### 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 C 1 

### 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 800 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 Silverberg 1 

### 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

CODESHAREAGREEMENT

between

AMERICANAIRLINES, INC.

and

MALAYSIAN AIRLINE SYSTEMBERHAD

Malaysia Airlines CSA Execution Copy

### TABLE OF CONTENTS
1. DEFINITIONS

...............................**~**..............................**~**................................................................. 1 2. CODESHARE SERVICE

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

........................................................................................3 4. INVENTORY CONTROLAND PROCEDURES

..........................................................................4 5. MARKETINGAND PRODUCTDISPLAY

..................................................................................5 6. TRAFFIC DOCUMENTISSUANCEAND FINANCIAL SETTLEMENT

..................................6 7. FACILITIES

....................................................................................................................................7 8. TRAINING

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

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

..................................................................................................8 11. FREE AND REDUCED RATETRANSPORTATION

..................................................................9 12. OTHERMARKETING 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. JOINTMANAGEMENTCOMMITTEE

......................................................................................20 21. FORCEMAJEURE

.......................................................................................................................20 22. GOVERNING LAWAND DISPUTE RESOLUTION

.................................................................20 23. COVENANTTO COMPLY WITH ALL LAWS

.........................................................................22 24. PUBLICITY

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

....................................................................................................................23 26. ASSIGNMENT

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

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

.............................................................................................................................24 29. FURTHERASSURANCES

..........................................................................................................25 30. MISCELLANEOUS

......................................................................................................................26 31. NOTICES

.......................................................................................................................................27

### CODESHAREAGREEMENT

This CODESBAREAGREEMENT (this "Agreement"), dated as ofJanuary_, 2012, is between A1Ilerican Airlines, Inc., a corporaticm organiz(Od under the laws of the State of Delaware, United States ofAmerica, having its principal office at 4333 Amon Carter Boulevard, FortWorth,Texas 76155UnitedStatesofAmerica("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 ShahAirport, 47200 Sul;lang, SelangorDarul Ehsan;Malaysia("MH")

II} consideration ofthe 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 

## Aofthis Agreement or where they are elsewhere defined herein (iricludlng the Annexeshereto). Such ascribed meanings shallbeequally applicableto boththe singular anqplural forms ofsuchterms. American and MHmayeachbereferredto as a 

### ''farty" andmay.coiiectivelybereferred to as the "Parlies". 1.2 The Parties agree that accepted industry procedures a:nd ag1;eements relating to the interlining ofpassengers and baggage, including those setforth in lATA**R~solution** 780 Interline TrafficAgreement

- Piissenger for all international carriage shall app.l:Y to the provision ofair 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"), whichinay iriclude flights operated by theirAuthorized Affiliates and Authorized WetLessors, servingthe**~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 ofCodeshared Routes on which the Parties and their Authorized Affiliates and Authorized Wet Lessors may codeshare is attachedhereto as Annex 

### B.
2.2 Detailedprocedures 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 orsupplementsthereto agreed in writing betweenthe Parties frorri timeto time, shall be incorporated byreference into andtnade a partofthis Agreement; provided, however, thattheterms ofthis Agreement shall prevail 

### in the event ofa conflict between a provision ofthisAgreement and any provision ofthe Procedures Manual.



### 1

### 2.3 The Operating Carrier for each Codeshared Flight shall provide to the Codeshared Passengers, ata minimum, the same standard ofcustomer service as it providesto its own passengers traveling in the same class ofservice, 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 ofservice 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 Pattyretainsthe rightto determine the service schedules ofits own flights. To ensure a high standard ofpassenger service, the Patties agree that the dependability and the operation completion factor for Codeshared Flights must meet the minimum standards setforth 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 specificroute, flight number, equipmentorschedule. In the eventofsuch 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 theAirline Guides, CRSs, Reservations Systems, and othersources ofairline 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 Carrierwithrespectto 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 ofthe Procedures Manual and Applicable Law; and (c) notify the MarketingCatTier in accordance with the Procedures Manual. 2.7 The Conditions ofCarriage ofthe Marketing Carrier, including its limits ofiiability to passengers, shall govern the transpottation ofCodeshared Passengers, and the Conditions ofCan·iage ofthe Operating Carrier, including its limits ofliability to passengers, shall apply to those passengers traveling on the Codeshared Flights under the Code of the OperatingCarrier. The respective Conditions ofCa11'iage ofthe Patties shall be notified to the passengers to the extentand in the manner required by Applicable Law, rules and



### 2

### 2.8 regulations. Notwithstanding anything in this Section 2.7, the liability ofthe Parties 

### to each other with respectto passengerclaims 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 operatingcertificate ofan AuthorizedAffiliate or Authorized Wet Lessor. (b) Ifthere 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 within48 hours ofscheduled departure, the MarketingCarriershall be deemedto 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 ifit 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 ofcheck-in. In the event re-accommodation is necessary either because the substituted carrier is not an Authorized Affiliate orAuthorized 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 ofcarriage and Applicable Law.
3. 

### IMPLEMENTATION AND EXPENSES
3.1 Implementation ofthis Agreement shall be subjectto the following conditionsprecedent: (a) the execution of a Special Prorate Agreement and a Mutual Emergency Assistance Agreement, in form and substance satisfactoryto American and MH; (b) receiptby American and MH ofall necessary GovernmentApprovals; (c) successful completion by American and MH of the IAT A Operational Safety Audit(IOSA) registration; and (d) successful implementation and testing ofcodeshar·e (EDIFACT) and passenger processingautomation. 3.2 Each Pruty shall bear 

### its own costs and expenses ofperformance 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 ofprocedures and settlement relating to the Codeshared Flights (e.g., PNR exchange, yield management, revenue accounting, etc.), includingroutine maintenancethereof, and



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

### City t{cket offices in locations served by the Codeshared Flights 

### il\ orderto**fac~Iitate** travel onthe 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 ofjointly funded items shall be determined by the Parties in advance ofeach specific project 

### 4. INVENTORYCONTROLANDPROCEDURES
4.1 The availability ofMad<etirtg Flights will be co11trolled by standard AVS (availability status) o:fthe OpetatingCarrier. The Marketing Carrierwill have access to the Operating Carrier's local inventory c{ass availabilitY through an automated computerized intel'face,

·whkh·both Parties will maintainthroughout the term ofthis Agreement, 

### to expedite the sale ofseat inventory on the Codeshared flights. betailed procednres £:or imp!emer1tiqg andmaintainingseatinveptciry access are**c6nt~tined** intheProcedures 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 ofthe Mat'keting Cartier's inv<Jntoty classes to comparable**~lasses** ofthe 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 overtheopening, closingand othermanagementofseat inventory availability on CodesharedFlights. Each Party shall use comrnerciallyreasonableefforts 

### to provide equal iiwentory access to Codeshared Passengers in invent01y classes where suchpassengersyieldcomparablerevenues as the OperatingCarrier'spassengers. 4.3 This Section 4.3 shall ;govern the published fares 

## ofthe Marketing Carrier offered on Codeshared Flights as follows: · (a) ForRoutes servedbyonlyone Party, or

### itsAffiliates,fares and fare rulesfiledby the Marketing**Carri~r**for codeshare itinerarieswill matchth9se ofthe Operating Carrier. 

### (b) ForRoutes $erved bybothParties ortheir Affiiiates, the fares and fare rulesfiled bythe Marketing Carrier

### wiJl match eitherthose filed for its own flights orthose filed by**th~**OperatingCarrier. (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 Carrieronthenon-stop service. (d) For Routes wherethe Marketing Carrier on a one-stop service also operates its own**non~stop** service, the Marketing C!].n'ierwill match eitherthefares and fare rules ofthe one-stopoperatororapplythefares andfare rulesofits ownnon-stop service. (e) In the event ofthe Marketing Carrier's breach ofSections 4.3(a), 

### @,[0. or@), the Operating Can·ier shall have the right, in its sole discretion, after one (l)


### 4day's prior written notice to the Marketing Carrier, to restrict or close the inventory access ofthe Marketing Carrier or remove the Code ofthe 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 citypair.
4.4 Each Pmty sha!I establish fares and rates independently, subject to the provisions ofthe 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 pursuantto this Agreement, ontheotherhand. 

### 5. MARKETINGAND PRODUCTDISPLAY
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 withall applicable governmental laws, rules and regulations ofany 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 outofCodeshared Flights provided for herein in thejurisdiction 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 ofand 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 atthe 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 atthe earliestpossible oppottunityand in particularatthepoint ofsale.
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 ofMarketing 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 Ifthe Marketing Carrier is not authorized to offer air transp01t services in a particular local Codeshru·ed Route, the Marketing Carriershall file its standard schedule datafor 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 onlineto anotherflight marketed and/oroperated bythe MarketingCarrier). 5.4 Unlyss otherwise agreed, ail information and advertisingmater!als produced with the aim of promoting the Codesharec! Flights shall cle!lilY identifY both Parties. All joint advertising and promqtion ofthe Cqdeshai·ed Flights $hall be subject to prior agreement between the Pruiies and the costs ofsuchjoint advertising and promotion shall be shared basedonprioragreement. 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., airtrafficcontrol).
6. TRAFFICDOCUMENTISSUANCEANDFINANCIALSETTLEMENT 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 MarketingCarrierFlightCouponshonored on Codeshared Flights shallbeupliftedby the Operating Can·ier, which is responsible for processing and billing ofsuchdocuments asfollows: (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 purposesas ifthey showedthe OperatingCarrier's**de~ignator** 

### Codein 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 IAT

## AProrate Manual-Passenger ("IATAPl\11?"), as applicable. If the Operating Carrier does not have an interline traffic agreemynt with a**Tick~ting** 

### Carrierthat issued a Marketing C!li·der Ticket, and is unableto 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 couponsshall be valued for'billing and prorationpiiiJ)oses according to the lATA PMP. If the Operating Carrier has an interline traffic agreement with a Ticketing Carrierthat issued a Marketing CatTierTicketbutis un.ab(e to obtaiqsatisfactory settlement, the MarketingCan-ier shall i!-Ssistthe Operating Cartier to the extent commercially reasonable·in settling such account but shall not be liable for any losses incurred dueto an unsatisfa9tory settiemerit 6.3 For Codeshared Flights, the OperatingCarrier shall on. a monthly basis cieterrninethe net prorated value (as detetinined in accordance with Section 6.2(a)) ofMarketing CatTier Flight Couponsissued bytheMarketingCarrier andthe Operating Carrier anduplifted 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 payablewithrespectto MarketingCarrierFlightCoupons issued by any party otherthan the Marketing Carrierand 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 OperatingCarrier shall credit the account ofthe 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 ofthe clearance month via File Transfer Protocol ("FTP") (e.g., ifthe 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 November30,2012). 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 processedthrough the IAT A ClearingHouse.
6.4 The Marketing Carrier and the Operating Carrier as Ticketing Carrier shall not receive the Interline Service Charge and/orTicket Handling Fee; provided, however, in theevent thatfor whateverreason MH does notjoin the oneworldTM Alliance no laterthan one (1) year from the Effective Date, the Marketing Carrier and Operating Carrier as Ticketing Carrier shall eachreceive the Interline Service Charge and/ortheTicket 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 HandlingFee as agreed between the OperatingCarrier and suchthird 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 respectto all Marketing CatTierFlight 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 ofthis Agreement to facilitate the reaccommodation ofany Codeshared Passengers ticketed for travel aftertheTermination Date.
6.6 Differences that may appear after the billing process has been completed shall be rectified by written cotrespondence ora meeting betweenthe Patties.
6.7 In a sufficient amount oftimebefore the ImplementationDate, the MarketingCarrierwill file with ATPCO a TCN Codeshare Agreement, in which the Marketing Carrier will provide the range of its Marketing Flight numbers. The Marketing Carrier will be responsible, throughoutthe term ofthe Codeshare Agreement, forupdating 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

7avoid passenger confusion at airports served by the Codeshared Flights. The Parties shall cooperate on the p!acementofsuch signs, subjectto the approval ofthe relevantairp01t authority orother 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 suppottthe Codeshared Flights. All intellectual property or similarrightsto ·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 atall airpmts served bytheCodeshared Flights.
9.2 The Operating Carrier reserves the right to apply the provisions of its own security programs to the catTiage ofall passengers, baggage and cargo on board the Codeshared Flights, provided that such security programs shall, at a minimum, comply with the standards setfmth by therelevantCompetentAuthorities and be reasonably acceptable to the Marketing Can·ier, with the understanding that safety and security are ofthe 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 loadingofbaggage orcargo. 9.3 The checking ofthetravel documents ofeach Codeshared Passengerand the handling of Codeshared Passengers who m·e Inadmissible Passengers (as such term is defined in IAT A Resolution 701, as modified, supplemented oramended 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 ofthe 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 ofsafety, 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 EmergencyAssistanceAgreementinforce betweenthePruties. 

### 10.2 The Operating CatTier shall have sole responsibility for the maintenance of

### its leased and owned aircraft, and for other equipmentused in connection with the Codeshared Flights. Maintenance of such aircraft and equipment must, at a minimum, comply with the standards imposed by the relevantaeronautical 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 CarrierReviews 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 REDUCEDRATE 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'sexpense. 

### !2. OTHERMARKETINGPROGRAMS 

### 12.1 The Frequent Flyer Participating Carrier Agreements shall govern the participation of each Partyin the otherParty'sfrequent 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 agreementto 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 oftheir departure. Each Party 

### will be required to paythe other aper capitafee for such lounge access. 13. TRADEMARKSAND CORPORATEIDENTIFICATION 

### 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, advertisingorpromotional collateral, including without limitation creditcard and telecom solicitations, except where each specific use has been approved in advance by the other


### 9Party. 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 orotherproprietary intellectual property. 

### 13.2 Exceptas expressly provided herein, no right, property, license, permission or interest of any kind in the use ofany name, logo, logotype, insignia, service mark, trademark, trade name, copyright, corporate goodwill or other proprietary intellectual property owned by either Party orits 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 ofthis Agreement. 

### 13.3 Each of MH and American acknowledges for all purposes that any and all logos, trademarks, service marks, and trade names ofthe other, whether registered or not, are and shall at all times remain the exclusive property ofthe other Party, and may not be used withoutthe prior written consent ofsuch Party, except as set forth herein. Each of MH and American fmther acknowledges that any goodwill or other rights that arise as a result ofthe use by it oftheotherParty's marks, aspennitted under this Agreement, shaH accrue solely to the benefit ofthe Party owning such marks, whether registered or not. Should any right, title or interest in the logos, trademarks, service marks or trade names ofa Party become vested in the otherParty, the latter Party shall hold such right, title and interest in trust for the benefit ofthe former Party and shall, at the request ofthe former Party, promptly and unconditionally assign such right, title and interest to the former Patty withoutroyalties or compensation ofany kind. Each ofMH 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"), subjectto 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 FrequentFlyerPatticipating CarrierAgreement. 

### 13.4 Each Party agreesto use the LicensedTrademarks onlyin 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 ofAmerican Airlines, Inc.", as the casemaybe, orsimilarwordsto thateffect. 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 relevantLicensed Trademark.
13.6 Each Party has sole discretion 

### to determine the acceptability of both the quality and presentation ofadvertising 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 bearingthe Licensed Trademarks. 14. REPRESENTATIONS AND WARRANTIES

1014.1 Each ofMHand American hereby represents and warrantstothe other as follows: (a) It is a duly incorporated and validly existing corporation, in good standing under the laws ofitsjurisdiction ofincorporation; is an aircarrier duly authorizedto act as such by the government ofits country ofincorporation; and has the requisite corporate powerand authority to enterinto and perform its obligations under this Agi·eement. The execution, delivery, and performance of this Agreement by it have been duly authorized by all necessarycorporateaction. ThisAgreement 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, exceptto the extent that enforceability may be limited or modified by the effect ofbankruptcy, insolvency or other similar laws affecting creditors' rights generally, andthe application ofgeneral principles ofequityand publicpolicy. (b) The execution, delivery or petformance by it ofthis 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 ofit or its Affiliates, taken as a whole, or on its ability to perform thisAgreement. (c) The execution, deliveryand performance by 

### it ofthis Agreement do not require the consent or approval of, or the giving ofnotice to, the registration with, the recording or filing ofany 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 orentity, other than theGovernmental 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 effecton itora material adverse effect on the transactions contemplated in thisAgreement. (d) Each ofthe foregoing representations and warranties shall survive the execution and delivery ofthisAgreement. 

### 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 GovernmentalApprovals thatmayhereafterbe 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 continueto endeavorto obtain approval ofthe remaining city-pairmarkets.

11 

# J·15.3 Ifthe Parties obtain none ofthe Governmental Approvals required for the Codeshared Routes listed in Annex 

### Bwithin three hundred sixtyfive 

### (365) days ofthe Effective Date, or if all of such Governmental Approvals are given with substantial unfavorable restrictions orconditions (each Partyto 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 ofthe Codeshared Route(s). Ifa 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 ofany 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 ofthe aircraft used for the Codeshared Flights or noncompliance by the OperatingCarrierwith operational, training or safetyrules 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), orAnnex 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 ofthe Mutual EmergencyAssistance Agreement. 16.2 In addition to any other termination rights provided herein, this Agreement may be terminated asfollows: (a) at any time by mutual written consentofthe 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 ofthe 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 ofthis Agreement (other than a breach ofa payment obligation under Section 6 ofthis Agreement orthe 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 ifthe breaching Pariy cotTects such breach within thirty (30) days following receipt of such notice. Ifsuch breach cannot be corrected within thitiy (30) 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 oftime not to exceed thiriy (30) days to correct the breach, provided that the breaching Party has taken action reasonably contemplated to correctsuchbreach following receiptofthe notice;


### 12(d) by the non-breaching Party upon the breach of a payment obligation under Section 6 ofthis Agreement or the failure to otherwise pay any sums due to the non-breaching Pariypursuantto 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 ofsuch notice, correctsuch breach; (e) at any time by either Party upon written notice ifthe other Party (i) makes an assignment for the benefit ofcreditors; (ii) suspends the payment oforadmits in writing its inability to pay, orgenerally 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 orproposes or commences a moratorium upon or extension or composition of its debts; (iv) has issued against it any writ, execution, process or abstract ofjudgment that may have a material adverse effect on it and that is notdismissed, satisfied orstayed 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 ofits 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 ofwritten notice from the other Party (i) that such other Patiy has merged orconsolidated 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 ofsuch merger or consolidation) immediately after the merger or consolidation continue to own over eighty percent (80%) ofits voting stock and, 

### ifthe Pmiy hereto is notthe surviving entity, the surviving entity assumes all of the obligations and responsibilities ofthe 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 ofits voting stock acquired, directly or indirectly, by a third..:party (or third-parties acting as a group) in one or a series oftransaction and, as aresult, suchthird-party (or group) has the rightto direct themanagement and policies ofthe Party, or (iv) that more than fifty percent (50%) ofits 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 ofan occurrence ofany ofthe events specified in this Section 

### 16.2(0. 

### 16.3 Throughout the Term, either Party has the right to suspend performance ofor terminate this Agreement immediately by givingwritten notice tothe other Pariy in the eventthat

### it has reason to suspect orbelieveorin the eventthat: (a) the other Pariy has suffered a significant emergency or serious incident or accident orreceived a serious threatthat relates to any ofthat Patty's flights orto a Codeshared Flight orCodeshared Route; or {b) the other Patty has received from any relevant CompetentAuthority notice thatit has failed to complywith applicable safetyorsecurityrequirements; or


### 13 

# J-(c) the United States Department of Transportation (DOT), the United States Depa1tment of Defense (DOD) or the United States Department of Homeland Security(DHS), orthe counterpart authorities in Malaysia, has ordered in writing or orallythatthe 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 ofMalaysia or the United States, as applicable, does not provide safety oversight ofits 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 Category2 from the Federal Aviation Administration (FAA), orthe United States receiving an equivalent rating from counterpatt authorities in Malaysia, respectively.
Ifa Party suspendsthisAgreement 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 ofnotice 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 suspensiontenninatethis Agreement by giving noticein writing to the otherParty. Ifthis 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 orAnnex 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 orreissue such tickets to permit use on the Operating CatTier. The Operating Carrier shall accept passengers traveling on such tickets as ifsuch reservations had been booked through the Operating Carrier using ordinary interline procedures but giving effect to the revenue settlement methodology providedfor in Section 6 ofthis 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 orali passengers scheduled to be traveling on Marketing CarrierTickets. The Marketing Carrier shall be solely responsible for transfetTing the reservations ofsuch passengers to othercmTiers or makingotheralternative 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 orAuthorized Wet Lessor is the OperatingCruTier) 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) anyofthefollowing:


### 14 

# J-

### (a) the death ofor injmy to or delay ofpersons, or delay or loss ofor 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 ofthe death ofor injury to Codeshared Passengers traveling on Marketing Carrier Tickets irrespective ofconditions or liability limits that applyor may purportto apply); (b) the death ofor injUtyto, orloss ordamage to property of, third partiesnot 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 ofany ofits representations orwarranties setforth in Section 14 ofthisAgreement; or (e) infringement of a third-party's intellectual property or similar rights by the Operating Can·ier's logos, trademarks, servicemarks ortrade 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 THATUNDERTHE 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 OWNNEGLIGENCE (BUTNOTWILLFUL MISCONDUCT). 17.2 Subjecttothe indemnities provided in Section 17.l(a). and withoutprejudice to any other written agreement or arrangement ofeither 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, orcollectively 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, oroccurringin connection with) anyofthefollowing: (a) the death ofor injuty to or delay ofpersons, 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 onlyto the extent caused by the willful misconductoftheMarketing Carrier; (b) the death ofor injuryto, orloss ordamage toproperty of, third pattiesnot 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 misconductofthe MarketingCarrier;

15

### (c) negligent acts or omiSSIOns of the Marketing Carrier that are related to its obligations underthis Agreement, otherthan Damages to the extent addressed in Section 17.1

### (a) or.(Q)

### orSection 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 ofthe 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 ofany Damages that is in excess ofthe Damages against which the Operating Carrier would have been required to indemnify the Marketing Carrier undet· Section 17.1 (a) 

### if the Marketing Carrier had properly compliedwith all IATAticketingprocedures; (e) the Marketing Carrier's breach of its representations or warranties set forth in Section 14 ofthisAgreement; or 

### (f) infringement of a third-party's intellectual property or similar rights by the Marketing Canier'slogos, trademarks, service marks ortrade names. I7.3 A Party (the "Indemnified Party") 

### thatbelieves itis entitled to indemnification from the other Party (the "Indemnifying Party") 

### pursuant to the terms ofthis 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, thatthefailure to give such notice shall not relievethe IndemnifyingPartyofits obligations hereunderexceptto the extent thatsuch 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 ofor to settle any such third-party claim. The Indemnifying Party shall have the rightto elect to settle any such claim for monetary Damages only, subject to the consent ofthe 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 withintwenty (20) days ofbeingrequested 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 ofany such proposed settlement. Ifthe Indemnifying Party fails to take any action against the third-party claim that is the subject ofan 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 ordefend 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 notenter into any settlementor othercompromiseorconsentto a judgment with respect to a third-patty claim to which the Indemnifying Patty has an indemnity obligation withoutthepriorwritten consentofthe IndemnifyingPatty.



### 16

### 17.4 Each Indemnified Party shall have the right, but notthe duty, to participate in the defense ofany claimwith attorneys ofits own choosing and at its own cost, without relievingthe Indemnifying Party ofany obligations hereunder. In addition, even ifthe Indemnifying Party assumes the defense of a claim, the Indemnified Party shall have the right to assume control ofthe defense ofany claim from the IndemnifyingParty at any time, and 

### to electto settle ordefend against such claim; provided, however, the fndemnifying Party shall have no indemnification obligations with respect to such claim except for the costs and expenses ofthe Indemnified Party (otherthan attomeys' fees incun-ed in pmticipating in the defense ofsuch claim) incurred priorto the assumption ofthe defense ofthe 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 oractivity contemplated by this Agreement. 17.6 The rights and obligations of the Parties under this Section 17 shall survive the Termination Date or expiration ofthis Agreement. 18. INSURANCE 

### 18.1 The Operating Carrier shall procure and maintain for the benefit ofthe MarketingCarrier during the term of this Agreement with insurance catTiers of known financial responsibility, insurance ofthetype and in the amounts listed below: (a) Third Party Legal Liability in respect ofall operations, including but not limited to aircraft (owned and non-owned) liability (including risks hijacking and allied perils), passenger and crewbaggage 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 ofcontribution from any insurance carried by the Marketing Carrierto 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 ofthe protections afforded the Marketing Carrier under the indemnity specified in Section 17.l, (ii) contain a severability of interest clause and a breach ofwarranty clause in favor ofthe Marketing Carrier, and (iii) specifically insure the Operating Carrier's indemnification obligations under this Agreement to the full extent ofthe coverage provided by the Operating Carrier's policy or policies. (a) The Operating Carrier shall maintain a combined single limit of liability ofnot less than USD $1,000,000,000 perany 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) 

### warand allied perils maybe subjectto an annual aggregate limit. (b) Hull all riskinsurance, including war risk, and such policy shall include a waiver ofsubrogation in favor ofthe Marketing Carrier to the extent ofthe indemnity specified in Section 17.1. (c) Worker's compensation and employer's liability insurance, or such other similar or equivalent insurance carried outside ofthe United States, in accordance with statutory limits. 18.2 The Operating Carrier shall provide the Marketing Carrier with certificates ofinsurance evidencing such coverage no less than thirty (30) days prior to the commencement ofthe first Codeshared Flight, and thereafter within five (5) Business Days ofthe date ofany renewal ofsuch 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 thatthe MarketingCarriershall be notified ofany expirationor renewal ofsuch coverage. ·The notice period in respect ofwar and allied perils coverage shall be seven (7) days or such lesser period as is or may be available in accordance with the policy providingsuch 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 ofa similar nature) onthe revenues or income or any measure thereofwhich is attributable to it 

### in connection with the sale ofairtransportation pursuant to this Agreement. 19.2 The Party that acts as the Ticketing Carrier in respect ofany 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 ofthe Codeshared Flights. Ifthe Ticketing Carrier is the Marketing Carrier or a third-party, the Operating Carrier shall repmi and issue a debit invoice to theTicketing Carrier through the IAT 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 TicketTaxes. (c) The Operating Carriermaybill theTicketingCarrierfor 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 ofSection 

### 19.2, ifthe 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 ofthe enactment ofsuch laws which Ticket Taxes it is prohibited from collecting and render reasonable assistance to the Operating Carrier so that procedures canbe implemented to collectsuchTicketTaxesfrom the passenger. 19.4 Both**Pa~ties** acknowledge thatthe tax laws ofthe countries in which they may operate in connection with the Codeshared Flights may require withholding ofTaxes on certain of the payments that either ofthe Parties ortheir agents (the "Payor") may be required to payto theother Party (the "Payee"), under this Agreement. It is agreed that paymentsto the Payee shall be exclusive ofsuch withholding, provided however, that the Payor shall infmm the Payee in writing with atleast forty five (45) days' advance notice ofits 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 givento the Payorby suchtaxation authority; and (b) within fifteen (15) days of payment by the Payor to the relevant taxation authoritythe 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 ofSection 

### 19.4, thePayorshallprovidetothePayeewithinthirty (30) days of such withholding a tax receipt and copies of any support for the payment as may be necessa1y to supporta claim bythe Payeeofa foreigntaxcreditunderApplicable Laws.
19.6 Ifeither Pa1ty receives notice from anytaxation authority with respect to any assessment orpotential assessment orimposition ofany 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 ofreceiptofsuch notice. Ifthe Partyreceiving suchnoticefrom a taxationauthority is or will be required to pay any Assessment for which the other Party is ultimately responsible, it shall be entitledto 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 accordancewiththeprocedures setforth 

### in Section 

### 17.

19 

# ):·20. JOINT MANAGEMENT COMMITTEE 20.1 Coincident with the execution ofthis Agreement, American and MH will create ajoint 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 ofits responsibilities oras 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 ofany meeting ofthe 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 ofthe cooperative services of American and MH, and their respective airline Affiliates. The Committee will, as part ofits responsibilities, monitor customer se1vice quality, system development, performance of Codeshared Flights, marketing approach and techniques, shared use offacilities, frequent flyer arrangements, and all other aspects ofthe 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 ofthe 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. 

### 2I. 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 ofthat Party; and (b) is not theresult of that Party's lack ofreasonable diligence. Ifan Excusable Delay continues for thirty (30) days or longer, the non-delayed Pa1iy shall have the right, at its option, to tenninate this Agreementby givingthe delayed Partyat leastthirty (30) days' priorwritten notice.
22. GOVERNINGLAWAND DISPUTERESOLUTION 22.1 This Agreementshall in all respects be governed by and construed in accordancewiththe


### 20

### laws ofEngland (withoutregard to its conflict oflaws principles) including all matters of construction, validity and performance. 22.2 In theevent ofa Disputethe Parties shall proceed as follows: (a) Exceptas otherwise expressly provided in Section 22.3, any Dispute must first be referred to the Committee for resolution. (b) Ifthe Committee is unable to resolve the Dispute within twenty (20) days after the Dispute is referred toit, unless extended bymutual consent ofthe 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 withintwenty (20) days afterthe date ofthefirst such referral byeither Party, unless extended by mutual consentofthe Patties. (c) It will be sufficient for the purposes of referrals under this Section 22.2 that 

# a Party send notice ofthe Dispute to one ofits own members ofthe Committee, or its ownVice President- Alliances, as the case may be, in each case, with a copy tothe otherParty in the mannerspecified in Section 31 forthe giving ofnotice. 22.3 Any Dispute notresolved 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 itselfand its propetty, to the exclusivejurisdiction ofsuch arbitration and expressly and irrevocably waives its rightto bring suitagainst the other Party in respect ofa Dispute in any comiof law except forthe limited purposes ofenforcing an arbitral award obtained in respect ofa Dispute, or for obtaining any injunctive, temporary orpreventative order orsimilar order available to it under the laws ofanyjurisdiction for a breach orthreatened breach by the other Party ofthis Agreement. Each Party, to the fullest extent it may effectively do so under Applicable Law, irrevocably waives and agrees notto assert, by way ofmotion, as adefense orotherwise, anyclaimthat it is not subjectto 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 ofthe 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 ifboth Patties so agree in advance ofthe arbitration and are able to agree upon a single, mutually acceptable individual. Ifthe 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 theirrespective commerciallyreasonable efforts to ensure that duration ofthe arbitral proceeding will not exceed ninety (90) days commencing from the date the last arbitrator accepts his or her appointment (or, ifthe arbitral award is not issued within such ninety
21 

# 1(90) days, within a single renewal period ofanother ninety (90) days). Any decision or award ofthe arbitrators will be based solely on the terms ofthis Agreement, and the substantive governing law applicable thereto. The decision ofthe 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 ofcompetentjurisdiction. Each Party hereby expressly agrees that the arbitrators will have the authority to make an award ofdamages, subjectto the limits, waivers and disclaimers set fo1th in this Agreement, or under applicable law. The decision ofthe 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 ofSection 22.2 and 22.6(b), each Pa1iy irrevocably andunconditionally submits, for itselfand its prope1iy, tothe nonexclusivejurisdictionof the Courts ofEngland (the "Courts"), for purposes ofenforcing any arbitral award, orfor obtaining any injunctive, temporary or preventative order or similar order available to it under the laws ofanyjurisdiction for a breach or threatened breach by the otherParty 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 ofanyjurisdiction.
22.6 Each Party, to the fullest extent it may effectively do so under substantive governing law applicableto this Agreement, also irrevocably waives and agrees not to assert, by wayof motion, as a defense orotherwise: (a) any claim that it is not subjectto thejurisdiction oftheCou1ts and any objection that 

### it may have as to venue or inconvenientforum in respect ofclaims oractions broughtin 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 ofany decision or award by the arbitrator, except as permitted by the laws ofEngland.
23. COVENANTTO COMPLY WITHALLLAWS 23. 1 In performing its obligations under this Agreement, each Patty shall, atits own cost and expense, fully comply with, and have all licenses under, all applicable federal, state, provincial and local laws, rules and regulations ofthe United States, Malaysia and all third countries including rules and regulations promulgated by the U.S. National Transpmiation Safety Board, U.S. Department ofTransportation, 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 ofdepatiure; 

### (ii) the U.S. Department of Homeland Security ("DHS") Electronic System for Travel Authorization ("ESTA"), and (iii) the DHS Secure Flightprogram.

2223.2 Ifeither Partyhas notice thata provision ofthis Agreement is contraryto any Applicable Laws or govemmental regulations, that Party shall immediately notify the other Party in writing, such notice to include a description ofthe perceived violation ofregulation 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 priorwritten consent ofthe other Party, which consent shall not be unreasonably withheld ordelayed.
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 ofall Confidential Information ofthe other Party (includingits Affiliates) received directly or indirectly as a result ofthis Agreement. Ifa Party (the "Disclosing Party") is requested to disclose any Confidential Information of the otherParty (the "Affected Party") undertheterms ofa subpoenaororder 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 oftaking legally available steps to resist or narrow such request, and (c) ifany disclosure ofConfidential Information is required to prevent the Disclosing Pmty from being held in contempt orsubjectto other legal penalty, furnish only such portion ofthe 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 agreesto transmitConfidential Information only to such ofits Representatives as required for the purpose ofimplementing and administeringthis Agreement, and shall inform such Representatives ofthe confidential nature ofthe Confidential Information and instruct such Representatives to treat such Confidential Information in a manner consistentwith this Section 25.I. 25.2 Within ninety (90) days after the termination ofthis Agreement, each Party shall, either deliver to the other Party or destroy all copies of the other Patty's Confidential Information in its possession orthe possession ofany ofits 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 ofsuch 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 ofany breach ofthis 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 ofany bond and without proofof actual Damages) to

23prevent breaches or threatened breaches ofthis Section 25 and/or to compel specific performance ofthis Section 25.
25.4 The confidentiality obligations of the Parties under this Section 25 shall survive the Termination Date orexpiration ofthis Agreementfor a period offive (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 ofthe other Pa1ty; provided however, that each ofAmerican and MH may assign, subcontract or delegate any ofits rights, duties or obligations underthis Agreementto any ofits Affiliates provided that such assignment and/or delegation shall not relieve American orMH ofany ofits obligations underthis Agreement.
27. 

### SEVERABILITY
Ifany provision ofthis Agreement is or becomes illegal, invalid or unenforceable under the law ofany jurisdiction, such provision shall be severed from this Agreement in thejurisdiction in question and shall not affect the legality, validity or enforceability ofthe remaining provisions ofthis Agreement nor the legality, validity orthe enforceability ofsuch provision underthe law ofany otherjurisdiction; 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 ofthe Patties. If, however, such negotiations are not successfully concluded within ninety (90) days f!-om the date a Patty has informed the otherthatthe commercial basis has been affected, eitherPatty may terminate this Agreement by givingatleastthitty (30) days' prior writtennotice tothe 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 ofthis Agreement, MH shall not, and shall cause its Affiliates notto: (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 priorwrittenconsent; 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 MHor anyAffiliate ofMH,withoutAmerican'sprior written consent; or (iii) place the MHCodeorany 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


### 24by 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 Affiliatesnotto: (i) place the AA Codeorany Affiliate's Code on any flight operated by any air carrier domiciled in Malaysia, other than MH and its Affiliates, withoutMH's priorwritten 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 ofAmerican, withoutMH's priorwritten consent; or (iii) placethe AA Code orany Affiliate's Code, on anyflight to, from, via, or within Malaysia, other than t1ights operated by American and its Affiliates and MHand its Affiliates, withoutMH's prior written consent; or (iv) permit any aircarrier, other than MH and its Affiliates, to place its Code on anyflights to, ft·om, via, orwithin Malaysia operated by American or anyAffiliateofAmerican, without MH'sprior written consent. 28.2 Theforegoing Section 28.1 shallnot applyto: (a) codeshared arrangements cunently in force between each ofMH and American and third-patties, and anyfuture renewals or modifications ofsuch commitments; (b) codeshared arrangements with air carriers that provide only air cargo services (i.e., no commercial passengerairtransportservices); or (c) codeshared arrangements with anymember ofthe 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 carryoutandeffectuatethepurposes ofthis Agreement.
29.2 Ifand to the extentthe transactions or activities contemplated by this Agreement require the cooperation or patticipation ofan Affiliate or an Authorized WetLessorthat is not a party hereto, then its Parent Carrier shall cause such Affiliate or Authorized Wet Lessor to cooperateor participate in suchtransaction or activity. Without limiting the generality of the foregoing, ifsuch 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 orAuthorized Wet Lessor were a party hereto. The ParentCatTiershall 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

25requirements ofthis Agreement. In addition, the ParentCarrier 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 thisAgreement.
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 regardingthe same subject matter as it relates to codeshared services betweenthe Parties. This Agreement may not be amended or modified except in writing signed by a duly authorized Representative ofeach Party. 30.2 The relationship of the Parties hereunder shall be that of independent contractors. Neither Party is intended to have, and neither ofthem 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 orcontractors ofthe Marketing Carrier who areon 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 ofeither Party, which change is not substantially the result of an act or omission ofthe Party requesting a change or amendment to this Agreement, and which change has amaterial adverse effect on either Pmty to this Agreement, then American or MH may propose a review oforamendment 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 ofthe Patties hereto shall accrue and apply solely to the Parties hereto and their permitted successors and assigns; there is no intentto benefit anythird-parties, including the creditors ofeither Party. 30.5 This Agreement may be executed and delivered by the Parties in separate counterpatts, each ofwhich when so executed and delivered shall be an original, but all ofwhich taken togethershall constitute one and the same instrument. 30.6 No failure to exercise and no delay in exercising, on the patt ofany Pmty, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single orpattial exercise ofany right, remedy, power orprivilege hereunder precludeany other or fmther exercise thereof ofthe exercise ofany other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive ofany rights, remedies, powers and privileges provided by law. The failure ofany Party to insist upon a strict petformance ofany ofthe terms orprovisions


### 26

### ofthis 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 ofany term or provision ofthis Agreement shall be deemed to have been made unless expressed in writing and signed by such Party. 30.7 This Agreement is the product ofnegotiations between MH and American, and shall be construed as ifjointly prepared and drafted by them, and no provision hereofshall be construed for or against any Party by reason of ambiguity in language, rules of construction againstthe drafting Party, orsimilardoctrine. 30.8 Although translations ofthis 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 andperformance ofthisAgreement. 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 ifsuch 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 ORCAUSEOF ACTION BY A THIRD PARTY. 30.10 Either Party may approach the other Patty at any time with a requestto discuss the terms and conditions ofthis 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, ifdelivered in person (and a signed acknowledgment ofreceipt is obtained); (ii) three (3) Business Days after dispatch, if dispatched by a recognized express delivery servicethatprovides signed acknowledgments ofreceipt; (iii) seven (7) Business Days after depositin 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 oftherecipient or by machineconfirmation) that the transmission was received. Forthe purposes ofnotice, the addresses ofthe 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 bygivingat leastthree (3) Business Days prior written noticeto the other Party in the manner set f01th above. [fto 

### American Airlines, Inc.: 4333 Amon Carter Blvd., MD 5635 FottWorth, Texas76155 Attention: ManagingDirector- Strategic Alliances Responsible for MalaysiaAirlines Codeshare Facsimile: (817) 967-3179


### 27with acopy to: Telephone: (817) 963-2355

4333 Amon CarterBoulevard, 

### MD 5675 FortWotih, Texas76155 Attention: Corporate Secretary Phone: (817) 963-3598 Facsimile: (817)967-4313 

### Ifto Malaysian Airline System Berhad: 2"d Floor, Admin 3B, Complex 

### B Sultan Abdul AzizShah Airport

with acopy to: Attention: SeniorVice President, International Affairs Phone: +603 7863 3101 Facsimile: +603 78424309

2"d Floor, Admin 

### 38,Complex

### B Sultan Abdul AzizShah Airpmi Attention: Group General Counsel Phone: +60 78404890 Facsimile: +603-78463818 {remainder· ofpage left intentionally blank)

28i



# I 1 i ; 

# l I ! IN WITNESS WHEREOF, the Parties have <;:aused thisAgreementtobeduly executed and delivered 

### bytheirproperand duly authoriZed officers, as ofthe Effective Date.

By: Name: Title:

By: Name: Title:**MALAYSI~**

### AIRLINE SYS;I'EM BERHAD

Attachments: Annex**A~**Definitions Annex B**~**CodesharedRoutes 

### AMERICAN**AIRLINES~** 

### INC.
By: Name: 

### Kurt Stache Title: Vice**President~** StrategicAlliances

Annex

## C- Mlrihmim StandardsofGround and In-Flight SerV'ices AnnexD-:Minimum S.tandardsForOperatingandDependability AnnexE- Financial Settlement · AnnexF- Governmental Approvals



### 29

### ANNEXA DEFINITIONS "AffectedParty"has the meaningassigned 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 ofthe management and policies ofsuch Person or entity, whetherthrough the ownership ofvoting securities, by contractorotherwise. "Agreement"has the meaningassigned in the preamble to this Agreement. "Airline Guides" means the printed and electronic data versions ofthe "Official Airline Guide", the "ABCWorld Airlines Guide", and ''lnnovata", andtheir respective successors. "Arnel'ican" has the meaning assigned in the preambleto this Agreement. "Applicable

### Law" means all applicable laws ofanyjurisdiction including securities laws, tax laws, tariff and trade laws, ordinances, judgments, decrees, injunctions, writs, and orders or like actions of any CompetentAuthority and the rules, regulations, orders orlike actions ofany CompetentAuthorityandthe interpretations, licenses, and permits ofany Competent Authority. "Assessment"hasthe meaning assigned to such tenn in Section 19.6. "ATPCO"means the Airline TariffPublishingCompany. "Authorized Affiliate" means with respectto American, (i) 

### American Eagle Airlines, Inc., (ii) Executive Airlines, Inc., (iii) any carrier operatingflights with American's code underthe name "American Eagle", and (iv) any air catTier operating flights with American's Code under the American Connection@ brand name, currentlyChautauquaAirlines, Inc., and with respectto MH, currently no othercan·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 orderto be closed. "Carrier Code Box" means (i)

### for paper tickets, the field containingthe 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 BorderProtection. "Code" means the two (2) character identifier assigned to a catTier by IATA for the purpose of exchanginginterline carTiermessages in accordance with AIRIMP procedures. "CodeshareCommission"has the meaningassigned to such term in Section 6.2. "Codeshared Flight"means a flight on which both Parties have placedtheirrespective Codes, as defined in Section 2.1 and Annex B.



### A-I"CodesharedRoutes"or "Routes" meansthe city-pair markets set out in Annex 

### B. "Codeshared Passenger" means a passengertravelingon aMarketingCarrierFlightCoupon. "Committee" has the meaning assignedto 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 ofarbitration, instrumentality, authority, agency, court, depattment, inspectorate, minister, minist1y, official or public or statutory person (whether autonomous ornot) havingjurisdiction overthis Agreementoreither Party. "Conditions ofCarriage" means those conditions ofcontracttariffs and rules ofcarriage ofa Patty that govem the transp01i ofpassengers traveling on tickets showing such Patty's Code in the Carrier Code Boxofthe flight coupon. "Confidential Information" means (a) all confidential or proprietary information ofa 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 ofthis Agreement and any reports, invoices or othercommunications between the Parties given in connection with the negotiation orperformance ofthis Agreement; and (c) excludes (i) information already in a Patty's possession prior to its disclosure bythe otherPatty; (ii) information obtained from a third Person or entitythat is not prohibited from transmitting such information to the receiving Patty as a result ofa contractual, legal or fiduciary obligation to the Pa1ty whose information is being disclosed; (iii) information that is orbecomes generally available to the public, other than as a result ofdisclosure by a Pa1ty in violation ofthis Agreement; or (iv) information that has been or is independently acquired ordeveloped by a Party, or its Affiliate, without violating any ofits obligations underthis Agreement. "Courts"has themeaningassigned to suchtenn in Section22.5. "CRS" means a computerized reservations system owned oroperated byany entity, including eitherParty to this Agreement, that contains information about commercial airline schedules, fares, car·go rates, passenger and cargo tariffrules 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 ofthe Indemnified Party, such as employee salaries and the costs ofcooperating in the investigation, prepar·ation or defense ofclaims) underthe laws ofanyjurisdiction (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 postjudgment 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. "DisclosingParty" has themeaning assigned to such

### te1m in Section 25.1.

A-2

# i



# I I

l 

### "Dispute" means any controversy, dispute, difference, disagreement orclaim between the Parties arising under or relating to this Agreement, including any question concerning the validity, termination, interpretation, performance, operation, enforcementorbreach ofthis Agreement. "EffectiveDate"has the meaning assigned to such term in Section 16.1. "Europe-Asia"means the Codeshared Routes listed in Annex Bunder suchheading. "ExcusableDelay"has the meaning assigned to such term in Section 21. "FrequentFlyerParticipatingCarderAgreements"means the agreements, fi·om time to time, between the Patiiesrelatingtothe participation ofone Party in the otherParty'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 ofCompetent Authorities that are reasonably required (in the opinion ofeither Patiy) for the operation ofthe Codeshared Flights. "lATA"means the International AirTransportAssociation. "lATA Clearing House" means the clearing house established by fATA to administer and implement revenue settlementby referenceto the Revenue Accounting Manual published by IATA. "lATAPMP"has the meaning assigned in Section 6.2(a). "ImplementationDate" [means the date ofthefirst codeshareservice operated underthis Agreement]. "InadmissiblePassengers"has the meaningdefined in lATA Resolution 701, as modified, supplemented or amended from time to time. "IndemnificationNotice"has the meaning assigned to suchterm in Section 17.3. "IndemnifiedParty"has the meaning assigned to such term in Section 17.3. "IndemnifyingParty"has the meaningassignedto suchterm 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 IAT A Passenger Services Conference Resolutions 780b and 780d or as agreed between the respective can·iers. "InterlineTrafficAgreement" or "ITA"means that certain Interline Traffic Agreement entered into by the Parties, as may be amended, supplemented ormodified from time to time. ''IOSA,hasthemeaning assigned to such term in Section 3.l(c). "Licensed Trademark"has the meaning assigned to such term in Section 13.3. "LoungeAccess Agreement"means the agreement, ifany, between the Parties relating to the access to a Party'sairport lounges by the otherParty'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 ofa flight coupon for a CodesharedFlight butwhich is not the Operating Carrier. "Marketing CarrierFlight Coupon" means a flight coupon (electronic or paper) ofa 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 canierfield in the case ofan electronic ticket. "MarketingCarrierIndemnifiedParty"has the meaningassigned to such term in Section 17.1. "Marketing CarrierReviews" 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 thatcontains at leastone MarketingCarrierFlightCoupon. ;;Marketing Flight(s)" means a Codeshared Flight when displayed, sold, or referred to as a flight ofthe Marketing Carrier rather than a flight of the Operating Carrier, such as when using the Marketing Carrier'sname, designator Code and/orflight number. "MH"has the meaningassigned in the preamble to this Agreement. "Malaysia"means Malaysia. ;'Malaysia-Japan"meansthe Codeshared Routes listed in Annex Bunder such heading. "Mutual Emergency Assistance Agreement" means the agreement between the Parties relating to provision ofassistance by one Partyto the other Party in theeventofaircraftemergency. ';oneworldTM Alliance" means the globally branded multilateral airline alliance in which American pariicipates. ;<Operating Carrier" means the air carrier having operational control ofan aircraft used for a given Codeshared Flight. "Operating CarrierIndemnifiedParty"has the meaningassignedto 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 orMH, as applicable, is Affiliated or from whom it wet leases aircraft, as applicable. ''Party"or"Parties"means either orboth ofAmerican andMH, as thecontext requires. "Payee"hasthe meaningassigned 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,jointventure, association,joint stock company, trust, unincorporated organization or (except for the definition of"Affiliate" herein) government or any agency, authority orpolitical subdivision ofagovernment.


### A-4"Procedures Manual" means a detailed procedures manual prepared bythe Parties for implementingthe transactions contemplated by this Agreement. "Representatives" hasthe 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 ofan airline that contains information about flight schedules, fares, cargo rates, passenger and cargo tariffrules and seat availability ofthat airline and other carriers, and provides the abilityto make reservationsand issue tickets orairwaybills. "Rules" has the meaningassigned to such term in Section 22.4. "Special Prorate Agreement" means any bilateral agreement, fi·om time to time, between the Pariies relatingto the proration ofinterline revenue. "Taxes" means all taxes, assessments, fees, levies, imposts, duties, stamp taxes, documentary taxes or other charges ofa 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, butexcludingTicketTaxes, that maybe imposed byany Competent Authority. "Termination Date'' means 23:59 Coordinated Universal Standard Time on the date provided in the notice oftennination given in accordance with Section I6.1. "Ticketing Carrie1·"means a carrierwhosetraffic 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 ofissuing the ticket. Such payment is a percentage, agreed upon bilaterally bythePa1iies, ofthe proratedvalue billed bythecanierthatlifted the ticket. "TicketTaxes" means any transactional taxes orpassenger 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 (orwhich air carriers ortheir agents arerequired to collect from passengers) by any authority in any country, orpolitical subdivision thereofor public authority operating therein (including, without limitation any national, federal, state, provincial, territorial, local, municipal, potiorairportauthority) orwhich are levied upon passengers byoperation ofApplicable 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" meansthe Codeshared Routes listed in Annex B undersuch heading. "Trans-Pacific" means the Codeshared Routes listed in Annex B under such heading. "US$"or"$"or "Dollars"means !awful curwncyofthe United States ofAmerica. "U.S."or "United States" meansthefifty statesofthe United States ofAmerica, the DistrictofColwnbia and the Commonwealth ofPuetto Rico.

A-5ANNEXB CODESHARED ROUTES 

### ThePatties shall mutually designate cettain flights servingthe Codeshared Routes shown below on which the Patties shall place their respective Codes. The implementation date for each Codeshared Route shall occuron adate to be mutually agreed by the Parties, subjectto 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 laterthan 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: 

### BetweenTokyo (NRT) and: Chicago (ORD) Dallas/Fort-Wotth (DFW) LosAngeles (LAX)

Trans-Atlantic: 

### Between London (LHR), Paris (CDG) andFrankfmt (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), NewYork (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) FortLauderdale (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) NewYork-JFK (JFK) Newark (EWR) Oklahoma City(OKC) Orlando (MCO) Phoenix (PHX) Portland (PDX) Reno (RNO) Sacramento (SMF) SaltLake City (SLC) San Diego (SAN) San Francisco (SFO) SanJose (SJC) San Juan (SJU) Santa Barbara (SBA) SantaFe (SAF) Seattle/Tacoma (SEA) St. Louis (STL) Tucson (TUS) Washington-Dulles (fAD) Washington-Reagan (DCA)


### Domestic Malaysia: Between KualaLumpur(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 KualaLumpur (KUL) and: Bangkok(BKK) BandarSetiBegawan (BWN) Jakarta (CGK) DenpasarBali(DPS) Hanoi(HAN) Hong Kong (HKG) Phtiket (HKT) 

### Philbin Penh (PNH) SiemReap (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 MalaysiaANNEXC MINIMUM STANDARDS OF GROUND AND IN-FLIGHTSERVICES 

### 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 ProceduresManual. 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 duringthe term ofthe contract, to monitorcustomer 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 statisticallyequal to that ofthe highercarrier. 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 categoriesthatrequire improvementbythe carTier(s). The Parties agree thatthe number ofCodeshared Passenger complaints received bythe MarketingCatTier 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 perone thousand (I,000) passengers boarded for any halfyearperiod, the Operating Carrier agrees to taketheappropriate corrective actions, upon notification by the Marketing Carrier. The Operating Carrier agrees to review passenger and baggage mishandling complaints and further, the Operating CarTieragreesto take the appropriate corrective actions. Ifthe Operating Carrier fails to meetthe 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). Ifthe affected Codeshared Flights are not brought back into compliance with this Annex C within ninety (90) days following the removal ofthe 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) pursuantto 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 implementthe automation ofthe following systems to suppottthe Codeshared Flights: Automated Reservation (PNR) Exchange

- The Operating Carrier will accept automatically Codeshared PassengerPNRs and Special Service Request (SSR) items from the MarketingCarrier'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 OperatingCarrier'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 computersystem. Airport Check-in

- Automation must exist between the Patties so that transiting passengers will not need to recheck-in at the transitcity. Codeshared Passengers will check-in at the applicable origin station and be provided boarding passes for all segments ofsuch 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 PassengerReconciliation 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 shallmutually agree onthe placement ofsuch signs, subjectto the approval ofthe relevant airpOit authority orother lessors. The Operating Carrier will be responsible for the cost and expense associated with developing and installingthe appropriate signs at airp01ts served by the Codeshared Flights. Each Pmty shall make commercially reasonable efforts to depmt from or arrive atthe same terminal at airports served by Codeshared Flights.
GATEAND 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 ofCodeshared Passengers on the Codeshared Flights.
All costs, fines, and penalties incurred with a refusal bythe immigration (orequivalent) authorities ofa countryto pennit entryofany Codeshared Passengers ata destination point, shall be bome by the OperatingCarrierthat deliversthe passenger onthe intemational segmentofthe itinerary.
C-2

### ANNEXD MINIMUM STANDARDS FOR OPERATING AND DEPENDABILITY The OperatingCarrier shall adhereto the following operation completion and dependability standards for each Codeshared Flight. Each Codeshared Flight shall have an operating completion rate ofninety-five percent (95%) and an arrival rate of sixty percent (60%) within thirty (30) minutes ofthe scheduled arrival time, as measured on an average basis every six (6) months duringtheterm ofthis Agreement. The Operating Carrier shall measure the performance ofthe Codeshared Flights that it operates and provide such data to the Marketing Carrier. The Marketing Carrier shall be entitled to review and, ifappropriate, dispute the accuracyofthe OperatingCarrier'sdata. Ifthe Operating Carrier fails to meetthe standards established by this Annex D with respect to any citypair market served by the Codeshared Flights, the MarketingCarrier 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. Ifthe affected Codeshared Flight is not brought back into compliance with this Annex D at 

### the end ofthe 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-pairmarketpursuantto Section I6. 1.

D-1 

# JCodeshare 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 eitherAmerican orMH 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) ofMarketing Carrier Flight Coupons originally ticketed or reissued (voluntaty or involuntary) by either American or MH by the applicable Codeshare Commission percentage, which for purposes ofthis Agreement, is detailed in the table below.

FirstClass Fare Business Class Fare EconomyClassNormal Fare (as defined in Annex A) OtherEconomy Class Fare (i.e., nota Normal Fare) Codeshare Commission 

## REDACTED

The Codeshare Commission may be renegotiated by and between the Pa1ties at any time by mutual written consentofthe Pmties.


### REDACTED

E-l 

# J.ANNEXF GOVERNMENTALAPPROVALS
American shall secure and maintainthe following governmental approvals:
1. Economic authority (including Statement ofAuthorization under 

### 14 CFR, Part 

### 2I

### 2) from the United States Depa1tmentofTransportation ("DOT") to codeshare with MH overthe 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 ofAuthorization under 14 CFR, Pa1t 

### 212) to codeshare withAmerican.

F-1

### Exhibit2 

### Page 1

### ofl



## MALAYSIANAIRLINES CODESHARE ROUTES OPERATEDBYAMERICANEAGLEAIRLINES DomesticUS: Chicago (ORD) to: 

### Albuquerque (ABQ) Atlanta (ATL) Detroit (DTW) El Paso (ELP) Nashville (BNA) Houston-Intercontinental (IAH) Newark(EWR) Oklahoma City(OKC) SaltLake City (SLC) Austin (AUS) Denver (DEN) Washington-Reagan (DCA)

DallasFort-Worth (DFW) to 

### SantaFe (SAF)
Los Angeles (LAX) to: 

### Albuquerque (ABQ) ElPaso (ELP) Fresno (FAT) Houston-Intercontinental (IAH) Oklahoma City (OKC) SanDiego (SAN) SanJose (SJC) Denver(DEN) SaltLake City (SLC)
Miami (MIA) to 

### Atlanta(ATL) Nashville (BNA)
NewYork(JFK) to: 

### Nashville (BNA) Washington-Reagan (DCA) Raleigh-Durham (RDU): 

### NewYork-JFK (JFK) Washington-Reagan (DCA) Chicago-O'Hare (ORD) AmericanEagle AmericanEagle AmericanEagle AmericanEagle AmericanEagle AmericanEagle AmericanEagle AmericanEagle AmericanEagle American andAmericanEagle AmericanandAmericanEagle AmericanandAmericanEagle

AmericanEagle

AmericanEagle AmericanEagle AmericanEagle AmericanEagle AmericanEagle AmericanEagle AmericanEagle American andAmericanEagle American andAmericanEagle

American andAmericanEagle AmericanandAmericanEagle

AmericanEagle AmericanEagle

AmericanEagle AmericanEagle AmericanandAmericanEagle

### Cambodia
Hong Kong
Vietnam 

## EVIDENCE OF TIDRD COUNTRY CODESHARE FORNON OPEN SKIESPOINTS

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 JLflights via NRT) 

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