UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, DC Issued by the Department of Transportation on February 18 , 2011 NOTICE OF ACTION TAKEN -- DOCKET S DOT - OST - 2005 - 20122 DOT - OST - 201 1 - 0001 DO T - OST - 2011 - 0002

_______________________________________________________________________________________________________ ____________ __ This serves as notice to the public of the action described below, taken by the Department official indicated (no additional confirming order will be issued in this matter). 1. Docket DOT - OST - 2005 - 20122 Appl ication of CONTINENTAL AIRLINES, INC. (Continental), filed 12/30/10 for: XX Amendment of exemption under 49 U.S.C. 40109 to the extent necessary to permit Continental to display its designator code on flights operated by its foreign code - share partners on the following services: Scheduled foreign air transportation of persons, property, and mail between points in the United States and points worldwide on a third - country code - share basis pursuant to blanket code - sharing statements of authorization previously approved by the Department , under which Continental’s code is displayed on flights operated by its foreign code - share partners, as well as on flights ope rated by foreign carriers that are currently authorized, or that in the future become authorized, to operate flights on behalf of Continental’s blanket code share foreign partners. 1 2 2. Docket DOT - OST - 201 1 - 0001 Joint Application of CON TINENTAL , C O LGAN AIR, INC. (Colgan) , and POLSKIE LINIE LOTNICZE LOT S.A. (LOT) , filed 12/30/10 for: Blanket statements of authorization to permit Continental to display the ( LO *) designator code of LOT on Continental ’s flights and LOT to display the (CO*) designator code of Continental on LOT’s flights in conjunction with foreign air transportation of persons, property, and mail : ( 1) between any point or points in the United States and any point or points in the European Union (EU) (e ither nonstop or via intermediate Open Skies points); ( 2) between any point or points in the U nited States and any other point or points in the European Common Aviation Area where an Open Skies agreement is being applied; ( 3) between U.S. points; ( 4) between EU points; (5) be yond the EU to any point or points ; and (6) beyond the U nited States to any point or points. 3 1 The authorized foreign carriers are: Compania Panamena de Aviacion, S.A. (COPA); Air Canada; Jazz Air LP d/b/a Air Canada Jazz (Air Canada Jazz); British Midland Airways Limited d/b/a bmi (bmi); British Midland Regional Limited d/b/a bmi Regional (bmi Regional); Deutsche Lufthansa AG (Lufthansa); Lufthansa Cityline GmbH (Lufthansa Cityline); Air Dolomiti S.p.A. LARE (Air Dolomiti); Augsburg Airways GmbH (Augsburg); PrivatAir GmbH; PrivatAir S.A.; Contact Air Flugdienst GmbH & Co. (Contact Air); Eurowings Luftverkehrs AG ( Eurowings); Cirrus Airlines Luftfahrtgesellschaft mbH (Cirrus Airlines) ; Asiana Airlines, Inc. (Asiana); Air New Zealand; Scandinavian Airlines System (SAS); Brussels Airlines N.V./S.A. (Brussels Airlines) ; Aegean Airlines Societe Anonyme d/b/a Aegean Airl ines S.A. (Aegean Airlines); TAP Portugal (TAP); Blue 1 Ltd. (Blue1); and Spanair, S.A. (Spanair) . See Notice s of Action Taken on October 21, 2009, in Dockets 2005 - 20122, DOT - OST - 2009 - 0173, DOT OST - 2009 - 0174, and DOT - OST - 2009 - 0175 ; November 20, 2009, in D ockets 2005 - 20122 and DOT - OST - 2009 - 0277; January 26, 2010, in Dockets DOT - OST - 2005 - 20122 and DOT - OST - 2009 - 0340; March 11, 2010, in Dockets DOT - OST - 2005 - 20122 and DOT - OST - 2010 - 0020; June 9, 2010, in Dockets DOT - OST - 2005 - 20122 and DOT - OST - 2010 - 0111 ; June 23, 2010, in Dockets DOT - OST - 2005 - 20122 and DOT - OST - 2010 - 0132; September 9, 2010, in Dockets DOT - OST - 2005 - 20122 and DOT - OST - 2010 - 0206; October 1, 2010, in Dockets DOT - OST - 2005 - 20122 and DOT - OST - 2010 - 0171; and October 22, 2010, in Dockets DOT OST - 2005 - 20122 an d DOT - OST - 2010 - 0180. 2 Continental requests that its blanket code - share exemption authority be amended to the extent necessary to permit it to also place its designator code on flights operated by Polskie Linie Lotnicze LOT S.A. (LOT). 3 The joint appli cants state that unless the context of their application requires otherwise, the term “Continental” includes Colgan. The joint applicants note that Colgan will not place its code on flights operated by LOT, but LOT will place its code on flig hts operated by Colgan.3 . Docket DOT - OST - 2011 - 0001 Application of LOT , fi led 12/30/10 for: XX E xemption under 49 U.S.C. 40109 to the extent necessary to permit LOT to : Provide code - share services at points served by Continental and Colgan not listed in LOT’s permit or exemption authority upon 30 days’ notification to the Department. Applicant rep s : Lorraine B. Halloway (202) 624 - 2 500 (Continental ), Brian T. Hunt (901) 346 - 6145 (Colgan) and John E. Gillick ( 2 0 2 ) 9 73 - 7939 ( LOT ) DOT Analyst: Robert J. Finamore (2 02) 366 - 2405 D I S P O S I T I O N XX Granted (subject to conditions, see below) The above action granting e xemption authority to Continental is effective when taken : February 18 , 2011 , through February 17 , 2013 . 4 The above action granting e xemption authority to LOT is effective when taken : February 18 , 2011 , through February 18 , 2013 . The above action granting blanket statements of authorization to Continental and LOT is effective: February 18 , 2011 , and will remain in effect indefinitely, subject to conditions. Action taken by: Paul L. Gretch, Director Office of International Aviation XX The authority granted is consist ent with the U.S. - EU Air Transport Agreement. Except to the extent exempted or waived, this authority is subject to the terms, conditions, and limitations indicated: XX Continental ’s certificates of public convenience and necessity XX Standard U.S. carrier exemption conditions (attached as Appen dix A ) XX Standard foreign air carrier exemption conditions (attached as Appendix B) XX C onditions for statements of authorization granted here (attached as Appendix C ) XX Conditions attached to previously granted blanket statements of authorization 5

_____________________________________________________________________________________________________________________ Remarks / Conditions : We note that Continental has conducted a safety audit of LOT u nder the Department’s Code Share Safety Audit Program, and the FAA has advised us that it has reviewed the relevant audit report and found it to be acceptable. Continental’s exemption authority to support code - share operations, whereby Continental would display its “CO” designator code on flights operated by current and future foreign carriers that operate flights on behalf of Continental’s authorized foreign blanket code - share partners, remains subject to the following conditions: 1) the foreign carrier s must have the requisite permit or exemption authority and statement of authorization from the Department to perform

4 We are granting Continental ’s request for amended exemption authority through February 17, 2013 , coextensive with its existing exemption authority in Docket DOT - OST - 2005 - 20122. 5 See Notices of Action Taken dated July 9, 1998 (98 - 65, undocketed, Continental - COPA); October 21, 2009 (Dockets DOT - OST 2005 - 20122, DOT - OST - 2009 - 0173, DOT - OST - 2009 - 0174, and DOT - OST - 2009 - 0175, Continental. - Air Canada and Air Canada Jazz, Continental - bmi and b mi Regional, and Continental - Lufthansa, Lufthansa Cityline, Air Dolomiti, Augsburg, PrivatAir GmbH, PrivatAir S.A., Contact Air, Eurowings, and Cirrus Airlines); November 20, 2009 (Dockets DOT - OST - 2005 - 20122 and DOT - OST - 2009 - 0277, Continental - Asiana); Janu ary 26, 2010 (Dockets DOT - OST - 2005 - 20122 and DOT - OST - 2009 - 0340, Continental - Air New Zealand); March 11, 2010 (Dockets DOT - OST - 2005 - 20122 and DOT - OST - 2010 - 0020, Continental - SAS); June 9, 2010 (Dockets DOT - OST - 2005 - 20122 and DOT - OST - 2010 - 0111, Continental - Br ussels Airlines); June 23, 2010 (Dockets DOT - OST - 2005 - 20122 and DOT - OST - 2010 - 0132, Continental - Aegean Airlines); September 9, 2010 (Dockets DOT - OST - 2005 - 20122 and DOT - OST - 2010 - 0206, Continental - TAP); October 1, 2010 (Dockets DOT - OST - 2005 - 20122 and DOT - OST - 2010 - 0171 (Continental - Blue1); and October 22, 2010, ( Dockets DOT - OST - 2005 - 20122 and DOT - OST - 2010 - 0180 ) Continental - Spanair.the proposed services; and 2) Continental must conduct and keep current an FAA - approved safety audit of the applicable foreign carriers un der the Department’s Code - Share Safety Audit Program. On the basis of data officially noticeable under Rule 24(g) of the Department's regulations, we found Continental qualified to provide the exemption services authorized. Under authority assigned by t he Department in its regulations, 14 CFR Part 385, we found that (1) our action was consistent with Department policy; (2) grant of the authority was consistent with the public interest; and (3) grant of the authority would not constitute a major regulator y action under the Energy Policy and Conservation Act of 1975. To the extent not granted, we denied all requests in the referenced Docket s . We may amend, modify, or revoke the authority granted in this Notice at any time without hearing at our discretion . Persons entitled to petition the Department for review of the action set forth in this Notice under the Department’s regulations, 14 CFR §385.30, may file their petitions within seven (7) days after the date of issuance of this Notice. This action was effective when taken, and the filing of a petition for review will not alter such effectiveness. An electronic version of this document is available on the World Wide Web at: www.regulations.gov

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

1/2008

### Appendix B Foreign Air Carrier Exemption Conditions In the conduct of the operations authorized, the foreign carrier applicant shall: (1) Not conduct any operations unless it holds a currently effective authorization from its homeland for such operations, and it has filed a copy of such authorization with the Department; (2) Comply with all applicable requirements of the Federal Aviation Administra tion, the Transportation Security Administration, and with all applicable U.S. Government requirements concerning security, including, but not limited to, 14 CFR Parts 129, 91, and 36 and 49 CFR Part 1546 or 1550, as applicable. To assure compliance with all applicable U.S. Government requirements concerning security, the holder shall, before commencing any new service (including charter flights) from a foreign airport that would be the holder’s last point of departure for the United States, contact its In ternational Industry Representative (IIR) (formerly referred to as International Principal Security Inspector) to advise the IIR of its plans and to find out whether the Transportation Security Administration has determined that security is adequate to all ow such airport(s) to be served; (3) Comply with the requirements for minimum insurance coverage contained in 14 CFR Part 205, and, prior to the commencement of any operations under this authority, file evidence of such coverage, in the form of a completed OS T Form 6411, with the Federal Aviation Administration’s Program Management Branch (AFS - 260), Flight Standards Service (any changes to, or termination of, insurance also shall be filed with that office); (4) Not operate aircraft under this authority unless it complies with operational safety requirements at least equivalent to Annex 6 of the Chicago Convention; (5) Conform to the airworthiness and airman competency requirements of its Government for international air services; (6) Except as specifically exempted or o therwise provided for in a Department Order, comply with the requirements of 14 CFR Part 203, concerning waiver of Warsaw Convention liability limits and defenses; (7) Agree that operations under this authority constitute a waiver of sovereign immunity, for t he purposes of 28 U.S.C. 1605(a), but only with respect to those actions or proceedings instituted against it in any court or other tribunal in the United States that are: (a) based on its operations in international air transportation that, according to the contract of carriage, include a point in the United States as a point of origin, point of destination, or agreed stopping place, or for which the contract of carriage was purchased in the United States; or (b) based on a claim under any international a greement or treaty cognizable in any court or other tribunal of the United States. In this condition, the term "international air transportation" means "international transportation" as defined by the Warsaw Convention, except that all States shall be con sidered to be High Contracting Parties for the purpose of this definition; (8) Except as specifically authorized by the Department, originate or terminate all flights to/from the United States in a Member State of the European Union; (9) Comply with the requirem ents of 14 CFR Part 217, concerning the reporting of scheduled, nonscheduled, and charter data; (10) If charter operations are authorized, except as otherwise provided in the applicable aviation agreement, comply with the Department's rules governing char ters (including 14 CFR Parts 212 and 380); and (11) Comply with such other reasonable terms, conditions, and limitations required by the public interest as may be prescribed by the Department, with all applicable orders or regulations of other U.S. agenci es and courts, and with all applicable laws of the United States. This authority shall not be effective during any period when the holder is not in compliance with the conditions imposed above. Moreover, this authority cannot be sold or otherwise transferred without explicit Department approval under Title 49 of the U.S. Code. EU carrier 01/2008

### Appendix C The code - share operations authorized here are subject to the following conditions: (a) The statements of authorization will remain in effect only as long as (i) Continental, Co lgan , and LOT continue to hold the necessary underlying authority to operate the code - share services at issue, and (ii) the code - share agreement providing for the code - share operations remains in effect. (b) Continental, Colgan , and/or LOT , as appropriate, must notify the Department no later than 30 days before they begin any new code - share service under the code - share services authorized here. Such notice shall identify the market(s) to be served, which carrier will be operating the aircraft in the code - share market added, and the date on which the service will begin. 1 Such notice should be filed in Docket DOT - OST - 200 5 - 20122 . (c) Continental, Colgan , and/or LOT , as appropriate, must promptly notify the Department if the code - share agreement providing for the code - share operations is no longer effective or if the carriers decide to cease operating all or a portion of the approved code - share services. Such notice should be filed in Docket DOT - OST - 200 5 - 20122 . 2 (d) The code - sharing operations conducted under this authority must comply with 14 CFR 257 and with any amendments to the Department’s regulations concerning code - share arrangements that may be adopted. Not withstanding any provisions in the contract between the carriers, our approval here is expressly conditioned upon the requirements that the subject foreign air transportation be sold in the name of the carrier holding out such service in the computer reser vation systems and elsewhere; that the carrier selling such transportation ( i.e., the carrier shown on the ticket) accept responsibility for the entirety of the code - share journey for all obligations established in its contract of carriage with the passeng er; that the passenger liability of the operating carrier be unaffected; and that the operating carrier shall not permit the code of its U.S. code - sharing partner to be carried on any flight that enters, departs, or transits the airspace of any area for wh ose airspace the Federal Aviation Administration has issued a flight prohibition. (e) The authority to operate to third countries is subject to the condition that any service provided under the statement of authorization shall be consistent with all appli cable agreements between the United States and the foreign countries involved. Furthermore, (i) nothing in the award of this blanket statement of authorization should be construed as conferring upon Continental or Colgan rights (including code - share , fift h freedom intermediate and/or beyond rights) to serve markets where U.S. carrier entry is limited unless Continental or Colgan notifies the Department of their intent to serve such a market and unless and until the Department has completed any necessary ca rrier selection procedures to determine which carrier(s) should be authorized to exercise such rights; and (ii) should there be a request by any carrier to use the limited - entry route rights that are included in the authority of Continental or Colgan by vi rtue of the blanket statement of authorization granted here, but that are not then being used by Continental or Colgan , the holding of such authority will not be considered as providing any preference for Continental or Colgan in a competitive carrier sele ction proceeding to determine which carrier(s) should be entitled to use the authority at issue. 3 (f) The authority granted here is specifically conditioned so that neither Continental, Colgan nor LOT shall give any force or effect to any contractual prov isions between themselves that are contrary to these conditions. We may amend, modify, or revoke the authority granted at any time without hearing at our discretion.

1 Pursuant to the Department’s Notice In the Matter of Blanket Notification of Code - Share Service to Open Skies Partners and Poi nts dated February 9, 2009, the joint applicants have provided blanket notification of their intent to engage in reciprocal code - share services, beginning on or after February 1, 2011, between Open Skies points as outlined in their application. The join t applicants state that they will provide the Department 30 - day notice before commencing code - share services to or from non - open skies countries. 2 We expect this notification to be received within ten (10) days after such non - effectiveness or of such decis ion. 3 The notice in paragraph (b) above can be used for this notification.