UNITED STATES OF AMERICA

DEPARTMENT OF TRANSPORTATION

OFFICE OF THE SECRETARY WASHINGTON, DC



### Issued by the Department of Transportation on January 25 , 20 10

NOTICE OF ACTION TAKEN

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CORRECTED COPY**

_________________________ ________________________________________________________________________________ ____________ This serves as notice to the public of the action described below, taken by the Department official indicated (no additional confirming order will be issued in thi s matter).

Application of CONTINENTAL AIRLINES, INC. ( CONTINENTAL ) filed 12/15 /09 for:

XX E xemption for two years under 49 U.S.C. 40109 to provide the following services:

Scheduled foreign air transportation of persons, property and mail between a poi nt or points in the

United States and a point or points in Japan and a point or points beyond Japan , either nonstop or via an intermediate point or points in third countries which are not listed in Continental’s certificate or exemption authority, by code

- sharing on flights operated by All Nippon Airways Co., Ltd. ( ANA )

.

Joint Application of CONTINENTAL, CONTINENTAL MICRONESIA, INC. (Continental Micronesia), COLGAN AIR, INC. (Colgan), and ANA, filed 12/15 /09 for:

XX S tatem ents of authorization in order to engage in the following code

- share services : 1 2 3

(A) ANA requests a statement of authorization to display Continental ’s “ CO ” designator code on flights operated by ANA between : (i) a point or points in Japan and a point or points in the United States, e ither nonstop or via an intermediate point or points in third countries; ( ii ) any points in Japan, limited to Continental traffic originating or terminating outside Japan; (iii) a point or points in the United States and a point or points beyond the United States; and (iv) a point or points in Japan and a point or points beyond Japan on a blind sector basis.

(B) Continental requests a statement of authorization to display ANA’s “NH” designator code on flights operated by Continental between: (i) a point or poi nts in the United States and a point or points in Japan, either nonstop or via an intermediate point or points in third countries; (ii) any points in the United States, limited to ANA traffic originating or terminating outside the United States; and (iii) a point or points in the United States and a point or points beyond the United

States on a blind sector basis.

Applicant rep s : Lorraine B. Halloway , (202) 624

- 2538 (Continental and Continental Micronesia),

DOT Analyst: Brian T. Hunt (901) 346

- 6145 (Colgan), and Char les J. Simpson (202) 973

- 7926 ( ANA )

Brett D. Kruger (202) 366

- 8025

**This Notice of Action Taken is corrected to include points beyond Japan in Continental’s exemption authority, and to add initial code share points inadvertently omitted fro m Appendix C of

the Notice.

1 The joint applicants state that unless the context of their application for statements of authorization requires otherwise, the term “Continental” includes Continental Micronesia and Co lgan.

2 Continental Micronesia and Colgan will not be placing their codes on flights operated by ANA, but ANA will be placing its code on flights operated by Continental Micronesia and Colgan.

3 See Appendix C for list of initial code

- share points.DISPOSITION

XX Approved , subject to conditions

The above action granting exemption authority was effective when taken : January 19 , 20 10 , through January 19 , 201 2 . The above action granting statements of authorizat ion to the referenced carriers is

effective: January 19 , 20 10 , and will remain in effect indefinitely, subject to conditions.

Action taken by: Paul L. Gretch, Director

Office of International Aviation

XX The authority granted is consistent with the 1998 U.S.

- Japan Memorandum of Understanding,

as amended

.

Except to the extent exempted or waived, this authority is subject to the terms, conditions, and limitations

indicated:

XX Continental’s certificates of public convenience and necessity

XX Standard U.S. exemption conditions (attached as Appendix A )

XX

__________________________________________________________________________________ Conditions for Statements of Authorization (attached as Appendix B )

On t he basis of data officially noticeable under Rule 24(g) of the Department's regulations, we found

Continental qualified to provide the exemption services authorized. Under authority assigned by the Department in its regulations, 14 CFR Part 385, we found that (1) our action in this notice was consistent with Department policy; (2) grant of the exemption authority to Continental was consistent with the publi c interest; and (3) grant of that authority would not constitute a major federal action under the

Ene rgy Policy and Conservation Act of 1975.

To the extent not granted, we denied all requests in the referenced Docket. We may amend, modify, or revoke the authority granted in this Notice at any time without hearing at our discretion.

Persons entitled t o petition the Department for review of the action set forth in this Notice under the Department’s regulations, 14 CFR §385.30, may file their petitions within sev en ( 7 ) days after the date of issuance of this Notice. This action was effective when taken, and the filing of a petition for review will

not alter such effectiveness.

An electronic version of this document is available on the World Wide Web at: http://www.regulations.gov

### Appendix A

U.S. Carrier Exe mption Conditions

In the conduct of the operations authorized, the U.S. carrier applicant(s) shall:

(1) Hold at all times effective operating authority from the government of each country served;

(2) Comply with applicable requirements concerning over sales contained in 14 CFR 250 (for scheduled operations, if authorized);

(3) Comply with the requirements for reporting data contained in 14 CFR 241;

(4) Comply with requirements for minimum insurance coverage, and for certifying that coverage

to the D epartment, contained in 14 CFR 205;

(5) Except as specifically exempted or otherwise provided for in a Department Order, comply with the requirements of 14 CFR 203, concerning waiver of Warsaw Convention liability limits and defenses;

(6) Comply with a ll applicable requirements of the Federal Aviation Administration, the Transportation Security Administration, and with all applicable U.S. Government requirements concerning security, including, but not limited to, 49 CFR Part 1544. To assure compliance with all applicable U.S. Government requirements concerning security, the holder shall, before commencing any new service (including charter flights) to or from a foreign airport, contact its Principal Security Inspector (PSI) to advise the PSI of its plan s and to find out whether the Transportation Security Administration has determined that security is adequate to allow such airport(s) to be served ;

(7) Comply with such other reasonable terms, conditions, and limitations required by the public

interest as may be prescribed by the Department of Transportation, with all applicable orders and regulations of other U.S. agencies and courts, and with all applicable laws of the United States.

The authority granted shall be effective only during the period when the holder is in compliance with the conditions imposed above.

1/2008

### Appendix B

The code

- share operations authorized here are subject to the following conditions:

(a) The statements of authorization will remain in effect only as lon g as (i) Continental and ANA continue to hold the necessary underlying authority to operate the code

- share services at issue, and (ii) the code

share agreement providing for the code

- share operations remains in effect. 4

(b) Continental and/or ANA , as appro priate, must notify the Department no later than 30 days before they begin any new code

- share service under the code

- share services authorized here. Such notice shall identify the market(s) to be served, which carrier will be operating the aircraft in the code

- share market added, and the date on which the service will begin. Such notice should be filed in Docket

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(c) Continental and/or ANA , as appropriate, must promptly notify the Department if the code

- share agreement providing for th e code

- share operations is no longer effective or if the carriers decide to cease operating all or a portion of the approved code

- share services. Such notice should be filed in Docket

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(d) The code

- sharing operations conducted under t his authority must comply with 14 CFR 257 and with any amendments to the Department’s regulations concerning code

- share arrangements that may be adopted. Notwithstanding any provisions in the contract between the carriers, our approval here is expressly c onditioned upon the requirements that the subject foreign air transportation be sold in the name of the carrier holding out such service in the computer reservation systems and elsewhere; that the carrier selling such transportation ( i.e., the carrier show n on the ticket) accept responsibility for the entirety of

the code

- share journey for all obligations established in its contract of carriage with the passenger; that the passenger liability of the operating carrier be unaffected; and that the operating ca rrier shall not permit

the code of its U.S. code

- sharing partner to be carried on any flight that enters, departs, or transits the airspace of any area for whose airspace the Federal Aviation Administration has issued a flight prohibition.

(e) The authori ty to operate to third countries is subject to the condition that any service provided under the statement of authorization shall be consistent with all applicable agreements between the United States and the foreign countries involved. Furthermore, (i) n othing in the award of this blanket statement of authorization should be construed as conferring upon Continental rights (including code

- share, fifth freedom intermediate and/or beyond rights) to serve markets where U.S. carrier entry is limited unless

Co ntinental notifies the Department of its intent to serve such a market and unless and until the Department has completed any necessary carrier selection procedures to determine which carrier(s) should be authorized to exercise such rights; and (ii) should there be a request by any carrier to use the

limited

- entry route rights that are included in the authority of Continental by virtue of the blanket statement of authorization granted here, but that are not then being used by Continental , the holding of

such authority will not be considered as providing any preference for Continental in a competitive carrier selection proceeding to determine which carrier(s) should be entitled to use the authority at issue. 6

(f) The authority granted here is specifically con ditioned so that neither Continental nor ANA shall give any force or effect to any contractual provisions between themselves that are contrary to these conditions.

We may amend, modify, or revoke the authority granted at any time without hearing at our di scretion.

4 For the purposes of the statements of authorization, unless otherwise indicated, the term “Continental” includes Continental Micronesia and Colgan.

5 We expect this notification to be received within ten (10) days after such non

- effectiveness or of such decis ion.

6 The notice in paragraph (b) above can be used for this notification.

### Appendix C

INITIAL LIST OF CODE

- SHARE POINTS