UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, DC Issued by the Department of Transportation on June 9 , 2010 NOTICE OF ACTION TAKEN -- DOCKET S DOT - OST - 2005 - 20122 and DOT - OST - 2010 - 0 111

_______________________________________________________________________________________________________ ____________ __ This serves as notice to the public of the action described below, taken by the Department official indicated (no additi onal confirming order will be issued in this matter). 1. Docket DOT

- OST

- 2005

- 20122 Appl ication of CONTINENTAL AIRLINES, INC. (Continental), filed 4 /2 8 /20 10 for: XX Amendment of exemption under 49 U.S.C. 40109 to the extent necessary to permit Continent al to display its designator code on flights operated by its foreign code

- share partners on the following services: Scheduled foreign air transportation of persons, property, and mail between points in the United States and points worldwide on a third - cou ntry code - share basis pursuant to blanket code - sharing statements of authorization previously approved by the Department. 1 2 2. Docket DOT

- OST

- 2010

- 0 111 Joint Application of CON TINENTAL , C ONTINENTAL MICRONESIA , I NC . (Continental Micronesia), C OLGAN AIR , I NC . (Colgan), and BRUSSELS AIRLINES N.V./S.A. (Brussels Airlines) , filed 4 / 2 8 /20 10 for: Blanket s tatements of authorization to permit Continental to display the ( SN *) designator code of Brussels Airlines on Continental ’s flights and Brussels Airlines to display the (CO*) designator code of Continental on Brussels Airlines’ flights in conjunction with foreign air transportation of persons, property, and mail on flights : ( 1) between any point or points in the United States and any point or points in any E uropean Union (EU) Member State (e ither 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) betwe en U.S. points; ( 4) between EU points; (5) beyond the EU to any point or points; and (6 ) beyond the U.S. to any point or points. 3

1 The authorized foreign carriers are: Compania Panamena de Aviacion, S.A. (COPA); Air Canada; Jazz Air LP d/b/a Air Canada Jazz (Air Canada Jazz); British Midland Airways Limited d/b/a bmi (bmi); British Midland Regional Limited d/b/a bmi Regional (bmi Regional); Deutsche Lufthansa AG (Lufthansa); Lufthansa Cityline GmbH (Lufthansa Cityline); Air Dolomiti S.p.A. LARE (Air Dolomiti); Augsburg Airways GmbH (Augsburg); PrivatAir GmbH; PrivatAir S.A.; Contact Air Flugdienst GmbH & Co. (Contact Air); Eurowings Luftverkehrs AG (Eurowings); Cirrus Airlines Luftfahrtgesellschaft mbH (Cirrus Airlines) ; Asiana Airlines, Inc. (Asiana); Air New Zealand; and Scandinavian Airlines System (SAS)
. See Notice s of A ction Taken on October 21, 2009, in Dockets 2005

- 20122, DOT

- OST

- 2009

- 0173, DOT

- OST

- 2009

- 0174, and DOT

- OST

- 2009

- 0175 ; November 20, 2009, in Dockets 2005

- 20122 and DOT

- OST

- 2009

- 0277; January 26, 2010, in Dockets DOT

- OST

- 2005

- 20122 and DOT

- OST

- 2009

- 0340; and March 11, 2010, in Dockets DOT

- OST

- 2005

- 20122 and DOT

- OST

- 2010

- 0020. 2 Continental requests that its blanket code

- share exemption authority be amended to the extent necessary to permit it to also place its designator code on flights operated by Br ussels Airlines through March 5, 2011, coextensive with its existing exemption authority in Docket DOT

- OST

- 2005

- 20122. 3 The joint applicants state that unless the context of their application requires otherwise, the term “Continental” includes Continent al Micronesia and Colgan. The joint applicants note that Continental Micronesia will not place its code on flights operated by Brussels Airlines, but Brussels Airlines will place its code on flights operated by Continental Micronesia and Colgan.Applicant rep s : R. Bruce Keiner, Jr. (202) 624 - 2 500 (Continental and Continental Micronesia) , Brian T.

Hunt (901) 346 - 6145 (C olgan), and Evelyn D. Sahr (2 0 2) 659 - 6600 (Brussels Airlines) DOT Analyst: Linda L. Lundell (2 02) 366 - 2 336 D I S P O S I T I O N XX Granted (subject to conditions, see below) The above action granting amended exemption authority is effective when taken : June 9 , 2010 , through March 5 , 2011
. The above action granting blanket statements of authorization to the referenced carriers is effective: June 9 , 2010 , and will remain in effect indefinitely, subject to conditions. Action taken by: Paul L. Gre tch, Director

Office of International Aviation XX The authority granted is consist ent with the U.S. - EU Air Transport Agreement . Except to the extent exempted or waived, this authority is subject to the terms, conditions, and limitations indica ted: XX Continental ’s certificates of public convenience and necessity

XX Standard U.S. carrier exemption conditions (attached as Appendix A ) XX C onditions for statements of authorization granted here (attached as Appendix B ) XX Conditions att ached to previously granted blanket statements of authorization 4

_____________________________________________________________________________________________________________________ Remarks / Conditions : We note that Continental has conducted a safety audi t of Brussels Airlines u nder the Department’s Code

- Share Safety Audit Program, and the FAA has advised us that it has reviewed the relevant audit report and found it to be acceptable. The exemption authority granted here is for operations with the forei gn code

- share partners and affiliates named above , to include Brussels Airlines. Should Continental and any additional code

- share partner be granted statements of authorization, Continental will need to apply for exemption authority to the extent necessar y to permit Continental to display its code on flights operated by the new code

- share partner and will need to have conducted code

- share safety audits of its foreign partners prior to receipt of authority for such code

- share services.
On the basis of dat a officially noticeable under Rule 24(g) of the Department's regulations, we found Continental qualified to provide the exemption services authorized. Under authority assigned by the Department in its regulations, 14 CFR Part 385, we found that (1) our ac tion 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 regulatory action under the Energy Policy and Conservation Act of 1975. To the exte nt not granted, we denied all requests in the referenced Docket s . We may amend, modify, or revoke the authority granted in this Notice at any time without hearing at our discretion.

4 See Not ices of Action Taken dated July 9, 1998 (98

- 65 , undocketed, Continental

- COPA); October 21, 2009 (Dockets DOT

- OST

- 2005

- 20122, DOT

- OST

- 2009

- 0173, DOT

- OST

- 2009

- 0174, and DOT

- OST

- 2009

- 0175, Continental.

- Air Canada and Air Canada Jazz, Continental

- bmi and bmi R egional, and Continental

- Lufthansa , Lufthansa Cityline, Air Dolomiti, Augsburg, PrivatAir GmbH, PrivatAir S.A., Contact Air, Eurowings, and Cirrus Airlines); November 20, 2009 (Dockets DOT

- OST

- 2005

- 20122 and DOT

- OST

- 2009

- 0277, Continental

- Asiana); January 26, 2010 (Dockets DOT

- OST

2005

- 20122 and DOT

- OST

- 2009

- 0340, Continental

- Air New Zealand) ; and March 11, 2010 (Dockets DOT

- OST

- 2005

- 20122 and DOT

- OST

- 2010

- 0020, Continental

- SAS)
.Persons entitled to petition the Department for review of the action s et forth in this Notice under the

Department’s regulations, 14 CFR §385.30, may file their petitions within 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 al ter such effectiveness.

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

### Appendix A

U.S. Carrier Exemption Conditions In the conduct of the operations autho rized, the U.S. carrier applicant(s) shall: (1) Hold at all times effective operating authority from the government of each country served; (2) Comply with applicable requirements concerning oversales contained in 14 CFR 250 (for scheduled operations, if authorized); (3) Comply with the requirements for reporting data contained in 14 CFR 241; (4) Comply with requirements for minimum insurance coverage, and for certifying that coverage to the Department, contained in 14 CFR 205; (5) Except as speci fically exempted or otherwise provided for in a Department Order, comply with the requirements of 14 CFR 203, concerning waiver of Warsaw Convention liability limits and defenses; (6) Comply with all applicable requirements of the Federal Aviation Admini stration, the Transportation Security Administration, and with all applicable U.S. Government requirements concerning security, including, but not limited to, 49 CFR Part 1544. To assure compliance with all applicable U.S. Government requirements concerni ng security, the holder shall, before commencing any new service (including charter flights) to or from a foreign airport, contact its Principal Security Inspector (PSI) to advise the PSI of its plans and to find out whether the Transportation Security Adm inistration has determined that security is adequate to allow such airport(s) to be served; (7) Comply with such other reasonable terms, conditions, and limitations required by the public interest as may be prescribed by the Department of Transportation, with all applicable orders and regulations of other U.S. agencies and courts, and with all applicable laws of the United States. The authority granted shall be effective only during the period when the holder is in compliance with the conditions imposed above.

1/2008

### Appendix B The code - share operations authorized here are subject to the following conditions: (a) The statements of authorization will remain in effect only as long as (i) Continental, Continental Micronesia, Colga n, and Brussels Airlines continue to hold the necessary underlying authority to operate the code

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

- share agreement providing for the code

- share operations remains in effect. (b) Continental, Continental Micronesia, Colgan and/or Brussels Airlines, as appropriate, must notify the Department no later than 30 days before they begin any new code

- share service under the code

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

- share market added, and the date on which the service will begin. 1 Such notice should be filed in Docket DOT

- OST

- 200 5

- 20122
. (c) Continental, Continental Micronesia, and/or Brussels Airlines, as appropriate , must promptly 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 approved code

- share services. Such notice should be filed in Docket DOT

- OST

200 5

- 20122
. 2 (d) The code

- sharing operations conducted under this authority must comply with 14 CFR 257 and with any amendments to the Department’s regulations concerning code

- share arrangements that may be adopted. Notwithstanding an y provisions in the contract 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 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; that the pa ssenger 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 th e Federal 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 agreement s 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 , Continental Micronesia , or Colgan rights (including code

- s hare , fifth freedom intermediate and/or beyond rights) to serve markets where U.S. carrier entry is limited unless Continental , Continental Micronesia , or Colgan notifies the Department of their intent to serve such a market and unless and until the Depart ment has completed any necessary carrier selection procedures to determine which carrier(s) should be authorized to exercise such rights; and (ii) should there be a request by any carrier to use the limited

- entry route rights that are included in the autho rity of Continental , Continental Micronesia , or Colgan by virtue of the blanket statement of authorization granted here, but that are not then being used by Continental , Continental Micronesia , or Colgan , the holding of such authority will not be considere d as providing any preference for Continental , Continental Micronesia , or Colgan in a competitive carrier selection proceeding to determine which carrier(s) should be entitled to use the authority at issue. 3 (f) The authority granted here is specifically conditioned so that neither Continental, Continental Micronesia, Colgan nor Brussels Airlines shall give any force or effect to any contractual provisions between themselves that are contrary to these conditions. We may amend, modify, or revoke the author ity granted at any time without hearing at our discretion.

1 Pursuant to the Department’s Notice In the Matter of Blanket Notification o f Code

- Share Service to Open Skies Partners and Points dated February 9, 2009, the joint applicants have provided notification of their intent to engage in reciprocal code

- share services, beginning on or about June 1, 2010, between Open Skies points . Th e joint applicants also provided notice that, on or about June 1 , 2010, the ( CO*) code of Continental will be displayed on Brussels Airlines’ flights between Brussels, Belgium, on the one hand, and Abidjan, Ivory Coast; Bujumbura, Burundi; Conakry, Guinea; Freetown, Sierra Leone; Kinshasa, Democratic Republic of Congo; Lome, Togo; and Luanda, Angola, on the other hand. 2 We expect this notification to be received within ten (10) days after such non

- effectiveness or of such decision. 3 The notice in paragrap h (b) above can be used for this notification.