AEGEAN AIRLINES SOCIETE ANONYMEd/b/a AEGEAN AIRLINES S.A.for statement of authorization

pursuant to 14 C.F.R. Part 212

Docket DOT-OST-20 10-0 132

APPLICATION OF AEGEAN AIRLINES SOCIETE

ANONYME dfb/a AEGEAN AIRLINES S.A. TO AMEND

STATEMENT OF AUTHORIZATION

Communications with respect to this document should be sent to:

Andrew J. HarakasDaniel E. Cone!!Clyde & Co US LLP

405 Lexington Avenue

New York, New York 10174

Phone 212.710.3920Fax 212.702.4620

andrew.harakasclvdeco.us

January 31, 2012

daniel.corre[V4cIydeco.us

Counsel for Aegean Airlines Societe Anonyme

dlb/a Aegean Airlines S.A.

NOTICE: Aegean Airlines S.A. requests expedited treatment of this Application and will

poll the U.S. carrier representatives on the attached service !ist and advise theDepartment of the results.

655966v1
AEGEAN AIRLINES SOCIETE ANONYMEd/b/a AEGEAN AIRLINES S.A. Docket DOT-OST-20l0-0132

for statement of authorization

pursuant to 14 C.F.R. Part 212

APPLICATION OF AEGEAN AIRLINES SOCIETE

ANONYME dlb/a AEGEAN AIRLINES S.A. TO AMEND

STATEMENT OF AUTHORIZATION

Aegean Airlines 1applies to amend its blanket statement of authorization, granted on

June 23, 2010 in Docket DOT-OST-2010-0132, which allows Aegean Airlines to engage incodeshare services with Continental on flights: (1) between any point or points in the United

States and any point or points in any European Union (EU) Member State (either nonstop or via

intermediate Open Skies points); (2) between any point or points in the U.S. and any other point

or points in the European Common Aviation Area where an Open Skies agreement is being

applied; (3) between U.S. points; (4) between EU points; (5) beyond EU to any point or points;

and (6) beyond the U.S. to any point or points 2,to substitute codeshare services by Aegean

Airlines with United for those with Continental. This one-for-one substitution is necessarybecause United and Continental are transitioning to a single passenger service system and will

I Common names are used for airlines.

2 See Department Action on Application dated June 23, 2010 in the DocketDOT-OST-20 10-0132.

1
the United States-European Union Open Skies Agreement. Continental and United are

transitioning to a single passenger service system as part of their merger, and Aegean Airlinesrequests authority to display United’s UA4 code in place of the C0 code following the

transition. Such codeshare services are in the public interest and will “give [United and Aegean

Airlinesj flexibility to meet marketplace demands and . . . enable them to maximize the rightsavailable under . . . open-skies agreement[s],” as the Department has concluded in approving

other blanket codeshare applications. 4 The United/Aegean Airlines initial codeshare noticeappears in Annex A.

2. Aegean requests a blanket statement of authorization to implement its proposed

codeshare service and notifies the Department that, upon grant of this application, it intends toprovide open skies codeshare services with United in the markets listed on Annex A in

accordance with the Department’s Notice In the Matter of Blanket Notification of Code-Share

Service to Open-Skies Partners and Points dated February 9, 2009 (“Blanket Codeshare Notice”).

3. Aegean Airlines seeks an amendment to its existing statement of authorization in

Docket DOT-OST-20l0-0132 permitting Aegean Airlines to display the UAt code on Aegean

Airlines flights in conjunction with foreign air transportation of persons, property and mail: (i)between any point or points in the United States and any point or points in the European Union

A redacted copy of the codeshare agreement between United and Aegean Airlines is

attached to this application at Annex B.

See Order 1998-4-8 at 3.

2
4. Aegean Airlines already holds blanket underlying economic authority to conduct

operations and offer codeshare service on open skies routes as well as on routes for which itholds specific authority. 5

5. The codeshare authority requested has been granted to numerous codeshare

partnerships involving U.S. and foreign airlines. 6

6. United and Aegean Airlines will notify the Department no later than 30 days

before commencing any codeshare services to non-open-skies points not specified in their

certificate, permit or exemption authority, and they accept the Department’s standard conditionson limited-entry third-country codeshare services. 7 United and Aegean Airlines will conduct

their codesharing activities in compliance with Part 257 of the Department’s regulations and any

Aegean Airlines holds U.S.-EU-beyond open skies authority pursuant to its foreign air

carrier permit, issued by Order 2010-9-19. Pursuant to Order 2011-3-14, Continental’sstatement of authorization for blanket codeshare authority to display Aegean’s A3* designator

code on flights operated by Continental: (a) between any point or points in the United States and

any point or points in any European Union (“EU”) Member State (either nonstop or via

intermediate Open Skies points); (b) between any point or points in the U.S. and any other pointor points in the European Common Aviation Area where an Open Skies agreement is being

applied; (c) between U.S. points; (d) between EU points; (e) beyond the EU to any point orpoints; and (f) beyond the U.S. to any point or points as well as Continental’s blanket code-shareexemption authority in Docket DOT-OST-2005-20 122 to codeshare with Aegean and othercarriers pursuant to blanket codesharing statements of authorization previously approved by theDepartment were amended and reissued in the name of “Continental Airlines, Inc. and/or United

Air Lines, Inc.” Accordingly, United already holds the authority to display Aegean’s A3 tdesignator code on such flights.6 E.g., Notice of Action Taken in Dockets DOT-OST-2004-19148 and

DOT-OST-2010-0024, dated March 2, 2010 (United/Brussels Airlines); Statement of

Authorization 93-394, dated August 6, 1998 (Delta/Korean).

See Blanket Codeshare Notice, at 2 n.4; and Order 2003-5-33, Appendix 4.

3
DOT-OST-2010-0l 32 and DOT-OST-2005-20122).

WHEREFORE, Aegean Airlines urges the Department to grant its application to amend

its existing blanket statement of authorization in Docket DOT-OST-201 0-0132 authorizing its

proposed codeshare services and such further relief as the Department may deem appropriate as

soon as possible. To expedite action on this application, Aegean will poi 1 U.S. carriers served

and inform the Department of the results.

Respectfully submitted,

CLYDE & CO US LLP

Andrew J. HarakDaniel E. Correll

405 Lexington Avenue

New York, New York 10174Phone 212.710.3920Fax 212.702.4620

andrew.harakasclydeco.usdaniel.correllclydeco.us

Counsel for Aegean Airlines Societe Anonymedlb/a Aegean Airlines S.A.

Dated: January 31, 2012

4


CODESHARE AGREEMENT

Between

AEGEAN AIRLINES SA And

UNITED AIR LINES, INC.

01 October2011

Page I of 37
4. INVENTORY CONTROL AND PROCEDURES 7

5. MARKETING AND PRODUCT DISPLAY 9

6. TRAFFIC DOCUMENT ISSUANCE AND FINANCIAL SETTLEMENT 10

7. FACILITIES 12

8. TRAINING 12

9. SECURITY 12 10.

SAFETY AND MAINTENANCE 13

II. FREE AND REDUCED RATE TRANSPORTATION 14

12. EXCLUSIVITY 15

13. OTHER MARKETING PROGRAMS IS

14. TRADEMARKS AND CORPORATE IDENTIFICATION 15

15. REPRESENTATIONS AND WARRANTIES 17

16, GOVERNMENTAL APPROVALS 18

17. TERM 18

18. INDEMNIFICATION 21

19. INSURANCE 24

20. TAXES 25

21. FORCE MAJEURE 27

22. GOVERNING LAW AND DISPUTE RESOLUTION 28

23, COVENANT TO COMPLY WITH ALL LAWS 31

24. PUBLICITY 3!

25. CONFIDENTIALITY 31

26. ASSIGNMENT 32

27. SEVERABILITY 32

28. FURTHER ASSURANCES 33

29. MISCELLANEOUS 33

30. NOTICES 35

31. IMPLEMENTATION 36

Page 2 of 37
C PRE

APPROVED AFFILIATES AND REGIONAL CARRIERS

D TECI-JINCAL IMPLEMENTATION AND SYSTEM LINKS

Page 3 of 37
United States of America, having its principal place of business at 77W Wacker Dr, Chicago, IL 60601

QUA”), and Aegean Airlines SA (“Aegean”), a company organized under the laws of Greece, having its

principal office at 31 Viltanioti Sir, 14564 Kifissia, Athens, Greece.

in consideration of the mutual covenants and promises in this Agreement, United and Aegean hereby

agree as follows:

DEFINJTIONS

1.1 Terms with their initial letiers capitaHzed 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 ofsuch terms. United and Aegean 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 JATA Resolution 780Interline 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 Affiliates, serving the city-pairs (each city-pair, a “Codeshared Route”) identified

in writing by the Parties from time to time without formally amending this Agreement

and benefit to be part of the Agreement. The initial list of Codeshared Routes on which

the Panics and their Affiliates may codeshare is attached hereto as Annex B.

2.2 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 ownpassengers 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 CodesharedFlights, including baggage services, will be developed by the Parties during the codeshare

implementation.

2.3 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

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

Page 4 of 37
discontinuation or removal, the Party so discontinuing or removing, as applicable, shall

noti& the other Party as soon as reasonably possible and such other Party’ 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.

2.5 Unless otherwise agreed by the Parties during the codeshare implementation, 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 tor pay denied boarding compensation or otherwise compensate Codeshared

Passengers, in the same manner as its own passengers; and

(c) notify the Marketing Carrier as established during the codeshare implementation.

2,6 With respect to Codeshare Passengers for matters between the passenger and the Marketing Carrier, the Conditions of Carriage of the Marketing Carrier shall be deemed

to govern the transportation of Codeshare Passengers on Codeshare Flights. As between

the Carriers, the Conditions of Carriage of the Operating Carrier shall govern the transportation of Codeshare Passengers on Codeshare Flights. Prior to the

implementation of Codesharing, the Carriers will use commercially reasonable efforts to

identify any material discrepancies between their respective Conditions of Carriage and

use commercially reasonable efforts to develop procedures to minimize potential service

inconvenience or disruption to Codeshare Passengers due to such discrepancies. For the

avoidance of doubt, each Carrier’s operations will be conducted in accordance with its

own Conditions of Carriage and neither Carrier shall be obligated to change its

Conditions of Carriage pursuant to this Agreement. Notwithstanding anything in this

Section 2.6, the liability of the Parties to each other with respect to passenger claims shall

be governed by Sections 18 and 19.

2.7 The Operating Carrier shall ensure that each Codeshared Flight operated by it shall be operated under its operating certificate. In the event that the Operating Carrier intends to

substitute for a Codeshared Flight an aircraft that will be operated under the operating certificate of a third-party the Operating Carrier must provide the Marketing Carrier with

prior written notice of its intention, Such notice shall be provided to the Marketing Carrier as soon as practicable after the Operating Carrier makes its decision regarding the aircraft substitution. The Marketing Carrier shalt except where the aircraft is operated by an Affiliate or Regional Carrier of the Operating Carrier identified on Annex C hereto,

have the right, should it elect to do so, to (i) accommodate its passengers on the substitute

aircraft, or (ii) remove its Code from the Codeshared Flight, and reaccommodate its

Page 5 of 37
class olservice, and (ii) any reasonable hotel, meal, and other incidental costs associatedwith the reaccotnmodation.

2.8 The Parties agree to comply with the Technical Implementation and System Links

requirements set forth in Annex D hereto,

3. IMPLEMENTATION EXPENSES

3.1 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 sigage placed

at airports and city ticket offices in locations served by the Codeshare Flights inorder to facilitate travel on the Codeshare Flights.

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

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

determined by the Parties in advance of each specific project.

4. INVENTORY CONTROL AND PROCEDURES

4. I Subject to the rights of each Party to manage its seat inventory, including the seat

inventory on the operational flights of any other airline(s) that the Party has access tounder a capacity purchase agreement, the Parties agree to use commercially reasonable

efforts to pursue the best solution to maximize revenue, maintain the integrity of theOperating Carrier’s inventory system and not compromise the Marketing Carrier’s ability

to sell its product. Accordingly, the Parties agree to implement the following initiatives

prior to the implementation of Codesharing:

(a) establish Seamless Availability and Direct Sell links between their respective

ARSs,

(b) use commercially reasonable efforts to pursue the development required for the

Marketing Carrier to Cascade third party CRS Direct Access Availability,Seamless Availability and Direct Sell requests to the Operating Carrier, which

will include Sold As Information and Point Of Sale data as is available to the

Marketing Carrier in a manner to be mutually agreed by the Parties,

(c) establish the ability to make advance seat assignments on each other’s flights.

Each of the Parties further agrees to expend such amounts as may be reasonably

Page 6 of 37
developed by the Panics during the codeshare implementation.

4.2 The Operating Carrier will, subject to the remaining provisions of this paragraph and

Section 4.1, determine, independently and at its sole discretion, the number of seats on its

flights (including flights it operates as Codeshare Flights) that will be made available by

it in a particular reservation booking designator provided that the Operating Carrier does

not discriminate against the Marketing Carrier vis a vis other air carriers with respect to

inventory access. With respect to inventory management on the Codeshare Flights, the

Parties acknowledge and agree that the Operating Carrier will manage its seat inventories

in a manner that provides an incentive for the Marketing Carrier to sell the inventory of

the Operating Carrier and for the Operating Carrier to accept the inventory requests of theMarketing Carrier without subjecting the Operating Carrier to disproportionate risk of

revenue dilution and while preserving for the Operating Carrier the integrity of itsinventory management system in order for the Operating Carrier to maximize its

profitability.

4.3 This Section 4.3 shall govern the published fares and fare rules, including carrier imposed

surcharges and commissions applicable thereto, of the Marketing Carrier offered on

Codeshared Flights as follows:

(a) For routes served by only one Party, or its Affiliates, the Marketing Carrier will

file the fares and reasonably comparable (as determined by the Operating

Carrier) fare rules as those filed by the Operating Carrier for such route.

(I,) For routes served by both Parties or their Affiliates, on both a non-stop or both a

connecting basis, the Marketing Carrier will file either those fares and fare rulesfiled for its own flights on such route or those fares and reasonably comparable

(as determined by the Operating Carrier) fare rules as those filed by the

Operating Carrier on such route, at its sole discretion.

(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 for such route will file the fares and reasonably comparable (as

determined by the Operating Carrier) fare rules as those filed by the Operating

Carrier on the non-stop service for such route and the Marketing Carrier on the

connecting service for such route will file either those fares and fare rules filed

for its non-stop service on such route or those fares and reasonably comparable

(as determined by the Operating Carrier) fare rules as those filed by the

Operating Carrier on the connecting service on such route, at its sole discretion.

(d) The Marketing Carrier will cause its agents and distributors to sell Codeshared

Flights operated by the Operating Carrier in a manner that is consistent with the

requirements of Section 4.3(a), (b) and (c).

Page 7 of 37
prior written notice to the Marketing Carrier, to restrict or close the inventory

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

Carrier from the flight(s) in question.

(g) Nothing in this Agreement shall prevent the Operating Carrier from unilaterally

establishing its own fares and fare rules for flights operated by it or the

Marketing Carrier from (i) initiating and operating its own service in any origin

and destination city pair at any time; or (ii) offering any fare(s), discount(s) orrebate(s) of any kind for interline itineraries valid on airlines, other than United

or Aegean, on any origin and destination city pair.

(h) In implementing the rules established by this Section 4.3, there will be no

discussion between the Parties concerning fares and fare rules. TheMarketing Carrier will determine fares and fare rules of the Operating

Carrier by observing published tariffs. Any communication concerning

this Section will be undertaken by the Parties’ legal departments.

For purposes of this Section, route means the exact airport to airport origin and

destination.

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

applicable air transport agreements between the United States and Greece, 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, andany other applicable rules regarding the disclosure and holding out of Codeshared Flights

provided for herein in the jurisdiction where such rules apply. The Marketing Carriershall disclose to the extent required by Applicable Law through industry-approved

schedule and selling mechanisms, 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 shalt be given before a reservation is made and inany 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.

Page 8 of 37
in its Reservations Systems.

5.3 Unless otherwise specified in Annex 13, the Marketing Carrier shall file its standard

schedule data for the Codeshared Flights in such Codeshared Route using the trafficrestriction code “Y” or “0” (or any successor code), as defined in the JATA Standard

Schedules Information Manual, Appendix G, in order to suppress the display of theMarketing Carrier’s Codeshared Plights on Codeshared Routes (i.e., the Marketing

Carrier’s Codeshared Flights on such route will be limited to passengers connectingonline to another flight operated by the Marketing Carrier or its Affiliate) or as mutuallyagreed by the Parties.

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

of promoting the Codeshared Flights shall clearly identif’ both Parties. All jointadvertising and promotion of the Codeshared Flights shall be subject to prior agreementbetween the Parties and the costs of such joint advertising and promotion shall be shared

based on prior agreement.

5.5 Each Party may use its own flight number in referencing 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 documentsas 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 FlightCoupons. Such Marketing Carrier Flight Coupons will be prorated and billedaccording 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. Unless otherwise agreed in the Special Prorate Agreementbetween the Operating Carrier and the Ticketing Carrier, the Operating Carrierwill be entitled to its prorated share of any applicable surcharge collected by the

Ticketing carrier for a Codeshared Flight. The Parties will discuss and work tofind a mutually acceptable process, to be defined in the Special Prorate

Page 9 of37
satisfactory settlement, the Operating Carder may bill such coupon to the Marketing Carder as an exceptional tern (i.e., via correspondence) and such

coupons shall be valued for billing and proration purposes in accordance with the applicable bilateral agreement. Any bilateral agreement between the Marketing Carrier arid Ticketing Carrier shall not apply to the Codeshared Flights unless the Operating Carrier has given explicit agreement to such application.

(c) If the Operating Carrier has an interline traffic agreement with a Ticketing Carrier that issued a Marketing Carder Ticket but is unable to obtain satisfactory settlement, the Marketing Carrier shall assist the Operating Ca.rrier in settling such account but shall not be liable for any losses incurred due to an unsatisfactory settlement.

6.3 The Carriers agree that for tickets sold by the Marketing Carrier on Codeshare Flights, the Operating Carrier shall be responsible for booking fees assessed by any CRS vendors, including CRSs operated by third parties and CRSs providing hosting services to any of the Carriers. The Carriers will request the CRS vendors to directly bill the Operating Carrier for such booking fees if feasible. If such direct billing is not feasible, the Carriers shall bill each other monthly and shall provide documentation that is reasonably acceptable to the other Carrier of such fees from each CR5 vendor.

6.4 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 Carder hereby waives endorsement requirements for the Operating Carder with respect to all Marketing Carrier Flight Coupons and other coupons intended for flights sold under the Code of the Marketing Carrier. Unless otherwise agreed in writing by the Parties, such waiver shall be effective thirty (30) days before the implementation date of the first Codeshared Flight, and shall remain in effect for ninety (90) days after the Termination Date of this Agreement to facilitate the reacconimodation of any Codeshared Passengers ticketed for travel after the Termination Date.

6.5 Differences that may appear after the billing process has been completed shall be rectified by written correspondence or a meeting between the Parties.

6,6 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, as required. 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 communications

identifying the Operating Carrier and the Marketing Carder, as appropriate, to facilitate passenger convenience and to avoid passenger confusion at airports served by the Codeshare Flights. The

Page 10of37
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 thepublic. This training shall include passenger service, reservations and sales activities, and

in-flight service involving the Codeshared Flights, all as mutually agreed.

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 toany 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, but shall, at a minimum, comply with the standards set forth by the relevantCompetent Authorities and be reasonably acceptable to the Marketing Carrier, with theunderstanding 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, andlor selective loading ofbaggage or cargo.

9.3 The Carrier that originates the customer travel on Codeshare Flights (provides all

boarding passes and checks the customer luggage to their final destination) shall assure

that the customer is properly documented for entry into the destination country and

properly documented for any transit points enroute. Any fines, penalties, deportation anddetention expenses resulting from violations of government entry or transit requirements,even for passengers that willfully engage in illegal entry tactics, shall be the sole

responsibility of the Carrier that originates the customer travel.

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

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

its own flights. The Parties agree that in case of a major accident or emergency, the

Operating Carrier shall immediately contact the Marketing Carrier, furnishing every

possible information upon the latter’s request. Further emergency support shall be in

accordance with procedures agreed between the Parties.At Al Operations Control

Page 11 of37
t

Continental

Airlines

Systems

(CO):

Operations

Coordination

Center

(50CC):

SITA:

IICOOCO

Phone:

7133247209

Fax:

Email:

7133242138

opsdir@coair.com

At

VA:

Operations

Control

Center

(0CC):

SITA:

Phone:

OPBOPUA

Fax:

847-700-4190

Email:

847-700-2005

occsysdir@united.com

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

Each

Party

represents

and

warrants

that

each

has

or

will

have

successftilly

undergone

an

IAT.A

Operational

Safety

Audit

(“IOSA”)

at

its

own

expense

satisfactory

to

the

other

Party,

and

further

represents

and

warrants

that

each

shall

maintain

compliance

with

the

requirements

of

such

audit

within

the

time

frame

required

by

IATA.

10,4

Each

Party

represents

and

warrants

that

it

meets

the

minimum

safety

requirements

mandated

by

any

Competent

Authority

and

shall

maintain

compliance

with

such

requirements.

Any

failure

to

maintain

compliance

shall

immediately

be

brought

to

the

other

Party’s

attention

along

with

corrective

actions

taken

or a corrective

action

plan.

10.5

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

Carder

Reviews”),

at

such

intervals

as

the

Marketing

Carrier

shall

reasonably

request.

The

Marketing

Carrier

Reviews

shall

be

coordinated

with

the

Operating

Carrier

so

as

to

avoid

disruptions

to

the

Operating

Carrier’s

operations.

Such

reviews

will

be

limited

to

areas

that

reasonably

relate

to

the

Operating

Carrier’s

safety

standards

and

service

obligations

under

this

Agreement.

NOTWITHSTANDING

THE

FOREGOING,

THE

MARKETING

CARRIER

DOES

NOT

UNDERTAKE

ANY

RESPONSIBILITY

OR

ASSUME

ANY

LIABILITY

FOR

ANY

ASPECT

OF

THE

OPERATING

CARRIER’S

OPERATIONS,

NOR

SHALL

THE

OPERATING

CARRIER

BE

ENTITLED

TO

ASSERT

ANY

RESPONSIBILITY

OR

ASSUMPTION

OF

LIABILITY

ON

THE

PART

OF

THE

MARKETING

CARRIER

FOR

THE

OPERATING

CARRIER’S

OPERATIONS.

Page

12of37
other parties, including the Marketing Carrier, neither the Marketing Carrier, nor theOperating Carrier, nor any third party, shall be entitled to ticket industry non-revenue ordiscounted (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 suchindustry non-revenue or discounted travel, except at the Operating Carrier’s expense.

12. EXCLUSIVITY

13.1 The Frequent Flyer Participating

participation of each Party in the

Carrier Agreements shall govem theother Party’s frequent flyer program.

13.2 The Parties will provide the Marketing Carrier’s Premium Class Codeshared Passengers

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

pursuant to the Star Alliance Lounge Access Policy.

14. TRADEMARKS AND CORPORATE IDENTIFICATION

14.1 Neither Party hereto shall use any of the other Party’s names, logos, logotype,

insignia, service marks, trademarks, trade names, copyrights, corporate goodwill or otherproprietary intellectual property, including without limitation the names “United Airlines,

Inc.”, “United,” the “UA” and “UA” designator codes, the globe logo, “Economy Plus”,

“United Express”, “Mileage Plus”, “Red Carpet Club”, “United Club”, “Aegean” in anymarketing, advertising or promotional collateral, including without limitation credit cardand telecom solicitations, except where each specific use has been approved in advanceby the other Party. When such approval is granted, each 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. OTHER MARKETING PROGRAMS

Page 13 of37
Agreement.

14.3 Each of Aegean and United 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 ofsuch Party, except as set forth herein. Each of Aegean and United 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 Aegean and United hereby grants to the other, a non-exclusive, non-transferable, royalty-free license for the term of this Agreement to use its service marks (“Aegean” for Aegean and “United Airlines” for United, each a “Licensed Trademark”), subject to the terms and conditions set forth in this Section 14. 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.

14.4 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 “or other symbol, as appropriate, and reference

a legend indicating that “Aegean isa service mark of Aegean” or “United Airlines is a service mark of United Air Lines, luc.”, as the case may he, or similar words to that effect.

14.5 Each Party agrees that all advertising and promotional materials bearing the Licensed Trademarks of the other Parry 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,

14.6 Each Party has sole discretion to determine the acceptability of both the quality and presentation of advertising and promotional materials using its Licensed Trademarks.

14,7 Each Party is responsible for providing to its own authorized agents and airport locations the agreed promotional materials bearing the Licensed Trademarks.

14.8 Notwithstanding the limitations of this Section 14, each of the Pasty’s may use the other Party’s Licensed Trademarks for purposes of complying with 14 C.F.R. Part 257 (U.S. DOT Airline Designator Code Sharing Policy) or any comparable regulations imposed by the Competent Authorities, without prior approval.

Page 14 of37
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

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 pubiic 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, ruleor regulation binding on it, or (B) any provision of its charter, certificate of

incorporation, bylaws or other documents of corporate govemance; 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 obtainment of Governmental Approvals, except where failure to obtainor take such action would not have a material adverse effect on it or a material

adverse effect on the transactions contemplated in this Agreement.

15.2 Each of the foregoing representations and warranties shall survive the execution and

delivery of this Agreement.

16. GOVERNMENTAL APPROVALS

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

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

Governmental Approvals.

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

Codeshared Routes listed in Annex B, the Parties may determine whether to 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.

Page 15of37
q

solution to enable the commencement of the Codeshared Route(s). If a solution cannot be formulated within days following commencement of such negotiations, either Party may terminate this Agreement upon days’ prior written notice to the other Party.

16,4 Each Party shalt immediately provide the other Party with copies of any correspondence or notices it receives from any Competent Authority with respect to the Codeshared Routes, Codeshared Flights or this Agreement, including with respect to the airworthiness of the aircraft used for the Codeshared Flights or noncompliance by the Operating Carrier with operational, training or safety rules and procedures.

17. TE1M

17.1 The term of this Agreement shall commence on the date first written above and shall remain in effect until terminated by either Party upon prior written notice. Notwithstanding the foregoing, either party may terminate this Agreement upon at least prior written notice if either party is not a member of Star Alliance or publicly announces that it will cease being a member of Star Alliance.

17.2 In addition to any other termination rights provided herein, this Agreement may be terminated as follows:

(a) 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 as mutually agreed during the implementation of codesharing, 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 17.2(a) shall not be effective if the breaching Party corrects such breach within ollowing receipt ofsuch 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

days to correct the breach, provided that the breaching Party has taken action reasonably contemplated to correct such breach following receipt of the notice; or

(b) 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

Page l6of37
17.3 Throughout the term of this Agreement, either Party has the right to suspend, or partially suspend, performance of 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:

(a) 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

(b) the other Party has received from any relevant Competent Authority notice that it has failed to comply with applicable safety or security requirements; or

(c) the United States Department of Transportation (“DOT”), the United States Department of Homeland Security (“DM5”) or the United States Department of Defense (“DOD”), or the counterpart authorities in Greece, has ordered in

writing or orally that the Marketing Carrier’s Code be removed from Codeshare

Flights or Codeshared Routes operated by the Operating Carrier for any reason whatsoever; provided, however, that if such order only affects one or a limited number of Codeshare Flights or Codeshared Routes, the entire Agreement may only be suspended or terminated by either Party after consultations in good faith with the other Party, such consultations not to exceed a period of days from the date either Party gives notice to the other Party; or

(d) the civil aviation authority of Greece 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 Greece receiving a rating of Category 2 from the Federal Aviation

Administration (“FAA”), or the United States receiving an equivalent rating from

counterpart authorities in Greece; or.

(e) the other Party is not in compliance with Sections 10.3 or 10.4 of this Agreement.

17.4 Throughout the Term, the Marketing Carrier has the right to suspend, or partially suspend, performance of or terminate this Agreement immediately by giving written notice to the Operating Carrier in the event that the Operating Carrier at any time discontinues or suspends or more of the Codeshared Flights operated by it other than due to Force Majeure as defined in Section 21. For clarification purposes, the termination right stated in Section 17.7 shalE remain applicable.

17.5 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 days after the date of notice under the same terms and conditions, or under amended terms and conditions in accordance with Section 30. 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

Page 17 of37
17.7 Subject to Section 17.8, in the event of termination of this Agreement the Marketing

Carrier shall, in its sole discretion, take all reasonable actions to confirm and preservereservations on the Operating Carrier for passengers scheduled to be traveling onMarketing Carrier Tickets and, as applicable, endorse or otherwise modi& 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 revenuesettlement methodology provided for in Section 6 of this Agreement.

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

Section 17.2, 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 toother carriers or making other alternative arrangements.

18. INDEMNIFICATION

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

indemni1’ the other Party, the Party that is the Operating Carrier (or whose Affiliate is

the Operating Carrier) shall indemni’, defend, and hold harmless the Marketing Carrier

and its Affiliates and their respective directors, officers, employees and agents (each

individually a, or cdlectively the, “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 be 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

on Marketing Carrier Tickets irrespective of conditions or liability limits thatapply 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 an Operating Carrier Indemnified Party, which are

in any way related to the Operating Carrier’s obligations under this Agreement,

other than Damages to the extent addressed in Section 18.1(a) or (b) or Section

18.2(a) or (b);

Page 18 of 37
PROVIDED THAT, the Operating Carrier shall not be required to indemnify any

Marketing Carrier Indemnified Party for any liability arising from the Marketing CarrierIndemnified Party’s gross negligence or willful misconduct.

18.2 Subject to the indemnities provided in Section 18. 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 a, or collectively

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

(except as provided in Section 18.2(d)) 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 gross

negligence or willful misconduct of a Marketing Carrier Indemnified Party;

(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 inconnection with such operations, to the extent caused by the gross negligence or

willful misconduct of the Marketing Carrier;

(c) negligent acts or omissions of a Marketing Carrier Indemnified Party that are in

any way related to the Marketing Carrier’s obligations under this Agreement,other than Damages to the extent addressed in Section 18.1(a) or (b) or Section

18.2(a) or (b) (IN WHICH CASE THE OPERATING CARRIER MUST

INDEMNIFY THE MARKETING CARRIER AND OTHER MARKETING

CARRrER INDEMNIFIED PARTIES NOTWITHSTANDING SUCHNEGLIGENT ACTS OR OMISSIONS (BUT NOT WILLFUL MISCONDUCT

OR GROSS NEGLIGENCE) OF A MARKETING CARRIER INDEMNIFIED

PARTY);;

(d) passenger claims based on the Marketing Carrier’s failure to properly issue 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 theWarsaw 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 18.2(d) for that

portion of any Damages that is in excess of the Damages against which the

Page l9of37
(fl infringement of a third-party’s Marketing Carrier’s intellectual property or similar rights by the logos, trademarks, service marks or trade names.

18.3

other

A Party

Party

(the

(the

“Indemnified

“Indemnil’ing Parry”) that believes it is entitled to indemnification from the Party”) pursuant respect to a third-party to the terms of this Agreement with “Indemnification Notice”) claim shall provide the Indemnifying Party with written notice (an of such claim (provided, however, such notice shall not that the failure to give

the extent that such faliure

relieve the Indemnifying Party of its obligations hereunder except to is materially prejudicial Indemnifying Party shall to the Indemnifying Party), and the advisors, to control be entitled, at its own cost and expense and by its own legal

Indemnifying Party shall

the defense of or to settle any such third-party claim. The

Damages only, subject

have the right to elect to settle any such claim for monetary to the consent of the Indemnified Party; provided, however, Indemnified Party fails if the to give such consent to a settlement the Indemnifying Party and that has been agreed upon by the claimant in question within requested to do so, days of being

demand and regardless

the

of

Indemnified Party shall assume the aelense ot such claim or

hereunder shall

the outcome of such matter, the Indemnifying Party’s liability be limited to the amount of any such proposed settlement. Indemnifying Party fails If the

of an Indemnification Notice

to take any action against the third-party claim that is the subject within Notice, or otherwise lays of receiving such Indemnification

connection therewith, the

contests its o5ligation to indemnify the Indemnified Party in

but without the further Indemnified Party may, upon providing prior written notice to,

third-party claim for

consent of, the Indemnifying Party settle or defend against such

as set forth

the account, and at the expense, of the Indemnifying Party. Except

or other compromise

in this Section 18.3, the Indemnified Party shall not enter into any settlement or consent to a judgment with respect which the Indemnifying to a third-party claim to

consent of the IndemnifyingParty has an indemnity obligation without the prior written Party.

18.4

of

Each

any

Indemnified

claim with

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

Indemnifying Partyattorneys of of its own choosing and at its own cost, without relieving the any obligations hereunder. Party assumes In addition, even if the Indemnifying the defense of a claim,

assume control of the defense the Indemnified Party shall have the right toto elect to settle or defend

of any claim from the Indemnifying Party at any time, and against such claim; provided, however, shall have no indemnification the Indemnifying Party

and expenses of obligations with respect to such claim except for the costs

in the defense of

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

by the Indemnified

such

Party.

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

18.5

and

Bach

against

Party further

any and

agrees

all Taxes

to indemnify,

(as

defend and hold harmless the other Party from

be, levied upon or advanced defined in Annex A), or assessments, as the case may by the Indemnified Party, but that ultimately the

Page 20 of 37
19. INSURANCE

19.1 The Operating Carrier shall procure and maintain in ftill force and effect during

the term of this Agreement with insurance carriers of known financialresponsibility, insurance of the type and in the amounts listed below:

(a) Airline Aviation Third Party Legal Liability in respect of all operations,

including but not limited to aircraft (owned and non-owned) liability

(including risks of hijacking, war and other perils), passenger and crew

baggage and personal effects, funeral and repatriation expenses, 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, personal injury, and products and completed

operations. This insurance must be primary without right of contributionfrom any insurance carried by the Marketing Carrier to the extent of the

indemnity specified in Section 18.1, 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 18.1, (ii) contain a severability of

interest clause and a breach of warranty clause in favor of the Marketing

Carrier and the Marketing Carrier Indemnified Party, (iii) specificallyinsure the Operating Carrier’s indemnification obligations under this

Agreement to the full extent of the coverage provided by the OperatingCarrier’s policy or policies, subject to policy terms, conditions, limitations

and exclusions, and (iv) contain a provision stating that the OperatingCarrier’s policy or policies are automatically amended to comply with the

laws and regulations of any local, federal, or other governmental authorityhaving jurisdiction over aircraft operated by the Operating Carrier.

(b) The Operating Carrier shall maintain a combined single limit of liability of

not less than per any one occurrence, including

bodily injury, death, personal injury, property damage, passenger(including Codeshared Passengers and other revenue and non-revenue

passengers) legal liability and war and other perils combined, over all

coverages and in the tte as applicable, but (i) personal injury

limited to 

per offense and in the annual aggregate

except with respect to passengers (including Codeshared Passengers andother revenue and non-revenue passengers), and (ii) war and other perils

may be subject to an annual aggregate limit;

Page 21 of37
(d) 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.

19.2 Each Party shall provide the other Party with certificates of insurance evidencing

such coverage no less than prior to the commencement of the first

Codeshared Flight, and thereafter within 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 advance

written notice to the other Party and that the other Party shall be notified of any

expiration or renewal of such coverage. The notice period in respect of war andother perils coverage shall be or such lesser period as is or may be

available in accordance with policy conditions.

20. TAXES

20.1 Subject to Section 20.4, 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.

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

issue a debit invoice to the Ticketing Carrier through the IATA Clearing Housefor 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 enpianement and payable or remittable by

the Operating Carrier or the Marketing Carrier that should have been collected at

the time of ticket sale or travel document issue by the Ticketing Carrier.

Page 22 of 37
travel documents are issued, then the Ticketing Carrier is relieved from collecting only such Ticket Taxes so prohibited by law. The Ticketing Carrier shall notify, or if the Ticketing Carrier is not the Marketing Carrier, the Marketing Carrier shall cause the

Ticketing Carrier to notify, the Operating Carrier (i) no later than the date of this

Agreement with regard to any such laws existing as of such date, and (ii) within

of the enactment of any such laws after the date of this Agreement, 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.

20.4 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 wi vever, that the Payor shall inform the Payee in writing with at least

dvance notice of its intent

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

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

given to the Payor by such taxation authority; and

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

authority the amounts withheld by Payor.

20.5 For U.S. income tax purposes, Aegean shall annually and timely furnish United, at the

address provided in the following sentence, with a duly executed original copy of U.S.

tax form W-8BEN, or such other forms as the U.S. Internal Revenue Service may require from time to time, so that United may report any relevant transactions arising under this

Agreement and, if applicable, substantiate an exemption from any obligation on United’s

part with respect to any income tax withholding or reporting obligations on payments made to Aegean. Aegean shall furnish such form(s) to United at:

Attn.; Tax Administration

United Air Lines, Inc.

I-IDQCT

77 W Wacker Dr. Ste 1000

Chicago, Illinois 60601

co rporateiaxi?E united. cornIn the event the Payor is required to withhold taxes under the procedures of Section 20.4, the Payor shall provide to the Payee within of such withholding a tax

Page 23 of 37

mmr.nia-w-vff?7I tr-y
indirectly, the Party so notified shall inform the other Party in writing within

f 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 18.5. The Indemnifying Party shall have the option to defend or contest

such Assessment in accordance with the procedures set forth in Section 18.

21. FORCE MAJEURE

Except with respect to the performance of payment, confidentiality, and indemnity obligations, which shall be unconditional under this Agreement, a Carrier shall not be liable to the other

Carrier for any loss, injury, damage or delay whatsoever resulting, directly or indirectly, from one

or more of the following: Acts of God; seizure under legal process, governmental sanctions,

quarantine restrictions; fire, fog, flood, or other weather-related reason; subject to the satisfaction

of each Carrier’s obligations set forth in Section 16 hereof, failure or refusal on the part of any

Competent Authority to grant or issue approvals, consents, clearances, exemptions, permits or

operating authority, or recession or revocation thereof by any government or governmental

agency; damage to or destruction of aircraft or other flight equipment; mechanical difficulties or

breakdowns; grounding of a substantial number of a Carrier’s aircraft by any Competent Authority or by voluntary action by a Carrier for safety reasons (in lieu of governmental actions);

unavailability of fuel; riots or civil commotion; strikes, lockouts or labor disputes (whether

resulting from disputes between either Carrier and its employees or between other parties); U.S.

military or airlift emergency or substantially expanded U.S. military airlift requirements as

determined by the U.S. government; activation of the U.S. Civil Reserve Air Fleet; war or

hazards or dangers incident to a state of war; acts of terrorism; or any other acts, matters or

things, whether or not of a similar nature, which are beyond the control of the Carrier and which

shall directly or indirectly, prevent, delay, interrupt, or otherwise adversely affect the furnishing,

operation or performance of such Carrier’s obligation hereunder (‘Force Majeure Events);

provided, however, that the Carrier so affected shall take all commercially reasonable steps tocure such nonperformance or delay and shall promptly continue performance hereunder once the

Force Majeure Event is removed. The Carrier who is affected by a Force Majeure Event shall

promptly noti& the other Carrier of the occurrence of such Force Majeure Event. In the event of

a strike by a Carrier’s employees, such Carrier will use its commercially reasonable efforts to

perform under this Agreement.

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 Illinois (without regard to its conflict of laws principles) including all

mailers of construction, validity and performance.

22.2 Except as otherwise agreed or expressly provided in this Section 22 or Section 25.3, any

controversy, dispute, difference, disagreement or claim between the Parties arising under

or relating to this Agreement (each, a “Dispute”), including any question concerning the

validity, termination, interpretation, performance, operation, enforcement or breach of

Page 24 of37
court of law except for the limited purposes of: (a) enforcing an arbitral award obtained in respect of a Dispute; (b) obtaining any injunctive, temporary or preventative order or similar order available to it under the laws of any jurisdiction for a breach or threatened breach by the other Party of this Agreement that threatens irreparable damage; (c) preserving the status quo and protecting a Party’s rights; or (d) resolving Third Party Claims. Each Party, to the fullest extent it may effectively do so under substantive governing law applicable to this Agreement, irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to arbitration.

22.3 Arbitration Process

(a)

A dispute may be referred to arbitration only by written notice to the other

Party (a “Notice of Arbitration”), with a copy to the Director General of

the International Air Transport Association (“IATA”), which such Notice

of Arbitration shall filly describe the elements of the Dispute.

(b) The arbitration shall be conducted in accordance with the procedures in

this Agreement and the Rules of Arbitration of IATA (the “Rules”), as

such Rules are in effect as of the date of the Notice of Arbitration. In the

event of a conflict between this Agreement and the Rules, the provisions

of this Agreement shall control. The Parties also shall bear the costs for

the arbitration equally between the Parties, but each Party shall pay for its

own legal expenses.

(c) The arbitration shall be conducted before a panel of arbitrators,

regardless of the size of the dispute; provided, however, that each

arbitrator shall have at least experience as a lawyer or judge specializing in corporate and commercial matters, who are fluent in

the English language, with special consideration given to those arbitrators having airline industry experience. The arbitration shall take place in New York City, New York, USA, and be conducted in the English language. The Parties shall agree on the arbitrators to hear any dispute in accordance with the Rules in no event later than

from the date the Notice of Arbitration is received. It the Parties do not

agree on within the specified time period, then IATA shall select three arbitrators using the above specified qualifications as soon as possible in accordance with JATA’s procedures for selecting arbitrators.

(d) The arbitrators may award compensatory or non-monetary or equitable relief, including injunctive relief to maintain the status quo of the Parties under this Agreement, pending completion of arbitration. The arbitrators

shall have no power to award (i) damages inconsistent with this

Page 25 ofJ7
g 

e same jurisdiction.

(e) The Parties shall be entitled to engage in reasonable discovery, including

requests for the production of relevant, non-privileged documents, and

answers to a reasonable number of interrogatories to be determined by the

arbitral panel. Each Party shall also be entitled to take up to

depositions for up to hours each. Additional depositions may be

ordered by the arbitration panel upon a showing of either substantial need

or that additional depositions will likely narrow the contested factual

issues.

(0 All aspects of the arbitration shall be treated as confidential. Neither the

Parties nor the arbitrators may disclose the existence, content, or results of

the arbitration, except as necessary to comply with legal or regulatory

requirements. Before making any such disclosure, a Party shall give

written notice to all other Parties and shall afford such Parties a reasonable

opportunity to protect their interests.

(g) The arbitration panel will use its best efforts to render an award within

days after the date that the Notice of Arbitration is

received by the other Party. The award shall be reflected in a written decision

setting forth the basis for the decision in reasonably specific detail (including detailed findings of fact and conclusions of law).

22.4 For the avoidance of doubt, the Parties may extend, or modi&, any time limit or deadline

specified in Section 22.3, provided that the extension or modification is in writing and

signed by both Parties. If the Parties agree to extend or modi& one time limit or

deadline, then such extension or modification shall not have any effect on the other time

limits or deadlines in Section 22.3 unless expressly approved in writing and signed by both Parties.

22.5 No potential arbitrator may serve on the arbitration panel or appeal panel unless he or she

has agreed in writing to abide and be bound by the arbitration procedures set forth in this

Section 22.

22.6 If there is a Dispute submitted to arbitration, any subsequent additional Disputes referred for arbitration (including counterclaims between the Parties) will be consolidated in the

same arbitration proceeding.

22.7 Within days of receipt of any award (which shall not be binding if an appeal is taken), any Party may notify the Director General of IATA of an intention to appeal to a second arbitral tribunal. The second arbitration panel shall be comprised of arbitrators, each with at least years of experience as an attorney or judge

Page 26 of 37
against the manifest weight of the evidence. The award of the appeal tribunal shall befinal and binding, and judgment may be entered by a court having competent jurisdiction

thereof.

22.8 Each Party irrevocably submits to the nonexclusive jurisdiction of the United States

District Court for the Northern District of Illinois and of any State Court sitting in Cook

County, Illinois, for purposes of enforcing any arbitral award or for other legalproceedings arising out of this Agreement or any transactions contemplated in this

Agreement. Each Party, to the fullest extent it may effectively do so under substantivegoverning 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.

21 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, Greece 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 HomelandSecurity and the counterpart agencies in Greece,

23.2 If either Party has notice that a provision of this Agreement is contrary to any

Applicable Laws, that Party shall immediately noti5’ the other Party in writing, such

notice to include a description of the perceived violation of regulation and supportingwritten materials that facilitate the other Party’s investigation ofsuch perceived violation.

23.3 Each Carrier will comply with the data protection and privacy laws of all Competent

Authorities applicable to it in connection with the disclosure of personal data concerning

Codeshare Passengers.

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

Page 27 of37
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 discloseand 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

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 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 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 United and Aegean may assign, subcontract or delegate any of itsrights, duties or obligations under this Agreement to any of its Affiliates provided that such

assignment and/or delegation shall not relieve United or Aegean 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 lawof 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

Page 28 of 37
that the commercial basis has been affected, either Party may terminate this Agreement by givingat least days’ prior written notice to the other Party.

28. FURTHER ASSURANCES

28.1 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 Laws, rules or regulations or as may be reasonably requested by the other to

carry out and effectuate the purposes of this Agreement.

28,2 If and to the extent the transactions or activities contemplated by this Agreement require

the cooperation or participation of an Affiliate of a Party hereto, such Party shall cause

such Affiliate to cooperate or participate in such transaction or activity. Each Party shall

cause such Affiliate 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 to become a party to this Agreement.

29. MISCELLANEOUS

29.1 This Agreement contains the entire agreement between the Parties relating to Is 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.

29.2 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 requiredby this Agreement or as otherwise permitted in writing. Nothing in this Agreement shall

be construed to create between the Parties andJor the Parties’ Representatives anypartnership, joint venture, employment relationship, franchise or agency (except that the

Operating Carrier shall have supen’isory control over all passengers during any

Codeshared Flight, including any employees, agent or contractors of the Marketing

Carrier who are on board any such Codeshared Flight).

29.3 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 whichchange has a material adverse effect on either Party to this Agreement then United or

Aegean 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 modi& in any way the transactions or relationships contemplated in this

Agreement. However, neither United nor Aegean will have any obligation, for anyreason, to effect such an amendment.

Page 29 of37
each of which when so executed and delivered shall bean original, but all of which taken

together shall constitute one and the same instrument.

29.6 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 anysingle 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 orprivilege. The rights, remedies, powers and privileges herein provided are cumulative andnot 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 beconstrued 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.

29.7 This Agreement is the product of negotiations between Aegean and United, and shall be

construed as if jointly prepared and drafted by them, and no provision hereof shall beconstrued for or against any Party by reason of ambiguity in language, rules of

construction against the drafting Party, or similar doctrine,

29.8 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.

29.9 NEITHER PARTY SHALL BE LIABLE FOR ANY EXEMPLARY, PUNITIVE,

SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST REVENUES,

LOST PROFITS OR LOST PROSPECTIVE ECONOMIC ADVANTAGE, ARISINGFROM 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 INDEMNIFYTHE OTHER IN ACCORDANCE WITH SECTION 17 FOR DAMAGES ARISING

OUT OF OR RELATING TO A CLAIM, SUIT OR CAUSE OF ACTION BY A THIRD

PARTY.

30. NOTICES

Unless otherwise expressly required in this Agreement, 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 properlygiven 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

Page 30 of37
other location by giving at least three (3) Business Days prior written notice to the other Party inthe manner set forth above.

Ifto United Air Lines, Inc.: HDQIZ— 10th Floor

77 W Wacker DrChicago, IL 60601

United States of America

Ann: Senior Vice President — Alliances, Regulatory &

Policy

Facsimile: +1(312)997-2979

with acopyto: HDQLD— 16th Floor

77 W Wacker Dr

Chicago, Illinois 60601

United States of America

Attention: Senior Vice President and General Counsel

If to Aegean: Mr. Giovanni Matassa

Commercial Director

Aegean

31 Viltanioti Street

14564 Kifissia

Greece

Facsimile: 30 210 6261901

31. IMPLEMENTATION

31.] Implementation and continuation of this Agreement shall be subject to the following

conditions precedent:

(a) the execution of a Special Prorate Agreement between United and Aegean;

(b) the execution of a Frequent Flyer Agreement between United and Aegean;

(c) the execution of an Employee Pass Travel Agreement between United and

Aegean;

(d) receipt by United and Aegean of all necessary Government Approvals, licenses,

permits, consents, waivers, and authorities applicable to the transactions

contemplated hereunder;

Page 31 of37
(g) successful implementation and testing of codeshare (EDIFACT) and passenger processing automation.

IREMAINDER OF PAGE LEFT INTENTIONALLY BLANKI

Page 32 of37
AEGEAN AIRLINES SA

aS7VILTANIOTI STR.

C KW1IA - ATHENS 14564 tHt) By: loçMast 094468339 By: Hershel Kamen

Title: A3 Administration & Title: Senior Vice President-Alliances, Regulatory Ground Services Director & Policy

1° / 7(1 Date:

Date: 076ipber204ffQj 1 LINES SA

STR.

ATHENS 14564

TitWF”

- 094468339

Date: 

[Signature page for Codeshare Agreement between

Aegean Airlines SA and United Air Lines, Inc.]

Page 33 of 37
“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 througb the ownership of voting securities, by contract or otherwise.

“Agreement” has the meaning assigned in the preamble to this Agreement,

“Aegean” has the meaning assigned in the preamble to this Agreement.

“AIRIMP” shall mean the ATA / IATA Reservations Interline Message Procedures manual produced and distributed by IATA for the purpose of developing a communication standard between airline reservation systems and CRSs.

“AIRIMP Option 2” shall mean the standards by which the Marketing

Carrier transmits information regarding Codeshare segments it has sold

to the Operating Carrier, including all message andformat elements as

defined in the L4TA AIRIMP Manual -section 8.13.2.

“Airline Guides” means the printed and electronic data versions of the “Official Airline Guide”

and the “ABC World Airlines Guide,” and their respective successors.

“APIS” shall mean the advance passenger information system used to send

required data to the U.S. Customs Service and the U.S. Immigration and

Naturalization Service for passenger processing on international flights.

Mandatory APIS elements shall include full customer name, date of birth,

gender, citizenship, passport number, passport country of issuance, passport

expiration date, country of residence and U.S. address (if not a U.S. resident or

citizen).

“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.

“ARS” shall mean a Carrier’s internal reservation systems whereby schedules, fares, flight availability, inventory, etc. reside.
gg

g

g

as defined in the IATA Passenger Services Conference Resolution Manual.

“Business Day” means any day other than a Saturday, Sunday or other day in which banking institutions in New York, New York USA, or Athens, Greece, are required by law, regulation or executive order to be closed.

“Cascade/Cascading” shall mean the capability of a Marketing Carrier to relay on a real time basis Codeshare Flight booking information between a third party reservation source (e.g. CR5 equipped travel agency) and the Operating Carrier.

“CBP” means the U.S. Bureau of Customs and Border Protection.

“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.

“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.

“Competent Authorities” means any 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 Eariffs 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 ofa 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; and (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

2
“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, executions, 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 establishment of a right of indemnification), such as reasonable attorneys’ fees and fees for

expert witnesses, consultants and litigation support services.

“DCS” shall mean the automated departure control system of a Carrier that performs check-in, capacity and load control and dispatch functions.

“DEl 10” shall mean the data element indicator used as a duplicate leg cross-reference on the Operating Carrier’s SSIM file to identif’ the Marketing Carrier’s two letter code and marketing flight number.

“Direct Access” shall mean a dedicated Link between two Carriers’ ARS that enables real-time

basis flow of information,

“Direct Sell” shall mean the system link between two ARSs that enables secured sells and real

time decrement of inventory.

“Disclosing Party” has the meaning assigned to such term in Section 25.1.

“Dual Record Locator” shall mean the record locator as contained within the system originating the booking, either a Carrier ARS or a CR5 equipped travel agency.

“EDIFACT” shall mean the United Nations standard for Electronic Data Interchange for Administration, Commerce and Transport as used to facilitate the exchange of business data by electronic means using a set of standard codes and syntaxes.

“FLIFO” shall mean real time display of flight activity including departure time, arrival time, diversion, delays, etc. sent in MVT standard message format.

“Force Majeure Events” has the meaning assigned to such term in Section 2!.

3
“JATA” means the International Air Transport Association.

“JATA Clearing House” means the clearing house established by FATA to administer and implement

revenue settlement by reference to the Revenue Accounting Manual published by IATA.

“IATA Luggage Resolution” shall mean reference to the IATA Resolutions and

Recommended Practices Manual on handling luggage claims.

“IATA PMP” has the meaning assigned in Section 6.2.

“IATA Scheduling Season” means either the summer or the winter season designated by IATA for the scheduling of air services)slots.

“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 18.3.

“Indemnified Party” has the meaning assigned to such term in Section 18.3.

“IndemniI’ing Party” has the meaning assigned to such term in Section 18.3.

“Interline Service Cbarge” means the charge referred to in IATA Resolutions 780b, 780c and 780d.

“Load Date” shall mean the date in which airline schedules are displayed in ARS, CRS and GDS.

“Licensed Trademark” has the meaning assigned to such term in Section 14.3.

“Marketing Carrier” means the Party whose Code is shown in the carrier code box of a flight coupon for a Codeshared Flight but which is not the Operating Carrier.

“Marketing Carrier Flight Coupon” means a flight coupon 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 in the carrier code box of the flight coupon.

“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.

4
“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.

“MVT” shall mean the transmission of aircraft movement messages to be sent immediately after departure or arrival of an aircraft, aircraft diversions, delays, etc.

“NAR” shall mean the transmission of a new arrival segment message to the down-line Carrier, resulting in an updated PNR in that Carrier’s ARS (also as reference the AIRIMP manual section

3.7).

“NCO” shall mean the transmission, to all Carrier’s participating in the itinerary, new continuing segment information such that the PNR is updated within each Carrier’s ARS (also referenced in AIRIMP manual section 3.7).

“OAG” shall mean the Official Airline Guide.

“OAGLINKS” shall mean view access of the Operating Carrier’s flight database at the OAG.

“Open For Sale Date” shall mean the date that flight schedules appear and become available for

sale in ARS, CRS and ODS. Also known as Release Date or Load Date.

“Operating Carrier” means the Party 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 17.2.

“Party” or “Parties” means either or both of United and Aegean, as the context requires.

“Payee” has the meaning assigned to such term in Section 20.4.

“Payor” has the meaning assigned to such term in Section 20.4.

“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.

“PNR” shall mean passenger name records that contain a passenger’s travel requirements

necessary to enable reservations to be processed and controlled by the booking Carrier and the Carrier’s participating in the itinerary.

“Point of Sale” shall mean the identification of the booking agent’s location and CRS,

S
passenger and cargo tariff niles 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 22.3.

“Seamless Availability” shall mean the system link between two ARSs that enable real time

availability exchange rather than AVS messages.

“Seamless Connecting Service” shall mean the adopted service standards and procedures between two or more Carriers are deployed at airports, reservations offices and other service delivery locations.

“Star Alliance” means the globally branded multilateral airline alliance in which United

participates.

“Star Alliance Lounge Access Policy” means the lounge access business requirements developed by the Star Alliance for membership and utilization by all Star Alliance members.

“Sold As Information” shall mean the association ofthe Marketing Carrier’s flight number and booking class to the Operating Carrier’s flight number and booking class.

“SSIM” shall mean the Standard Schedules Information Manual as produced by IATA to facilitate the electronic data processing of airline schedules throughout the industry.

“SSM” shall mean standard schedule messages as referenced in the IATA SSIM Manual, Chapter 4 to facilitate changes to published airlines’ schedules.

“SNC” shall mean the transmission of automated Synchronization Message Option I (reference AIRIMP manual section 8.5) that provides information to the recipient to enable synchronization of their PNRs with that of the sender.

“Special Prorate Agreement” means any bilateral agreement, from time to time, between the Parties relating to the proration of interline revenue.

“SYN” shall mean the transmission of automated Synchronization Message Option 3 (reference AIRIMP manual section 8.5) that provides information to the recipient to enable synchronization of their PNRs with that of the sender.

‘Taxes” means all taxes, assessments, fees, levies, irnposts, 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 andJor fees, and interest and penalties related to the foregoing, but excluding Ticket Taxes, that may be imposed by any Competent Authority

6
“TCN Codeshare Agreement” means an agreement to be flied by the Marketing Carrier with ATPCO in which the marketing Carrier will provide the range of its Marketing Flight numbers.

“Through Check-in” shall mean the use of TO electronic data exchange to process a passenger with seat assignments, luggage check-in and other passenger related functions to their final

destination. This also includes the data exchange over multiple-hosted systems in a passenger’s itinerary.

“Ticketing Carrier” means a carrier whose traffic documents are used to issue a 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 20.1 are collectively referred to as “Taxes”.

“TWOV” means a carrier’s ability to transport passengers in transit without visas via designated U.S. ports of entry to a third country.

“$“ or “uss” 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, its Territories, Guam, the District of Columbia and the Commonwealth of Puerto Rico.

“USCJS” means the U.S. Bureau of Citizenship and Immigration Services.

7
w on which the Parties and their respective Affiliates shall place their respective Codes. The implementation date for each Codeshared Route shall occur on the date listed in the respective tables below, if any, subject to obtaining all Governmental Approvals and the conditions precedent listed in Section 31, to the extent applicable. For the purposes of this Annex B, “implementation date” shall mean the date the first Codeshared Flight is operated on the respective Codeshared Route. In the event that all

Governmental Approvals have not been obtained or the applicable conditions precedent listed in Section 31 have not been complied with by such date, for some particular Codeshared Route(s), then the implementation date for each such Codeshared Route shall occur at a later date as mutually agreed by the Parties.

Intercontinental Routes between the Following Points:

Route Operating Implementation

EWR LHR EWR Carrier Date

EWRCDG United 01 OCT 2011

Any Route between Aegean gateways at Atbens/ATH and the Following Points:

City, Country Operating Implementation

Carrier Date

London/LHR, UK Aegean 01 OCT 2011

Paris/CDG, France
United Express:

Atlantic Southeast Airlines

Colgan Air

ExpressJet Airlines

GoJet Airlines

Mesa Airlines

Shuttle America

SkyWest Airlines

Trans States Airlines

Continental Express:

Expressiet

Chautauqua Airlines

Continental Connection:

Cape Air

Colgan Air

CornmutAir

Gulfstream International Airlines
Schedule Transmission and Publication

The Parties agree to provide each other schedule file information so that each may effectively publish in all distribution media the Codeshare Flights contemplated in this Agreement.

Accordingly, the Parties agree to the following procedures.

LI Schedule Format

(a) Exchange schedule data in SSIM format sent via electronic transmittal.

(b) Implement the use of SSM formatted exchanges.

(c) Ensure schedule data include the following items: flight number, equipment

type, airport station codes, departure/arrival times, frequency, effective/discontinue dates, duplicate leg cross-reference indicators including DEl 10 and DEl 50, and check-in advisement indicator DM299.

1.2 Transmission

(a) Use commercially reasonable efforts to file with OAG (or a successor entity or process) the same flight information with the same Load Date (Open for Sale Date) such that flight schedules are synchronized.

(b) Use commercially reasonable efforts to advise each other at least 10 days prior to Load Date of ad hoc schedule changes.

1.3 Schedule Changes/New Service

(a) Advice at least 10 days prior to Load Date any new flight segment(s) that are to be Codeshare Flights.

(b) Make certain that such changes are not effective prior to Load Date. (c) Prior to codesharing, specific procedures for schedule change on Codeshare flights and the reaccommodation of Codeshare customers will be mutually agreed.

2. Internal Reservations and Distribution Systems

Subject to Section 3, the Parties agree to implement the following prior to the implementation of Codesharing: )
y 

2.4 Ability of the Marketing Carrier to Cascade third party CR5 Direct Access Availability, Seamless Availability and Direct Sell requests to the Operating Carrier, which will include Sold As Information and Point Of Sale data as is available to the Marketing Carrier.

2.5 IATA standard AIRIMP standard down-line continuing segments (NARINCO messages) to provide updated booking records in each other’s ARS. 2.6 Interline E-ticket (paperless tickets) as well as explore other E-Commerce initiatives including, but not limited to, joint or common airport self service devices and internet check-in.

2.7 MVT exchanges providing for automated FLIFO of all Codeshare Flights accomplished bilaterally or through alliance-enabled applications. 2,8 Reservations procedures necessary for the support of Codeshare Flights. 2.9 Procedures to reduce the number of no-show Codeshare Flight PNRs by including Codeshare records in day of departure down-line cancellation process. 2.10 Marketing Carrier’s inventory integrity rules will apply. It is the responsibility of the marketing carrier to forward ticket numbers in AIRIMP format to the operating carrier for bookings on codeshare flights. As mutually agreed, the operating carrier

may apply its own firming procedures on its operated flights but shall send a warning

message to the marketing carrier prior to taking any flight firming actions. The marketing carrier shall provide the technical lbnctionality required to automatically

process these warning messages and to forward them to the original booking source.

3. Through Check-In and Seamless Connecting Service

The Parties agree to implement and maintain Through Check-in (TCI) and seamless connecting service capabilities prior to the implementation of codesharing.

Accordingly, the Parties agree to the following list of initiatives.

3.1 UAIA3 Arrival Connecting to UAJA3 Departure

(a) The Parties shall provide passengers with all down-line connecting flight seat assignments and boarding passes at point of initial check-in where technically feasible.

(b) The Parties shall issue IATA standard automated baggage tags and check bags through to the passenger’s final destination airport where technically feasible. (c) The Parties shall perform airline standard document checks for each connecting

passenger at point of initial check-in.

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governmental data requirements, the Parties shall discuss and define how any additionally required data can be exchanged between the Parties.

(I) The Parties shall use their commercially reasonable efforts to contractually commit their respective handling agents to through check-in customers and transmit APIS

information at the first point of contact for the whole passenger routing. The Parties

reserve the right to limit, exclude or cancel codesharing to airports not offering such functionality for its Marketing customers.

3.2 Training

Provide the necessary staff, facility and training communication materials as well as

training sessions for their customer service trainers and/or staff to assure full competency in providing the functions defined herein.

3
the following:

msiniekssd.com howard.kass(i}usairways.com

cari.nelson!Waa.com benjamin.s1ocum.usairways.comrppmmeratIasair.com nssparks’dtedex .com

sascha.vanderbe1len2delta.com anbirdfedex .com

jçff.morgan2idelta.corn ionathan.lindeEunited.com

charters(aevergreenairIines.com steve.morrissey2iunited.com

ben.graves(devergreenairlines.com dan.weissunited.com

slachterlachter-clements.com lhal1oway(iicrowe1l.com

mro1lerarollerbauer.com rbkeinercrowe1l.com

ihi1kädowIohnes.com gmurphy(Zicrowel1.com

ggoerlich(ggh-airlaw.com anita.mosnerchklaw.com

mIbengezsr1aw.com

dwight.mooreustranscom.mil

Director of Flight Standards Service (AFS-I)Federal Aviation Administration

800 Independence Avenue, SW

Washington, DC 20591

(Via Federal Express)

Daniel E. Correll