### BEFORE THE

**DEPARTMENT OF TRANSPORTATION**

**WASHINGTON, D. C.**

--------------------------------------------- Joint Application of :

:
AMERICAN AIRLINES, INC. :

and : DOT-OST-2010-

AIR BERLIN PLC & CO. LUFTVERKEHRS KG :

:
under l4 CFR Part 2l2 for statements of : authorization (reciprocal codesharing) :

---------------------------------------------

**JOINT APPLICATION OF AMERICAN AIRLINES, INC.**

**AND AIR BERLIN PLC & CO. LUFTVERKEHRS KG**

Communications with respect to this document should be sent to:

For Air Berlin For American Airlines

MICHELLE JOHNSON VIRASB VAHIDI
Air Berlin PLC & Co. Senior Vice President - Luftverkehrs KG Planning Corporate Director Legal American Airlines, Inc.
Saatwinkler Damm 42-43 P.O. Box 619616, MD 5434 13627 Berlin, Germany DFW Airport, Texas 75261 mjohnson@airberlin.com

EVELYN D. SAHR WILLIAM K. RIS, JR.

Eckert Seamans Cherin & Senior Vice President -
Mellott, LLC Government Affairs 1717 Pennsylvania Ave., N.W. American Airlines, Inc.

12 th 

### Floor 1101 17 th 

### Street, N.W. Washington, D.C. 20006 Suite 600 (202) 659-6622 Washington, D.C. 20036

esahr@eckertseamans.com

### KENJI C. HASHIMOTO Vice President – Strategic

Alliances
American Airlines, Inc.

P.O. Box 619616, MD 5635 DFW Airport, Texas 75261

ROBERT A. WIRICK Director, Regulatory Affairs
American Airlines, Inc.

P.O. Box 619616, MD 5635 DFW Airport, Texas 75261

(817) 963-0394

robert.wirick@aa.com

CARL B. NELSON, JR.

Associate General Counsel
American Airlines, Inc.

1101 17 th 

### Street, N.W.

Suite 600 Washington, D.C. 20036

(202) 496-5647

carl.nelson@aa.com

July 28, 2010

### BEFORE THE

**DEPARTMENT OF TRANSPORTATION**

**WASHINGTON, D. C.**

--------------------------------------------- Joint Application of :

: AMERICAN AIRLINES, INC. :

and : DOT-OST-2010-

AIR BERLIN PLC & CO. LUFTVERKEHRS KG :

:
under l4 CFR Part 2l2 for statements of : authorization (reciprocal codesharing) :

---------------------------------------------

**JOINT APPLICATION OF AMERICAN AIRLINES, INC.**

**AND AIR BERLIN PLC & CO. LUFTVERKEHRS KG**

American Airlines, Inc. (and its affiliates American

Eagle Airlines, Inc. and Executive Airlines, Inc. d/b/a American Eagle) and Air Berlin PLC & Co. Luftverkehrs KG (and its

affiliates and authorized wet-lessors Belair Airlines AG,

Germania Fluggesellschaft mbH, LGW Luftfahrtgesellschaft

Walter mbH, LTU Lufttransport-Unternehmen GmbH, NIKI Luftfahrt

GmbH, and TUIfly GmbH) hereby jointly apply for statements of

authorization in order to display the AB* code on flights

operated by American (and affiliates) and the AA* code on

flights operated by Air Berlin (and affiliates and authorized

wet-lessors).

### - 2 -

The American/Air Berlin codeshare agreement, which

provides notice of the parties’ initial codeshare service in

Annex B, is attached. We propose to implement codeshare

service as soon as all required governmental licenses are

obtained. Specifically, American and Air Berlin are seeking

the following authority.

(A) American requests a statement of authorization to

display Air Berlin’s AB* designator code in conjunction with

foreign air transportation of persons, property, and mail on

flights operated by American or American Eagle between (l)

points in the United States; (2) points in the United States

and points in Germany (either nonstop or via intermediate

points in third countries); (3) points in the United States

and points in third countries; (4) and points in Germany and

points in third countries.

(B) Air Berlin requests a statement of authorization

to display American's AA* designator code in conjunction with

foreign air transportation of persons, property, and mail on

flights operated by Air Berlin and the three affiliates named

above between (l) points in Germany; (2) points in Germany and

points in the United States (either nonstop or via intermediate points in third countries); (3) points in Germany and

points in third countries; and (4) points in the United States

and points in third countries.

### - 3 -

American holds underlying open skies certificate

authority to serve between the United States and Germany and

beyond (Route 835) granted by Order 2007-4-2, April 3, 2007.

Air Berlin holds a foreign air carrier permit to engage in

operations to the full extent of the EU-U.S. open skies

agreement granted by Order 2008-6-24, April 18, 2008.

Two of the six Air Berlin affiliates or authorized wetlessors named above presently hold economic authority from the

Department: Belair (Order 2008-8-27, August 15, 2008) and LTU

(Order 97-8-6, June 11, 1997). The others, Germania, LGW,

NIKI, and TUIfly, are separately applying for economic

authority for purposes of displaying the AA* code on flights

they operate on behalf of Air Berlin.

The blanket codeshare authorizations requested in this

joint application are fully consistent with the U.S.-EU open

skies agreement and with the public interest. See Statement

of United States International Air Transportation Policy, 60

Fed. Reg. 21841, May 3, 1995. The request is also consistent

with the Department's established policy of granting blanket

rights to codeshare partnerships in open skies regimes. See,

e.g. , Department Action, DOT-OST-2007-0078, January 7, 2008

(American and Jet Airways); Department Action, DOT-OST-99-

6544, January 7, 2000 (American and Finnair); Order 98-4-8,

April 5, l998 (United and Lufthansa).

### - 4 -

American and Air Berlin accept the Department's standard condition on third-country services. See, e.g. , Notice

of Action Taken, DOT-OST-99-5944, November 2, l999 (American/Swissair), condition (e).

Blanket authorizations are in the public interest

because they enable codeshare partners to develop the full

range of services permitted under applicable international

agreements. The services contemplated by American and Air

Berlin will provide a more efficient use of capacity in the

marketplace, and will help maximize service options available

to the traveling and shipping public.

Under the Department’s Notice in the Matter of Blanket Notification of Codeshare Service to Open-Skies Partners

and Points, February 9, 2009, American and Air Berlin hereby

provide blanket notification of their intent to engage in

reciprocal codeshare services:

► Between points in the United States and points in Germany (on a nonstop basis and intermediate routings via open skies points)

► Between points in the United States

► Between points in Germany

► Beyond Germany to open skies points

► Beyond the United States to open skies points

### - 5 -

American and Air Berlin will notify the Department no

later than 30 days before commencing codeshare services to or

from non-open skies countries. American and Air Berlin will

conduct all of their codeshare operations in compliance with

14 CFR Part 257.

In response to the Department's letter of June l, l995

to participants in the Civil Reserve Air Fleet Program,

American states that the codeshare arrangement at issue will

have no impact on American's CRAF commitments.

American and Air Berlin request that blanket statements of authorization be granted for an indefinite period,

consistent with the Department's precedent in other codeshare

dockets.

American will separately submit compliance statements

to the Federal Aviation Administration concerning codeshare

safety audits of Air Berlin and its affiliates or wet-lessors.

The FAA has rated Germany as a Category 1 country.

American and Air Berlin request expedited consideration of this joint application so that the initial phase of

AA/AB* and AB/AA* codeshare program may be implemented without

delay.Execution Copy

AA

- AB CSA Redacted 

### CONFIDENTIAL

CODESHARE AGREEMENT

between

AMERICAN AIRLINES, INC.

and

AIR BERLIN PLC & CO. LUFTVERKEHRS KGAA

- AB CSA Redacted i TABLE OF CONTENTS

1. DEFINITIONS

................................ ................................ ................................ ................................ . 1

2. CODESHARE SERVICE

................................ ................................ ................................ ................ 1

3. IMPLEMENTATION AND EXPEN SES

................................ ................................ ....................... 4

4. INVENTORY CONTROL AND PROCEDURES

................................ ................................ .......... 5

5. MARKETING AND PRODUCT DISPLAY

................................ ................................ .................. 6

6. TRAFFIC DOCUMENT ISSUANCE AND FINANCIAL SETTLEMENT

................................ .. 7

7. FACILITIES

................................ ................................ ................................ ................................ .... 8

8. TRAINING

................................ ................................ ................................ ................................ ...... 8

9. SECURITY

................................ ................................ ................................ ................................ ...... 9

10. SAFETY AND MAINTENANCE

................................ ................................ ................................ .. 9

11. FREE AND REDUCED RATE TRANSPORTATION

................................ ................................ 10

12. OTHER MARKETING PROGRAMS

................................ ................................ .......................... 10

13. TRADEMARKS AND CORPORATE IDENTIFICATION

................................ ......................... 10

14. REPRESENTATIONS AND WARRANTIES

................................ ................................ .............. 11

15. GOVERNMENTAL APPROVALS

................................ ................................ .............................. 12

16. TERM

................................ ................................ ................................ ................................ ............ 13

17. INDEMNIFICATION

................................ ................................ ................................ .................... 16

18. INSURANCE

................................ ................................ ................................ ................................ . 18

19. TAXES

................................ ................................ ................................ ................................ ........... 19

20. JOINT MANAGEMENT COMMITTEE

................................ ................................ ...................... 21

21. FORCE MAJEURE

................................ ................................ ................................ ....................... 21

22. G OVERNING LAW AND DISPUTE RESOLUTION

................................ ................................ . 22

23. COVENANT TO COMPLY WITH ALL LAWS

................................ ................................ ......... 23

24. PUBLICITY

................................ ................................ ................................ ................................ ... 23

25. CONFIDENTIALITY

................................ ................................ ................................ .................... 23

26. ASSIGNMENT

................................ ................................ ................................ .............................. 24

27. SEVERABILITY

................................ ................................ ................................ ........................... 25

28. EXCLUSIVITY

................................ ................................ ................................ ............................. 25

29. FURTHER ASSURANCES

................................ ................................ ................................ .......... 26

30. MISCELLANEOUS

................................ ................................ ................................ ...................... 26

31. NOTICES

................................ ................................ ................................ ................................ ....... 28AA

- AB CSA Redacted 1 CODESH ARE AGREEMENT

This CODESHARE AGREEMENT (this “ Agreement ”), dated as of July 26 , 20 10 , is

between American Airlines, Inc ., a corporation organized under the laws of the State of Delaware, United States of America, having its principal office at 4333 Amon C arter Boulevard, Fort Worth, Texas 76155 United States of America (“ American ”),

and Air Berlin PLC & Co. Luftverkehrs KG , a limited partnership organized under the

laws of Germany , having its principal office at Saatwinkler Damm 42

- 43, 13627 Berlin,

German y (“ Air Berlin ”)

In consideration of the mutual covenants and promises in this Agreement, American and Air Berlin hereby agree as follows:

1. DEFINITIONS

1.1 Terms with their initial letters capitalized shall have the meanings as cribed 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 of such terms. Ame rican and Air Berlin 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 IATA Resolution 780 Interline 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 , in which case this Agreement shall prevail

.

2. CODESHARE SERVICE

2.1 The Parties shall , from time to time, mutually designate certain flights on which the Parties shall place th eir respective Codes (each, a “ Codeshared Flight ”), which may include flights operated by their Authorized Affiliates and Authorized Wet Lessors, serving the city

- pairs (each city

- pair, a “ Codeshared Route ”) identified in writing by the

Parties from time t o time without formally amending this Agreement. The initial list of

Codeshared Routes on which the Parties and their Authorized Affiliates and Authorized Wet Lessors may codeshare is attached hereto as Annex B

.

2.2 Detailed procedures for implementing thi s Agreement will be set forth in the Procedures Manual, which will be prepared by the Parties in conjunction with this Agreement. The Procedures Manual, including any amendments or supplements thereto agreed in writing

between the Parties from time to tim e, shall be incorporated by reference into and made a part of this Agreement; provided, however, that the terms of this Agreement shall prevail in the event of a conflict between a provision of this Agreement and any provision of the

Procedures Manual.AA

- AB CSA Redacted 2 2.3 T he 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 own passengers 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 Cod eshared Flights, including baggage services, are detailed in Annex C and the Procedures Manual.

2.4 The Parties shall use commercially reasonable efforts to coordinate their service schedules to maximize the convenience, and minimize the waiting time of pas sengers making connections between the Codeshared Flights and other flights operated by the Parties; provided, however, that neither Party is obligated to operate specific flights or service schedules and each Party retains the right to determine the servi ce schedules of its own flights.

2.5 The Parties may add or discontinue Codeshared Flights, as may be mutually agreed, without formally amending this Agreement. In addition, e ither Party may, in its sole discretion, discontinue Codeshared Flights without fo rmally amending this agreement. The Parties agreement to effect such changes shall be evidenced by both the Marketing Carrier and the Operating Carrier publishing such changes in the Airline Guides, CRSs or Reservations Systems. The Operating Carrier res erves the right to discontinue any specific route, flight number, equipment or schedule. In the event of such discontinuation, the Operating Carrier shall notify the Marketing Carrier as soon as reasonably possible and the Marketing Carrier 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. Upon the effectiveness of a discontinuation and/ or the publication of such change i n the Airline G uides, CRSs or Reservation Systems, in each as case as provided herein, the definition of Codeshare d Flights and this Agreement shall be deemed amended accordingly.

2.6 Except as otherwise provided in the Procedures Manual, 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 sam e policies and procedures to avoid any discrimination against a Codeshared Passenger;

(b) at its own cost and expense, accommodate , offer assistance and/or pay compensation as may be required under applicable law

, including but not limited to Regulation (EC) No. 261/2004 of 11 February 2004

, for denied boarding of a Codeshared Flight, a cancellation of a Codeshared Flight, or a delay of a Codeshared Flight, or otherwise compensate Codeshared Passengers, in the same manner as its own passengers and subject to t he provisions of the Procedures Manual and Applicable Law ; provided that to the extent such flight cancelation,

schedule irregularity, involuntary rerouting or denied boarding is caused by the Marketing Carrier, the Marketing Carrier shall reimburse the Op erating Carrier

for the cost of any accommodation and/or assistance provided and/or compensation paid to any Codeshared Passenger(s) as provided in this Section 2.6(b) and as required by the Marketing C arrier’s C onditions of C arriage and/or Applicable Law ; andAA

- AB CSA Redacted 3 (c) notify the Marketing Carrier in accorda nce with the Procedures Manual.

2.7 The Conditions of Carriage of the Marketing Carrier, including its limits of liability to passengers, shall govern the transportation of Codeshared Passengers, and the Conditions of Carriage of the Operating Carrier, including its limits of liability to passengers, shall apply to those passengers traveling on the Codeshared Flights under the Code of the Operating Carrier. The respective Conditions of Carriage of the Parties shall be notified to the passengers to the extent and in the manner required by Applicable Law, rules and regulations. Notwithstanding anything in this Section 2.7 , the liability of the Parties to

each other with res pect to passenger claims shall be governed by 17 Sections and 18

.

2.8 (a) The Party that is the Operating Carrier (or whose Authorized Affiliate or

Authorized Wet Lessor i s the Operating Carrier) shall ensure that each Codeshared Flight shall be operated under its operating certificate or under the operating certificate of an Authorized Affiliate or Authorized Wet Lessor.

(b) If there is a change in the carrier scheduled to operate a Codeshared Flight, the Operating Carrier shall promptly notify the Marketing Carrier of such change. The Marketing Carrier shall take all appropriate steps to ensure that Codeshared Passengers are notified of the change as soon as possible. If the Operating Carrier fails to notify the Marketing Carrier of a change or a change occurs within 36 hours of scheduled departure, the Marketing Carrier shall be deemed to have insufficient time to notify Codeshared Passengers of the change. The

Marke ting Carrier may thereupon continue to notify Codeshared Passengers of the change in accordance with its customer service policies if it is able to do so but the Operating Carrier shall take primary responsibility for notifying all Codeshared Passengers st ill booked under the Marketing Carrier Code of the change at time of check

- in. In the event re

- accommodation is necessary either

because the substituted carrier is not an Authorized Affiliate or Authorized Wet Lessor, or because a Codeshared Passenger who is notified of such a change elects not to travel on the substituted carrier, the notifying carrier shall at its own cost and expense re

- accommodate the Codeshared Passenger unless the passenger seeks a refund in which event the Marketing Carrier shall be responsible for making such refund in accordance with its fare rules, conditions of carriage and Applicable Law.

2.9 Notwithstanding anything in this Agreement to the contrary the Operating Carrier may, at its sole discretion, operate any or all of the Code shared Flights with aircraft operated under the operating certificate of a third party carrier (an “ Authorized Wet Lessor ”)

, that is not an Authorized Affiliate, and wetleased by such Authorized Wet Lessor to the Operating Carrier for the purpose of operat ing such Codeshared Flights (such Codeshared Flights hereafter to be referred to as “ Wetleased Codeshared Flights ”); provided, however, that with respect to any Authorized Wet Lessor (i) prior to operating any such Wetleased Codeshared Flights such Authori zed Wet Lessor shall be approved by the Marketing Carrier in writing, which approval may be withheld in the Marketing Carrier’s sole discretion, (ii) the Operating Carrier and such Authorized Wet Lessor shall comply

with all Applicable Law s with respect to such Wetleased Codeshared Flights, (iii) the applicability of this Section 2.9 shall be subject to the Parties receiving all Governmental Approvals with regard to such Wetleased Codeshared Flights and to a successful completion of the IATA Operational Safety Audit (IOSA) registration by such

Authorized Wet Lessor or such Authorized Wet Lessor passing a Marketing CarrierAA

- AB CSA Redacted 4 Review (as defined below) , (iv) the Marketing Carrier may withdraw any approval as provided in Section 2.9 (i) at any time in its sole discretion, and (v) such Wetleased Codeshared Flights (if any) shall be subject to all of the terms and conditions of this Agreement as if they are operated with aircraft operated under the operating cert ificate of the Operating Carrier itself. Notwithstanding anything herein to the contrary, (x) in the event the Authorized Wet Lessor does not successfully complete the IOSA registration or after initial successful completion of the IOSA registration at an y time during the term of this Agreement does not maintain the IOSA registration or does not successfully complete any follow

- up audits as required by the IOSA rules and regulations (as they are in force from time to time), the Marketing Carrier shall have the right, at the sole cost of the Operating Carrier, to conduct a reasonable safety and/or service review of the Authorized Wet Lessor’s operations, manuals, and procedures reasonably related to the Wetleased Codeshared Flights (the “ Marketing Carrier Re views ”), at such intervals as the Marketing Carrier shall reasonably request; and (y) nothing in this 2.9 Section shall prevent the Marketing Carrier from, at its sole discretion and at its sole cost and expense, performing additional safety audits of such Authorized Wet Lessor and the aircraft to be used for the operation of such Wetleased Codeshared Flights and the Operating Carrier shall use reasonable efforts to cause the Authorized Wet Lessor to agree to such additional safety audits; provided, however, that such Marketing Carrier Reviews and additional safety audits shall be performed at reasonable times and within a reasonable timeframe and without interrupting the Authorized Wet Lessor’s operations.

3. IMPL EMENTATION AND EXPENSES

3.1 Implementation of this Agreement shall be subject to the following conditions precedent:

(a) the execution of a Special Prorate Agreement and a Mutual Emergency Assistance Agreemen t, in form and substance satisfactory to American and Air

Berlin ;

(b) receipt by American and Air Berlin of all necessary Government Approvals;

(c) successful completion by Air Berlin of the IATA Operational Safety Audit (IOSA) registration;

(d) su ccessful implementation and testing of codeshare (EDIFACT) and passenger processing automation.

3.2 Each Party shall bear its own costs and expenses of performance under this Agreement, including, without limitation, costs and expenses associated with the fol lowing, 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 maint enance thereof, and

(b) roadside, exterior, check

- in, concourse, gate and baggage service signage placed at airports and city ticket offices in locations served by the Codeshared Flights in order to facilitate travel on the Codeshared Flights.AA

- AB CSA Redacted 5 3.3 Each Party sh all retain all right, title and interest in systems, software, signage, equipment and facilities funded by it. Ownership of jointly funded items shall be determined by the Parties in advance of each specific project.

4. INVENTORY CONTROL AND PROCEDURES

4.1 The availability of Marketing Flights will be controlled by standard AVS (availability status) of the Operating Carrier. The Marketing Carrier will have access to the Operating Carrier’s local inventory cl ass availability through an automated computerized interface, which both Parties will maintain throughout the term of this Agreement, to expedite the sale of seat inventory on the Codeshared Flights. Detailed procedures for implementing and maintaining se at inventory access are contained in the Procedures Manual.

4.2 The Parties will map inventory classes of the Marketing Carrier to inventory classes of the Operating Carrier for the Codeshared Flights, in accordance with the Procedures

Manual. The Parties wi ll endeavor to map the average coupon value of the Marketing Carrier’s inventory classes to comparable classes of the Operating Carrier to provide similar access for bookings made by the Marketing Carrier for passengers yielding comparable revenue values; it being understood, however, that the Operating Carrier retains ultimate control over the opening, closing and other management of seat inventory availability on Codeshared Flights. Each Party shall use commercially reasonable efforts to provide equal in ventory access to Codeshared Passengers in inventory classes where such passengers yield comparable revenues as the Operating Carrier’s passengers.

4.3 This Section 4.3 shall govern the published fares of the Marke ting Carrier offered on Codeshared Flights as follows:

(a) For Routes served by only one Party, or its Affiliates, fares and fare rules filed by the Marketing Carrier for codeshare itineraries will match those of the Operating

Carrier.

(b) For Routes served by both Parties or their Affiliates, the fares and fare rules filed by the Marketing Carrier will match either those filed for its own flights or those filed by the Operating Carrier.

(c) For Routes where one Party, or its Affiliates, offers non

- stop service a nd the other Party, or its Affiliates, offers connecting service, the Marketing Carrier on

the non

- stop service will match the fares and fare rules filed by the Operating

Carrier on the non

- stop service.

(d) For Routes where the Marketing Carrier on a one

- sto p service also operates its

own non

- stop service, the Marketing Carrier will match either the fares and fare

rules of the one

- stop operator or apply the fares and fare rules of its own non

- stop
service.

(e) In the event of the Marketing Carrier’s breach of Se ctions 4.3 (a)

, (b)

, (c) or (d)

, the Operating Carrier shall have the right, in its sole discretion, after three ( 3 ) day’s prior written notice to the Marketing Carrier, to , in the event such breach is

not waived or cured, restrict or close the inventory access of the Marketing Carrier or remove the Code of the Marketing Carrier from the flight(s) in question, or to temporarily remove its own Code from the flight(s) operated byAA

- AB CSA Redacted 6 the defaulting Party on the Routes wh ere the breach occurred until such time as the Marketing Carrier is in compliance with the relevant section

.

(f) Nothing in this Agreement shall prevent the Marketing Carrier from (i) initiating and operating its own service in any origin and destination cit y pair at any time; or (ii) offering any fare(s), discount(s) or rebate(s) of any kind for interline itineraries valid on airlines, other than American or Air Berlin , on any origin and destination city pair.

4.4 Each Party shall establish fares and rates inde pendently, subject to the provisions of Applicable Law, including the applicable air transport agreements between the United

States and Germany and/or the European Union , as applicable , on the one hand, and the governments of any country to which the Parti es 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, and any othe r applicable rules regarding the disclosure and holding out of Codeshared Flights provided for herein

, to the extent such rules apply to a Codeshared Flight . The Marketing Carrier shall disclose to the extent required by Applicable Law through industry

ap proved schedule and selling mechanisms (as defined in the Procedures Manual), 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

C odeshared Flight is a flight of and operated by the Operating Carrier. Such information shall be given before a reservation is made and in any 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 p oint of sale.

5.2 The Marketing Carrier shall identify the Codeshared Flights, in accordance with Applicable Law, in Airline Guides, CRSs, Reservations Systems and other sources of airline schedule information using the Marketing Carrier’s Code. Any costs in curred for the publication of Marketing Flights or connections to and from such flights in Airline Guides, CRSs, Reservation Systems and other sources of airline schedule information shall be borne by the Marketing Carrier. Each Party shall include the Co deshared Flights in its Reservations Systems.

5.3 If the Marketing Carrier is not authorized to offer air transport services in a particular local Codeshared Route, the Marketing Carrier shall file its standard schedule data for the Codeshared Flights on such Codeshared Route using the traffic restriction code “O” or “Y” (or any successor code), as appropriate, as defined in the IATA Standard Schedules Information Manual, Appendix G, in order to suppress the display of the Marketing Carrier’s Codeshared Flight s on such local Codeshared Route(s) (i.e., the Marketing Carrier’s Codeshared Flights on such route will be limited to passengers connecting online to another flight marketed and/or operated by the Marketing Carrier).AA

- AB CSA Redacted 7 5.4 Unless otherwise agreed, all informat ion and advertising materials produced with the aim of promoting the Codeshared Flights shall clearly identify both Parties. All joint advertising and promotion of the Codeshared Flights shall be subject to prior agreement

between the Parties and the cost s 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 operat ions (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 suc h documents

as 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 Flight Coupons. Su ch Marketing Carrier Flight Coupons will be prorated and billed according 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 P rorate Manual

- Passenger (“ IATA PMP ”), as applicable.

(b) If the Operating Carrier does not have an interline traffic agreement with a Ticketing Carrier that issued a Marketing Carrier Ticket, and is unable to obtain satisfactory settlement, the Operating Carr ier may bill such coupon to the Marketing Carrier as an exceptional item (i.e., via correspondence) and such coupons shall be valued for billing and proration purposes according to the IATA

PMP.

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

un satisfactory settlement.

6.3 For Codeshared Flights, the Operating Carrier shall on a monthly basis determine the gross prorated value (as determined in accordance with Section 6.2(a) ) of Marketing Carrier Flight Co upons uplifted by it during the previous month and calculate the commission (the “ Codeshare Commission ”) by multiplying such coupon values by the applicable commission percentages set forth in Annex E . The Operating Carrier shall

credit the account of the Marketing Carrier for the aggregate Codeshare Commission through the IATA Clearing House. The Operating Carrier shall provide supporting dataAA

- AB CSA Redacted 8 to the Marketing Carrier no later than thirty (30) days after the end of the clearance month (e.g., if the Opera ting Carrier were to issue an October 20 10 clearance month

credit to the M arketing Carrier on November 23, 20 10 , then supporting data should be provided to the Marketing Carrier by November 30, 20 10 ). The Marketing Carrier shall be entitled to review and, if appropriate, dispute, via correspondence, the Operating Carrier’s calculation of the Codeshare Commission; provided, however, the Operating Carrier must receive note of such dispute within six (6) months from the relevant clearance month. Any resulti ng payments will be processed through the IATA Clearing

House.

6.4 The Ticketing Carrier, whether it be the Marketing Carrier, the Operating Carrier or a

third

- party, shall receive the standard industry Interline Service Charge and/or Ticket Handling Fee, as may be appropriate.

6.5 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 Carrier hereby waives endorsement requirements for the Operating Carrier with respect to all Marketing Carrier Flight Coupons, including: (i) all Marketing Carrier Flight Coupons for use on Codeshared Flights operated by Air Berlin between the United

States and Germany , or within Germany , issued on American

- A A (001) ticket stock, or on other ticket stock, but naming American in the Carrier Code Box, and (ii) all Marketing Carrier Flight Coupons for use on Codeshared Flights operated by American within the United States, or within the Americas (i.e., North Amer ica, South America, Central America and the Caribbean), issued on Air Berlin ( 745 ) ticket stock, or on other ticket stock, but naming Air Berlin in the Carrier Code Box. Unless otherwise agreed in writing by the Parties, such waiver shall be effective thi rty (30) days before the Implementation Date, and shall remain in effect for ninety (90) days after the Termination Date of this Agreement to facilitate the reaccommodation of any Codeshared Passengers ticketed for travel after the Termination Date.

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

6.7 In a sufficient amount of time before the Implementation Date, 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. 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 signs identifying the Operating Carrier and the Marketing Carrier, as appropriate, to facilitate passenger convenience and to

avoid passenger confusion at airports served by the Codeshared Flights. The Parties shall cooperate on the placement of such signs, subject to the approval of the relevant airport authority or other lessors.

8. TRAINING

8.1 Except as oth erwise agreed, each Party shall provide or arrange, at its own cost and expense, all initial and recurring training of its personnel to facilitate the Codeshared Flights and operations at airports served by the Codeshared Flights, includingAA

- AB CSA Redacted 9 reservations an d ticket offices, and other points of contact between the Parties and the public. This training shall include passenger service, reservations and sales activities,

and in

- flight service involving the Codeshared Flights, all as more fully described in the

Procedures Manual.

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 to any 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, provided that such security programs shall, at a minimum, comply with the standards set forth by the relevant Competent Authorities and be reasonably acceptable to the Marketing Carrier, with the understanding that safety and security are of the utmost importance to both carriers. Such provisions may include any then applicable procedures used for the physical sc reening of passengers, baggage or cargo, interviewing of passengers, and/or selective loading of baggage or cargo.

9.3 The checking of the travel documents of each Codeshared Passenger and the handling of Codeshared Passengers who are Inadmissible Passengers (as such term is defined in IATA Resolution 701, as modified, supplemented or amended from time to time) shall be done in accordance with the procedures outlined in the Procedures Manual.

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 high standards of safety, security and loss prevention policies on the Codeshared Flights as on its own flights. Emergency support shall, at a minimum, be in accordance with the Mutual Emergency Assistance Agreement in force between the Parties.

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 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 t he Operating Carrier’s operations, manuals, and procedures reasonably related to the Codeshared Flights (the “ Marketing Carrier

Reviews ”), at such intervals as the Marketing Carrier shall reasonably request. The Marketing Carrier Reviews shall be coordina ted 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 obligationsAA

- AB CSA Redacted 10 under this Agreement. NOTWIT HSTANDING 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 LIA BILITY ON THE

PART OF THE MARKETING CARRIER FOR THE OPERATING CARRIER’S

OPERATIONS.

11. FREE AND REDUCED RATE TRANSPORTATION

Unless otherwise provided by relevant agreements between the Operating Carri er and other parties, including the Marketing Carrier, neither the Marketing Carrier, nor the Operating Carrier, nor any third party, shall be entitled to ticket industry non

- revenue or discounted (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 such industry non

- revenue or discounted travel, except at the Operating Carrier’s expense.

12. OTHER MARKETING PROGRAMS

12.1 The Frequent Flyer Participating Carrier Agreements shall govern the participation of each Party in the other Party’s frequent flyer program.

12.2 The Parties will provide the Marketing Carrier’s First and Business Class Codeshared Passengers with access to the Operating Carrier’s airport lounge on the day of their departure pursuant to the lounge access agreement to be negotiated by the Parties in good faith. In the case of First and Business Class Codeshared Passengers traveling under Air

Berlin ’s Code, access will be provided to Admirals Club lounges on the day of their departure. Similarly, First and Business Class Codeshared Passengers traveling under

American’s Code will have access to Air Berlin’s lounge (and other premium class lounges tha t Air Berlin may currently have or hereafter develop) on the day of their departure. [REDACTED]

13. TRADEMARKS AND CORPORATE IDENTIFICATION

13.1 Neither Party hereto shall use any of the other Pa rty’s or such Party’s respective Affiliates’ names, logos, logotype, insignia, service marks, trademarks, trade names, copyrights, corporate goodwill or other proprietary intellectual property, including without limitation the names “American Airlines, Inc .”, “American Airlines”, “American”, “American Eagle”, “AAdvantage”, “ Air Berlin PLC & Co. Luftverkehrs

KG ”, “ Air Berlin ”, “ LTU ” , “Niki” “Belair” or “ topbonus ” in any marketing, advertising or promotional collateral, including without limitation credit car d and telecom solicitations, except where each specific use has been approved in advance by the other Party. When such approval is granted, either 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.

13.2 Except as expressly provided herein, no right, property, license, permission or interest of

a ny kind in the use of any name, logo, logotype, insignia, service mark, trademark, trade name, copyright, corporate goodwill or other proprietary intellectual property owned byAA

- AB CSA Redacted 11 either Party or its respective Affiliates is intended to be given to or acquire d by the other Party, its agents, servants or other employees by the execution or performance of this Agreement.

13.3 Each of Air Berlin and American 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 of such Party, except as set forth herein. Each of

Air Berlin and American 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 Air Berlin and American hereby grants to the other, a non

- exclusive, non

- transferable, royalty

- free

licens e for the term of this Agreement to use their respective service marks (“ Air Berlin ”

for Air Berlin and “American Airlines” for American, each a “ Licensed Trademark ”), subject to the terms and conditions set forth in this Section 13 . 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 and the Frequent Flyer Participating Carrier Agreement s

.

13.4 Each P arty 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 SM or other symbol, as appropriate, and reference a legend in dicating that “ Air Berlin is a service mark of Air Berlin PLC & Co.

Luftverkehrs KG ” or “American Airlines is a service mark of American Airlines, Inc.”, as the case may be, or similar words to that effect.

13.5 Each Party agrees that all advertising and promo tional materials bearing the Licensed Trademarks 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

.

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

13.7 Notwithstanding the foregoing, each of the Parties may, without prior approval, use the other Party ’s Licensed Trademarks solely for purposes of complying with any applicable

laws or regulations impos ing a duty to clearly identify the operating carrier

.

13.8 Each Party is responsible for providing to its own authorized agents and airport locations the agree d promotional materials bearing the Licensed Trademarks.

14. REPRESENTATIONS AND WARRANTIES

14.1 Each of Air Berlin and American hereby represents and warrants to the other as follows:AA

- AB CSA Redacted 12 (a) It is a duly incorporated or organized and validly existing corporation, in good standing under 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 or organization ; and has the requisite c orporate 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 execut ed 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 public 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, rule or regulation binding on it, or (B) any provision of its Charter, Certificate of Incorporation, Bylaws or other documents of corporate gov ernance; 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

Affiliate s, 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 regi stration 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

th an the Governmental Approvals (to be obtained by it, as indicated in Annex F ), except where failure to obtain or take such action would not have a material adverse effect on it or a material adverse effect on the transactions contemplated in this Agreement

.

(d) Each of the foregoing representations and warranties shall survive the execution and delivery of this Agreement.

15. GOVERNMENTAL APPROVALS

15.1 The Codeshared Flights shall not commence until all required Governmenta l Approvals are received. Each Party shall use all commercially reasonable efforts to obtain those Governmental Approvals for which it has been allocated responsibility under Annex F

, and any other Governmental Approvals that may hereafter be identified.

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

Codeshared Routes listed in Annex B , the Parties shall 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.

15.3 If the Parties obtain none of the Governmental Approvals required for the Codeshared

Routes listed in Annex B within [REDACTED] of the Effective Date,AA

- AB CSA Redacted 13 or if all of such Governmental Approvals are given with substantial unfavorable restrictions or conditions (each Party to determine in its sole discretion the reasonableness of such restrictions or conditions), the Parties shall negotiate in good faith to find an equitable solution to enable the commencement of the Codeshared Route(s). If a solution cannot be formulated within ninety (90) days following commencement of such negotiations, either Party may terminate this Agreement upon thirty (30) days’ pri or written notice to the other Party.

15.4 Each Party shall 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, i ncluding 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.

16. TERM

16.1 This Agreement shall become effe ctive on the date first written above (“ Effective

Date ”) and shall remain in effect until terminated pursuant to Section 15 (Governmental Approval), 16.2 Section (Termi nation Events), 21 Section (Force Majeure) or 27 Section (Severability), or Annex B ( Codeshared Flights ) or Annex C ( Ground/In

- Flight Services )

. Implementation of this Agreement shall be on the Implementation Date, subject to the Parties’ execution of the Mutual Emergency Assistance Agreement.

16.2 In addition to any other termination rights provided herein, th is Agreement may be

terminated as follows:

(a) at any time by mutual written consent of the Parties hereto;

(b) at any time after [REDACTED] of the Effective D ate by either Party upon prior written notice to the other Party, such notice to be served no

earlier than [REDACTED] of the Effective Date and having effect

no earlier than [REDACTED] in which the notice of termination is given to the other Party;

(c) 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 pursu ant to this Agreement), including a failure to comply with any material obligations and procedures set forth in the Procedures Manual, provided

that the non

- breaching Party provides the breaching Party prior written notice describing the alleged breach wit h as much particularity as reasonably practicable. Termination under this 16.2(c) Section shall not be effective if the breaching Party corrects such breach within [REDACTED] following receipt of

such notice. If such breach cannot be corrected within [REDACTED] 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 [REDACTED] to correct the breach, provided that the breaching Party has taken action reasonably contemplated to correct such breach following receipt of the notice;AA

- AB CSA Redacted 14 (d) by the non

- breaching Party upon the breach of a payment obligation under

S ection 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 Party, after the

non

- breaching Party provides the breaching Party at least [REDACTED] prior written notice describing, with as much particularity as practical, the alleged breach, and the breaching Party does not, within [REDACTED] following receipt of such notice, correct such breach;

(e) at any time by either Party upon wri tten notice if the other Party (i) makes an assignment for the benefit of creditors; (ii) suspends the payment of or admits in writing its inability to pay, or generally fails to pay, its debts as they become due; (iii) has suspended (as declared by a clea ring house) its transactions with banks and/or other financial institutions or proposes or commences a moratorium upon or extension or composition of its debts; (iv) has issued against it any writ, execution, process or abstract of judgment that may have a material adverse effect on it and that is not dismissed, satisfied or stayed within [REDACTED] ; or (v) files a petition for bankruptcy, composition, corporate reorganization, corporate liquidation, arrangement or special liquidation proceedings; or (vi)

c eases all or a substantial part of its operations (other than due to Force Majeure

as defined in Section 21 ); or

(f) by either Party upon [REDACTED] prior written notice following receipt by such Party of written notice from the other Party (i) that such other Party has merged or consolidated with or into any other Person or entity, except where the shareholders of such Party immediately after the merger or consolidation (as measured on the d ay immediately prior to the effective date of such merger or consolidation) continue to own [REDACTED] of its voting stock and, if the Party hereto is not the surviving entity, the surviving entity assumes all of the obligations and responsibilities of the Party under this Agreement; (ii) that such other Party has sold or otherwise transferred all or substantially all of its assets to any other Person or entity; (iii) that such other Party has had [REDACATED] or more of its voting stock acquired , directly or indirectly, by a third

- party (or third

- parties acting as a group) in one or a series of transaction and, as a result, such third

- party (or group) has the right to direct the management and policies of the Party, or (iv) that more than [REDAC TED] of its voting stock is owned at any time by a Person, entity or group that held [REDACTED] or less immediately prior to such time of determination; provided that a Party may not terminate this Agreement pursuant to this Section 16.2(f) in the eve nt that the Person or entity involved in the respective events causing the right to terminate pursuant to this Section 16.2(f), as applicable, is [REDACTED] ; and provided further that each Party undertakes to promptly notify the other in writing of an occurrence of any of the events specified in this Section 16.2(f)

.

(g) Throughout the Term, either Party has the right to suspend performance of or terminate 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:

(i) 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 ; provided that inAA

- AB CSA Redacted 15 order to terminate this Agreement purusuant to this Se ction 16.2(g)(i) the other Party needs to have reason to believe that such Party has not acted in accordance with the applicable safety and security regulations ;

or

(ii) the other Party has received from any relevant Competent Authority

notice that it has fai led to comply with applicable safety or security requirements; or

(iii) the United States Department of Transportation (DOT), the United States Department of Defense (DOD) or the United States Department of Homeland Security (DHS), or the counterpart authoritie s in Germany

, has ordered in writing or orally that the Marketing Carrier’s Code be removed from Codeshared Flights or Codeshared Routes operated by the Operating Carrier for any reason whatsoever; or

(iv) the civil aviation authority of Germany or the United States, as applicable, 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 Germany receiving a rating of Category 2 from the Federal Aviation Administration (FAA), or the United States receiving an equivalent rating from counterpart authorities in Germany , respectively.

If a Party suspends this Agreement pursuant to this Section, as soon as the reason fo r the suspension no longer exists it shall notify the other Party and this Agreement will recommence within thirty (30) days after the date of notice under the same terms and conditions, or under amended terms and conditions in accordance with Section 30.1 . 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

, provided that a termination pursuant to Section 16(g)(i) shall be subject to the additional condition provided therein . If this Agreement is suspended or terminated pursuant to this 16.2(g) Section

, 16.3 Sections through 16.4 shall apply.

16.3 Subject to Section 16.4 , in the event of termination of this Agreement the Marketing Carrier shall, in its sole discretion, unless termination is pursuant Section 16.2(f) or Annex C or Annex D , take all reasonable actions to confirm and preserve reserva tions on the Operating Carrier for passengers scheduled to be traveling on Marketing Carrier Tickets and, as applicable, endorse or otherwise modify or reissue such tickets to permit use on the Operating Carrier. The Operating Carrier shall accept passeng ers traveling on such tickets as if such reservations had been booked through the Operating Carrier using ordinary interline procedures but giving effect to the revenue settlement methodology provided for in Section 6 of this Agreement.

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

Section 16.2(d) or 16.2(e) , 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 to other carriers or making other alternative arrangements.AA

- AB CSA Redacted 16 17. INDEMNIFICATION

17.1 Without prejudice to any other written agreement or arrangement of either Party to indemnify the other Party, the Party that is the Operating Carrier (or whose Authorized

Affiliate or Au thorized Wet Lessor is the Operating Carrier) shall indemnify, defend, and hold harmless the Marketing Carrier and its Affiliates and their respective directors, officers, employees and agents (each individually, or all collectively a, “ Marketing

Carrier I ndemnified 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 occurring in connection with) any of the following:

(a) the death of or injury to or delay of pers ons, 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 a voidance 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 that apply or may purport to apply);

(b) the death of or injury to, or loss or dama ge 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 the Operating Carrier related to its obligations under this Agreement, o ther than Damages to the extent addressed in

Section 17.1 (a) or (b) or 17.2 Section (a) or (b) ;

(d) the Operating Carrier’s breach of any of its representations or warranti es set forth

in Section 14 of this Agreement; or

(e) infringement of a third

- party’s intellectual property or similar rights by the Operating Carrier’s logos, trademarks, service marks or trade names.

PROVIDED THA T, the Operating Carrier shall not be required to indemnify any Marketing Carrier Indemnified Party for any liability arising from the Marketing Carrier Indemnified Party’s or willful misconduct. THE OPERATING CARRIER

UNDERSTANDS AND ACKNOWLEDGES THAT UND ER THE CIRCUMSTANCES

ADDRESSED BY SECTIONS 17.1 (a) AND 17.1 (b) , IT WILL BE REQU IRED TO

INDEMNIFY A MARKETING CARRIER INDEMNIFIED PARTY AGAINST

DAMAGES ARISING FROM SUCH MARKETING CARRIER INDEMNIFIED PARTY’S OWN NEGLIGENCE (BUT NOT WILLFUL MISCONDUCT).

17.2 Subject to the indemnities provided in Section 17.1(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 harm less the Operating Carrier and its Affiliates and their respective directors, officers, employees, and agents (each individually an, or collectively the, “ Operating 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 occurring in connection with) any of the following:AA

- AB CSA Redacted 17 (a) the death of or injury to or delay of persons, or delay or loss of or damage to property (including aircraft, equipment, bag gage, 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 willful misconduct of the Marketing Carrier;

(b) the death of or inj ury 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, but only to the extent caused by the willful misconduct of the Marketing Carrier;

(c) negligent acts or omissions of the Marketing Carrier that are related to its obligations under this Agreement, other than Damages to the extent addressed in

Section 17.1(a) or (b) or 17.2 Section (a) or (b) ;

(d) passenger claims based on the Marketing Carrier’s failure to properly issue, deliver and complete transportation documentation in accordance with the provisions of the standard IATA or other applicable ticketing pro cedures, including, without limitation, the failure to put a proper notice of the limits of liability under the Warsaw Convention, as amended, or the Montreal Convention of 1999, as amended, on such documentation (it being understood that in ticketing Code shared 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 17.2 (d) for that portion of any Damages that is in excess of the Damages against which the Operating Carrier would have been required to indemnify the Marketing Carrier under 17.1(a) Section if the Marketing Carrier had properly complied with all IATA ticketing procedures;

(e) the Marketing Carrier’s breach of its representations or warranties set forth in

Section 14 of t his Agreement; or

(f) infringement of a third

- party’s intellectual property or similar rights by the Marketing Carrier’s logos, trademarks, service marks or trade names.

17.3 A Party (the “ Indemnified Party ”) that believes it is entitled to indemnification from t he other Party (the “ Indemnifying Party ”) pursuant to the terms of this Agreement with respect to a claim for Damages (i.e., a third

- party claim) shall provide the Indemnifying Party with written notice (an “ Indemnification Notice ”) of such claim (provided

, however, that the failure to give such notice shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that such failure is materially prejudicial to the Indemnifying Party), and the Indemnifying Party shall be obligated and entitled, at its own cost and expense and by its own legal advisors, to control the defense of or to settle any such third

- party claim. The Indemnifying Party shall have the right to elect to settle any such claim for monetary Damages only, subject t o the consent of the Indemnified Party; provided, however, if the Indemnified Party fails to give such consent to a settlement that has been agreed upon by the Indemnifying Party and the claimant in question within twenty (20) days of being requested to do so, the Indemnified Party shall assume the defense of such claim or demand and regardless of the outcome of such matter, the Indemnifying Party’s liability hereunder shall be limited to the amount of any such proposed settlement. If the Indemnifying Part y fails to take any action against theAA

- AB CSA Redacted 18 third

- party claim that is the subject of an Indemnification Notice within thirty (30) days of receiving such Indemnification Notice, or otherwise contests its obligation to indemnify the Indemnified Party in connectio n therewith, the Indemnified Party may, upon providing prior written notice to, but without the further consent of, the Indemnifying Party settle or defend against such third

- party claim for the account, and at the expense, of the Indemnifying Party. Exce pt as set forth in this Section 17.3 , the Indemnified Party shall not enter into any settlement or other compromise or consent to a judgment with respect to a third

- party claim to which the Indemnifying Party has an indemnity obligation without the prior written consent of the Indemnifying Party.

17.4 Each Indemnified Party shall have the right, but not the duty, to participate in the defense of any claim with attorneys of its own choosing and at its own cost, without relieving the Indemnifying Party of any obligations hereunder. In addition, even if the Indemnifying Party assumes the defense of a claim, the Indemnified Party shall have the right to assume control of the defense of any claim from the Indemnifying Part y at any time, and to elect to settle or defend against such claim; provided, however, the Indemnifying Party shall have no indemnification obligations with respect to such claim except for the costs and expenses of the Indemnified Party (other than attorn eys’ fees incurred in participating in the defense of such claim) incurred prior to the assumption of the defense of the claim by the Indemnified Party.

17.5 Each Party further agrees to indemnify, defend and hold harmless the other Party from and against any and all Taxes (as defined in Annex A ), or assessments, as the case may be, levied upon or advanced by the Indemnified Party, but that ultimately the Indemnifying Party would be responsible for paying, which resulted from any transaction or activity contem plated by this Agreement.

17.6 The rights and obligations of the Parties under this Section 17 shall survive the Termination Date or expiration of this Agreement.

18. INSURANCE

18.1 The Operati ng Carrier shall procure and maintain for the benefit of the Marketing Carrier during the term of this Agreement with insurance carriers of known financial responsibility, insurance of the type and in the amounts listed below:

(a) Third Party Legal Liability in respect of all operations, including but not limited to aircraft (owned and non

- owned) liability (including risks hijacking and allied perils), passenger baggage and personal effects, funeral and repatriation expenses, all reasonable expenses arising ou t 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 products and completed operations . This insurance must be p rimary without right of contribution from any insurance carried by the Marketing Carrier to the extent of the indemnity specified in Section 17.1 , and shall (i) name the Marketing Carrier and the Marketing Carrie r Indemnified Parties as additional insureds to the extent of the protections afforded the Marketing Carrier under the indemnity specified in 17.1 Section , (ii) contain a severability of interest clause

and a bre ach of warranty clause in favor of the Marketing Carrier, (iii) specifically insure the Operating Carrier’s indemnification obligations under this Agreement to the full extent of the coverage provided by the Operating Carrier’sAA

- AB CSA Redacted 19 policy or policies, and (iv) contain a provision stating that the Operating Carrier’s policy or policies are automatically amended to comply with the laws and regulations of any local, federal, or other governmental authority having jurisdiction over aircraft operated by the Operatin g Carrier.

(b) The Operating Carrier shall maintain a combined single limit of liability of not

less than USD [REDACTED] per any one occurrence for each aircraft, including bodily injury, death, personal injury, property damage, passenger (including

Codeshare d Passengers and other revenue and non

- revenue passengers) legal liability and war and allied perils combined, over all coverages and in the aggregate as applicable, but (i) personal injury limited to [REDACTED] per offense and in the annual aggregate ex cept with respect to passengers (including Codeshared Passengers and other revenue and non

- revenue passengers), and (ii) war and allied perils may be subject to an annual aggregate limit.

(c) Hull all risk insurance, including war risk, and such policy shall include a waiver of subrogation in favor of the Marketing Carrier to the extent of the indemnity specified in Section 17.1

.

(d) Worker’s compensation and employer’s liability insurance, or such other similar or equi valent insurance carried outside of the United States, in accordance with applicable statutory limits.

18.2 The Operating Carrier shall provide the Marketing Carrier with certificates of insurance evidencing such coverage no less than thirty (30) days prior t o the commencement of the first Codeshared Flight, and thereafter within five (5) Business Days 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 thirty (30) days’ advance written notice to the Marketing Carrier and that the Marketing Carrier shall be notified of any expiration or renewal of such coverage. The notice period in respect of war and allied perils coverage shall be seven (7) days or such lesse r period as is or may be available in accordance with the policy providing such coverage.

19. TAXES

19.1 Subject to Section 19.4 , 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.

19.2 The Party that acts as the Ticketing Carrier in respe ct 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 isAA

- AB CSA Redacted 20 the Marketing Carrier or a third

- party, the Operating Carrier shall report and issue a debit invoice to the Ticketing Carrier through the IATA Clearing House for any interli neable 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 du e or payable on or measured by passenger enplanement and payable or remittable by the Operating Carrier or the Marketing Carrier in accordance with industry guidelines outlined in the IATA Revenue Accounting Manual (IATA

- RAM).

19.3 Notwithstanding the provisio ns of Section 19.2 , if the Ticketing Carrier is prohibited by law from collecting certain Ticket Taxes in the country where tickets are sold or where travel documents are issued, then the Ticketing Carrier is rel ieved only from collecting such Ticket Taxes so prohibited by law and shall notify the Operating Carrier within thirty (30) days of the enactment of such laws which Ticket Taxes it is prohibited from collecting and render reasonable assistance to the Opera ting Carrier so that procedures can be implemented to collect such Ticket Taxes from the passenger.

19.4 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 withholding, provi ded however, that the Payor shall

, if possible

, inform the Payee in writing with at least forty five (45) days’ advance notice of its intent to withhold the Taxes and the legal basis for such withholding. The Payor shall inform the Payee:

(a) within fifteen (15) days of receipt by the Payor of any directives that may be given to the Payor by such taxation authority and affect this Agreement or the transactions contemplated hereunder ; and

(b) within fifteen (15) days of payment by the Payor to the relevant taxati on authority the amounts withheld by Payor.

19.5 For U.S. income tax purposes, Air Berlin shall annually and timely furnish American, a valid, completed and duly executed U.S. Federal Form W

- 8BEN (Ownership, Exemption, or Reduced Rate Certificate) or such othe r forms as the U.S. Internal Revenue Service may require from time to time, so that American may report any relevant transactions arising under this Agreement and, if applicable, substantiate an exemption from any obligation on American’s part with respect to any income tax withholding or reporting obligations on payments made to Air Berlin . In the event the Payor is required to withhold taxes under the procedures of Section 19.4 , the Payor shall provide to the P ayee within thirty (30) days of such withholding a tax receipt and copies of any support for the payment as may be necessary to support a claim by the Payee of a foreign tax credit under Applicable Laws.

19.6 If either Party receives notice from any taxation a uthority with respect to any assessment or potential assessment or imposition of any Tax (collectively, an “ Assessment ”) relating to this Agreement, that the other Party may be responsible for paying, directly or indirectly, the Party so notified shall inf orm the other Party in writing within ten (10)AA

- AB CSA Redacted 21 days of 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 entit led to be indemnified against such Assessment in accordance

with Section 17.5 . The Indemnifying Party shall have the option to defend or contest such Assessment in accordance with the procedures set forth in 17 Sec tion

.

20. JOINT MANAGEMENT COMMITTEE

20.1 Coincident with the execution of this Agreement, American and Air Berlin will create a joint management committee (the “ Commit tee ”). American and Air Berlin will each designate two (2) management representatives to the Committee and each will have the right to replace its management designees at any time upon prior written notice to the other Party. The Committee will endeavor to meet annually (in person or by telephone) at a mutually agreed time and location and will meet at such additional times as it determines appropriate for the performance of its responsibilities or as reasonably requested by either Party. Each meeting wi ll be conducted in accordance with an agenda to be determined as described below. Either Party may place an item on the agenda of any meeting of the Committee.

20.2 The Committee will oversee the management of the transactions and relationships contemplated i n this Agreement, and, in that capacity, will review the planning and implementation of the cooperative services of American and Air Berlin , and their respective airline Affiliates. The Committee will, as part of its responsibilities, monitor

customer ser vice quality, system development, performance of Codeshared Flights, marketing approach and techniques, shared use of facilities, frequent flyer arrangements, and all other aspects of the implementation, operation, and compliance with this Agreement, the F requent Flyer Participating Agreements, and the Lounge Access Agreement, and any other marketing agreements between the Parties (e.g., cargo, alliance)

, if any . The Committee will consider ways to improve the performance and efficiency of the cooperative services to reduce costs and to increase the benefits afforded

to American and Air Berlin by the relationship. The Committee will also actively consider, and endeavor to develop, opportunities for expanding the scope of the relationship between the Partie s and their respective Affiliates. Areas for further cooperation may include, but are not limited to, ground handling, joint purchasing of fuel and other items, facilities consolidation, maintenance, insurance, and the provision of management services and systems by American and/or Air Berlin and their respective Affiliates. The Committee will resolve any differences between the Parties on a fair and amicable basis. In performing its responsibilities, the Committee will be mindful of, and will comply wit h, all laws and regulations applicable to American and Air Berlin

, including, without limitation, laws and regulations governing competition between

American and Air Berlin

.

21. FORCE MAJEURE

21.1 Except with respect to the perf ormance of payment, confidentiality, and indemnity obligations, which shall be unconditional under this Agreement, neither Party shall be liable for delays in or failure to perform under this Agreement to the extent that such delay or failure (an “ Excusabl e Delay ”) (a) is caused by any act of God, war, act of terrorism, natural disaster, strike, lockout, labor dispute, work stoppage, fire, serious accident, epidemic or quarantine restriction, act of government or any other cause,

whether similar or dissimil ar, beyond the control of that Party; and (b) is not the result ofAA

- AB CSA Redacted 22 that Party’s lack of reasonable diligence. If an Excusable Delay continues for thirty (30) days or longer, the non

- delayed Party shall have the right, at its option, to terminate this Agre ement with respect to the affected Codeshare Routes by giving the delayed Party at least thirty (30) days’ prior written notice.

22. GOVERNING LAW AND DISPUTE RESOLUTION

22.1 This Agreement shall in all re spects be governed by and construed in accordance with the laws of the State of New York (without regard to its conflict of laws principles) including all matters of construction, validity and performance.

22.2 All disputes arising out of or in connection with this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the “ Rules ”) by a panel of arbitrators appointed in accordance with such Rules. The arbitration panel shall consist of three (3) arbitrators who are knowledgeable about the legal, marketing, and other business aspects of the airline industry, and fluent in the English language. The arbitration may be conducted by only one (1) arbitrator if Air Berlin and American agree

in advance of the arbitr ation on a mutually acceptable individual. The arbitration proceedings shall take place in New York, New York, and shall be conducted in the English language.

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

District C ourt for the Southern District of New York and of any State Court sitting in New York, for purposes of enforcing any arbitral award or for other legal proceedings arising out of this Agreement or any transactions contemplated in this Agreement. Each Party , to the fullest extent it may effectively do so under substantive governing 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 jurisdicti on 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.

22.4 Each Party irrevocably designates, appoints, authorizes and empowers as its agent for service of process the S ecretary of State of the State of New York or C.T. Corporation System at its offices presently located at 111 Eighth Avenue, New York, NY 10011, to receive and acknowledge on behalf of such Party any process, notices, or other documents that may be served in any suit, action, or proceeding of the nature referred to

in this Section 22 in any State or Federal court sitting in New York. Each Party has empowered the Secretary of State of the State of New York or C.T. Corporation System as its agent for service of process by the granting of power of attorney. Such designation and appointment will continue unless and until notice is given. Nothing in this

22 Section affects the right of any Party to serve process in any manner permitted by law, or limits any right that any Party may have to bring proceedings against the other Party in the courts of any jurisdiction or to enforce in any lawful manner a judgment obtained in

one jurisdiction in any other jurisdiction.

22.5 Air Berlin and American each acknowledge that the transactions contemplated in this Agreement involve commercial activity carried on in the United States of America. To the extent that either Party or any of its p roperty is or becomes entitled at any time to any immunity on the grounds of sovereignty or otherwise, including under the Foreign Sovereign Immunities Act of 1976 of the United States of America, from any legal action, suit, arbitration proceeding or othe r proceeding, from set

- off or counterclaim,AA

- AB CSA Redacted 23 from the jurisdiction of any court of competent jurisdiction, from service of process, from attachment prior to judgment or after judgment, from attachment in aid of execution or levy or execution resulting from a decree or judgment, from judgment or from jurisdiction, that Party for itself and its property does hereby irrevocably and unconditionally waive all rights to, and agrees not to plead or claim any such immunity with respect to its obligations, liabilitie s or any other matter arising out of or in connection with this Agreement or its subject matter. The foregoing waiver and agreement is not subject to withdrawal in any jurisdiction.

23. 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, Germany, the European Union and all third countries

, including , without limitations, 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 Homeland Security and the counterpart agencies in Germany . Each Party further agrees to participate in (i)} the Advance Passenger Information System ( “ APIS ” ) program whereby the Operating Carrier will,

upon request, supply U.S. Customs and Border Protection (“ CBP ”) with the required passenger manifest data from its flight(s) inbound to and outbound from the United States at the time of departure; (ii) the U.S. Department of Homeland Security (“ DHS ”)

Electron ic System for Travel Authorization (“ ESTA ”), (iii) the DHS Secure Flight

program, and (i v ) any program of U.S. Citizenship and Immigration Services (“ USCIS ”) (if any) whereby the Operating Carrier is allowed to transport passengers in transit

without visas (“ TWOV ”) via designated U.S. ports of entry to a third country.

23.2 If either Party has notice that a provision of this Agreement is contrary to any Applicable Laws or governmental regulations, that Party shall immediately notify the other Party in writing, such notice to include a description of the perceived violation of regulation and supporting written materials that facilitate the other Party’s investigation of such perceived violation and , after such investigation and good faith consultations between th e Parties , to be completed within a reasonable period of time under the specific circumstances of the perceived violation

, either Party will be relieved of its obligations to comply with such provision of this Agreement to the extent that such provision is contrary to any Applicable Laws or governmental regulations, subject to Section 27

hereof

.

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 Par ty 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 Pa rtyAA

- AB CSA Redacted 24 (including its Affiliates) received directly or indirectly as a result of this Agreement. If a Party (the “ Disclosing Party ”) is requested to disclose any Confidential Information of the other Party (the “ Affected Party ”) under the terms of a subpoena or order issued by a court or governmental body, it shall (a) notify the Affected Party immediately of the existence, terms, and circumstances surrounding such request, (b) consult with the Affected Party on the advisability of taking legally available st eps to resist or narrow such request, and (c) if any disclosure of Confidential Information is required to prevent 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 disclose and 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 Confident ial 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 Representat ives to treat such Confidential Information in a manner

consistent with this Section 25.1

.

25.2 Within ninety (90) 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 , ex cept with respect to system back up copies, 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 and provided that in any event one copy of this Agreement and any reports, invoices or other communications between the Parties given i n connection with the negotiation or performance of this Agreement may be retained by the Party’s legal department

.

25.3 Each Party acknowledges and agrees that in the event of any breach of this Section 25

, the Affe cted 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 injunctio ns (without the posting of any bond and without proof of actual Damages) to prevent breaches or threatened breaches of this 25 Section and/or to compel specific performance of this 25 Section

.

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 five (5) 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 Amer ican and Air Berlin may assign, subcontract or delegate any of its rights, duties or obligations under this Agreement to any of its Affiliates provided that such assignment and/or delegation shall not relieve American or Air Berlin of any of its obligation s under this Agreement.AA

- AB CSA Redacted 25 27. SEVERABILITY

If any provision of this Agreement is or becomes illegal, invalid or unenforceable under the law of any jurisdiction, such provision shall be severed from this Agreement in the juri sdiction in question and shall not affect the legality, validity or enforceability of the remaining provisions of this Agreement nor the legality, validity or the enforceability of such provision under the law of any other jurisdiction; unless, in

the reas onable opinion of either Party, any such severance affects the commercial basis of this Agreement, in which case the Party shall so inform the other Party and the Parties shall negotiate in good faith to agree upon modification of this Agreement so as to m aintain the balance of the commercial interests of the Parties. If, however, such negotiations are not successfully concluded within ninety (90) days from the date a Party has informed the other that the commercial basis has been affected, either Party

ma y terminate this Agreement by giving at least thirty (30) days’ prior written notice to the other Party.

28. EXCLUSIVITY

28.1 This Agreement is non

- exclusive and does not preclude either Party from entering into or maintaining mark eting relationships, including codesharing, with other airlines, except

that:

(a) During the term of this Agreement, Air Berlin shall not, and shall cause its

Affiliates not to:

(i) place the Air Berlin Code or any Affiliate’s Code, on any flight operated by any air carrier domiciled in the United States, other than American and its Affiliates, without American’s prior written consent; or

(ii) permit any air carrier domiciled in the United States, other than American and its Affiliates, to place its Code on any flig ht operated by

Air Berlin or any Affiliate of Air Berlin , without American’s prior

written consent.

(b) During the term of this Agreement, American shall not, and shall cause its

Affiliates not to:

(i) place the AA Code or any Affiliate’s Code on any flight oper ated by any

air carrier domiciled in Germany , Austira or Switzerland , other than Air

Berlin and its Affiliates, without Air Berlin ’s prior written consent; or

(ii) permit any air carrier domiciled in Germany , Austria or Switzerland

, other than Air Berlin and i ts Affiliates, to place its Code on any flight operated by American or any Affiliate of American, without Air Berlin ’s prior written consent.

28.2 The foregoing Section 28.1 shall not apply to:

(a) codeshared arrangemen ts currently in force between each of Air Berlin and

American and third

- parties, and any future renewals or modifications of such commitments;

(b) codeshared arrangements with air carriers that provide only air cargo services (i.e., no commercial passenger ai r transport services); orAA

- AB CSA Redacted 26 (c) codeshared arrangements with any member of the one worldTM Alliance or any of

its Affiliates or franchisees

.

29. FURTHER ASSURANCES

29.1 Each Party shall perform such further acts and execute and del iver such further instruments and documents at such Party’s cost and expense as may be required by Applicable Law, rules or regulations or as may be reasonably requested by the other to carry out and effectuate the purposes of this Agreement.

29.2 If and to th e extent the transactions or activities contemplated by this Agreement require the cooperation or participation of an Affiliate or an Authorized Wet Lessor that is not a party hereto, then its Parent Carrier shall cause such Affiliate or Authorized Wet Les sor to cooperate or participate in such transaction or activity. Without limiting the generality of the foregoing, if such Affiliate or Authorized Wet Lessor operates as an Operating Carrier in connection with this Agreement and is not a party to a separa te codesharing agreement or addendum hereto with respect to such operations, its Parent Carrier shall cause it to comply with all obligations imposed on an Operating Carrier hereunder as if such Affiliate or Authorized Wet Lessor were a party hereto. The Parent Carrier shall be jointly and severally obligated and liable with such Affiliate or Authorized Wet Lessor for all such obligations, including, without limitation, the indemnity and insurance requirements of this Agreement. In addition, the Parent Ca rrier shall cause such Affiliate or Authorized Wet Lessor 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, wit hout limitation, execution of an addendum providing for such Affiliate or Authorized Wet Lessor to become a party to this Agreement.

30. MISCELLANEOUS

30.1 This Agreement contains the entire agreement between the Parties relating to its subject matter, and supersedes any prior understandings or agreements between the Parties regarding the same subject matter (including the Confidentiality Agreement between the Parties, as it relates to codeshared services between the Parties

, date d June 3, 2010 ). This Agreement may not be amended or modified except in writing signed by a duly authorized Representative of each Party.

30.2 The relationship of the Parties hereunder shall be that of independent contractors. Neither Party is intended to h ave, 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 required b y this Agreement or as otherwise permitted in writing. Nothing in this Agreement shall be construed to create between the Parties and/or the Parties’ Representatives any partnership, joint venture, employment relationship, franchise or agency (except that the Operating Carrier shall have supervisory control over all passengers during any Codeshared Flight, including any employees, agents or contractors of the Marketing Carrier who are on board any such Codeshared Flight).

30.3 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 orAA

- AB CSA Redacted 27 omission of the Party requesting a change or amendment to this Agreement, and which change has a material adve rse effect on either Party to this Agreement, then American or

Air Berlin 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 modify in any way the transactions or relationships contemplated in this Agreement. However, neither American nor Air Berlin will have any obligation, for any reason, to effect such an amendment.

30.4 All rights, remedies and obligations of the Parties he reto shall accrue and apply solely to the Parties hereto and their permitted successors and assigns; there is no intent to benefit any third

- parties, including the creditors of either Party.

30.5 This Agreement may be executed and delivered by the Parties in separate counterparts, each of which when so executed and delivered shall be an original, but all of which taken together shall constitute one and the same instrument.

30.6 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 any single 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 or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not 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 be construed as a waiver or as a relinquishment for the future of such term, provision, option, right or remedy, but the same shall continue and r emain 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.

30.7 This Agreement is the product of negotiations between Air Berlin and American, and shall be construed as if jointly prepared and drafted by them, and no provision hereof shall be construed for or against any Party by reason of ambiguity in language, rules of construction against the drafting Party, or similar doctrine.

30.8 Al though 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.

30.9 Neither Party shall be liable for any e xemplary, punitive, special or consequential Damages, including lost revenues, lost profits or lost prospective economic advantage, arising from 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 INDEMNIFY THE 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.AA

- AB CSA Redacted 28 31. NOTICES

Unless otherwise expressly required in this Agreement or the Procedures Manual, 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 properly given and received: (i) when d elivered, if delivered in person (and a signed acknowledgment of receipt is obtained); (ii) three (3) Business Days after dispatch, if dispatched by a recognized express delivery service that provides signed acknowledgments of receipt; (iii) seven (7) Busi ness Days after deposit in the applicable postal service delivery system; or (iv) if transmitted by facsimile, upon completion of transmission and upon confirmation by the sender (by a telephone call to a Representative of the recipient or by machine confi rmation) that the transmission was received. For the purposes of notice, the addresses of the Parties shall be as set forth below; provided, however, that either Party shall have the right to change its address for notice to any other location by giving a t least three (3) Business Days prior written notice to the other Party in the manner set forth above.

If to American Airlines, Inc.: 4333 Amon Carter Blvd., MD 5635 Fort Worth, Texas 76155 , USA Attention: Managing Director

– Strategic Alliances Resp onsible for Air Berlin Codeshare

Facsimile: [REDACTED] Telephone: [REDACTED]

with a copy to: 4333 Amon Carter Boulevard, MD 5675 Fort Worth, Texas 76155

Attention: Corporate Secretary

Facsimile: [REDACTED] Telephone: [REDACTED]

If to Air Ber lin PLC & Co. Luftverkehrs KG:

Saatwinkler Damm 42

- 43 13627 Berlin, Germany

Attention: Management

Facsimile: [REDACTED] Telephone: [REDACTED]

[remainder of page left intentionally blank]AA

- AB CSA Redacted A 1 ANNEX A

DEFINITIONS

“ Affec ted Party ” has the meaning assigned to such term in Section 25.1

“ Affiliate ” means, with respect to any Person or entity, any other Person or entity (i) directly or indirectly controlling, controlled by, or unde r common control with, such Person or entity ; provided that for purposes of this Agreement the Parties specifically agree that Niki Luftfahrt GmbH shall be considered an

Affiliate of Air Berlin . For purposes of this definition, “control” (including “contr olled 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 through the ownership of voting securities, by

contract or otherwise. .

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

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

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

“ABC Wor ld Airlines Guide,” and their respective successors.

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

“ Applicable Law ” means all applicable laws of any jurisdiction including securities laws, tax laws, tariff and trade laws, ordinanc es, 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.

“ Asse ssment ” has the meaning assigned to such term in Section 19.6

“ ATPCO ” means the Airline Tariff Publishing Company. .

“ Authorized Affiliate ” means with respect to American, American Eagle Airlines, Inc., Executive Airlines, Inc. and any air carrier operating flights with American’s Code under the AmericanConnection ®
brand name, currently Chautauqua Airlines, Inc.

, and with respect to Air Berlin

, (i) LTU Lufttransport

Unternehmen GmbH ; and (ii) Belair Airlines AG an d Niki Luftfahrt GmbH

, subject to successful completion of the IATA Operational Safety Audit (IOSA) registration or completion of a Marketing

Carrier Review to the reaosnable satisfaction of American

.

“ Authorized Wet Lessor ” has the meaning assigned to suc h term in Section 2.9

“ Business Day ” means any day other than a Saturday, Sunday or other day in which banking instit utions in New York, New York USA, or Berlin, Germany , are required by law, regulation or executive order to

be closed. ; provided that, TUIfly

GmbH

, LGW Luftfahrtgesellschaft Walter mbH and Germania Fluggesellschaft mbH shall be considered Authorized Wet Lessors of Air Berlin for purposes of this Agreement, subject to succes sful completion of the IATA Operational Safety Audit (IOSA) registration or completion of a Marketing Carrier Review to

the reasonable satisfaction of American

.

“ Carrier Code Box ” means (i) for paper tickets, the field containing the two character airline designator

code as defined in IATA Resolut ion 727, or (ii) for electronic (or e

- ) tickets the three alphanumericAA

- AB CSA Redacted A 2 characters contained in the “Sold Airline Designator (Marketing Carrier)” field as defined in IATA

Resolution 722f.

“ CBP ” means U.S. 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.

“ Codeshare Commission ” has the meaning assigned to such term in Section 6.2

“ 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. as the same may be

amended from time to time

.

“ Committee ” has the meaning assigned to such term in Section 20.1

“ Competent Authorities ” means any supranational, national, federal, state, county, local, regulatory or municipal government body, bureau, commission, board, board of arbitration, instrumentality, authority, agency, court, department, ins pectorate, 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 tariffs 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 of a 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 o r “PNR” data) and computer procedures and access codes; (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 c ontractual, legal or fiduciary obligation to the Party whose information is being disclosed; (iii) information that is or becomes generally available to the public, other than as a result of disclosure by a Party in violation of this Agreement; or (iv) inf ormation that has been or is independently acquired or developed by a Party, or its Affiliate, without violating any of its obligations under this Agreement. For purposes of (ii) above, this provision shall not apply if the receiving Party knew or should h ave known, that such third Person is or may be prohibited from transmitting such information as a result of a contractual, legal or fiduciary obligation to the Party whose information is being disclosed.

“ 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.AA

- AB CSA Redacted A 3 “ Damages ” means all third party claims, suits, causes of action, penalties, liabilities, judgments, demands, recoveries, awards, sett lements, penalties, fines, losses and expenses of any nature or kind whatsoever ( excluding internal expenses of the Indemnified Party, such as employee salaries and the

internal costs of cooperating in the investigation, preparation or defense of claims) u nder 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 f or expert witnesses, consultants and litigation support services.

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

“ Effective Date ” has the meaning assigned to such term in .

Section 16.1

“ Excusable Delay ” has the meaning assigned to such term in .

Section 21

“ Frequent Flyer Participating Carrier Agreements ” means the agreements, from time to time, between

the Parties relating to the participation of one Party in the other Party’s frequent flyer program. .

“ Germany ” means the Federal Republic of Germany.

“ Governmental Approvals ” means any authorizations, licenses, certificates, exemptions, designations, or other approvals of Competent Authorities that are reasonably required (in the opinion of either Party) for the operation of the Codeshared Flights.

“ IATA ” means the International Air Transport Association.

“ IATA Clearing House ” means the clearing house established by IAT A to administer and implement revenue settlement by reference to the Revenue Accounting Manual published by IATA.

“ IATA PMP ” has the meaning assigned in

“ Implementation Date ” means the date of the first codeshare service operated under this Agreement

. Section 6.2 (a).

“ 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 Se ction 17.3

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

Section 17.3

“ Indemnifying Party ” has the meaning assigned to such term in .

Section 17.3

“ Interline Service Charge ” means the payment by the carrier lifting the ticket to the Ticketing Carrier, according to the industry program for compensation for the Ticketing Carrier’s commission sales costs currently set forth in IATA Passenger Services Conference Resolutions 780b and 780d. .

“ Licensed Trademark ” has the meaning assigned to such term in Section 13.3

“ Lounge Access Agreement ” means the agreement, if any, betwe en the Parties relating to the access to a Party’s airport lounges by the other Party’s Codeshared Passengers traveling on a Codeshared Flight. .AA

- AB CSA Redacted A 4 “ Marketing Carrier ” means the air carrier whose Code is shown in the Carrier Code Box of a flight coupon for a C odeshared Flight but which is not the Operating Carrier.

“ Marketing Carrier Flight Coupon ” means a flight coupon (electronic or paper) 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 (i) in the carrier code box in the case of a paper ticket, and (ii) in the transporting carrier field in the case of an electronic ticket.

“ 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

“ Marketing Carrier Ticket ” means a ticket issued by the Marketing Carrier, Oper ating Carrier or a

third

- party that contains at least one Marketing Carrier Flight Coupon. .

“ Marketing Flight(s) ” means a Codeshared Flight when displayed, sold, or referred to as a flight of the Marketing Carrier rather than a flight of the Operating Carr ier, such as when using the Marketing Carrier’s name, designator Code and/or flight number.

“ 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.

“ one worldTM Alliance ” means the globally branded multilateral airline alliance in which American participates.

“ Operating Carrier ” means the air carrier having operational control of an aircraft used for a given Codeshared Flight.

“ Opera ting Carrier Indemnified Party” has the meaning assigned to such term in Section 16.2

“ Normal Fare ” has the meaning assigned to such term in the IATA Prorate Manual Passenger Part 1,

Section E. .

“ Parent Carrier ” means American or Air Berlin , when referenced in relation to another carrier that is not a party to this Agreement and to which American or Air Berlin , as applicable, is Affiliated or from whom it wet leases aircraft, as applicable.

“ Party ” or “ Parties ” m eans either or both of American and Air Berlin , as the context requires.

“ Payee ” has the meaning assigned to such term in Section 19.4

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

Section 19.4

“ Person ” means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization. .

“ Procedures Manual ” means a detailed procedures manual prepared by the Parties f or implementing the transactions contemplated by this Agreement.

“ Representatives ” has the meaning assigned to such term in Section 25.1

.AA

- AB CSA Redacted A 5 “ Reservations System ” means the internal computerized airline passenger or cargo reservations system used by the personnel of an airline that contains information about flight schedules, fares, cargo rates, passenger and cargo tariff rules 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 22.2

“ Special Prorate Agreement ” means any bilateral agreement, from time to time, between the Parties

re lating to the proration of interline revenue. .

“ Taxes ” means all taxes, assessments, fees, levies, imposts, duties, stamp taxes, documentary taxes or other charges of a similar nature, including, without limitation, income taxes, value

- added taxes, sales

ta xes, excise taxes, transactional taxes, exchange control taxes and/or fees, and interest and penalties related to the foregoing, but excluding Ticket Taxes, that may be imposed by any Competent Authority

“ Termination Date ” means 23:59 Coordinated Universal Standard Time on the date provided in the notice of termination given in accordance with Section 16.1

“ Ticketing Carrier ” means a carrier whose traffic documents are used to issue a ticket. .

“ Ticket Handling Fee ” means the payment by the carrier lifting the ticket to the Ticketing Carrier for expenses incurred as a result of issuing the ticket. Such payment is a percentage, agreed upon bilaterally by the Parties, of the prorated value billed by the carrier that lifted the 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 subdivi sion 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 indu stry standard. Ticket Taxes together with the taxes referred to in Section 19.1

“ TWOV ” means a carrier’s ability to transport passengers in transit without visas via de signated U.S. ports of entry to a third country. are collectively referred to as

“Taxes”.

“ $ ” or “ US$ ” 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, the District of Columbia

and the Commonwealt h of Puerto Rico.

“ USCIS ” means U.S. Citizenship and Immigration Services.

“ Wetleased Codeshared Flights ” shall have the meaning assigned to such term in Section 2.9

.AA

- AB CSA Redacted B 1 ANNEX B

CODESHARED ROUTES

The Parties shal l mutually designate certain flights serving the Codeshared Routes shown below on which the Parties shall place their respective Codes. The implementation date for each Codeshared Route shall

occur on a date to be mutually agreed by the Parties , subject t o obtaining all Governmental Approvals. In the event that all Governmental Approvals have not been obtained 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 m utually agreed by the Parties, but not later than [REDACTED] after the date all Governmental Approval are received by the Parties for each such Codeshared Route.

Codeshared Routes

Origin Destination Operating Carrier

N ew York JFK (JFK) Duesseldorf (DUS) Air Berlin Miami (MIA) Duesseldorf (DUS) Air Berlin Miami (MIA) Berlin Tegel (TXL) Air Berlin Los Angeles (LAX) Duesseldorf (DUS) Air Berlin San Francisco (SFO) Duesseldorf (DUS) Air Berlin Fort Myers (RSW) Duesseld orf (DUS) Air Berlin Frankfurt (FRA) Hamburg (HAM) Air Berlin Frankfurt (FRA) Berlin Tegel (TXL) Air Berlin Frankfurt (FRA) Vienna (VIE) NIKI Zuerich (ZRH) Hamburg (HAM) Air Berlin Zuerich (ZRH) Berlin Tegel (TXL) Air Berlin Zuerich (ZRH) Vienna (VI E) NIKI Duesseldorf (DUS) Barcelona (BCN) Air Berlin Stuttgart (STR) Barcelona (BCN) Air Berlin Vienna (VIE) Barcelona (BCN) NIKI Duesseldorf (DUS) Milan Malpensa (MXP) Air Berlin Stuttgart (STR) Milan Malpensa (MXP) Air Berlin Berlin Tegel (TXL) Mil an Malpensa (MXP) Air Berlin Vienna (VIE) Milan Malpensa (MXP) NIKI

Frankfurt (FRA) Dallas/Fort Worth (DFW) American Frankfurt (FRA) Chicago O’Hare (ORD) American Zuerich (ZRH) New York JFK (JFK) American New York JFK (JFK) Boston (BOS) American New York JFK (JFK) Washin g ton Reagan (DCA) American New York JFK (JFK) Los Angeles (LAX) American New York JFK (JFK) San Francisco (SFO) American New York JFK (JFK) Seattle

- Tacoma (SEA) American New York JFK (JFK) Raleigh

- Durham (RDU) American

New Yor k JFK (JFK) Miami (MIA) American Miami (MIA) New Orleans (MSY) American Miami (MIA) Atlanta (ATL) American Miami (MIA) Houston George Bush (IAH) American Miami (MIA) Dallas/Fort Worth (DFW) American Miami (MIA) Las Vegas (LAS) American Miami (MIA) Ph oenix (PHX) American Miami (MIA) Fort Myers (RSW) American Miami (MIA) Orlando (MCO) AmericanAA

- AB CSA Redacted B 2 Origin Destination Operating Carrier

Miami (MIA) Tampa (TPA) American Miami (MIA) Freeport (FPO) American Miami (MIA) Nassau (NAS) American

Mia mi (MIA) Chicago O’Hare (ORD) American Los Angeles (LAX) San Francisco (SFO) American Los Angeles (LAX) San Diego (SAN) American Los Angeles (LAX) Las Vegas (LAS) American Los Angeles (LAX) Honolulu (HNL) AmericanAA

- AB CSA Redacted C 1 ANNEX C

MINIMUM STANDARDS OF GROUND AND IN

- FLIGHT SERVICES

The Parties agree that international ground and in

- flight services should be competitive with other international carriers operating on the applicable Codeshare Routes, and that the services should remain competitive as improvement s are made by other international carriers. The Parties also agree that the domestic ground and in

- flight services should be competitive with other domestic carriers operating on the applicable Codeshared Routes, and that the services should remain compet itive as improvements are made by other domestic carriers. Furthermore, the Parties agree that their ground and in

- flight services should meet customer expectations, on an ongoing basis. In order to meet these objectives, Air Berlin and American may from time to time be required to implement service upgrades as mutually agreed upon by

the Parties.

Operating standards and general passenger procedures and policies for the Codeshared Flights are

detailed in the Procedures Manual.

The Parties agree to moni tor in

- flight consumer research on customer priorities and satisfaction. Benchmarking research will be conducted to prioritize individual product features based on their importance to overall customer satisfaction and to obtain customer satisfaction ratin gs for individual product categories as well as the overall airline experience. Ongoing research will also be conducted during the term of the contract, to monitor customer satisfaction.

The Parties agree that the number of Codeshared Passenger complain ts received by the Marketing Carrier regarding the Codeshared Flights will be measured twice a year by the Marketing Carrier as a ratio of Codeshared Passenger complaints per one thousand (1,000) passengers boarded. Codeshared Passenger complaints measure d will be those from the following passenger groups: First and Business Class, Full Fare Coach, Premium Frequent Flyer Program Members, Airport Club Members, VIPs (very important persons), customers with disabilities, and complaints regarding sensitive iss ues (i.e., food poisoning, unaccompanied minors, discrimination, and international documents). If the ratio of Codeshared Passenger complaints for any one city

- pair or for the total average of all of the Codeshared Flights, exceeds 0.50 per one thousand ( 1,000) passengers boarded for any half year period, the Operating Carrier agrees to take the appropriate corrective actions, upon notification by the Marketing Carrier.

The Operating Carrier agrees to review passenger and baggage mishandling complaints an d further, the Operating Carrier agrees to take the appropriate corrective actions.

If the Operating Carrier regularly and materially fails to meet the standards established by this Annex C or incurs excess aircraft incidents affecting the Codeshared Flig hts, the Marketing Carrier, at its discretion, will be entitled to withdraw its Code from the affected Codeshared Flight(s). If the affected Codeshared Flights are not brought back into compliance with this Annex C within ninety (90) days following the re moval of the Marketing Carrier’s Code from the affected Codeshared Flight(s), the Marketing Carrier, at its discretion, will be entitled to terminate the Agreement with respect to the affected Codeshared Flight(s) pursuant to Section 16.2(g)

.

AUTOMATION

The Parties shall develop, design and implement a computer automation system for the operational interface of each Party’s current computer system in order to provide the highest quality product to

Codeshared Pas sengers. Each Party will be responsible for the cost and expense associated with modifying its own computer system. The Parties shall, at a minimum, agree to develop, design and implement the automation of the following systems to support the Codeshared Flights:AA

- AB CSA Redacted C 2 Automated Reservation (PNR) Exchange

- The Operating Carrier will accept automatically Codeshared Passenger PNRs and Special Service Request (SSR) items from the Marketing Carrier’s computer system.

Pre

- Reserved Seating

- A mechanism will exist so that pre

- reserved seating on the Codeshared Flights will be available to Codeshared Passengers.

Flight Movement Messages

- The Operating Carrier must provide, in a timely fashion, flight movement messages (e.g., departure, delay and arrival times) for the Codeshared Flights to the Marketing Carrier’s

computer system.

Airport Check

- in

- Automation must exist between the Parties so that transiting passengers will not need

to recheck

- in at the transit city. Codeshared Passengers will check

- in at the appl icable origin station and be provided boarding passes for all segments of such Codeshared Passengers’ itinerary.

Hand Back Messages (Post Departure Reconciliation and Close

- out)

- The Operating Carrier must provide electronically a list of Codeshared Pa ssengers who traveled on the Codeshared Flights. The preferred format is an IATA

- standard Passenger Reconciliation List (PRL).

FACILITIES

The Parties acknowledge the importance of maintaining functional and accurate signs identifying the Marketing Carri er, as appropriate, to facilitate passenger convenience and to avoid confusion at airports served by the Codeshared Flights. The Operating Carrier shall ensure that ticket counters at each station will identify prominently the Marketing Carrier, and promo te the Marketing Carrier equally to the other airlines that have a similar cooperative relationship with the Operating Carrier at such airports. The Parties shall mutually agree on the placement of such signs, subject to the approval of the relevant airpo rt authority or other lessors.

The Operating Carrier will be responsible for the cost and expense associated with developing and installing the appropriate signs at airports served by the Codeshared Flights.

Each Party shall make commercially reasonable efforts to depart from or arrive at the same terminal at airports served by Codeshared Flights.

GATE AND RAMP HANDLING

All costs, fines, and penalties incurred with a refusal by the immigration (or equivalent) authorities of a country to permit entry of any Codeshared Passengers at a destination point, shall be borne by the Operating Carrier that delivers the passenger on the international segment of the itinerary.AA

- AB CSA Redacted D 1 ANNEX D

Reserved.AA

- AB CSA Redacted E 1 ANNEX E

FINANCIAL SETTLEMENT

Codeshare Commission

The Codesha re Commission only applies to the Codeshared Flights on transatlantic non

- stop Codeshared

Routes where either American or Air Berlin places its Marketing Carrier Code. The Codeshare Commission will apply to all fares including, but not limited to, publish ed fares, unpublished fares, corporate discounts, and net fares. The Codeshare Commission will apply to all coupons originally ticketed on or reissued (voluntary or involuntary) to a Marketing Flight on transatlantic non

- stop
Codeshared Routes . The Codesh are Commission for these Codeshared Flights will be calculated by multiplying the gross prorated value (as determined in accordance with Sections 6.2(a) and 6.3 ) of

Mar keting Carrier Flight Coupons by the applicable Codeshare Commission percentage, which for purposes of this Agreement, is detailed in the table below.

Codeshare Commission

First Class Fare [REDACTED]

Business Class Fare [REDACTED] Economy Class Normal Fare (as defined in Annex A ) [REDACTED] Other Economy Class Fare (i.e., not a Normal Fare) [REDACTED]

For clarification purposes only, the Codeshare Commissison does not apply to Codeshared Flights or segments operated by either Party within the United States or within the European Union, as applicable.

The Ticketing Carrier will receive the Interline Service Charge, which will be in addition to the Codeshare Commission payable to the Marketing Carrier.

The Codeshare Commission may be renegotiated by and between the Parties as follows:

(a) at any time by mutual written consent of the Parties hereto.AA

- AB CSA Redacted F 1 ANNEX F

GOVERNMENTAL APPROVALS

American shall secure and maintain the following governmental approvals:

1. Economic authority (including Statement of Authorization under 14 CFR, Part 212) from the United States Department of Transportation (“DOT”) to codeshare with Air Berlin over the

Codeshared Routes.

2. Approval from the Luftfahrtbundesamt to operate flights in acco rdance with the Codeshare Agreement.

Air Berlin shall secure and maintain the following governmental approvals:

1. Approval from the Luftfahrtbundesamt to operate flights in accordance with the Codeshare Agreement with American.

2. Economic authority f rom the DOT (including Statement of Authorization under 14 CFR, Part 212) to codeshare with American.

With respect to both P arties:

Any other approval or license required to implement or maintain service on the relevant Codeshare d

Route , subject to the provisions of Section 29 of the Agreement

.**CERTIFICATE OF SERVICE**

I hereby certify that I have this day served the foregoing document by email on the following persons:

sascha.vanderbellen@delta.com jhill@dlalaw.com

scott.mcclain@delta.com bill@mietuslaw.com

sametta.c.barnett@delta.com mgoldman@sgbdc.com
kquinn@pillsburywinthrop.com rsilverberg@sgbdc.com
bkeiner@crowell.com dhainbach@ggh-airlaw.com

mrosia@crowell.com mcmillin@woa.com
bruce.rabinovitz@wilmerhale.com eskraft@jamhoff.com
jeffrey.manley@united.com dpdean@jamhoff.com
bob.kneisley@wnco.com dkirstein@yklaw.com
robert.land@jetblue.com jyoung@yklaw.com
msinick@ssd.com donna.kooperstein@usdoj.gov
cdonley@ssd.com dwight.moore@ustranscom.mil
gbleopard@fedex.com john.allen@faa.gov
dvaughan@kelleydrye.com byerlyjr@state.gov
kevin.montgomery@polaraircargo.com recohn@hhlaw.com
jrichardson@johnlrichardson.com cjsimpson@zsrlaw.com

lhalloway@crowell.com pmurphy@lopmurphy.com
efaberman@wileyrein.com lachter@starpower.net

mroller@rollerbauer.com anita.mosner@hklaw.com
howard.kass@usairways.com rpommer@atlasair.com
benjamin.slocum@usairways.com gmurphy@crowell.com
sophy.chen@hklaw.com russell.bailey@alpa.org

david.heffernan@wilmerhale.com

_______________________________ CARL B. NELSON, JR.

July 28, 2010