### BEFORETHE U.S. DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C. JointApplication of

US AIRWAYS, INC. and AEGEAN AIRLINES S.A. for blanket Statements ofAuthorization under 14 C.F.R. Part212 (U.S.-Greece and Beyond Codesharing) ) ) 

## ) ) ) Docket DOT-OST-2011-

__ ) 

## ) ) ) 

# -------------------------) JOINTAPPLICATION OF US AIRWAYS, INC. ANDAEGEAN AIRLINES S.A. FORSTATEMENTS OF AUTHORIZATION Communicationswith respectto this documentshould be sentto: Howard Kass Vice PresidentLegal and GovernmentAffairs Benjamin T. Slocum Directorand Assistant General Counsel US Airways, Inc 1401 H Street, NW, Suite 1075 Washington, DC 20005 (202) 326-5153 

### howard.kass@usairways.com benjamin.slocum@usairways.com June28, 2011 AndrewJ. Harakas Clyde 

## &Co US LLP The Chrysler Building 405 Lexington Avenue NewYork, NewYork 10174 Tel: (212) 710-3920 Tel: (212) 702-4620 Email: andrew.harakas@clydeco.us



### CounselforAegeanAirlines S.A.

NOTICE: Answersto thisApplication are due July 13, 2011. However, the Joint Applicants request expedited treatment ofthis application. TheJoint Applicantswill poll the U.S. carrier representatives served with this application and notifythe Department promptly ofthe results ofthe poll.

### BEFORETHE U.S. DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C. JointApplication of

US AIRWAYS, INC. and AEGEAN AIRLINES S.A. for blanket Statements ofAuthorization under 14 C.F.R. Part212 (U.S.-Greece and Beyond Codesharing) ) 

## ) ) ) ) Docket DOT-OST-2011- ) ) June28, 2011 ) ) 

# -------------------------)
JOINTAPPLICATION OF US AIRWAYS, INC. AND AEGEAN AIRLINES S.A. FORSTATEMENTS OF AUTHORIZATION US Airways, Inc. ("US Airways")1

### and AegeanAirlines S.A. ("Aegean") (collectively, the "Carriers")jointlyapplyfor issuance ofblanketstatements of authorization under 14 C.F.R. Part212 in orderto implementcodesharing arrangements provided for in the Code ShareAgreement, attached hereto as Exhibit 1. US Airways and Aegean plan to codeshare between points in the United States and the EU, both non-stop and via intermediate points, and beyond to third country points. The Carriers request expedited treatmentforthis JointApplication. In supportofthis JointApplication, the Carriers submitthefollowing: 1. USAirways requests a statementofauthorization for blanket codeshare authorityto displayAegean's "A3" designatorcode on flights operated by US Airways

1 

### US Airways also applies on behalfofits affiliated carriers PiedmontAirlines, Inc. ("Piedmont") and PSA Airlines, Inc. ("PSA").

### JointApplication of US Airways and Aegean Airlines forStatements ofAuthorization 

### (i) between any point or points in the United States and any point or points in the EU (either non-stop orvia third country intermediate points); (ii) between any point orpoints in the United States and any point orpoints in the European Common Aviation Area where an open-skies agreement is being applied; (iii) between U.S. points; and (iv) beyond the U.S. to any pointor points in third countries. The specific routes that are initially covered bythe above codesharing arrangementare described in AppendixA. 2. Aegean requests a statementofauthorization for blanket codeshare authorityto display USAirways' "US" designatorcode on flights operated byAegean (i) between any pointor points in the United States and any point or points in the EU (either non-stop orvia third country intermediate points); (ii) between any point or points in the United States and any point orpoints in the European Common Aviation Area where an open-skies agreement is being applied; (iii) between EU points; and (iv) beyond the EU to any pointor points in third countries. The specific routes that are initially covered bythe above codesharing arrangementare described in Appendix B. 3. The JointApplicants requestthatthe Department not limitthe condition of the authorityto serve intermediate and beyond points to only countrieswith which the United States has signed open-skies agreements and/or countrieswith which the carrier holds authorityto serve undercertificates orexemptions issued bythe Department, and forwhich it holds route integration authority. The Department has previously deleted this condition forothercode-share arrangements. 

### (See Notice ofAction Taken, January 11,2005, Docket OST-2003-15946. 

### See also Order2003-5-33, paragraph 5 and Appendix4(b), (e), May 30,2003, Docket OST-2002-13861 (omitting the limitation from

### JointApplication of US Airways and Aegean Airlines for Statements ofAuthorization 

### the exemption granted to American in conjunction with American-British Airways codeshare authority).) 4. USAirways (subjectto the request setforth in paragraph 3, supra) 

### and Aegean currently hold all underlying authority necessaryto operatetheseflights. US Airways is authorized to engage in the scheduled domestic airtransportation described in AppendixA pursuantto Certificate of Public Convenience and Necessityfor Interstate AirTransportation issued by Order97-4-6. US Airways also holds certificate authority "to serve all open skies partners
...." (Order2007-4-20, April 18, 2007, Dockets DOTOST-2005-22228 and DOT-OST-2005-22578.) Aegean currently holds a Foreign Air Carrier Permit authorizing itto provide scheduled service "from any point or points behind any MemberState ofthe European Union, via any pointorpoints in any Member State and via intermediate pointsto any pointorpoints in the United States and beyond." (Order2010-9-19, p.1.) 5. Aviation relations between the United States and Greece are governed by theAirTransportAgreement between the United States ofAmerica and the European Community and Its MemberStates ("U.S.-EU Agreement"). The U.S.-EU Agreement expressly permits designated airlines ofone Partyto "enter into cooperative marketing arrangements such as blocked-space orcode-sharing arrangements, with a) an airline
orairlines ofthe Parties

...." (U.S.-EU AgreementArticle 10, 7.) 6. The Carriers seek permission to engage in these codesharing arrangements in orderto more effectively compete by offering betterand morefully integrated services to their respective customers. Codesharing allows two carriers to create and market newservices together when economicor regulatory obstacleswould

### JointApplication of US Airvvays and Aegean Airlines for Statements ofAuthorization 

## prevent eitherfrom developing those products independently. Such services not only enable the carriers to more effectively compete in the marketplace, butthey also have specific benefitsfor consumers. The codeshare services proposed by US Airways and Aegean are fully consistentwith the public interest and DOT policy. As the Department has noted: Code sharing and other cooperative marketing arrangements can provide a cost-efficient way for carriers to enter new markets, expand their systems and obtain additional flow traffic to support their other operations by using existing facilities and scheduled operations. Because these cooperative arrangements can give the airline partners new or additional access to more markets, the partners will gain traffic, some stimulated by the new service, and some diverted from incumbents. In this way, cooperative arrangements can enhance the competitive positions of both partners in such a relationship. Increased international code sharing and other cooperative arrangements can benefit consumers by increasing international service options and enhancing competition between carriers, particularly for traffic to or from cities behind major gateways. By stimulating traffic, the increased competition and service options should expand the overall international marketand increase overall opportunitiesforthe aviation industry. (U.S. InternationalAirTransportation Policy Statement, April 1995, at4.) The Department has also recognized that codesharing results in increased passenger convenience by permitting single-carrier reservations and ticketing. (See 

## Continental-SAS, Order 88-12-46.) 7. Notwithstanding the codesharing arrangement, the Carrierswill continueto competewith each other in the sale oftheirservicesto the public. Each carrierwill separately and unilaterally establish thefares forservices provided under its designatorcode, paying the other carrierfor providing any part ofthatservice.

### JointApplication of US Airways and Aegean Airlines for Statements ofAuthorization 

### 8. The Carriers agree to acceptthe conditions normally applicable to blanket codeshare authoritysuch as requested herein. This includesthe requirementto notifythe Departmentthirty (30) days in advance ofany new codeshare operation and to notifythe Departmentofany codeshare operation the carriers have agreed to discontinue.2 

### The carriers will also ensure compliancewith all other applicable Department regulations and policies, including the codeshare disclosure regulations of Part257. The Carriers also requestthatthe statements ofauthorization be issued foran indefinite period, so long as their Code ShareAgreement continues in effect. Should the Code Share Agreement ceaseto be effective, the Carrierswill notifythe Department. Finally, the terms ofthe Code ShareAgreementarefully consistentand do not interfere with US Airways' commitmentto the Civil ReserveAir Fleet. 9. US Airways has completed a review ofthe lATAOperational Safety Audits ("IOSA") performed on Aegean and in accordancewith the requirements ofthe DOT/FAA Codeshare Safety Program Guidelines issued December21, 2006. The results ofthe IOSAaudit have been submitted to the FAAfor review and were accepted in February2011.

2 

### Forthe administrative convenience ofthe Departmentand the carriers, and to allow routine schedule changes as may be necessary between mainline and affiliated carrier equipment, notice ofspecific codeshare routes given to the Department by Aegean, US Airways, or US Airways' affiliated carriers Piedmontand PSA, should be deemed notice given foreach ofthe carriers.

### JointApplication of US Airvvays and Aegean Airlines for Statements ofAuthorization 

### 10. The Carriers intend to begin operating the proposed codeshare arrangements as early as July28, 2011. The Carriers requestthatthe Departmentact upon this application as expeditiously as possible. 11. The requisite filing fee is enclosed.
WHEREFORE, on the basis ofthe foregoing, US Airways and Aegean jointly requestthe Departmentto grantthem the blanketstatements of authorization requested herein, orthat is otherwise necessary, in ordertofully implementthe codeshare arrangements provided for in the Code Share Agreement. US Airways and Aegean further requestthatthe Departmentgrant them such other reliefas it considers to be consistentwith this JointApplication and the public interest. Respectfullysubmitted this 28th dayofJune 2011,

# ~~ HOaf"dKass Vice President
- Legal and GovernmentAffairs Benjamin T. Slocum Directorand Assistant General Counsel US Airways, Inc 1401 H Street, NW, Suite 1075 Washington, DC 20005 (202) 326-5153 howard.kass@usairways.com benjamin.slocum@usairways.com

# ~~.~f31$ AndrewJ. Harakas Clyde 

## &Co US LLP The Chrysler Building 405 Lexington Avenue NewYork, NewYork 10174 Tel: (212) 710-3920 Tel: (212) 702-4620 Email: andrew.harakas@clydeco.us

CounselforAegeanAirlines S.A.

# CODE SHARE AGREEMENT

Between


# AEGEAN AIRLINES S.A.

And 

# US AIRWAYS, INC. PIEDMONTAIRLINES, INC., (d/b/a US Airways Express) PSAAIRLINES, INC., (d/b/a US Airways Express)



# May 09,2011 Exhibit 1

## TABLE OF CONTENTS
Article 1 Definitions

...........................................................................................................2 1.1 Defined Terms 1.2 Headings 1.3 Clauses and Appendices 1.4 Singularand Plural Article 2 Code Share Flights

.............................................................................................3 2.1 Code Sharing 2.2 Product Definition 2.3 Government Requirements 2.4 Affiliates 2.5 Code Share Agreement Letter 2.6 Code Share Agreement LetterLanguage 2.7 Efforts to Obtain Code Share Agreement Letter 2.8 Government RequirementsforAffiliates Article 3 General Requirements

........................................................................................4 3.1 Operating Authority 3.2 Regulatory Compliance 3.3 Airworthiness 3.4 Securityand Crisis Management 3.5 Disclosure Article 4 Flight Number Publication

..................................................................................5 4.1 Flight Numberand Code 4.2 Disclosure ofOperating Party Article 5 Schedule Changes

............................................................................................... 6 5.1 Schedule Changes Article 6 Computer Reservation Charges

.........................................................................6 6.1 Booking Fees Article 7 Payments

............................................................................................................6 7.1 Prorates

. 7.2 Revenue Accounting 7.3 Direct Billing 7.4 Third-PartyTicketing 7.5 Flight Interruption Manifest Article 8 Tickets

.................................................................................................................6 8.1 Endorsement 8.2 Ticket Issuance 8.3 Fares 8.4 Non-Revenue/Reduced Travel Article 9 Station Procedures and Seat Reservations

........................................................ 7 9.1 Station Procedures 9.2 Seat Reservations Article 10 Claims Procedureand Immigration

..................................................................

## ..1 10.1 Claims Handling 10.2 Immigration and Customs Article 11 Irregular Flights and Oversales

........................................................................... 7 11.1 Passenger Related Expenses 11.2 Alternate FlightArrangements 11.3 Aircraft Substitutions Article 12 Policies, Rules and Procedures

.........................................................................8 12.1 Applicability

A3-US CodeShareAgmt.Article 13 Compliancewith Laws

........................................................................................8 13.1 Terms ofthe Agreement 13.2 Action of Parties Article 14 JointAdvertising and Sales Programs

..............................................................8 14.1 Code Share References 14.2 Promotional Plans 14.3 Sales and Marketing Expense Article 15 Communications

.................................................................................................9 15.1 Communications Article 16 Commercial Names, Productsand Logos

.........................................................9 16.1 Ownership 16.2 Frequent-Flyer Programs Article 17 In-flight Services and FlightCrew

......................................................................9 17.1 Cockpit Crews and Cabin Crews 17.2 In-flight Services 17.3 In-flightAnnouncements Article 18 Governing Law

....................................................................................................9 18.1 Governing Law Article 19 SettlementofDisputes

........................................................................................ 9 19.1 Arbitration Article20 Conditions ofCarriage

......................................................................................... 10 20.1 Applicable Conditions ofCarriage 20.2 Conflict 20.3 Liability Article21 Liabilityand Indemnity

.......................................................................................10 21.1 Passengerand Baggage 21.2 Employees and Property 21.3 Traffic Documents 21.4 Notice ofClaim 21.5 Subcontracts 21.6 Exclusions Article22 Insurance

............................................................................................................,,11 22.1 Insurance Coverage 22.2 Documentary Evidence Article23 FamilyAssistance

................................................................................................ 12 23.1 FamilyAssistance Article24 Taxes

.................................................................................................................... 13 24.1 Tax Responsibility 24.2 TicketTaxes 24.3 GovernmentTaxes Article25 Term and Termination

........................................................................................13 25.1 Effective Date ofAgreement 25.2 Term ofAgreement 25.3 StarAlliance Membership 25.4 Default 25.5 Liability ofNon-Defaulting Party Article26 PostTermination Rights

......................................................................................13 26.1 Survival ofObligations Article27 Confidentiality

......................................................................................................14 27.1 Confidential Information Article28 Data Protection

...................................................................................................14 28.1 Data Protection 28.2 Data Management Article29 Exclusivity

............................................................................................................ 15 29.1 Third-PartyArrangements

A3-US Code ShareAgmt. iiArticle 30
Article 

### 31
Article 32 Article 33
Article

### 34
Article 35· Article

### 36 Article 37 Article

### 38 Article 39
Article

### 40

Article

### 41 Article42

APPENDICES AppendixA Appendix

### B Appendix C Appendix

### 0 Representations andWarranties 15 

### 30.1 Representations and**Warr~~ti~s"""""""""""""""""""""'"** .................. 

### 30.2 Survival of Representations and Warranties Force Majeure

.....................................................................................................

### 16 31.1 Eventof Force Majeure 

### 31.2 RightofTermination IndependentContractors,

...................................................................................

### 16 32.1 Nature of Relationship Waiver

...................................................................................................................

### 17 33.1 Written Waiver 

### 33.2 Future Performance Notices

................................................................................................................

### 17 34.1 Notices 

### 34.2 Effective Delivery Successors and Assignees

................................................................................

### 18 35.1 Successors and Assignees No Third-Party Beneficiary

.................................................................................

### 18 36.1 Beneficiaries Construction

.......................................................................................................

### 18 37.1 Construction ofAgreement Severability

.......................................................................................................... 

### 18 38.1 Severability EntireAgreement

.................................................................................................

### 18 39.1 Entire Agreement 

### 39.2 Amendments Safetyand Security

.............................................................................................

### 19 40.1 Security Programs 

### 40.2 Safety Audit 

### 40.3 Reporting of ICAO Incidents Counterparts

........................................................................................................ 

### 19 41. 1 Counterparts Enforcement

........................................................................................................

### 19 42.1 Enforcement

Frequency, Schedule Planning and SeatAllotment

...............................................22 Station Procedures

...............................................................................................,24 Reservations and Handling Procedures,

................................................................. 30 Revenue Accounting Procedures

..........................................................................32

A3-US Code Share Agmt. iiiThis Code Share Agreement is made effective as of May09,2011 BYAND BETWEEN:

AND: AEGEAN AIRLINES S.A. a body corporate duly created under the laws of Greece and having its registered office at: 31, Viltanioti str., 145 64 Kifissia Greece (hereinafter referred to as "Aegean" or "A3" or "Operating Party" or "Marketing Party" as applicable)

US AIRWAYS, INC. a bodycorporate duly created underthe laws ofthe State ofDelaware and having its registered office at: 111 W. Rio Salado Parkway Tempe, Arizona 85281 U.S.A.
PIEDMONTAIRLINES, INC., a body corporate duly created underthe laws ofthe U.S.A., whose registered office is at: 5443Airport Terminal Road Salisbury, Maryland, U.S.A.
PSAAIRLINES, INC., a body corporate duly created underthe laws ofthe U.S.A.. whose registered office is at: 3400 Terminal Drive Vandalia, Ohio, U.S.A. 45377 (collectively hereinafter referred to as "US Airways" or "US" or "Operating Party" or "Marketing Party" as applicable) and individually and collectively referred to as "Party" and "Parties" respectively.

A3-US Code ShareAgmt.WHEREAS, Aegean and US Airwayswish to enter into a Code Share arrangement in orderto offercompetitive and cost effective airservices between the countries concerned and improve the quality ofthe airservices they now offer in an attemptto widen consumerchoice, all to the benefit ofthe travelling public; and WHEREAS, each Party desires to places its designator code on services operated by the other Party as permitted under applicable law, regulations and policy, and subject to obtaining all necessary governmentapprovals; and

. WHEREAS, each Party are each willing to perform in the manner and upon the terms and conditions hereinaftersetforth; and WHEREAS, the Code Share arrangement will include affiliated carriers of Aegean and US Airways and such other carriers as the Parties hereto agree and identify in Appendix A hereto as having Code Share arrangements with them or an affiliated carrier ("Affiliates"), subject to proper commercial agreements and government approvals; NOW, THEREFORE, in consideration of the premises, the mutual covenants and conditions herein contained, and other valuable considerations, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto, intending to be legally bound, agree as follows:
ARTICLE 1 DEFINITIONS 1.1 DefinedTerms. The following terms are defined forthe purpose ofthe Agreement: (a) "Affiliate" shall mean any airline operating scheduled service on behalf of Aegean, US Airways or US Airways Group, but which is not in whole or in part owned by Aegean or US Airways, respectively, as listed in Appendix A hereto. (b) "Agreement" or "Code Share Agreement" shall mean this agreement including all appendices, as amended from time totime. (c) "Code Share Flight(s)" shall mean (a) flight(s) operated by the Operating Party, which also carrythe deSignatorcode ofthe Marketing Party, on the routes set out in AppendixA hereto, as amended from time to time. (d) "Code Share Passenger(s)" shall mean the passenger(s) aboard a Code Share Flight, travelling on a Marketing Party'sflight coupon. (e) "Operating Party" shall mean, with respect to the Code Share Flights, the Party who operates such Code Share Flightswith its own or leased aircraft. (f) "Marketing Party" shall mean, with respect to the Code Share Flights, the Partywho does not operate such Code Share Flights with its own or leased aircraft, but places its code on flights ofthe Operating Party and sells seats on such flights. (g) "Conditions of Carriage" shall mean those conditions of contract contained in the tariffs and rules ofcarriage ofa Partythat govern the transportof its passengers. (h) "lATA" shall mean InternationalAirTransportAssociation. (i) "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 taxes, excise taxes, transactional taxes,

A3-US Code ShareAgmt. 2exchange control taxes and/or fees and interest and penalties related to the foregoing including Ticket Taxes that may be imposed by any competent authority. 

### U) "Ticket Taxes" means all applicable ticket ad valorem excise taxes, segment taxes, duties, departure taxes, arrival taxes, value added taxes, inspection fees, passenger facilities charges, security taxes and fees, or any other similar taxes, fees, charges and surcharges applicable to the transportation, including related interest and penalties. 1.2 Headings. The headings contained in this Agreement are inserted purely for ease of reference only and neither forms an operative part ofthis Agreement nor shall be used in interpreting the meaning ofany provision ofthis Agreement. 1.3 Clauses and Appendices. References in this Agreement to clauses or appendices are to clauses of or appendices to this Agreement. The Appendices A-D annexed to this Agreement shall be deemed incorporated into this Agreement by reference. In the event of conflict between the provisions ofthis Agreement and the Appendices, the provisions ofthis Agreement shall prevail. 1.4 Singularand Plural. References to the singularinclude references to the plural and vice versa.
ARTICLE 2 CODE SHARE FLIGHTS 2.1 Code Shar,ing. The Parties shall mutually designate certain flights on each other's services on which the Parties shall**plac~** their respective designator codes, which may include flights operated by their Affiliates, serving the city-pairs identified in writing by the Parties from time to time without the need to formally amend this Agreement. Any such writing shall be deemed a part of and incorporated into this Agreement. The initial list of Code Share routes on which the Parties and their Affiliates may code-share is attached hereto as Appendix

### A. as amended from time totime. 2.2 Product Definition. The Parties shall strive to devise as seamlessz product as possible with the goal of providing the best product to Code Sharing Passengers. The specification and provision ofthe onboard product offered on Code Share Flights shall be the responsibility ofthe Operating Party. The Parties shall periodically review theirjoint productto seekother product improvements thatcontributeto as seamless as possible passengerexperience. 2.3 Government Requirements. The Parties acknowledge that, at the beginning of the term ofthis Agreement and from time to time when the Parties change the Code Share Flights, theywill need to obtain additional authority from applicable Government authorities. The Parties shall use their commercially reasonable efforts to obtain such additional authority. Notwithstanding anything in this Agreement to the contrary, no Party shall be deemed to have made a false or misleading representation or warranty or to have failed to perform its obligations under this Agreement merely because the additional authoritycontemplated in this section has notyet been obtained by a Party, or because a Party's request for such additional authority is denied by any applicable Government authority. The Parties acknowledge that prior to the start of code sharing on any particular route; all required approvals or pre-conditions resulting from the employment contracts of either Party shall have been satisfied. 2.4 Affiliates. US agrees to work in good faith to obtain from each US Affiliate a Code Share Agreement Letter, as defined in subsection 2.5, and A3 agrees to work in good faith to obtain from each A3 Affiliate a Code Share Agreement Letter, as defined in SUbsection 2.5. As applicable to each Affiliate, once so obtained, delivered, and executed as provided herein, each

A3-US Code ShareAgmt. 3Party and the other's Affiliates will be permitted to Code Share on the flights operated by that Affiliate and visa versa subjectto the terms and conditions specified herein. 2.5 Code Share Agreement Letter. A Code Share Agreement Letter will be an agreement under which the applicable Affiliate agrees to be subject to the terms and conditions ofthe Agreement as though itwere US for US Affiliates orA3 forA3 Affiliates, subjectto the following: (a) With regard to subsection 8.2 ofthe Agreement, it is acknowledged that Affiliates do not issue tickets. With regard to subsections 7.1 and 8.3 ofthe Agreement the counter-party to each Partywill be the other Party ratherthan the Affiliate. (b) For the purposes of subsections 4.1, 5.1, and 6.1 ofthe Agreement, for flights operated by US Affiliates, US will be deemed the Operating Party and for flights operated by A3 Affiliates, A3 will be deemedthe Operating Party. (c) Subsections 14.1, 14.2, and 15.1 ofthe Agreement do not applyto the Affiliates. (d) The duties ofthe Operating Party underArticle 22 oftheAgreementwill be fulfilled bythe. Affiliate via its compliance with the requirements for insurance under its agreement with US orA3. 2.6 Code Share Agreement Letter Language. It is agreed that a Code Share Agreement Letterwill be evidenced bysubmission by a Partyto the otherofa document that includes the following text: [Name ofAffiliate] ("Affiliate") agrees to be subject to the terms and conditions of the Code Share Agreement between US Airways, Inc. and Aegean Airlines S.A. dated [date ofagreement] ("Agreement") as though it were [US orA3] and as though the entire Agreement were restated as being between Affiliate and [US or A3], subject to the conditions specified in subsection 2.6 of that Agreement and the otherterms and conditions thereof. Such letter will be from an authorized officer of the applicable Affiliate and signed by an authorized representative of A3 or US. The other Party agrees to promptly countersign such letters and return them promptly to such Affiliatewith acopyto the other Party. 2.7 Efforts to Obtain Code Share Agreement Letter. It is acknowledged and agreed that this Agreement establishes a mechanism for establishing Code Sharing arrangements between A3 and the US Affiliates and between US and the A3 Affiliates. It is further agreed that the efforts to obtain the Code Share Agreement Letterswill fulfil each Party's duties undersubsection 2.4. 2.8 Government Requirements for Affiliates. It is agreed that Code Share Flights operated by Affiliates requires approval of governmental authorities. The Parties agree to pursue such approval diligentlyand in good faith.
ARTICLE 3 GENERAL REQUIREMENTS 3.1 Operating Authority. Both Parties shall maintain the requisite operating authorities and all other permits, licences, certificates and insurances required by governmental authorities to enable both Partiesto operate ormarketthe Code Share Flights covered by this Agreement. 3.2 RegulatoryCompliance. Both Parties shall conduct all Code Share Flights in compliance with the requirements of the civil aviation authorities of Greece, the United States of America, any required third-country approvals, and all other applicable governmental regulations. Where there is any conflict or choice ofapplicable law in relation to any part ofthe Services, the laws of the Operating Carrier's own state shall apply. Both Parties shall operate the Code Share Flights with

A3-US Code ShareAgmt. 4its own or leased aircraft and crews in accordance with and subject to its usual business practices, without prejudice to the provisions ofSection 20.5. 3.3 Airworthiness. The aircraft shall be supplied by each Operating Party in an airworthy and operable condition, duly manned and equipped so as to be fit forthe operation as agreed by both Parties. The aircraft shall also remain under the technical and operational control of the Operating Party at all times and shall be operated in accordance with each Operating Party's requirements and procedures. The Operating Party may not subcontract any ofthe Services without the priorwritten consent of the Marketing Party whose consent shall not be unreasonably withheld, conditioned or delayed. For avoidance of doubt, the responsibility and liability of the Operating Party under this Agreementshall not be reduced or eliminated in any mannerby subcontracting. The Operating Party has the right to substitute aircraft or delay or cancel a Service due to unserviceable aircraft or where otherwise operationally necessary for the proper running of the Services and no alternative is available. Substitute aircraft shall conform to paragraph 1 of this section. When operationally possible, the Marketing Party shall be informed in advance of substitution but in any event as soon as possible aftersuch substitution. With 30 days written notice and allowing for minimal disruption of operations, the Marketing Carrier may perform an audit of the Safety and Operating Practices/Procedures ofthe Operating Carrier. At the discretion and full expense ofthe Marketing Carrier, results from an independent third-party audit may be used to fulfil this requirement. 3.4 Security and Crisis Management. Unless otherwise mutually agreed in writing by the Parties, the in-flight security regulations and in-flight emergency and accident procedures shall be implemented in accordance with the regulations laid down by the regulatory authority or authorities of the Operating Party and Appendix A hereto. Each Party shall provide their respective flight attendants on the Services with all necessary details of and training relevant to each Party in relation to such security and emergency procedures. Both Parties shall ensure conformance by their resp.ective employees with the same. Both Parties shall also be entitled to participatefully (including having personnel atemergency or incident centers ofthe other Party) in the event ofany incidentthataffectsthe Services. 

### 3.5 Disclosure. Each Partyshall ensurethat passengerswill be appropriately informed ofwhich carrier is the Operating Party atthe time ofreservation/ticketing ofthe Code Share Flights.
ARTICLE 4 FLIGHT NUMBER PUBLICATION 

### 4.1 Flight Numberand Code. Aegean and US Airways shall cause the Code Share Flight numbersto be published in computer reservations systems (CRS) used by them, flight information display systems, the Official Airline Guide, flight schedules, timetables and other similar publications and advertisements. To facilitate the schedule filing process, both Parties shall supply to each other the necessary schedule details in sufficient time to meet applicable filing deadlines. Each Party shall bear its own costs for the publication of the services or connections for the code-share services in any paperdocumentor electronicdistribution system/device. 

### 4.2 Disclosure of Operating Party. Both Parties shall ensure that the Operating Party is clearly identified in all public communications and advertisements in compliance with any applicable regulations.

A3-US Code ShareAgmt. 5ARTICLE 5 SCHEDULE CHANGES 5.1 Schedule Changes. Each Party shall have the un1lateral right to modify its schedules, and to add ordiscontinue individual flights orroutes, in its sale discretion; provided, however, that each Party shall give reasonable notice to the other Party ofsuch changes affecting the Code Share Flights priorto implementing any such schedule alteration, route addition or discontinuation. The Parties also agree to consult with each other on the schedule, type of aircraft, and frequency of the service to be offered on the Code Share flights in orderto maximise the commercial opportunities available to both parties. It is understood by both parties that such consultations do not obligate either partyto make a change to currentschedules, aircrafttypes orfrequencies.
ARTICLE 

### 6 COMPUTER RESERVATION CHARGES 

### 6.1 Booking Fees. The Operating Party shall be responsible for any booking/cancellation fee charged by the vendor of a computer reservation system on a Code Shared service of its operated flight. Ifsuch a fee is billed to the Marketing Party, the Operating Party shall reimburse the Marketing Party.

ARTICLE

### 7 PAYMENTS 

### 7.1 Prorates. Each Party shall invoice the other Party through the lATA Clearing House in accordance with its procedures for amounts due pursuant to the Special Prorate Agreement made between the Parties in conjunction with thisAgreement. 

### 7.2 Revenue Accounting. Revenue accounting procedures in respect ofthe Code Share Flights shall be as setout in Appendix 0, as.amended from timeto time. 

### 7.3 Direct Billing. Whenever possible, the booking/cancellation fees shall be billed directly by the GDS to theOperating Party. 

### 7.4 Third-Party Ticketing. All coupons issued by third parties shall be invoiced to such third parties directly by the Operating Party. The Marketing Party will assist the Operating Party with collection ofappropriate revenues in the event the Operating Party is unable to collect revenues from athird party. 

### 7.5 Flight Interruption Manifest. Marketing Party passengerstransferred to the Operating Party under the Flight Interruption Manifest rules (FIM passengers) will be charged by the Operating Party to the Marketing Partyatthe rates as per normal Multilateral Proration Agreement (MPA) rules ifnot otherwise agreed in a separate Special Prorate Agreement between the Parties.
ARTICLE 8

TICKETS 

### 8.1 Endorsement. Tickets issued with either Party's flight numbers for the Code Share Flights shall be accepted bythe other Partyfor carriage withoutthe necessityforendorsement. 

### 8.2 Ticket Issuance. Each Partyshall issuetickets for Code Shared Flights subject to the regulations set forth in the lATA Multilateral Interline Traffic Agreement (MITA), as may be amended from' timetotime

A3-US Code ShareAgmt. 68.3 Fares. Fares for airtransportation on all Code Shared Flights shall be individually established by each Party for passengers booked under its respective designator code, subject to applicable bilateral airservice agreements and applicable laws and regulations. 

### 8.4 Non-Revenue/Reduced Travel. Non-revenue or reduced-revenue travel on a Party's flights shall only be ticketed using the Operating Party's designator code, and such ticket issuance shall be governed by the terms and conditions contained within the applicable non-revenue or reducedrevenue travel agreement between the parties.
ARTICLE 9 STATION PROCEDURES AND SEAT RESERVATIONS 

### 9.1 Station Procedures. Station and ground handling procedures shall be set out in Appendix 

### B hereto, as amended from time to time. The Operating Party shall provide all Marketing Party passengers on each of the Services with service at least as good as that given to the Operating Party's own passengers. For avoidance of doubt, the Operating Party shall operate code-share flights, including in-flight services, in accordance with its own service standards. Customer relations and complaints handling procedures (including in relation to baggage claims) shall also be handled bythe Parties in accordancewith AppendixA hereto. 9.2 Seat Reservations. Seat reservations on the Code Share Flights shall be effected and administered in accordance with Appendix 

### B hereto, as amended from time to time. Special passenger requirements shall be honored to the extent reasonably possible by the Operating Party and in any event in accordance with Appendix C hereto. The Parties agree that any passenger information supplied by the Marketing Party to the Operating Party belongs to the Marketing Party. The Operating Party undertakes to keep all such information confidential and not to use it other than for the reasons specifically set out in this Agreement to accommodate passengers on the Services.
ARTICLE 10 CLAIMS PROCEDUREAND IMMIGRATION 

### 10.1 Claims Handling. The Operating Party shall apply its procedures for claims handling for all passengers on the Code Share Flights. The Operating Party shall bear the costs for handling passenger, baggage and cargo claims of all passengers on the Code Share Flights consistent with its Conditions of Carriage and Claims Handling Procedures, and final claims handling authoritywill be the sole responsibility ofthe Operating Party. 

### 10.2 Immigration and Customs. The Operating Party shall be liable for any and all expenses associated with immigration and customs documentation of the Code Share Passengers and shall indemnify and hold harmlessthe Marketing Partyforall costs and expenses related thereto, unless the Marketing Party provides such services through aground handling agreementwith the Operating Party, in which eventthe terms ofthatagreement shall apply.
ARTICLE 11 IRREGULAR FLIGHTSAND OVERSALES 

### 11.1 Passenger Related Expenses. In the eventofflightdelays, cancellations, otherflight irregularities or oversales as a result of matters within the Operating Party's direct control affecting the Code Share Flights, the Operating Party shall bear all costs associated with off-loading and downgrading of passengers, and accommodating passengers delayed and affected by cancellations, or passengers otherwise subjected to flight irregularities. Equal treatment shall be extended by

A3-US Code ShareAgmt. 7the Operating Party to its own and the Marketing Party's passengers in these and all other circumstances. The Parties shall on a regular basis review existing procedures for accommodating passengers with respect to flight irregularities and oversales to determine their adequacy for the purpose of this Agreement and will make such adjustments to existing procedures as they find necessary and appropriate. 

### 11.2 Alternate Flight Arrangements. In the event ofa cancellation, oversale or a diversion of a Code Share Flight, the Operating Party or its nominated agent shall, with the assistance of the Marketing Party, if available, make necessary arrangements to transport passengers to their destinations. Where possible, the Parties shall reroute passengers on each other's flights. 

### 11.3 Aircraft Substitutions. The Operating Party may substitutefrom time to time an alternative aircraft type and shall in such eventadvise the Marketing Party accordingly.
ARTICLE 12 POLICIES, RULES AND PROCEDURES 

### 12.1 Applicability. In the event this Agreement is silent with respect to which of Aegean's or US Airways' policies, rules and procedures are applicable and in the absence of any applicable agreement, law or regulation, the pOlicies, rules and procedures of the Operating Party shall applyto the extentconsistentwith the terms ofthis Agreement.
ARTICLE 13 COMPLIANCEWITH LAWS 

### 13.1 Terms of the Agreement. The terms and conditions of this Agreement shall always be in accordance with all applicable laws (including government rules, regulations and orders) of the United States, Greece, or other countries concerned, or interstate conventions and/or arrangements. Ifsuch is notthe case, the Parties shall confer in orderto amend the Agreement to the extent required or to jointly find any other solution suitable to the continuation of the operation. 

### 13.2 Action of Parties. Nothing in this Agreement shall require either Party to contravene any law or regulation. The Parties hereby confirm that all transportation services and advertising or other forms of solicitation in respect ofthe Code Share Flights shall comply in full with applicable laws and regulations.
ARTICLE 14 JOINTADVERTISING AND SALES PROGRAMS 14.1 Code Share References. Both Parties shall include mutually agreed references to the cooperation in all marketing and promotional activities undertaken in support of their Code Share Flights afterthe effective date ofthis Agreement. 14.2 Promotional Plans. Both Parties shall develop plans formutuallyagreeable advertising and sales programmes, where appropriate. 

### 14.3 Sales and Marketing Expense. Each Party may maintain, and will be individually responsible for the expense ofits own sales and marketing officeswhereversituated.
ARTICLE 15

A3-US Code ShareAgmt. 8COMMUNICATIONS 15.1 Communications. The Code Share Flights shall be marketed to the public using both the A3 and US designator codes and incorporating, where reasonably appropriate and feasible, the various Aegean and US Airways trademarks, service marks, logos, and other symbols used by Aegean and US Airways.
ARTICLE 16 COMMERCIAL NAMES, PRODUCTS AND LOGOS 16.1 Ownership. The Parties reciprocally recognize the property and title of each other in their commercial names, products and logos. Except as otherwise permitted under this Agreement, neither Party shall use the commercial names, products and logos ordeSignatorcode ofthe other Party, without the prior written consent ofthe other Party and then only in the form, style and colors specifically permitted. 16.2 Frequent-Flyer Programs. Each Party shall abide by the rules and procedures as set out in the bilateral participation agreements in relation to the respective frequent-flyer programs.
ARTICLE 17 GOVERNING LAW 17.1 Governing Law. ThisAgreement shall be governed by and construed in accordance with the law, including the common law, ofthe State of New York without reference to principles of choice or conflicts of law. The exclusive venue for any lawsuit filed in state court relating to this Agreement shall be in the State of New York. The exclusive venue for any lawsuit filed in federal court relating to this Agreement shall be in the federal District Court for the State of New York, Southern District. With respect to any lawsuit ariSing out of this Agreement, the Carriers agree that exclusive jurisdiction shall be with the applicable court as set forth in this paragraph with respectto venue.
ARTICLE 18 SETTLEMENTOF DISPUTES 18.1 Arbitration. In the event of a dispute under this Agreement, where such dispute has not been settled witt:lin thirty (30) days after notice from either Party to the other of the existence ofthe dispute, the Parties agree that, at the request of either Party, such dispute will be submitted for binding arbitration with the following conditions: (a) the proceeding will be held before a single arbitrator selected jointly by Parties or,**wh~re** such agreement cannot be reached, by appointment ofthe Administrator ofthe American Arbitration Association or his or her designee; (b) except as modified by this Article, the International Arbitration Rules of the American Arbitration Association will govern the arbitration; (c) the proceeding will be conducted in English; (d) the proceeding will be held in Washington, D.C., U.S.A.; (e) the law, including the common law, ofthe United States and the State of NewYorkwill govern all aspects ofthis Agreement, as amended, without regard to NewYork's conflict of laws statutes; (f) the arbitrator will decide the assignment of the costs ofthe arbitration; (g) the proceeding will be closed except to the parties, their attorneys, representatives, witnesses and experts, all ofwhom must agree to maintain the confidentiality of the dispute; (h) the existence, proceeding and resolution of the dispute will be kept confidential by the parties and will only be disclosed to parties and individualswith a need to know of its existence and who will agree to maintain confidentiality; (i) the arbitration will be binding upon the parties unless mutually agreed otherwise in writing; and 

### 0) it is the intention of the partiesthatthe decision ofthe arbitratorwill be enforceable in any national courtofcompetent

A3-US Code ShareAgmt. 9jurisdiction pursuant to the United Nations Convention for the Recognition and Enforcement of Foreign Arbitral Awards of 1958 commonly known as the "New York Convention."
ARTICLE 19 CONDITIONS OF CARRIAGE 19.1 Applicable Conditions of Carriage. In relation to the contract between the Marketing Party and its passengers that travel on an Operating Party's flight the applicable Conditions of Carriage (Le. those of the Marketing Party and/orthe Operating Party) shall be determined in accordance with the provisions of the Warsaw/Montreal Convention (or any other Convention law or regulation which shall for the time being govern the applicability ofsuch Conditions of Carriage). Insofaras the applicability of such Conditions of Carriage shall not be governed by the Warsaw/Montreal Convention or any other relevant Convention law or regulation, the Conditions ofCarriage ofthe Marketing Partyshall apply to such contract. 19.2 Conflict. In the event of a conflict or inconsistency between the Operating Party's Conditions of Carriage and the Marketing Party's Conditions of Carriage which cannot be solved through mutual understanding of the Parties or which must be solved immediately due to operational urgency, then, the Operating Party may conduct its services with respect to all Code Share passengers in conformitywith its own Conditions of Carriage as the case may be, provided that obligations to passengers of both the Operating Party and the Marketing Party shall remain in accordance with the industry practice and regulatory requirements. 19.3 Liability. Notwithstanding the provisions of subsections 19.1 and 19.2, the Marketing Party acknowledges that the Operating Party's liability to the Marketing Party underthis Agreement is limited to that permitted in the Operating Party's own Conditions of Carriage, as amended from timeto time.
ARTICLE 20 LIABILITYAND INDEMNITY 20.1 Passenger and Baggage. Subject to Article 20.3, the Operating Party shall indemnify and hold harmless the Marketing Party and its directors, officers, employees and agents from all liabilities, damages and claims including all costs and expenses incidental thereto (collectively "Claims) which mayoccuragainst, be charged to or recoverable from the Marketing Party and its directors, officers, employees or agents by reason of death or injury to any person, loss of or damage to property, including without limitation baggage, cargo or mail or delay resulting therefrom suffered by third parties, passengers and non-passengers arising out ofor in anyway connected with the Code Share Flights, unless dueto the gross negligenceand/orwillful misconductofthe Marketing Party, its directors, officers, employees and agents. 20.2 Employees and Property. Each Party shall indemnify and hold harmless the other Party and its directors, officers, employees and agents from all liabilities, damages, demands and claims including all costs and expenses for any injuryto ordeath of employees ofthe indemnifying Party on duty underthis Agreement (exceptwhen these are ticketed passengers ofthe other Party), or any loss of or damage to property (including aircraft) of the indemnifying Party resulting from, arising out oforin anyway connected with the Code Share Flights exceptto the extentdueto the gross negligence and/or willful misconduct of the other Party or any of its directors, officers, employees oragents. 20.3 Traffic Documents. Each Party shall assume the entire responsibility for the issuance of its own traffic documents and the reservation ofspace, and shall indemnify the other Party, its directors, its officers, employees and agents against all liabilities, damages, demands and claims including all costs and expenses arising therefrom, provided that such indemnification shall not cover

A3-US Code ShareAgmt. 10claims caused by the gross negligence or wilful misconduct of the other Party or any of its directors, officers, employees oragents. 20.4 Notice of Claim. Each Party undertakes to advise the other Party of any claim, action or proceeding that is presented to or instituted against it in respect of matters to which the indemnities in subsections 21.1 or21.3 above are applicable and the Parties agree to co-operate in the resolution, settlement ordefensethereof. (a) For the avoidance of doubt, the indemnified Party shall allow the indemnifying Party, if the indemnifying Party so requests, to conduct and control the defence of such claims and any related settlement negotiations. (b) Notwithstanding the above, if so requested by the Code Share Passengers of the Marketing Party, the Marketing Party, subject to Operating Party's insurer's agreement, shall handle such claims on behalf of the Operating Party in accordance with its own procedures and payment ofsuch claims. However, the Marketing Party shall inform and consultwith the Operating Party about these claims, in accordance with 20.3. Thereupon the Operating Party shall indemnifythe Marketing Partyfor such payment. 

### 20.5 Subcontracts. Ifthe Operating Party subcontracts the operation ofa service to a third Party, the liabilityofthe Operating Partyshall remain unaffected, and the Operating Partywill ensurethatan indemnity clause similar to SUbsection 

### 20.1 and similar insurance requirements with no less stringentconditions and complying in all respects with Article 21 are included in the subcontract. 

### 20:6 Exclusions. Neither Party will be liable for any indirect, special, incidental or consequential damages, including lost revenues, lost profits, or lost prospective economic advantage, whether or not foreseeable and whether or not based on contract, tort, warranty claims or otherwise in connection with this Agreement, and/or the products or services provided hereunder, and each carrier hereby releases andwaives any claims againstthe othercarrier regarding such damages.
ARTICLE21 INSURANCE 21.1 Insurance Coverage. During the term ofthis Agreement, each Party shall procure and maintain the following insurance coverage in support of the Code Share Flights operated by such Party and cause their insurers to acknowledge the terms and conditions ofthe indemnities, as required bythis Agreement: (a) Aircraft Hull and Hull War and Allied Perils Insurances for the aircraft provided and shall cause its insurers to waive any and all rights of subrogation against the other Party, its directors, its officers, employees, and agents to the extent the Operating Party has agreed to waive its rights against orindemnifythe other Party hereunder. (b) Aircraft Third Party, Passenger, Baggage, Cargo and Mail Legal Liability Insurance for a combined sin Ie limit bodil injury/property damage) of at

### least4•••••••• each occurrence. Such legal liability insurance shall contain the following provisions: (i) include the other Party, its directors, its officers, employees and agents as additional insured (the "Additional Insureds") with respect to the Operating Party's indemnification obligations hereunder. (ii) provide that the insurance shall operate in all respects as if a separate policy had been issued covering each Party insured hereunder. Notwithstanding the foregoing. the

A3-US Code ShareAgmt. 11total liability of insurers in respect of any and all insureds shall not exceed the limits of liability stated in the policy. (iii) provide that this insurance shall be primary and without right ofcontribution from any other insurance carried by the Additional Insureds. (iv) provide that the cover afforded to each Additional Insureds by the policy shall not be invalidated by any act or omission (including misrepresentation and non-disclosure) of any other insured or Partywhich results in a breach ofany term, condition orwarranty of the policy provided that the Additional Insured so protected has not caused, contributed to or knowingly condoned the said act oromission. (v) provide that, except in respect of any provision for cancellation or automatic termination specified in the policy or any endorsement thereof, the cover provided may only be cancelled or materially altered in a manner adverse to the Additional Insureds by the giving of not less than thirty (30) days notice in writing, except in the event of cancellation due to non-payment of premium where such notice shall be ten (10) days, and exceptthatwith respect to warand allied perils coverage, such period of notice shall be seven (7) days or such lesserperiod as may be customarily available. (c) Third-Party Liability War Risk insurance as perAVN52E or equivalent and 

### FAA Chapter 443War Risk Insurancefor U.S. carriers, and excess insurance coverand/orgovernment assisted protection for an amount not less than

_ • 

# I foranyoneoccurrence. 

### 21.2 Documentary Evidence. Certificates ofInsurance evidencing compliance with this Article shall be made available by each Partyto the other priorto the first flight hereunderand prior to each and every renewal ofsuch insurance. ARTICLE 

### 22 FAMILY ASSISTANCE 

### 22.1 Family Assistance. The carriers and their insurers shall endeavor to cooperate in post-accident handling to mutually ensure that the families ofthe accident victims are treated with the dignity, respect and financial assistancetowhich they are entitled. All Parties will act in the spirit ofgood faith and reasonableness. Cooperation among all Parties shall not be unreasonably withheld. The Operating Party shall be responsible for perfonning, and incurring all associated costs with respect to, all emergency response activities at the accident scene and all family assistance activities as required by law. The Marketing Party agrees that. at its cost and expense, it will provide information and shall assistthe Operating Partywith respect to its ticketed passengers.

A3-US Code ShareAgmt. 12ARTICLE 22 TAXES 23.1 Tax Responsibility. Each Party shall be responsible for any net or gross income or franchise Taxes on the revenues or income or any measure thereofwhich is attributable to it in connection with the sale ofairtransportation pursuantto this Agreement. Each Party shall be responsible for and pay such Taxes on the portion ofsuch revenues or income attributable to it in relation to any interline service charge. 23.2 Ticket Taxes. With respect to the sale of air transportation, the ticketing carrier shall collect and remit to the appropriate taxing authority or to the paying Party all Ticket Taxes required to be collected and remitted by such Party. 23.3 Government Taxes. Each Party shall pay any Taxes imposed upon it by any governmental or regulatory authority not required to be paid bythe other Party hereto in accordance with the terms hereof.

24.1

24.2

24.3

24.4

24.5 ARTICLE 24 TERM AND TERMINATION Effective Date of Agreement. Subject to any required government approvals, this Agreement shall become effective May 09, 2011 and shall apply to all reservations made on or after May09 2011, in respect offlights operating on orafter March 27, 2011. Term of Agreement. The Agreement shall remain in full force 

### tOi 

# I • and thereafter shall be automatically extended unless terminated by either Party, without cause, upon written notice given at least prior to the date of termination. Default. Any default of**~t** (except as to events described in subsection 25.4) which is not remedied within

___of receipt of written notice of such default shall give the non-defaulting Partythe rightto terminate this Agreementwith immediate effect. Star Alliance Membership: Aegean mayterminate this Agreement with at**leas~** notice if US withdraws or is expelled from the Star Alliance. US may

### terminate~ with at least notice if Aegean ceases plans to join Star Alliance or, following completion ofits membership, withdraws or isexpelled from the StarAlliance. Liability of Non-Defaulting Party. In the event of termination under this Article, the terminating Party shall not be liable for any expenses, costs or damages of any kind incurred by the other Party as a consequence of such termination or any compensation by reason thereof as long as the noticeoftermination is legally given in accordance herewith.
ARTICLE 25 POSTTERMINATION RIGHTS 25.1 Survival of Obligations. Termination of this Agreement by either Party shall not absolve either Party from the obligations accrued prior to that termination. Obligations that are of a continuing nature shall survive the termination ofthis Agreement. Upon the expiration or termination ofthis Agreement, including a notice oftermination, whichever occurs earlier, the Parties agree to honor tickets issued by either Party prior to the expiration, termination or notice of termination, for transportation on a Code Share Flight.

A3-US Code ShareAgmt. 13ARTICLE 26 CONFIDENTIALITY 26.1 Confidential Information. Save as required to make the requisite filings with the respective government authorities, the Parties shall maintain the confidential nature ofthis Agreement, and shall not disclose its contentsto any third party except in any proceeding to enforce any provision of this Agreement or when otherwise required by law or government order, unless prior written consent of the other Party has been given. The foregoing confidentiality obligations shall also apply to all proprietary information or data received from and designated as such by the disclosing Party. ARTICLE

### 27 DATA PROTECTION
27.1 Data Protection. Each Party acknowledges and agrees that any processing of personal data by either Party or its Affiliates pursuant to or in connection with this Agreement is subject to the principles outlined in this Article. Data must be: (a) fairly and lawfully processed; (b) processed for limited purposes; (c) adequate, relevant and notexcessive; (d) accurate; ( e ) kept no longerthan necessary; (f) processed in line with passengers rights; (g) secure; and (h) nottransferred to third countries without adequate protection. 27.2 Data Management. Subject at all times to subsection 28.1, anytransfer ofpersonal data relating to passengers from one Party or any of its Affiliates to the other Party or any of its Affiliates is subject to the agreement of the Parties and in any event shall be made only if the transfer is necessary to perform a contract with the relevant passenger orto perform any other contractual obligation which is in the interests of the relevant passenger, has been consented to by the relevant passenger oris otherwise permitted underapplicable laws. Any personal data so transferred may be processed by the receiving Party or its Affiliates onlyfor the purpose(s)forwhich it istransferred, and may not in any event be usedfordirect marketing or market research purposes by the receiving Party or its Affiliates without the consent of both the transferring Party and the relevant passenger. To the extent that one Party orits Affiliates processes personal data on behalf ofthe other Party or its Affiliates pursuantto or in connection with this Agreement, the Party or Affiliate processing the data shall do so in accordancewith the instructions ofthe other Party, and with anyterms that maybe agreed upon bythe Parties. For the purpose of this Article, "personal data" shall mean data that relates to a living individual who can be identified from the data orfrom the data and other information in the possession of (or likely to come into the possession of) the data controller and includes any expression of

A3-US Code ShareAgmt. 14opinion about the individual and any indication ofthe intentions ofthe data controller or any other person in respect ofthe individual. For the purpose of this Article, "process" and derivatives thereof shall mean in relation to information or data, obtaining, recording or holding the information or data or carrying out any operation or set of operations on the information or data including: organization, adaptation or alteration of the information or data; retrieval, consultation or use of the information or data; disclosure of the information or data; disclosure of the information or data by transmission, dissemination or otherwise making available; or alignment, combination, blocking, erasure or destruction ofthe information ordata. Notwithstanding anyofthe above language, in the eventofadispute between such language and United States law or regulation, United States law or regulation will control the actions of US Airways at all times. US Airways shall not be in violation of any terms of this Agreement as a result ofcompliance with United States lawor regulation.
ARTICLE 28 EXCLUSIVITY 

### 28.1 Third-Party Arrangements. This is a non-exclusive Agreement and does not prevent either Party from entering into or maintaining existing marketing arrangements or Code Share arrangements with any otherthird party.

ARTICLE

### 29 REPRESENTATIONS ANDWARRANTIES 

### 29.1 Representations And Warranties. Each Party represents and warrants to the other Party as follows: (a) Organizations and Warranties ofthe Parties. It is duly incorporated and avalidly existing corporation in good standing and has the requisite powers and authorities to own, operate and lease the properties and assets it now owns, operates and leases and to conduct its business as it is nowbeing conducted. (b) Authority Relative to thisAgreement. It has the corporate powers and authorities to enter into, execute and deliver this Agreement and to consummate the transactions contemplated hereby in accordancewith the terms hereof. The execution and delivery of this Agreement and the consummation ofthetransactions contemplated hereby has been duly authorized by all necessary corporate action on its own behalf. This Agreement has been duly and validly executed and delivered and is, assuming due execution and delivery by the other Party thereof and that the other Party has full legal power and right to enter into such agreements or instruments, a valid and binding obligations of it, enforceable against the other Party in accordance with its terms, except that such enforceability shall be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting the rights of creditors generally or the application ofgeneral principles ofequity, regardless ofwhether in a proceeding at lawor in equity. (c) No Violations. Neither the execution and delivery of this Agreement by it, nor the consummation by it ofthe transaction contemplated hereby:

A3--US Code ShareAgmt. 15(1) conflicts with or results in a breach of, or constitutes a default (or gives rise to any right to termination, cancellation or acceleration) under any of the terms, conditions orprovisions of: (i) the Certificate ofIncorporation or By-Laws of it; (ii) any indenture, mortgage, lease, deed of trust, pledge, loan or credit agreement, employee benefit plan, collective bargaining agreement, or anyothersimilarcontract to which it is party; or (iii) any judgement, order, writ, injunction or decree of any domestic or foreign court or governmental agency, other than, in the case of (i) and (ii) above, those conflicts, breaches or default which, in the aggregate, would not reasonably be expected to have a material adverse effect on the operations contemplated by this Agreement ("Adverse Effect"), or (2) violates orconflictswith anyfederal, state, local, orforeign law, rule, or regulation to which it is subject, other than those violations or conflicts which, in the aggregate, would not reasonably be expected to have an Adverse Effect. (d) Approvals and Consents. To its best knowledge, no notice to, filing or registration with, orpermit, authorization, consent orapproval ofany governmental agency orthird party is necessary or required to be made or obtained by it in connection with the execution and deliveryofthisAgreement otherthan specified in subsections 3.1 and 3.2 above. 29.2 Survival of Representations and Warranties. Each representation and warranty made by each Partyto thisAgreement shall survive the execution ofthis Agreementfora period oftwo (2) years during which time indemnification may be sought for a breach ofsuch representation orwarranty. Each covenant and agreement made by each Partyshall survivethe execution ofthis Agreement.
ARTICLE 30 FORCE MAJEURE 30.1 Event of Force Majeure. Neither Party shall be responsible for failure to perform any of its obligations under this Agreement, other than its obligations under Article 7 hereof, when such failure is due to any strike, lockout, labor dispute, war or civil commotion, threatened or actual terrorism, war, riot, internal disturbance, blockade, insurrection, accident to the aircraft, natural calamity (including without limitation excessive or unusual weather conditions), disruption of communication, law, decree, judgement, activation of the 

## u.s. Civil Reserve Air Fleet or other governmentaction, epidemics orquarantine restrictions, oranyothercause beyond the control of the non-performing Party that renders its performance hereunder impossible. In such case, 

### (i) neither Party shall be held to pay any damages or cost ofwhatever kind exceptfor any accrued right and liability, and 

### (ii) the Parties shall discuss and agree on the action to be taken. 31.2 Right of Termination. In the event that the condition that has given rise to the failure of performance cannot be removed by the non-performing Partywithin a reasonable time, then the other Party, after consultations, shall have the right to terminate this Agreement without further obligation or liability to the non-performing Party, subject to a notice in writing to that effect given sixty (60) days priorto termination.

A3-US Code ShareAgmt. 16ARTICLE 31 INDEPENDENTCONTRACTORS 31.1 Nature of Relationship. The Parties hereby confirm that they are independent contractors and nothing herein is intended or shall be construed to create or establish a partnership or joint venture. Accordingly, subject to Article 20, each Party shall assume its own liabilities and responsibilities and shall indemnify and hold harmless the other Party regarding any claims, demands orany other actions related to taxes, labor relations, sub-contractors and agents. The parties expressly acknowledge that they do not enjoy anti-trust immunity with each other and mustfollow all applicable competition laws.
ARTICLE 32

WAIVER 32.1 Written Waiver. At any time, to the extent permitted by law, any term or provision of this Agreement may be waived in writing bythe Partywhich is entitled to the benefitsthereof. 32.2 Future Performance. The waiver of any term or condition of thisAgreement shall notconstitute a waiver of any subsequent defaultor preclude such Partyfrom thereafter demanding performance thereofaccording tothe terms hereof.
ARTICLE33 NOTICES 33.1 Notices. All notices, demands, consents, approvals and any other communication required or permitted underthis Agreement shall be in writing and shall be delivered to the respective head offices ofthe Parties at: In thecase of:

In thecase of:

A3-US Code ShareAgmt. AEGEAN AIRLINES S.A. 31, Viltanioti str., 145 64 Kifissia Greece Attention: Telephone: Facsimile: E-Mail: Attention: Telephone: Facsimile: E-Mail:
US 

### Airways, Inc. 111 W. Rio Salado Parkway Tempe, AZ 85281 U.S.A. Attention: Telephone: Facsimile:

17With a copy via facsimile to: US Airways, Inc. 111 W.Rio Salado Parkway Tempe, AZ 85281 U.S.A. Attention: Facsimile: Any change to the above addresses or numbers shall be immediatelynotified to the other Party in accordancewith the notification provisions contained herein. 33.2 Effective Delivery. If not hand delivered, such notices shall be delivered by prepaid registered mail, overnight/express courier or facsimile. A notice sent by mail shall be deemed to be delivered fifteen (15) business days afterthe date of mailing. A notice sent by overnight/express courier shall be deemed to be delivered upon its actual date of delivery. A notice sent by facsimile shall be deemedto be delivered on the business dayfollowing transmittal.
ARTICLE 34 SUCCESSORS AND ASSIGNEES 34.1 Successors and Assignees. This Agreement shall be binding upon and inure to the benefit ofthe Parties hereto and their respective successors and permitted assigns (which shall include any successor by merger, amalgamation, consolidation, or purchase ofsubstantially all the assets of either Party); provided, however, that, except as provided in Article 20.5, neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any Party hereto (exceptto such asuccessor)without the priorwritten consentofthe other Party. Any assignment or transfer, by operation of law or otherwise, without such written consent shall be null and void and ofnoforce oreffect.
ARTICLE 

### 35 NOTHIRD-PARTY BENEFICIARY 35.1 Beneficiaries. Nothing in this Agreement is intended, orshall be construed, to confer upon or give any person other than the Parties hereto and their respective successors and pennitted assigns, any rights, privileges, benefits or remedies under or by reason of this Agreement. The Contracts (Rights ofThird Parties)Act 

### 1999 shall not applytothis Agreement orto anyofits provisions.
ARTICLE 36 CONSTRUCTION 36.1 Construction ofAgreement. This Agreement shall not be construed againstthe Party preparing it, but shall be construed as if both PartiesjOintly prepared itand any uncertainty orambiguity shall not be interpreted against either Party.
ARTICLE 37 SEVERABILITY 37.1 Severability. Each provision of this Agreement shall be valid and enforced to the fullest extent permitted by law. The invalidity or unenforceability of any provision of this Agreement shall not affectthe validity or enforceabilityofany other provision.

A3-US Code Share Agmt. 18ARTICLE 38 ENTIRE AGREEMENT 

### 38.1 Entire Agreement. This Agreement including the Appendices set forth the entire agreement and understanding between the Parties as to the subject matter hereof, and supersedes al/ prior discussions, agreements and understanaings concerning the code share arrangements between the Parties. 

### 38.2 Amendments. Unless otherwise stated in this Agreement, this Agreement may not be amended except by an agreement in writing duly executed byauthorized representatives of both Parties. ARTICLE 39 SAFETYAND SECURITY 

### 39.1 Security Programs. In the operation of its services, the Operating Party may utilize its own security programs, or those imposed by government authorities. In undertaking these programs, the Operating Party may interview passengers, x-ray baggage, and perform such other functions as it may choose in its sole discretion. Aegean and US Airways agree to co-operate in all matters pertaining to security procedures, requirements and obligations in respect ofall points to orfrom which these services operatesubjectto the requirementto obtain any appropriategovernmentapproval. 

### 39.2 SafetyAudits. In the spirit ofexchanging, reviewing and sharing industry best practices regarding Safety. both carriers agree to coordinate, schedule, conduct and review regular assessments of each other's organization, systems, procedures and documentation in the form of audits and inspections. These assessments will be communicated with at least forty-five (45) days prior notice to intended execution, and will require collaboration from both carrier's organizations to conduct, review results and implement corrective actions where required. Ifany deviations noted and agreed to in these assessments is deemed to be in breach of any ofthe operators internal or industry standards, either carrier will reserve the right to temporarily suspend code sharing operations until such deviations are properly corrected and validated by the auditing party. Assessments carried out by agreed to, and duly recognized, third parties, may substitute the bilateral assessments outlined above. 

### 39.3 Reporting of ICAO Incidents. Each Carrier will notify the Safety Department at the other Carrier of all accidents or serious incidents as described in ICAO Annex 

### 13, Attachment C. Notification will be made not more than 10 days after any such occurrence. The notification will contain information listed in Annex 

### 13, Chapter

### 4, Section 

### 4.2.
ARTICLE40 COUNTERPARTS 40.1 Counterparts. This Agreement may be executed simultaneously in counterparts, each ofwhich shall be deemedto be an original, butallofwhich togethershall constitute one and the same instrument.
ARTICLE41 ENFORCEMENT 41.1 Enforcement. Aegean may enforce against either US Airways or any Affiliate. as described in Appendix A, any right it may have underthis Agreement, and either US Airways or any Affiliate may enforce againstAegean any right US Aif'Nays oranyAffiliate may have underthis Agreement, except that: (a) With regard to subsection 

### 8.2 ofthe Agreement. it is acknowledged that no Affiliate issue tickets;

A3-US Code ShareAgmt. 19(b) With regard to sUbsections 7.1 and 8.3 ofthe Agreement the counter party to Aegean will be US Airways ratherthan anyAffiliate; (c) For the purposes ofsubsections 4.1, 5.1, and 6.1 ofthe Agreement, for flights operated by anyAffiliate, US Airways will be deemed the Operating Party. (d) With regard to insurance required to be obtained or maintained by US Airways and any Affiliate, pursuant to Article 22, US Airways shall be solely liable for the compliance with the terms and conditions ofsuch Article 22. [Signature Page Follows]

A3·US Code ShareAgmt. 20IN WITNESS WHEREOF, the Parties hereto have caused this Agreementto be executed by their duly authorized representatives as ofthe datefirst indicated above.**Signe~~'orrbefyalf** of

### AEGE~UNE5S.A.



# . 0

Micha' CFO May09,2011 Kifissia, Greece

A3-US Code ShareAgmt. Andrew Nocel a SeniorVP- Marketing and Planning

May09,2011 Tempe,Arizona, U.S.A

Signedforand on behalfof PIEDMONTAIRLINES, INC.

Steve Farrow President [DATE] Salisbury, Maryland, U.S.A.

Signed forand on behalfof PSAAIRLINES, INC.

Keith D. Houk President 

### [DATE] Vandalia, Ohio, U.S.A.

21

### INWITNESSWHEREOF. the Parties hereto have caused this Agreementto be executed bytheir dulyauthorized representatives as ofthe datefirst Indicated above. Signed forand on behalfof AEGEAN**A!~LJNES ~.A** 

### •



### May09, 2011 Klfissia. Greece

# .......**~>**

A3-US CodeShareAgmt. 

### Signedforand on behalf

### of 

### USMRW

# X

ndr 

### wNocella SeniorVP
- Marketing and Planning

May09. 2011 Tempe.

### Arizona, U.&.A

Signedforand on behalfof PIEDMONTAIRLINES, INC.

Steve Farrow President [DATE]

### ~tW~"'lo

# \( Salisbury, Marylan'tt, U.S.A.

Signedforandon behalfof PSA**AlRLI~ES,** 

### INC.

Keith D. Houk President 

### [DATE] Vandalia, Ohio, 

### U.S.A.

21IN WITNESS WHEREOF, the Parties hereto have caused this Agreementto be executed bytheir dulyauthorized representatives as ofthe datefirst indicated above. Signed for and on behalfof AEGEAN AIRLINES S.A.

....**~** .

May 09,2011 Kifissia, Greece (

A3-US Code ShareAgmt. Signedforand on behalfof USAlRW

# X

Andr 

### wNocella SeniorVP
- Marketing and Planning

May09,2011 Tempe, Arizona, U.S.A

Signedfor and on behalfof PIEDMONTAIRLINES, INC.

Steve Farrow President 

### [DATE] Salisbury, Maryland, U.S.A.

Signedfor and on behalfof 

### PSA

# A1Rll~**~:I~**
Kei D. Houk Pre Ident 

### [0 E] Vandalia, Ohio, U.S.A.



### 21APPENDIXA FREQUENCY, SCHEDULE PLANNING AND SEATALLOTMENT to the Code Share Agreement effective as of May09,2011, between Aegean (A3) and US Airways (US):
1. Automated FreesaleArrangement 1.1 Subject to all necessary regulatory approvals, Aegean and US Airways shall display their respective codes on Code Share Flights in respect ofthe following routes: 1.1.1 Routeswithin North America and between North America and Europe where US Airways will be the Operating Party and Aegean will be the Marketing Party: CLT to/from COG, MAD, FRA, FCO PHL to/from ATH, FCO; LHR, MUC, BRU
1.1.2 Routes within Greece, and between Greece and points in Europe where Aegean will be the Operating Party and US Airways will be the Marketing Party: ATH/SKG to/from FCO, LHR, MUC, ATH to/from CHa, JMK, JTR, KGS, LCA, RHO, SKG LCAto/from LHR
1.2 The Parties may, by mutual consent and without the requirement to formally amend the Code Share Agreement, add, discontinue or substitute one or more city pairs on which they are or

### will operate Code Share Flights in accordance with the terms ofthis Agreement.
2. CodeShare Schedule Operations 2.1 The Parties shall: (a) establish a dedicated flight number range for use by Aegean and US Airways for use on the Code Share Flights; and (b) establish an automated transfer of flight schedule information between both Parties to allow efficient loading by both Code Share Flights prior to filing with OAG. Development to be done priorto orat the time offreesale automation; and (c) establish a communication procedure to advise the other Party of passenger**re~** accommodation plans in the eventofschedule changes involving a Code Share Flight.

A3-US Code ShareAgmt. 223. Schedulesand EquipmentChanges 3.1 The Operating Party shall inform the Marketing Party by SSIM exchange, telex or e-mail of any planned schedule changes or majoraircraft substitutions it may be required to make from time to time, as soon as reasonably possible to the following services: US to A3:



### A3 to US:

4. Affiliated Carriers
\ 4.1 The following affiliated carriers ofAegean and US Airways shall be included in this Agreementfor the purposes of the Code Share Flights, subject to proper commercial agreements and governmentapprovals: Aegean Affiliates [INSERTANYAFFILIATES HERE]

5. AppendixAdministration US Airways Affiliates AirWisconsinAirways, Inc. Chautauqua Airlines, Inc, Colgan Air, Inc. MesaAirlines MesabaAirlines RepublicAirlines, Inc. Trans StatesAirlines, Inc.

5.1 The departments responsibleforthe administration ofthis Appendix are: A3 : Network Planning, Scheduling &Allianaces
US: Alliances Scheduling Department

A3-US Code ShareAgmt. 

### 23APPENDIX B STATION PROCEDURES to the Code Share Agreement effective as of February 15, 2011, between Aegean (A3) and US Airways (US):
1. Ground Handling 1.1 The Operating Party shall be responsible for providing ground handling facilities and shall be charged for all costs attributable to handling as set out in the respective ground handling agreements between the Parties and their agent(s), or between the Parties (where the Marketing Party is providing ground handling services to the Operating Party). 1.2 The Operating Party's general regulations and special handling charges shall be applied to the Code Share Flights including but not limited to cabin baggage, sporting equipment, unaccompanied minors, passengers with reduced mobility, medical cases, animals in cabin and cargo compartments, deportees, etc. unless otherwise agreed.
2. Check-In Procedures 2.1 Aegean shall check·in US Airways passengers using either the operational A3 flight number or the US participating flight number. Only the Operating Party's flight number will appear on boarding cards and baggage tags for all non-stop and multi-sector Code Share Flights (including through check-in). 2.2 US Airways shall check-in Aegean passengers using either the operational US flight number or the A3 partiCipating flight number. Only the Operating Party's flight number will appear on boarding cards and baggage tags for all non-stop and multi-sector Code Share Flights (including through check-in). 2.3 For each class, the acceptance sequencefor "revenue passengers" shall be: (a) Confirmed (OK) passengers; (b) Confirmed passengers on standby; (c) No Recorded (NOREC) passengers; (d) Waitlisted (WL) passengers; (e) Go·Show(GOSHOW) passengers. 2.4 Both Parties agree to maintain InterAirline Through Check-In (IATCI) procedures and protocol to facilitate the efficient handling of Code Share Passengers connecting between Code Share Flights. Consequently, both Parties agree to set IATCI performance levels to the following standards to maintain and improvethe efficiencyand effectiveness ofthe Code Share operations: Minimum effectiveness: Targeteffectiveness:

A3-US Code ShareAgmt. 80% 90%

243. Baggage Handling 8aggage allowances are to be discussed, clarified and defined on a multilateral level for a longterm solution. Unless otherwise agreed, the following shall applyto baggage handling. 3.1 Baggage Allowances The Operating Party's acceptance rules apply for all baggage. All baggage should be through checked-in to the final destination according to lATA recommended practice. 3.1.1 Checked Baggage Aegean: 

### The table below shows the applicable standard free baggage allowance, based on the fare paid bythe passenger. 

### Class ofService Weightconcept

### ITotal maximumweight Business Class 30kgsfor Domesticand Internationalflights Economy Class 20kgsfor Domestic and Internationalflights Infants 10kgs+ foldable buggy 

### ClassofService Piece concept

### ITotal maximumweight NumberofPieces Maximum Maximumweight dimensionsof ofeach**~iece** 

### each**~iece** 

### Business Class 2 158cm (62 inches) 32 kg (70 pounds) Economy Class 

### 2 158cm (62 inches) 23 kg (50 pounds) Infants 1 + one checkedfold upstroller 115cm (45 inches) 32 kg (70 pounds)

Notes:
• Maximum dimensions isthe sum ofthe 3 dimensions ofeach piece • Piece conceptapplies onflightswith destinationto lATAZone 1countries (i.e. North America) • Single pieceofbaggageexceeding 32kgrwill not be accepted.
US Airways: USAirways applies the piece concept on all its routes. and assessesfees forthe first and second piece ofchecked baggage. On domestic routes the maximum weight allowancewithout additional fee assessment is 50 Ibs (23 kg); domestic routes include the continental United States. Canada, San Juan. St. Thomas and St. Croix. On international routes, the maximum free weightallowance is 50 Ibs (23 kg). No single piece of checked baggage may exceed 100 Ibs (45 kg). Customers traveling to Santo Domingo (SOQ) should contact USAirways Reservations for checked baggage embargo information.

A3-US CodeShareAgmt. 

### 253.1.2 Cabin Baggage Aegean: 

### Business Class Numberofpieces: 2 Maxtotal weight: 13kgs MaxWeight 

### & Size: 1st cabin bag: Bkgs
- 55x40x23cm 2nd cabin bag or briefcase: 5kgs
- 55x40x23cm or 1garment bag 20cm deep when folded EconomyClass Numberofpieces: 1 Maxweight: Bkgs MaxSize: 55x40x23cm US Airways: USAirways allows 

### 1 piece ofcarry-on baggage for all classes plus one personal item. A personal item is defined as a handbag/purse, briefcase, personal computer, backpack, or other small bag or item not exceeding total dimensions of36 in (91 cm). All items carried on board mustfit in the overhead bin or underthe seat.
4. StaffTravel 

### 4.1 Unless otherwise provided by the relevant agreement on employee discount travel between the Parties, neither the Marketing Party, northe Operating Party, nor anythird party, shall be entitled to tickettravel industrynon-revenue ordiscounted travel (e.g. agencydiscounts, industrydiscount etc.) on the Code Share Flights. The Operating Party shall not be required to honor any Marketing Party flight coupons for such industry non-revenue or discounted travel. Any tickets honored by the Operating Party shall be settled atfacevalue and in accordancewith Appendix

### 0 hereto, as amended from time to time.


### 5. Counter and Gate Signage 5.1 Aegean and US Airways shall provide counter and gate signage reflecting the joint operations, where permissible and feasible, and shall endeavourto display the deSignatorand flight numbers of both airlines on public information boards etc., where permissible and feasible, with an allocation ofcosts forsuchfacilitation as may be mutuallyagreed from time to time.


### 6. Irregularity Handling 

### 6.1 Flight Irregularities To the extent pOSSible, in the event of major flight delays or major cancellations, the Operating Party shall provide prompt advice to thefollowing services: UStoA3: Inventory Department 

# •

A3-US Code ShareAgmt. 26A3 to US: [INSERT]
6.1.1 The Operating Party shall absorb the costs for overnight expenses, meals, etc., in connection with flight irregularities of the Code Share Flights in accordance with its applicable policies and procedures except as otherwise set out in clause 6.1.1 and 6.1.2 of this Appendix B. Any expenses incurred as a result of irregularities caused by Air Traffic Control (ATC), weather or other causes deemed to be outside the direct control ofthe Operating Party, shall be handled in accordance with the Operating Party's applicable policies and procedures. 6.1.2 In the event offlight cancellations with prior notice of 48 hours or more before scheduled time of departure, each Party or its nominated agent shall assume the responsibility for notifying its own passengers and making necessary arrangements for alternative transportation. The costs and expenses incurred for such alternative transportation shall be absorbed by each Party, in accordancewith its applicable policies and procedures. 6.1.3 In the event offlight cancellations with prior notice ofless than 48 hours before scheduled time of departure, the Operating Party or its nominated agent shall, with the assistance ofthe Marketing Party, if available make necessary arrangements to transport passengers to their destinations. Any costs and expenses incurred for such alternative transportation shall be borne by the Operating Party. in accordancewith its applicable policies and procedures. 6.2 Emergency Procedures 6.2.1 80th Parties as Star Alliance member carriers shall comply with emergency response plans and procedures for mutual assistance as agreed in the Star Alliance Emergency Response Policies and Procedures Manual. As a consequence, both Parties agree:

-- to immediately inform each other in case ofan emergency; and

--tojOintly develop and introduce emergency procedures; and

- to releasejOint informationto the press in such case ofemergency.

A3-US Code ShareAgmt. 

### 276.2.2 In the event of a major incident or accident, the Operating Party shall advise the following departments and this information should be restricted to its services: US to A3: A3 Operations Control

(NOT FOR PUBLIC DISCLOSURE) A3 to US: US Airways DutyOfficer
(NOT FOR PUBLIC DISCLOSURE) 6.2.3 Should a major incidentor accident occur, the Marketing Party must be immediately contacted at the services in 6.2.2 above. In such cases, the emergency procedures of the Operating Party shall apply. 6.2.4 The Marketing Partyshall not issue any information to the media on the status ofthe emergency, unlessjointly released with the Operating Party or otherwise agreed by both Parties. 6.2.5 Whenever necessary, the Operating Party will co-ordinate with the Marketing Party all rescue efforts. 6.3 Denied Boarding In recognition ofthe fact that Code Share Passengers are making international connections with the respective other Party, each Party will make reasonable efforts to deny boarding to those Code Share Passengers as a last resort, but no less than on equal terms with its own passengers, following the Operating Party's cut-off times. The Operating Party shall apply its own denied boarding compensation policy for all passengers of the Code Share Flights, notwithstanding its obligations under EU Regulation No 261/2004. Both Parties agree to take account ofthe applicable minimum check-in times and minimum connection times for connecting flights to ensurethe efficient handling ofCode Share Passengers and baggage. 6.4 Delays/Cancellations The Operating Party shall absorb the costs for overnight expenses, meals, etc., in connection with delays/cancellations ofthe Code Share Flight in accordance with its applicable policies and procedures. Any expenses incurred as a result of irregularities caused by Air Traffic Control (ATC), weather or other causes deemed to be outside the direct control of the Operating Party, shall be handled in accordancewith the Operating Party's applicable policies and procedures. 6.5 Involuntary Rerouting Procedures in accordance with lATA Resolution 735d. Code Share Passengers shall be rebooked primarily onto alternativeAegean or US Airways services. 6.6 Lost Ticket Indemnity (LTI) In the event that a Code Share Passenger may have lost, damaged or had stolen their travel document which has been issued by the Marketing Party and where the Marketing Party is unable to provide assistance to the passenger for any reason, the Operating agrees to provide**A3~US** Code ShareAgmt. 28assistance in accordance with the terms ofthe Lost Ticket Indemnity (LTI) agreement between the Parties, as amended from time to time. 6.7 Prepaid TicketAdvice (PTA) Handling At airports where the Marketing Party is not represented by way of ticketing services, the following arrangements will apply: 6.7.1 When requested, the Operating Party shall accept PTAs issued by the Marketing Party for reservations and travel made on the Operating Party's Code Share flights. 6.7.2 The Marketing Party shall send by mail tickets to the Code Share passengers in accordance with its applicable procedures. However, in the event ofthe Marketing Party being unable to send by mail ticketswithin its usual time limit, itshall send a PTA requestto the Operating Partywho shall be responsible for issuing tickets to the Code Share passengers on departure bearing the Marketing Party's (marketing)flight number. 6.7.3 The Operating Party (where applicable) shall undertake any ticket reissues as required and take additional collections ifCode Share passengers make anychanges to their itinerary. 6.7.4 PTA requests should be sentto the following departments: US to A3: [INSERT] A3 to US: Reservations
7. Missed Connections 7.1 The Operating Party shall cover the reasonable costs of providing passenger amenities to Code Share Passengers who fail to make their connections to the services ofthe Marketing Party as a result ofmatterswithin the Operating Party's control (Le. flight cancellation, shortterm equipment changes or yield management errors). These passenger amenities shall include items such as hotel accommodation, meals and denied board compensation in accordance with the Operating Party's applicable polices and procedures. The Parties agree to work closely together to minimise any costs to eitherofthem in such circumstances

..lATA Resolution 735d shall apply in all othercircumstances.
8. Baggage Handling and Irregularities 8.1 The Operating Party shall absorb costs for delivery, replacement and temporary settlement and handle such irregularities according to the Operating Party's procedures, unless the Marketing Party provides such services through a ground handling agreement to the Operating Party, in which event the terms of that agreement shall apply, notwithstanding Articles 

### 4 and 5 of lATA Resolution 780e. 8.2 Baggage handling and settlement of baggage handling claims shall be in accordance with existing tariffs and the Trade Practice Manual of the Air Transport Association or the lATA Resolution and Recommended Practices Manual, whichever applies, in the currentversion. 8.3 Both Parties agree to jointly set baggage performance standards and review performance on a regular basis at stations operating Code Share services to ensure the most efficient and cost effective handling and deliveryoftransfer baggage.

A3-US Code ShareAgmt. 299. DocumentControl 9.1 Document control to be performed to final destination. The Operating Party shall absorb any fines, unless the Marketing Party provides such services through a ground handling agreementto the Operating Party in which event the terms ofthat agreement shall apply.


### 10. Frequent Flyer Program 10.1 Conditions and benefits for the acceptance of the members of both Parties frequent flyer programmes shall be in accordance with the terms set out in a reciprocal frequent flyer programme agreement between the Parties.


### 11. Airport Lounges 11.1 Aegean and US Airways business class Code Share Passengers will have access to each other Parties' designated business class airport lounges, at locations where such a lounge is provided, without additional charge to either Party. Use of either Parties' lounges by other passengers, such as Frequent Flyer Program members, shall be subjectto aseparate agreement between the two Parties.
12. AppendixAdministration 12.1 The departments responsible forthe administration ofthisAppendix are: A3: Ground Operations
US: CustomerService

A3-US Code ShareAgmt. 30APPENDIX C RESERVATIONS AND HANDLING PROCEDURES to the Code Share Agreement effective as of February 15, 2011, between Aegean (A3) and US Airways (US):
1. Flight Reconciliation/Post Flight Messages 1.1 The Operating Party shall provide a flight close out message outlining the number of passengers carried (adults and infants), the number of no-shows and go-shows within 23 hours of each station flight departureto the following addresses: US to A3: A3 to US:
2. Flight Firming 2.1 The Marketing Carrierwill perform flightfirmingforthe marketingflight reservation by using itsown procedures. Incasethere isa high numberofnoshowpassengers resultingfrom the insufficientaction bythe Marketing Carrier, the Operating Carrier can requestthe Marketing Carrierto performtheflightfirming and the Marketing Carriershall fullycooperatewiththe Operating Carrier inorderto reducethe high numberofno show passengers. On the other**h~nd,** if, intheopinionoftheOperating Carrier,there are duplicatebookings in respectofanyCode Share Flight, the Operating Carriershall inform the Marketing carrier atthefollowing addresses, and the Marketing carriershall remove all validduplicate bookingswithoutdelay.
Both parties agree that the determination of the overall passenger capacity on :each operated serviceshall bethe responsibilityofthe OperatingCarrier. The Operating Carrier is responsible forthe inventorycontrol of its own operated flights. All bookings, including code share bookings sold bythe Marketing Carrier,will be subject to flight firming by the Operating Carrier. The Operating Carrier reserves the right to cancel bookings on its operated services 

### if bookings are not ticketed within prescribed Ticketing Time Limits (TTL), and the Operating Party sends prior notification 72 hours priortocancellation of unticketed segmentsviathesupplementary element as a SSR item inaccordancewith lATAstandard.
3. Meal Services (SPMLs) 3.1 SPMLoffered byA3: A3 provides below special meals only on international flights. 24-hournotification required. Available meals: AVML, BBML, BLML, CHML, DBML, FPML, GFML, HNML, KSML, LCML, LFML, LSML, MOML, NLML, RVML, SFML, VGML, VLML,VOML SPML offered by US:

A3-US Code ShareAgmt. 31**24~hour** notification required; available on transatlanticflights in Envoy and Economy class only. AVML, BBML, BLML, CHML, DBML, FPML, GFML, HNML, KSML, LCML, LFML, LSML, MOML, NLML, PFML, SFML, VGML, VLML
4. Special Service Request (SSRs) The Marketing Party shall not accept any MEDA (medical cases), PETC (Animal in Cabin) or DEPU/OEPA (Deportee-Unaccompanied/Accompanied) on the Code Share Flights. Any such requests for booking must be referred to the Operating Party. 4.1 SSRoffered byA3: AVIH, BIKE, BLND, BSCT, BULK, CBBG, CHLD, CKIN, COUR, DEAF, DEPA, DEPU, DIPB, DOCA, DOCO, DOCS, DPNA, EXST, ESHO, FQTR, FQTV, FRAG, FRAV, GPST, GRPF, INFT, LANG,MAAS, MEDA,OTHS, PCTC,PETC,PSPT,RQST,SENM,SPEQ,SPML,S TCR,TKNC, TKNE, TKNM, TWOV, UMNR, WCBD,WCBW, WCHC, WCHR, WCHS, WCMP, weOB,WEAP, XBAG SSR offered by US: AVIH, BIKE, BLND, BSCT, BULK, CBBG, CKIN, COUR, DEAF, DEPA, DEPU, EXST, FQTV, FRAG, GRPF, GRPS, LANG, MAAS, MEDA, NSSA, NSSB, NSST, NSSW, DXYG, PCTC, PSPT, RQST, SEAT, SEMN, SPEQ, TKTL, TWOV, UMNR, WCDS, WCHC, WCHR, WCHS, WCMP, XBAG 4.2 For all services that have to be confirmed on request, the message shall be submitted to the Operating Party: US to A3: A3 to US;

A3-US CodeShare Agmt. 

### 325. Termination 5.1 In case oftermination ofthisAgreement underArticle 23, bookings already confirmed priorto the dateofnotice oftermination shall be respected and honored by the Parties.


### 6. IT Support 

### 6.1 Both Parties shall advise the following services for the purposes of dealing with any IT/systemrelated operational issues that mayarise from time to time affecting Code Share Flights. US to A3: Inventory Department

A3to US: Inventory Services
7. AppendixAdministration 7.1 Thedepartments responsible forthe administration ofthisAppendix are: A3: RM & Inventory Department
US: Reservations

A3-US Code Share Agmt. 33APPENDIX D REVENUEACCOUNTING PROCEDURES to the Code Share Agreement effective as of February 15, 2011, between Aegean (A3) and US Airways (US):
1. Revenue 1.1 The Operating Party shall retain all flight coupons for processing and all flown revenue derived from those flight coupons shall accrue to the Operating Party, subjectto the terms and conditions of the Special Prorate Agreement or the lATA Multilateral Interline Agreement between the Parties, as applicable. 1.2 In the event thatthe Operating Party uplifts flight coupons issued by athird-party ticketing carrier thatare closed to the flights ofa third party (marketing), the Operating Party may bill the ticketing carrier in accordance with the Special Prorate Agreement or the lATA Multilateral Interline Agreement between the Parties, as applicable, without recourse to an endorsementfrom the third party. 1.3 Interline billing shall be performed according to the lATA Multilateral Interline Traffic Agreement and the Special ProrateAgreement between the Parties, both as amended from time to time.
2. EndorsementWaiver 2.1 The terms and conditions ofthe EndorsementWaiverAgreement between the Parties shall apply to this Agreement, as amended from time to time.
3. Flight Interruption Manifest 3.1 Any passengers ofeitherParty carried on a Flight Interruption Manifest(FIM) document issued by the other Partyshall be charged by the respective Operating Party in accordancewith the existing simplified FIM billing agreement between the Parties, or, ifsuch an agreement does not apply or exist, in accordancewith Revenue Accounting Manual (RAM)A2.2.6.
4. Frequent Flyer Program Tickets 

### 4.1 Frequent flyer program redemption tickets issued by either Party shall not be applicable for carriage on the Code Share Flights unless separately covered by a reciprocal frequent flyer agreement between the Parties. In the event that any such ticket is ticketed for carriage, the Operating Party shall be entitled to bill the Marketing Party in accordance with Revenue Accounting Manual (RAM) 2.2.5.6 and receive the applicable prorate amount in accordance with the prorate agreement in force between the Parties forthe class ofcarriage provided.
5. AppendixAdministration 5.1 The departments responsibleforthe administration ofthis Appendixare: A3: Revenue Accounting US: RevenueAccounting

A3-US Code ShareAgmt. 

### 34

## AppendixA Aegean Codeshare on US Airways Operated Flights 

### ROUTING To/From Charlotte, North Carolina (Cl T): Frankfurt, Germany (FRA) Paris, France (COG) Madrid, Spain (MAD) Rome, Italy (FCO) To/From Philadelphia, Pennsylvania (PHl): Athens, Greece (ATH) B.russels, Belgium (BRU) london, U.K. (lHR) Munich, Germany (MUC) Rome, Italy (FCO)

### Appendix 8 US Airways Codeshare on Aegean Operated Flights ROUTING To/FromAthens, Greece (ATH): Chania, Greece (CHQ) Kos, Greece (KGS) Larnaca, Cyprus (LCA) London, U.K. (LHR) Mikonos, Greece (JMK) Munich, Germany (MUC) Rhodes, Greece (RHO) Rome, Italy (FCO) Thira, Greece (JTR) Thessaloniki, Greece (SKG)
To/From Thessaloniki, Greece (SKG): London, U.K. (LHR) Munich, Germany (MUC) Rome, Italy (FCO)
To/From Larnaca, Cyprus (LCA): London, U.K. (LHR)

### CERTIFICATE OF SERVICE I certifythat, on June 28, 2011, Icaused to be served a copy oftheforegoing JointApplication ofUS Airways, Inc. and Aegean Airlines S.A. for Statements of Authorization by email upon those addressees listed below: urskr@state.gov (DepartmentofState) esta.rosenberg@dot.gov (DepartmentofTransportation) john.allen@faa.gov (FederalAviationAdministration) dan.weiss@coair.com (Continental) carl.nelson@aa.com (American) sascha.vanderbellen@delta.com (Delta) jeff.morgan@delta.com (Delta) jhill@dlalaw.com (CounselforJetBlue andHawaiian) robert.land@jetblue.com (JetBlue) msinick@ssd.com (CounselforAlaska) jeffrey.manley@united.com (United) pmurphy@lopmurphy.com (CounselforUSA 3000) jyoung@yklaw.com (CounselforSpirit) dkirstein@yklaw.com (CounselforSpirit) rpommer@atlasair.com (Atlas) anita.mosner@hklaw.com (CounselforUPS) j"ennifer.nowak@hklaw.com (CounselforUPS) cefelts@fedex.com (FedEx) nssparks@fedex.com (FedEx) kevin.montgomery@polaraircargo.com (Polar) efaberman@wileyrein.com (CounselforAirTran)

Benjamin T. Slocum