# CODE SHARE AGREEMENT

Between


# BRUSSELS AIRLINES NVISA

And 

# US AIRWAYS, INC. PIEDMONTAIRLINES, INC., (d/b/a US Airways Express) PSAAIRLINES, INC., (d/b/a US Airways Express)



# March 28, 2010Article 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 Singularand Plural Code Share Flights 3 2.1 Code Sharing 2.2 Product Definition 2.3 Government Requirements 2.4 Affiliates 2.5 Code ShareAgreement Letter 2.6 Cod Share Agreement Letter Language 2.7 Effortsto Obtain Code Share Agreement Letter 2.8 Government Requirements forAffiliates General Requirements 

### !'1 3.1 Operating Authority 3.2 Regulatory Compliance 3.3 Airworthiness 3.4 Disclosure Flight Number Publication 5 4.1 Flight Numberand 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-PartyTicketing 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 FlightArrangements 11.3 Aircraft Substitutions Policies, Rules and Procedures 8 12.1 Applicability Compliance with Laws 8 13.1 Terms ofthe 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 JointAdvertising and Sales Programs 8 14.1 Code Share References 14.2 Promotional Plans 14.3 Sales and Marketing Expense Communications 9 15.1 Communications Commercial Names, Products and Logos 9 16.1 Ownership 16.2 Frequent-Flyer Programs Governing Law 9 17.1 Governing Law Settlementof Disputes 9 18.1 Mutuai Negotiation 18.2 Arbitration 18.3 Litigation in Limited Circumstances Conditions of Carriage 10 19.1 Applicable Conditions ofCarriage 19.2 Conflict 19.3 Liabiiity Liabilityand IndemnitY.. 10 20.1 Passengerand Baggage 20.2 Empioyees and Property 20.3 Traffic Documents 20.4 Notice ofCiaim 20.5 Subcontracts 20.6 Exclusions Insurance 11 21.1 insurance Coverage 21.2 Documentary Evidence Taxes 12 22.1 Tax Responsibility 22.2 TicketTaxes 22.3 GovernmentTaxes Term and Termination 13 23.1 Effective Date ofAgreement 23.2 Term ofAgreement 23.3 StarAlliance Membership 23.4 Default 23.5 Liabilityof Non-Defaulting Party PostTermination Rights 13 24.1 Survival ofObligations Confidentiality 14 25.1 Confidential Information ExclusivitY.. 14 26.1 Third-PartyArrangements Representations and Warranties 14 27.1 Representations and Warranties 27.2 Survival of Representations and Warranties Force Majeure 15 28.1 Eventof Force Majeure 28.2 Right ofTermination 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 AppendixA Appendix B Appendix C Appendix D Notices 16 31.1 Notices 31.2 Effective Delivery Successors and Assignees 17 32.1 Successors and Assignees NoThird-Party Beneficiary 17 33.1 Beneficiaries Construction 17 34.1 Construction ofAgreement Severability 18 35.1 Severability Entire Agreement 18 36.1 Entire Agreement 36.2 Amendments Safetyand Security 18 37.1 Security Programs 37.2 SafetyAudit 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 SeatAllotment. 21 Station Procedures 23 Reservations and Handling Procedures 32 RevenueAccounting Procedures 38

SN-US Code Share f-\greernent ii'This Code ShareAgreement Is made effective as ofthe28th dayof March, 2010 BYAND BETWEEN: BRUSSELS AIRLINES NV/SA a body corporate duiycreated underthe laws of Belgium and having its registered office at: Ringbaan luchthaven gebouw26- b.house BrusselsAirport 1831 Diegem Belgium (hereinafter referred to as "SN" or"Operating Party" or"Marketing Party" as applicable) AND: US AIRWAYS, INC. abodycorporate dulycreated underthe laws ofthe State ofDelaware and having its registered officeat: 111 W. Rio Salado Parkway Tempe, Arizona 85281 U.S.A.
PIEDMONTAIRLINES, INC., a bodycorporate dulycreated underthe laws ofthe U.S.A., whose registered office Is at: 5443 AirportTerminal Road Salisbury, Maryland U.S.A.
PSAAIRLINES, INC., a bodycorporate dulycreated underthe laws ofthe 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 individuallyand collectively referred to as "Party" and "Parties" respectively.

SN-US Code Share Agreement.WHEREAS, SN and US Airways wish to enter into acode share arrangement in orderto offer competitive and costeffective airservices between the countries concerned and improve the qualityof the airservices they nowoffer in an attemptto widen consumerchoice, all tothe benefit ofthe 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 hereinaftersetforth; 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 governmentapprovals; 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 forthe purpose oftheAgreement: (a) "Affiliate" shall mean anyairline operating scheduled service on behalfofSN, 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 AppendixA hereto. (b) "Agreemenf' or "Code Share Agreement" shall mean this agreement including all appendices, as amended from time totime. (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 AppendixA hereto, as amended from timeto time. (d) "Code Share Passenger(s)" shall mean the passenger(s) aboard a Code Share Flight, travelling on a Marketing Party'sflight 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 Partywho does not operate such Code Share Flights with its own or leased aircraft, but places its code on flights ofthe Operating Partyand sells seats on such flights. (g) "Conditions of Carriage" shall mean those conditions of contract contained in the tariffs and rules ofcarriage ofa Partythat govern the transport ofits passengers. (h) "lATA" shall mean International AirTransportAssociation. (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 TicketTaxes that maybe imposed byanycompetent 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 similartaxes, fees, charges and surcharges applicable tothe transportation, including related interestand 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 ofany provision ofthisAgreement. 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 ofthis Agreement and theAppendices, the provisions ofthisAgreement shall prevail. 

### 1.4 Singularand Plural. References tothe singular include references tothe 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 ofCode 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 ofthe onboard productoffered on Code Share Flights shall be the responsibility ofthe Operating Party. The Parties shall periodically reviewtheirjoint productto seekotherproduct improvements that contributeto as seamless as possible passengerexperience. 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, theywill need to obtain additional authorityfrom 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 authoritycontemplated in this section has notyet 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 bythatAffiliate and visa versa 

### subjectto the terms and conditions specified herein.

SN-U8 Code Share Agreement 32.5 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 ofthe Agreement asthough itwere USforUSAffiliates orSN forSN Affiliates, subjecttothefollowing: (a) With regard to subsection 8.2 ofthe Agreement, it is acknowledged thatAffiliates do not issue tickets. With regard to subsections 7.1 and 8.3 ofthe Agreement the counter-party to each Partywill be the other Party ratherthan theAffiliate. (b) For the purposes ofsubsections 4.1, 5.1, and 6.1 ofthe Agreement, forflights 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 ofthe Agreement do notapplyto theAffiliates. (d) Although US and SN remain obligated to each other to comply with the provisions set forth in Articles 20 and 21 ofthis agreement, the parties acknowledge thatAffiliates of US and SN have different insurance requirements, as setforth bythe 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 notthis Code Share Agreement. Notwithstanding the foregoing, as between US and SN, the provisions setforth 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 bysubmission bya Partytothe otherofadocumentthat includesthe following text: [Name of Affiliate] ("Affiliate") agrees to be subject to the terms and conditions ofthe Code Share Agreement between US Airways, Inc. and Brussels Airlines NV/SA dated [date of agreement] ("Code Share Agreement") asthough itwere [US orSN] and asthough 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 otherterms 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 orSN] will remain the Operating Partyforflights operated byAffiliate. Notwithstanding the foregoing, with regard to costs and expenses, orany liability, referenced in Article 10 or 11 ofthe Code Share Agreement that are allocable to Affiliate, but which [US or SN] has approved or paid for, [US orSN] and Affiliate agree thattheterms and conditions ofthe [Title of Agreement between US or SN and Affiliate], effective [insert date], as amended ("Affiliate Agreemenf') shall govern the parties' responsibilityfor paymentsettlement. Finally, with regard to Code Share Agreement Article 20 (LiabiHty and Indemnity), [US or SN] and Affiliate agree that [US orSN] will remain the Operating Partyfor purposes ofthe 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 undertheAffiliate 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 promptlyto such Affiliatewith a copyto 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 isfurther agreed thatthe effortsto obtain the Code Share Agreement Letterswill fulfil each Party's duties undersubsection 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 diligentlyand 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 bygovernmental authoritiesto enable both Parties to operate or marketthe Code Share Flights covered bythis Agreement. 3.2 Regulatory Compliance. Both Parties shall conduct all Code Share Flights in compliancewith the requirements of the civil aviation authorities of Belgium, the United States of America. any required third-country approvals. and all otherapplicable governmental regulations. Both Parties shall operate the Code Share Flights with its own or leased aircraft and crews in accordance with and subjectto its usual business practices, without prejudice to the provisions ofsection 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 asto be fitforthe 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 mayperform an auditofthe Safetyand Operating Practices/ Procedures ofthe Operating Carrier, atthe discretion and full expense ofthe Marketing Carrier. Results from an independent third-partyaudit maybe used tofulfil this requirement. 3.4 Disclosure. Each Partyshall ensure that passengerswill be appropriately informed ofwhich carrier isthe Operating Partyatthe time ofreservation/ticketing ofthe Code Share Flights.
ARTICLE 4 FLIGHT NUMBER PUBLICATION 4.1 Flight Numberand 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 othersimi1ar 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 paperdocumentorelectronic 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 AgreementARTICLE 5 SCHEDULE CHANGES 5.1 Schedule Changes. Each Partyshall havethe unilateral right to modify its schedules, and to add ordiscontinue individual flights orroutes, in its sole discretion; provided, however, that each Party shall give reasonable notice to the other Party ofsuch changes affecting the Code Share Flights priorto implementing anysuch schedule alteration, route addition ordiscontinuation. 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 Shareflights in orderto maximisethe commercial opportunities available to both parties. It is understood by both parties that such consultations do not obligate eitherpartyto make achange tocurrentschedules, aircrafttypes orfrequencies.
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. Ifsuch afee is billed to the Marketing Party, the Operating Partyshall 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 thisAgreement. 7.2 RevenueAccounting. Revenue accounting procedures in respect ofthe Code Share Flights shall be as setoutin Appendix D, as amended from time totime. 7.3 Direct Billing. Whenever possible, the booking/cancellation fees shall be billed directly by the GDS tothe 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 ofappropriate revenues in the eventthe Operating Party is unable to collect revenues from athird party. 7.5 Flight Interruption Manifest. Marketing Party passengers transferred tothe Operating Party under the Flight Interruption Manifest rules (FIM passengers) will be charged by the Operating Partyto the Marketing Partyatthe rates as per normal Multilateral Proration Agreement (MPA) rules ifnot 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 bythe other Partyforcarriagewithoutthe necessityforendorsement. 8.2 Ticket Issuance. Each Party shall issuetickets forCode Shared Flights subjectto 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. Faresforairtransportation on all Code Shared Flights shall be individuallyestablished by each Party for passengers booked under its respective designator code, subject to applicable bilateral airservice 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 bythe 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 ofthe 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 indemnifyand hold harmlessthe Marketing Partyforall costs and expenses related thereto, unless the Marketing Partyprovides such servicesthrough aground handling agreementwith the Operating Party, in which event the terms of that agreement shan apply. Notwithstanding the 

### foregoing, the Parties agree thatthe carrierconducting the initial check-in ofa passengerwill use reasonable efforts to verify that the passenger's documentation is valid and complete. The Parties agree to closely monitorthe immigration and customs handling. Furthermore, the Parties shall regularly reviewthe situation and take appropriate actionsto make sure thatthe customer is properly documented for entry into the destination country and properly documented for any transit points enroute.

SN-US Code Share Agreement 7ARTICLE 11 IRREGULAR FLIGHTS AND OVERSALES 11.1 PassengerRelated Expenses. In the eventofflight delays, cancellations, otherflight 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 foraccommodating 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 astheyfind necessaryand 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'sflights. 11.3 Aircraft Substitutions. The Operating Party maysubstitute from time to time an alternative aircraft type and shall, in such event, advise the Marketing Partyaccordingly, within a reasonable period oftime.
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 consistentwith the terms ofthis 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. Ifsuch is notthe case, the Parties shall confer in orderto 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 ofthe Code Share Flights shall comply in full with applicable laws and regulations.
ARTICLE 14 JOINTADVERTISING 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 afterthe effective dete ofthis Agreement. 14.2 Promotional Plans. Both Parties shall develop plans for mutuallyagreeable advertising and sales programmes, where appropriate.

SN-US Code Share Agl'eement. 814.3 Sales and Marketing Expense. Each Party may maintain, and wiil be individually responsible for the expense ofits own sales and marketing officeswhereversituated.

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 Partyshall use the commercial names, products and logos orcode designatorofthe 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-flyerprograms.
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 ofchoice orconflicts oflaw.
ARTICLE 

### 18 SETTLEMENTOF 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 ofthis Agreement, 

### rts Annexes, Attachments orotherwritten 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 arbitratorjointly selected bythe 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, theirattorneys, representatives, witnesses and experts, all ofwhom

SN-US Code Share Agreement. 9must 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 lawsuitagainstthe otherto resolve a dispute onlyunderthefollowing circumstances: 

## ill the dispute is regarding the recoveryofrevenues underthis agreement; 

# .au the dispute involves athird-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 underthis 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 NewYork.
ARTICLE 19 CONDITIONS OF CARRIAGE 19.1 Applicable Conditions ofCarriage. In relation to the contract between the Marketing Partyand its passengers that travel on an Operating Party's flight the applicable Conditions of Carriage (i.e. those ofthe Marketing Party and/orthe Operating Party) shall be determined in accordance with the provisions ofthe Montreal Convention (or anyother Convention law or regulation which shall for the time being govern the applicability of such Conditions of Carriage). Insofar as the applicability ofsuch Conditions of Carriage shall not be governed bythe Montreal Convention or anyotherrelevant Convention lawor regulation, the Conditions ofCarriage ofthe Marketing Party shall applyto 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 conformitywith 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 bythe Montreal Convention, limits ofliability shall be determined in accordance with the Montreal Convention. Notwithstanding this, or the provisions ofsubsections 19.1 and 19.2, the Marketing Partyagrees that, for matters notcovered by the Montreal Convention, or any other Convention law or regulation which shall for the time being govern the applicabilityofsuch Conditions of Carriage, the Operating Party's liabilityto the Marketing Party under this Agreement is limited to that permitted in the Operating Party's own Conditions of Carriage, as amended from time totime,
ARTICLE 20 LIABILITYAND INDEMNITY 20.1 Passengerand 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 mayoccuragainst, 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. 10passengers 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 injuryto ordeath ofemployees ofthe indemnifying Party on duty underthis Agreement (exceptwhen these are ticketed passengers ofthe other Party), or any loss of or damage to property (including aircraft) of the indemnifying Party resulting from, arising out ofor in anyway connected with the Code Share Flights exceptto the extent dueto the gross negligence and/or wilful misconduct of the other Party or any of its directors, officers, employees oragents. 20.3 Traffic Documents. Each Party shall assume the entire responsibilityforthe issuance of its own traffic documents and the reservation ofspace, 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 oragents. 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 or20.3 above are applicable and the Parties agree to co-operate in the resolution, settlement ordefensethereof. (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 ofsuch claims. However, the Marketing Party shall inform and consult with the Operating Party aboutthese claims, in accordance with 19.3. Thereupon the Operating Partyshall indemnifythe Marketing Partyforsuch payment. 20.5 Subcontracts. Ifthe Operating Partysubcontracts the operation of a service to athird Party, the liabilityofthe Operating Partyshall remain unaffected, and the Operating Partywill ensurethat an indemnity clause similar to subsection 20.1 and similar insurance requirements with no less stringentconditions and complying in all respectswith 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 orservices 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 ofthe Code Share Flights operated bysuch Party and cause their insurers to acknowledge the terms and conditions of the indemnities, as required bythisAgreement:

SN-U8 Code Share Agreement.

### (a) Aircraft Hull and Hull Warand Allied Perils Insurances forthe 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 towaive its rights againstorindemnifythe other Party hereunder. (b) Aircraft Third Party, Passenger, Baggage, Cargo and Mail Legal Liability Insurancefor a combined single limit (bodily injury/propertydamage) ofat least one billion United States dollars (USD $1,000,000,000) each occurrence. Such legal liability insurance shall contain thefollowing 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 liabilitystated in the policy. (iii) provide thatthis insurance shall be primary and without right ofcontribution from any other insurance carried bytheAdditional Insureds. (iv) provide that the coverafforded to each Additional Insureds by the policyshall not be invalidated by any act or omission (including misrepresentation and non-disclosure) of any otherinsured or Partywhich results in a breach ofanyterm, condition orwarranty of the policy provided that the Additional insured so protected has not caused, contributed to orknOWinglycondoned the said actoromission. (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 ormaterially altered in a manneradverse 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 exceptthatwith respectto warand allied perils coverage, such period of notice shall be seven (7) days orsuch lesserperiod as maybe customarilyavailable. (c) Third-Party LiabilityWar Risk insurance as per AVN52E or equivalent and FAA 

### Chapter 443WarRisk InsuranceforU.S. carriers, and excess insurance coverand/orgovernment assisted protection for an amount not less than one billion United States dollars (USD $1,000,000,000) foranyone 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 priorto the first flight hereunder and priorto each and every renewal ofsuch 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 orany measure thereofwhich is attributable to it in connection with the sale ofairtransportation pursuantto this Agreement. Each Partyshall be responsible for and paysuch Taxes on the portion ofsuch revenues or income attributable to it in relation to any interline service charge.

SN-US Code Share Agreement. 1222.2 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 bysuch Party. 22.3 Government Taxes. Each Party shall pay any Taxes imposed upon it by any governmental or regulatory authoritynot required to be paid bythe other Party hereto in accordancewith theterms 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 offlights operating on orafterthe March 28, 2010. 23.2 Term ofAgreement. The Agreement shall remain in full force indefinitely, This Agreement may be terminated byeithercarrier upon priorwritten notice, such notice having effecton the lastday ofthe lATAscheduling season so long as the notice is provided at least ninety (90) days priorto the end ofthe current lATAscheduling season. ifsuch notice Is given with lessthan ninety(90) days remaining in the current lATAscheduling season, then such notice shall be effective on the last day ofthefollowing lATAscheduling season. 23.3 StarAlliance Membership: SN mayterminate thisAgreementwith 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 IfSN ceases plans tojoin StarAlliance or, following completion of its membership, withdraws or is expelled from the StarAlliance. 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 ofwritten notice ofsuch defaultshall give the non-defaulting Partythe rightto terminate this Agreementwith 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 oftermination is legallygiven in accordance herewith.
ARTICLE 24 POSTTERMINATION 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 ofthis Agreement. Upon the expiration or termination ofthis Agreement, Including a notice oftermination, whicheveroccurs earlier, the Parties agree to honor tickets issued by either Party priorto such expiration or termination, for transportation on a Code Share Flight.

SN-US Code ShareAgreement. 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 ofthis Agreement, and shall not disclose its contents to anythird partyexcept 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-PartyArrangements. 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 anyotherthird 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 ofthe Parties. It is dUly incorporated and avalidly 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 nowbeing conducted. (b) Authority Relativeto this Agreement. It hasthe corporate powers and authoritiesto enter into, execute and deiiver this Agreement and to consummate the transactions contemplated hereby in accordance with the terms hereof. The execution and deiiveryof this Agreement and the consummation ofthe transactions contemplated hereby has been duly authorized byall necessarycorporate action on its own behaif. 

### This Agreement has been duly and validly executed and delivered and is, assuming due execution and deiivery bythe other Partythereof and thatthe other Party has full legal powerand 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 ofgenerai principies of equity, regardless ofwhether 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 ofthe 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 orprovisions of: (i)

SN·US Code ShareAgreement. 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 anyothersimilarcontractto 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 bythis Agreement ("Adverse Effect"), or (2) 

### violates orconflicts with anyfederal, state, local, orforeign law, rule, orregulation 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, orpermit, authorization, consent orapproval ofany governmental agencyorthird party is necessary or required to be made orobtained by it in connection with the execution and deliveryofthis Agreement otherthan 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 soughtfora breach ofsuch representation orwarranty. Each covenant and agreement made byeach Partyshall survive the execution ofthisAgreement.
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 underthis Agreement, otherthan its obligations underArticle 7 hereofand without prejudice to accrued rights and liabilities, -ifsuch failure is due to any cause beyond its control and not caused by its defaUlt, including, without limitation, acts ofGod, acts of public enemies, acts of orders of any governmental authority, fire, explosions, floods, airtraffic 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 extentofthe prevention orthe delay in the performance of its obligations hereunder. Thetermination oftheforce majeureshall similarlybe notified. 1n case force majeure fasts longerthan 30 (thirty) consecutive days from the date of its notice, then 

### both parties shall meet and agree on the necessary arrangementsfor the further implementation of this Agreement orofthetermination the same, butwithout prejudiceto 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 liabilityto the non-performing Party, subject to a notice in writing to that effect given sixty (60) days priorto termination.

SN-US Code Share Agreement. 15

### ARTICLE 29 INDEPENDENTCONTRACTORS 

### 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 oranyotheractions related to taxes, labour relations, sub-contractors and agents. The Parties expresslyacknowledge thattheydo notenjoyantitrust immunitywith each otherand must followall 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 maybewaived in writing bythe Partywhich is entitled to the benefitsthereof. 30.2 Future Performance. The waiverofanyterm orcondition ofthis Agreement shall not constitute a waiverofanysubsequent default or preclude such Partyfrom thereafterdemanding performance thereofaccording totheterms hereof.
ARTICLE 

### 31 NOTICES 

### 31.1 Notices. All notices, demands, consents, approvals and any other communication required or permitted underthis Agreement shall be in writing and shall be delivered to the respective head offices ofthe Parties at: In the case of: BRUSSELS AIRLINES 

### b.house
- BrusselsAirport
- Airport Building 26 boxOa.2 Ringbaan 1831 Diegem
- Belgium Attention: Telephone: Facsimile: E-Mail: Executive Vice President Network, Revenue Managementand Business Development 3227238129 3227238499 erik.follet@brusselsairlines.com With acopyto: BRUSSELS AIRLINES b.house
- Brussel's Airport
- ,Airport BuHding 26 box 1c.1 

### Ringbaan 1831 Diegem
- Belgium Attention: Telephone: Facsimile: E-Mail: Vice PresidentAliiances 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

16Tempe, AZ 85281 U.S.A. Attention: Telephone: Facsimiie: SeniorVice President Marketing and Planning 480-693-8222 480-693-5954
With afacsimile copyto: US Airways, Inc. 111 W.Rio Salado Parkway Tempe. AZ 85281 U.S.A. Attention: Facsimile: DeputyGeneral Counsel 480-693-5932 Any change to the above addresses or numbers shall be immediateiy notified tothe otherParty in accordancewith 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 afterthe 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 dayfollowing transmittal.
ARTICLE 

### 32 SUCCESSORS AND ASSIGNEES 32.1 Successors and Assignees. ThisAgreement shall be binding upon and inureto the benefit ofthe Parties hereto and their respective successors and permitted assigns (which shall include any successor by merger, amalgamation, consolidation, or purchase ofsubstantially all the assets of either Party); provided, however, that save as provided in Article 20.5, neitherthisAgreement nor anyofthe rights, interests orobligations hereundermay be assigned byany Party hereto (except to such a successor) without the prior written consent of the other Party. Any assignment or transfer, byoperation of laworotherwise, without such written consent shall be null and void and ofnoforce oreffect.
ARTICLE 33 NO THIRD-PARTYBENEFICIARY 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 ofAgreement. This Agreement shall not be construed againstthe Party preparing it, but shall be construed as if both Partiesjointly prepared it and any uncertainty or ambiguityshall 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 ofthis Agreement shall not affectthe validityorenforceabilityofanyotherprovision.

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 byan agreement in writing dulyexecuted byauthorized representatives ofboth Parties.
ARTICLE 37 SAFETYAND SECURITY 37.1 Security Programs. In the operation of its services, the Operating Party may utilize its own security programs, orthose imposed by government authorities. In undertaking these programs, the Operating Party may interview passengers, x-ray baggage, and perform such otherfunctions 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 ofall points to orfrom 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 ofthe Operating Party's operations, manuals, and procedures reasonably related to the Codeshared Flights (the "Marketing Party Reviews"), at such intervals as the Marketing Partyshall 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 Carrierwill 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, Chapter4, Section 4.2.

SN-US Code Share Agreement. ,0

### ARTICLE 38 COUNTERPARTS 

### 38.1 Counterparts. This Agreement may be executed simultaneously in counterparts, each ofwhich 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 mayenforce against either USAirways oranyaffiliate, as described in AppendixA, any right it may have underthis Agreement, and either USAirways oranyaffiliate mayenforce against SN any right USAirways oranyaffiliate may have underthisAgreement, exceptthat: (a) With regard to subsection 8.2 oftheAgreement, it is acknowledged that no affiliate issue tickets; (b) With regard to subsections 7.1 and 8.3 oftheAgreementthe counterpartyto SN will be USAirways ratherthan anyaffiliate; (c) Forthe purposes ofsubsections 4.1,5.1, and 6.1 ofthe Agreement, forflights operated byanyaffiliate, USAirways will be deemed the Operating Party. (d) With regard to insurance required to be obtained ormaintained by USAirways and any affiliate, pursuanttoArticle21, USAirways shall be solely liableforthe compliance with the terms and conditions ofsuch Article 21. ARTICLE 

### 40 ENVIRONMENTAL 

### 40.1 Operating Party Responsible. The Operating Partyshall be responsible forcompliance with all environmental regulations imposed bythe relevant authorities. 40.2 Emissions. The parties agree that as long asthe current EU EmissionsTrading Scheme ("ETS") remains in effect, the Marketing Partyshall not have anyobligation to track, report, orperform any otherobligations underthe ETS associated with the Operating party'sfiights. [Signature Page Follows]

SN-U8 Code Share Agreement.APPENDIXA FREQUENCY, SCHEDULE PLANNING AND SEATALLOTMENT 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 respectofthefollowing routes: 1.1.1 Routes within North America and between North America and points in Europe where US Airwayswill be the Operating Partyand SN will be the Marketing Party: PHLto/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 Eastwhere SN will be the Operating Partyand US Airwayswill 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 orsubstitute one or more city pairs on which they are orwill operate Code Share Flights in accordance with the terms of this Agreement. Regulatory constraints may limitthe initial implementation ofcertain 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 priorto oratthetime offree sale automation; and (c) establish a communicetion procedure to advise the other Party of pessenger reeccommodation plans in the event ofschedule 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 majoraircraftsubstitutions it may be required to makefrom time to time, as soon as reasonably possible to thefollowing services: USto 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 Agreementforthe purposes ofthe Code Share Flights, subject to proper commercial agreements and government approvals: SN Affiliates

5. AppendixAdministration USAirways Affiliates AirWisconsin Airways, Inc. ChautauquaAirlines, Inc, Colgan Air, Inc. MesaAirlines RepublicAirlines, Inc. Trans StatesAirlines, Inc.

5.1 The departments responsible forthe administration ofthis Appendixare: 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

22APPENDIXB STATION PROCEDURES to the Code Share Agreement effective as ofMarch 28, 2010, between BrusselsAirlines (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 Partyand 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 Partyor its handling agentwill check-in the Marketing Party's passengers atthe 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, thattheflight isjointlyoperated as codeshare with the Operating Party's aircraft. 2.2 SN shall check-in US Airways passengers using eitherthe operational SN flight numberorthe US participating flight number. Onlythe Operating Party's flight numberwill appearon 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 eitherthe operational USflight numberorthe SN participating flight number. Onlythe Operating Party's flight numberwill appearon baggage tags for all non-stop and multi-sector Code Share Flights (including through check-in). Boarding passeswill show both the Operating Party's and the Marketing Party's code and flight number. 2.4 Foreach 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. Sincethis agreement is based on a"free-sale concept", the principle "firstcome first serve" will be applied in case ofan oversale situation. 2.5 Both Parties agree to implement InterAirline 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 standardsto maintain and improvethe efficiency and effectiveness ofthe Code Share operations: Minimum effectiveness: Target effectiveness:

SN-US Code Share Agreenient. 80% 90%

232.6 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 ofmembers ofthe Marketing Party's Loyalty Program are provided through the reservation system. Ifnotprovided or incorrect, the Operating Partyor its handling agentwill add or, if necessary, amend the Marketing Party'sfrequentflyernumberto the passenger record in the DCS atthe time ofcheck-in. The DCS shall transmitthe datatothe Marketing Partyviathe 

### 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 applyto baggage handling. 3.1 BaggageAllowances The Operating Party's acceptance rules apply for all baggage. All baggage should be through checked-in tothefinal destination according to lATA recommended practice. 3.1.1 Checked Baggage SN:
Brussels Airlines appliesthe weight concept on all its routes. Forflights within Europe and TLV, passengers are allowed upto 30kg when travelling in business class and upto 20kg when travelling in economyclass (flex and lightsection). Forflights to/from Africa, piece concept applies (2x32kg each in C-c1ass and 2x23kg each in Yclass). Forthrough-checked passengers connecting to/from a US Airways operated transatlanticflight, the piece concept regulation applied on the transatlantic leg will applyforthe whole itinerary. US Airways: US Airways appliesthe piece concept on all its routes. Charges mayapplyfor each checked bag, excess pieces and/orexcessweight. Chargesfor bags and applicabilityare subjectto changes; US Airways will inform its partners ofthose charges.
a Maximum Standard weight for Coach/Economy Class travel is 501bs/23kg (exceptfortravel to/from Brazil which has a maximum weight of701bs/32kg) a The maximum standard weightfor Firstand EnvoyClasstravel is 70 Ibs/32kg a No singlepiece ofchecked baggage mayexceed 100 Ibs/45 kg a Heavytags 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 tothree free bags a US Airways Dividend Miles Sliver Preferred and Star Alliance Silver customers are entitled totwofree bags a Customerstraveling to/from the Middle Eastare entitled two free bags Customerstraveling 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 economyclass, 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.otherwhere 12kg (1 pc) is allowed iftravelling in the b.flexsection (highereconomy booking classes) and 6kg (1pc) iftravelling in the b.lightsection (lowereconomy booking classes). Fortransfer passengers, the Operating Party's allowances always prevail. All items carried on board mustfit in sizers, in overhead bins and underthe aircraftseats. US Airways: US Airways allows 1 piece ofcarry-on baggage forall classes plus one personal item. A personal item is defined as a handbag/purse, briefcase, personal computer, backpack, orothersmall bag or item not exceeding total dimensions of45 in (114 em) and total weight of 40 Ibs (18 kg). All items carried on board mustfit in the overhead bin or underthe seat.
4. StaffTravel 4.1 Unless otherwise provided by the relevant agreement on employee discount travel between the Parties, neitherthe Marketing Party, northe Operating Party, nor anythird party, shall be entitled to tickettravel industry non-revenue ordiscounted travel (e.g. agencydiscounts, industrydiscount etc.) on the Code Share Flights. The Operating Party shall not be required to honor any Marketing Partyflight coupons for such industry non-revenue or discounted travel, except ifsuch tickets have been issued in accordance with the existing 10 travel agreement between the Parties.. Ifthis would not be the case, then any tickets honored by the Operating Partyshall be settled atfacevalue and in accordance with Appendix D hereto, as amended from time totime.


### 5. Airport Gate Signage & Announcements 5.1 The Operating Partyor its handling agentwill ensurethe Marketing Party's signageto be dispiayed at each station, this in coordination with the Marketing Partyand subjectto local authority limitations, at check-in, public information boards, boarding gates, baggage claim and arrival areas, ticketing counters and lounges (ifapplicable). This will be done in coordination with the Marketing Partyand respecting the Marketing Party's branding. All initial costs related to the signage shall be borne bythe Operating Party. Anysignage costs resulting from a change ofbranding ofthe Marketing Partyduring the course ofthe code share operation shall be borne bythe Marketing Party. 5.2 The Operating Partyorits handling agentwill make the arrangements forthe respective boarding and arrival announcements, referring tothe 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 Partyshall provide promptadvice to thefollowing 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 ofthe Operating Party, shall be handled in accordancewith the Operating Party's appiicabie policies and procedures. 6.1.2 In the event offlight cancellations with prior notice of48 hours or more before scheduled time of departure, each Party or its nominated agent shall assume the responsibilityfor 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 eventofflight cancellations with priornotice of less than 48 hours before scheduled time of departure, the Operating Party or its nominated agent shall, with the assistance ofthe 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 accordancewith its applicable policies and procedures. 6.2 Emergency Procedures 6.2.1 Both Parties as StarAlliance member carriers shall complywith emergency response plans and procedures for mutual assistance as agreed in the StarAlliance Emergency Response Policies and Procedures Manual. As aconsequence, both Parties agree:

-- to immediately inform each otherin case ofan emergency; and

--tojointlydevelop and introduce emergency procedures; and

-- to releasejoint information tothe press in such case ofemergency.

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: USto SN: 

### DutyOfficer SITA: BRUKKSN Telephone: +32-2-723.88.33 Facsimile: +32-2-723.88.16 (NOT FOR PUBLIC DtSCLOSURE) 

### SN to US: 

### USAirways OCC DutyOfficer SiTA: Telephone: Facsimiie: HDQOMUS 1-412-474-5500 1-412-474-5550 (NOT FOR PUBLIC DISCLOSURE) 

### 6.2.3 Should a major incident oraccident occur, the Marketing Party must be immediateiycontacted 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 Partyshali not issue any information to the media on the status ofthe emergency, uniessjointly released with the Operating Partyorotherwise 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 ofthe 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 ensurethe efficient handling ofCode 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 ofthe 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 accordancewith 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 primarilyonto aiternative SN or USAirways services. 6.6 Inadmissibie passengers The Operating Party reserves the right to deny at the departing airport the boarding to any passengerwith incompietetravel 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 ofthe lATA resolution N° 701 forthe admission ofali 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 aconsequence, anycost (such asfines, 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 coverthe reasonable costs of providing passenger amenities to Code Share Passengers who fail to make theirconnections to the services ofthe Marketing Partyas a result of matterswithin the Operating Party's control (i.e. flight cancellation, shortterm 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 anycosts to eitherofthem in such circumstances. lATA Resolution 735d shall apply in all othercircumstances.
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, whicheverapplies, in the currentversion. 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 deliveryoftransferbaggage. 8.4 The last OC or its designated handling agent will perform the following activities in connection with baggage irregularities, underthe 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 PCfield

o 

### final settlement of Damage and Pilferage Cases bythe OC.

o 

### preparation of Property Irregularity Report (temporary loss) under the last OC's reference, with the last MC's reference in the PCfield

o 

### initial tracing in case oftemporary loss bythe OC or its handling agent

• handing overfiles after initial tracing period (5 days) to the Central Baggage Tracing Office ofthe 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 carrieron the routing portion ofthe baggage tag asthe Operating Carrier

• handing over ofOHD file and concerned baggage after initial holding period (5 days) to the Central Tracing Department ofthe 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 ordirect settlement costs for damaged baggage, initial cash advance, delivery costs, etc.) shall be borne by the lastOC. 8.5 The Operating Carrierwill be responsible forthe claim settlement in case offinal 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 (StarAlliance policyl 11.1 Code Share passengers of BrusselsAirlines and USAirways travelling in first/business class and/orStarAlliance Gold passengerstravelling in economyclass are entitled to make use of each other's owned lounges at locationswhere such lounge is available (one guest may be invited byfirst class and StarAlliance Gold passengers). Cross-charging applies according to the agreed cross-charging rules within Star. Furthermore, first/business class passengers and/orStar Alliance Gold passengerstravelling in economyclasswill have accessto anythird party lounge contracted bythe StarAlliance member carrieron which the customer istravelling. No cross-charging applies; all costs are borne bythe carrierhaving the contraelwith thethird party lounge owner.

13. AppendixAdministration 13.1 The departments responsible forthe administration ofthis Appendixare: SN: Ground Services e-mail: sonja.debruyn@brusselsairlines.com and Customer Relations e-mail: ilse.gallot@brusselsairliens.com
US: CustomerService e-mail: alex.schaefer@usairways.com

SN-US Code Share Agreement. 30APPENDIXC 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 partywill pUblish its own flights.
2. Inventorymanagement
The control ofthe total seat capacity is the responsibility ofthe operating party. Bookings shall be accepted on a 'firstcome, firstserved' basis outofthejointly linked inventories. The US/SN agreement is afree flowagreement. Each partywill sell directlyfrom the operating party's inventory until notification is received indicating a particular inventory"class" is sold out. The marketing partywill take this AVS message and close the appropriate class/classes of service on the marketing flight.

2.1 InventoryStructure 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 subjectto AVS close messages and overbooking ofmarketing space is strictly prohibited. 2.2 InventoryAvailability 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 hasthe responsibiiityto close the flight/class ofservice indicated in the message and send messagesto otherCRS'formarketing flight closure. Conversely, an AVS "open" messagewill be set once the corresponding mapped class orclasses are re-opened foravailability.
2.3 Reconfirmation policy The operating partywill not require reconfirmation of marketing passengers. 2.4 Flight Firming The Marketing Carrierwill perform flightfirming forthe marketing flight reservation by using its own procedures. In casethere is a high numberof no show passengers resulting from the insufficient action bythe Marketing Carrier, the Operating Carriercan request the Marketing Carrierto perform theflight firming and the Marketing Carriershall fully cooperate with the Operating Carrierin orderto reduce the high numberofno show passengers. On the otherhand, if, in the opinion ofthe Operating Carrier, there areduplicate bookings in respect ofanyCode

SN-US Code ShareAgreement. 31Share Flight, the Operating Carriershall inform the Marketing carrieratthe following addresses, and the Marketing carriershall 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 ofthe 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 bythe Operating Carrier. In such case thefirming request should be forwarded bye-mail to: SN: marc.schneidewind@brusselsairlines.com SITA: BRURCSN
2.5 Fare class mapping To offerflights underthe conditions ofthe US/SN Agreement, it is necessarythat booking classes and flight numbers be linked. US and SN shall nottake anyactionsthat mightseverethis linkwithout advising the partnerairline well in advance. Each partywill ensure the marketing flight booking class is closed when the operating flight closes an associated booking class. SN and US mayperiodicaily review and change the fare class mapping based on mutual agreement.

3. Advanced Seat Selection The Operating Partyshali honourseat requests madeforthe Marketing Party's passengers. Seat requests can be madewith generic entries (NSSW/NSSA) or requesting aspecificseat numberif the seat map ofthe Operating Party'sflight is available (RQST). Both SN and US are non-smoking carriers.

4. GroupAcceptance Groups need to be requested with the Operating Party, and will not be allowed undermarketing flight designator.

5. Handling of Passengers and reservation control Each party is responsible for controlling bookings made underits designatorin away which allows maximum use ofthe sales potential ofaflight. Ifforthis purpose it becomes necessaryto cancel some segments withoutthe consent ofthe passenger, each partywill do so onlyforthose booked underits own booking designator.

In case ofirregularities, each party is responsible for its own passengers, exceptwhen aflight is

SN-US Code Share Agreement. 32cancelled lessthan 48 hours beforescheduled departure, in which eventthe Operating Party shall be responsibleforall passengers booked on theflight. Outside48 hours, each party is responsible forthe reaccommodation of its own passengers. Ifthe Operating Partydecidesto cancel aflight, itwill 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 Partywill notifysuch statementto the Marketing Party butwill nevercancel the PNR. The Operating Carrier may request ticket numbers on Marketing Party's bookings, butwill never cancel the booking in case theticket information is notavailable. In accordance with governmental regulations, the customer must be advised ofthe party operating the marketing segmentwhen aschedule is presented
6 Database Maintenance of Flight and Schedule Changes !Irregularities The Operating Partyshall advise planned Schedule/AircraftChanges on theiroperating flights atthe earliestpossible time. Such messages shall be sentto: SN, asthe Operating Party, agrees to advise US, asthe Marketing Party, atthe earliest possible time byway ofaSSIM exchange in all caseswhere planned schedule changes become necessaryand effective. US address is: codehare@usairways.com US, as the Operating Party, agrees to advise SN, as the Marketing Party, atthe earliest possible time bywayofa SSIM exchange in all caseswhere planned schedule changes become necessaryand effective.SN address is: scheduledistribution@brusselsairlines.com Theflightschedules are to be updated bythe respective airline. The Operating Party must make surethatthe Marketing Party isthereforewell informed about all the changes. Schedule update has to be completed within 24h afterpUblication.

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 ofthis agreement, but always be requested to book directlywith 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. Forall services that haveto be confirmed on request bythe 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 perSSRtable in item 7.3 Special meals can be requested upto 24 hours priorto departure. When SN = DC, 

### on European sectors, complimentarymeal and drinks are served in the b.flex economyclass compartment. Nofree meals are served in the b.light economyclass compartment butare availablefor purchase. Special meals hence cannot be ordered when traveiling in the b.light economyclass 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 bySN: 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 TKto US: 

### SITA: HDORMUS

SN-US Code Share Agreement. 348. Charges Both parties agree to applythe operating party's charges in respectto special services granted.


### 8.1 US Charges (US reserves the rightto amend these rates)


# IAnimal in hold (AVIH) 

# I NotApplicable 

## I Baby basket (BSCT) 

## I No Charge, Infant Fare
- 10% ofAdult Fare 

## I Extra seat (EXST) 

# I Same Fare as Passenger 

# I Pet in cabin (PETC) 

# I DomesticUSA
- $100 USD DomesticUSA
- $100 USD SportingEquipment (SPEQ)

Unacc minor (UMNR) Unaccompanied Minors OnlyAccepted on Non-Stop US Operated Services. Non-Sto US UM

# =$100 USD I--,W-,-hcce:.::e:.::lc",h=-:ai::-r (--'W::-C=-:H--'x 2

# )_1 NoCharge



### 8.2 SN Charges (SN reserves the rightto 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 thefree bagqaqe allowance Free ofcharge Apply same fare as paid bythe passenger.
30.00 EUR Short Haui and 60 EUR Medium and Long Haul (perthrough 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. 35L- 

# I b.flex/ business 

## I Unaccompanied minor (UMNR) Free ofcharge 30.00 EUR 

# I Wheelchair (WCHx) Free ofcharge

9. Flight Reconciliation/Post Flight Messages 

### 9.1 The Operating Partyshall provide aflight 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 departureto the following addresses: US to SN: SN to US: SITA: SITA: BRUUMSN, BRUKMSN HDQRMUS SN can provide PFS, PRL and SLS messages (all lATAformatted). No othermanual messages can be provided.



### 10. Termination 10.1 In case oftermination ofthis Agreement underArticle 23, bookings alreadyconfirmed priorto the date of notice oftermination shall be respected and honored bythe Parties. Are-accommodation or re-protection on the Operating Party's flight numbermight be required. 

### 11. ITSupport 

### 11.1 Both Parties shall advise the following services forthe purposes of dealing with any IT/systemrelated operational issuesthat mayarise from time to time affecting Code Share Flights. US to SN: Distribution Strategy email: alexandra.wolfs@brusselsairlines.com SN to US: 

### InventoryServices Telephone: 1-336-760-7882
12. Appendix Administration 12.1 The departments responsible forthe administration ofthisAppendix are: SN: 

## us: Distribution Reservations e-mail: marc.schneidewind@brusselsairlines.com e-mail: darren.connell@usairways.com

SN-US Code Share Agreement. 36APPENDIX 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 eventthat the Operating Party upliftsflight coupons issued by a third-partyticketing carrier that are closed to the flights of athird 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 endorsementfrom the third party. 1.3.1 Interline billing shall be performed according tothe lATA Multilateral InterlineTrafficAgreement and the Special ProrateAgreement between the Parties, both as amended from timeto time. 1.3.2 All interllneableTFC"s (Tax, Fees, and Charges shall be paid in accordance with RAM A2, 10.2.1: the correctTFC amount published in the lATA Industry RevenueAccounting Tax Database (RATD) may be billed ifthe TFC is applicable, regardless ofcollection atthe time the ticket is issued. The determination ofapplicable TFC must be based on the complete ticket sales (eg: ISR, TCN) data ifavailable. 1.3.3 The Ticketing Partywill receive the Interline Service Charge, as applicable. 1.3.4 The "YQIYR"tax is non-interlineable. A bilateral agreement between the partieswill be soughtfor the settlement ofthe YQIYRtax.

2. EndorsementWaiver 2.1 The terms and conditions ofthe EndorsementWaiverAgreement between the Parties shall apply to this Agreement, as amended from time to time.
3. Flight Interruption Manifest 3.1 Any passengers ofeither Party carried on a Flight Interruption Manlfest (Fir\l1) document issued by the other Partyshall be charged bythe respective Operating Party in accordance with the existing simplified FIM billing agreement between the Parties, or, ifsuch an agreement does not apply or exist, in accordancewith 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. AppendixAdministration 5.1 The departments responsibleforthe administration ofthisAppendixare: SN: US: 

### RevenueAccounting RevenueAccounting e-mail: marleen.vandereycken@brusselsairiines.com e-mail: lori.tully@usairways.com

38