lATA-Resolution 780 as

amended or substituted from time to time or any respective resolution current at the time of

reference to arbitration, using a single arbitrator jointly selected by the Parties. Where the Parties

cannot agree upon a single arbitrator, such arbitrator shall be designated by the Secretary

General of lATA. Such arbitration shall be binding with the following conditions: (a) the place of

arbitration shall be Geneva, Switzerland; (b) the proceeding shall be conducted in English; (c) the

arbitrator will decide the assignment of the costs of the arbitration; (d) the proceeding will be

closed except to the parties, their attorneys, representatives, witnesses and experts, all of whom

SN-US Code Share Agreement. 9
must agree to maintain the confidentiality of the dispute; and (e) the existence, proceeding and

resolution of the dispute will be kept confidential by the parties and will only be disclosed to

parties and individuals with a need to know of its existence and who will agree to maintain

confidentiality.

18.3 Litigation in Limited Circumstances. The Parties agree that each shall have the right to file a

lawsuit against the other to resolve a dispute only under the following circumstances:

ill the dispute is regarding the recovery of revenues under this agreement;

.au the dispute involves a third-party's claims; or

mu the dispute is a matter of urgency which cannot be timely addressed through

arbitration.

The parties further agree that any lawsuit filed under this section shall be filed exclusively in the

Courts of the State of New York, or the U.S. Federal District Court for the Southern District of

New York.

ARTICLE 19

CONDITIONS OF CARRIAGE

19.1 Applicable Conditions of Carriage. In relation to the contract between the Marketing Party and its

passengers that travel on an Operating Party's flight the applicable Conditions of Carriage (i.e.

those of the Marketing Party and/or the Operating Party) shall be determined in accordance with

the provisions of the Montreal Convention (or any other Convention law or regulation which shall

for the time being govern the applicability of such Conditions of Carriage). Insofar as the

applicability of such Conditions of Carriage shall not be governed by the Montreal Convention or

any other relevant Convention law or regulation, the Conditions of Carriage of the Marketing Party

shall apply to such contract.

19.2 Conflic!. In the event of a conflict or inconsistency between the Operating Party's Conditions of

Carriage and the Marketing Party's Conditions of Carriage which cannot be solved through

mutual understanding of the Parties or which must be solved immediately due to operational

urgency, then, the Operating Party may conduct its services with respect to all Code Share

passengers in conformity with its own Conditions of Carriage as the case may be, provided that

obligations to passengers of both the Operating Party and the Marketing Party shall remain in

accordance with all applicable regulatory requirements.

19.3 Liability. The parties agree that, for matters covered by the Montreal Convention, limits of liability

shall be determined in accordance with the Montreal Convention. Notwithstanding this, or the

provisions of subsections 19.1 and 19.2, the Marketing Party agrees that, for matters not covered

by the Montreal Convention, or any other Convention law or regulation which shall for the time

being govern the applicability of such Conditions of Carriage, the Operating Party's liability to the

Marketing Party under this Agreement is limited to that permitted in the Operating Party's own

Conditions of Carriage, as amended from time to time,

ARTICLE 20

LIABILITY AND INDEMNITY

20.1 Passenger and Baqoaoe The Operating Party shall indemnify and hold harmless the Marketing

Party and its directors, officers, employees and agents from all liabilities, damages and claims

inclUding all costs and expenses incidental thereto (collectively "Claims) which may occur against,

be charged to or recoverable from the Marketing Party and its directors, officers, employees or

agents by reason of death or injury to any person, loss of or damage to property, including

without limitation baggage, cargo or mail or delay resulting therefrom suffered by third parties,

SN-US Code Share J\greement. 10
passengers and non-passengers arising out of or in any way connected with the Code Share

Flights, unless due to the gross negligence and/or wilful misconduct of the Marketing Party, its

directors, officers, empioyees and agents.

20.2 Employees and Property. Each Party shall indemnify and hold harmless the other Party and its

directors, officers, employees and agents from all liabilities, damages, demands and claims

including all costs and expenses for any injury to or death of employees of the indemnifying Party

on duty under this Agreement (except when these are ticketed passengers of the other Party), or

any loss of or damage to property (including aircraft) of the indemnifying Party resulting from,

arising out of or in any way connected with the Code Share Flights except to the extent due to the

gross negligence and/or wilful misconduct of the other Party or any of its directors, officers,

employees or agents.

20.3 Traffic Documents. Each Party shall assume the entire responsibility for the issuance of its own

traffic documents and the reservation of space, and shall indemnify the other Party, its directors,

its officers, employees and agents against all liabilities, damages, demands and claims including

all costs and expenses arising therefrom, provided that such indemnification shall not cover

claims caused by the gross negligence or wilful misconduct of the other Party or any of its

directors, officers, employees or agents.

20.4 Notice of Claim. Each Party undertakes to advise the other Party of any claim, action or

proceeding that is presented to or instituted against it in respect of matters to which the

indemnities in subsections 20.1 or 20.3 above are applicable and the Parties agree to co-operate

in the resolution, settlement or defense thereof.

(a) For the avoidance of doubt, the indemnified Party shall allow the indemnifying Party, if

the indemnifying Party so requests, to conduct and control the defence of such claims

and any related settlement negotiations.

(b) Notwithstanding the above, if so requested by the Code Share Passengers of the

Marketing Party, the Marketing Party, subject to Operating Party's insurers agreement,

shall handle such claims on behalf of the Operating Party in accordance with its own

procedures and payment of such claims. However, the Marketing Party shall inform and

consult with the Operating Party about these claims, in accordance with 19.3. Thereupon

the Operating Party shall indemnify the Marketing Party for such payment.

20.5 Subcontracts. If the Operating Party subcontracts the operation of a service to a third Party, the

liability of the Operating Party shall remain unaffected, and the Operating Party will ensure that an

indemnity clause similar to subsection 20.1 and similar insurance requirements with no less

stringent conditions and complying in all respects with Article 21 are included in the subcontract.

20.6 Exclusions. Neither Party will be liable to the other Party for any indirect, special, incidental or

consequential damages, including lost revenues, lost profits, or lost prospective economic

advantage, whether or not foreseeable and whether or not based on contract, tort, warranty

claims or othervvise in connection with this Agreement. and/or the products or services provided

hereunder, and each carrier hereby releases and waives any claims against the other carrier

regarding such damages.

ARTICLE 21

INSURANCE

21.1 Insurance Coverage. During the term of this Agreement, the Operating Party shall procure and

maintain the following insurance coverage in support of the Code Share Flights operated by such

Party and cause their insurers to acknowledge the terms and conditions of the indemnities, as

required by this Agreement:

SN-U8 Code Share Agreement.
(a) Aircraft Hull and Hull War and Allied Perils Insurances for the aircraft provided and shall

cause its insurers to waive any and all rights of subrogation against the other Party, its

directors, its officers, employees, and agents to the extent the Operating Party has

agreed to waive its rights against or indemnify the other Party hereunder.

(b) Aircraft Third Party, Passenger, Baggage, Cargo and Mail Legal Liability Insurance for a

combined single limit (bodily injury/property damage) of at least one billion United States

dollars (USD $1,000,000,000) each occurrence. Such legal liability insurance shall

contain the following provisions:

(i) include the other Party, its directors, its officers, employees and agents as additional

insured (the "Additional Insureds") with respect to the Operating Party's indemnification

obligations hereunder.

(ii) provide that the insurance shall operate in all respects as if a separate policy had

been issued covering each Party insured hereunder. Notwithstanding the foregoing, the

total liability of insurers in respect of any and all insureds shall not exceed the limits of

liability stated in the policy.

(iii) provide that this insurance shall be primary and without right of contribution from any

other insurance carried by the Additional Insureds.

(iv) provide that the cover afforded to each Additional Insureds by the policy shall not be

invalidated by any act or omission (including misrepresentation and non-disclosure) of

any other insured or Party which results in a breach of any term, condition or warranty of

the policy provided that the Additional insured so protected has not caused, contributed

to or knOWingly condoned the said act or omission.

(v) provide that, except in respect of any provision for cancellation or automatic

termination specified in the policy or any endorsement thereof, the cover provided may

only be cancelled or materially altered in a manner adverse to the Additional Insureds by

the giving of not less than thirty (30) days notice in writing, except in the event of

cancellation due to non-payment of premium where such notice shall be ten (10) days,

and except that with respect to war and allied perils coverage, such period of notice shall

be seven (7) days or such lesser period as may be customarily available.

(c) Third-Party Liability War Risk insurance as per AVN52E or equivalent and FAA Chapter

443 War Risk Insurance for U.S. carriers, and excess insurance cover and/or government

assisted protection for an amount not less than one billion United States dollars (USD

$1,000,000,000) for anyone occurrence and in the annual aggregate.

21.2 Documentary Evidence. Each Carrier shall provide the other with certificates of insurance as

indicated by the insurance terms of this Agreement prior to the first flight hereunder and prior to

each and every renewal of such insurance.

ARTICLE 22

TAXES

22.1 Tax Responsibility. Each Party shall be responsible for any net or gross income or franchise

Taxes on the revenues or income or any measure thereof which is attributable to it in connection

with the sale of air transportation pursuant to this Agreement. Each Party shall be responsible for

and pay such Taxes on the portion of such revenues or income attributable to it in relation to any

interline service charge.

SN-US Code Share Agreement. 12
22.2 Ticket Taxes. With respect to the sale of air transportation, the ticketing carrier shall collect and

remit to the appropriate taxing authority or to the paying Party all Ticket Taxes required to be

collected and remitted by such Party.

22.3 Government Taxes. Each Party shall pay any Taxes imposed upon it by any governmental or

regulatory authority not required to be paid by the other Party hereto in accordance with the terms

hereof.

ARTICLE 23

TERM AND TERMINATION

23.1 Effective Date of Agreement. Subject to any required government approvals, this Agreement

shall become effective March 28, 2010, and shall apply to all reservations made on or after the

March 28, 2010, in respect of flights operating on or after the March 28, 2010.

23.2 Term of Agreement. The Agreement shall remain in full force indefinitely, This Agreement may

be terminated by either carrier upon prior written notice, such notice having effect on the last day

of the lATA scheduling season so long as the notice is provided at least ninety (90) days prior to

the end of the current lATA scheduling season. if such notice Is given with less than ninety (90)

days remaining in the current lATA scheduling season, then such notice shall be effective on the

last day of the following lATA scheduling season.

23.3 Star Alliance Membership: SN may terminate this Agreement with at least ninety (90) days notice

if US withdraws or is expelled from the Star Alliance. US may terminate this Agreement with at

least ninety (90) days notice If SN ceases plans to join Star Alliance or, following completion of its

membership, withdraws or is expelled from the Star Alliance.

23.4 Default. Any default of this Agreement (except as to events described in subsections 23.3 or

23.5, In which case termination may be Immediate) which Is not remedied within thirty (30) days

of receipt of written notice of such default shall give the non-defaulting Party the right to terminate

this Agreement with Immediate effect.

23.5 Liability of Non-Defaulting Party. In the event of termination under this Article, the terminating

Party shall not be liable for any expenses, costs or damages of any kind incurred by the other

Party as a consequence of such termination or any compensation by reason thereof as long as

the notice of termination is legally given in accordance herewith.

ARTICLE 24

POST TERMINATION RIGHTS

24.1 Survival of Obligations. Termination of this Agreement by either Party shall not absolve either

Party from the obligations accrued prior to that termination. Obligations that are of a continuing

nature shall survive the termination of this Agreement. Upon the expiration or termination of this

Agreement, Including a notice of termination, whichever occurs earlier, the Parties agree to honor

tickets issued by either Party prior to such expiration or termination, for transportation on a Code

Share Flight.

SN-US Code Share Agreement. 13
ARTICLE 25

CONFIDENTIALITY

25.1 Confidential Information. Save as required to make the requisite filings with the respective

government authorities, the Parties shall maintain the confidential nature of this Agreement, and

shall not disclose its contents to any third party except in any proceeding to enforce any provision

of this Agreement or when otherwise required by iaw or government order, unless prior written

consent of the other Party has been given. The foregoing confidentiality obligations shall also

apply to all proprietary information or data received from and designated as such by the

disclosing Party.

ARTICLE 26

EXCLUSIVITY

26.1 Third-Party Arrangements. This is a non-exclusive Agreement and does not prevent either Party

from entering into or maintaining existing marketing arrangements or Code Share arrangements

with any other third party.

ARTICLE 27

REPRESENTATIONS AND WARRANTIES

27.1 Representations And Warranties. Each Party represents and warrants to the other Party as

follows:

(a) Organizations and Warranties of the Parties. It is dUly incorporated and a validly existing

corporation in good standing and has the requisite powers and authorities to own,

operate and lease the properties and assets it now owns, operates and leases and to

conduct its business as it is now being conducted.

(b) Authority Relative to this Agreement. It has the corporate powers and authorities to enter

into, execute and deiiver this Agreement and to consummate the transactions

contemplated hereby in accordance with the terms hereof. The execution and deiivery of

this Agreement and the consummation of the transactions contemplated hereby has been

duly authorized by all necessary corporate action on its own behaif. This Agreement has

been duly and validly executed and delivered and is, assuming due execution and

deiivery by the other Party thereof and that the other Party has full legal power and right

to enter into such agreements or instruments, a valid and binding obiigations of it,

enforceabie against the other Party in accordance with its terms, except that such

enforceability shall be limited by applicable bankruptcy, insolvency, reorganization,

moratorium, or other similar laws affecting the rights of creditors generally or the

application of generai principies of equity, regardless of whether in a proceeding at law or

in equity.

(c) No Violations. Neither the execution and delivery of this Agreement by it, nor the

consummation by it of the transaction contemplated hereby:

(1) conflicts with or results in a breach of, or constitutes a default (or gives rise to

any right to termination, cancellation or acceleration) under any of the terms,

conditions or provisions of:

(i)

SN·US Code Share Agreement.

the Certificate of Incorporation or By-Laws of it;

14
(ii) any indenture, mortgage, lease, deed of trust, pledge, loan or credit

agreement, employee benefit plan, collective bargaining agreement, or

any other similar contract to which it is party; or

(iii) any jUdgement, order, writ, injunction or decree of any domestic or

foreign court or governmental agency, other than, in the case of (il and

(II) above, those conflicts, breaches or default which, in the aggregate,

would not reasonably be expected to have a material adverse effect on

the operations contemplated by this Agreement ("Adverse Effect"), or

(2) violates or conflicts with any federal, state, local, or foreign law, rule, or regulation

to which it is subject, other than those violations or conflicts which, in the

aggregate, would not reasonably be expected to have an Adverse Effect.

(d) Approvals and Consents. To its best knowledge, no notice to, filing or registration with,

or permit, authorization, consent or approval of any governmental agency or third party is

necessary or required to be made or obtained by it in connection with the execution and

delivery of this Agreement other than specified in subsections 3.1 and 3.2 above.

27.2 Survival of Representations and Warranties. Each representation and warranty made by each

Party to this Agreement shall survive the execution of this Agreement for a period of two years

during which time indemnification may be sought for a breach of such representation or warranty.

Each covenant and agreement made by each Party shall survive the execution of this Agreement.

ARTICLE 28

FORCE MAJEURE

28.1 Event of Force Majeure. Neither Party to this Agreement. shall be liable to the other for any

failure to fulfill any of its obligations under this Agreement, other than its obligations under Article

7 hereof and without prejudice to accrued rights and liabilities, -if such failure is due to any cause

beyond its control and not caused by its defaUlt, including, without limitation, acts of God, acts of

public enemies, acts of orders of any governmental authority, fire, explosions, floods, air traffic

control delays, strikes, lockouts, labor disputes, embargoes, declared or undeclared war,

imminence of war, civil war, riots, insurrection, civil disorder, terrorist actions, epidemics or

quarantine (hereinafter referred to as force majeure). If either Party is affected by any case of

force majeure, it shall promptly notify the other Party of its nature and extent. The Party so

prevented or delayed shall be excused from such non performance to the extent and during the

period of prevention or delay without however extending the term of this Agreement and shall

exercise all due diligence to minimize the extent of the prevention or the delay in the performance

of its obligations hereunder.

The termination of the force majeure shall similarly be notified.

1n case force majeure fasts longer than 30 (thirty) consecutive days from the date of its notice, then

both parties shall meet and agree on the necessary arrangements for the further implementation of

this Agreement or of the termination the same, but without prejudice to accrued rights and liabilities.

28.2 Right of Termination. In the event that the condition that has given rise to the failure of

performance cannot be removed by the non-performing Party within a reasonable time, then the

other Party, after consultations, shail have the right to terminate this Agreement without further

obligation or liability to the non-performing Party, subject to a notice in writing to that effect given

sixty (60) days prior to termination.

SN-US Code Share Agreement. 15
ARTICLE 29

INDEPENDENT CONTRACTORS

29.1 Nature of Relationship. The Parties hereby confirm that they are independent contractors and

nothing herein is intended or shall be construed to create or establish a partnership or joint

venture. Accordingly, subject to Article 20, each Party shall assume its own liabilities and

responsibilities and shall indemnify and hold harmless the other Party regarding any claims,

demands or any other actions related to taxes, labour relations, sub-contractors and agents. The

Parties expressly acknowledge that they do not enjoy antitrust immunity with each other and must

follow all applicable competition laws.

ARTICLE 30

WAIVER

30.1 Written Waiver. At any time, to the extent permitted by iaw, any term or provision of this

Agreement may be waived in writing by the Party which is entitled to the benefits thereof.

30.2 Future Performance. The waiver of any term or condition of this Agreement shall not constitute a

waiver of any subsequent default or preclude such Party from thereafter demanding performance

thereof according to the terms hereof.

ARTICLE 31

NOTICES

31.1 Notices. All notices, demands, consents, approvals and any other communication required or

permitted under this Agreement shall be in writing and shall be delivered to the respective head

offices of the Parties at:

In the case of: BRUSSELS AIRLINES

b.house - Brussels Airport - Airport Building 26 box Oa.2

Ringbaan

1831 Diegem - Belgium

Attention:

Telephone:

Facsimile:

E-Mail:

Executive Vice President Network, Revenue

Management and Business Development

3227238129

3227238499

erik.follet@brusselsairlines.com

With a copy to: BRUSSELS AIRLINES

b.house - Brussel's Airport - ,Airport BuHding 26 box 1c.1

Ringbaan

1831 Diegem - Belgium

Attention:

Telephone:

Facsimile:

E-Mail:

Vice President Aliiances and Code Shares

3227238142

3222738499

peter.comiliie@brusselsairlines.com

In the case of:

SN-US Code Share Agreement

US Airways, Inc.

111 W. Rio Salado Parkway

16
Tempe, AZ 85281

U.S.A.

Attention:

Telephone:

Facsimiie:

Senior Vice President Marketing and Planning

480-693-8222

480-693-5954

With a facsimile copy to: US Airways, Inc.

111 W.Rio Salado Parkway

Tempe. AZ 85281

U.S.A.

Attention:

Facsimile:

Deputy General Counsel

480-693-5932

Any change to the above addresses or numbers shall be immediateiy notified to the other Party in

accordance with the notification provisions contained herein.

31.2 Effective Deiiverv. If not hand deiivered, such notices shall be delivered by prepaid registered

mail, overnight/express courier or facsimile. A notice sent by maii shall be deemed to be

delivered fifteen (15) business days after the date of mailing. A notice sent by overnight/express

courier shall be deemed to be delivered upon its actual date of delivery. A notice sent by

facsimile shall be deemed to be delivered on the business day following transmittal.

ARTICLE 32

SUCCESSORS AND ASSIGNEES

32.1 Successors and Assignees. This Agreement shall be binding upon and inure to the benefit of the

Parties hereto and their respective successors and permitted assigns (which shall include any

successor by merger, amalgamation, consolidation, or purchase of substantially all the assets of

either Party); provided, however, that save as provided in Article 20.5, neither this Agreement nor

any of the rights, interests or obligations hereunder may be assigned by any Party hereto (except

to such a successor) without the prior written consent of the other Party. Any assignment or

transfer, by operation of law or otherwise, without such written consent shall be null and void and

of no force or effect.

ARTICLE 33

NO THIRD-PARTY BENEFICIARY

33.1 Beneficiaries. Nothing in this Agreement is intended, or shall be construed, to confer upon or

give any person other than the Parties hereto and their respective successors and permitted

assigns, any rights, privileges, benefits or remedies under or by reason of this Agreement. The

Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement or to any of its

provisions.

ARTICLE 34

CONSTRUCTION

34.1 Construction of Agreement. This Agreement shall not be construed against the Party preparing it,

but shall be construed as if both Parties jointly prepared it and any uncertainty or ambiguity shall

not be interpreted against either Party.

SN-US Code Share Agreement.
ARTICLE 35

SEVERABILITY

35.1 Severability. Each provision of this Agreement shall be valid and enforced to the fullest extent

permitted by law. The invalidity or unenforceability of any provision of this Agreement shall not

affect the validity or enforceability of any other provision.

ARTICLE 36

ENTIRE AGREEMENT

36.1 Entire Agreement. This Agreement including the Appendices set forth the entire agreement and

understanding between the Parties as to the subject matter hereof, and supersedes all prior

discussions, agreements and understandings concerning the code share arrangements between

the Parties.

36.2 Amendments. Unless otherwise stated in this Agreement, this Agreement may not be amended

except by an agreement in writing duly executed by authorized representatives of both Parties.

ARTICLE 37

SAFETY AND SECURITY

37.1 Security Programs. In the operation of its services, the Operating Party may utilize its own

security programs, or those imposed by government authorities. In undertaking these programs,

the Operating Party may interview passengers, x-ray baggage, and perform such other functions

as it may choose in its sale discretion. SN and US Airways agree to co-operate in all matters

pertaining to security procedures, requirements and obligations in respect of all points to or from

which these services operate subject to the requirement to obtain any appropriate government

approval.

37.2 Safety Audits. The Marketing Party shall have the right, at its own cost, to review and observe

the Operating Party's operations of Codeshared Flights, and/or to conduct a reasonable safety

and/or service review of the Operating Party's operations, manuals, and procedures reasonably

related to the Codeshared Flights (the "Marketing Party Reviews"), at such intervals as the

Marketing Party shall reasonably request. The Marketing Party Reviews shall be coordinated

with the Operating Party so as to avoid disruptions to the Operating Party's operations. Such

reviews will be limited to areas that reasonably relate to the Operating Party's safety standards

and service obligations under this Agreement. NOTWITHSTANDING THE FOREGOING, THE

MARKETING PARTY DOES NOT UNDERTAKE ANY RESPONSIBILITY OR ASSUME ANY

LIABILITY FOR ANY ASPECT OF THE OPERATING PARTY'S OPERATIONS, NOR SHALL

THE OPERATING PARTY BE ENTITLED TO ASSERT ANY RESPONSIBILITY OR

ASSUMPTION OF LIABILITY ON THE PART OF THE MARKETiNG PARTY FOR THE

OPERATiNG PARTY'S OPERATIONS.

37.3 Reporting of ICAO Incidents. Each Carrier will notify the Safety Department at the other Carrier

of all accidents or serious incidents as described In ICAO Annex 13, Attachment C. Notification

will be made not more than 10 days after any such occurrence. The notification will contain

information listed in Annex 13, Chapter 4, Section 4.2.

SN-US Code Share Agreement. ,0
ARTICLE 38

COUNTERPARTS

38.1 Counterparts. This Agreement may be executed simultaneously in counterparts, each of which

shall be deemed to be an original, but all of which together shall constitute one and the same

instrument.

ARTICLE 39

ENFORCEMENT

39.1 Enforcement. SN may enforce against either US Airways or any affiliate, as described in

Appendix A, any right it may have under this Agreement, and either US Airways or any affiliate

may enforce against SN any right US Airways or any affiliate may have under this Agreement,

except that:

(a) With regard to subsection 8.2 of the Agreement, it is acknowledged that no affiliate issue

tickets;

(b) With regard to subsections 7.1 and 8.3 of the Agreement the counter party to SN will be

US Airways rather than any affiliate;

(c) For the purposes of subsections 4.1,5.1, and 6.1 of the Agreement, forflights operated

by any affiliate, US Airways will be deemed the Operating Party.

(d) With regard to insurance required to be obtained or maintained by US Airways and any

affiliate, pursuant to Article 21, US Airways shall be solely liable for the compliance with

the terms and conditions of such Article 21.

ARTICLE 40

ENVIRONMENTAL

40.1 Operating Party Responsible. The Operating Party shall be responsible for compliance with all

environmental regulations imposed by the relevant authorities.

40.2 Emissions. The parties agree that as long as the current EU Emissions Trading Scheme ("ETS")

remains in effect, the Marketing Party shall not have any obligation to track, report, or perform any

other obligations under the ETS associated with the Operating party's fiights.

[Signature Page Follows]

SN-U8 Code Share Agreement.

APPENDIX A

FREQUENCY, SCHEDULE PLANNING AND SEAT ALLOTMENT

to the Code Share Agreement effective as of March 28 2010 between Brussels Airlines (SN) and US

Airways (US):

1. Automated Free Sale Arrangement

1.1 Subject to all necessary regulatory approvals, SN and US Airways shall display their respective

codes on Code Share Flights in respect of the following routes:

1.1.1 Routes within North America and between North America and points in Europe where US

Airways will be the Operating Party and SN will be the Marketing Party:

PHL to/from: ABE, ALB, ANC, ATL, AVP, BDL, BGM, BGR, BHM, BNA, BOS, BRU, BTV, BUF,

BWI, CAE, CAK, CHO, CHS, CLE, CLT, CMH, CVG, DAY, DCA, DEN, DFW, DTW, ELM, ERI,

EWR, FLL, GSO, GSP, HPN, HVN, IAH, ILM, IND, IPT, ISP, ITH, JAX, LAS, LAX, LGA, MCI,

MCO, MDT, MHT, MIA, MKE, MSP, MSY, MYR, ORD, ORF, PBI, PDX, PHF, PHX, PIT, PVD,

PWM, RDU, RIC, ROA, ROC, RSW, SAN, SAV, SBY, SCE, SDF, SEA, SFO, SJU, SMF, STL,

SWF, SYR, TPA, TYS

1.1.2 Routes within Europe, and between Brussels and points in Europe, Africa, and the Middle

East where SN will be the Operating Party and US Airways will be the Marketing Party:

BRU to/from: ABJ, AGP, BCN, BHX, BIO, BJL, BJM, BLQ, BMA, BRS, CDG, CKY, CPH, CTA,

DKR, DLA, EBB, FAO, FCO, FIH, FLR, FNA, GOT, GVA, HAM, KGL, KRK, LAD, LHR, LIN, LIS,

LYS, MAD, MAN, MRS, MXP, NAP, NBO, NCE, NCL, NSI, OPO, OSL, PRG, ROB, SVQ, SXB,

TLS, TXL, VCE, VIE, VNO, WAW

1.2 The Parties may, by mutual consent and without the requirement to formally amend the Code

Share Agreement, add, discontinue or substitute one or more city pairs on which they are or will

operate Code Share Flights in accordance with the terms of this Agreement. Regulatory

constraints may limit the initial implementation of certain routes listed in this contract.

2. Code Share Schedule Operations

2.1 The Parties shall:

(a) establish a dedicated flight number range for use by SN and US Airways for use on the

Code Share Flights; and

(b) establish an automated transfer of flight schedule information between both Parties to

allow efficient loading by both Code Share Flights prior to filing with OAG. Deveiopment

to be done prior to or at the time of free sale automation; and

(c) establish a communicetion procedure to advise the other Party of pessenger reeccommodation plans in the event of schedule changes involving a Code Share Flight.

SN~US Code Share Agreement.
3. Schedules and Equipment Changes

3.1 The Operating Party shall inform the Marketing Party by SSIM exchange, telex or e-mail of any

planned schedule changes or major aircraft substitutions it may be required to make from time to

time, as soon as reasonably possible to the following services:

US to SN:

SN to US:

Schedule Distribution

e-mail: scheduledistribution@brusselsairlines.com

Scheduling

Kathryn Cochran

e-mail: kathryn.s.cochran@usairways.com

Manager, Current Schedules

4. Affiliated Carriers

4.1 The following affiliated carriers of SN and US Airways shall be included in this Agreement for the

purposes of the Code Share Flights, subject to proper commercial agreements and government

approvals:

SN Affiliates

5. Appendix Administration

US Airways Affiliates

Air Wisconsin Airways, Inc.

Chautauqua Airlines, Inc,

Colgan Air, Inc.

Mesa Airlines

Republic Airlines, Inc.

Trans States Airlines, Inc.

5.1 The departments responsible for the administration of this Appendix are:

SN : Alliances

SITA: BRUPSSN

us: Alliances

Scheduling Department

SN-US Code Share Agreement.

e-mail: fillp.puissant@brusselsairlines.com

e-mail: scheduledistributlon@brusselsairlines.com

e-mail: wllliam.mason@usairways.com

e-mail kathryn.s.cochran@usairways.com

22
APPENDIXB

STATION PROCEDURES

to the Code Share Agreement effective as of March 28, 2010, between Brussels Airlines (SN) and US

Airways (US):

1. Ground Handling

1.1 The Operating Party shall be responsible for providing ground handling facilities and shall be

charged for all costs attributable to handling as set out in the respective ground handling

agreements between the Operating Party and its handling agent. The total seat control and final

acceptance authority remain with the Operating Party.

1.2 The Operating Party's general regulations and special handling charges shall be applied to the

Code Share Flights including but not limited to cabin baggage, sporting equipment,

unaccompanied minors, passengers with reduced mobility, medical cases, animals in cabin and

cargo compartments, deportees, etc. unless otherwise agreed.

2. Check-In Procedures

2.1 The Operating Party or its handling agent will check-in the Marketing Party's passengers at the

Operating Party's check-in location, using the Operating Party's check-in system, and will advise

the Marketing Party's passengers at check-in time, that the flight is jointly operated as codeshare

with the Operating Party's aircraft.

2.2 SN shall check-in US Airways passengers using either the operational SN flight number or the US

participating flight number. Only the Operating Party's flight number will appear on baggage tags

for all non-stop and multi-sector Code Share Flights (including through check-in). Boarding

passes will show both the Operating Party's and the Marketing Party's code and flight number.

2.3 US Airways shall check-in SN passengers using either the operational US flight number or the SN

participating flight number. Only the Operating Party's flight number will appear on baggage tags

for all non-stop and multi-sector Code Share Flights (including through check-in). Boarding

passes will show both the Operating Party's and the Marketing Party's code and flight number.

2.4 For each class, the acceptance sequence for "revenue passengers" shall be:

(a) Confirmed (OK) passengers;

(b) Confirmed passengers on standby;

(c) No Recorded (NOREC) passengers;

(d) Waitlisted (WL) passengers;

(e) Go-Show (GOSHOW) passengers.

Since this agreement is based on a "free-sale concept", the principle "first come first serve" will be

applied in case of an over sale situation.

2.5 Both Parties agree to implement Inter Airline Through Check-In (IATCi) procedures and protocol

to facilitate the efficient handling of Code Share Passengers connecting between Code Share

Flights. Consequently, both Parties agree to set IATCi performance levels to the foliowing

standards to maintain and improve the efficiency and effectiveness of the Code Share operations:

Minimum effectiveness:

Target effectiveness:

SN-US Code Share Agreenient.

80%

90%

23
2.6 In case of a reservation made for one airline and the passenger's ticket shows the code of the

other airline, the reservation shown in the carrier's box of the ticket will prevail. For US

operational purposes, US utilizes the US operating flight number within the airport operational

environment.

2.7 The reference numbers of members of the Marketing Party's Loyalty Program are provided

through the reservation system. If not provided or incorrect, the Operating Party or its handling

agent will add or, if necessary, amend the Marketing Party's frequent flyer number to the

passenger record in the DCS at the time of check-in. The DCS shall transmit the data to the

Marketing Party via the FTL.

24
25

3. Baggage Handling

Baggage allowances are to be discussed, clarified and defined on a multilateral level for a longterm solution. Unless otherwise agreed, the following shall apply to baggage handling.

3.1 Baggage Allowances

The Operating Party's acceptance rules apply for all baggage. All baggage should be through

checked-in to the final destination according to lATA recommended practice.

3.1.1 Checked Baggage

SN:

Brussels Airlines applies the weight concept on all its routes.

For flights within Europe and TLV, passengers are allowed up to 30kg when travelling in business

class and up to 20kg when travelling in economy class (flex and light section).

For flights to/from Africa, piece concept applies (2x 32kg each in C-c1ass and 2x 23kg each in Yclass).

For through-checked passengers connecting to/from a US Airways operated transatlantic flight,

the piece concept regulation applied on the transatlantic leg will apply for the whole itinerary.

US Airways:

US Airways applies the piece concept on all its routes. Charges may apply for each checked bag,

excess pieces and/or excess weight. Charges for bags and applicability are subject to changes;

US Airways will inform its partners of those charges.

a Maximum Standard weight for Coach/Economy Class travel is 501bs/23kg

(except for travel to/from Brazil which has a maximum weight of 701bs/32kg)

a The maximum standard weight for First and Envoy Class travel is 70 Ibs/32kg

a No single piece of checked baggage may exceed 100 Ibs/45 kg

a Heavy tags are required for bags weighing more than 50 Ibs/23kg

Baggage Exceptions:

a US Airways Dividend Miles Chairman's, Platinum, Gold Preferred and Star

Alliance Gold customers are entitled to three free bags

a US Airways Dividend Miles Sliver Preferred and Star Alliance Silver

customers are entitled to two free bags

a Customers traveling to/from the Middle East are entitled two free bags

Customers traveling to Guadalajara (GDL), Mexico City (MEX), and Santo Domingo (SDQ)

should contact US Airways Reservations for checked baggage embargo information

3.1.2 Cabin Baggage

Brussels Airlines allows as carry-on baggage a maximum of 16kg (2pc) in business class.

In economy class, a distinction is made between MH/LH flights on the one hand (i.e. flights

to/from Africa, MOW, TLV) on which 8kg (1pc) is allowed, and the intra-European flights on the

SN-US Code Share Agreement.
other where 12kg (1 pc) is allowed if travelling in the b.flex section (higher economy booking

classes) and 6kg (1pc) if travelling in the b.light section (lower economy booking classes).

For transfer passengers, the Operating Party's allowances always prevail.

All items carried on board must fit in sizers, in overhead bins and under the aircraft seats.

US Airways:

US Airways allows 1 piece of carry-on baggage for all classes plus one personal item. A personal

item is defined as a handbag/purse, briefcase, personal computer, backpack, or other small bag

or item not exceeding total dimensions of 45 in (114 em) and total weight of 40 Ibs (18 kg). All

items carried on board must fit in the overhead bin or under the seat.

4. Staff Travel

4.1 Unless otherwise provided by the relevant agreement on employee discount travel between the

Parties, neither the Marketing Party, nor the Operating Party, nor any third party, shall be entitled

to ticket travel industry non-revenue or discounted travel (e.g. agency discounts, industry discount

etc.) on the Code Share Flights. The Operating Party shall not be required to honor any

Marketing Party flight coupons for such industry non-revenue or discounted travel, except if such

tickets have been issued in accordance with the existing 10 travel agreement between the

Parties.. If this would not be the case, then any tickets honored by the Operating Party shall be

settled at face value and in accordance with Appendix D hereto, as amended from time to time.

5. Airport Gate Signage & Announcements

5.1 The Operating Party or its handling agent will ensure the Marketing Party's signage to be

dispiayed at each station, this in coordination with the Marketing Party and subject to local

authority limitations, at check-in, public information boards, boarding gates, baggage claim and

arrival areas, ticketing counters and lounges (if applicable). This will be done in coordination with

the Marketing Party and respecting the Marketing Party's branding.

All initial costs related to the signage shall be borne by the Operating Party. Any signage costs

resulting from a change of branding of the Marketing Party during the course of the code share

operation shall be borne by the Marketing Party.

5.2 The Operating Party or its handling agent will make the arrangements for the respective boarding

and arrival announcements, referring to the code share operation.

6. Irregularity Handling

6.1 Flight Irregularities

To the extent possible, in the event of major flight delays or major cancellations, the Operating

Party shall provide prompt advice to the following services:

US to SN:

SN to US:

Schedule Distribution

Telephone:

SITA:

Telephone:

Facsimile:

SITA: BRUPSSN

+32-2-723.81.20

HDQOMUS

1-412-747-3535

1-412-747-3535

SN~USC()deShare Agreement. 26
6.1.1 The Operating Party shall absorb the costs for overnight expenses, meals, etc., in connection

with flight irreguiarities of the Code Share Flights in accordance with its applicable policies and

procedures except as otherwise set out in clause 6.1.1 and 6.1.2 of this Appendix B. Any

expenses incurred as a result of irregularities caused by Air Traffic Control (ATC), weather or

other causes deemed to be outside the direct control of the Operating Party, shall be handled in

accordance with the Operating Party's appiicabie policies and procedures.

6.1.2 In the event of flight cancellations with prior notice of 48 hours or more before scheduled time of

departure, each Party or its nominated agent shall assume the responsibility for notifying its own

passengers and making necessary arrangements for alternative transportation. The costs and

expenses incurred for such alternative transportation shall be absorbed by each Party, in

accordance with its applicable policies and procedures.

6.1.3 In the event of flight cancellations with prior notice of less than 48 hours before scheduled time of

departure, the Operating Party or its nominated agent shall, with the assistance of the Marketing

Party, if available make necessary arrangements to transport passengers to their destinations.

Any costs and expenses incurred for such alternative transportation shall be borne by the

Operating Party, in accordance with its applicable policies and procedures.

6.2 Emergency Procedures

6.2.1 Both Parties as Star Alliance member carriers shall comply with emergency response plans and

procedures for mutual assistance as agreed in the Star Alliance Emergency Response Policies

and Procedures Manual.

As a consequence, both Parties agree:

-- to immediately inform each other in case of an emergency; and

-- to jointly develop and introduce emergency procedures; and

-- to release joint information to the press in such case of emergency.

SN-US Code Share Agreement. 27
6.2.2 In the event of a major incident or accident, the Operating Party shali advise the foliowing

departments and this information should be restricted to its services:

US to SN: Duty Officer SITA: BRUKKSN

Telephone: +32-2-723.88.33

Facsimile: +32-2-723.88.16

(NOT FOR PUBLIC DtSCLOSURE)

SN to US: US Airways OCC Duty Officer SiTA:

Telephone:

Facsimiie:

HDQOMUS

1-412-474-5500

1-412-474-5550

(NOT FOR PUBLIC DISCLOSURE)

6.2.3 Should a major incident or accident occur, the Marketing Party must be immediateiy contacted at

the services in 6.2.2 above. In such cases, the emergency procedures of the Operating Party

shali appiy.

6.2.4 The Marketing Party shali not issue any information to the media on the status of the emergency,

uniess jointly released with the Operating Party or otherwise agreed by both Parties.

6.2.5 Whenever necessary, the Operating Party will co-ordinate with the Marketing Party ali rescue

efforts.

6.3 Denied Boarding

In recognition of the fact that Code Share Passengers are making international connections with

the respective other Party, each Party wili make reasonable efforts to deny boarding to those

Code Share Passengers as a last resort, but no less than on equal terms with its own

passengers, following the Operating Party's cut-off times. The Operating Party shali apply its

own denied boarding compensation policy for ali passengers of the Code Share Flights,

notwithstanding its obligations under EEC Council Regulation No 261/2004. Both Parties agree

to take account of the applicable minimum check-in times and minimum connection times for

connecting flights to ensure the efficient handling of Code Share Passengers and baggage.

6.4 Delays/Canceliations

The Operating Party shali absorb the costs for overnight expenses, meals, etc., in connection

with delays/cancellations of the Code Share Flight in accordance with its applicable policies and

procedures. Any expenses incurred as a result of irregularities caused by Air Traffic Control

(ATC), weather or other causes deemed to be outside the direct control of the Operating Party,

shali be handled in accordance with the Operating Party's applicable policies and procedures.

6.5 involuntary Rerouting

Procedures in accordance with lATA Resolution 735d. Code Share Passengers shall be rebooked primarily onto aiternative SN or US Airways services.

6.6 Inadmissibie passengers

The Operating Party reserves the right to deny at the departing airport the boarding to any

passenger with incompiete travel documents. In principle, the last Operating Party bears the final

responsibility in accordance with the provisions of Annex 9 ("Facilitation") of the Chicago

Convention dated December t h

, 1944 and of the lATA resolution N° 701 for the admission of ali

passengers on board of the aircraft and for the checking of ali passengers' travel documents

SN-US Code Share Agreement. 28
before each flight is performed. As a consequence, any cost (such as fines, detention cost, hotel

accommodation andlor outbound carriage cost including possible escort) incurred in application

of any law and associated directly or indirectly with the route concerned shall be paid by the

Operating Party.

7. Missed Connections

7.1 The Operating Party shall cover the reasonable costs of providing passenger amenities to Code

Share Passengers who fail to make their connections to the services of the Marketing Party as a

result of matters within the Operating Party's control (i.e. flight cancellation, short term equipment

changes or yield management errors). These passenger amenities shall include items such as

hotel accommodation, meals and denied board compensation in accordance with the Operating

Party's applicable polices and procedures. The Parties agree to work closely together to

minimise any costs to either of them in such circumstances. lATA Resolution 735d shall apply in

all other circumstances.

8. Baggage Handling and Irregularities

8.1 The Operating Party shall absorb costs for delivery, replacement and temporary settlement and

handle such irregularities according to the Operating Party's procedures.

8.2 Baggage handling and settlement of baggage handling claims shall be in accordance with

existing tariffs and the Trade Practice Manual of the Air Transport Association or the lATA

Resolution and Recommended Practices Manual, whichever applies, in the current version.

8.3 Both Parties agree to jointly set baggage performance standards and review performance on a

regular basis at stations operating Code Share services to ensure the most efficient and cost

effective handling and delivery of transfer baggage.

8.4 The last OC or its designated handling agent will perform the following activities in

connection with baggage irregularities, under the last OC's file reference:

o preparation of the Damage Report (damage and pilferage) under the last OC's

reference, with the last MC's reference in the PC field

o final settlement of Damage and Pilferage Cases by the OC.

o preparation of Property Irregularity Report (temporary loss) under the last OC's

reference, with the last MC's reference in the PC field

o initial tracing in case of temporary loss by the OC or its handling agent

• handing over files after initial tracing period (5 days) to the Central Baggage Tracing

Office of the OC for central tracing. The files shali be sent to:

US as OC => US address: HDQLZUS

SN as OC => SN address: BRULZSN

• preparation of OHD file for on-hand baggage and baggage left behind, considering

the last carrier on the routing portion of the baggage tag as the Operating Carrier

• handing over of OHD file and concerned baggage after initial holding period (5 days)

to the Central Tracing Department of the OC:

US as OC => US address: HDQLZUS

SN-US Code Share Agreement 29
SN as OC => SN address: BRULZSN

All above activities shall be made according to the last OC's rules, regulations and

procedures. All handouts (such as, but not limited to, copy of the PIR for AHL,

information folder, overnight kit, etc.) shall be those of the Operating Carrier. All costs

resulting from above actions (such as, but not limited to, repair or direct settlement costs

for damaged baggage, initial cash advance, delivery costs, etc.) shall be borne by the

last OC.

8.5 The Operating Carrier will be responsible for the claim settlement in case of final loss of baggage.

9. Document Control

9.1 Document control to be performed to final destination. The Operating Party shall absorb any

fines.

10. Frequent Flyer Proqram

10.1 Conditions and benefits for the acceptance of the members of both Parties frequent flyer

programmes shall be in accordance with the terms set out in a reciprocal frequent flyer

programme agreement between the Parties.

11. Airport Lounges (Star Alliance policyl

11.1

Code Share passengers of Brussels Airlines and US Airways travelling in first/business class

and/or Star Alliance Gold passengers travelling in economy class are entitled to make use of

each other's owned lounges at locations where such lounge is available (one guest may be

invited by first class and Star Alliance Gold passengers).

Cross-charging applies according to the agreed cross-charging rules within Star.

Furthermore, first/business class passengers and/or Star Alliance Gold passengers travelling in

economy class will have access to any third party lounge contracted by the Star Alliance member

carrier on which the customer is travelling.

No cross-charging applies; all costs are borne by the carrier having the contrael with the third

party lounge owner.

13. Appendix Administration

13.1 The departments responsible for the administration of this Appendix are:

SN: Ground Services e-mail: sonja.debruyn@brusselsairlines.com

and Customer Relations e-mail: ilse.gallot@brusselsairliens.com

US: Customer Service e-mail: alex.schaefer@usairways.com

SN-US Code Share Agreement. 30
APPENDIXC

RESERVATIONS AND HANDLING PROCEDURES

to the Code Share Agreement effective as of March 28, 2010, between Brussels Airlines (SN) and US

Airways (US):

1. Flights Publication

Each party will pUblish its own flights.

2. Inventory management

The control of the total seat capacity is the responsibility of the operating party. Bookings shall be

accepted on a 'first come, first served' basis out of the jointly linked inventories.

The US/SN agreement is a free flow agreement. Each party will sell directly from the operating

party's inventory until notification is received indicating a particular inventory "class" is sold out.

The marketing party will take this AVS message and close the appropriate class/classes of

service on the marketing flight.

2.1 Inventory Structure

Each party is responsible for setting up their own flights in their respective systems. Ultimate

control of inventory and overbooking levels lies with the operating party. The marketing flight is

subject to AVS close messages and overbooking of marketing space is strictly prohibited.

2.2 Inventory Availability

Inventory will be available until notification (via an AVS "close" message) is sold out. Once a

close message is received from the operating party, the marketing party converts the operating

flight/class to the appropriate marketing flight/class and that closes the marketing flight .The

marketing party has the responsibiiity to close the flight/class of service indicated in the message

and send messages to other CRS' for marketing flight closure.

Conversely, an AVS "open" message will be set once the corresponding mapped class or classes

are re-opened for availability.

2.3 Reconfirmation policy

The operating party will not require reconfirmation of marketing passengers.

2.4 Flight Firming

The Marketing Carrier will perform flight firming for the marketing flight reservation by using its

own procedures. In case there is a high number of no show passengers resulting from the

insufficient action by the Marketing Carrier, the Operating Carrier can request the Marketing

Carrier to perform the flight firming and the Marketing Carrier shall fully cooperate with the

Operating Carrier in order to reduce the high number of no show passengers. On the other hand,

if, in the opinion of the Operating Carrier, there are duplicate bookings in respect of any Code

SN-US Code Share Agreement. 31
Share Flight, the Operating Carrier shall inform the Marketing carrier at the following addresses,

and the Marketing carrier shall remove all valid duplicate bookings without delay.

Both parties agree that the determination of the overall passenger capacity on each operated

service shall be the responsibility of the Operating Carrier.

The Operating Carrier is responsible for the inventory control of its own operated flights. All

bookings, including code share bookings sold by the Marketing Carrier, will be subject to flight

firming by the Operating Carrier.

In such case the firming request should be forwarded bye-mail to:

SN: marc.schneidewind@brusselsairlines.com

SITA: BRURCSN

2.5 Fare class mapping

To offer flights under the conditions of the US/SN Agreement, it is necessary that booking

classes and flight numbers be linked. US and SN shall not take any actions that might severe this

link without advising the partner airline well in advance.

Each party will ensure the marketing flight booking class is closed when the operating flight

closes an associated booking class. SN and US may periodicaily review and change the fare

class mapping based on mutual agreement.

3. Advanced Seat Selection

The Operating Party shali honour seat requests made for the Marketing Party's passengers. Seat

requests can be made with generic entries (NSSW/NSSA) or requesting a specific seat number if

the seat map of the Operating Party's flight is available (RQST).

Both SN and US are non-smoking carriers.

4. Group Acceptance

Groups need to be requested with the Operating Party, and will not be allowed under marketing

flight designator.

5. Handling of Passengers and reservation control

Each party is responsible for controlling bookings made under its designator in a way which

allows maximum use of the sales potential of a flight.

If for this purpose it becomes necessary to cancel some segments without the consent of the

passenger, each party will do so only for those booked under its own booking designator.

In case of irregularities, each party is responsible for its own passengers, except when a flight is

SN-US Code Share Agreement. 32
cancelled less than 48 hours before scheduled departure, in which event the Operating Party

shall be responsible for all passengers booked on the flight. Outside 48 hours, each party is

responsible for the reaccommodation of its own passengers.

If the Operating Party decides to cancel a flight, it will advise the Marketing Party immediately.

The Operating Party is allowed to make checks on double bookings. In case a Marketing Party's

PNR is detected as dupe, the Operating Party will notify such statement to the Marketing Party

but will never cancel the PNR.

The Operating Carrier may request ticket numbers on Marketing Party's bookings, but will never

cancel the booking in case the ticket information is not available.

In accordance with governmental regulations, the customer must be advised of the party

operating the marketing segment when a schedule is presented

6 Database Maintenance of Flight and Schedule Changes !Irregularities

The Operating Party shall advise planned Schedule/Aircraft Changes on their operating

flights at the earliest possible time. Such messages shall be sent to:

SN, as the Operating Party, agrees to advise US, as the Marketing Party, at the earliest

possible time by way of a SSIM exchange in all cases where planned schedule changes

become necessary and effective. US address is: codehare@usairways.com

US, as the Operating Party, agrees to advise SN, as the Marketing Party, at the earliest

possible time by way of a SSIM exchange in all cases where planned schedule changes

become necessary and effective.SN address is: scheduledistribution@brusselsairlines.com

The flight schedules are to be updated by the respective airline. The Operating Party must make

sure that the Marketing Party is therefore well informed about all the changes. Schedule update

has to be completed within 24h after pUblication.

7 Special Service Requests

7.1 Special Facilities

Medical cases (MEDAlOXYG, STRC, WCHC, INCUBATOR), as well as deportees

(DEPAIDEPU), and PETe (pet in cabin) shall not be part of this agreement, but always be

requested to book directly with the Operating Party.

All special facilities (SSRs) can be booked according to agreed bilateral agreement between both

parties as defined in the attached "Special Service Requirement" document, which forms part of

this appendix C.

For all services that have to be confirmed on request by the Operating Party, the message shall

be submitted to the Operating Party:

US to SN:

SN to US:

SITA: BOMYTSN

SITA: HDQRMUS

SN~US Code Share Agreement.
7.2 Special Meals

Both parties provide special meals as per SSR table in item 7.3

Special meals can be requested up to 24 hours prior to departure.

When SN = DC, on European sectors, complimentary meal and drinks are served in the b.flex

economy class compartment. No free meals are served in the b.light economy class compartment

but are available for purchase.

Special meals hence cannot be ordered when traveiling in the b.light economy class

compartment.

a. SSR - Special Service Requirement

SSR offered by US:

AVIH, BIKE, BLND, BSCT, BULK, CBBG, CKIN, COUR, DEAF, DEPA, DEPU, EXST, FOTV,

FRAG, GRPF, GRPS, LANG, MAAS, MEDA, NSSA, NSSB, NSST, NSSW, OXYG, PCTC, PSPT,

ROST, SEAT, SEMN, SPEO, TKTL, TWOV, UMNR, WCOB, WCHC, WCHR, WCHS, WCMP,

XBAG

SSR offered by SN:

AVIH, AVML, BBML, BIKE, BLML, BLND, BSCT, BULK, CBBG, CHML, CKIN, COUR, DEAF,

DEPA, DEPU, DIPB, EXST, FOTR, FOTV, FRAG, GFML, GPST, GRPF, GRPS, HFML, INFT,

KSML, LANG, LCML, LPML, LSML, MAAS, MEDA, MOML, NLML, NSSA, NSST, NSSW, OTHS,

PETC, PRML, PSPPT, ROST, SEMN, SPEO, STCR, TKNA, TKNM, UMNR, VGML, VLML,

WCHC, WCHS, WEAP, XBAG

For all services that have to be confirmed on request, the message shall be submitted to the

Operating Party:

US to SN: SITA: BOMYTSN

TK to US: SITA: HDORMUS

SN-US Code Share Agreement. 34
8. Charges

Both parties agree to apply the operating party's charges in respect to special services granted.

8.1 US Charges (US reserves the right to amend these rates)

I Animal in hold (AVIH) I Not Applicable

I Baby basket (BSCT) I No Charge, Infant Fare - 10% of Adult Fare

I Extra seat (EXST) I Same Fare as Passenger

I Pet in cabin (PETC) I Domestic USA - $100 USD

Domestic USA - $100 USD

Sporting Equipment (SPEQ)

Unacc minor (UMNR) Unaccompanied Minors Only Accepted on Non-Stop US

Operated Services. Non-Sto US UM =$100 USD

I--,W-,-hcce:.::e:.::lc",h=-:ai::-r (--'W::-C=-:H--'x2)_1 No Charge

8.2 SN Charges (SN reserves the right to amend these rates)

Animal in hold

I Baby basket

I Extra seat

I Pet in cabin

I

(AVIH)

(BSCT)

(:::XST)

(PETC)

70.00 EUR Short Haul and 140 EUR Medium/Long Haul

+

7.00 EUR per kg exceeding the free bagqaqe allowance

Free of charge

Apply same fare as paid by the passenger.

30.00 EUR Short Haui and 60 EUR Medium and Long Haul

(per through flight)

I Small sport I b.light / economy

I 70.00 EUR Short and Medium , 150.00 EUR Long Haul I i equipment Haul

i bJlex / business Free Free

Large sport I b.light / economy 150.00 EUR Short and Medium Haul

equipment and 300 EUR Long Haul

SN-US Code Share Agreement. 35
L- I b.flex / business

I Unaccompanied minor

(UMNR)

Free of charge

30.00 EUR

I Wheelchair (WCHx) Free of charge

9. Flight Reconciliation/Post Flight Messages

9.1 The Operating Party shall provide a flight close out message outlining the number of passengers

carried (adults and infants), the number of no-shows and go-shows within 23 hours of each

station flight departure to the following addresses:

US to SN:

SN to US:

SITA:

SITA:

BRUUMSN, BRUKMSN

HDQRMUS

SN can provide PFS, PRL and SLS messages (all lATA formatted). No other manual messages

can be provided.

10. Termination

10.1 In case of termination of this Agreement under Article 23, bookings already confirmed prior to the

date of notice of termination shall be respected and honored by the Parties. Are-accommodation

or re-protection on the Operating Party's flight number might be required.

11. IT Support

11.1 Both Parties shall advise the following services for the purposes of dealing with any IT/systemrelated operational issues that may arise from time to time affecting Code Share Flights.

US to SN: Distribution Strategy email: alexandra.wolfs@brusselsairlines.com

SN to US: Inventory Services Telephone: 1-336-760-7882

12. Appendix Administration

12.1 The departments responsible for the administration of this Appendix are:

SN:

us:

Distribution

Reservations

e-mail: marc.schneidewind@brusselsairlines.com

e-mail: darren.connell@usairways.com

SN-US Code Share Agreement. 36
APPENDIX D

REVENUE ACCOUNTING PROCEDURES

to the Code Share Agreement effective as of March 28, 2010, between Brussels Airlines (SN) and US

Airways (US):

1. Revenue

1.1 The Operating Party shall retain all flight coupons for processing and all flown revenue derived

from those flight coupons shall accrue to the Operating Party, subject to the terms and conditions

of the Speciai Prorate Agreement or the lATA Multiiaterai Interline Agreement between the

Parties, as applicable.

1.2 in the event that the Operating Party uplifts flight coupons issued by a third-party ticketing carrier

that are closed to the flights of a third party (marketing), the Operating Party may bill the ticketing

carrier in accordance with the Special Prorate Agreement or the lATA Multilateral Interline

Agreement between the Parties, as applicable, without recourse to an endorsement from the third

party.

1.3.1 Interline billing shall be performed according to the lATA Multilateral Interline Traffic Agreement

and the Special Prorate Agreement between the Parties, both as amended from time to time.

1.3.2 All interllneable TFC"s (Tax, Fees, and Charges shall be paid in accordance with RAM A2,

10.2.1: the correct TFC amount published in the lATA Industry Revenue Accounting Tax

Database (RATD) may be billed if the TFC is applicable, regardless of collection at the time the

ticket is issued. The determination of applicable TFC must be based on the complete ticket sales

(eg: ISR, TCN) data if available.

1.3.3 The Ticketing Party will receive the Interline Service Charge, as applicable.

1.3.4 The "YQIYR" tax is non-interlineable. A bilateral agreement between the parties will be sought for

the settlement of the YQIYR tax.

2. Endorsement Waiver

2.1 The terms and conditions of the Endorsement Waiver Agreement between the Parties shall apply

to this Agreement, as amended from time to time.

3. Flight Interruption Manifest

3.1 Any passengers of either Party carried on a Flight Interruption Manlfest (Fir\l1) document issued by

the other Party shall be charged by the respective Operating Party in accordance with the existing

simplified FIM billing agreement between the Parties, or, if such an agreement does not apply or

exist, in accordance with Revenue Accounting Manual (RAM) A2.2.6.

4. Frequent Flyer Program Tickets

4.1 Frequent flyer program redemption tickets issued by either Party shall not be applicable for

carriage on the Code Share Flights unless separately covered by a reciprocal frequent flyer

agreement between the Parties..

SN-US Code Share Agreement. 37
5. Appendix Administration

5.1 The departments responsible for the administration of this Appendix are:

SN:

US:

Revenue Accounting

Revenue Accounting

e-mail: marleen.vandereycken@brusselsairiines.com

e-mail: lori.tully@usairways.com

38