UNITED STATES OF AMERICA

DEPARTMENT OF TRANSPORTATION

OFFICE OF THE SECRETARY WASHINGTON, DC

Reissued by the Department of Transportation on October 15, 2010***

NOTICE OF ACTION TAKEN -- DOCKET DOT-OST-2010-0256

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

Joint Application of CONTINENTAL AIRLINES, INC. (Continental) and UNITED AIR LINES, INC. (United) filed 10/12/10 for:

XX Allocation of seven (7) weekly U.S.-China combina tion frequencies to United to serve the Los AngelesShanghai market. 1 2

Applicant rep: Jeffrey A. Manley (301) 229-8517 DOT Analyst: Thuy H. Cooper (202) 366-5423

D I S P O S I T I O N

XX Granted (subject to conditions, see below)

The above action was effective when taken: October 13, 2010



### , and will remain in effect indefinitely, subject to

the conditions below. 3

Action taken by: Paul L. Gretch, Director

Office of International Aviation

XX The authority granted is consistent with the Air Transport Agreement, as amended, between the United States and the People’s Republic of China.

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

indicated: XX Holder’s certificates of public convenience and necessity

*** We are reissuing this Notice of Action Taken, origina lly issued on October 13, 2010, to reflect the route flexibility allowed under the U.S.-the People’s Republic of China Air Transport Agreement and to specify the number of frequencies remaining for allocation.

1 The Joint Applicants state that United will operate the Los A ngeles-Shanghai services and Continental will code-share on those flights using the carriers’ existing same-country code-share arrangement ( see Notice of Action Taken dated September 4, 2009, in Docket DOT-OST-2009-0193). The Joint Applicants state that both United and Continental hold the underlying economic authority to operate services over the Los Angeles-Shanghai route. The Joint Applicants note that Los Angeles-Shanghai is an authorized city pair on United’s Certificate of Public Convenience and Necessity for Route 246 ( see Docket DOT-OST-1997-3020, renewal application pending). The Joint Applicants further note that Continental holds underlying economic authority to offer service to both Los Angeles and Shanghai on separate routes ( see Order 2007-12-26 for Continental’s authority to serve Shanghai and Order 2000-8-19 for Continental’s authority to serve Los Angeles). Continental has notified the Department that it will be integra ting those two points in order to offer Los Angeles-Shanghai services by code sharing on United’s non-stop flights pursuant to Continental’s route integration authority ( see Order 2006-1-1).

2 United states that it plans to operate daily nonstop service beginning May 20, 2011.

3 Our action granting United’s current request leaves a total of 14 U.S.-China scheduled combination frequencies currently

available for allocation.Conditions: Consistent with our standard practice, the frequenc ies allocated here are subject to our standard 90-day dormancy condition, wherein any frequency not opera ted for a period of 90 days (once inaugurated and for any reason other than seasonal use) , will be deemed dormant and the allocation as to that frequency will expire automatically and the frequency will revert to the De partment for reallocation. In addition, we will allow a 10-day leeway in the proposed start-up date for United. We will allow United to inaugurate service with all of its frequ encies within 10 days of May 20, 2011 ( i.e. , by May 30, 2011), the carrier’s proposed start-up date. Any frequency not inaugurated by May 30, 2011 will revert to the Department.

The code-share operations conducted under this authorization ar e subject to the following conditions:

(a) The code-sharing operations conducte d under this authority must comply with 14 CFR 257 and with any amendment to the Department’s regulations concerni ng code-share arrangements that may be adopted. Notwithstanding any provisions in the contract betw een the carriers, our approval here is expressly conditioned upon the requirements that the subject forei gn air transportation be sold in the name of the carrier holding out such service in computer reservation systems and elsewhere; that the carrier selling such transportation (i.e., the carrier shown on the ticket) accept responsibility for the entirety of the code-share journey for all obligations established in its contract of carriage with the passenger; and that the passenger liability of the opera ting carrier be unaffected; and

(b) The authority granted here is speci fically conditioned so that neither Continental nor United shall give any force or effect to any contractual provisi ons between themselves that are contrary to these

conditions.

Remarks: We acted on this application prior to the expirati on of the answer period with the consent of all parties served.

_____________________________________________________________________________________ Under authority assigned by the Department in its regul ations, 14 CFR Part 385, we found that (1) our action was consistent with Department policy; (2) grant of the authority was consistent with the public interest; and (3) grant of the authority would not constitute a major re gulatory action under the Energy Policy and Conservation Act of 1975. To the extent not granted, we denied all requests in the referenced Docket. We may amend, modify, or revoke the authority granted in this Notice at any time without hearing at our discretion.

Persons entitled to petition the Department for review of the action set forth in this Notice under the Department’s regulations, 14 CFR §385.30, may file their petitions with in seven (7) days after the date of

issuance of this Notice. This action was effective when taken, and the filing of a petition for review will not

alter such effectiveness.

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