UNITED STATES OF AMERICA

DEPAR TMENT OF TRANSPORTATION

OFFICE OF THE SECRETARY WASHINGTON, DC



### Issued by the Department of Transportation on January 19, 2010

NOTICE OF ACTION TAKEN -- DOCKET DOT-OST-2009-0344

_____________________________________________________________________________________________________________________ This serves as notice to the public of the action d escribed below, taken by the Department official indicated (no additional confirming orde r will be issued in this matter).

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

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

Scheduled foreign air transportation of persons, property and mail between a point or points in the United States and a point or points in Japan, either nonstop or via an intermediate point or points in

third countries which are not listed in Continental’s certificate or exemption authority, by code-sharing on flights operated by All Nippon Airways Co., Ltd. (ANA).

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

XX Statements of authorization in order to engage in the following code-share services: 1 2 3

(A) ANA requests a statement of authorization to display Continental’s “CO” designator code on flights operated by ANA between: (i) a point or points in Japan and a point or points in the United States, either nonstop or via an intermediate point or poin ts in third countries; (ii) any points in Japan, limited to Cont inental traffic originating or te rminating outside Japan; (iii) a point or points in the United St ates and a point or points beyo nd the United States; and (iv) a point or points in Japan and a point or po ints beyond Japan on a blind sector basis.

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

States on a blind sector basis.

Applicant reps: Lorraine B. Halloway, (202) 624-2538 (Continental and Continental Micronesia), Brian T. Hunt (901) 346-6145 (Colgan), and Charles J. Simpson (202) 973-7926 (ANA)

DOT Analyst: Brett D. Kruger (202) 366-8025

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

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

3 See Appendix C for list of initial code-share points.DISPOSITION

XX Approved, subject to conditions

The above action granting exemption authority was effective when taken: January 19, 2010 , through January 19, 2012 . The above action granting statements of au thorization to the referenced carriers is

effective: January 19, 2010 , and will remain in effect inde finitely, subject to conditions.

Action taken by: Paul L. Gretch, Director

Office of International Aviation

XX The authority granted is consistent with th e 1998 U.S.-Japan Memorandum of Understanding,

as amended.

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

indicated:

XX Continental’s certificates of public convenience and necessity

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

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

__________________________________________________________________________________ On the basis of data officially noticeable under Ru le 24(g) of the Departme nt's regulations, we found Continental qualified to provide the exemption ser vices authorized. Under authority assigned by the Department in its regulations, 14 CFR Part 385, we fo und that (1) our action in this notice was consistent with Department policy; (2) grant of the exemption authority to Continental was consistent with the public interest; and (3) grant of that authority w ould not constitute a major federal 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 wh en taken, and the filing of a petition for review will

not alter such effectiveness.

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

### Appendix A

U.S. Carrier Exemption Conditions

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

(1) Hold at all times effectiv e operating authority from the govern ment of each country served;

(2) Comply with applicable requirements c oncerning oversales contained in 14 CFR 250 (for scheduled operations, if authorized);

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

(4) Comply with requirements for minimum insu rance coverage, and for certifying that coverage to the Department, contained in 14 CFR 205;

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

(6) Comply with all applicable requirement s of the Federal Aviati on Administration, the Transportation Security Administ ration, and with all ap plicable U.S. Government requirements concerning security, including, but not limited to, 49 CFR Part 1544. To assure compliance with all applicable U.S. Government requirements co ncerning security, the holder shall, before commencing any new service (includi ng charter flights) to or from a foreign airport, contact its Principal Security Inspector (PSI) to advise th e PSI of its plans and to find out whether the Transportation Security Administra tion has determined that security is adequate to allow such airport(s) to be served;

(7) Comply with such other reasonable terms, conditions, and limitations required by the public interest as may be prescribed by the Department of Transportation, with all applicab le orders and regulations of other U.S. agencies and courts, a nd with all applicable laws of the United States.

The authority granted shall be e ffective only during the period wh en the holder is in compliance with the conditions imposed above.

1/2008

### Appendix B The code-share operations authorized here are subject to the following conditions:

(a) The statements of authorization will remain in effect only as long as (i) C ontinental and ANA continue to hold the necessary underlying author ity to operate the code-share services at issue, and (ii) the codeshare agreement providing for the code -share operations remains in effect. 4

(b) Continental and/or ANA, as appropriate, must notify the Department no later than 30 days before they begin any new code-share service unde r the code-share services authorized here. Such notice shall identify the market(s) to be served, which carrier will be operating the aircraft in the code-share market added, and the date on which the service will begin. Such notice should be filed in Docket

DOT-OST-2009-0344.

(c) Continental and/or ANA, as appropriate, must pr omptly notify the Department if the code-share agreement providing for the code-share operations is no longer effective or if the carriers decide to cease operating all or a portion of the appr oved code-share services. Such no tice should be filed in Docket

DOT-OST-2009-0344. 5

(d) The code-sharing operations cond ucted under this authority must comply with 14 CFR 257 and with any amendments to the Department’s regulations concerning code-share a rrangements that may be adopted. Notwithstanding any provisions in the cont ract between the carriers, our approval here is expressly conditioned upon the requirements that the subject foreign air transportation be sold in the name of the carrier holding out such service in the comput er 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; that the passenger liability of the operating carrier be unaffected; and that the operating carrier shall not permit the code of its U.S. code-sharing partner to be carried on any flight that enters, departs, or transits the airspace of any area for whose airspace the Fede ral Aviation Administration has issued a flight prohibition.

(e) The authority to operate to third countries is subject to the condition that any service provided under

the statement of authorization shall be consistent with all applicable agreements between the United States and the foreign countries involved. Furthermore, (i) nothing in the award of this blanket statement of authorization should be construed as conferring upon Continental rights (including code-share, fifth freedom intermediate and/or beyond rights) to serve markets where U.S. carrier entry is limited unless Continental notifies the Department of its intent to serve such a market and unless and until the Department has completed any necessary carrier sel ection procedures to determine which carrier(s) should be authorized to exercise such rights; and (ii) should there be a request by any carrier to use the limited-entry route rights that are included in the authority of Continental by virtue of the blanket statement of authorization granted here, but that are not then being used by Continental, the holding of such authority will not be considered as providing an y preference for Continental in a competitive carrier selection proceeding to determine which carrier(s) should be entitled to use the authority at issue. 6

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

We may amend, modify, or revoke the authority gran ted at any time without hearing at our discretion.

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

5 We expect this notification to be received within ten (10) days after su ch non-effectiveness or of such decision.

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

### Appendix C

INITIAL LIST OF CODE-SHARE POINTS