UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, DC Issued by the Department of Transportation on October 22 , 2010 NOTICE OF ACTION TAKEN -- DOCKET S DOT - OST - 2005 - 20122 and DOT - OST - 2010 - 0180

_______________________________________________________________________________________________________ ____________ __ This serves as notice to the public of the action described below, taken by the Department official indicated (no additi onal confirming order will be issued in this matter). 1. Docket DOT - OST - 2005 - 20122 Appl ication of CONTINENTAL AIRLINES, INC. (Continental), filed 7/8 /20 10 for: XX Amendment of exemption under 49 U.S.C. 40109 to the extent necessary to permit Continenta l to display its designator code on flights operated by its foreign code - share partners on the following services: Scheduled foreign air transportation of persons, property, and mail between points in the United States and points worldwide on a third - coun try code - share basis pursuant to blanket code - sharing statements of authorization previously approved by the Department. 1 2 2. Docket DOT - OST - 2010 - 0 1 80 Joint Application of CON TINENTAL , C ONTINENTAL MICRONESIA , I NC . (Continental Micronesia), and SPANAIR, S.A. ( Spanair ) , filed 7/8 /20 10 for: Blanket s tatements of authorization to permit Continental to display the ( JK *) designator code of Spanair on Continental ’s flights and Spanair to display the (CO*) designator code of Continental on Spanair ’ s flights i n conjunction with foreign air transportation of persons, property, and mail on flights : ( 1) between any point or points in the United States and any point or points in any European Union (EU) Member State (e ither nonstop or via intermediate Open Skies poi nts); ( 2) between any point or points in the U.S. and any other point or points in the European Common Aviation Area where an Open Skies agreement is being applied; ( 3) between U.S. points; ( 4) between EU points; (5) between the EU and any

1 The authorized foreign carriers are: Compania Panamena de Aviacion, S.A. (COPA); Air Canada; Jazz Air LP d/b/a Air Canada Jazz (Air Canada Jazz); B ritish Midland Airways Limited d/b/a bmi (bmi); British Midland Regional Limited d/b/a bmi Regional (bmi Regional); Deutsche Lufthansa AG (Lufthansa); Lufthansa Cityline GmbH (Lufthansa Cityline); Air Dolomiti S.p.A. LARE (Air Dolomiti); Augsburg Airways G mbH (Augsburg); PrivatAir GmbH; PrivatAir S.A.; Contact Air Flugdienst GmbH & Co. (Contact Air); Eurowings Luftverkehrs AG (Eurowings); Cirrus Airlines Luftfahrtgesellschaft mbH (Cirrus Airlines) ; Asiana Airlines, Inc. (Asiana); Air New Zealand; Scandinavi an Airlines System (SAS); Brussels Airlines N.V./S.A. (Brussels Airlines); Aegean Airlines Societe Anonyme d/b/a Aegean Airlines S.A. (Aegean Airlines) ; TAP Portugal (TAP); and Blue 1 Ltd. (Blue1) . See Notice s of Action Taken on October 21, 2009, in Docke ts 2005 - 20122, DOT - OST - 2009 - 0173, DOT - OST - 2009 - 0174, and DOT - OST - 2009 - 0175 ; November 20, 2009, in Dockets 2005 - 20122 and DOT - OST - 2009 - 0277; January 26, 2010, in Dockets DOT - OST - 2005 - 20122 and DOT - OST - 2009 - 0340; March 11, 2010, in Dockets DOT - OST - 2005 - 20122 and DOT - OST - 2010 - 0020; June 9, 2010, in Dockets DOT - OST - 2005 - 20122 and DOT OST - 2010 - 0111 ; June 23, 2010, in Dockets DOT - OST - 2005 - 20122 and DOT - OST - 2010 - 0132 ; September 9 , 2010, in Dockets DOT - OST - 2005 - 20122 and DOT - OST - 2010 - 0206; and October 1, 2010, in D ockets DOT - OST - 2005 - 20122 and DOT - OST - 2010 - 0171. 2 Continental requests that its blanket code - share exemption authority be amended to the extent necessary to permit it to also place its designator code on flights operated by Spanair through March 5, 2011, coextensive with its existing exemption authority in Docket DOT - OST - 2005 - 20122.open - skies point or points; (6) beyond the EU to any point or points; and ( 7 ) beyond the U.S. to any point or points. 3 Applicant rep s : Lorraine B. Halloway (202) 624 - 2 500 (Continental and Continental Micronesia) and Michael F. Goldman ( 2 0 2 ) 944 - 3304 ( Spanair ) DOT Analys t: Brett D. Kruger (2 02) 366 - 8025 D I S P O S I T I O N XX Granted (subject to conditions, see below) The above action granting amended exemption authority is effective when taken : October 22, 2010 , through March 5 , 2011 . The above action granting blanket statements of authorization to the referenced carriers is effective: October 22 , 2010 , and will remain in effect indefinitely, subject to conditions. Action taken by: Paul L. Gretch, Director Office of International Aviation XX The authority gr anted is consist ent with the U.S. - EU Air Transport Agreement. Except to the extent exempted or waived, this authority is subject to the terms, conditions, and limitations indicated: XX Continental ’s certificates of public convenience and necessity XX Standard U.S. carrier exemption conditions (attached as Appendix A ) XX C onditions for statements of authorization granted here (attached as Appendix B ) XX Conditions attached to previously granted blanket statements of authorization 4

_____________ ________________________________________________________________________________________________________ Remarks / Conditions : We note that Continental has conducted a safety audit of Spanair u nder the Department’s Code - Share Safety Audit Program, and the F AA has advised us that it has reviewed the relevant audit report and found it to be acceptable. The exemption authority granted here is for operations with the foreign code - share partners and affiliates named above , to include Spanair . Should Continent al and any additional code - share partner be granted statements of authorization, Continental will need to apply for exemption authority to the extent necessary to permit Continental to display its code on flights operated by the new code - share partner and will need to have conducted code - share safety audits of its foreign partners prior to receipt of authority for such code - share services. On the basis of data officially noticeable under Rule 24(g) of the Department's regulations, we found Continental qual ified to provide the exemption services authorized. Under authority assigned by the Department in its regulations, 14 CFR Part 385, we found that (1) our action was consistent with Department 3 The joint applicants state that unless the context of their application requires otherwise, the term “Continental” includes Continental Micronesia. The joint applicants n ote that Continental Micronesia will not place its code on flights operated by Spanair, but Spanair will place its code on flights operated by Continental Micronesia. 4 See Notices of Action Taken dated July 9, 1998 (98 - 65 , undocketed, Continental - COPA); O ctober 21, 2009 (Dockets DOT - OST - 2005 - 20122, DOT - OST - 2009 - 0173, DOT - OST - 2009 - 0174, and DOT - OST - 2009 - 0175, Continental. - Air Canada and Air Canada Jazz, Continental - bmi and bmi Regional, and Continental - Lufthansa , Lufthansa Cityline, Air Dolomiti, Augsburg, PrivatAir GmbH, PrivatAir S.A., Contact Air, Eurowings, and Cirrus Airlines); November 20, 2009 (Dockets DOT - OST - 2005 - 20122 and DOT - OST - 2009 - 0277, Continental - Asiana); January 26, 2010 (Dockets DOT - OST 2005 - 20122 and DOT - OST - 2009 - 0340, Continental - Air New Zealand); March 11, 2010 (Dockets DOT - OST - 2005 - 20122 and DOT - OST - 2010 - 0020, Continental - SAS); June 9, 2010 (Dockets DOT - OST - 2005 - 20122 and DOT - OST - 2010 - 0111, Continental - Brussels Airlines); June 23, 2010 (Dockets DOT - OST - 2005 - 20122 and DOT - OST - 2010 - 0132, C ontinental Aegean Airlines) ; September 9 , 2010 (Dockets DOT - OST - 2005 - 20122 and DOT - OST - 2010 - 0206 , Continental - TAP ) ; and October 1, 2010 (Dockets DOT - OST - 2005 - 20122 and DOT - OST - 2010 - 0171 (Continental - Blue1) .policy; (2) grant of the authority was consistent with the publ ic interest; and (3) grant of the authority would not constitute a major regulatory action under the Energy Policy and Conservation Act of 1975. To the extent not granted, we denied all requests in the referenced Docket s . We may amend, modify, or revoke the authority granted in this Notice at any time without hearing at our discretion. Persons entitled to petition the Department for review of the action set forth in this Notice under the Department’s regulations, 14 CFR §385.30, may file their petitions within seven (7) days after the date of issuance of this Notice. This action was effective when taken, and the filing of a petition for review will not alter such effectiveness. An electronic version of this document is available on the World Wide Web at : www.regulations.gov

### Appendix A U.S. Carrier Exemption Conditions In the conduct of the operations authorized, the U.S. carrier applicant(s) shall: (1) Hold at all times effective operating authority fro m the government of each country served; (2) Comply with applicable requirements concerning oversales contained in 14 CFR 250 (for scheduled operations, if authorized); (3) Comply with the requirements for reporting data contained in 14 CFR 241; (4) Comply with requirements for minimum insurance coverage, and for certifying that coverage to the Department, contained in 14 CFR 205; (5) Except as specifically exempted or otherwise provided for in a Department Order, comply with the requirements of 14 CFR 203, concerning waiver of Warsaw Convention liability limits and defenses; (6) Comply with all applicable requirements of the Federal Aviation Administration, the Transportation Security Administration, and with all applicable U.S. Government require ments concerning security, including, but not limited to, 49 CFR Part 1544. To assure compliance with all applicable U.S. Government requirements concerning security, the holder shall, before commencing any new service (including charter flights) to or fr om a foreign airport, contact its Principal Security Inspector (PSI) to advise the PSI of its plans and to find out whether the Transportation Security Administration has determined that security is adequate to allow such airport(s) to be served; (7) Com ply with such other reasonable terms, conditions, and limitations required by the public interest as may be prescribed by the Department of Transportation, with all applicable orders and regulations of other U.S. agencies and courts, and with all applicabl e laws of the United States. The authority granted shall be effective only during the period when the holder is in compliance with the conditions imposed above.

1/2008

### Appendix B The code - share operations authorized here are sub ject to the following conditions: (a) The statements of authorization will remain in effect only as long as (i) Continental, Continental Micronesia, and Spanair continue to hold the necessary underlying authority to operate the code - share services at issu e, and (ii) the code - share agreement providing for the code - share operations remains in effect. (b) Continental, Continental Micronesia, and/or Spanair , as appropriate, must notify the Department no later than 30 days before they begin any new code - share service under the code - share services authorized here. Such notice shall identify the market(s) to be served, which carrier will be operating the aircraft in the code - share market added, and the date on which the service will begin. 1 Such notice should b e filed in Docket DOT - OST - 200 5 - 20122 . (c) Continental, Continental Micronesia, and/or Spanair , as appropriate, must promptly notify the Department if the code - share agreement providing for the code - share operations is no longer effective or if the carrier s decide to cease operating all or a portion of the approved code - share services. Such notice should be filed in Docket DOT - OST - 200 5 - 20122 . 2 (d) The code - sharing operations conducted under this authority must comply with 14 CFR 257 and with any amendmen ts to the Department’s regulations concerning code - share arrangements that may be adopted. Notwithstanding any provisions in the contract between the carriers, our approval here is expressly conditioned upon the requirements that the subject foreign air t ransportation be sold in the name of the carrier holding out such service in the computer reservation systems and elsewhere; that the carrier selling such transportation ( i.e., the carrier shown on the ticket) accept responsibility for the entirety of the code - share journey for all obligations established in its contract of carriage with the passenger; that the passenger liability of the operating carrier be unaffected; and that the operating carrier shall not permit the code of its U.S. code - sharing partne r to be carried on any flight that enters, departs, or transits the airspace of any area for whose airspace the Federal Aviation Administration has issued a flight prohibition. (e) The authority to operate to third countries is subject to the condition th at any service provided under the statement of authorization shall be consistent with all applicable agreements between the United States and the foreign countries involved. Furthermore, (i) nothing in the award of this blanket statement of authorization should be construed as conferring upon Continental or Continental Micronesia rights (including code - share , fifth freedom intermediate and/or beyond rights) to serve markets where U.S. carrier entry is limited unless Continental or Continental Micronesia no tifies the Department of their intent to serve such a market and unless and until the Department has completed any necessary carrier selection procedures to determine which carrier(s) should be authorized to exercise such rights; and (ii) should there be a request by any carrier to use the limited - entry route rights that are included in the authority of Continental or Continental Micronesia by virtue of the blanket statement of authorization granted here, but that are not then being used by Continental or C ontinental Micronesia, the holding of such authority will not be considered as providing any preference for Continental or Continental Micronesia in a competitive carrier selection proceeding to determine which carrier(s) should be entitled to use the auth ority at issue. 3 (f) The authority granted here is specifically conditioned so that neither Continental, Continental Micronesia nor Spanair shall give any force or effect to any contractual provisions between themselves that are contrary to these conditio ns. We may amend, modify, or revoke the authority granted at any time without hearing at our discretion.

1 Pursuant to the Department’s Notice In the Mat ter of Blanket Notification of Code - Share Service to Open Skies Partners and Points dated February 9, 2009, the joint applicants have provided notification of their intent to engage in reciprocal code - share services, beginning on or about September 1 , 201 0, between Open Skies points as outlined in their application. 2 We expect this notification to be received within ten (10) days after such non - effectiveness or of such decision. 3 The notice in paragraph (b) above can be used for this notification.