BEFORE THE 

DEPARTMENT OF TRANSPORTATION '·; 

WASHINGTON, D. C. : ~' ·-· "' -··- I 

Joint Application of 

AMERICAN AIRLINES, INC. 

and 

MALAYSIA AIRLINES 

:DOT-OST-2013-0022 

under 14 CFR Part 212 for statements of 

authorization (blanket codesharing) 

Application of 

AMERICAN AIRLINES, INC. :DOT-OST-2009-0337 

for an exemption under 49 USC § 40109 

(worldwide codesharing with open skies 

partners) 

JOINT APPLICATION OF AMERICAN AIRLINES, INC. 

AND MALAYSIA AIRLINES FOR CODESHARE AUTHORIZATIONS 

Communications with respect to this document should be sent to: 

For Malaysia Airlines: 

CHARLES J. SIMPSON, JR. 

DAVID M. ENDERSBEE 

Zuckert, Scoutt & Rasenberger, 

L.L.P. 

888 Seventeenth Street, N.W. 

Suite 700 

Washington, D.C. 20006 

(202) 973-7926 

cjsimpson®zsrlaw.com 

dmendersbee®zsrlaw.com 

For American Airlines: 

VIRASB VAHIDI 

Senior Vice President -

Marketing and Planning and 

Chief Commercial Officer 

American Airlines, Inc. 

P.O. Box 619616, MD 5634 

DFW Airport, Texas 75261 

WILLIAM K. RIS, JR. 

Senior Vice President -

Government and Regulatory 

Affairs 

American Airlines, Inc. 

1101 17th Street, N.W. 

Washington, D.C. 20036 
NOTICE: 

ROBERT A. WIRICK 

Managing Director, 

Regulatory and 

International Affairs 

American Airlines, Inc. 

P.O. Box 619616, MD 5634 

DFW Airport, Texas 75261 

(817) 963-039 

FRANCIS C. HEIL 

Senior Attorney 

American Airlines, Inc. 

1101 17th Street, N.W. 

Suite 600 

Washington, D.C. 20036 

(202) 496-5642 

francis.heil@aa.com 

The Joint Applicants request expedited treatment and 

will poll the U.S. carrier representatives shown on the 

attached Service List and inform the Department of the 

polling results. 

February 1, 2013 
BEFORE THE 

DEPARTMENT OF TRANSPORTATION 

WASHINGTON, D. C. 

Joint Application of 

AMERICAN AIRLINES 1 INC. 

and 

MALAYSIA AIRLINES 

under 14 CFR Part 212 for statements of 

authorization (blanket codesharing) 

Application of 

AMERICAN AIRLINES 1 INC. 

for an exemption under 49 USC § 40109 

(worldwide codesharing with open skies 

partners) 

. 

:DOT-OST-2013-oo12 

:DOT-OST-2009-0337 

JOINT APPLICATION OF AMERICAN AIRLINES, INC. 

AND MALAYSIA AIRLINES FOR CODESHARE AUTHORIZATIONS 

American Airlines 1 Inc. (and affiliates American Eagle 

Airlines/ Inc. and Executive Airlines/ Inc. d/b/a American 

Eagle) ("American//) and Malaysia Airlines ( "MAS 11 ) hereby jointly 

apply under 14 CFR Part 212 for blanket statements of authorization in order to engage in reciprocal codeshare services 

under the United States-Malaysia open skies agreement. 

American also applies under 49 USC § 40109 in Docket OST-2009-

0337 for underlying exemption authority to the extent necessary 

to hold out such codeshare service. 
Joint Application of 

American Airlines and 

Malaysia Airlines 

Page 2 

The American/MAS Codeshare Agreement is attached as 

Exhibit 1. Annex B of the Codeshare Agreement lists those 

markets in which the applicants currently contemplate 

codesharing. The applicants propose to implement codeshare 

services on or about March 31, 2013, subject to receipt of 

government approvals. Specifically, American and MAS are 

seeking the following authority: 

(A) American requests a statement of authorization to 

display MAS's MH* designator code in conjunction with foreign 

air transportation of persons, property, and mail on flights 

operated by American or American Eagle1 between (l) points in 

the United States; (2) points in the United States and points 

in Malaysia (either nonstop or via intermediate points in third 

countries); (3) points in the United States and points in third 

countries; (4) and points in Malaysia and points in third 

countries. 

American also requests amendment of its blanket exemption 

in DOT-OST-2009-0337 to enable it to provide third country 

codeshare service to any point worldwide under the MAS 

statement of authorization for codesharing with American. The 

additional countries that would be covered by this amendment 

(and as to which the applicants are hereby providing 30-day 

notice) are the following non-open skies points listed in Annex 

1 City-pairs operated by American Eagle are identified in Exhibit 2. 
Joint Application of 

American Airlines and 

Malaysia Airlines 

Page 3 

B of the Codeshare Agreement: Phnom Penh and Siem Reap 1 

Cambodia; Ho Chi Minh City/ Vietnam; and Hong Kong. 2 

(B) MAS requests a statement of authorization to display 

American's AA* designator code in conjunction with foreign air 

transportation of persons/ property/ and mail on flights 

operated by MAS between (1) points in Malaysia; (2) points in 

Malaysia and points in the United States (either nonstop or via 

intermediate points in third countries); (3) points in Malaysia 

and points in third countries; and (4) points in the United 

States and points in third countries. 

American holds underlying open skies certificate authority 

to serve between the United States and Malaysia and beyond 

granted by Order 2007-4-2 1 April 3 1 2007 (Route 835). This same 

certificate also provides authority to the following open skies 

points listed in Annex B for third-country codesharing: Brunei/ 

France 1 Germany/ Indonesia/ Japan 1 Singapore/ Thailand/ and 

United Kingdom. 

MAS holds a foreign air carrier permit authorizing it 1 

inter alia 1 to perform scheduled foreign air transportation of 

persons/ property/ and mail from points behind Malaysia via 

Malaysia and intermediate points to a point or points in the 

United States and beyond. See Order 2002-9-26 1 October 1 1 2002 

(DOT-OST-1999-6211) . 

2 Evidence of third-country codeshare rights for these non-open skies 

points is provided in Exhibit 3. 
Joint Application of 

American Airlines and 

Malaysia Airlines 

Page 4 

The blanket codeshare authorizations requested in this 

joint application are fully consistent with the United StatesMalaysia open skies agreement and with the public interest. 

See Statement of United States International Air Transportation 

Policy/ 60 Fed. Reg. 21841 1 May 3 1 1995. The request is also 

consistent with the Department's policy of granting blanket 

rights to codeshare partnerships in open skies markets. See/ 

e.g. 1 Department Action/ DOT-OST-2007-0078 1 January 7 1 2008 

(American and Jet Airways) . 

American and MAS accept the Department's standard 

condition on third-country services. See 1 e.g. 1 Notice of 

Action Taken/ DOT-OST-2011-0210 1 December 13 1 2011 (American 

and Lan Ecuador)/ Appendix C1 condition (e). 

Blanket authorizations are in the public interest because 

they enable codeshare partners to develop the full range of 

services permitted under applicable bilateral agreements. The 

services contemplated by American and MAS will provide a more 

efficient use of capacity in the marketplace/ and help maximize 

the range of service options available to the traveling and 

shipping public. 

Under the Department 1 s Notice in the Matter of Blanket 

Notification of Codeshare Service to Open-Skies Partners and 

Points/ February 9 1 2009 1 American and MAS hereby provide 

blanket notification of their intent to engage in reciprocal 
Joint Application of 

American Airlines and 

Malaysia Airlines 

Page 5 

codeshare services: 

~ Between points in the United States and points in the 

Malaysia (on a nonstop basis and intermediate routings 

via open skies points) 

~ Between points in the United States 

~ Between points in Malaysia 

~ Beyond Malaysia to open skies points 

~ Beyond the United States to open skies points 

American and MAS will notify the Department no later than 

30 days before commencing codeshare services to or from 

additional non-open skies countries, and will conduct all of 

their codeshare operations in compliance with 14 CFR Part 257. 

In response to the Department's letter of June 1, 1995 to 

participants in the Civil Reserve Air Fleet Program, American 

states that the codeshare arrangement at issue here will have 

no impact on American's CRAF commitments. 

American and MAS request that blanket statements of 

authorization be granted for an indefinite period, consistent 

with Department precedent in other codeshare dockets. 

On December 14, 2012, American's compliance statement on 

MAS's IOSA codeshare safety audit was presented to the Federal 

Aviation Administration. The FAA has rated Malaysia a Category 

1 country. 

American and MAS are polling parties on the attached 

certificate of service and request expedited approval of this 
Joint Application of 

American Airlines and 

Malaysia Airlines 

Page 6 

joint application so that the initial phase of AA/MH* and 

MH/AA* codeshare services may be implemented on March 31, 2013. 

Respectfully submitted, 

DAVID M. ENDERSBEE 

Zuckert, Scoutt & Rasenberger, 

L.L.P. 

Counsel for Malaysia Airlines 

February 1, 2013 

c 

FRANCIS C. HEIL 

Senior Attorney 

American Airlines, Inc. 
CERTIFICATE OF SERVICE 

I hereby certify that on this 1st day of February 2013, a 

copy of the foregoing Joint Application of American Airlines and 

Malaysia Airlines was served by email on the parties named below: 

Lorraine B. Halloway 

Gerald F. Murphy 

Counsel for Continental/United 

Airlines 

Crowell & Moring LLP 

1001 Pennsylvania Avenue, N.W. 

Washington, D.C. 20004-2595 

lhalloway@crowell.com 

gmurphy@crowell.com 

Dan Weiss 

Managing Director -

International & 

Regulatory Affairs 

United Air Lines 

77 West Wacker Drive-HDQIZ 

Chicago, IL 60601 

dan.weiss@united.com 

Stephen J. Morrissey 

Managing Director, Regulatory 

and Policy 

United Air Lines, Inc. 

1225 New York Ave., NW- DCAIZ 

Suite 1100 

Washington, DC 20005 

steve.morrissey@united.com 

Jonathan T. Linde 

Managing Director & Senior 

Counsel- Regulatory 

United Air Lines, Inc. 

77 West Wacker Drive-HDQLD 

16th Floor 

Chicago, IL 60601 

jonathan.linde@united.com 

Anita Mosner 

Jennifer Nowak 

Counsel for United Parcel 

Service 

Holland & Knight 

8 0 0 17th Street, N. W. 

Suite 1100 

Washington, D.C. 20006 

anita.mosner@hklaw.com 

jennifer.nowak@hklaw.com 

Alexander Van Der Bellen 

Sametta C. Barnett 

Delta Air Lines 

1212 New York Avenue, NW 

Suite 200 

Washington, D.C. 20005 

sascha.vanderbellen@delta.com 

Sametta.c.barnett@delta.com 

Robert Wirick 

American Airlines, Inc. 

1101 Seventeenth Street, N.W. 

Suite 600 

Washington, D.C. 20036 

robert.wirick@aa.com 

John L. Richardson 

Joan Canny 

Counsel for Amerijet 

International 

John L. Richardson, P.L.L.C. 

555 13th Street, N.W. 

Suite 420 West 

Washington, D.C. 20004 

jrichardson@ 

johnlrichardson.com 

jCanny@amerijet.com 

Kelli Bryan 

Ranjit Seth 

Robert Foster 

Charter Sales 

Evergreen International 

Airlines, Inc. 

3850 Three Mile Lane 

McMinnville, OR 97128 

charters@evergreenairlines.com 

ranjit.seth@ 

evergreenairlines.com 

chris.schuldt@ 

evergreenhelicopters.com 

philip.Church@ 

evergreenhelicopters.com 

Robert.foster@ 

evergreenairlines.com 
Malcolm L. Benge 

Counsel for World Airways 

Zuckert, Scoutt & Rasenberger 

LLP 

888 17th Street, N,W. 

Suite 700 

Washington, DC 20006 

mlbenge@zsrlaw.com 

Angeline Garbuzinski 

Legal and Regulatory Affairs 

Federal Express Corporation 

3620 Hacks Cross Road 

Building B, 3~ Floor 

Memphis, TN 38125 

anbird@fedex.com 

cefelts@fedex.com 

gbleopard@fedex.com 

Pierre Murphy 

Counsel for Brendan Airways, 

L.L.C. 

d/b/a USA 3000 Airlines 

1200 New Hampshire Avenue N.W. 

Suite 590 

Washington, D.C. 20036-6802 

pmurphy®lopmurphy.com 

Timothy Erickson 

Safety and Regulatory Affairs 

Air Transport International 

LLC 

2800 Cantrell Road 

Little Rock, AR 72202 

timothy.erickson@ 

airtransport.cc 

Howard Kass 

Managing Director & Associate 

General Counsel 

US Airways 

1401 H Street, N.W. 

Suite 1075 

Washington, D.C. 20006 

Howard.kass@usairways.com 

8 

John M. Allen 

Director 

Flight Standards Service 

Federal Aviation 

Administration 

800 Independence Avenue, S.W. 

Room 821 

Washington, D.C. 20591 

john.allen@faa.gov 

Aaron Goerlich 

Counsel for Allegiant Air, 

Ryan International Airlines 

and Southern Air 

Garofalo Goerlich Hainbach PC 

1200 New Hampshire Avenue NW 

Suite 800 

Washington, D.C. 20036-6802 

agoerlich®ggh-airlaw.com 

Robert P. Silverberg 

Jeffrey Johnson 

Counsel for ABX Air 

Silverberg, Goldman & Bikoff, 

L.L.P. 

1101 30th Street, N.W. 

Suite 120 

Washington, D.C. 20007 

rsilverberg@sgbdc.com 

jjohnson@sgbdc.com 

Marshall S. Sinick 

Counsel for Alaska Airlines 

and Florida 

West International 

Airways 

Squire, Sanders & Dempsey 

1201 Pennsylvania Avenue, N.W. 

Suite 500 

Washington, D.C. 20004 

msinick@ssd.com 

Russell E. Pommer 

Associate General Counsel and 

Director of Regulatory 

Affairs 

Atlas Air, Inc. 

1747 Pennsylvania Avenue, N.W. 

Suite 875 

Washington, D.C 20006 

rpommer@atlasair.com 
Mark W. Atwood 

Counsel for Kalitta Air and 

Xtra Airways 

Cozen 0 1 Connor 

Army Navy Building 

1627 I Streett NW 

Suite 1100 

Washington/ D.C. 20006 

matwood®cozen.com 

ldunn®xtraairways.com 

Jonathan B. Hill 

Counsel for Hawaiian Airlines 

and JetBlue 

Dow Lohnes 

1200 New Hampshire Avenue N.W. 

Suite 800 

Washington/ DC 20036-6802 

jhill®dowlohnes.com 

John S. Fredericksen 

Vice President and General 

Counsel 

MN Airlines/ LLC dba Sun 

Country Airlines 

1300 Mendota Heights Road 

Mendota Heights/ MN 55120 

john.fredericksen® 

suncountry.com 

Joanne W. Young 

Counsel for Spirit Airlines 

Kirstein & Young PLLC 

1001 Pennsylvania Ave. 1 N.W. 

Suite 600 South 

Washington/ DC 20004 

jyoung®yklaw.com 

9 

John R. Mietus 1 Jr. 

Counsel for Centurion Air 

Cargo and Trade Winds 

Airlines 

Law Office of John Mietus 1 LLC 

6701 Democracy Boulevard 

Suite 300 

Bethesda/ MD 20817 

john®mietuslaw.com 

Kevin Montgomery 

Peter Beckett 

Polar Air Cargo/ Inc. 

1747 Pennsylvania Avenue/ N.W. 

Suite 875 

Washington/ D.C 20006 

kevin.montgomery® 

polaraircargo.com 

peter.beckett® 

polaraircargo.com 

Michael F. Goldman 

Counsel for Capital Cargo 

International 

Airlines 

Silverberg1 Goldman & Bikoff 1 

L.L.P. 

1101 30th Street 1 N.W. 

Suite 120 

Washington/ D.C. 20007 

mgoldman®sgbdc.com 

David M. Endersbee 
Exhibit 1 

CODESHARE AGREEMENT 

between 

AMERICAN AIRLINES, INC. 

and 

MALAYSIAN AIRLINE SYSTEM BERHAD 

Malaysia Airlines CSA Execution Copy 
TABLE OF CONTENTS 

1. DEFINITIONS ............................... ~ .............................. ~ ................................................................. 1 

2. CODESHARE SERVICE ................................................................................................................ I 

3. IMPLEMENTATION ANDEXPENSES ........................................................................................ 3 

4. INVENTORY CONTROL AND PROCEDURES .......................................................................... 4 

5. MARKETING AND PRODUCT DISPLAY .................................................................................. 5 

6. TRAFFIC DOCUMENT ISSUANCE AND FINANCIAL SETTLEMENT .................................. 6 

7. FACILITIES .................................................................................................................................... 7 

8. TRAINING ...................................................................................................................................... 8 

9. SECURITY ...................................................................................................................................... 8 

10. SAFETY. AND MAINTENANCE .................................................................................................. 8 

11. FREE AND REDUCED RATE TRANSPORTATION .................................................................. 9 

12. OTHER MARKETING PROGRAMS ............................................................................................ 9 

13. TRADEMARKS AND CORPORATE IDENTIFICATION ........................................................... 9 

14. REPRESENTATIONS AND WARRANTIES .............................................................................. IO 

15. GOVERNMENTALAPPROVALS .............................................................................................. ll 

16. TERM ............................................................................................................................................ 12 

17. INDEMNIFICATION .................................................................................................................... l4 

18. INSURANCE ................................................................................................................................. 17 

19. TAXES ........................................................................................................................................... l8 

20. JOINT MANAGEMENT COMMITTEE ...................................................................................... 20 

21. FORCE MAJEURE ....................................................................................................................... 20 

22. GOVERNING LAW AND DISPUTE RESOLUTION ................................................................. 20 

23. COVENANT TO COMPLY WITH ALL LAWS ......................................................................... 22 

24. PUBLICITY ................................................................................................................................... 23 

25. CONFIDENTIALITY .................................................................................................................... 23 

26. ASSIGNMENT .............................................................................................................................. 24 

27. SEVERABILITY ........................................................................................................................... 24 

28. EXCLUSIVITY ............................................................................................................................. 24 

29. FURTHER ASSURANCES .......................................................................................................... 25 

30. MISCELLANEOUS ...................................................................................................................... 26 

31. NOTICES ....................................................................................................................................... 27 
CODESHARE AGREEMENT 

This CODES BARE AGREEMENT (this "Agreement"), dated as of January_, 2012, is 

between A1Ilerican Airlines, Inc., a corporaticm organiz(Od under the laws of the State of 

Delaware, United States of America, having its principal office at 4333 Amon Carter 

Boulevard, Fort Worth, Texas 76155 United States of America ("American"), 

and Malaysian Airline System Berhad, a company incorporated in Malaysia, having its 

principal office &t 3rd Floor, Administration Building 1, MAS Complex A, Sultan Abdul 

Aziz Shah Airport, 47200 Sul;lang, Selangor Darul Ehsan; Malaysia("MH") 

II} consideration of the mutual covena,nts ·and promises in this Agreement, American and MH hereby 

agree as follows: ·· · 

t DEFINITIONS 

~.1 Terms with their initial letter~ capitalized shall have the meanings ascribed to them in 

Annex A of this Agreement or where they are elsewhere defined herein (iricludlng the 

Annexes hereto). Such ascribed meanings shall be equally applicable to both the singular 

anq plural forms of such terms. American and MH may each be referred to as a ''farty" 

and may .coiiectively be referred to as the "Parlies". 

1.2 The Parties agree that accepted industry procedures a:nd ag1;eements relating to the 

interlining of passengers and baggage, including those set forth in lATA R~solution 780 

Interline Traffic Agreement - Piissenger for all international carriage shall app.l:Y to the 

provision of air transport and the related transactions conterrip!ated by this Agreement, 

except to the extent that they are inco~sistent or conflict with the terms of this 

. Agreement. 

2. CODESHARE SERVICE 

2.1 The Parties sh!lll mutually designate celiain flights on which the Patties sh!J.II place their 

respective Codes (each, a "Codeshared Flight"), which inay iriclude flights operated by 

their Authorized Affiliates and Authorized Wet Lessors, serving the ~ity-pairs (each citypair, a "Codeshared Route') identified in writing by the Parties from time to time 

without formally amending this Agreement. The initial list of Codeshared Routes on 

which the Parties and their Authorized Affiliates and Authorized Wet Lessors may 

codeshare is attached hereto as Annex B. 

2.2 Detailed procedures for implementing this Agreenient will be set forth in the Procedures 

Manual, which will be prepared by the Paliies in conjunction with this Agreement. The 

Procedures Manual, including any amendments or supplements thereto agreed in writing 

between the Parties frorri time to time, shall be incorporated by reference into and tnade a 

part of this Agreement; provided, however, that the terms of this Agreement shall prevail 

in the event of a conflict between a provision ofthis Agreement and any provision ofthe 

Procedures Manual. 

1 
2.3 The Operating Carrier for each Codeshared Flight shall provide to the Codeshared 

Passengers, at a minimum, the same standard of customer service as it provides to its own 

passengers traveling in the same class of service, which standard shall, in any event, be 

reasonably in accordance with the standards of customer service established by the 

Marketing Carrier fm the comparable class of service on its flights. Minimum customer 

service standards, general passenger service procedures, and policies for the Codeshared 

Flights, including baggage services, are detailed in Annex C and the Procedures Manual. 

2.4 The Parties shall use commercially reasonable eff01ts to coordinate their service 

schedules to maximize the convenience, and minimize the waiting time of passengers 

making connections between the Codeshared Flights and other flights operated by the 

Patties; provided, however, that neither Party is obligated to operate specific flights or 

service schedules and each Patty retains the right to determine the service schedules of its 

own flights. To ensure a high standard of passenger service, the Patties agree that the 

dependability and the operation completion factor for Codeshared Flights must meet the 

minimum standards set forth in Annex D. 

2.5 The Parties may add or discontinue Codeshared Flights, as may be mutually agreed, 

without formally amending this Agreement. Either Party may, in its sole discretion, 

discontinue Codeshared Flights without formally amending this agreement. The Parties 

agreement to effect such changes shall be evidenced by both the Marketing Carrier and 

the Operating Carrier publishing such changes in the Airline Guides, CRSs or 

Reservations Systems. The Operating CatTier reserves the right to discontinue any 

specific route, flight number, equipment or schedule. In the event of such discontinuation, 

the Operating Carrier shall notify the Marketing Carrier as soon as reasonably possible 

and the Marketing Carrier shall cooperate in publishing the resulting changes to affected 

Codeshared Flights in the Airline Guides, CRSs, Reservations Systems, and other sources 

of airline schedule information. 

2.6 Except as otherwise provided in the Procedures Manual, in the event of any flight 

cancellation or other schedule irregularity, involuntaty rerouting or denied boarding by 

the Operating Carrier with respect to a Codeshared Flight, the Operating Carrier shall: 

(a) ensure that all passengers shall be handled in accordance with the same policies 

and procedures to avoid any discrimination against a Codeshared Passenger; 

(b) at its own cost and expense (except to the extent such irregularity, involuntary 

rerouting or denied boarding is caused by the Marketing Carrier), accommodate 

and/or pay denied boarding compensation or otherwise compensate Codeshared 

Passengers, in the same manner as its own passengers and subject to the 

provisions of the Procedures Manual and Applicable Law; and 

(c) notify the Marketing CatTier in accordance with the Procedures Manual. 

2. 7 The Conditions of Carriage of the Marketing Carrier, including its limits of iiability to 

passengers, shall govern the transpottation of Codeshared Passengers, and the Conditions 

of Can·iage of the Operating Carrier, including its limits of liability to passengers, shall 

apply to those passengers traveling on the Codeshared Flights under the Code of the 

Operating Carrier. The respective Conditions of Ca11'iage of the Patties shall be notified 

to the passengers to the extent and in the manner required by Applicable Law, rules and 

2 
2.8 

regulations. Notwithstanding anything in this Section 2.7, the liability of the Parties to 

each other with respect to passenger claims shall be governed by Sections 17 and ll. 

(a) The Party that is the Operating Carrier (or whose Authorized Affiliate or 

Authorized Wet Lessor is the Operating Carrier) shall ensure that each 

Codeshared Flight shall be operated under its operating certificate or under the 

operating certificate of an Authorized Affiliate or Authorized Wet Lessor. 

(b) If there is a change in the carrier scheduled to operate a Codeshared Flight, the 

Operating Carrier shall promptly notify the Marketing Carrier of such change. 

The Marketing Carrier shall take all appropriate steps to ensure that Codeshared 

Passengers are notified of the change as soon as possible. If the Operating 

Carrier fails to notify the Marketing Carrier of a change or a change occurs 

within 48 hours of scheduled departure, the Marketing Carrier shall be deemed to 

have insufficient time to notify Codeshared Passengers of the change. The 

Marketing Carrier may thereupon continue to notify Codeshared Passengers of 

the change in accordance with its customer service policies if it is able to do so 

but the Operating Canier shall take primary responsibility for notifying all 

Codeshared Passengers still booked under the Marketing Carrier Code of the 

change at time of check-in. In the event re-accommodation is necessary either 

because the substituted carrier is not an Authorized Affiliate or Authorized Wet 

Lessor, or because a Codeshared Passenger who is notified of such a change 

elects not to travel on the substituted carrier, the notifying carrier shall at its own 

cost and expense re-accommodate the Codeshared Passenger unless the 

passenger seeks a refund in which event the Marketing Can·ier shall be 

responsible for making such refund in accordance with its fare rules, conditions 

of carriage and Applicable Law. 

3. IMPLEMENTATION AND EXPENSES 

3.1 Implementation of this Agreement shall be subject to the following conditions precedent: 

(a) the execution of a Special Prorate Agreement and a Mutual Emergency 

Assistance Agreement, in form and substance satisfactory to American and MH; 

(b) receipt by American and MH of all necessary Government Approvals; 

(c) successful completion by American and MH of the IA T A Operational Safety 

Audit (IOSA) registration; and 

(d) successful implementation and testing of codeshar·e (EDIF ACT) and passenger 

processing automation. 

3.2 Each Pruty shall bear its own costs and expenses of performance under this Agreement, 

including, without limitation, costs and expenses associated with the following, unless 

otherwise agreed in writing between the Parties: 

(a) any systems to support the automation of procedures and settlement relating to 

the Codeshared Flights (e.g., PNR exchange, yield management, revenue 

accounting, etc.), including routine maintenance thereof, and 

3 
{b) r:oadside; exterior, check-in, concourse, gate and baggage service signage placed 

at aitports and City t{cket offices in locations served by the Codeshared Flights il\ 

order to fac~Iitate travel on the Codeshared Flights. 

3.3 Each Party shaH retain all right, title and int~rest in systl')ms, software, signage, 

equipment and f'adlities funded by it. Ownership of jointly funded items shall be 

determined by the Parties in advance of each specific project 

4. INVENTORY CONTROL AND PROCEDURES 

4.1 The availability of Mad<etirtg Flights will be co11trolled by standard AVS (availability 

status) o:fthe Opetating Carrier. The Marketing Carrier will have access to the Operating 

Carrier's local inventory c{ass availabilitY through an automated computerized intel'face, 

· whkh ·both Parties will maintain throughout the term of this Agreement, to expedite the 

sale of seat inventory on the Codeshared flights. betailed procednres £:or imp!emer1tiqg 

and maintaining seat inveptciry access are c6nt~tined in the Procedures Manual. . 

4.2 The Parties will map lnyentory classes ofthe Mar~eting Carrier to inventory classes of 

the Operating Carder for the Codeshared Flights, in accordance with t(le ·Procedures 

Manual. The Parties will endeavor t9 map the average coupon value of the Mat'keting 

Cartier's inv<Jntoty classes to comparable ~lasses of the Operating Carrier to provide 

similar access for bookings made· by the Marketing Carrier for passengers yielding 

comparable revenue values; .it being understooq, however, that the Operating Carrier 

retains ultiiriate control over the opening, closing and other management of seat inventory 

availability on Codeshared Flights. Each Party shall use comrnercially reasonable efforts 

to provide equal iiwentory access to Codeshared Passengers in invent01y classes where 

suchpassengers yield comparable revenues as the Operating Carrier's passengers. 

4.3 This Section 4.3 shall ;govern the published fares of the Marketing Carrier offered on 

Codeshared Flights as follows: · 

(a) For Routes served by only one Party, or its Affiliates, fares and fare rules filed by 

the Marketing Carri~r for codeshare itineraries will match th9se of the Operating 

Carrier. 

(b) For Routes $erved by both Parties or their Affiiiates, the fares and fare rules filed 

by the Marketing Carrier wiJl match either those filed for its own flights or those 

filed by th~ Operating Carrier. 

(c) For Routes where one Pa,rty, or its Affiliates, offers non-stop service and the 

other Party, or its Affiliates, offers connecting service, the Marketing Carrier on 

the non-stop service wil( match the fares and fare rules filed by the Operating 

Carrier on the non-stop service. 

(d) For Routes where the Marketing Carrier on a one-stop service also operates its 

own non~stop service, the Marketing C!].n'ier will match either the fares and fare 

rules of the one-stop operator or apply the fares and fare rules of its own non-stop 

service. 

(e) In the event of the Marketing Carrier's breach of Sections 4.3(a), @, [0. or@), 

the Operating Can·ier shall have the right, in its sole discretion, after one (l) 

4 
day's prior written notice to the Marketing Carrier, to restrict or close the 

inventory access of the Marketing Carrier or remove the Code of the Marketing 

CatTier from the flight(s) in question, or to temporarily remove its own Code 

from the flight(s) operated by the defaulting Party on the Routes where the 

breach occurred. 

(f) Nothing in this Agreement shall prevent the Marketing CmTier from (i) initiating 

and operating its own service in any origin and destination city pair at any time; 

or (ii) offering any fare(s), discount(s) or rebate(s) of any kind for interline 

itineraries valid on airlines, other than American or MH, on any origin and 

destination city pair. 

4.4 Each Pmty sha!I establish fares and rates independently, subject to the provisions of the 

applicable air transport agreements between the United States and Malaysia, on the one 

hand, and the governments of any courtt1y to which the Patties shall provide service 

pursuant to this Agreement, on the other hand. 

5. MARKETING AND PRODUCT DISPLAY 

5.1 The Codeshared Flights will be marketed and promoted by the Marketing Carrier under 

its Code. Each Party shall ensure that its respective advertising and promotions comply 

with all applicable governmental laws, rules and regulations of any applicable Competent 

Authority. The Marketing Carrier shall comply with 14 C.F.R. Parts 257 and 258, and 

any other applicable rules regarding the disclosure and holding out of Codeshared Flights 

provided for herein in the jurisdiction where such rules apply. The Marketing Carrier 

shall disclose to the extent required by Applicable Law through industty-approved 

schedule and selling mechanisms (as defined in the Procedures Manual), to consumers, 

travel agents and others selling the Codeshared Flights, as well as through any 

advertising, point-of-sale disclosures, and any other appropriate means, that each 

Codeshared Flight is a flight of and operated by the Operating Carrier. Such information 

shall be given before a reservation is made and in any event at the earliest reasonable 

opportunity and before the passenger arrives at the airport, in accordance with Applicable 

Law. In addition, each Pruty shall use commercially reasonable efforts to implement 

procedures to disclose the Operating Carrier and the appropriate departure and an·ival 

terminal at the earliest possible oppottunity and in particular at the point of sale. 

5.2 The Marketing Carrier shall identify the Codeshared Flights, in accordance with 

Applicable Law, in Airline Guides, CRSs, Reservations Systems and other sources of 

airline schedule infonnation using the Marketing Carrier's Code. Any costs incurred for 

the publication of Marketing Flights or connections to and from such flights in Airline 

Guides, CRSs, Reservation Systems and other sources of airline schedule information 

shall be borne by the Marketing Canier. Each Party shall include the Codeshared Flights 

in its Reservations Systems. 

5.3 If the Marketing Carrier is not authorized to offer air transp01t services in a particular 

local Codeshru·ed Route, the Marketing Carrier shall file its standard schedule data for the 

Codeshared Flights on such Codeshared Route using the traffic restriction code "0" or 

"Y" (or any successor code), as appropriate, as defined in the lATA Standard Schedules 

Information Manual, Appendix G, in order to suppress the display of the Marketing 

CatTier's Codeshared Flights on such local Codeshared Route(s) (i.e., the Marketing 

5 

j 
Carrier's Codeshared Fllghts on such route will be limited to passengers connecting 

online to another flight marketed and/or operated by the Marketing Carrier). 

5.4 Unlyss otherwise agreed, ail information and advertising mater!als produced with the aim 

of promoting the Codesharec! Flights shall cle!lilY identifY both Parties. All joint 

advertising and promqtion of the Cqdeshai·ed Flights $hall be subject to prior agreement 

between the Pruiies and the costs of such joint advertising and promotion shall be shared 

based on prior agreement. 

5.5 Each Party may use its own flight number in referencing tqe Codeshared Flights except 

that only the Operating Carrier's flight number shail be used in actual flight opera:tions 

(e.g., air traffic control). 

6. TRAFFIC DOCUMENT ISSUANCE AND FINANCIAL SETTLEMENT 

6.1 Passenger traffic docl!rrients for use on the Codeshared Flights may be issued by either 

Party, or by third parties with whom the Paiiies from time to time have interline traffic 

agreements. 

6.2 All Marketing Carrier Flight Coupons honored on Codeshared Flights shall be uplifted by 

the Operating Can·ier, which is responsible for processing and billing ofsuch documents 

as follows: 

(a) 

(b) 

(c) 

The Operating CatTier shall.bill uplifted coupons to the Ticketing Carrier using 

the routine applicable interline settlement process and procedures. Subject to 

Section 6.2(b) and 6.2(o), Marketing Carrier Flight Co~pon~ issued by the 

Marketing Ci!-n-ier as Ticketing CatTier shall be treated for ptoration and billing 

purposes as if they showed the Operating Carrier's de~ignator Code in the Carrier 

C.ode Box of the Mll!"keting Carder Flight Coupons. Such Marketing Carrier 

Flight Coupons will be prorated and billed according to the Special Prorate 

Agreement between the Operating Carrier arid the Ticketing Carrier, or, in the 

absence .of an applicable Specral.Protate Agreement, in accordance with the 

IA T A Prorate Manual-Passenger ("IA TA Pl\11?"), as applicable. 

If the Operating Carrier does not have an interline traffic agreemynt with a 

Tick~ting Carrier that issued a Marketing C!li·der Ticket, and is unable to obt::tin 

satisfactoi"y settlement, the Operating Carrier inay bill such cdi.lpon to the 

M¥keting CatTier as an excep~ion,al item (i.e., via correspondence) and such 

coupons shall be valued for'billing and proration piiiJ)oses according to the lATA 

PMP. 

If the Operating Carrier has an interline traffic agreement with a Ticketing 

Carrier that issued a Marketing CatTier Ticket but is un.ab(e to obtaiq satisfactory 

settlement, the Marketing Can-ier shall i!-Ssist the Operating Cartier to the extent 

commercially reasonable· in settling such account but shall not be liable for any 

losses incurred due to an unsatisfa9tory settiemerit 

6.3 For Codeshared Flights, the Operating Carrier shall on. a monthly basis cieterrnine the net 

prorated value (as detetinined in accordance with Section 6.2(a)) of Marketing CatTier 

Flight Coupons issued by the Marketing Carrier and the Operating Carrier and uplifted by 

the Operating Catrier during the previous month, and calculate the commission (the 

6 
"Codeshare Commission") by multiplying such coupon values by the applicable 

commission percentages set forth in Annex E. For clarification purposes only~ no 

Codeshare Commission will be payable with respect to Marketing Carrier Flight Coupons 

issued by any party other than the Marketing Carrier and the Operating Can·ier (or any of 

their respective Affiliates). This process of assessment of the Codeshare Commission 

shall be separate from the billing for each individual Marketing Carrier Flight Coupon. 

The Operating Carrier shall credit the account of the Marketing Carrier for the aggregate 

Codeshare Commission through the IATA Clearing House as source code "24". The 

Operating Carrier shall provide supporting data (including Codeshare Commission usage 

files) to the Marketing Carrier no later than thirty (30) days after the end of the clearance 

month via File Transfer Protocol ("FTP") (e.g., if the Operating Carrier were to issue an 

October2012 clearance month credit to the Marketing Carrier on November 23, 2012, 

then supporting data should be provided to the Marketing Carrier by 

November 30, 2012). The Marketing Carrier shall be entitled to review and, if 

appropriate, dispute, via correspondence, the Operating Carrier's calculation of the 

Codeshare Commission; provided, however, the Operating Carrier must receive note of 

such dispute within six (6) months from the relevant clearance month. Any resulting 

payments will be processed through the IA T A Clearing House. 

6.4 The Marketing Carrier and the Operating Carrier as Ticketing Carrier shall not receive 

the Interline Service Charge and/or Ticket Handling Fee; provided, however, in the event 

that for whatever reason MH does not join the oneworldTM Alliance no later than one (1) 

year from the Effective Date, the Marketing Carrier and Operating Carrier as Ticketing 

Carrier shall each receive the Interline Service Charge and/or the Ticket Handling Fee, as 

provided in the Interline Traffic Agreement. In the event the Ticketing Carrier is a third 

party, the Ticketing Carrier shall receive the Interline Service Charge and/or Ticket 

Handling Fee as agreed between the Operating Carrier and such third party. 

6.5 To support interline billing by the Operating Carrier to third-parties and involuntary 

rerouting and refunding of Marketing CatTier Tickets by the Operating CatTier, the 

Marketing Carrier hereby waives endorsement requirements for the Operating Carrier 

with respect to all Marketing CatTier Flight Coupons. Unless otherwise agreed in writing 

by the Patties, such waiver shall be effective thirty (30) days before the Implementation 

Date, and shall remain in effect for ninety (90) days after the Tennination Date of this 

Agreement to facilitate the reaccommodation of any Codeshared Passengers ticketed for 

travel after the Termination Date. 

6.6 Differences that may appear after the billing process has been completed shall be 

rectified by written cotrespondence or a meeting between the Patties. 

6. 7 In a sufficient amount oftime before the Implementation Date, the Marketing Carrier will 

file with A TPCO a TCN Codeshare Agreement, in which the Marketing Carrier will 

provide the range of its Marketing Flight numbers. The Marketing Carrier will be 

responsible, throughout the term of the Codeshare Agreement, for updating its Marketing 

Flight numbers with ATPCO. 

7. FACILITIES 

The Parties acknowledge the importance of maintaining functional and accurate signs identifYing the 

Operating Carrier and the Marketing Carrier, as appropriate, to facilitate passenger convenience and to 

7 
avoid passenger confusion at airports served by the Codeshared Flights. The Parties shall cooperate on 

the p!acement of such signs, subject to the approval of the relevant airp01t authority or other lessors. 

8. TRAINING 

8. I Except as otherwise agreed, each Pmty shall provide or arrange, at its own cost and 

expense, all initial and recurring training of its personnel to facilitate the Codeshared 

Flights and operations at airports served by the Codeshared Flights, including 

reservations and ticket offices, and other points of contact between the Parties and the 

public. This training shall include passenger service, reservations and sales activities, 

and in-flight service involving the Codeshared Flights, all as more fully described in the 

Procedures Manual. 

8.2 The Parties may share any training materials (except trade secrets and legal advice) 

developed to suppott the Codeshared Flights. All intellectual property or similar rights to 

·any materials exchanged shall remain with the Patty who originally developed such 

materials. 

9. SECURITY 

9.1 The Parties shall cooperate in matters of security procedures, requirements, and 

obligations at all airpmts served by the Codeshared Flights. 

9.2 The Operating Carrier reserves the right to apply the provisions of its own security 

programs to the catTiage of all passengers, baggage and cargo on board the Codeshared 

Flights, provided that such security programs shall, at a minimum, comply with the 

standards set fmth by the relevant Competent Authorities and be reasonably acceptable to 

the Marketing Can·ier, with the understanding that safety and security are of the utmost 

imp01tance to both carriers. Such provisions may include any then applicable procedures 

used for the physical screening of passengers, baggage or cargo, interviewing of 

passengers, and/or selective loading of baggage or cargo. 

9.3 The checking of the travel documents of each Codeshared Passenger and the handling of 

Codeshared Passengers who m·e Inadmissible Passengers (as such term is defined in 

IA T A Resolution 701, as modified, supplemented or amended from time to time) shall be 

done in accordance with the procedures outlined in the Procedures Manual. 

!0. SAFETY AL'TD MAINTENANCE 

1 0.1 The Operating Carrier has operational control of the aircraft and final authority and 

responsibility concerning the operation and safety of the aircraft and its passengers, 

including Codeshared Passengers. The Operating Carrier shall employ the same lligh 

standards of safety, security and loss prevention policies on the Codeshared Flights as on 

its own flights. Emergency support shall, at a minimum, be in accordance with the 

Mutual Emergency Assistance Agreement in force between the Pruties. 

10.2 The Operating CatTier shall have sole responsibility for the maintenance of its leased and 

owned aircraft, and for other equipment used in connection with the Codeshared Flights. 

Maintenance of such aircraft and equipment must, at a minimum, comply with the 

standards imposed by the relevant aeronautical authorities. 

8 
10.3 The Marketing Carrier shall have the right, at its own cost, to review and observe the 

Operating Carrier's operations of Codeshared Flights. and/or to conduct a reasonable 

safety and/or service review of the Operating Carrier's operations, manuals, and 

procedures reasonably related to the Codeshared Flights (the "Marketing Carrier 

Reviews"), at such intervals as the Marketing Carrier shall reasonably request. The 

Marketing Carrier Reviews shall be coordinated with the Operating Carrier so as to avoid 

disruptions to the Operating Carrier's operations. Such reviews will be limited to areas 

that reasonably relate to the Operating Carrier's safety standards and service obligations 

under this Agreement. NOTWITHSTANDING THE FOREGOING, THE 

MARKETING CARRIER DOES NOT UNDERTAKE ANY RESPONSIBILITY OR 

ASSUME ANY LIABILITY FOR ANY ASPECT OF THE OPERATING CARRIER'S 

OPERATIONS, NOR SHALL THE OPERATING CARRIER BE ENTITLED TO 

ASSERT ANY RESPONSIBILITY OR ASSUMPTION OF LIABrLITY ON THE 

PART OF THE MARKETING CARRIER FOR THE OPERATING CARRIER'S 

OPERATIONS. 

11. FREE AND REDUCED RATE TRANSPORTATION 

Unless otherwise provided by relevant agreements between the Operating Carrier and other parties, 

including the Marketing Carrier, neither the Marketing Carrier, nor the Operating Carrier, nor any third 

party, shall be entitled to ticket industry non-revenue or discounted (i.e., agency discount, industry 

discount, etc.) travel on the Marketing Flights, and the Operating Carrier shall not honor any Marketing 

Carrier Flight Coupons for such industry non-revenue or discounted travel, except at the Operating 

Carrier's expense. 

!2. OTHER MARKETING PROGRAMS 

12.1 The Frequent Flyer Participating Carrier Agreements shall govern the participation of 

each Party in the other Party's frequent flyer program. 

12.2 The Parties will provide the Marketing Carrier's First and Business Class Codeshared 

Passengers with access to the Operating CruTier's airpott lounge on the day of their 

departure pursuant to the lounge access agreement to be negotiated by the Parties in good 

faith. In the case of First and Business Class Codeshared Passengers traveling under 

MH's Code, access will be provided to Admirals Club® lounges on the day of their 

depruture. Similarly, First and Business Class Codeshared Passengers traveling under 

American's Code will have access to the "Golden Lounge" (and other premium class 

lounges that MH may currently have or hereafter develop) on the day of their departure. 

Each Party will be required to pay the other a per capita fee for such lounge access. 

13. TRADEMARKS AND CORPORATE IDENTIFICATION 

13.1 Neither Party hereto shall use any of the other Party's or such Party's respective 

Affiliates' names, logos, logotype, insignia, service marks, trademarks, trade names, 

copyrights, corporate goodwill or other proprietary intellectual property, including 

without limitation the names "American Airlines, Inc.", "American Airlines", 

"American", "American Eagle", "AAdvantage", "Malaysian Airline System Berhad", 

"Malaysia Airlines", "MASWings", "Firefly" or "Enrich Program" in any marketing, 

advertising or promotional collateral, including without limitation credit card and telecom 

solicitations, except where each specific use has been approved in advance by the other 

9 
Party. When such approval is granted, either Party shall comply with any and all 

conditions that the other Patty may impose to protect the use of any of that Party's 

names, logos, logotype, insignia, service marks, trademarks, trade names, copyrights, 

corporate goodwill or other proprietary intellectual property. 

13.2 Except as expressly provided herein, no right, property, license, permission or interest of 

any kind in the use of any name, logo, logotype, insignia, service mark, trademark, trade 

name, copyright, corporate goodwill or other proprietary intellectual property owned by 

either Party or its respective Affiliates is intended to be given to or acquired by the other 

Party, its agents, servants or other employees by the execution or performance of this 

Agreement. 

13.3 Each of MH and American acknowledges for all purposes that any and all logos, 

trademarks, service marks, and trade names of the other, whether registered or not, are 

and shall at all times remain the exclusive property of the other Party, and may not be 

used without the prior written consent of such Party, except as set forth herein. Each of 

MH and American fmther acknowledges that any goodwill or other rights that arise as a 

result of the use by it ofthe other Party's marks, as pennitted under this Agreement, shaH 

accrue solely to the benefit of the Party owning such marks, whether registered or not. 

Should any right, title or interest in the logos, trademarks, service marks or trade names 

of a Party become vested in the other Party, the latter Party shall hold such right, title and 

interest in trust for the benefit of the former Party and shall, at the request of the former 

Party, promptly and unconditionally assign such right, title and interest to the former 

Patty without royalties or compensation of any kind. Each of MH and American hereby 

grants to the other, a non-exclusive, non-transferable, royalty-free license for the tenn of 

this Agreement to use their respective service marks ("Malaysia Airlines" for MH and 

"American Airlines" for American, each a "Licensed Trademark"), subject to the terms 

and conditions set fo1th in this Section 13. This license is limited to the use of the 

Licensed Trademarks in connection with the advettising and promotion of the 

Codeshared Flights contemplated by this Agreement and the Frequent Flyer Patticipating 

Carrier Agreement. 

13 .4 Each Party agrees to use the Licensed Trademarks only in a manner approved in advance 

and in writing by the Party owning such Licensed Trademarks. Each Licensed 

Trademark shall be marked with an ® or SM or other symbol, as appropriate, and 

reference a legend indicating that "Malaysia Airlines is a service mark of Malaysian 

Airline System Berhad" or "American Airlines is a service mark of American Airlines, 

Inc.", as the case may be, or similar words to that effect. 

13.5 Each Patty agrees that all advertising and promotional materials bearing the Licensed 

Trademarks in relation to air transpmtation services contemplated by this Agreement 

shall meet the quality and presentation standards as set forth by the Party owning the 

relevant Licensed Trademark. 

13.6 Each Party has sole discretion to determine the acceptability of both the quality and 

presentation of advertising and promotional materials using its Licensed Trademark. 

13.7 Each Patty is responsible for providing to its own authorized agents and airport locations 

the agreed promotional materials bearing the Licensed Trademarks. 

14. REPRESENTATIONS AND WARRANTIES 

10 
14.1 Each ofMH and American hereby represents and warrants to the other as follows: 

(a) It is a duly incorporated and validly existing corporation, in good standing under 

the laws of its jurisdiction of incorporation; is an air carrier duly authorized to act 

as such by the government of its country of incorporation; and has the requisite 

corporate power and authority to enter into and perform its obligations under this 

Agi·eement. The execution, delivery, and performance of this Agreement by it 

have been duly authorized by all necessary corporate action. This Agreement has 

been duly executed and delivered by it, and, assuming due authorization, 

execution, and delivery by the other Party hereto, this Agreement constitutes its 

legal, valid, and binding obligation, enforceable against it in accordance with its 

terms, except to the extent that enforceability may be limited or modified by the 

effect of bankruptcy, insolvency or other similar laws affecting creditors' rights 

generally, and the application of general principles of equity and public policy. 

(b) The execution, delivery or petformance by it of this Agreement, shall not: (i) 

contravene, conflict with or cause a default under (A) any Applicable Law, rule 

or regulation binding on it, or (B) any provision of its Charter, Certificate of 

Incorporation, Bylaws or other documents of corporate governance; or (ii) 

contravene, or cause a breach or violation of, any agreement or instrument to 

which it is a Party or by which it is bound, except where such conflict, 

contravention or breach would not have a material adverse effect on it and its 

Affiliates, or on the operations of it or its Affiliates, taken as a whole, or on its 

ability to perform this Agreement. 

(c) The execution, delivery and performance by it of this Agreement do not require 

the consent or approval of, or the giving of notice to, the registration with, the 

recording or filing of any documents with, or the taking of any other action in 

respect of, any Competent Authority, any trustee or holder of any of its 

indebtedness or obligations, any stockholder or any other Person or entity, other 

than the Governmental Approvals (to be obtained by it, as indicated in Annex F), 

except where failure to obtain or take such action would not have a material 

adverse effect on it or a material adverse effect on the transactions contemplated 

in this Agreement. 

(d) Each of the foregoing representations and warranties shall survive the execution 

and delivery of this Agreement. 

15. GOVERNMENTAL APPROVALS 

15.1 The Codeshared Flights shall not commence until all required Governmental Approvals 

are received. Each Party shall use all commerciaily reasonable efforts to obtain those 

Governmental Approvals for which it has been allocated responsibility under Annex F, 

and any other Governmental Approvals that may hereafter be identified. 

15.2 If the Govemmental Approvals are obtained with respect to some but not all of the 

Codeshared Routes listed in Annex B, the Parties shall proceed under this Agreement 

solely with respect to the approved Codeshared Routes, and the Parties shall thereafter 

continue to endeavor to obtain approval of the remaining city-pair markets. 

11 

J· 
15.3 If the Parties obtain none of the Governmental Approvals required for the Codeshared 

Routes listed in Annex B within three hundred sixty five (365) days of the Effective Date, 

or if all of such Governmental Approvals are given with substantial unfavorable 

restrictions or conditions (each Party to determine in its sole discretion the reasonableness 

of such restrictions or conditions), the Parties shall negotiate in good faith to find an 

equitable solution to enable the commencement of the Codeshared Route(s). If a solution 

cannot be formulated within ninety (90) days following commencement of such 

negotiations, either Party may terminate this Agreement upon thirty (30) days' prior 

written notice to the other Party. 

15.4 Each Party shall immediately provide tlle other Party with copies of any correspondence 

or notices it receives from any Competent Authority with respect to the Codeshared 

Routes, Codeshared Flights or this Agreement, including with respect to the 

airworihiness of the aircraft used for the Codeshared Flights or noncompliance by the 

Operating Carrier with operational, training or safety rules and procedures. 

16. TERM 

REDACTED 

16.1 This Agreement shall become effective on the date first written above ("Effective 

Date") and shall remain in effect until terminated pursuant to Section 15 (Governmental 

Approval), Section !6.2 (Termination Events), Section 16.3 (Suspension Right), 

Section 21 (Force Majeure) or Section 27 (Severability), or Annex B Codeshared Flights, 

Annex C (Ground/In-Flight Services) or Annex D (Operating and Dependability). 

Implementation of this Agreement shall be on the Implementation Date, subject to the 

Parties' execution of the Mutual Emergency Assistance Agreement. 

16.2 In addition to any other termination rights provided herein, this Agreement may be 

terminated as follows: 

(a) at any time by mutual written consent of the Parties hereto; 

(b) at any time after the 

Party upon providing at least . 

the other Pa1ty, such notice to 

anniversary of the Effective Date; 

anniversary of the Effective Date by either 

prior written notice to 

be served no earlier than the 

(c) by the non-breaching Party upon the breach of a material term, covenant, 

representation or wananty of this Agreement (other than a breach of a payment 

obligation under Section 6 of this Agreement or the failure to otherwise pay any 

sums due pursuant to this Agreement), including a failure to comply with any 

material obligations and procedures set forth in the Procedures Manual, provided 

that the non-breaching Pa1iy provides the breaching Party prior written notice 

describing the alleged breach with as much particularity as reasonably 

practicable. Termination under this Section 16.2(c) shall not be effective if the 

breaching Pariy cotTects such breach within thirty (30) days following receipt of 

such notice. If such breach cannot be corrected within thitiy (3 0) days following 

receipt of such notice, and the breaching Party so advises the non-breaching 

Patiy, the non-breaching Party, in its sole discretion, may give the breaching 

Patiy an additional period of time not to exceed thiriy (30) days to correct the 

breach, provided that the breaching Party has taken action reasonably 

contemplated to correct such breach following receipt of the notice; 

12 
(d) by the non-breaching Party upon the breach of a payment obligation under 

Section 6 of this Agreement or the failure to otherwise pay any sums due to the 

non-breaching Pariy pursuant to this Agreement by the breaching Party, after the 

non-breaching Party provides the breaching Party at least fifteen (!5) days' prior 

written notice describing, with as much particularity as practical, the alleged 

breach, and the breaching Party does not, within seven (7) days following receipt 

of such notice, correct such breach; 

(e) at any time by either Party upon written notice if the other Party (i) makes an 

assignment for the benefit of creditors; (ii) suspends the payment of or admits in 

writing its inability to pay, or generally fails to pay, its debts as they become due; 

(iii) has suspended (as declared by a clearing house) its transactions with banks 

and/or other financial institutions or proposes or commences a moratorium upon 

or extension or composition of its debts; (iv) has issued against it any writ, 

execution, process or abstract of judgment that may have a material adverse 

effect on it and that is not dismissed, satisfied or stayed within sixty (60) days; or 

(v) files a petition for bankruptcy, composition, corporate reorganization, 

corporate liquidation, arrangement or special liquidation proceedings; or (vi) 

ceases all or a substantial part of its operations (other than due to Force Majeure 

as defined in Section 21); or 

(f) by either Party upon ninety (90) days' prior written notice following receipt by 

such Patiy of written notice from the other Party (i) that such other Patiy has 

merged or consolidated with or into any other Person or entity, except where the 

shareholders of such Party (as measured on the day immediately prior to the 

effective date of such merger or consolidation) immediately after the merger or 

consolidation continue to own over eighty percent (80%) of its voting stock and, 

if the Pmiy hereto is not the surviving entity, the surviving entity assumes all of 

the obligations and responsibilities of the Pariy under this Agreement; (ii) that 

such other Party has sold or otherwise transferred all or substantially all of its 

assets to ar1y other Person or entity; (iii) that such other Party has had twenty 

percent (20%) or more of its voting stock acquired, directly or indirectly, by a 

third..:party (or third-parties acting as a group) in one or a series of transaction 

and, as a result, such third-party (or group) has the right to direct the management 

and policies of the Party, or (iv) that more than fifty percent (50%) of its voting 

stock is owned at any time by a Person, entity or group that held fifty percent 

(50%) or less immediately prior to such time of determination. Each Party 

undertakes to promptly notify the other in writing of an occurrence of any of the 

events specified in this Section 16.2(0. 

16.3 Throughout the Term, either Party has the right to suspend performance of or terminate 

this Agreement immediately by giving written notice to the other Pariy in the event that it 

has reason to suspect or believe or in the event that: 

(a) the other Pariy has suffered a significant emergency or serious incident or 

accident or received a serious threat that relates to any of that Patty's flights or to 

a Codeshared Flight or Codeshared Route; or 

{b) the other Patty has received from any relevant Competent Authority notice that it 

has failed to comply with applicable safety or security requirements; or 

13 

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(c) the United States Department of Transportation (DOT), the United States 

Depa1tment of Defense (DOD) or the United States Department of Homeland 

Security (DHS), or the counterpart authorities in Malaysia, has ordered in writing 

or orally that the Marketing Carrier's Code be removed from Codeshared Flights 

or Codeshared Routes operated by the Operating Carrier for any reason 

whatsoever; or 

(d) the civil aviation authority of Malaysia or the United States, as applicable, does 

not provide safety oversight of its air carrier operators in accordance with the 

minimum safety oversight standards established by the International Civil 

Aviation Organization (ICAO), which results in Malaysia receiving a rating of 

Category 2 from the Federal Aviation Administration (FAA), or the United States 

receiving an equivalent rating from counterpatt authorities in Malaysia, 

respectively. 

If a Party suspends this Agreement pursuant to this Section, as soon as the reason for the 

suspension no longer exists it shall notifY the other Party and this Agreement will 

recommence within thirty (30) days after the date of notice under the same terms and 

conditions, or under amended terms and conditions in accordance with Section 30.1. A 

Party that suspends this Agreement pursuant to this Section may at any time during the 

suspension tenninate this Agreement by giving notice in writing to the other Party. If this 

Agreement is suspended or terminated pursuant to this Section 16.3, Sections 16.4 

through 16.5 shall apply. 

16.4 Subject to Section 16.5, in the event of tennination of this Agreement the Marketing 

Carrier shall, in its sole discretion, unless termination is pursuant Section 16.2Ct) or 

Annex C or Annex D, take all reasonable actions to confirm and preserve reservations on 

the Operating Carrier for passengers scheduled to be traveling on Marketing Carrier 

Tickets and, as applicable, endorse or otherwise modifY or reissue such tickets to permit 

use on the Operating CatTier. The Operating Carrier shall accept passengers traveling on 

such tickets as if such reservations had been booked through the Operating Carrier using 

ordinary interline procedures but giving effect to the revenue settlement methodology 

provided for in Section 6 of this Agreement. 

16.5 In the event that this Agreement is tetminated by the Operating Carrier pursuant to 

Section l6.2(d) or l6.2(e), the Operating Carrier, in its sole discretion, may decline any 

or ali passengers scheduled to be traveling on Marketing Carrier Tickets. The Marketing 

Carrier shall be solely responsible for transfetTing the reservations of such passengers to 

other cmTiers or making other alternative arrangements. 

17. INDEMNIFICATION 

17.1 Without prejudice to any other written agreement or arrangement of either Party to 

indemnify the other Party, the Party that is the Operating Carrier (or whose Authorized 

Affiliate or Authorized Wet Lessor is the Operating CruTier) shall indemnify, defend, and 

hold harmless the Marketing Carrier and its Affiliates and their respective directors, 

officers, employees and agents (each individually, or all collectively a; "Marketing 

Carrier Indemnified Party") from and against any and all Damages arising out of, 

caused by, or occurring in connection with (or alleged to arise out of, be caused by, or 

occurring in connection with) any of the following: 

14 

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(a) the death of or injmy to or delay of persons, or delay or loss of or damage to 

property (including aircraft:, equipment, baggage, mail or cargo) occurring while 

such persons or property are under the control or in the custody of, or being 

transported by, the Operating Carrier (including, for the avoidance of doubt, 

Damages arising out of the death of or injury to Codeshared Passengers traveling 

on Marketing Carrier Tickets irrespective of conditions or liability limits that 

apply or may purport to apply); 

(b) the death of or injUty to, or loss or damage to property of, third parties not carried 

on board the aircraft operated by the Operating Carrier but occurring in 

connection with such operations; 

(c) negligent acts or omissions of the Operating Carrier related to its obligations 

under this Agreement, other than Damages to the extent addressed in 

Section 17 .I (a) or (hl or Section 17 .2(a) or (hl; 

(d) the Operating CatTier's breach of any of its representations or warranties set forth 

in Section 14 ofthis Agreement; or 

(e) infringement of a third-party's intellectual property or similar rights by the 

Operating Can·ier's logos, trademarks, service marks or trade names. 

PROVIDED THAT, the Operating Carrier shall not be required to indemnify any 

Marketing Carrier Indemnified Party for any liability arising from the Marketing Carrier 

Indemnified Party's willful misconduct. THE OPERATING CARRIER 

UNDERSTANDS AND ACKNOWLEDGES THAT UNDER THE CIRCUMSTANCES 

ADDRESSED BY SECTIONS 17.l(a) AND .lL.l.(Q), IT WILL BE REQUIRED TO 

INDEMNIFY A MARKETING CARRIER INDEMNIFIED PARTY AGAINST 

DAMAGES ARISING FROM SUCH MARKETING CARRIER INDEMNIFIED 

PARTY'S OWN NEGLIGENCE (BUT NOT WILLFUL MISCONDUCT). 

17.2 Subject to the indemnities provided in Section 17.l(a). and without prejudice to any other 

written agreement or arrangement of either Party to indemnifY the other Party, the Party 

that is the Marketing Carrier {or whose Affiliate is the Marketing Carrier) shall 

indemnifY, defend, and hold harmless the Operating Carrier and its Affiliates and their 

respective directors, officers, employees, and agents (each individually an, or collectively 

the, "Operating Carrier Indemnified Party") from and against any and all Damages 

arising out of, caused by, or occurring in connection with (or alleged to arise out of, be 

caused by, or occurring in connection with) any of the following: 

(a) the death of or injuty to or delay of persons, or delay or loss of or damage to 

property (including aircraft, equipment, baggage, mail or cargo) occurring while 

such persons or property are under the control or in the custody of, or being 

transported by, the Operating Carrier, but only to the extent caused by the willful 

misconduct of the Marketing Carrier; 

(b) the death of or injury to, or loss or damage to property of, third patties not carried 

on board the aircraft operated by the Operating Carrier but occun·ing in 

connection with such operations, but only to the extent caused by the willful 

misconduct of the Marketing Carrier; 

15 
(c) negligent acts or omiSSIOns of the Marketing Carrier that are related to its 

obligations under this Agreement, other than Damages to the extent addressed in 

Section 17.1 (a) or .(Q) or Section 17.2(a) or (h).; 

(d) passenger claims based on the Marketing Carrier's failure to properly issue, 

deliver and complete transportation docunientation in accordance with the 

provisions of the standard IATA or other applicable ticketing procedures, 

including, without limitation, the failure to put a proper notice of the limits of 

liability under the Warsaw Convention, as amended, or the Montreal Convention 

of 1999, as amended, on such documentation (it being understood that in 

ticketing Codeshared Passengers, the Marketing Carrier is entitled to apply the 

limits of liability provided for in its own Conditions of Carriage); provided, 

however, that the Marketing Carrier shall only be liable under this 

Section 17.2(d) for that portion of any Damages that is in excess of the Damages 

against which the Operating Carrier would have been required to indemnify the 

Marketing Carrier undet· Section 1 7.1 (a) if the Marketing Carrier had properly 

complied with all IATA ticketing procedures; 

(e) the Marketing Carrier's breach of its representations or warranties set forth in 

Section 14 of this Agreement; or 

(f) infringement of a third-party's intellectual property or similar rights by the 

Marketing Canier's logos, trademarks, service marks or trade names. 

I 7.3 A Party (the "Indemnified Party") that believes it is entitled to indemnification from the 

other Party (the "Indemnifying Party") pursuant to the terms of this Agreement with 

respect to a claim for Damages (i.e., a third-party claim) shall provide the Indemnifying 

Party with written notice (an "Indemnification Notice") of such claim (provided, 

however, that the failure to give such notice shall not relieve the Indemnifying Party of its 

obligations hereunder except to the extent that such failure is materially prejudicial to the 

Indemnifying Party), and the Indemnifying Party shall be obligated and entitled, at its 

own cost and expense and by its own legal advisors, to control the defense of or to settle 

any such third-party claim. The Indemnifying Party shall have the right to elect to settle 

any such claim for monetary Damages only, subject to the consent of the Indemnified 

Party; provided, however, if the Indemnified Party fails to give such consent to a 

settlement that has been agreed upon by the Indemnifying Party and the claimant in 

question within twenty (20) days of being requested to do so, the Indemnified Party shall. 

assume the defense of such claim or demand and regardless of the outcome of such 

matter, the Indemnifying Patty's liability hereunder shall be limited to the amount of any 

such proposed settlement. If the Indemnifying Party fails to take any action against the 

third-party claim that is the subject of an Indemnification Notice within thirty (30) days 

of receiving such Indemnification Notice, or otherwise contests its obligation to 

indemnify the Indemnified Party in connection therewith, the Indemnified Party may, 

upon providing prior written notice to, but without the further consent of, the 

Indemnifying Pmty settle or defend against such third-party claim for the account, and at 

the expense, of the Indemnifying Party. Except as set forth in this Section 17.3, the 

Indemnified Party shall not enter into any settlement or other compromise or consent to a 

judgment with respect to a third-patty claim to which the Indemnifying Patty has an 

indemnity obligation without the prior written consent of the Indemnifying Patty. 

16 
17.4 Each Indemnified Party shall have the right, but not the duty, to participate in the defense 

of any claim with attorneys of its own choosing and at its own cost, without relieving the 

Indemnifying Party of any obligations hereunder. In addition, even if the Indemnifying 

Party assumes the defense of a claim, the Indemnified Party shall have the right to 

assume control of the defense of any claim from the Indemnifying Party at any time, and 

to elect to settle or defend against such claim; provided, however, the fndemnifying Party 

shall have no indemnification obligations with respect to such claim except for the costs 

and expenses of the Indemnified Party (other than attomeys' fees incun-ed in pmticipating 

in the defense of such claim) incurred prior to the assumption of the defense of the c !aim 

by the Indemnified Party. 

17.5 Each Party further agrees to indemnify, defend and hold harmless the other Party from 

and against any and all Taxes (as defined in Annex A), or Assessments, as the case may 

be, levied upon or advanced by the Indemnified Party, but that ultimately the 

Indemnifying Party would be responsible for paying, which resulted from any transaction 

or activity contemplated by this Agreement. 

17.6 The rights and obligations of the Parties under this Section 17 shall survive the 

Termination Date or expiration of this Agreement. 

18. INSURANCE 

18.1 The Operating Carrier shall procure and maintain for the benefit of the Marketing Carrier 

during the term of this Agreement with insurance catTiers of known financial 

responsibility, insurance of the type and in the amounts listed below: 

(a) Third Party Legal Liability in respect of all operations, including but not limited 

to aircraft (owned and non-owned) liability (including risks hijacking and allied 

perils), passenger and crew baggage and personal effects, funeral and repatriation 

expenses (including crew), all reasonable expenses arising out of the Family 

Assistance Act (United States) and/or similar regulations applying elsewhere in 

the world, cargo, mail, hangarkeepers, comprehensive general liability, or its 

equivalent including premises, products, completed operations, liquor law 

liability, and contractual liability. This insurance must be primary without right 

of contribution from any insurance carried by the Marketing Carrier to the extent 

of the indemnity specified in Section 17.1, and shall (i) name the Marketing 

Carrier and the Marketing Carrier Indemnified Parties as additional insureds to 

the extent of the protections afforded the Marketing Carrier under the indemnity 

specified in Section 17 .l, (ii) contain a severability of interest clause and a 

breach of warranty clause in favor of the Marketing Carrier, and (iii) specifically 

insure the Operating Carrier's indemnification obligations under this Agreement 

to the full extent of the coverage provided by the Operating Carrier's policy or 

policies. 

(a) The Operating Carrier shall maintain a combined single limit of liability of not 

less than USD $1,000,000,000 per any one occurrence for each aircraft, including 

bodily injury, death, personal injury, property damage, passenger (including 

Codeshared Passengers and other revenue and non-revenue passengers) legal 

liability and war and allied perils combined, over all coverages and in the 

aggregate as applicable, but (i) personal injmy limited to USD $25,000,000 per 

offense and in the annual aggregate except with respect to passengers (including 

17 

J 
Codeshared Passengers and other revenue and non-revenue passengers), and (ii) 

war and allied perils may be subject to an annual aggregate limit. 

(b) Hull all risk insurance, including war risk, and such policy shall include a waiver 

of subrogation in favor of the Marketing Carrier to the extent of the indemnity 

specified in Section 17.1. 

(c) Worker's compensation and employer's liability insurance, or such other similar 

or equivalent insurance carried outside of the United States, in accordance with 

statutory limits. 

18.2 The Operating Carrier shall provide the Marketing Carrier with certificates of insurance 

evidencing such coverage no less than thirty (30) days prior to the commencement of the 

first Codeshared Flight, and thereafter within five (5) Business Days of the date of any 

renewal of such coverage. The cettificates must indicate that the above coverage shall 

not be canceled or materially altered without thirty (30) days' advance written notice to 

the Marketing Carrier and that the Marketing Carrier shall be notified of any expiration or 

renewal of such coverage. ·The notice period in respect of war and allied perils coverage 

shall be seven (7) days or such lesser period as is or may be available in accordance with 

the policy providing such coverage. 

19. TAXES 

19.1 Subject to Section 19.4, each Party shall be responsible for any net or gross income or 

franchise taxes (or taxes of a similar nature) on the revenues or income or any measure 

thereof which is attributable to it in connection with the sale of air transportation pursuant 

to this Agreement. 

19.2 The Party that acts as the Ticketing Carrier in respect of any particular transaction shall 

collect, except as otherwise prohibited by law, all Ticket Taxes relating to tickets sold or 

travel documents issued by it with respect to air transport pursuant to this Agreement. 

The Patties hereby agree as follows: 

(a) The Ticketing Carrier shall collect, rep01t and remit to the taxation authorities 

any non-interlineable Ticket Taxes levied in connection with sales of the 

Codeshared Flights. 

(b) The Ticketing Carrier shall collect any interlineable Ticket Taxes levied in 

connection with the sales of the Codeshared Flights. If the Ticketing Carrier is 

the Marketing Carrier or a third-party, the Operating Carrier shall repmi and 

issue a debit invoice to the Ticketing Carrier through the IA T A Clearing House 

for any interlineable Ticket Taxes levied in connection with the sales of the 

Codeshared Flights. The Operating Carrier shall remit to taxation authorities all 

such interlineab!e Ticket Taxes. 

(c) The Operating Carrier may bill the Ticketing Carrier for any Ticket Taxes due or 

payable on or measured by passenger enplanement and payable or remittable by 

the Operating Carrier or the Marketing Carrier in accordance with industry 

guidelines outlined in the IATA Revenue Accounting Manual (lATA-RAM). 

18 
(d) If the Ticketing Carrier is a third-party, the Marketing Carrier shall use 

commercially reasonable efforts to cause such third-party to implement the 

foregoing provisions. 

19.3 Notwithstanding the provisions of Section 19.2, if the Ticketing Carrier is prohibited by 

law fi·om collecting certain Ticket Taxes in the country where tickets are sold or where 

travel documents are issued, then the Ticketing Carrier is relieved only from collecting 

such Ticket Taxes so prohibited by law and shal! notify the Operating Carrier within 

thirty (30) days of the enactment of such laws which Ticket Taxes it is prohibited from 

collecting and render reasonable assistance to the Operating Carrier so that procedures 

can be implemented to collect such Ticket Taxes from the passenger. 

19.4 Both Pa~ties acknowledge that the tax laws of the countries in which they may operate in 

connection with the Codeshared Flights may require withholding of Taxes on certain of 

the payments that either of the Parties or their agents (the "Payor") may be required to 

pay to the other Party (the "Payee"), under this Agreement. It is agreed that payments to 

the Payee shall be exclusive of such withholding, provided however, that the Payor shall 

infmm the Payee in writing with at least forty five (45) days' advance notice of its intent 

to withhold the Taxes and the legal basis for such withholding. The Payor shall inform 

the Payee: 

(a) within fifteen (15) days of receipt by the Payor of any directives that may be 

given to the Payor by such taxation authority; and 

(b) within fifteen (15) days of payment by the Payor to the relevant taxation 

authority the amounts withheld by Payor. 

19.5 For U.S. income tax purposes, MH shall annually and timely fumish a valid, completed 

and duly executed U.S. Federal Form W-8BEN (Ownership, Exemption, or Reduced 

Rate Cettificate) or such other forms as the U.S. Intemal Revenue Service may require 

from time to time, so that American may repmt any relevant transactions arising under 

this Agreement and, if applicable, substantiate an exemption from any obligation on 

American's part. with respect to any income tax withholding or reporting obligations on 

payments made to MH. In the event the Payor is required to withhold taxes under the 

procedures of Section 19.4, the Payor shall provide to the Payee within thirty (30) days of 

such withholding a tax receipt and copies of any support for the payment as may be 

necessa1y to support a claim by the Payee of a foreign tax credit under Applicable Laws. 

19.6 If either Pa1ty receives notice from any taxation authority with respect to any assessment 

or potential assessment or imposition of any Tax (collectively, an "Assessment") relating 

to this Agreement, that the other Pa1ty may be responsible for paying, directly or 

i11directly, the Pa1ty so notified shall inform the other Party in writing within ten ( 1 0) 

days of receipt of such notice. Ifthe Party receiving such notice from a taxation authority 

is or will be required to pay any Assessment for which the other Party is ultimately 

responsible, it shall be entitled to be indemnified against such Assessment in accordance 

with Section 17.5. The Indemnifying Patty shall have the option to defend or contest 

such Assessment in accordance with the procedures set forth in Section 17. 

19 

):· 
20. JOINT MANAGEMENT COMMITTEE 

20.1 Coincident with the execution of this Agreement, American and MH will create a joint 

management committee (the "Committee"). American and MH will each designate two 

(2) management representatives to the Committee and each will have the right to replace 

its management designees at any time upon prior written notice to the other Party. The 

Committee will endeavor to meet annually (in person or by telephone) at a mutually 

agreed time and location and will meet at such additional times as it determines 

appropriate for the performance of its responsibilities or as reasonably requested by either 

Party. Each meeting will be conducted in accordance with an agenda to be determined as 

described below. Either Party may place an item on the agenda of any meeting of the 

Committee. 

20.2 The Committee will oversee the management of the transactions and relationships 

contemplated in this Agreement, and, in that capacity, will review the planning and 

implementation of the cooperative services of American and MH, and their respective 

airline Affiliates. The Committee will, as part of its responsibilities, monitor customer 

se1vice quality, system development, performance of Codeshared Flights, marketing 

approach and techniques, shared use of facilities, frequent flyer arrangements, and all 

other aspects of the implementation, operation, and compliance with this Agreement, the 

Frequent Flyer Participating Agreements, and the Lounge Access Agreement, and any 

other marketing agreements between the Parties (e.g., cargo, alliance), if any. The 

Committee will consider ways to improve the performance and efficiency of the 

cooperative services to reduce costs and to increase the benefits afforded to American 

and MH by the relationship. The Committee will also actively consider, and endeavor to 

develop, opportunities for expanding the scope of the relationship between the Pa1ties 

and their respective Affiliates. Areas for fmther cooperation may include, but are not 

limited to, ground handling, joint purchasing of fuel and other items, facilities 

consolidation, maintenance, insurance, and the provision of management services and 

systems by American and/or MH and their respective Affiliates. The Committee will 

resolve any differences between the Patties on a fair and amicable basis. In performing 

its responsibilities, the Committee will be mindful of, and will comply with, all Jaws and 

regulations applicable to American and MH, including, without limitation, laws and 

regulations governing competition between American and MH. 

2 I. FORCE MAJEURE 

21.1 Except with respect to the perf01mance of payment, confidentiality, and indemnity 

obligations, which shall be unconditional under this Agreement, neither Party shall be 

liable for delays in or failure to perform under this Agreement to the extent that such 

delay or failure (an "Excusable Delay") (a) is caused by any act of God, war, act of 

terrorism, natural disaster, strike, lockout, labor dispute, work stoppage, fire, serious 

accident, epidemic or quarantine restriction, act of government or any other cause, 

whether similar or dissimilar, beyond the control of that Party; and (b) is not the result of 

that Party's lack of reasonable diligence. If an Excusable Delay continues for thirty (30) 

days or longer, the non-delayed Pa1iy shall have the right, at its option, to tenninate this 

Agreement by giving the delayed Party at least thirty (30) days' prior written notice. 

22. GOVERNING LAW AND DISPUTE RESOLUTION 

22.1 This Agreement shall in all respects be governed by and construed in accordance with the 

20 
laws of England (without regard to its conflict of laws principles) including all matters of 

construction, validity and performance. 

22.2 In the event of a Dispute the Parties shall proceed as follows: 

(a) Except as otherwise expressly provided in Section 22.3, any Dispute must first be 

referred to the Committee for resolution. 

(b) If the Committee is unable to resolve the Dispute within twenty (20) days after 

the Dispute is referred to it, unless extended by mutual consent of the Parties, the 

Dispute may then be referred by each Party to its respective Vice President -

Alliances (or similar position on the officer level in charge of Alliances) for 

resolution within twenty (20) days after the date of the first such referral by either 

Party, unless extended by mutual consent of the Patties. 

(c) It will be sufficient for the purposes of referrals under this Section 22.2 that a 

Party send notice of the Dispute to one of its own members of the Committee, or 

its own Vice President- Alliances, as the case may be, in each case, with a copy 

to the other Party in the manner specified in Section 31 for the giving of notice. 

22.3 Any Dispute not resolved after referral to the Committee and Vice Presidents -Alliances 

ofthe Patiies as provided in Section 22.2, may then be referred to arbitration as provided 

in Section 22.4. Each Pruty irrevocably and unconditionally submits, for itself and its 

propetty, to the exclusive jurisdiction of such arbitration and expressly and irrevocably 

waives its right to bring suit against the other Party in respect of a Dispute in any comi of 

law except for the limited purposes of enforcing an arbitral award obtained in respect of a 

Dispute, or for obtaining any injunctive, temporary or preventative order or similar order 

available to it under the laws of any jurisdiction for a breach or threatened breach by the 

other Party of this Agreement. Each Party, to the fullest extent it may effectively do so 

under Applicable Law, irrevocably waives and agrees not to assert, by way of motion, as 

a defense or otherwise, any claim that it is not subject to arbitration. 

22.4 Any Dispute referred. to arbitration in accordance with Section 22.3, shall be finally 

resolved pursuant to binding and confidential arbitration under the then-existing 

International Arbitration Rules of the American Arbitration Association (the "Rules"), 

except as they may be modified herein or by mutual agreement of the Parties. The 

arbitration, including the rendering of the award, will be conducted by three (3) 

arbitrators, each of whom will have experience with aviation industry matters and be 

fluent in the English language; provided, however, that the arbitration may be conducted 

by only one ( l) arbitrator if both Patties so agree in advance of the arbitration and are 

able to agree upon a single, mutually acceptable individual. If the arbitration is to be 

conducted by three (3) arbitrators, each Party will select one arbitrator and the third 

arbitrator will be appointed in accordance with the Rules. The arbitration proceedings 

will take place in London. The language to be used in the arbitral proceedings shall be 

English. In the event that any Dispute is submitted to arbitration, all then current 

Disputes that have not been resolved in accordance with Section 22.2 (including 

counterclaims between the Parties) will be consolidated in a single arbitral proceeding. 

The Parties will conduct the arbitration as quickly as is reasonably practicable and will 

use their respective commercially reasonable efforts to ensure that duration of the arbitral 

proceeding will not exceed ninety (90) days commencing from the date the last arbitrator 

accepts his or her appointment (or, if the arbitral award is not issued within such ninety 

21 

1 
(90) days, within a single renewal period of another ninety (90) days). Any decision or 

award of the arbitrators will be based solely on the terms of this Agreement, and the 

substantive governing law applicable thereto. The decision of the arbitrators will be in 

writing stating the reasons therefor, will be final and conclusive, and will be binding on 

the Parties. Judgment upon the award rendered in the arbitration may be entered and 

enforced by any court of competent jurisdiction. Each Party hereby expressly agrees that 

the arbitrators will have the authority to make an award of damages, subject to the limits, 

waivers and disclaimers set fo1th in this Agreement, or under applicable law. The 

decision of the arbitrators may include a decision as to costs, reasonable expeti witness 

fees, and reasonable attorneys' fees incurred in connection with such arbitral 

proceedings. 

22.5 Without prejudice to the provisions of Section 22.2 and 22.6(b), each Pa1iy irrevocably 

and unconditionally submits, for itself and its prope1iy, to the nonexclusive jurisdiction of 

the Courts of England (the "Courts"), for purposes of enforcing any arbitral award, or for 

obtaining any injunctive, temporary or preventative order or similar order available to it 

under the laws of any jurisdiction for a breach or threatened breach by the other Party of 

this Agreement which threatens irreparable damage. Nothing in this Section 22.5 shall 

affect any right that any Party may otherwise have to bring any provisional, interim or 

conservatory action or proceeding relating to provisional, interim or conservatory 

measures in the courts of any jurisdiction. 

22.6 Each Party, to the fullest extent it may effectively do so under substantive governing law 

applicable to this Agreement, also irrevocably waives and agrees not to assert, by way of 

motion, as a defense or otherwise: 

(a) any claim that it is not subject to the jurisdiction ofthe Cou1ts and any objection 

that it may have as to venue or inconvenient forum in respect of claims or actions 

brought in such Court; and 

(b) any right of application or appeal to any court (in England or in any other 

jurisdiction) in connection with any question of law arising in the course of 

arbitration proceedings or out of any decision or award by the arbitrator, except 

as permitted by the laws of England. 

23. COVENANT TO COMPLY WITH ALL LAWS 

23. 1 In performing its obligations under this Agreement, each Patty shall, at its own cost and 

expense, fully comply with, and have all licenses under, all applicable federal, state, 

provincial and local laws, rules and regulations of the United States, Malaysia and all 

third countries including rules and regulations promulgated by the U.S. National 

Transpmiation Safety Board, U.S. Department of Transportation, U.S. Federal Aviation 

Administration, the U.S. Depmtment of Defense, the U.S. Department of Homeland 

Security and the counterpart agencies in Malaysia. Each Patiy fmther agrees to 

pa1iicipate in (i) the Advance Passenger Information System ("APIS") program whereby 

the Operating Carrier will, upon request, supply U.S. Customs and Border Protection 

("CBP") with the required passenger manifest data from its flight(s) inbound to and 

outbound from the United States at the time of depatiure; (ii) the U.S. Department of 

Homeland Security ("DHS") Electronic System for Travel Authorization ("ESTA"), and 

(iii) the DHS Secure Flight program. 

22 
23.2 If either Party has notice that a provision of this Agreement is contrary to any Applicable 

Laws or govemmental regulations, that Party shall immediately notify the other Party in 

writing, such notice to include a description of the perceived violation of regulation and 

supp01ting written materials that facilitate the other Party's investigation of such 

perceived violation. 

24. PUBLICITY 

Except as required by Applicable Law, neither Party may issue any written press release concerning this 

Agreement without the prior written consent of the other Party, which consent shall not be unreasonably 

withheld or delayed. 

25. CONFIDENTIALITY 

25.1 Except as necessary to obtain any Government Approvals or as otherwise provided 

below, each Party shall, and shall ensure that its directors, officers, employees, Affiliates, 

and professional advisors (collectively, the "Representatives"), at all times, maintain 

strict confidence and secrecy in respect of all Confidential Information of the other Party 

(including its Affiliates) received directly or indirectly as a result of this Agreement. If a 

Party (the "Disclosing Party") is requested to disclose any Confidential Information of 

the other Party (the "Affected Party") under the terms of a subpoena or order issued by a 

coUJt or governmental body, it shall (a) notify the Affected Patty immediately of the 

existence, terms, and circumstances surrounding such request, (b) consult with the 

Affected Patty on the advisability of taking legally available steps to resist or narrow 

such request, and (c) if any disclosure of Confidential Information is required to prevent 

the Disclosing Pmty from being held in contempt or subject to other legal penalty, furnish 

only such portion of the Confidential Information as it is legally compelled to disclose 

and use commercially reasonable effotis to obtain an order or other reliable assurance 

that confidential treatment shall be accorded to the disclosed Confidential Information. 

Each Patty agrees to transmit Confidential Information only to such of its Representatives 

as required for the purpose of implementing and administering this Agreement, and shall 

inform such Representatives of the confidential nature of the Confidential Information 

and instruct such Representatives to treat such Confidential Information in a manner 

consistent with this Section 25. I. 

25.2 Within ninety (90) days after the termination of this Agreement, each Party shall, either 

deliver to the other Party or destroy all copies of the other Patty's Confidential 

Information in its possession or the possession of any of its Representatives (including, 

without limitation, any reports, memoranda or other materials prepared by such Party or 

at its direction) and purge all copies encoded or stored on magnetic or other electronic 

media or processors, unless and only to the extent that the Confidential Information is 

necessary for the continued administration and operation of such Patty's programs or is 

reasonably necessary in connection with the resolution of any dispute between the 

Pa1ties. 

25.3 Each Party acknowledges and agrees that in the event of any breach of this Section 25, 

the Affected Party shall be irreparably and immediately harmed and could not be made 

whole by monetary Damages. Accordingly, it is agreed that, in addition to any other 

remedy at law or in equity, the Affected Party shaH be entitled to an injunction or 

injunctions (without the posting of any bond and without proof of actual Damages) to 

23 
prevent breaches or threatened breaches of this Section 25 and/or to compel specific 

performance of this Section 25. 

25.4 The confidentiality obligations of the Parties under this Section 25 shall survive the 

Termination Date or expiration of this Agreement for a period of five (5) years. 

26. ASSIGNMENT 

Neither Party may assign or otherwise convey any of its rights under this Agreement, or delegate or 

subcontract any of its duties hereunder, without the prior written consent of the other Pa1ty; provided 

however, that each of American and MH may assign, subcontract or delegate any of its rights, duties or 

obligations under this Agreement to any of its Affiliates provided that such assignment and/or delegation 

shall not relieve American or MH of any of its obligations under this Agreement. 

27. SEVERABILITY 

If any provision of this Agreement is or becomes illegal, invalid or unenforceable under the law of any 

jurisdiction, such provision shall be severed from this Agreement in the jurisdiction in question and shall 

not affect the legality, validity or enforceability of the remaining provisions of this Agreement nor the 

legality, validity or the enforceability of such provision under the law of any other jurisdiction; unless, in 

the reasonable opinion of either Patty, any such severance affects the commercial basis of this 

Agreement, in which case the Party shall so infonn the other Party and the Pmties shall negotiate in good 

faith to agree upon modification of this Agreement so as to maintain the balance of the commercial 

interests of the Patties. If, however, such negotiations are not successfully concluded within ninety (90) 

days f!-om the date a Patty has informed the other that the commercial basis has been affected, either Patty 

may terminate this Agreement by giving at least thitty (30) days' prior written notice to the other Patty. 

28. EXCLUSIVITY 

28.1 This Agreement is non-exclusive and does not preclude either Pmty from entering into or 

maintaining marketing relationships, including codesharing, with other airlines, except 

that: 

(a) During the tetm of this Agreement, MH shall not, and shall cause its Affiliates 

not to: 

(i) place the MH Code or any Affiliate's Code, on any flight operated by 

any air carrier domiciled in the United States, other than American and 

its Affiliates, without American's prior written consent; or 

(ii) permit any air catTier domiciled in the United States, other than 

American and its Affiliates, to place its Code on any flight operated by 

MH or any Affiliate ofMH, without American's prior written consent; or 

(iii) place the MH Code or any Affiliate's Code, on any flight to, from, via, or 

within the United States, other than flights operated by MH and its 

Affiliates and American and its Affiliates, without American's prior 

written consent; or 

(iv) permit any air carrier, other than American and its Affiliates, to place its 

Code on any flights to, from, via, or within the United States, operated 

24 
by MH or any Affiliate of MI-l, without American's prior written 

consent. 

(b) During the term of this Agreement, American shall not, and shall cause its 

Affiliates not to: 

(i) place the AA Code or any Affiliate's Code on any flight operated by any 

air carrier domiciled in Malaysia, other than MH and its Affiliates, 

without MH's prior written consent; or 

(ii) permit any air carrier domiciled in Malaysia, other than MH and its 

Affiliates, to place its Code on any flight operated by American or any 

Affiliate of American, without MH's prior written consent; or 

(iii) place the AA Code or any Affiliate's Code, on any flight to, from, via, or 

within Malaysia, other than t1ights operated by American and its 

Affiliates and MH and its Affiliates, without MH's prior written consent; 

or 

(iv) permit any air carrier, other than MH and its Affiliates, to place its Code 

on any flights to, ft·om, via, or within Malaysia operated by American or 

any Affiliate of American, without MH's prior written consent. 

28.2 The foregoing Section 28.1 shall not apply to: 

(a) codeshared arrangements cunently in force between each of MH and American 

and third-patties, and any future renewals or modifications of such commitments; 

(b) codeshared arrangements with air carriers that provide only air cargo services 

(i.e., no commercial passenger air transport services); or 

(c) codeshared arrangements with any member of the oneworldTM Alliance. 

29. FURTHERASSURANCES 

29.1 Each Party shall perform such fuzther acts and execute and deliver such fUither 

instruments and documents at such Party's cost and expense as may be required by 

Applicable Law, rules or regulations or as may be reasonably requested by the other to 

carry out and effectuate the purposes of this Agreement. 

29.2 If and to the extent the transactions or activities contemplated by this Agreement require 

the cooperation or patticipation of an Affiliate or an Authorized Wet Lessor that is not a 

party hereto, then its Parent Carrier shall cause such Affiliate or Authorized Wet Lessor 

to cooperate or participate in such transaction or activity. Without limiting the generality 

of the foregoing, if such Affiliate or Authorized Wet Lessor operates as an Operating 

Carrier in connection with this Agreement and is not a patty to a separate codesharing 

agreement or addendum hereto with respect to such operations, its Parent Carrier shall 

cause it to comply with all obligations imposed on an Operating Carrier hereunder as if 

such Affiliate or Authorized Wet Lessor were a party hereto. The Parent CatTier shall be 

jointly and severally obligated and liable with such Affiliate or Authorized Wet Lessor 

for all such obligations, including, without limitation, the indemnity and insurance 

25 
requirements of this Agreement. In addition, the Parent Carrier shall cause such Affiliate 

or Authorized Wet Lessor to perform such acts and execute and deliver such further 

instruments and documents as may reasonably be required by the other Party to provide 

for such cooperation and participation, including, without limitation, execution of an 

addendum providing for such Affiliate or Authorized Wet Lessor to become a party to 

this Agreement. 

30. MISCELLANEOUS 

30.1 This Agreement contains the entire agreement between the Parties relating to its subject 

matter, and supersedes any prior understandings or agreements between the Parties 

regarding the same subject matter as it relates to codeshared services between the Parties. 

This Agreement may not be amended or modified except in writing signed by a duly 

authorized Representative of each Party. 

30.2 The relationship of the Parties hereunder shall be that of independent contractors. 

Neither Party is intended to have, and neither of them shall represent to any other Person 

that it has, any power, right or authority to bind the other, or to assume, or create, any 

obligation or responsibility, express or implied, on behalf of the other, except as 

expressly required by this Agreement or as otherwise permitted in writing. Nothing in 

this Agreement shall be construed to create between the Patties and/or the Pmties' 

Representatives any partnership, joint venture, employment relationship, franchise or 

agency (except that the Operating Carrier shall have supervisory control over all 

passengers during any Codeshared Flight, including any employees, agents or contractors 

of the Marketing Carrier who are on board any such Codeshared Flight). 

30.3 In the event that there occurs a substantial change in market conditions in general or in 

the condition of either Party, which change is not substantially the result of an act or 

omission of the Party requesting a change or amendment to this Agreement, and which 

change has a material adverse effect on either Pmty to this Agreement, then American or 

MH may propose a review of or amendment to this Agreement to limit or expand any of 

the terms, to extend the relationship to additional activities or city-pair destinations or 

otherwise to modify in any way the transactions or relationships contemplated in this 

Agreement. However, neither American nor MH will have any obligation, for any 

reason, to effect such an amendment. 

30.4 All rights, remedies and obligations of the Patties hereto shall accrue and apply solely to 

the Parties hereto and their permitted successors and assigns; there is no intent to benefit 

any third-parties, including the creditors of either Party. 

30.5 This Agreement may be executed and delivered by the Parties in separate counterpatts, 

each of which when so executed and delivered shall be an original, but all of which taken 

together shall constitute one and the same instrument. 

30.6 No failure to exercise and no delay in exercising, on the patt of any Pmty, any right, 

remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any 

single or pattial exercise of any right, remedy, power or privilege hereunder preclude any 

other or fmther exercise thereof of the exercise of any other right, remedy, power or 

privilege. The rights, remedies, powers and privileges herein provided are cumulative 

and not exclusive of any rights, remedies, powers and privileges provided by law. The 

failure of any Party to insist upon a strict petformance of any of the terms or provisions 

26 
of this Agreement, or to exercise any option, right or remedy herein contained, shall not 

be construed as a waiver or as a relinquishment for the future of such term, provision, 

option, right or remedy, but the same shall continue and remain in full force and effect. 

No waiver by any Party of any term or provision of this Agreement shall be deemed to 

have been made unless expressed in writing and signed by such Party. 

30.7 This Agreement is the product of negotiations between MH and American, and shall be 

construed as if jointly prepared and drafted by them, and no provision hereof shall be 

construed for or against any Party by reason of ambiguity in language, rules of 

construction against the drafting Party, or similar doctrine. 

30.8 Although translations of this Agreement may be made into any other language for the 

convenience of the Parties, the English version will govern for all plirposes of the 

interpretation and performance of this Agreement. 

30.9 Neither Party shall be liable for any exemplary, punitive, special or consequential 

Damages, including lost revenues, lost profits or lost prospective economic advantage, 

arising from any performance or failure to perform under this Agreement, even if such 

Party knew or should have known of the possibility thereof, and each Party hereby 

releases and waives any claims against the other Pmty regarding such Damages. FOR 

THE AVOIDANCE OF DOUBT, THE PARTIES AGREE THE FOREGOING SHALL 

NOT LIMIT A PARTY'S OBLIGATiON TO INDEMNIFY THE OTHER IN 

ACCORDANCE WITH SECTION 17 FOR DAMAGES ARISING OUT OF OR 

RELATING TO A CLAIM, SUIT OR CAUSE OF ACTION BY A THIRD PARTY. 

30.10 Either Party may approach the other Patty at any time with a request to discuss the terms 

and conditions of this Agreement; provided, however, that neither Patty shall be required 

to enter into any such discussions and may reject any such request in its sole discretion 

and without reason. 

31. NOTICES 

Unless otherwise expressly required in this Agreement or the Procedures Manual, all notices, reports, 

invoices and other communications required or pennitted to be given to or made upon a Patty to this 

Agreement shall be in writing, shall be addressed as provided below and shall be considered as properly 

given and received: (i) when delivered, if delivered in person (and a signed acknowledgment of receipt is 

obtained); (ii) three (3) Business Days after dispatch, if dispatched by a recognized express delivery 

service that provides signed acknowledgments of receipt; (iii) seven (7) Business Days after deposit in the 

applicable postal service delivety system; or (iv) if transmitted by facsimile, upon completion of 

transmission and upon confirmation by the sender (by a telephone call to a Representative ofthe recipient 

or by machine confirmation) that the transmission was received. For the purposes of notice, the addresses 

of the Patties shall be as set fotth below; provided, however, that either Party shall have the right to 

change its address for notice to any other location by giving at least three (3) Business Days prior written 

notice to the other Party in the manner set f01th above. 

[fto American Airlines, Inc.: 

4333 Amon Carter Blvd., MD 5635 

Fott Worth, Texas76155 

Attention: Managing Director- Strategic Alliances 

Responsible for Malaysia Airlines Codeshare 

Facsimile: (817) 967-3179 

27 
with a copy to: 

Telephone: (817) 963-2355 

4333 Amon Carter Boulevard, MD 5675 

Fort Wotih, Texas76155 

Attention: Corporate Secretary 

Phone: (817) 963-3598 

Facsimile: (817) 967-4313 

If to Malaysian Airline System Berhad: 

2"d Floor, Admin 3B, Complex B 

Sultan Abdul Aziz Shah Airport 

with a copy to: 

Attention: Senior Vice President, International Affairs 

Phone: +603 7863 3 101 

Facsimile: +603 78424309 

2"d Floor, Admin 38, Complex B 

Sultan Abdul Aziz Shah Airpmi 

Attention: Group General Counsel 

Phone: +60 78404890 

Facsimile: +603-78463818 

{remainder· of page left intentionally blank) 

28 
i 

I 

1 

i 

; 

l 

I ! 

IN WITNESS WHEREOF, the Parties have <;:aused this Agreement tobe duly executed and 

delivered by their proper and duly authoriZed officers, as of the Effective Date. 

By: 

Name: 

Title: 

By: 

Name: 

Title: 

MALAYSI~ AIRLINE SYS;I'EM 

BERHAD 

Attachments: 

Annex A~ Definitions 

Annex B ~ Codeshared Routes 

AMERICAN AIRLINES~ INC. 

By: 

Name: Kurt Stache 

Title: Vice President~ Strategic Alliances 

Annex C- Mlrihmim Standards of Ground and In-Flight SerV'ices 

Annex D-: Minimum S.tandards For Operating and Dependability 

AnnexE- Financial Settlement · 

Annex F- Governmental Approvals 

29 
ANNEXA 

DEFINITIONS 

"Affected Party" has the meaning assigned to such term in Section 25.1. 

"Affiliate" means with respect to any Person or entity, any other Person or entity directly or indirectly 

controlling, controlled by, or under common control with, such Person or entity. For purposes of this 

definition, «control" (including "controlled by" and "under common control with") means the power, 

directly or indirectly, to direct or cause the direction of the management and policies of such Person or 

entity, whether through the ownership of voting securities, by contract or otherwise. 

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

"Airline Guides" means the printed and electronic data versions of the "Official Airline Guide", the 

"ABC World Airlines Guide", and ''lnnovata", and their respective successors. 

"Arnel'ican" has the meaning assigned in the preamble to this Agreement. 

"Applicable Law" means all applicable laws of any jurisdiction including securities laws, tax laws, tariff 

and trade laws, ordinances, judgments, decrees, injunctions, writs, and orders or like actions of any 

Competent Authority and the rules, regulations, orders or like actions of any Competent Authority and the 

interpretations, licenses, and permits of any Competent Authority. 

"Assessment" has the meaning assigned to such tenn in Section 19.6. 

"ATPCO" means the Airline Tariff Publishing Company. 

"Authorized Affiliate" means with respect to American, (i) American Eagle Airlines, Inc., (ii) Executive 

Airlines, Inc., (iii) any carrier operating flights with American's code under the name "American Eagle", 

and (iv) any air catTier operating flights with American's Code under the American Connection@ brand 

name, currently Chautauqua Airlines, Inc., and with respect to MH, currently no other can·ier. 

"Business Day" means any day other than a Saturday, Sunday or other day in which banking institutions 

in New York, New York USA, or Kuala Lumpur, Malaysia, are required by law, regulation or executive 

order to be closed. 

"Carrier Code Box" means (i) for paper tickets, the field containing the two character airline designator 

code as defined in IATA Resolution 727,· or (ii) for electronic (or e-) tickets the three alphanumeric 

characters contained in the "Sold Airline Designator (Marketing Carrier)" field as defined in lATA 

Resolution 722f. 

"CBP" means U.S. Customs and Border Protection. 

"Code" means the two (2) character identifier assigned to a catTier by IA TA for the purpose of 

exchanging interline carTier messages in accordance with AIRIMP procedures. 

"Codeshare Commission" has the meaning assigned to such term in Section 6.2. 

"Codeshared Flight" means a flight on which both Parties have placed their respective Codes, as defined 

in Section 2.1 and Annex B. 

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

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

"Committee" has the meaning assigned to such te!'m in Section 20.1. 

"Competent Authorities'' means any supranational, national, federal, state, county, local, regulatory or 

municipal government body, bureau, commissio"n, board, board of arbitration, instrumentality, authority, 

agency, court, depattment, inspectorate, minister, minist1y, official or public or statutory person (whether 

autonomous or not) having jurisdiction over this Agreement or either Party. 

"Conditions of Carriage" means those conditions of contract tariffs and rules of carriage of a Patty that 

govem the transp01i of passengers traveling on tickets showing such Patty's Code in the Carrier Code 

Box of the flight coupon. 

"Confidential Information" means (a) all confidential or proprietary information of a Patty, including, 

without limitation, trade secrets, information conceming past, present and future research, development, 

business activities and affairs, finances, prope1iies, methods of operation, processes and systems, 

customer lists, customer information (such as passenger name record or "PNR" data) and computer 

procedures and access codes; (b) the terms and conditions of this Agreement and any reports, invoices or 

other communications between the Parties given in connection with the negotiation or performance of this 

Agreement; and (c) excludes (i) information already in a Patty's possession prior to its disclosure by the 

other Patty; (ii) information obtained from a third Person or entity that is not prohibited from transmitting 

such information to the receiving Patty as a result of a contractual, legal or fiduciary obligation to the 

Pa1ty whose information is being disclosed; (iii) information that is or becomes generally available to the 

public, other than as a result of disclosure by a Pa1ty in violation of this Agreement; or (iv) information 

that has been or is independently acquired or developed by a Party, or its Affiliate, without violating any 

of its obligations under this Agreement. 

"Courts" has the meaning assigned to such tenn in Section 22.5. 

"CRS" means a computerized reservations system owned or operated by any entity, including either Party 

to this Agreement, that contains information about commercial airline schedules, fares, car·go rates, 

passenger and cargo tariff rules and flight availability that is made available to travel agents, cargo agents 

and other non-airline entities to facilitate their ability to make reservations and issue tickets and air 

waybills. 

"Damages" means all third pa1ty claims, suits, causes of action, penalties, liabilities, judgments, 

demands, recoveries, awards, settlements, penalties, fines, losses and expenses of any nature or kind 

whatsoever (including, without limitation, internal expenses of the Indemnified Party, such as employee 

salaries and the costs of cooperating in the investigation, prepar·ation or defense of claims) under the laws 

of any jurisdiction (whether arising in tozt, contract, under the Warsaw Convention, as amended, or the 

Montreal Convention of 1999, as amended, and related instruments or otherwise), including reasonable 

costs and expenses of investigating, preparing or defending any claim, suit, action or proceeding 

(including post judgment and appellate proceedings or proceedings that are incidental to the successful 

establishment of a right of indemnification), such as reasonable attorneys' fees and fees for expert 

witnesses, consultants and litigation suppo1t services. 

"Disclosing Party" has the meaning assigned to such te1m in Section 25.1. 

A-2 
i 

I 

I l 

"Dispute" means any controversy, dispute, difference, disagreement or claim between the Parties arising 

under or relating to this Agreement, including any question concerning the validity, termination, 

interpretation, performance, operation, enforcement or breach of this Agreement. 

"Effective Date" has the meaning assigned to such term in Section 16.1. 

"Europe-Asia" means the Codeshared Routes listed in Annex B under such heading. 

"Excusable Delay" has the meaning assigned to such term in Section 21. 

"Frequent Flyer Participating Carder Agreements" means the agreements, fi·om time to time, between 

the Patiies relating to the participation of one Party in the other Party's frequent flyer program. 

"FTP" has the meaning assigned to such term in Section 6.3. 

"Governmental Approvals" means any authorizations, licenses, certificates, exemptions, designations, 

or other approvals of Competent Authorities that are reasonably required (in the opinion of either Patiy) 

for the operation of the Codeshared Flights. 

"lATA" means the International Air Transport Association. 

"lATA Clearing House" means the clearing house established by fATA to administer and implement 

revenue settlement by reference to the Revenue Accounting Manual published by IAT A. 

"lATA PMP" has the meaning assigned in Section 6.2(a). 

"Implementation Date" [means the date of the first codeshare service operated under this Agreement]. 

"Inadmissible Passengers" has the meaning defined in lATA Resolution 701, as modified, supplemented 

or amended from time to time. 

"Indemnification Notice" has the meaning assigned to such term in Section 17.3. 

"Indemnified Party" has the meaning assigned to such term in Section 17.3. 

"Indemnifying Party" has the meaning assigned to such term in Section 17.3. 

"Interline Service Charge" means the payment by the carrier lifting the ticket to the Ticketing Carrier, 

according to the industry program for compensation for the Ticketing Carrier's commission sales costs 

currently set fortl1 in IA T A Passenger Services Conference Resolutions 780b and 780d or as agreed 

between the respective can·iers. 

"Interline Traffic Agreement" or "ITA" means that certain Interline Traffic Agreement entered into by 

the Parties, as may be amended, supplemented or modified from time to time. 

''IOSA, has the meaning assigned to such term in Section 3.l(c). 

"Licensed Trademark" has the meaning assigned to such term in Section 13.3. 

"Lounge Access Agreement" means the agreement, if any, between the Parties relating to the access to a 

Party's airport lounges by the other Party's Codeshared Passengers traveling on a Codeshared Flight. 

A-3 
"Marketing Carrier" means the air carrie!' whose Code is shown in the Carrier Code Box of a flight 

coupon for a Codeshared Flight but which is not the Operating Carrier. 

"Marketing Carrier Flight Coupon" means a flight coupon (electronic or paper) of a ticket issued by 

the Marketing Carrier, Operating Carrier or a third party for travel on a Codeshared Flight showing the 

Marketing Carrier's Code (i) in the carrier code box in the case of a paper ticket, and (ii) in the 

transporiing canier field in the case of an electronic ticket. 

"Marketing Carrier Indemnified Party" has the meaning assigned to such term in Section 17.1. 

"Marketing Carrier Reviews" has the meaning assigned to such term in Section 10.3. 

"Marketing Carrier Ticket" means a ticket issued by the Marketing Carrier, Operating Carrier or a 

third-party that contains at least one Marketing Carrier Flight Coupon. 

;;Marketing Flight(s)" means a Codeshared Flight when displayed, sold, or referred to as a flight of the 

Marketing Carrier rather than a flight of the Operating Carrier, such as when using the Marketing 

Carrier's name, designator Code and/or flight number. 

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

"Malaysia" means Malaysia. 

;'Malaysia-Japan" means the Codeshared Routes listed in Annex B under such heading. 

"Mutual Emergency Assistance Agreement" means the agreement between the Parties relating to 

provision of assistance by one Party to the other Party in the event of aircraft emergency. 

';oneworldTM Alliance" means the globally branded multilateral airline alliance in which American 

pariici pates. 

;<Operating Carrier" means the air carrier having operational control of an aircraft used for a given 

Codeshared Flight. 

"Operating Carrier Indemnified Party" has the meaning assigned to such tenn in Section 16.2. 

"Normal Fare" has the meaning assigned to such term in the lATA Prorate Manual Passenger Part 1, 

Section E. 

"Parent Carrier" means American or MH, when referenced in relation to another carrier that is not a 

pariy to this Agreement and to which American or MH, as applicable, is Affiliated or from whom it wet 

leases aircraft, as applicable. 

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

"Payee" has the meaning assigned to such term in Section 19 .4. 

';Payor" has the meaning assigned to such term in Section 19 .4. 

"Person" means any individual, corporation, partnership, joint venture, association, joint stock company, 

trust, unincorporated organization or (except for the definition of "Affiliate" herein) government or any 

agency, authority or political subdivision of a government. 

A-4 
"Procedures Manual" means a detailed procedures manual prepared by the Parties for implementing the 

transactions contemplated by this Agreement. 

"Representatives" has the meaning assigned to such term in Section 25.1. 

"Reservations System" means the internal computerized airline passenger or cargo reservations system 

used by the personnel of an airline that contains information about flight schedules, fares, cargo rates, 

passenger and cargo tariff rules and seat availability of that airline and other carriers, and provides the 

ability to make reservations and issue tickets or air waybills. 

"Rules" has the meaning assigned to such term in Section 22.4. 

"Special Prorate Agreement" means any bilateral agreement, fi·om time to time, between the Pariies 

relating to the proration of interline revenue. 

"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, exchange control taxes and/or fees, and interest and penalties 

related to the foregoing, but excluding Ticket Taxes, that may be imposed by any Competent Authority. 

"Termination Date'' means 23:59 Coordinated Universal Standard Time on the date provided in the 

notice oftennination given in accordance with Section I 6.1. 

"Ticketing Carrie1·" means a carrier whose traffic documents are used to issue a ticket. 

"Ticket Handling Fee" means the payment by the can·ier lifting the ticket to the Ticketing Carrier for 

expenses incuJTed as a result of issuing the ticket. Such payment is a percentage, agreed upon bilaterally 

by the Pa1iies, of the prorated value billed by the canier that lifted the ticket. 

"Ticket Taxes" means any transactional taxes or passenger facility charges, including, without limitation, 

sales taxes, use taxes, stamp taxes, excise taxes, value added taxes, gross receipts taxes, departure taxes, 

surcharges and travel taxes, and all related charges, fees, licenses or assessments (and any interest or 

penalty thereon) imposed on passengers (or which air carriers or their agents are required to collect from 

passengers) by any authority in any country, or political subdivision thereof or public authority operating 

therein (including, without limitation any national, federal, state, provincial, territorial, local, municipal, 

poti or airport authority) or which are levied upon passengers by operation of Applicable Law or industry 

standard. Ticket Taxes together with the taxes referred to in Section 19 .I are collectively referred to as 

"Ta'l:es". 

"Trans-Atlantic" means the Codeshared Routes listed in Annex B under such heading. 

"Trans-Pacific" means the Codeshared Routes listed in Annex B under such heading. 

"US$" or"$" or "Dollars" means !awful curwncy of the United States of America. 

"U.S." or "United States" means the fifty states of the United States of America, the District ofColwnbia 

and the Commonwealth ofPuetto Rico. 

A-5 
ANNEXB 

CODESHARED ROUTES 

The Patties shall mutually designate cettain flights serving the Codeshared Routes shown below on which 

the Patties shall place their respective Codes. The implementation date for each Codeshared Route shall 

occur on a date to be mutually agreed by the Parties, subject to obtaining all Govemmental Approvals. In 

the event that all Governmental Approvals have not been obtained by such date for some particular 

Codeshared Route(s), then the implementation date for each such Codeshared Route shall occur at a later 

date as mutually agreed by the Patties, but not later than one hundred and eighty ( 180) days after the date 

all Govemmental Approval are received by the Parties for each such Codesbared Route. 

Codeshared Routes 

Trans-Pacific: 

Between Tokyo (NRT) and: 

Chicago (ORD) 

Dallas/Fort-Wotth (DFW) 

Los Angeles (LAX) 

Trans-Atlantic: 

Between London (LHR), Paris (CDG) and Frankfmt (FRA) and: 

Boston (BOS) 

Chicago (ORD) 

Dallas/Fott-Wotth (DFW) 

Los Angeles (LAX) 

Miami (MIA) 

New York-Kennedy (JFK) 

Raleigh/Durham (RDU) 

Europe-Asia: 

Between Kuala Lumpur (KUL) and: 

Frankfurt (FRA) 

London (LHR) 

Paris (CDG) 

Domestic US: 

Operating Carrier 

American 

American 

American 

American 

American 

American 

American 

American 

American 

American 

Malaysia 

Malaysia 

Malaysia 

Between Boston (BOS), Chicago (ORD), Dallas Fort-Worth (DFW), Los Angeles (LAX), Miami 

(MIA), New York (JFK) and Raleigh-Durham (RDU) and: 

Albuquerque (ABQ) 

Atlanta (ATL) 

Austin (AUS) 

Boise (BOI) 

Boston (BOS) 

B-1 

American 

American 

American 

American 

American 

J. 
Chicago-O'Hare (ORD) 

Dallas/Fott Worth (DFW) 

Denver (DEN) 

Detroit (DTW) 

El Paso (ELP) 

Fort Lauderdale (FLL) 

Fresno (FAT) 

Honolulu/Oahu (HNL) 

Houston-Intercontinental (IAH) 

Kahului!Maui (OGG) 

Kana/Hawaii (KOA) 

Las Vegas (LAS) 

Lihue/Kauai (LIH) 

Miami (MIA) 

Monterey (MRY) 

Nashville (BNA) 

New York-JFK (JFK) 

Newark (EWR) 

Oklahoma City (OKC) 

Orlando (MCO) 

Phoenix (PHX) 

Portland (PDX) 

Reno (RNO) 

Sacramento (SMF) 

Salt Lake City (SLC) 

San Diego (SAN) 

San Francisco (SFO) 

San Jose (SJC) 

San Juan (SJU) 

Santa Barbara (SBA) 

Santa Fe (SAF) 

Seattle/Tacoma (SEA) 

St. Louis (STL) 

Tucson (TUS) 

Washington-Dulles (fAD) 

Washington-Reagan (DCA) 

Domestic Malaysia: 

Between Kuala Lumpur (KUL) and: 

Penang (PEN) 

Kota Kinabalu (BKI) 

Kuching (KCH) 

B-2 

American 

American 

American 

American 

American 

American 

American 

American 

American 

American 

American 

American 

American 

American 

American 

American 

American 

American 

American 

American 

American 

American 

American 

American 

American 

American 

American 

American 

American 

American 

American 

American 

American 

American 

American 

American 

Malaysia 

Malaysia 

Malaysia 

j· 
Malaysia-Japan 

Between Kuala Lumpur (KUL) and: 

Tokyo (NRT) 

Intra-Asia 

BetWeen Kuala Lumpur (KUL) and: 

Bangkok (BKK) 

Bandar Seti Begawan (BWN) 

Jakarta (CGK) 

Denpasar Bali (DPS) 

Hanoi(HAN) 

Hong Kong (HKG) 

Phtiket (HKT) 

Philbin Penh (PNH) 

Siem Reap (REP) 

Yangon (RGN) 

!-Io Chi MiJih City (SGN) 

Sittgapore (SIN) 

B-3 

Malaysia 

Malaysia 

Malaysia 

Malaysia 

Mq.laysia 

Malaysifl. 

Malaysia 

Malaysia 

Malaysia 

Malaysia 

Malaysia 

Malaysia 

Malaysia 
ANNEXC 

MINIMUM STANDARDS OF GROUND AND IN-FLIGHT SERVICES 

The Parties agree that international ground and in-flight services should be competitive with other 

international carriers operating on the applicable Codeshare Routes, and that the services should remain 

competitive as improvements are made by other international carriers. The Parties also agree that the 

domestic ground and in-flight services should be competitive with other domestic carriers operating on 

the applicable Codeshared Routes, and that the services should remain competitive as improvements are 

made by other domestic carriers. Furthermore, the Parties agree that their ground and in-flight services 

should meet customer expectations, on an ongoing basis. In order to meet these objectives, MH and 

American may from time to time be required to implement service upgrades as mutually agreed upon by 

the Parties. 

Operating standards and general passenger procedures and policies for the Codeshared Flights are 

detailed in the Procedures Manual. 

The Pmties agree to monitor in-flight consumer research on customer priorities and satisfaction. 

Benchmarking research will be conducted to prioritize individual product features based on their 

importance to overall customer satisfaction and to obtain customer satisfaction ratings for individual 

product categories as well as the overall airline experience. Ongoing research will also be conducted 

during the term of the contract, to monitor customer satisfaction. Where the two carriers have statistically 

different ratings for two consecutive quarters after implementation, on individual product categories or 

the overall airline experience, the airline with the lower ratings will take measures to improve ratings to a 

level statistically equal to that of the higher carrier. For international Codeshared Flights, such consumer 

research will use American-operated international services as a comparative benchmark. The Patties will 

meet periodically to review customer satisfaction and benchmarking research data, in order to identifY 

product categories that require improvement by the carTier(s). 

The Parties agree that the number of Codeshared Passenger complaints received by the Marketing CatTier 

regarding the Codeshared Flights will be measured twice a year by the Marketing Carriet· as a ratio of 

Codeshared Passenger complaints per one thousand (1,000) passengers boarded. Codeshared Passenger 

complaints measured will be those from the following passenger groups: First and Business Class, Full 

Fare Coach, Premium Frequent Flyer Program Members, Airport Club Members, YIPs (very impmtant 

persons), customers with disabilities, and complaints regarding sensitive issues (i.e., food poisoning, 

unaccompanied minors, discrimination, and international documents). If the ratio of Codeshared 

Passenger complaints for any one city-pair or for the total average of all of the Codeshared Flights, 

exceeds 0.50 per one thousand (I ,000) passengers boarded for any half year period, the Operating Carrier 

agrees to take the appropriate corrective actions, upon notification by the Marketing Carrier. 

The Operating Carrier agrees to review passenger and baggage mishandling complaints and further, the 

Operating CarTier agrees to take the appropriate corrective actions. 

If the Operating Carrier fails to meet the standards established by this Annex C or incurs excess aircraft 

incidents affecting the Codeshared Flights, the Marketing Carrier, at its discretion, will be entitled to 

withdraw its Code from the affected Codeshared Flight(s). If the affected Codeshared Flights are not 

brought back into compliance with this Annex C within ninety (90) days following the removal of the 

9Marketing CatTier's Code fi·om the affected Codeshared Flight(s), the Marketing Carrier, at its 

discretion, will be entitled to terminate the Agreement in its entirety or with respect to the affected 

Codeshared Flight(s) pursuant to Section 16.3. 

C-1 

J· 
AUTOMATION 

The Patties shall develop, design and implement a computer automation system for the operational 

interface of each Patty's current computer system in order to provide the highest quality product to 

Codeshared Passengers. Each Party will be responsible for the cost and expense associated with 

modifying its own computer system. The Parties shall, at a minimum, agree to develop, design and 

implement the automation of the following systems to suppott the Codeshared Flights: 

Automated Reservation (PNR) Exchange - The Operating Carrier will accept automatically Codeshared 

Passenger PNRs and Special Service Request (SSR) items from the Marketing Carrier's computer system. 

Pre-Reserved Seating - A mechanism will exist so that pre-reserved seating on the Codeshared Flights 

will be available to Codeshared Passengers in accordance with the Operating Carrier's policy. 

Flight Movement Messages - The Operating Carrier must provide, in a timely fashion, flight movement 

messages (e.g., departure, delay and arrival times) for the Codeshared Flights to the Marketing Carrier's 

computer system. 

Airport Check-in - Automation must exist between the Patties so that transiting passengers will not need 

to recheck-in at the transit city. Codeshared Passengers will check-in at the applicable origin station and 

be provided boarding passes for all segments of such Codeshared Passengers' itinerary. 

Hand Back Messages (Post Depmture Reconciliation and Close-out) - The Operating Carder must 

provide electronically a list of Codeshared Passengers who traveled on the Codeshared Flights. The 

preferred format is an lATA-standard Passenger Reconciliation List (PRL). 

FACILITIES 

The Parties acknowledge the impmtance of maintaining functional and accurate signs identifying the 

Marketing Carrier, as appropriate, to facilitate passenger convenience and to avoid confusion at airports 

served by the Codeshared Flights. The Operating CatTier shall ensure that ticket counters at each station 

will identify prominently the Marketing Carrier, and promote the Marketing Carrier equally to the other 

airlines that have a similar cooperative relationship with the Operating Carrier at such airports. The 

Parties shall mutually agree on the placement of such signs, subject to the approval of the relevant airpOit 

authority or other lessors. 

The Operating Carrier will be responsible for the cost and expense associated with developing and 

installing the appropriate signs at airp01ts served by the Codeshared Flights. 

Each Pmty shall make commercially reasonable efforts to depmt from or arrive at the same terminal at 

airports served by Codeshared Flights. 

GATE AND RAMP HANDLING 

The Operating Carrier shall arrange for trained personnel, acceptable to the Marketing Carrier, to handle 

all gate (including ramp handling) and boarding services of Codeshared Passengers on the Codeshared 

Flights. 

All costs, fines, and penalties incurred with a refusal by the immigration (or equivalent) authorities of a 

country to pennit entry of any Codeshared Passengers at a destination point, shall be bome by the 

Operating Carrier that delivers the passenger on the intemational segment of the itinerary. 

C-2 
ANNEXD 

MINIMUM STANDARDS FOR OPERATING AND DEPENDABILITY 

The Operating Carrier shall adhere to the following operation completion and dependability standards for 

each Codeshared Flight. Each Codeshared Flight shall have an operating completion rate of ninety-five 

percent (95%) and an arrival rate of sixty percent (60%) within thirty (30) minutes of the scheduled 

arrival time, as measured on an average basis every six (6) months during the term of this Agreement. The 

Operating Carrier shall measure the performance of the Codeshared Flights that it operates and provide 

such data to the Marketing Carrier. The Marketing Carrier shall be entitled to review and, if appropriate, 

dispute the accuracy of the Operating Carrier's data. 

If the Operating Carrier fails to meet the standards established by this Annex D with respect to any citypair market served by the Codeshared Flights, the Marketing Carrier shall be entitled, after providing the 

Operating Carrier with a reasonable oppottunity to cure such failure (which shall not exceed ninety (90) 

days), to withdraw its Code from the affected city-pair market. If the affected Codeshared Flight is not 

brought back into compliance with this Annex D at the end of the next six-month period, the Marketing 

Carrier, at its discretion, shall be entitled to terminate this Agreement in its entirety or with respect to the 

affected city-pair market pursuant to Section I 6. 1. 

D-1 

J 
Codeshare Commission 

ANNEXE 

FINANCIAL SETTLEMENT 

The Codeshare Commission only applies to the Codeshared Flights on Trans-Atlantic, Trans-Pacific, 

Europe-Asia and Malaysia-Japan Codeshared Routes where either American or MH places its Marketing 

Carrier Code. The Codeshare Commission will apply to all fares including, but not limited to, published 

fares, unpublished fares, corporate discounts, and net fares. The Codeshare Commission will apply to all 

coupons originally ticketed on or reissued (voluntary or involuntary) to a Marketing Flight on TransAtlantic, Trans-Pacific, Europe-Asia and Malaysia-Japan Codeshared Routes by either American or MH. 

The Codeshare Commission for these Codeshared Flights will be calculated by multiplying the net 

prorated value (as determined in accordance with Sections 6.2Ca) and 6.3) of Marketing Carrier Flight 

Coupons originally ticketed or reissued (voluntaty or involuntary) by either American or MH by the 

applicable Codeshare Commission percentage, which for purposes of this Agreement, is detailed in the 

table below. 

First Class Fare 

Business Class Fare 

Economy Class Normal Fare (as defined in Annex A) 

Other Economy Class Fare (i.e., not a Normal Fare) 

Codeshare Commission 

REDACTED 

The Codeshare Commission may be renegotiated by and between the Pa1ties at any time by mutual 

written consent of the Pmties. 

REDACTED 

E-l 

J. 
ANNEXF 

GOVERNMENTAL APPROVALS 

American shall secure and maintain the following governmental approvals: 

1. Economic authority (including Statement of Authorization under 14 CFR, Part 2 I 2) from the 

United States Depa1tment of Transportation ("DOT") to codeshare with MH over the Codeshared 

Routes. 

2. License from the Malaysian Aviation Authority to enter into the codesharing arrangement with 

MH. 

MH shall secure and maintain the following governmental approvals: 

I. Authorization from the Malaysian Aviation Authority to codeshare with American over the 

Codeshared Routes. 

2. Economic authority from the DOT (including Statement of Authorization under 14 CFR, Pa1t 

212) to codeshare with American. 

F-1 
Exhibit 2 

Page 1 ofl 

MALAYSIAN AIRLINES CODESHARE ROUTES 

OPERATED BY AMERICAN EAGLE AIRLINES 

Domestic US: 

Chicago (ORD) to: 

Albuquerque (ABQ) 

Atlanta ( ATL) 

Detroit (DTW) 

El Paso (ELP) 

Nashville (BNA) 

Houston-Intercontinental (IAH) 

Newark (EWR) 

Oklahoma City (OKC) 

Salt Lake City (SLC) 

Austin (AUS) 

Denver (DEN) 

Washington-Reagan (DCA) 

Dallas Fort-Worth (DFW) to 

Santa Fe (SAF) 

Los Angeles (LAX) to: 

Albuquerque (ABQ) 

El Paso (ELP) 

Fresno (FAT) 

Houston-Intercontinental (IAH) 

Oklahoma City (OKC) 

San Diego (SAN) 

San Jose (SJC) 

Denver (DEN) 

Salt Lake City (SLC) 

Miami (MIA) to 

Atlanta (ATL) 

Nashville (BNA) 

New York (JFK) to: 

Nashville (BNA) 

Washington-Reagan (DCA) 

Raleigh-Durham (RDU): 

New York-JFK (JFK) 

Washington-Reagan (DCA) 

Chicago-O'Hare (ORD) 

American Eagle 

American Eagle 

American Eagle 

American Eagle 

American Eagle 

American Eagle 

American Eagle 

American Eagle 

American Eagle 

American and American Eagle 

American and American Eagle 

American and American Eagle 

American Eagle 

American Eagle 

American Eagle 

American Eagle 

American Eagle 

American Eagle 

American Eagle 

American Eagle 

American and American Eagle 

American and American Eagle 

American and American Eagle 

American and American Eagle 

American Eagle 

American Eagle 

American Eagle 

American Eagle 

American and American Eagle 
Cambodia 

Hong Kong 

Vietnam 

EVIDENCE OF TIDRD COUNTRY CODESHARE 

FOR NON OPEN SKIES POINTS 

KUL-PNH/REP (see DL *on KE flights via ICN) 

KUL-REP (see DL* on KE flights via ICN) 

KUL-HKG (see UA* on flights operated by NO via NRT) 

KUL-SGN/HAN (see AA* on JL flights via NRT) 

Exhibit 3 

Page 1 ofl