BEFORE THE

DEPARTMENT OF TRANSPORTATION

WASHINGTON, D. C.

-----------------------------------------------

Joint Application of :

 :

AMERICAN AIRLINES, INC. :

 and : DOT-OST-2011-

HAINAN AIRLINES CO., LIMITED :

 :

under l4 CFR Part 2l2 for statements of :

of authorization and under 49 USC 40109 :

for related exemption authority (reciprocal :

codesharing) :

-----------------------------------------------

JOINT APPLICATION OF AMERICAN AIRLINES, INC. 

AND HAINAN AIRLINES CO., LIMITED

Communications with respect to this document should be sent to:

For Hainan Airlines: For American Airlines:

Joel M. Chusid Virasb Vahidi

General Manager, North America Senior Vice President -

Hainan Airlines Co., Limited Marketing and Planning and

18000 International Blvd. Chief Commercial Officer

Suite 1188 American Airlines, Inc.

Seattle, WA 98188 P.O. Box 619616, MD 5634

joel@hnair.com DFW Airport, Texas 75261

Josh Romanow William K. Ris, Jr.

Pillsbury Winthrop Shaw Senior Vice President -

Pittman LLP Government Affairs

2300 N Street, N.W. American Airlines, Inc.

Washington, D.C. 20037 1101 17th Street, N.W.

(202) 663-8000 Suite 600

romanow@pillsburylaw.com Washington, D.C. 20036
Kenji C. Hashimoto

Vice President – Strategic

Alliances

American Airlines, Inc.

P.O. Box 619616, MD 5634

DFW Airport, Texas 75261

Robert A. Wirick

Director, Regulatory Affairs

American Airlines, Inc.

P.O. Box 619616, MD 5635

DFW Airport, Texas 75261

(817) 963-0394

robert.wirick@aa.com

Carl B. Nelson

Associate General Counsel

American Airlines, Inc.

1101 17th Street, N.W.

Suite 600

Washington, D.C. 20036

(202) 496-5647

carl.nelson@aa.com

December 8, 2011

NOTICE: The Applicants will poll for non-objections and advise

 the Department of the results
BEFORE THE 

 DEPARTMENT OF TRANSPORTATION 

 WASHINGTON, D. C. 

----------------------------------------------- 

Joint Application of : 

 : 

 AMERICAN AIRLINES, INC. : 

 and : DOT-OST-2011- 

 HAINAN AIRLINES CO., LIMITED : 

 : 

under l4 CFR Part 2l2 for statements of : 

of authorization and under 49 USC 40109 : 

for related exemption authority (reciprocal : 

codesharing) : 

----------------------------------------------- 

JOINT APPLICATION OF AMERICAN AIRLINES, INC. 

AND HAINAN AIRLINES CO., LIMITED 

 

 American Airlines, Inc. (and its affiliates American 

Eagle Airlines, Inc. and Executive Airlines, Inc. d/b/a American Eagle) and Hainan Airlines Co., Limited, a carrier of the 

People’s Republic of China, hereby jointly apply under 14 CFR 

Part 212 for statements of authorization and under 49 USC 40109 

for related exemption authority to engage in reciprocal codesharing (AA* on Hainan-operated flights and HU* on Americanoperated flights). 

 The American/Hainan codeshare agreement, which provides 

notice of the parties’ initial codeshare service in Appendix A, 

is attached. We plan to implement codeshare service as soon as 

we have secured required governmental licenses. We will poll 

the carrier parties on our service list for non-objections. 
 - 2 - 

 American and Hainan are seeking the following specific 

authority. 

 (1) Hainan requests a statement of authorization to 

display the AA* designator code in conjunction with foreign air 

transportation of persons, property, and mail on flights 

operated by Hainan between the U.S. and China (currently 

Seattle-Beijing) and on flights operated by Hainan within China 

beyond American’s Beijing and Shanghai gateways. 

 (2) American requests related exemption authority to 

codeshare between Seattle and Beijing and to any point in 

China, as authorized by the U.S.-China Agreement Relating to 

Civil Air Transport, as amended by Article 5 of the U.S.-China 

Protocol signed on July 23, 2004. American previously held 

blanket exemption authority granted in DOT-OST-2005-23473 to 

codeshare to any point in China with China Eastern Airlines. 

That authority lapsed upon termination of the American/China 

Eastern relationship effective May 31, 2011. 

 (3) American requests a statement of authorization to 

display the HU* designator code in conjunction with foreign air 

transportation of persons, property, and mail on flights 

operated by American between the U.S. and China (currently 

Chicago-Beijing, Chicago-Shanghai, and Los Angeles-Shanghai) 

and on flights operated by American within the U.S. beyond 

Hainan’s Seattle gateway. 
- 3 -

 (4) Hainan requests related exemption authority to 

serve any point in the U.S. on a codeshare basis with American,

as authorized by the U.S.-China Agreement Relating to Civil Air

Transport, as amended by Article 5 of the U.S.-China Protocol 

signed on July 23, 2004. 

 American was initially designated to serve China in 2005

following the award of Chicago-Beijing certificate authority 

(Route 826) in the 2005/2006 U.S.-China Air Services Case and 

Designations, DOT-OST-2004-l9077, Order 2005-3-40, April 1, 

2005. American received Chicago-Shanghai certificate authority

(amended Route 826) in the 2007/2008/2009 U.S.-China Air 

Services and Frequency Allocation Proceeding, DOT-OST-2007-

28567, Order 2007-12-26, December 26, 2007. American received 

Los Angeles-Shanghai exemption authority in DOT-OST-2010-0245 

issued on October 7, 2010.

 Hainan Airlines holds a foreign air carrier permit 

authorizing scheduled air transportation of persons, property, 

and mail between (1) Beijing, People’s Republic of China and 

Seattle, Washington and (2) Beijing, People’s Republic of China

and Honolulu, Hawaii, as well as charter foreign air transportation between a point or points in China and a point or points

in the United States. See Order 2009-12-10, December 15, 2009 

(DOT-OST-0066).
 - 4 - 

 The requested authority is consistent with the U.S.-

China Agreement Relating to Civil Air Transport, as amended, 

and with the public interest. See Statement of United States 

International Air Transportation Policy, 60 Fed. Reg. 21841, 

May 3, 1995. The services contemplated by American and Hainan 

will provide a more efficient use of capacity in the marketplace, and will help maximize the range of service options 

available to the public. 

 The requested authority is also consistent with U.S.-

China codeshare authorizations granted to other carriers, 

including United/Air China (DOT-OST-2003-16213), Delta/China 

Southern (DOT-OST-2001-9314), and Delta/China Eastern (DOT-OST2011-0065). American and Hainan are seeking comparable 

authorizations here. 

 American and Hainan accept the Department's standard 

condition on third-country services. See, for example, American/Pluna, DOT-OST-2011-0196, November 8, 2011, Appendix A, 

condition (e). American and Hainan will notify the Department 

no later than 30 days before commencing additional codeshare 

service not identified in the attached Codeshare Agreement 

(Appendix A). American and Hainan will fully comply with 14 

CFR Part 257. 
 - 5 - 

 In response to the Department's letter of June l, l995 

to participants in the Civil Reserve Air Fleet Program, American states that its codeshare arrangement with Hainan will have 

no impact on American's CRAF commitments. 

 American will separately submit to the FAA a compliance statement on Hainan’s IOSA codeshare safety audit. 

The FAA has rated China a Category 1 country. 

 American and Hainan request expedited consideration of 

this joint application so that the initial phase of their 

codeshare service may be implemented as soon as we obtain all 

required governmental approvals. We will poll the carrier 

parties named on the attached service list for non-objections 

and will advise the Department of the results. 

 Respectfully submitted, 

 

 

Josh Romanow Carl B. Nelson 

Pillsbury Winthrop Shaw Associate General Counsel 

Pittman LLC American Airlines, Inc. 

Counsel for Hainan Airlines 

Co., Limited 

December 8, 2011 

 
Hainan~American CSA Final

CODESHARE AGREEMENT

between

AMERICAN AIRLINES, INC.

and

HAINAN AIRLINES COMPANY LIMITED
Hainan~American CSA Final (Redacted) i

TABLE OF CONTENTS

1. DEFINITIONS.................................................................................................................................1

2. CODESHARE SERVICE................................................................................................................1

3. IMPLEMENTATION AND EXPENSES .......................................................................................4

4. INVENTORY CONTROL AND PROCEDURES..........................................................................5

5. MARKETING AND PRODUCT DISPLAY ..................................................................................6

6. TRAFFIC DOCUMENT ISSUANCE AND FINANCIAL SETTLEMENT ..................................7

7. FACILITIES ....................................................................................................................................8

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

9. SECURITY......................................................................................................................................9

10. SAFETY AND MAINTENANCE ..................................................................................................9

11. FREE AND REDUCED RATE TRANSPORTATION ................................................................10

12. OTHER MARKETING PROGRAMS ..........................................................................................10

13. TRADEMARKS AND CORPORATE IDENTIFICATION.........................................................10

14. REPRESENTATIONS AND WARRANTIES..............................................................................11

15. GOVERNMENTAL APPROVALS..............................................................................................12

16. TERM ............................................................................................................................................13

17. INDEMNIFICATION....................................................................................................................15

18. INSURANCE.................................................................................................................................18

19. TAXES...........................................................................................................................................19

20. JOINT MANAGEMENT COMMITTEE......................................................................................21

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

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

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

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

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

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

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

28. EXCLUSIVITY.............................................................................................................................25

29. FURTHER ASSURANCES ..........................................................................................................26

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

31. NOTICES.......................................................................................................................................28
Hainan~American CSA Final (Redacted) 1

CODESHARE AGREEMENT

This CODESHARE AGREEMENT (this “Agreement”), dated as of November 17, 2011, is

between American Airlines, Inc., a corporation organized under the laws of the State of 

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

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

and Hainan Airlines Company Limited, a corporation organized under the laws of the 

People's Republic of China, having its principal office at Building A, B-2, East 3rd Ring 

Road North Road, Chaoyang District, Beijing, China 100027 (“Hainan”).

In consideration of the mutual covenants and promises in this Agreement, American and Hainan hereby 

agree as follows:

1. DEFINITIONS

1.1 Terms with their initial letters capitalized shall have the meanings ascribed to them in 

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

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

and plural forms of such terms. American and Hainan may each be referred to as a 

“Party” and may collectively be referred to as the “Parties”. 

1.2 The Parties agree that accepted industry procedures and agreements relating to the 

interlining of passengers and baggage, including those set forth in IATA Resolution 780 

Interline Traffic Agreement – Passenger for all international carriage shall apply to the 

provision of air transport and the related transactions contemplated by this Agreement, 

except to the extent that they are inconsistent or conflict with the terms of this 

Agreement.

2. CODESHARE SERVICE

2.1 The Parties shall mutually designate certain flights on which the Parties shall place their 

respective Codes (each, a “Codeshared Flight”), which may include flights operated by 

their Authorized Affiliates and Authorized Wet Lessors, serving the city-pairs (each citypair, a “Codeshared Route”) identified in writing by the Parties from time to time 

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

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

codeshare is attached hereto as Annex B. 

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

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

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

between the Parties from time to time, shall be incorporated by reference into and made a 

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

in the event of a conflict between a provision of this Agreement and any provision of the 

Procedures Manual.
Hainan~American CSA Final (Redacted) 2

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

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

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

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

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

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

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

2.4 The Parties shall use commercially reasonable efforts 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 

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

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

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

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

minimum standards set forth in Annex D.

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

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

discontinue Codeshared Flights without formally amending this Agreement. The Parties 

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

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

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

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

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

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

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

of airline schedule information. 

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

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

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

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

and procedures to avoid any discrimination against a Codeshared Passenger;

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

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

and/or pay denied boarding compensation or otherwise compensate Codeshared 

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

provisions of the Procedures Manual and Applicable Law; and

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

2.7 The Conditions of Carriage of the Marketing Carrier, including its limits of liability to 

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

of Carriage of the Operating Carrier, including its limits of liability to passengers, shall 

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

Operating Carrier. The respective Conditions of Carriage of the Parties shall be notified 

to the passengers to the extent and in the manner required by Applicable Law, rules and 
Hainan~American CSA Final (Redacted) 3

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

each other with respect to passenger claims shall be governed by Sections 17 and 18.

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

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

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

operating certificate of an Authorized Affiliate or Authorized Wet Lessor. 

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

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

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

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

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

within 36 hours of scheduled departure, the Marketing Carrier shall be deemed to 

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

Marketing Carrier may thereupon continue to notify Codeshared Passengers of 

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

but the Operating Carrier shall take primary responsibility for notifying all 

Codeshared Passengers still booked under the Marketing Carrier Code of the 

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

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

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

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

cost and expense re-accommodate the Codeshared Passenger unless the 

passenger seeks a refund in which event the Marketing Carrier shall be 

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

of carriage and Applicable Law.

2.9 Notwithstanding anything in this Agreement to the contrary the Operating Carrier may, 

at its sole discretion, operate any or all of the Codeshared Flights with aircraft operated 

under the operating certificate of a third party carrier (an “Authorized Wet Lessor”) and 

wetleased by such Authorized Wet Lessor to the Operating Carrier for the purpose of 

operating such Codeshared Flights (such Codeshared Flights hereafter to be referred to as 

“Wetleased Codeshared Flights”); provided, however, that (i) prior to operating any 

such Wetleased Codeshared Flights any Authorized Wet Lessor shall be approved by the 

Marketing Carrier in writing, which approval may be withheld in the Marketing Carrier’s 

sole discretion, (ii) the Operating Carrier and such Authorized Wet Lessor shall comply 

with all Applicable Law with respect to such Wetleased Codeshared Flights, (iii) the 

applicability of this Section 2.9 shall be subject to the Parties receiving all Governmental 

Approvals with regard to such Wetleased Codeshared Flights and to a successful 

completion of the IATA Operational Safety Audit (IOSA) registration by such 

Authorized Wet Lessor, (iv) the Marketing Carrier may withdraw any approval as 

provided in Section 2.9(i) at any time in its sole discretion, and (v) such Wetleased 

Codeshared Flights (if any) shall be subject to all of the terms and conditions of this 

Agreement as if they are operated with aircraft operated under the operating certificate of 

the Operating Carrier itself. Notwithstanding anything herein to the contrary, (x) in the 

event the Authorized Wet Lessor does not successfully complete the IOSA registration or 

after initial successful completion of the IOSA registration at any time during the term of 

this Agreement does not maintain the IOSA registration or does not successfully 

complete any follow-up audits as required by the IOSA rules and regulations (as they are 

in force from time to time), the Marketing Carrier shall have the right, at the sole cost of 
Hainan~American CSA Final (Redacted) 4

the Operating Carrier, to conduct a reasonable safety and/or service review of the 

Authorized Wet Lessor’s operations, manuals, and procedures reasonably related to the 

Wetleased Codeshared Flights (the “Authorized Wet Lessor Reviews”), at such 

intervals as the Marketing Carrier shall reasonably request; and (y) nothing in this 

Section 2.9 shall prevent the Marketing Carrier from, at its sole discretion and at its sole 

cost and expense, performing additional safety audits of such Authorized Wet Lessor and 

the aircraft to be used for the operation of such Wetleased Codeshared Flights and the 

Operating Carrier shall use reasonable efforts to cause the Authorized Wet Lessor to 

agree to such additional safety audits; provided, however, that such Marketing Carrier 

Reviews and additional safety audits shall be performed at reasonable times and within a 

reasonable timeframe and without interrupting the Authorized Wet Lessor’s operations.

3. IMPLEMENTATION AND EXPENSES

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

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

Assistance Agreement, in form and substance satisfactory to American and 

Hainan; 

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

(c) successful completion by Hainan of the IATA Operational Safety Audit (IOSA) 

registration; and

(d) successful implementation and testing of codeshare (EDIFACT) and passenger 

processing automation.

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

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

otherwise agreed in writing between the Parties:

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

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

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

(b) roadside, exterior, check-in, concourse, gate and baggage service signage placed 

at airports and city ticket offices in locations served by the Codeshared Flights in 

order to facilitate travel on the Codeshared Flights.

3.3 Each Party shall retain all right, title and interest in systems, software, signage, 

equipment and facilities funded by it. Ownership of jointly funded items shall be 

determined by the Parties in advance of each specific project.
Hainan~American CSA Final (Redacted) 5

4. INVENTORY CONTROL AND PROCEDURES

4.1 The availability of Marketing Flights will be controlled by standard AVS (availability 

status) of the Operating Carrier. The Marketing Carrier will have access to the Operating 

Carrier’s local inventory class availability through an automated computerized interface, 

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

sale of seat inventory on the Codeshared Flights. Detailed procedures for implementing 

and maintaining seat inventory access are contained in the Procedures Manual.

4.2 The Parties will map inventory classes of the Marketing Carrier to inventory classes of 

the Operating Carrier for the Codeshared Flights, in accordance with the Procedures 

Manual. The Parties will endeavor to map the average coupon value of the Marketing 

Carrier’s inventory classes to comparable classes of the Operating Carrier to provide 

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

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

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

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

to provide equal inventory access to Codeshared Passengers in inventory classes where 

such passengers yield comparable revenues as the Operating Carrier’s passengers. 

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

Codeshared Flights as follows:

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

the Marketing Carrier for codeshare itineraries will match those of the Operating 

Carrier. 

(b) For Routes served by both Parties or their Affiliates, the fares and fare rules filed 

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

filed by the Operating Carrier. 

(c) For Routes where one Party, 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 will match the fares and fare rules filed by the Operating 

Carrier on the non-stop service.

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

own non-stop service, the Marketing Carrier will match either the fares and fare 

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

service.

(e) In the event of the Marketing Carrier’s breach of Sections 4.3(a), (b), (c) or (d), 

the Operating Carrier shall have the right, in its sole discretion, after one day’s 

prior written notice to the Marketing Carrier, to restrict or close the inventory 

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

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 Carrier from (i) initiating 

and operating its own service in any origin and destination city pair at any time; 
Hainan~American CSA Final (Redacted) 6

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

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

destination city pair.

4.4 Each Party shall establish fares and rates independently, subject to the provisions of the 

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

hand, and the governments of any country to which the Parties shall provide service 

pursuant to this Agreement, on the other hand. 

5. MARKETING AND PRODUCT DISPLAY

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

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

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

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

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

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

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

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

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

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

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

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

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

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

procedures to disclose the Operating Carrier and the appropriate departure and arrival 

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

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

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

airline schedule information using the Marketing Carrier’s Code. Any costs incurred for 

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

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

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

in its Reservations Systems.

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

local Codeshared Route, the Marketing Carrier shall file its standard schedule data for the 

Codeshared Flights on such Codeshared Route using the traffic restriction code “O” or 

“Y” (or any successor code), as appropriate, as defined in the IATA Standard Schedules 

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

Carrier’s Codeshared Flights on such local Codeshared Route(s) (i.e., the Marketing 

Carrier’s Codeshared Flights on such route will be limited to passengers connecting 

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

5.4 Unless otherwise agreed, all information and advertising materials produced with the aim 

of promoting the Codeshared Flights shall clearly identify both Parties. All joint 

advertising and promotion of the Codeshared Flights shall be subject to prior agreement 

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

based on prior agreement.
Hainan~American CSA Final (Redacted) 7

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

that only the Operating Carrier’s flight number shall be used in actual flight operations 

(e.g., air traffic control).

6. TRAFFIC DOCUMENT ISSUANCE AND FINANCIAL SETTLEMENT

6.1 Passenger traffic documents for use on the Codeshared Flights may be issued by either 

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

agreements.

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

the Operating Carrier, which is responsible for processing and billing of such documents 

as follows:

(a) The Operating Carrier shall bill uplifted coupons to the Ticketing Carrier using 

the normal interline settlement process of the IATA Clearing House. Subject to 

Section 6.2(b) and 6.2(c), Marketing Carrier Flight Coupons shall be treated for 

proration and billing purposes as if they showed the Operating Carrier’s 

designator Code in the Carrier Code Box of the Marketing Carrier Flight 

Coupons. Such Marketing Carrier Flight Coupons will be prorated and billed 

according to the Special Prorate Agreement between the Operating Carrier and 

the Ticketing Carrier, or, in the absence of an applicable Special Prorate 

Agreement, in accordance with the IATA Prorate Manual-Passenger 

(“IATA PMP”), as applicable.

(b) If the Operating Carrier does not have an interline traffic agreement with a 

Ticketing Carrier that issued a Marketing Carrier Ticket, and is unable to obtain 

satisfactory settlement, the Operating Carrier may bill such coupon to the 

Marketing Carrier as an exceptional item (i.e., via correspondence) and such 

coupons shall be valued for billing and proration purposes according to the IATA 

PMP. 

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

Carrier that issued a Marketing Carrier Ticket but is unable to obtain satisfactory 

settlement, the Marketing Carrier shall assist the Operating Carrier in settling 

such account but shall not be liable for any losses incurred due to an 

unsatisfactory settlement.

6.3 For Codeshared Flights, the Operating Carrier shall on a monthly basis determine the 

gross prorated value (as determined in accordance with Section 6.2(a)) of Marketing 

Carrier Flight Coupons uplifted by it during the previous month and calculate the 

commission (the “Codeshare Commission”) by multiplying such coupon values by the 

applicable commission percentages set forth in Annex E. The Operating Carrier shall 

credit the account of the Marketing Carrier for the aggregate Codeshare Commission 

through the IATA Clearing House. The Operating Carrier shall provide supporting data 

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

month (e.g., if the Operating Carrier were to issue an October 2012 clearance month 

credit to the Marketing Carrier on November 23, 2012, then supporting data should be 

provided to the Marketing Carrier by November 30, 2012). The Marketing Carrier shall 

be entitled to review and, if appropriate, dispute, via correspondence, the Operating 

Carrier’s calculation of the Codeshare Commission; provided, however, the Operating 
Hainan~American CSA Final (Redacted) 8

Carrier must receive note of such dispute within six (6) months from the relevant 

clearance month. Any resulting payments will be processed through the IATA Clearing 

House.

6.4 The Ticketing Carrier, whether it be the Marketing Carrier or the Operating Carrier, shall 

receive the Interline Service Charge and/or Ticket Handling Fee, as provided in the 

Interline Traffic Agreement. In the event the Ticketing Carrier is a third party, the 

Ticketing Carrier shall receive the Interline Service Charge and/or Ticket Handling Fee

as agreed between the Operating Carrier and such third party.

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

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

Marketing Carrier hereby waives endorsement requirements for the Operating Carrier 

with respect to all Marketing Carrier Flight Coupons, including: (i) all Marketing Carrier 

Flight Coupons for use on Codeshared Flights operated by Hainan between the United 

States and China, or within China, issued on American-AA (001) ticket stock, or on other 

ticket stock, but naming American in the Carrier Code Box, and (ii) all Marketing Carrier 

Flight Coupons for use on Codeshared Flights operated by American within the United 

States, or within the Americas (i.e., North America, South America, Central America and 

the Caribbean), issued on Hainan (HU-880) ticket stock, or on other ticket stock, but 

naming Hainan in the Carrier Code Box. Unless otherwise agreed in writing by the 

Parties, such waiver shall be effective thirty (30) days before the Implementation Date, 

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

Agreement to facilitate the reaccommodation of any Codeshared Passengers ticketed for 

travel after the Termination Date.

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

rectified by written correspondence or a meeting between the Parties.

6.7 In a sufficient amount of time before the Implementation Date, the Marketing Carrier will 

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

Flight numbers with ATPCO.

7. FACILITIES

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

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

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

the placement of such signs, subject to the approval of the relevant airport authority or other lessors.

8. TRAINING

8.1 Except as otherwise agreed, each Party 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.
Hainan~American CSA Final (Redacted) 9

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

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

any materials exchanged shall remain with the Party who originally developed such 

materials. 

9. SECURITY

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

obligations at all airports served by the Codeshared Flights.

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

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

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

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

the Marketing Carrier, with the understanding that safety and security are of the utmost 

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

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

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

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

Codeshared Passengers who are Inadmissible Passengers (as such term is defined in 

IATA Resolution 701, as modified, supplemented or amended from time to time) shall be 

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

10. SAFETY AND MAINTENANCE

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

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

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

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

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

Mutual Emergency Assistance Agreement in force between the Parties.

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

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

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

standards imposed by the relevant aeronautical authorities.

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

Operating Carrier’s operations of Codeshared Flights, and/or to conduct a reasonable 

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

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

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

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

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

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

under this Agreement. NOTWITHSTANDING THE FOREGOING, THE 

MARKETING CARRIER DOES NOT UNDERTAKE ANY RESPONSIBILITY OR 

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

OPERATIONS, NOR SHALL THE OPERATING CARRIER BE ENTITLED TO 
Hainan~American CSA Final (Redacted) 10

ASSERT ANY RESPONSIBILITY OR ASSUMPTION OF LIABILITY ON THE 

PART OF THE MARKETING CARRIER FOR THE OPERATING CARRIER’S 

OPERATIONS.

11. FREE AND REDUCED RATE TRANSPORTATION

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

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

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

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

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

Carrier’s expense.

12. OTHER MARKETING PROGRAMS

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

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

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

Passengers with access to the Operating Carrier’s airport lounge on the day of their 

departure pursuant to the Lounge Access Agreement to be negotiated by the Parties in 

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

under Hainan’s Code, access will be provided to Admirals Club® lounges on the day of 

their departure. Similarly, First and Business Class Codeshared Passengers traveling 

under American’s Code will have access to the Hainan lounges (and other premium class 

lounges that Hainan may currently have or hereafter develop) on the day of their 

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

access to be mutually negotiated between the Parties.

13. TRADEMARKS AND CORPORATE IDENTIFICATION

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

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

copyrights, corporate goodwill or other proprietary intellectual property, including 

without limitation the names “American Airlines, Inc.”, “American Airlines”, 

“American”, “American Eagle”, “AAdvantage”, “Hainan Airlines Company Limited”, 

“Hainan Airlines”, “Hainan”, or “Fortune Wings Club” in any marketing, advertising or 

promotional collateral, including without limitation credit card and telecom solicitations, 

except where each specific use has been approved in advance by the other Party. When 

such approval is granted, either Party shall comply with any and all conditions that the 

other Party may impose to protect the use of any of that Party’s names, logos, logotype, 

insignia, service marks, trademarks, trade names, copyrights, corporate goodwill or other 

proprietary intellectual property.

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

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

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

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

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

Agreement.
Hainan~American CSA Final (Redacted) 11

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

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

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

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

Hainan and American further acknowledges that any goodwill or other rights that arise as 

a result of the use by it of the other Party’s marks, as permitted under this Agreement, 

shall accrue solely to the benefit of the Party owning such marks, whether registered or 

not. Should any right, title or interest in the logos, trademarks, service marks or trade 

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

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

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

former Party without royalties or compensation of any kind. Each of Hainan and 

American hereby grants to the other, a non-exclusive, non-transferable, royalty-free 

license for the term of this Agreement to use their respective service marks (“Hainan 

Airlines” for Hainan and “American Airlines” for American, each a “Licensed 

Trademark”), subject to the terms and conditions set forth in this Section 13. This 

license is limited to the use of the Licensed Trademarks in connection with the 

advertising and promotion of the Codeshared Flights contemplated by this Agreement 

and the Frequent Flyer Participating Carrier Agreements. 

13.4 Each Party agrees to use the Licensed Trademarks only in a manner approved in advance 

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

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

reference a legend indicating that “Hainan Airlines is a service mark of Hainan Airlines 

Company Limited” or “American Airlines is a service mark of American Airlines, Inc.”, 

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

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

Trademarks in relation to air transportation services contemplated by this Agreement 

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

relevant Licensed Trademark. 

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

presentation of advertising and promotional materials using its Licensed Trademark.

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

the agreed promotional materials bearing the Licensed Trademarks.

14. REPRESENTATIONS AND WARRANTIES

14.1 Each of Hainan and American hereby represents and warrants to the other as follows:

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

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

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

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

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

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

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

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

legal, valid, and binding obligation, enforceable against it in accordance with its 
Hainan~American CSA Final (Redacted) 12

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

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

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

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

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

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

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

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

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

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

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

ability to perform this Agreement.

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

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

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

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

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

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

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

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

in this Agreement.

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

and delivery of this Agreement.

15. GOVERNMENTAL APPROVALS

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

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

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

and any other Governmental Approvals that may hereafter be identified.

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

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

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

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

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

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

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

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

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

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

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

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

written notice to the other Party.

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

or notices it receives from any Competent Authority with respect to the Codeshared 
Hainan~American CSA Final (Redacted) 13

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

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

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

16. TERM

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

Date”) and shall remain in effect for a term of REDACTED unless earlier terminated 

pursuant to Section 15 (Governmental Approval), Section 16.2 (Termination Events), 

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

Flights), Annex C (Ground/In-Flight Services)or Annex D (Operating and 

Dependability). Implementation of this Agreement shall be on the Implementation Date, 

subject to the Parties’ execution of the Mutual Emergency Assistance Agreement.

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

terminated as follows:

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

(b) at any time after the REDACTED Effective Date by either Party upon providing 

at least REDACTED prior written notice to the other Party, such notice to be 

served no earlier than the second (2nd) anniversary of the Effective Date;

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

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

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

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

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

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

describing the alleged breach with as much particularity as reasonably 

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

breaching Party corrects such breach within thirty (30) days following receipt of 

such notice. If such breach cannot be corrected within thirty (30) days following 

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

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

Party an additional period of time not to exceed thirty (30) days to correct the 

breach, provided that the breaching Party has taken action reasonably 

contemplated to correct such breach following receipt of the notice; 

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

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

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

non-breaching Party provides the breaching Party at least fifteen (15) days’ prior 

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

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

of such notice, correct such breach;

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

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

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

(iii) has suspended (as declared by a clearing house) its transactions with banks 
Hainan~American CSA Final (Redacted) 14

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

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

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

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

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

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

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

as defined in Section 21); 

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

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

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

shareholders of such Party immediately after the merger or consolidation (as 

measured on the day immediately prior to the effective date of such merger or 

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

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

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

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

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

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

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

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

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

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

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

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

events specified in this Section 16.2(f); or

(g) by either Party, upon written notice, effective upon the effective date of 

expiration or termination for any reason of the Slot Exchange Agreement and/or 

either or both of the Frequent Flyer Participating Carrier Agreements.

(h) Throughout the Term, either Party has the right to suspend performance of or 

terminate this Agreement immediately by giving written notice to the other Party 

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

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

or accident or received a serious threat that relates to any of that Party’s 

flights or to a Codeshared Flight or Codeshared Route; or

(ii) the other Party has received from any relevant Competent Authority 

notice that it has failed to comply with applicable safety or security 

requirements; or

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

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

Homeland Security (DHS), or the counterpart authorities in China, has 

ordered in writing or orally that the Marketing Carrier’s Code be 

removed from Codeshared Flights or Codeshared Routes operated by the 

Operating Carrier for any reason whatsoever; or
Hainan~American CSA Final (Redacted) 15

(iv) the civil aviation authority of China or the United States, as applicable, 

does not provide safety oversight of its air carrier operators in 

accordance with the minimum safety oversight standards established by 

the International Civil Aviation Organization (ICAO), which results in 

China receiving a rating of Category 2 from the Federal Aviation 

Administration (FAA), or the United States receiving an equivalent 

rating from counterpart authorities in China, respectively.

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

for the suspension no longer exists it shall notify the other Party and this 

Agreement will recommence within thirty (30) days after the date of notice under 

the same terms and conditions, or under amended terms and conditions in 

accordance with Section 30.1. A Party that suspends this Agreement pursuant to 

this Section may at any time during the suspension terminate this Agreement by 

giving notice in writing to the other Party. If this Agreement is suspended or 

terminated pursuant to this Section 16.2(g), Sections 16.3 through 16.4 shall 

apply.

16.3 Subject to Section 16.4, in the event of termination of this Agreement the Marketing 

Carrier shall, in its sole discretion, unless termination is pursuant to Section 16.2(f) or 

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

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

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

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

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

ordinary interline procedures but giving effect to the revenue settlement methodology 

provided for in Section 6 of this Agreement.

16.4 In the event that this Agreement is terminated by the Operating Carrier pursuant to 

Section 16.2(d) or 16.2(e), the Operating Carrier, in its sole discretion, may decline any 

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

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

other carriers or making other alternative arrangements.

17. INDEMNIFICATION

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

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

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

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

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

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

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

occurring in connection with) any of the following:

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

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

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

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

Damages arising out of the death of or injury to Codeshared Passengers traveling 
Hainan~American CSA Final (Redacted) 16

on Marketing Carrier Tickets irrespective of conditions or liability limits that 

apply or may purport to apply);

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

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

connection with such operations; 

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

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

Section 17.1(a) or (b) or Section 17.2(a) or (b);

(d) the Operating Carrier’s breach of any of its representations or warranties set forth 

in Section 14 of this Agreement; or 

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

Operating Carrier’s logos, trademarks, service marks or trade names.

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

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

Indemnified Party’s willful misconduct. THE OPERATING CARRIER 

UNDERSTANDS AND ACKNOWLEDGES THAT UNDER THE CIRCUMSTANCES 

ADDRESSED BY SECTIONS 17.1(a) AND 17.1(b), IT WILL BE REQUIRED TO 

INDEMNIFY A MARKETING CARRIER INDEMNIFIED PARTY AGAINST 

DAMAGES ARISING FROM SUCH MARKETING CARRIER INDEMNIFIED 

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

17.2 Subject to the indemnities provided in Section 17.1(a), and without prejudice to any other 

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

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

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

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

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

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

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

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

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

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

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

misconduct of the Marketing Carrier;

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

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

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

misconduct of the Marketing Carrier;

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

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

Section 17.1(a) or (b) or Section 17.2(a) or (b);
Hainan~American CSA Final (Redacted) 17

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

deliver and complete transportation documentation in accordance with the 

provisions of the standard IATA or other applicable ticketing procedures, 

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

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

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

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

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

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

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

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

Marketing Carrier under Section 17.1(a) if the Marketing Carrier had properly 

complied with all IATA ticketing procedures;

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

Section 14 of this Agreement; or

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

Marketing Carrier’s logos, trademarks, service marks or trade names.

17.3 A Party (the “Indemnified Party”) that believes it is entitled to indemnification from the 

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

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

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

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

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

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

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

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

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

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

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

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

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

matter, the Indemnifying Party’s liability hereunder shall be limited to the amount of any 

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

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

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

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

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

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

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

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

judgment with respect to a third-party claim to which the Indemnifying Party has an 

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

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

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

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

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

assume control of the defense of any claim from the Indemnifying Party at any time, and 
Hainan~American CSA Final (Redacted) 18

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

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

and expenses of the Indemnified Party (other than attorneys’ fees incurred in participating 

in the defense of such claim) incurred prior to the assumption of the defense of the claim 

by the Indemnified Party. 

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

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

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

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

or activity contemplated by this Agreement.

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

Termination Date or expiration of this Agreement.

18. INSURANCE

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

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

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

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

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

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

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

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

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

equivalent including premises, products, completed operations, and liquor law 

liability. This insurance must be primary without right of contribution from any 

insurance carried by the Marketing Carrier to the extent of the indemnity 

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

Marketing Carrier Indemnified Parties as additional insureds to the extent of the 

protections afforded the Marketing Carrier under the indemnity specified in 

Section 17.1, (ii) contain a severability of interest clause and a breach of 

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

Operating Carrier’s indemnification obligations under this Agreement to the full 

extent of the coverage provided by the Operating Carrier’s policy or policies, and 

(iv) contain a provision stating that the Operating Carrier’s policy or policies are 

automatically amended to comply with the laws and regulations of any local, 

federal, or other governmental authority having jurisdiction over aircraft operated 

by the Operating Carrier.

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

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

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

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

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

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

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

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

war and allied perils may be subject to an annual aggregate limit.
Hainan~American CSA Final (Redacted) 19

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

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

specified in Section 17.1.

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

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

statutory limits.

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

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

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

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

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

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

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

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

the policy providing such coverage.

19. TAXES

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

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

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

to this Agreement.

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

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

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

The Parties hereby agree as follows:

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

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

Codeshared Flights.

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

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

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

issue a debit invoice to the Ticketing Carrier through the IATA 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 interlineable Ticket Taxes.

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

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

the Operating Carrier or the Marketing Carrier in accordance with industry 

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

(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.
Hainan~American CSA Final (Redacted) 20

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

law from 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 shall notify the Operating Carrier within 

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

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

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

19.4 Both Parties acknowledge that the tax laws of the countries in which they may operate in 

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

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

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

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

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

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

the Payee:

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

given to the Payor by such taxation authority; and

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

authority the amounts withheld by Payor.

19.5 For U.S. income tax purposes, Hainan shall annually and timely furnish American, a 

valid, completed and duly executed U.S. Federal Form W-8BEN (Ownership, 

Exemption, or Reduced Rate Certificate) or such other forms as the U.S. Internal 

Revenue Service may require from time to time, so that American may report 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 Hainan. In the event the Payor 

is required to withhold taxes under the procedures of Section 19.4, the Payor shall 

provide to the Payee within thirty (30) days of such withholding a tax receipt and copies 

of any support for the payment as may be necessary to support a claim by the Payee of a 

foreign tax credit under Applicable Laws.

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

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

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

indirectly, the Party so notified shall inform the other Party in writing within ten (10) 

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

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

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

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

such Assessment in accordance with the procedures set forth in Section 17.
Hainan~American CSA Final (Redacted) 21

20. JOINT MANAGEMENT COMMITTEE

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

joint management committee (the “Committee”). American and Hainan will each 

designate two (2) management representatives to the Committee and each will have the 

right to replace its management designees at any time upon prior written notice to the 

other Party. The Committee will endeavor to meet annually (in person or by telephone) 

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

determines appropriate for the performance of its responsibilities or as reasonably 

requested by either Party. Each meeting will be conducted in accordance with an agenda 

to be determined as described below. Either Party may place an item on the agenda of 

any meeting of the Committee.

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

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

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

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

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

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

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

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

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

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

to develop, opportunities for expanding the scope of the relationship between the Parties 

and their respective Affiliates. Areas for further 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 Hainan and their respective Affiliates. The Committee will 

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

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

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

regulations governing competition between American and Hainan. 

21. FORCE MAJEURE

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

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

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

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

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

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

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

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

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

Agreement by giving the delayed Party at least thirty (30) days’ prior written notice.
Hainan~American CSA Final (Redacted) 22

22. GOVERNING LAW AND DISPUTE RESOLUTION

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

laws of the State of New York (without regard to its conflict of laws principles) including 

all matters of construction, validity and performance.

22.2 All disputes arising out of or in connection with this Agreement shall be finally settled 

under the Rules of Arbitration of the International Chamber of Commerce (the “Rules”) 

by a panel of arbitrators appointed in accordance with such Rules. The arbitration panel 

shall consist of three (3) arbitrators who are knowledgeable about the legal, marketing, 

and other business aspects of the airline industry, and fluent in the English language. The 

arbitration may be conducted by only one (1) arbitrator if Hainan and American agree in 

advance of the arbitration on a mutually acceptable individual. The arbitration 

proceedings shall take place in New York, New York, and shall be conducted in the 

English language.

22.3 Each Party irrevocably submits to the nonexclusive jurisdiction of the United States 

District Court for the Southern District of New York and of any State Court sitting in 

New York, for purposes of enforcing any arbitral award or for other legal proceedings 

arising out of this Agreement or any transactions contemplated in this Agreement. Each 

Party, to the fullest extent it may effectively do so under substantive governing law 

applicable to this Agreement, also irrevocably waives and agrees not to assert, by way of 

motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any 

such court and any objection that it may have as to venue or inconvenient forum in 

respect of claims or actions brought in such court.

22.4 Each Party irrevocably designates, appoints, authorizes and empowers as its agent for 

service of process the Secretary of State of the State of New York or C.T. Corporation 

System at its offices presently located at 111 Eighth Avenue, New York, NY 10011, to 

receive and acknowledge on behalf of such Party any process, notices, or other 

documents that may be served in any suit, action, or proceeding of the nature referred to 

in this Section 22 in any State or Federal court sitting in New York. Each Party has 

empowered the Secretary of State of the State of New York or C.T. Corporation System 

as its agent for service of process by the granting of power of attorney. Such designation 

and appointment will continue unless and until notice is given. Nothing in this 

Section 22 affects the right of any Party to serve process in any manner permitted by law, 

or limits any right that any Party may have to bring proceedings against the other Party in 

the courts of any jurisdiction or to enforce in any lawful manner a judgment obtained in 

one jurisdiction in any other jurisdiction.

22.5 Hainan and American each acknowledge that the transactions contemplated in this 

Agreement involve commercial activity carried on in the United States of America. To 

the extent that either Party or any of its property is or becomes entitled at any time to any 

immunity on the grounds of sovereignty or otherwise, including under the Foreign 

Sovereign Immunities Act of 1976 of the United States of America, from any legal 

action, suit, arbitration proceeding or other proceeding, from set-off or counterclaim, 

from the jurisdiction of any court of competent jurisdiction, from service of process, from 

attachment prior to judgment or after judgment, from attachment in aid of execution or 

levy or execution resulting from a decree or judgment, from judgment or from 

jurisdiction, that Party for itself and its property does hereby irrevocably and 

unconditionally waive all rights to, and agrees not to plead or claim any such immunity 
Hainan~American CSA Final (Redacted) 23

with respect to its obligations, liabilities or any other matter arising out of or in 

connection with this Agreement or its subject matter. The foregoing waiver and 

agreement is not subject to withdrawal in any jurisdiction.

23. COVENANT TO COMPLY WITH ALL LAWS

23.1 In performing its obligations under this Agreement, each Party shall, at its own cost and 

expense, fully comply with, and have all licenses under, all applicable federal, state, 

provincial and local laws, rules and regulations of the United States, China and all third 

countries, including rules and regulations promulgated by the U.S. National 

Transportation Safety Board, U.S. Department of Transportation, U.S. Federal Aviation 

Administration, the U.S. Department of Defense, the U.S. Department of Homeland 

Security and the counterpart agencies in China. Each Party further agrees to participate 

in (i) the Advance Passenger Information System (APIS) program whereby the Operating 

Carrier will, upon request, supply the U.S. Bureau of Customs and Border Protection 

(“CBP”) with the required passenger manifest data from its flight(s) inbound to and 

outbound from the United States at the time of departure; (ii) the U.S. Department of 

Homeland Security (“DHS”) Electronic System for Travel Authorization (“ESTA”), and 

(iii) the DHS Secure Flight program.

23.2 If either Party has notice that a provision of this Agreement is contrary to any Applicable 

Laws or governmental regulations, that Party shall immediately notify the other Party in 

writing, such notice to include a description of the perceived violation of regulation and 

supporting written materials that facilitate the other Party’s investigation of such 

perceived violation.

24. PUBLICITY

Except as required by Applicable Law, neither Party may issue any written press release concerning this 

Agreement without the prior written consent of the other Party, which consent shall not be unreasonably 

withheld or delayed.

25. CONFIDENTIALITY

25.1 Except as necessary to obtain any Government Approvals or as otherwise provided 

below, each Party shall, and shall ensure that its directors, officers, employees, Affiliates, 

and professional advisors (collectively, the “Representatives”), at all times, maintain 

strict confidence and secrecy in respect of all Confidential Information of the other Party 

(including its Affiliates) received directly or indirectly as a result of this Agreement. If a 

Party (the “Disclosing Party”) is requested to disclose any Confidential Information of 

the other Party (the “Affected Party”) under the terms of a subpoena or order issued by a 

court or governmental body, it shall (a) notify the Affected Party immediately of the 

existence, terms, and circumstances surrounding such request, (b) consult with the 

Affected Party on the advisability of taking legally available steps to resist or narrow 

such request, and (c) if any disclosure of Confidential Information is required to prevent 

the Disclosing Party from being held in contempt or subject to other legal penalty, furnish 

only such portion of the Confidential Information as it is legally compelled to disclose 

and use commercially reasonable efforts to obtain an order or other reliable assurance 

that confidential treatment shall be accorded to the disclosed Confidential Information. 

Each Party agrees to transmit Confidential Information only to such of its Representatives 

as required for the purpose of implementing and administering this Agreement, and shall 
Hainan~American CSA Final (Redacted) 24

inform such Representatives of the confidential nature of the Confidential Information 

and instruct such Representatives to treat such Confidential Information in a manner 

consistent with this Section 25.1.

25.2 Within ninety (90) days after the termination of this Agreement, each Party shall, either 

deliver to the other Party or destroy all copies of the other Party’s Confidential 

Information in its possession or the possession of any of its Representatives (including, 

without limitation, any reports, memoranda or other materials prepared by such Party or 

at its direction) and purge all copies encoded or stored on magnetic or other electronic 

media or processors, unless and only to the extent that the Confidential Information is 

necessary for the continued administration and operation of such Party’s programs or is 

reasonably necessary in connection with the resolution of any dispute between the 

Parties.

25.3 Each Party acknowledges and agrees that in the event of any breach of this Section 25, 

the Affected Party shall be irreparably and immediately harmed and could not be made 

whole by monetary Damages. Accordingly, it is agreed that, in addition to any other 

remedy at law or in equity, the Affected Party shall be entitled to an injunction or 

injunctions (without the posting of any bond and without proof of actual Damages) to 

prevent breaches or threatened breaches of this Section 25 and/or to compel specific 

performance of this Section 25.

25.4 The confidentiality obligations of the Parties under this Section 25 shall survive the 

Termination Date or expiration of this Agreement for a period of five (5) years.

26. ASSIGNMENT

Neither Party may assign or otherwise convey any of its rights under this Agreement, or delegate or 

subcontract any of its duties hereunder, without the prior written consent of the other Party; provided 

however, that each of American and Hainan may assign, subcontract or delegate any of its rights, duties 

or obligations under this Agreement to any of its Affiliates provided that such assignment and/or 

delegation shall not relieve American or Hainan of any of its obligations under this Agreement. 

27. SEVERABILITY

If any provision of this Agreement is or becomes illegal, invalid or unenforceable under the law of any 

jurisdiction, such provision shall be severed from this Agreement in the jurisdiction in question and shall 

not affect the legality, validity or enforceability of the remaining provisions of this Agreement nor the 

legality, validity or the enforceability of such provision under the law of any other jurisdiction; unless, in 

the reasonable opinion of either Party, any such severance affects the commercial basis of this 

Agreement, in which case the Party shall so inform the other Party and the Parties shall negotiate in good 

faith to agree upon modification of this Agreement so as to maintain the balance of the commercial 

interests of the Parties. If, however, such negotiations are not successfully concluded within ninety (90) 

days from the date a Party has informed the other that the commercial basis has been affected, either Party 

may terminate this Agreement by giving at least thirty (30) days’ prior written notice to the other Party.
Hainan~American CSA Final (Redacted) 25

28. EXCLUSIVITY

28.1 This Agreement is non-exclusive and does not preclude either Party from entering into or 

maintaining marketing relationships, including codesharing, with other airlines, except 

that:

(a) During the term of this Agreement, Hainan shall not, and shall cause its Affiliates 

not to:

(i) place the Hainan Code or any Affiliate’s Code, on any flight operated by 

any air carrier domiciled in the United States, other than American and 

its Affiliates, without American’s prior written consent; or

(ii) permit any air carrier domiciled in the United States, other than 

American and its Affiliates, to place its Code on any flight operated by 

Hainan or any Affiliate of Hainan, without American’s prior written 

consent; or

(iii) place the Hainan Code or any Affiliate’s Code, on any flight to, from, 

via, or within the United States, other than flights operated by Hainan 

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 

by Hainan or any Affiliate of Hainan, without American’s prior written 

consent.

(b) During the term of this Agreement, American shall not, and shall cause its 

Affiliates not to:

(i) place the AA Code or any Affiliate’s Code on any flight operated by any 

air carrier domiciled in China, other than Hainan and its Affiliates, 

without Hainan’s prior written consent; or

(ii) permit any air carrier domiciled in China, other than Hainan and its 

Affiliates, to place its Code on any flight operated by American or any 

Affiliate of American, without Hainan’s prior written consent; or

(iii) place the AA Code or any Affiliate’s Code, on any flight to, from, via, or 

within China, other than flights operated by American and its Affiliates 

and Hainan and its Affiliates, without Hainan’s prior written consent; or

(iv) permit any air carrier, other than Hainan and its Affiliates, to place its 

Code on any flights to, from, via, or within China operated by American 

or any Affiliate of American, without Hainan’s prior written consent.

28.2 The foregoing Section 28.1 shall not apply to:
Hainan~American CSA Final (Redacted) 26

(a) codeshared arrangements currently in force between each of Hainan and 

American and third-parties, and any future renewals or modifications of such 

commitments;

(b) codeshared arrangements with air carriers that provide only air cargo services 

(i.e., no commercial passenger air transport services); or

(c) codeshared arrangements with any member of the oneworldTM Alliance.

29. FURTHER ASSURANCES

29.1 Each Party shall perform such further acts and execute and deliver such further 

instruments and documents at such Party’s cost and expense as may be required by 

Applicable Law, rules or regulations or as may be reasonably requested by the other to 

carry out and effectuate the purposes of this Agreement.

29.2 If and to the extent the transactions or activities contemplated by this Agreement require 

the cooperation or participation of an Affiliate or an Authorized Wet Lessor that is not a 

party hereto, then its Parent Carrier shall cause such Affiliate or Authorized Wet Lessor 

to cooperate or participate in such transaction or activity. Without limiting the generality 

of the foregoing, if such Affiliate or Authorized Wet Lessor operates as an Operating 

Carrier in connection with this Agreement and is not a party to a separate codesharing 

agreement or addendum hereto with respect to such operations, its Parent Carrier shall 

cause it to comply with all obligations imposed on an Operating Carrier hereunder as if 

such Affiliate or Authorized Wet Lessor were a party hereto. The Parent Carrier shall be 

jointly and severally obligated and liable with such Affiliate or Authorized Wet Lessor 

for all such obligations, including, without limitation, the indemnity and insurance 

requirements of this Agreement. In addition, the Parent Carrier shall cause such Affiliate 

or Authorized Wet Lessor to perform such acts and execute and deliver such further 

instruments and documents as may reasonably be required by the other Party to provide 

for such cooperation and participation, including, without limitation, execution of an 

addendum providing for such Affiliate or Authorized Wet Lessor to become a party to 

this Agreement.

30. MISCELLANEOUS

30.1 This Agreement contains the entire agreement between the Parties relating to its subject 

matter, and supersedes any prior understandings or agreements between the Parties 

regarding the same subject matter. This Agreement may not be amended or modified 

except in writing signed by a duly authorized Representative of each Party.

30.2 The relationship of the Parties hereunder shall be that of independent contractors. 

Neither Party is intended to have, and neither of them shall represent to any other Person 

that it has, any power, right or authority to bind the other, or to assume, or create, any 

obligation or responsibility, express or implied, on behalf of the other, except as 

expressly required by this Agreement or as otherwise permitted in writing. Nothing in 

this Agreement shall be construed to create between the Parties and/or the Parties’ 

Representatives any partnership, joint venture, employment relationship, franchise or 

agency (except that the Operating Carrier shall have supervisory control over all 

passengers during any Codeshared Flight, including any employees, agents or contractors 

of the Marketing Carrier who are on board any such Codeshared Flight).
Hainan~American CSA Final (Redacted) 27

30.3 In the event that there occurs a substantial change in market conditions in general or in 

the condition of either Party, which change is not substantially the result of an act or 

omission of the Party requesting a change or amendment to this Agreement, and which 

change has a material adverse effect on either Party to this Agreement, then American or 

Hainan may propose a review of or amendment to this Agreement to limit or expand any 

of the terms, to extend the relationship to additional activities or city-pair destinations or 

otherwise to modify in any way the transactions or relationships contemplated in this 

Agreement. However, neither American nor Hainan will have any obligation, for any 

reason, to effect such an amendment.

30.4 All rights, remedies and obligations of the Parties hereto shall accrue and apply solely to 

the Parties hereto and their permitted successors and assigns; there is no intent to benefit 

any third-parties, including the creditors of either Party. 

30.5 This Agreement may be executed and delivered by the Parties in separate counterparts, 

each of which when so executed and delivered shall be an original, but all of which taken 

together shall constitute one and the same instrument.

30.6 No failure to exercise and no delay in exercising, on the part of any Party, any right, 

remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any 

single or partial exercise of any right, remedy, power or privilege hereunder preclude any 

other or further exercise thereof of the exercise of any other right, remedy, power or 

privilege. The rights, remedies, powers and privileges herein provided are cumulative 

and not exclusive of any rights, remedies, powers and privileges provided by law. The 

failure of any Party to insist upon a strict performance of any of the terms or provisions 

of this Agreement, or to exercise any option, right or remedy herein contained, shall not 

be construed as a waiver or as a relinquishment for the future of such term, provision, 

option, right or remedy, but the same shall continue and remain in full force and effect. 

No waiver by any Party of any term or provision of this Agreement shall be deemed to 

have been made unless expressed in writing and signed by such Party.

30.7 This Agreement is the product of negotiations between Hainan and American, and shall 

be construed as if jointly prepared and drafted by them, and no provision hereof shall be 

construed for or against any Party by reason of ambiguity in language, rules of 

construction against the drafting Party, or similar doctrine.

30.8 Although translations of this Agreement may be made into any other language for the 

convenience of the Parties, the English version will govern for all purposes of the 

interpretation and performance of this Agreement.

30.9 Neither Party shall be liable for any exemplary, punitive, special or consequential 

Damages, including lost revenues, lost profits or lost prospective economic advantage, 

arising from any performance or failure to perform under this Agreement, even if such 

Party knew or should have known of the possibility thereof, and each Party hereby 

releases and waives any claims against the other Party regarding such Damages. FOR 

THE AVOIDANCE OF DOUBT, THE PARTIES AGREE THE FOREGOING SHALL 

NOT LIMIT A PARTY’S OBLIGATION TO INDEMNIFY THE OTHER IN 

ACCORDANCE WITH SECTION 17 FOR DAMAGES ARISING OUT OF OR 

RELATING TO A CLAIM, SUIT OR CAUSE OF ACTION BY A THIRD PARTY.
Hainan~American CSA Final (Redacted) 28

31. NOTICES

Unless otherwise expressly required in this Agreement or the Procedures Manual, all notices, reports, 

invoices and other communications required or permitted to be given to or made upon a Party to this 

Agreement shall be in writing, shall be addressed as provided below and shall be considered as properly 

given and received: (i) when delivered, if delivered in person (and a signed acknowledgment of receipt is 

obtained); (ii) three (3) Business Days after dispatch, if dispatched by a recognized express delivery 

service that provides signed acknowledgments of receipt; (iii) seven (7) Business Days after deposit in the 

applicable postal service delivery system; or (iv) if transmitted by facsimile, upon completion of 

transmission and upon confirmation by the sender (by a telephone call to a Representative of the recipient 

or by machine confirmation) that the transmission was received. For the purposes of notice, the addresses 

of the Parties shall be as set forth below; provided, however, that either Party shall have the right to 

change its address for notice to any other location by giving at least three (3) Business Days prior written 

notice to the other Party in the manner set forth above.

If to American Airlines, Inc.:

4333 Amon Carter Blvd., MD 5635

Fort Worth, Texas 76155

Attention: Managing Director – Strategic Alliances

Responsible for Hainan Airlines Codeshare 

Facsimile: (817) 967-3179

Telephone: (817) 963-2355

with a copy to:

4333 Amon Carter Boulevard, MD 5675

Fort Worth, Texas 76155

Attention: Corporate Secretary 

Phone: (817) 963-3598

Facsimile: (817) 967-4313

If to Hainan Airlines Company Limited:

Building A, B-2, East 3rd Ring Road North Road

Chaoyang District, Beijing, China 100027

Attention: Mr. Hou Wei, Marketing Director

Facsimile: +86 10 59157610

Telephone: +86 10 59157700

[remainder of page left intentionally blank]

Hainan~American CSA Final (Redacted) A1

ANNEX A

DEFINITIONS

“Affected Party” has the meaning assigned to such term in Section 25.1.

“Affiliate” means, with respect to any Person or entity, any other Person or entity directly or indirectly 

controlling, controlled by, or under common control with, such Person or entity. For purposes of this 

definition, “control” (including “controlled by” and “under common control with”) means the power, 

directly or indirectly, to direct or cause the direction of the management and policies of such Person or 

entity, whether through the ownership of voting securities, by contract or otherwise. 

“Agreement” has the meaning assigned in the preamble to this Agreement. 

“Airline Guides” means the printed and electronic data versions of the “Official Airline Guide” and the 

“ABC World Airlines Guide,” and their respective successors.

“American” has the meaning assigned in the preamble to this Agreement. 

“Applicable Law” means all applicable laws of any jurisdiction including securities laws, tax laws, tariff 

and trade laws, ordinances, judgments, decrees, injunctions, writs, and orders or like actions of any 

Competent Authority and the rules, regulations, orders or like actions of any Competent Authority and the 

interpretations, licenses, and permits of any Competent Authority.

“Assessment” has the meaning assigned to such term in Section 19.6.

“ATPCO” means the Airline Tariff Publishing Company.

“Authorized Affiliate” means with respect to American, American Eagle Airlines, Inc., Executive 

Airlines, Inc. and any air carrier operating flights with American’s Code under the AmericanConnection®

brand name, currently Chautauqua Airlines, Inc., and with respect to Hainan, China Xinhua Airlines, 

Shanxi Airlines and Chang’an Airlines.

“Authorized Wet Lessor” has the meaning assigned to such term in Section 2.9.

“Authorized Wet Lessor Reviews” has the meaning assigned to such term in Section 2.9.

“Business Day” means any day other than a Saturday, Sunday or other day in which banking institutions 

in New York, New York USA, or Beijing, China, are required by law, regulation or executive order to be 

closed.

“Carrier Code Box” means (i) for paper tickets, the field containing the two character airline designator 

code as defined in IATA Resolution 727, or (ii) for electronic (or e-) tickets the three alphanumeric 

characters contained in the “Sold Airline Designator (Marketing Carrier)” field as defined in IATA 

Resolution 722f.

“CBP” means the U.S. Bureau of Customs and Border Protection.

“China” means the People’s Republic of China.

“China Gateway” means a city in China to or from which a transpacific Codeshared Flight operates, as 

applicable.
Hainan~American CSA Final (Redacted) A2

“Code” means the two (2) character identifier assigned to a carrier by IATA for the purpose of 

exchanging interline carrier messages in accordance with AIRIMP procedures.

“Codeshare Commission” has the meaning assigned to such term in Section 6.2.

“Codeshared Flight” means a flight on which both Parties have placed their respective Codes, as defined 

in Section 2.1 and Annex B.

“Codeshared Routes” or “Routes” means the city-pair markets set out in Annex B.

“Codeshared Passenger” means a passenger traveling on a Marketing Carrier Flight Coupon.

“Committee” has the meaning assigned to such term in Section 20.1.

“Competent Authorities” means any supranational, national, federal, state, county, local, regulatory or 

municipal government body, bureau, commission, board, board of arbitration, instrumentality, authority, 

agency, court, department, inspectorate, minister, ministry, official or public or statutory person (whether 

autonomous or not) having jurisdiction over this Agreement or either Party.

“Conditions of Carriage” means those conditions of contract tariffs and rules of carriage of a Party that 

govern the transport of passengers traveling on tickets showing such Party’s Code in the Carrier Code 

Box of the flight coupon.

“Confidential Information” means (a) all confidential or proprietary information of a Party, including, 

without limitation, trade secrets, information concerning past, present and future research, development, 

business activities and affairs, finances, properties, methods of operation, processes and systems, 

customer lists, customer information (such as passenger name record or “PNR” data) and computer 

procedures and access codes; (b) the terms and conditions of this Agreement and any reports, invoices or 

other communications between the Parties given in connection with the negotiation or performance of this 

Agreement; and (c) excludes (i) information already in a Party’s possession prior to its disclosure by the 

other Party; (ii) information obtained from a third Person or entity that is not prohibited from transmitting 

such information to the receiving Party as a result of a contractual, legal or fiduciary obligation to the 

Party whose information is being disclosed; (iii) information that is or becomes generally available to the 

public, other than as a result of disclosure by a Party in violation of this Agreement; or (iv) information 

that has been or is independently acquired or developed by a Party, or its Affiliate, without violating any 

of its obligations under this Agreement.

“CRS” means a computerized reservations system owned or operated by any entity, including either Party 

to this Agreement, that contains information about commercial airline schedules, fares, cargo rates, 

passenger and cargo tariff rules and flight availability that is made available to travel agents, cargo agents 

and other non-airline entities to facilitate their ability to make reservations and issue tickets and air 

waybills.

“Damages” means all third party claims, suits, causes of action, penalties, liabilities, judgments, 

demands, recoveries, awards, settlements, penalties, fines, losses and expenses of any nature or kind 

whatsoever (including, without limitation, internal expenses of the Indemnified Party, such as employee 

salaries and the costs of cooperating in the investigation, preparation or defense of claims) under the laws 

of any jurisdiction (whether arising in tort, contract, under the Warsaw Convention, as amended, or the 

Montreal Convention of 1999, as amended, and related instruments or otherwise), including reasonable 

costs and expenses of investigating, preparing or defending any claim, suit, action or proceeding 

(including post judgment and appellate proceedings or proceedings that are incidental to the successful 
Hainan~American CSA Final (Redacted) A3

establishment of a right of indemnification), such as reasonable attorneys’ fees and fees for expert 

witnesses, consultants and litigation support services.

“Disclosing Party” has the meaning assigned to such term in Section 25.1.

“Effective Date” has the meaning assigned to such term in Section 16.1.

“Excusable Delay” has the meaning assigned to such term in Section 21.

“Frequent Flyer Participating Carrier Agreements” means the agreements, from time to time, between 

the Parties relating to the participation of one Party in the other Party’s frequent flyer program.

“Governmental Approvals” means any authorizations, licenses, certificates, exemptions, designations, 

or other approvals of Competent Authorities that are reasonably required (in the opinion of either Party) 

for the operation of the Codeshared Flights.

“Hainan” has the meaning assigned in the preamble to this Agreement. 

“IATA” means the International Air Transport Association.

“IATA Clearing House” means the clearing house established by IATA to administer and implement 

revenue settlement by reference to the Revenue Accounting Manual published by IATA.

“IATA PMP” has the meaning assigned in Section 6.2(a).

“Implementation Date” means the date of the first codeshare service operated under this Agreement.

“Inadmissible Passengers” has the meaning defined in IATA Resolution 701, as modified, supplemented 

or amended from time to time. 

“Indemnification Notice” has the meaning assigned to such term in Section 17.3.

“Indemnified Party” has the meaning assigned to such term in Section 17.3.

“Indemnifying Party” has the meaning assigned to such term in Section 17.3.

“Interline Service Charge” means the payment by the carrier lifting the ticket to the Ticketing Carrier, 

according to the industry program for compensation for the Ticketing Carrier’s commission sales costs 

currently set forth in IATA Passenger Services Conference Resolutions 780b and 780d.

“Interline Traffic Agreement” or “ITA” means that certain Interline Traffic Agreement entered into by 

the Parties, as may be amended, supplemented or modified from time to time.

“IOSA” has the meaning assigned to such term in Section 3.1(c). 

“Licensed Trademark” has the meaning assigned to such term in Section 13.3.

“Lounge Access Agreement” means the agreement, if any, between the Parties relating to the access to a 

Party’s airport lounges by the other Party’s Codeshared Passengers traveling on a Codeshared Flight.

“Marketing Carrier” means the air carrier whose Code is shown in the Carrier Code Box of a flight 

coupon for a Codeshared Flight but which is not the Operating Carrier.
Hainan~American CSA Final (Redacted) A4

“Marketing Carrier Flight Coupon” means a flight coupon (electronic or paper) of a ticket issued by 

the Marketing Carrier, Operating Carrier or a third party for travel on a Codeshared Flight showing the 

Marketing Carrier’s Code (i) in the carrier code box in the case of a paper ticket, and (ii) in the 

transporting carrier field in the case of an electronic ticket.

“Marketing Carrier Indemnified Party” has the meaning assigned to such term in Section 17.1.

“Marketing Carrier Reviews” has the meaning assigned to such term in Section 10.3.

“Marketing Carrier Ticket” means a ticket issued by the Marketing Carrier, Operating Carrier or a 

third-party that contains at least one Marketing Carrier Flight Coupon. 

“Marketing Flight(s)” means a Codeshared Flight when displayed, sold, or referred to as a flight of the 

Marketing Carrier rather than a flight of the Operating Carrier, such as when using the Marketing 

Carrier’s name, designator Code and/or flight number.

“Mutual Emergency Assistance Agreement” means the agreement between the Parties relating to 

provision of assistance by one Party to the other Party in the event of aircraft emergency.

“oneworldTM Alliance” means the globally branded multilateral airline alliance in which American 

participates.

“Operating Carrier” means the air carrier having operational control of an aircraft used for a given 

Codeshared Flight.

“Operating Carrier Indemnified Party” has the meaning assigned to such term in Section 16.2.

“Normal Fare” has the meaning assigned to such term in the IATA Prorate Manual Passenger Part 1, 

Section E. 

“Parent Carrier” means American or Hainan, when referenced in relation to another carrier that is not a 

party to this Agreement and to which American or Hainan, as applicable, is Affiliated or from whom it 

wet leases aircraft, as applicable.

“Party” or “Parties” means either or both of American and Hainan, as the context requires. 

“Payee” has the meaning assigned to such term in Section 19.4.

“Payor” has the meaning assigned to such term in Section 19.4.

“Person” means any individual, corporation, partnership, joint venture, association, joint stock company, 

trust, unincorporated organization or (except for the definition of “Affiliate” herein) government or any 

agency, authority or political subdivision of a government. 

“Procedures Manual” means a detailed procedures manual prepared by the Parties for implementing the 

transactions contemplated by this Agreement.

“Representatives” has the meaning assigned to such term in Section 25.1.

“Reservations System” means the internal computerized airline passenger or cargo reservations system 

used by the personnel of an airline that contains information about flight schedules, fares, cargo rates, 
Hainan~American CSA Final (Redacted) A5

passenger and cargo tariff rules and seat availability of that airline and other carriers, and provides the 

ability to make reservations and issue tickets or air waybills.

“Rules” has the meaning assigned to such term in Section 22.2.

“Slot Exchange Agreement” means the agreement between the Parties relating to the reciprocal 

exchange or transfer of slots at Beijing Capital International Airport.

“Special Prorate Agreement” means any bilateral agreement, from time to time, between the Parties 

relating to the proration of interline revenue.

“Taxes” means all taxes, assessments, fees, levies, imposts, duties, stamp taxes, documentary taxes or 

other charges of a similar nature, including, without limitation, income taxes, value-added taxes, sales 

taxes, excise taxes, transactional taxes, exchange control taxes and/or fees, and interest and penalties 

related to the foregoing, but excluding Ticket Taxes, that may be imposed by any Competent Authority.

“Termination Date” means 23:59 Coordinated Universal Standard Time on the date provided in the 

notice of termination given in accordance with Section 16.1.

“Ticketing Carrier” means a carrier whose traffic documents are used to issue a ticket.

“Ticket Handling Fee” means the payment by the carrier lifting the ticket to the Ticketing Carrier for 

expenses incurred as a result of issuing the ticket. Such payment is a percentage, agreed upon bilaterally 

by the Parties, of the prorated value billed by the carrier that lifted the ticket.

“Ticket Taxes” means any transactional taxes or passenger facility charges, including, without limitation, 

sales taxes, use taxes, stamp taxes, excise taxes, value added taxes, gross receipts taxes, departure taxes, 

surcharges and travel taxes, and all related charges, fees, licenses or assessments (and any interest or 

penalty thereon) imposed on passengers (or which air carriers or their agents are required to collect from 

passengers) by any authority in any country, or political subdivision thereof or public authority operating 

therein (including, without limitation any national, federal, state, provincial, territorial, local, municipal, 

port or airport authority) or which are levied upon passengers by operation of Applicable Law or industry 

standard. Ticket Taxes together with the taxes referred to in Section 19.1 are collectively referred to as 

“Taxes”. 

“$” or “US$” or “Dollars” means lawful currency of the United States of America.

“U.S.” or “United States” means the fifty states of the United States of America, the District of Columbia 

and the Commonwealth of Puerto Rico.

“United States Gateway” means a city in the United States to or from which a transpacific Codeshared 

Flight operates, as applicable.

“Wetleased Codeshared Flights” shall have the meaning assigned to such term in Section 2.9.
Hainan~American CSA Final (Redacted) B1

ANNEX B

CODESHARED ROUTES

The Parties shall mutually designate certain flights serving the Codeshared Routes shown below on which 

the Parties shall place their respective Codes. The implementation date for each Codeshared Route shall 

occur on a date to be mutually agreed between the Parties, subject to obtaining all Governmental 

Approvals. In the event that all Governmental Approvals have not been obtained by such date for the 

particular Codeshared Route(s), then the implementation date for each such Codeshared Route shall occur 

at a later date as mutually agreed by the Parties.

Codeshared Routes Operating Carrier

Transpacific

Seattle-Tacoma (SEA) – Beijing (PEK) Hainan

Toronto (YYZ) - Beijing (PEK) Hainan

Chicago (ORD) - Shanghai (PVG) American

Chicago (ORD) – Beijing (PEK) American

Los Angeles (LAX) – Shanghai (PVG) American

Domestic China: 

Between Beijing (PEK) and Shanghai (PVG) and:

Baotou (BAV) Hainan

Changchun (CGQ) Hainan

Changsha (CSX) Hainan

Changzhi Hainan

Chengdu (CTU) Hainan

Chongqing (CKG) Hainan

Dalian (DLC) Hainan

Dongying (DOY) Hainan

Fuzhou (FOC) Hainan

Guangzhou (CAN) Hainan

Guiyang (KWE) Hainan

Haikou (HAK) Hainan

Hailar (HLD) Hainan

Hangzhou (HGH) Hainan

Harbin (HRB) Hainan

Hefei (HFE) Hainan

Hohhot (HET) Hainan

Jiamusi (JMU) Hainan

Kunming (KMG) Hainan

Lanzhou (LHW) Hainan

Mudanjiang (MDG) Hainan

Nanjing (NKG) Hainan

Ningbo (NGB) Hainan

Qingdao (TAO) Hainan

Qiqihar (NDG) Hainan

Sanya (SYX) Hainan

Shanghai-Metro (SHA) Hainan

Shenyang (SHE) Hainan

Shenzhen (SZX) Hainan

Taiyuan (TYN) Hainan

Tianjin (TSN) Hainan

Urumqi (URC) Hainan

Wenzhou (WNZ) Hainan
Hainan~American CSA Final (Redacted) B2

Wu Hai (WUA) Hainan

Wuhan (WUH) Hainan

Xiamen (XMN) Hainan

Xianyang (XIY) Hainan

Xining (XNN) Hainan

Yichang (YIH) Hainan

Yinchuan (INC) Hainan

Domestic US:

Between Seattle-Tacoma (SEA), Los Angeles (LAX), Chicago (ORD) and Toronto 

(YYZ) and:

Albuquerque (ABQ) American

Atlanta (ATL) American

Austin (AUS) American

Baltimore (BWI) American

Boise (BOI) American

Boston (BOS) American

Buffalo (BUF) American

Charlotte-Douglas (CLT) American

Cincinnati (CVG) American

Cleveland (CLE) American

Columbus (CMH) American

Dallas/Fort Worth (DFW) American

Denver (DEN) American

Detroit (DTW) American

El Paso (ELP) American

Hartford (BDL) American

Houston (IAH) American

Indianapolis (IND) American

Kansas City (MCI) American

Las Vegas (LAS) American

Memphis (MEM) American

Miami (MIA) American

Minneapolis/St. Paul (MSP) American

Nashville (BNA) American

Newark (EWR) American

New York - JFK (JFK) American

New York – LaGuardia (LGA) American

Oklahoma City (OKC) American

Orlando (MCO) American

Philadelphia (PHL) American

Phoenix (PHX) American

Raleigh/Durham (RDU) American

Rochester (ROC) American

Sacramento (SMF) American

Salt Lake City (SLC) American

San Antonio (SAT) American

San Diego (SAN) American

San Francisco (SFO) American

St. Louis (STL) American

Tampa (TPA) American

Tucson (TUS) American

Washington, DC – Ronald Reagan (DCA) American

Washington, DC – Dulles (IAD) American
Hainan~American CSA Final (Redacted) C1

ANNEX C

MINIMUM STANDARDS OF GROUND AND IN-FLIGHT SERVICES

The Parties agree that international ground and in-flight services should be competitive with other 

international carriers operating on the applicable Codeshare Routes, and that the services should remain 

competitive as improvements are made by other international carriers. The Parties also agree that the 

domestic ground and in-flight services should be competitive with other domestic carriers operating on 

the applicable Codeshared Routes, and that the services should remain competitive as improvements are 

made by other domestic carriers. Furthermore, the Parties agree that their ground and in-flight services 

should meet customer expectations, on an ongoing basis. In order to meet these objectives, Hainan and 

American may from time to time be required to implement service upgrades as mutually agreed upon by 

the Parties.

Operating standards and general passenger procedures and policies for the Codeshared Flights are 

detailed in the Procedures Manual. 

The Parties agree to monitor in-flight consumer research on customer priorities and satisfaction. 

Benchmarking research will be conducted to prioritize individual product features based on their 

importance to overall customer satisfaction and to obtain customer satisfaction ratings for individual 

product categories as well as the overall airline experience. Ongoing research will also be conducted 

during the term of the contract, to monitor customer satisfaction. Where the two carriers have statistically 

different ratings for two consecutive quarters after implementation, on individual product categories or 

the overall airline experience, the airline with the lower ratings will take measures to improve ratings to a 

level statistically equal to that of the higher carrier. For international Codeshared Flights, such consumer 

research will use American-operated international services as a comparative benchmark. The Parties will 

meet periodically to review customer satisfaction and benchmarking research data, in order to identify 

product categories that require improvement by the carrier(s).

The Parties agree that the number of Codeshared Passenger complaints received by the Marketing Carrier 

regarding the Codeshared Flights will be measured twice a year by the Marketing Carrier 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, VIPs (very important 

persons), customers with disabilities, and complaints regarding sensitive issues (i.e., food poisoning, 

unaccompanied minors, discrimination, and international documents). If the ratio of Codeshared 

Passenger complaints for any one city-pair or for the total average of all of the Codeshared Flights, 

exceeds 0.50 per one thousand (1,000) passengers boarded for any half year period, the Operating Carrier 

agrees to take the appropriate corrective actions, upon notification by the Marketing Carrier.

The Operating Carrier agrees to review passenger and baggage mishandling complaints and further, the 

Operating Carrier agrees to take the appropriate corrective actions.

If the Operating Carrier fails to meet the standards established by this Annex C or incurs excess aircraft 

incidents affecting the Codeshared Flights, the Marketing Carrier, at its discretion, will be entitled to 

withdraw its Code from the affected Codeshared Flight(s). If the affected Codeshared Flights are not 

brought back into compliance with this Annex C within ninety (90) days following the removal of the 

Marketing Carrier’s Code from the affected Codeshared Flight(s), the Marketing Carrier, at its discretion, 

will be entitled to terminate the Agreement in its entirety or with respect to the affected Codeshared 

Flight(s) pursuant to Section 16.2(g).
Hainan~American CSA Final (Redacted) C2

AUTOMATION

The Parties shall develop, design and implement a computer automation system for the operational 

interface of each Party’s current computer system in order to provide the highest quality product to 

Codeshared Passengers. Each Party will be responsible for the cost and expense associated with 

modifying its own computer system. The Parties shall, at a minimum, agree to develop, design and 

implement the automation of the following systems to support the Codeshared Flights:

Automated Reservation (PNR) Exchange - The Operating Carrier will accept automatically Codeshared 

Passenger PNRs and Special Service Request (SSR) items from the Marketing Carrier’s computer system.

Pre-Reserved Seating - A mechanism will exist so that pre-reserved seating on the Codeshared Flights 

will be available to Codeshared Passengers.

Flight Movement Messages - The Operating Carrier must provide, in a timely fashion, flight movement 

messages (e.g., departure, delay and arrival times) for the Codeshared Flights to the Marketing Carrier’s 

computer system.

Airport Check-in - Automation must exist between the Parties so that transiting passengers will not need 

to recheck-in at the transit city. Codeshared Passengers will check-in at the applicable origin station and 

be provided boarding passes for all segments of such Codeshared Passengers’ itinerary. 

Hand Back Messages (Post Departure Reconciliation and Close-out) - The Operating Carrier must 

provide electronically a list of Codeshared Passengers who traveled on the Codeshared Flights. The 

preferred format is an IATA-standard Passenger Reconciliation List (PRL).

FACILITIES

The Parties acknowledge the importance 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 Carrier shall ensure that ticket counters at each station 

will identify prominently the Marketing Carrier, and promote the Marketing Carrier equally to the other 

airlines that have a similar cooperative relationship with the Operating Carrier at such airports. The 

Parties shall mutually agree on the placement of such signs, subject to the approval of the relevant airport 

authority or other lessors.

The Operating Carrier will be responsible for the cost and expense associated with developing and 

installing the appropriate signs at airports served by the Codeshared Flights. 

Each Party shall make commercially reasonable efforts to depart from or arrive at the same terminal at 

airports served by Codeshared Flights. 

GATE AND RAMP HANDLING

The Operating Carrier shall arrange for trained personnel, acceptable to the Marketing Carrier, to handle 

all gate (including ramp handling) and boarding services of Codeshared Passengers on the Codeshared 

Flights.

All costs, fines, and penalties incurred with a refusal by the immigration (or equivalent) authorities of a 

country to permit entry of any Codeshared Passengers at a destination point, shall be borne by the 

Operating Carrier that delivers the passenger on the international segment of the itinerary.
Hainan~American CSA Final (Redacted) D1

ANNEX D

MINIMUM STANDARDS FOR OPERATING AND DEPENDABILITY

The Operating Carrier shall adhere to the following operation completion and dependability standards for 

each Codeshared Flight. Each Codeshared Flight shall have an operating completion rate of ninety-five 

percent (95%) and an arrival rate of sixty percent (60%) within thirty (30) minutes of the scheduled 

arrival time, as measured on an average basis every six (6) months during the term of this Agreement. The 

Operating Carrier shall measure the performance of the Codeshared Flights that it operates and provide 

such data to the Marketing Carrier. The Marketing Carrier shall be entitled to review and, if appropriate, 

dispute the accuracy of the Operating Carrier’s data.

If the Operating Carrier fails to meet the standards established by this Annex D with respect to any citypair market served by the Codeshared Flights, the Marketing Carrier shall be entitled, after providing the 

Operating Carrier with a reasonable opportunity to cure such failure (which shall not exceed ninety (90) 

days), to withdraw its Code from the affected city-pair market. If the affected Codeshared Flight is not 

brought back into compliance with this Annex D at the end of the next six-month period, the Marketing 

Carrier, at its discretion, shall be entitled to terminate this Agreement in its entirety or with respect to the 

affected city-pair market pursuant to Section 16.1. 
Hainan~American CSA Final (Redacted) E1

ANNEX E

FINANCIAL SETTLEMENT

Codeshare Commission

The Codeshare Commission only applies to the Codeshared Flights between the respective United States

Gateway and China Gateway where either American or Hainan 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 between the respective United 

States Gateway and China Gateway. The Codeshare Commission for these Codeshared Flights will be 

calculated by multiplying the gross prorated value (as determined in accordance with Sections 6.2(a) and 

6.3) of Marketing Carrier Flight Coupons by the applicable Codeshare Commission percentage, which for 

purposes of this Agreement, is detailed in the table below. 

Codeshare Commission

First Class Fare REDACTED

Business Class Fare REDACTED

Economy Class Normal Fare (as defined in Annex A) REDACTED

Other Economy Class Fare (i.e., not a Normal Fare) REDACTED

The Ticketing Carrier will receive the Interline Service Charge, which will be in addition to the 

Codeshare Commission payable to the Marketing Carrier.

The Codeshare Commission may be renegotiated by and between the Parties at any time by mutual 

written consent of the Parties.
Hainan~American CSA Final (Redacted) F1

ANNEX F

GOVERNMENTAL APPROVALS

American shall secure and maintain the following governmental approvals:

1. Economic authority (including Statement of Authorization under 14 CFR, Part 212) from the 

United States Department of Transportation (“DOT”) to codeshare with Hainan over the 

Codeshared Routes.

2. License from the General Administration of Civil Aviation of China to enter into the codesharing 

arrangement with Hainan.

Hainan shall secure and maintain the following governmental approvals:

1. Economic authority from the General Administration of Civil Aviation of China to codeshare 

with American over the Codeshared Routes.

2. Economic authority from the DOT (including Statement of Authorization under 14 CFR, Part 

212) to codeshare with American. 
CERTIFICATE OF SERVICE

I hereby certify that I have this day served the foregoing document by email 

on the following persons:

sascha.vanderbellen@delta.com

jhill@dlalaw.com

thomas.bolling@united.com

dan.weiss@united.com

howard.kass@usairways.com

gpleopard@fedex.com

anita.mosner@hklaw.com

 kevin.montgomery@polaraircargo.com

eskraft@jamhoff.com

dwight.moore@ustranscom.mil

bryan.h.ashley@faa.gov

urskr@state.gov

________________________________

CARL B. NELSON

December 8, 2011