### BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

) Joint Application of ) ) JetBlue Airways Corporation) Docket DOT-OST-2015-_______ ) and ) ) Icelandair ehf . ) For Statements of Authorization ) Pursuant to 14 C.F.R. Part 212 Code-sharing ) )

JOINT APPLICATION OF JETBLUE AIRWAYS CORPORATION AND ICELANDAIR EHF. FOR BLANKET STATEMENTS OF AUTHORIZATION Communications with respect to thisdocument should be directed to:

Jonathan A. Fuchs General Counsel – The Americas Icelandair ehf. 908 4th

### Avenue Brooklyn, NY 11232 212-380-6753 jonathan@icelandair.is James G. Hnat Executive Vice President General Counsel & Government Affairs Robert C. Land Senior Vice President Government Affairs & Associate General Counsel Adam L. Schless Director, Aircraft Transactions & International Counsel JetBlue Airways Corporation 1212 New York Avenue Suite 1212 Washington, DC 20005 (202) 715-2557

J. Parker Erkmann Jonathan B. Hill Cooley LLP 1299 Pennsylvania Ave., NW Washington, DC 20004 (202) 842-7800 (202) 842-7899(fax) perkmann@cooley.com jhill@cooley.com Counsel for JetBlue Airways Corporation February 6, 2015

### 1 BEFORE THE DEPARTMENT OF TRANSPORTATION WASHINGTON, D.C.

) Joint Application of ) ) JetBlue Airways Corporation) Docket DOT-OST-2015__________ ) and ) ) Icelandair ehf . ) For Statements of Authorization ) Pursuant to 14 C.F.R. Part 212 Code-sharing ) )

JOINT APPLICATION OF JETBLUE AIRWAYS CORPORATION AND ICELANDAIR EHF. FOR BLANKET STATEMENTS OF AUTHORIZATION JetBlue Airways Corporation (“JetBlue”) and Icelandair ehf. (“Icelandair”), a flag carrier of Iceland, (together, the “Joint Applicants”) hereby apply for blanket statements of authorization pursuant to 14 C.F.R. Part 212 authorizing the following codeshare services: (1) the display of JetBlue’s B6* designator code onflights operated by Icelandair between any point or points in the United States and any point or points in Iceland (either nonstop or via intermediate points) and beyond to any point or pointsin any third country; and (2) the display of Icelandair’s FI* designator code on flights operatedby JetBlue between Icelandair’s U.S. gateways and any point or points in the United States inconjunction with foreign air transportation of passengers held out by Icelandair. On January 1, 2015, the Joint Applicantsentered into a Code Share Agreement (“Codeshare Agreement”) for the purpose of transporting passengers to and from points served by both JetBlue and Icelandair and thus extending the range of their services to the mutual

benefit of the traveling public and the Joint Applicants.1

### A list of the initial code-sharing routes

1 

### A copy of the Codeshare Agreement, withcertain sensitive commercial information redacted, is attached hereto as Exhibit 1. Annexes 2 and 3 have been omitted because they

### 2 is attached hereto as Annex 1 to Exhibit 1.2

### JetBlue and Icelandair plan to initiate the proposed

codeshare services on the routeslisted in the Annex on or aboutApril 1, 2015. The Joint Applicants respectfully requestthat the Department award the requested authority promptly to facilitate marketing and advance sales of these newcodeshare services. In that regard, JetBlue requests awaiver of the Department’s 45-day advance notice requirement in
14 C.F.R. § 212.10(d)(2) in order toeffectuate this arrangement.
In support of this application, the Joint Applicants respectfully state as follows: 1. Approval of this applicationis consistent with applicable bilateral and multilateral air transport agreements and thepublic interest. The proposed codeshare services are consistent with the terms of the U.S.-European Union Air Transport Agreement, as amended.3

### These services will represent a valuable service enhancement for passengers traveling between the United States and Iceland and beyond. 2. Approval of this application is consistent with long-standing precedent and Department policy. The Department has consistently granted applications for Statements of Authorization involving implementation of various codeshare/block space arrangements where those arrangements were procompetitive and in the public interest. This Application satisfies
that standard, as it will enableIcelandair and JetBlue to offer the flying public an enhanced
network and more services. In addition, the Department has confirmedin its international
contain sensitive commercial information; Annexes 4-8 have been omitted because they contain technical information. 2

### JetBlue and Icelandair request that the Department treatthis application as the 30-day notice of the codeshare service set forth in Annex 1 of Exhibit 1 that is required under the standard terms and conditions of an approved Statementof Authorization. 3 

### Although Iceland is not a member state ofthe European Union, it has now become a party to the Air Transport Agreement signed by the United States of America and the European Community and its Member States on April 25 and 30, 2007, as amended by the Protocol on June 24, 2010 (collectively “the U.S.-EU Agreement, as amended”). Iceland acceded to the U.S.-EU Agreement, as amended, on June 21, 2011.SeeAccession of Norway and Iceland to U.S.-EU Agreement, as amended (Jun. 21, 2011). Article 10, §7 of the U.S.-EU Agreement, as amended, provides for cooperative marketing agreements, such as code-sharing agreements with “any airline or airlinesof the Parties”.

### 3 aviation policy statement that codeshare/block space arrangements are in the public interest as they provide the benefits of increased service and competition: Code sharing and other cooperative market agreements can provide a cost efficient way for carriers to enter new markets, expand the system and obtain additional flow traffic to support their operations by using existing facilities and scheduled operations. 60 Fed. Reg. 21,841, 21,842 (May 3, 1995).

3. JetBlue4

### and Icelandair5

### already hold the broad underlying authority to conduct operations on the codeshare routes, and thus only a Statement of Authorization is required to

institute these services. Pursuant to Rule 24 of the Rules of Practice, the Joint Applicants request that the Department take official notice of prior proceedings and authorities demonstrating their fitness to provide the requested transportation.

4. Pursuant to DOT’s Notice in the Matter of Blanket Notification of Code-Share Service to Open-Skies Partners and Points dated February 9, 2009, the Joint Applicants hereby provide blanket notice of their intent to engagein codeshare services between open skies points. JetBlue and Icelandair also agree to notify the Department nolater than 30 days before commencing any codeshare services to non-open skies points and to inform the Department of the codeshare market(s) to be served and the date on which the services will begin.

4

### JetBlue holds certificate authority issued bythe Department authorizing it to engage in scheduled interstate air transportation of persons, property andmail between any points in the United States,seeOrder 2000-2-7, as well as certificate authority for foreign air transportation to open skies countries,seeOrder 2007-7-3. 5

### Icelandair holds a foreign air carrier permit issued pursuant to Order 2012-4-28 which authorizes Icelandair to provide scheduled foreign air transportation of persons, property and mail from points behind Iceland, via Iceland and intermediate points, to a point or points in the United States, and beyond the United States.SeeOrder 2012-4-28 in Docket DOT-OST-2012-1- 26. Icelandair, which holds full IATA Operational Safety Audit (IOSA) certification, incorporates by reference thefitness information containedin docket DOT-OST-2012-1-26. In addition, the Department has previously approved Icelandair to provide codeshare services in the United States.SeeNOAT, in Docket 2010-0109 (May 7, 2010).

### 4 5. JetBlue and Icelandair will conduct their code-sharing activities in compliance with Part 257 of the Department’s economic regulations and any other applicable rules and regulations. JetBlue and Icelandair accept the Department’s standard conditions on codesharing

services. 6. JetBlue states that this application will have no effect on its Civil Reserve Air Fleet commitments. All flights will be operated with Stage 3-compliant aircraft, and because JetBlue will be placing its B6* designator code on Icelandair’s currently operated flights and Icelandair will be placing its FI* designator code on JetBlue’s currently operated flights, approval of this application will not result in the near-term consumption of ten (10) million or more gallons of fuel. WHEREFORE, the Joint Applicants respectf ully request that the Department issue

blanket Statements of Authorization authorizing: (1) the display of JetBlue’s B6* designator code on flights operated by Icelandair between any point or pointsin the United States and any point or points in Iceland (either nonstop or via intermediate points) and beyond to any point or points in any third country; and (2) the display of Icelandair’s FI* designator code on flights operated by JetBlue between Icelandair’s U.S. gateways and any point or points in the United States in conjunction with foreign air transportation of passengersheld out by Icelandair; that the Department waive its advance notice provisions; and that the Department grant such other or further relief as it deems appropriate and consistent with the public interest.

### 6 CERTIFICATE OF SERVICE I hereby certify that a copy of the foregoing Joint Application of JetBlue Airways Corporation and Icelandair ehf. for Statementsof Authorization was served this 6th day of February, 2015 via email transmission on the following: Jeremy.Ross@alaskaair.com dheffernan@cozen.com abigail.donovan@aa.com francis.heil@aa.com howard.kass@aa.com robert.wirick@aa.com sascha.vanderbellen@delta.com chris.walker@delta.com dan.weiss@united.com Thomas.bolling@united.com steve.morrissey@united.com gmurphy@crowell.com slachter@cozen.com nssparks@fedex.com anbird@fedex.com matwood@cozen.com anita.mosner@hklaw.com rpommer@atlasair.com robert.finamore@dot.gov brett.kruger@dot.gov brian.hedberg@dot.gov ben.taylor@dot.gov john.s.duncan@faa.gov john.y.chen@faa.gov englets@state.gov finstonma@state.gov cristinasa@state.gov info@airlineinfo.com

Erin Combs

# EXHIBIT 

# 1

### CODESHARE AGREEMENT

This CODESHARE AGREEMENT (this "Agreement"), 

### is made on the 1 51 

### ofJanuary, 2015

BETWEEN

AND

WHEREAS

THEREFORE JetBiue Airways Corporation, a corporation organized under the laws of the State of Delaware, United States of America, having its principal office at 

### 27-01 Queens Plaza North, Long Island City, New York 

### 11101, United States of America ("JetBiue" or "JetBiue Airways" or"86"), lcelandair, a corporation organized underthe laws of Iceland, having its principal office at Reykjavik Airport, 

### 101 Reykjavik Iceland ("lcelandair'' or"FI")

B6 and Fl wish to establish the arrangements for a BILATERAL codeshare relationship betweenthe Parties such that:



### 1. Certain flights operated by B6 shall carry both the B6 and Fl airline designators and both B6 and Fl may sell seats on such flights; 

### 2. Certain flights operated by Fl shall carry both the Fl and B6 airline designators and both Fl and B6 may sell seats on such flights;

thus extending the range of services available to the travelling public to the mutual benefit ofbothJetBiue and lcelandair.

In consideration of the mutual covenants and promises contained in this Agreement, JetBiue and lcelandair hereby agree as follows:



### 1. Definitionsand Interpretation



### 1.1 In thisAgreement, except wherethe context otherwise requires: (a) Terms with their initial letters capitalized shall havethe meanings ascribed to them in Appendix A ofthisAgreement orwhere they are elsewhere defined herein (includingthe Annexes hereto). Such ascribed meanings shall be equally applicableto boththe singular and plural forms ofsuch terms. JetBiue and lcelandairmay each be referred to as a "Party'' and may collectively be referred to asthe "Parties"; (b) The headings ofArticles are forconvenience only and shall not be used to interpret provisions ofthisAgreement orotherwise affectthe substantive provisions;

### (c) Any referencetoa person includes natural persons, corporate bodies, partnerships,firms, unincorporated bodies, governments, governmentand otherpublic authorities and all legal personswhatsoever; (d) Airport and city namesaredenoted bytheirthree

-lettercode as defined inthe latest editionoflATA'sAirlineCoding Directory; and (e) Intheeventofanyinconsistency between theArticlesofthis document and any Annex, thisdocumentshall prevail totheextentofthe inconsistency

.

1

.2 The Partiesagreethataccepted industry proceduresand agreements relatingtothe interlining ofpassengers and baggage, includingthosesetforth in "lATAResolution780 InterlineTrafficAgreement- Passenger" forall international carriage shall applytothe provision ofairtransportand the relatedtransactionscontemplated bythisAgreement, excepttotheextentthatthey are inconsistentorconflictwiththetermsofthis Agreement, the InterlineTrafficAgreement, and itssuccessoragreements, as signed by the Partieson 

### REDACTED , orare inconsistent withApplicable law.

1.3 Where used in connection with passenger and baggage transportation, any terms used but notdefined in thisAgreement shall have the meaning, where applicable, consistent withthe "lATA Resolution 780 InterlineTrafficAgreement- Passenger."

Detailed procedures for implementingthis Agreement will be set forth in theAnnexes, which will be prepared by the parties in conjunction with this agreement and is incorporated by reference. The Annexes, including any amendments or supplements thereto agreed in writing between the Parties from time totime, shall be incorporated by reference intoand madea partofthisAgreement; provided, however, thattheterms of this Agreement shall prevail in the event of a conflict between a provision of this Agreement and any provision oftheAnnexes

.
2

. GovernmentApprovalsand Commencement

2.1 Subject to Article 2.2, 86 and Fl, with effect from the date established for commencement ofCodeshared Flights and by agreement ofboth Parties, shall operate Codeshared Flights in respect oftheCodeshared Routes specified inAnnex 1.

2.2 Each Party agrees to file with the relevant Government Authorities, and agrees to support the other Party's applications for any statements of orders, authorization, licences, certifications, exemptions, designations or other Government Approvals as maybe necessaryto permit thetransactionscontemplated bythisAgreement, including the use ofthe MarketingCarrier'sCode, alongwiththatofthe OperatingCarrier, on the Codeshared F lights. The implementation of this Agreement is subject to each Party obtaining all necessary GovernmentApprovals

.

2

.3 Notwithstanding any of its other provisions, this Agreement shall be subject to the orders, directives, rules and regulations ofanyapplicableGovernmentAuthorities

.2.4 The Marketing Carrier agrees that, notwithstanding any provision ofthis Agreement to the contrary, the Codeshared Flights shall be conducted by the Operating Carrier in accordance with all Applicable Laws.

3. Implementation and Expenses

3.1 Implementation of this Agreement shall be subject to the following conditions precedent: (a) the execution ofSpecial Prorate Agreement{s), as needed, (b) the execution of a Mutual Emergency Assistance Agreement, in form and substance satisfactorytoJetBiue and lcelandair; (c) receipt bytoJetBiue and lcelandairofall necessary GovernmentApprovals; (d) successful completion bythe Parties ofthe lATA Operational SafetyAudit (IOSA) registration as may be required forGovernmentApprovals; (e) successful testing and activation of Codeshared Flight reservations, ticketing, check-in and passenger processing automation, as may be agreed by Parties in writing.

3.2 Each Party shall bear its own costs and expenses ofperformance underthis Agreement, including, without limitation, costs and expenses associated with the following, unless otherwise agreed in writing betweenthe Parties: (a) any systems to support the automation of procedures and settlement relating to the Codeshared Flights (e.g., PNR exchange, yield management, revenue accounting, etc.), including routine maintenancethereof, and (b) roadside, exterior, check-in, concourse, gate and baggage service signage placed at airports and cityticket offices in locations served by the Codeshared Flights in ordertofacilitate travel on the Codeshared Flights, where permitted by relevant airportauthorities.

3.3 Each Party shall retain all right, title and interest in systems, software, signage, equipment and facilities funded by it. Ownership of jointly funded items shall be determined bythe Parties in advance ofeach specific project.

4. Codeshare Service

4.1 The Parties shall mutually designate certain flights ofJetBiue on which lcelandair shall place its Fl Code, and certain flights oflcelandair on whichJetBiue shall place its BG Code (each, for clarity, a "Codeshared Flight"), which may include flights operated by either Parties' authorized Affiliates and Authorized Wet Lessors, serving the city-pairs (each city-pair, for clarity, a "Codeshared Route") identified in writing by the Parties. The initial list ofCodeshared Routes on which the Parties and their authorized Affiliates and Authorized Wet Lessors may codeshare is attached hereto as Annex 1. The Parties may, from time to time and without formally amending this Agreement, amended the list of Codeshared Routes by the agreement ofthe Parties as reflected in a document signed by duly authorized representatives ofboth Parties.

4.2 On all Codeshared Flights operated with JetBiue aircraft, JetBiue Airways shall be deemed to be the Operating Carrier and lcelandair shall be deemedto be the MarketingCarrier. On all Codeshared Flights operated with lcelandair aircraft, lcelandair shall be deemed to be the Operating Carrier and JetBiue Airways shall be deemed to be the MarketingCarrier.

4.3 Each Party shall provide to the Codeshared Passengers, at a minimum, the same standard of customer service as it provides to its own passengers traveling in the same class ofservice, which standard shall, in any event, be reasonably in accordance withthe standards ofcustomerservice established by the other Party forthe comparable class of service on its flights. Minimum customer service standards, general passenger service procedures, and policies for the Codeshared Flights, including baggage services, are detailed in the Annexes.

4.4 The Parties shall, to the extent legally permissible by Applicable Law, use commercially reasonable efforts to coordinate their service schedules to maximize the convenience, and minimize the waiting time of passengers making connections between the Codeshared Flights and other flights operated by the Parties; provided, however, that neither Party is obligated to operate specific flights or service schedules and each Party retainsthe rightto determinethe service schedules ofits own flights.

4.5 The Parties may add or discontinue Codeshared Flights, as may be mutually agreed, without formally amending this Agreement. Either Party may, in its sole discretion, discontinue Codeshared Flights withoutformally amending this Agreement. The Parties agreement to effect such changes shall be evidenced by both Parties publishing such changes in the Airline Guides, CRSs or Reservations Systems. The Parties reserve the right to discontinue any specific route, flight number, equipment or schedule. In the eventofsuch discontinuation, the Operating Carriershall notifythe Marketing Carrier as soon as reasonably possible and the Marketing Carrier shall cooperate in publishing the resulting changes to affected Codeshared Flights in the Airline Guides, CRSs, Reservations Systems, and othersources ofairline schedule information.

4.6 Except as otherwise provided in the Annexes, in the event of any flight cancellation or other schedule irregularity, involuntary rerouting or denied boarding by the Operating Carrierwith respectto aCodeshared Flight, the Operating Carriershall:
(a) ensure that all passengers shall be handled in accordance withthe same policies and proceduresto avoid any discrimination against aCodeshared Passenger; {b) at its own cost and expense (except to the extent such irregularity, involuntary rerouting ordenied boarding is caused by eitherthe Marketing Carrier orathird party), accommodate and/or pay denied boarding compensation or otherwise compensate Codeshared Passengers, in the same manner as its own passengers and subjecttothe provisions oftheAnnexes and Applicable Law; and (c) notifythe Marketing Carrier in accordance withthe Annexes.

4.7 The Marketing Carrier's Conditions of Carriage, including but not limited to its limits of liability to passengers, shall govern the transportation of Codeshared Passengers, and the Operating Carrier's Conditions of Carriage, including but not limited to its limits of liability to passengers, shall apply to those passengers traveling on the CodesharedFlights underthe Operating Carrier's Code. The respective Conditions ofCarriage ofthe Parties shall be notified tothe passengers to the extent and in the manner required by Applicable Laws. The liability of the Parties to each other with respect to passenger /.2.... •..\...-/ claims shall be governed by Sections16**and~ftieteietta-~utet!ilnmf6inttt.fl:i- ~**  

# If--

4.8 If there is a change in the carrier scheduled to operate a Codeshared Flight, the Operating Carrier shall promptly notify the Marketing Carrier of such change. The Marketing Carrier shall take all appropriate stepsto ensure that Codeshared Passengers
are notified ofthe change as soon as possible. Ifthe Operating Carrierfails to notifythe Marketing Carrier of a change or a change occurs within 36 hours of scheduled departure, the Marketing Carrier shall be deemed to have insufficient time to notify Codeshared Passengers ofthe change. The Marketing Carrier may thereupon continue to notify Codeshared Passengers ofthe change in accordance with its customer service policies ifit is able to do so buttheOperating Carrier shall take primary responsibilityfor notifying all Codeshared Passengers still booked under the Marketing Carrier's Code of the change at time of check-in. In the event re-accommodation is necessary either because the substituted carrier is not an Authorized Affiliate orAuthorized Wet Lessor,
or because a Codeshared Passengerwho is notified ofsuch a change elects nottotravel
on the substituted carrier, the notifying carrier shall at its own cost and expense reaccommodate the Codeshared Passenger unless the passenger seeks a refund in which event the Ticketing Carrier shall be responsible for making such refund in accordance with itsfare rules, conditions ofcarriage and Applicable Law.

4.9 The Operating Carrier shall ensure that each Codeshared Flight shall be operated under its operating certificate or under the operating certificate of an authorized Affiliate or Authorized Wet Lessor. Notwithstanding anything in this Agreement to the contrary, the Operating Carrier may, at its sole discretion, operate any or all ofthe Codeshared Flights with aircraft operated underthe operating certificate ofathird party carrier (an "Authorized Wet Lessor'') and wetleased by such Authorized Wet Lessor to the Operating Carrier for the purpose of operating such Codeshared Flights (such Codeshared Flights hereafter to be referred to as "Wetleased Codeshared Flights"); provided, however,that
(a) priorto operating any such Wetleased Codeshared Flights any Authorized Wet Lessor shall be approved by the Marketing Carrier in writing, which approval may be withheld in the Marketing Carrier's sole discretion; {b) the Operating Carrier and such Authorized Wet Lessor shall comply with Applicable Laws with respect to such Wetleased Codeshared Flights; (c) the applicability ofthis Section 4.8, as to Authorized Wetleased Lessor shall be subject to the Parties receiving all Governmental Approvals with regard to such Wetleased Codeshared Flights and to a successful completion of the lATA Operational Safety Audit (IOSA) registration by such Authorized Wet Lessor; (d) the Marketing Carrier maywithdraw any approval as provided in Section 4.8 (i) atanytime in itssole discretion, and; (ii) such Wetleased Codeshared Flights (if any) shall be subject to all ofthe terms and conditions of this Agreement as if they are operated with

### aircraft operated under the operating certificate of the Operating carrier itself. (e) Notwithstandinganything hereintothe contrary, (i) in the event the Authorized Wet Lessor does not successfully complete the IOSA registration or after initial successful completion ofthe IOSA registration at any time during the term of this Agreement does not maintain the IOSA registration or does not successfully complete any follow-up audits as required by the IOSA rules and regulations (as they
are in force from time to time); the Marketing Carrier shall have the right, atthe sole cost ofthe Operating Carrier, to conduct a reasonable safetyand/orservice review oftheAuthorized Wet Lessor's operations, manuals, and procedures reasonably related to the Wetleased Codeshared Flights (the "Marketing Carrier Reviews"), atsuch intervals
as the MarketingCarriershall reasonably request; and (ii) nothing inthisSection 4

.10shall preventthe Marketing Carrierfrom, at its sole discretion and at its sole cost and expense, performing additional safety audits ofsuch Authorized Wet lessorand the aircraft to be used forthe operation ofsuchWetleased Codeshared Flights, and Operating carrier shall use reasonable efforts to cause the Authorized Wet Lessortoagreetosuch additional safetyaudits; provided, however, that such additional safety audits shall be performed at reasonable times and within a reasonable timeframe and without interrupting the Authorized Wetlessor'soperations.

4

.10 ThisAgreement is limitedtothe carriage ofcommercial passengers who payREDACTED REDACTED 

### or more ofthe applicable published fare and any accompanying infants (i.e. aged less than twoyears and notoccupying aseat on theflight) andtheirbaggage.

4

.11 All reduced rate, travel industry

-rebated transportation (including, without limitation, AD and ID transportation) on Codeshared Flights shall be administered by the Operating Carrier according to its own rules and procedures and according to the terms and conditions contained or referenced in any relevant agreements between the Operating Carrierand other parties, includingtheMarketingcarrier

.

5. InventoryControl

5.1 The availability of Codeshared Flights will be controlled by standard AVS messages of the Operating Carrier being sent to the Marketing Carrier. The Marketing Party will have access to the Operating Carrier's local inventory class availability through an automated computerized interface, which both Parties will maintain throughout the term of this Agreement, to expedite the sale of seat inventory on the Codeshared Flights. Detailed procedures for implementing and maintaining seat inventory access are contained intheAnnex

.
5

.2 The Parties will map inventoryclasses ofthe Marketing Partyto inventoryclasses ofthe Operating Party for the Codeshared Flights. The Parties will endeavor to map the average coupon value ofthe Marketing Party's inventory classes to comparable classes of the Operating Party to provide similar access for bookings made by the MarketingParty for passengers yielding comparable revenue values; it being understood, however, that the Operating Party retains ultimate control over the opening, closing and other management of seat inventory availability on Codeshared Flights. Each Party shall use legally permissible and commercially reasonable efforts to provide equal inventory
access to Codeshared Passengers in inventory classes where such passengers yield comparable revenues as the Operating Carrier's passengers. Details regarding the implementation and maintenance ofthe class mapping are contained in theAnnex.

6. Fares, Taxes and Settlement

6.1 This Section 6.1 shall govern the published fares offered on Codeshared Flights as follows: (a) For Routes served by only one Party, or itsAffiliates, fares and fare rules filed by the Marketing Carrier for Codeshared Flights will at least match those of the Operating Carrier. (b) In the event of Marketing Carrier's breach ofSections 6.1 (a) or, the Operating Carrier shall have the right, in its sole discretion, after one day's prior written notice to Marketing Carrier, to restrict or close the inventory access of Marketing Carrier or remove Marketing Carrier's Code from the flight(s) in question. (c) Nothing in this Agreement shall prevent the Marketing Carrierfrom (i) initiating and operating its own service in any origin and destination city pair at anytime;
or (ii) offering any fare(s), discount(s) or rebate(s) of any kind for interline itineraries valid on airlines, other than the Marketing Carrier or the Operating Carrier, on any origin and destination city pair.

6.2 Each Party shall establish fares and rates independently, subject tothe provisions ofthe applicable air transport agreements between the United States, on the one hand, and the governments of any country to which the Parties shall provide service pursuant to this Agreement, on the other hand.

6.3 The Marketing Carrier will pay to the Operating Carrier a sum in respect of its seat inventory on the Code Share Flights as set out atAnnex 5. (a) Either Party has the right at any time to request an adjustment to the prices paid by the Marketing Carrier to the Operating Carrier in line with general market and economic conditions prevailing on the flight sectors served by the Code Share Flights. {b) Upon receipt of such request as referred to in Article 6.3 the Parties shall negotiate in good faith with respect to such request, any adjustment to be agreed in writing between the Parties.

6.4 The accounting procedures to be followed by the Parties under this Agreement are set out atAnnex 5.

6.5 Each Party shall be liable for and shall pay on its own account any and all 

### taxes, duties and assessments, or appropriate portion thereof, levied by any Government Authorityresulting from their respective sale of seats on Codeshared Flights under this Agreement.

7. Traffic Document Issuance and Financial Settlement 7.1 Each Party shall issue or make available to its passengers its own standard system-wide traffic documents (tickets, Conditions of Carriage and related notices) which shall complywith all applicable laws, rules and regulations.

7.2 Passenger traffic documents for use on the Codeshared Flights may be issued by either Party, or by third parties with whom the Parties from timetotime have interline traffic agreements.

7.3 All Marketing Carrier flight coupons honored on Codeshared Flights shall be uplifted by the Operating Carrier, which is responsible for processing and billing ofsuch documents
as follows: (a) The Operating Carrier shall bill such uplifted flight coupons to the Ticketing Carrier using the normal interline settlement process of the lATA Clearing House. Subject to Section 7.3(b) and 7.3(c), Marketing Carrier flight coupons shall be treated for proration and billing purposes as if they showed the Operating Carrier's designator Code in the Carrier Code Box of the Marketing Carrier flight coupons. Such Marketing Carrier flight coupons will be prorated and billed according to the Special Prorate Agreement between the Operating Carrier and the Ticketing Carrier, or, in the absence of an applicable SpeCial Prorate Agreement, in accordance with the lATA Prorate Manual-Passenger ("lATA PMP"), specifically lATA PMP Part 3 Section Band other sections thereof

as applicable. (b) If the Operating Carrier does not have an interline traffic agreement with a Ticketing Carrierthat issued a MarketingCarrierTicket the Operating Carrierwill bill such coupon to the Marketing Carrier as an exceptional item (i.e., via correspondence) and such coupons shall be valued for billing and proration purposes according to the Special Prorate Agreement in place between the Operating and Marketing Carrier or in the absence of such an agreement, in accordance with lATA PMP. (c) If the Operating Carrier has an interline traffic agreement with a Ticketing Carrierthat issued a Marketing CarrierTicket but is unableto obtain satisfactory settlement, the Marketing Carrier shall assist the Operating Carrier in settling such account but shall not be liable for any losses incurred due to an unsatisfactorysettlement.

7.4 The Ticketing Carrier shall receive the Interline Service Charge and/or Ticket Handling Fee, as agreed between the Operating Carrier and the Ticketing Carrier; provided, however, if the Marketing Carrier or the Operating Carrier (or an Affiliate of the

### Marketing Carrier orthe Operating Carrier, as applicable) is the Ticketing Carrier, then the agreed upon terms inSection4.4 ofAnnex5shall apply.



### 7.5 To support interline billing by the Operating Carrier to third-parties and involuntary rerouting and refunding of Marketing Carrier Tickets by the Operating Carrier, the Marketing Carrier hereby waives endorsement requirements for the Operating Carrier with respecttoall MarketingCarrier flight coupons

. Unless otherwiseagreed in writing by the Parties, such waivershall be effectivethirty

### {30) days before the Implementation Date, and shall remain in effect for ninety (90) 

### days afterthe Termination Date ofthis Agreement to facilitate the reaccommodation of any Codeshared Passengers ticketed fortravel aftertheTermination Date.



### 7.6 Differences that may appear after the billing process has been completed shall be rectified bywritten correspondence ora meeting between the Parties

.



### 8

. Marketingand Product Display 8.1 The Codeshared Flights will be marketed and promoted bythe Marketing Carrier under its Code and by the Operating Carrier under its Code. Each Party shall ensure that its respective advertisingand promotions comply with all Applicable Laws

. The Marketing Carrier shall comply with Applicable laws regarding the disclosure and holding out of Codeshared Flights provided for herein in the jurisdiction where such Applicable laws apply. The Marketing Carrier shall disclose to the extent required by Applicable law through industry

-approved schedule and selling mechanisms (as defined in the Annex, to consumers, travel agents and others selling the Codeshared Flights, as well as through any advertising, point

-of-sale disclosures, and any other appropriate means, thateach Codeshared Flight is a flight of and operated by the Operating Carrier

. Such information shall be given before a reservation is made and in anyevent at the earliest reasonable opportunity and before the passenger arrives at the airport, in accordance with Applicable Law. In addition, each Party shall use commercially reasonable efforts to implement procedures to disclose the Operating Carrier and the appropriate departure and arrival terminal at the earliest possible opportunity and in particular at the point ofsale.

8.2 The Marketing Carrier shall identify the Codeshared Flights, in accordance with Applicable Law, in Airline Guides, CRSs, Reservations Systems and other sources of airline schedule information usingthe Marketing Carrier's Code.

8

.3 Ifthe Marketing Carrier is not authorized to offer air transport services in a particular local Codeshared Route, the Marketing Carrier shall file its standard schedule data forthe Codeshared Flights on such Codeshared Route using the appropriate traffic restriction code as defined in the lATA Standard Schedules Information Manual, in order to suppress the display of the Marketing Carrier's Codeshared Flights on such local Codeshared Route(s) (i.e., the Marketing Carrier's Codeshared Flights on such route will be limited to passengers connecting online to anotherflight marketed and/or operated bythe MarketingCarrier).

8.4 Unless otherwise agreed, all information and advertising materials produced with the aim of promoting the Codeshared Flights shall clearly identify both Parties. All joint advertising and promotion ofthe Codeshared Flights shall be subjectto prioragreement between the Parties and the costs of such joint advertising and promotion shall be shared based on prioragreement.

8.5 Each Party may use its own flight number in referencing the Codeshared Flights except that only the Operating Carrier's flight number shall be used in actual flight operations (e.g., airtraffic control).

8.6 Notwithstandingthe provisions ofthis Section 8, it is the responsibility ofthe Marketing Carrier to ensure that all passengers booked under its Code are appropriately informed before a reservation is completed of the identity of the Operating Carrier of the Codeshared Flights.

9

. Facilities 

### & Signage

9.1 The Parties acknowledge the importance of maintaining functional and accurate signs identifyingthe Operating Carrier and the Marketing Carrier, as appropriate, tofacilitate passenger convenience and to avoid passenger confusion at airports served by the Codeshared Flights. The Parties shall cooperate on the placement ofsuch signs, subject to the approval of the relevant airport authority or other lessors.

10. Training

10.1 Except as otherwise agreed, each Party shall provide or arrange, at its own cost and expense, and in its sole discretion, all training of its personnel to facilitate the Codeshared Flights and operations at airports served by the Codeshared Flights, including reservations and ticket offices, and other points of contact between the Parties and the public. This training shall include passenger service, reservations and sales activities, and in-flight service involving the Codeshared Flights.

10.2 The Parties shall, each in their own sole discretion, share any training materials (except trade secrets and legal advice) developed to support the Codeshared Flights. Allintellectual property or similar rights to any materials exchanged shall remain with the Party who originally developed such materials.

11. Security

11.1 The Parties shall cooperate in matters of security procedures, requirements, and obligations atall airports served bythe Codeshared Flights.

11.2 The Operating Carrier reserves the right to apply the provisions of its own security programs tothe carriage ofall passengers, baggage and cargo on board the Codeshared Flights, provided that such security programs shall, at a minimum, comply with the standards set forth by the relevant Government Authorities and be reasonably acceptable tothe Marketing Carrier, withthe understandingthatsafety and security are of the utmost importance to both carriers. Such provisions may include any then applicable procedures used for the physical screening of passengers, baggage or cargo, interviewing of passengers, and/or selective loading of baggage or cargo.

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

12. Safety and Maintenance

12.1 The Operating Carrier has operational control of the aircraft and final authority and responsibility concerning the operation and safety of the aircraft and its passengers, including Codeshared Passengers. The Operating Carrier shall have the absolute rightto delay the departure ofan aircraft, to cancel, divert or interrupt a Codeshared Flight, to decrease the authorized payload and/or to substitute an alternative aircraft type or equipment for any reason (including, without limitation, whenever safety, technical, operational reasons or adverse weather conditions so require). The Operating Carrier shall employthe same high standards ofsafety, security and loss prevention policies on the Codeshared Flights as on its own flights. Emergency support shall, at a minimum, be in accordance with the Mutual Emergency Assistance Agreement in force between the Parties.

12.2 The Operating Carrier shall have sole responsibilityforthe maintenance ofits leased and owned aircraft, and for other equipment used in connection with the Codeshared Flights. Maintenance ofsuch aircraft and equipment must, at a minimum, comply with the standards imposed by the relevant aeronautical authorities.

12.3 The Marketing Carrier shall have the right, at its own cost, to review and observe the Operating Carrier's operations of Codeshared Flights, and/or to conduct a reasonable safety and/or service review of the Operating Carrier's operations, manuals, and procedures reasonably related to the Codeshared Flights (the "Marketing CarrierReviews"), at such intervals as the Marketing Carrier shall reasonably request. The MarketingCarrier Reviews shall be coordinated with theOperating Carrierso as toavoid disruptions to the Operating Carrier's operations. Such reviews will be limited to areas that reasonably relate to the Operating Carrier's safety standards and service obligations under this Agreement. NOTWITHSTANDING THE FOREGOING, THE MARKETING CARRIER DOES NOT UNDERTAKE ANY RESPONSIBILITY OR ASSUME ANY LIABILITY FOR ANY ASPECT OF THE OPERATING CARRIER'S OPERATIONS, NOR SHALLTHE OPERATING CARRIER BE ENTITLED TO ASSERT ANY RESPONSIBILITY OR ASSUMPTION OF LIABILITY ON THE PART OF THE MARKETING CARRIER FOR THE OPERATING CARRIER'S OPERATIONS.

12.4 The results ofthe Marketing Carrier Reviews ofthe Operating Carrier conducted by the Marketing Carrier are confidential and will only be communicated to the Operating Carrier. The Marketing Carrier may only disclose the results of such audits to third parties with the written agreement ofthe Operating Carrier.

12.5 The Operating Carrier shall maintain a current registration on the lATA Operational Safety Audit (IOSA) Registry as an IOSA Operator. The Operating Carrier shall approve a request to lATA by the Marketing Carrier for a copy of the most recent IOSA Audit Report (IAR) of the Operating Carrier, such IAR to be in lieu of, or in addition to, any audit provided forin this Section 12, atthe sole discretion ofthe MarketingCarrier.

12.6 The Operating Carrier's IAR is confidential and the MarketingCarrier may only disclose it tothird parties withthe written agreement ofboth lATA and the Operating Carrier. Any audit conducted by the Marketing Carrier is confidential and the Marketing Carrier may only disclose it to third parties with the written agreement of the Operating Carrier.

12.7 Notwithstanding any other provision of this Section 12, the Operating Carrier is solely responsible for all aspects of its operations, including safety, security and service ofthe Code Share Flights.

12.8 The Operating Carrier shall notifythe Marketing Carrier within 24 hours ofany accident,
or serious or mandatory reportable incident occurring to its aircraft during operation of the Codeshared Flights. Such notification shall be followed, within thirty {30) days, by
an initial investigation report provided by the Operating Carrier containing all pertinent facts ofthe event and any known causal factors. These requirements are in addition to any immediate emergency or disaster notification required under Section 3.1. The Marketing Carrier shall have the right, at its sole discretion and cost, to independently investigate any safety incident or accident which results in death or serious injury to passengers, orcrew, orsubstantial damagetotheOperating Carrier's aircraft.

12.9 For the purposes of this Article, the term 'mandatory reportable incident' means any safety event where the Operating Carrier is obliged to notify its Civil Aviation Authority,
or Regulatory body; 'serious injury' means any injury which results in hospitalization of the person for a period exceeding forty eight hours; The National Transportation Safety Board (NTSB) definition of"substantial damage" means damage orstructural failure that adversely affects the structural strength, performance or flight characteristics of the aircraft, and that would normally require major repair or replacement ofthe affectedcomponents. (Not considered "substantial damage" are engine failure damage limited tothe engine, bent fairings orcowlings, dented skin, small puncture holes in the skin or fabric, or damage to landing gear, wheel, tires, flaps, engine accessories, brakes orwing tips).

12.10 The Operating Carrier's accident and incident reports are confidential and any safety investigation conducted by the Marketing Carrier is confidential. The Marketing Carrier may only disclose them to third parties with the prior written agreement of the Operating Carrier.

13. Trademarks and Corporate Identification

13.1 Except as provided in this Agreement: (a) JetBiue shall not use the lcelandair Marks; and
(b) lcelandairshall not use theJetBiue Marks,

withoutfirst obtainingthewritten approval oftheother Party, and each Party shall complywith any directionsofthe owning Party in relation to any approved use.

13.2 JetBiue acknowledges and agrees that it has no right, title or interest in the lcelandair Marks nor any part thereof. lcelandair acknowledges and agrees that it has no right, title or interest in the JetBiue Marks nor any part thereof. The logos, trademarks and trade names of each Party will remain at all times the applicable Party's exclusive property.

13.3 Each Party agrees that should any right, title to or interest in the other Party's logo or any other part thereof, or in any copyright or trade mark of the other Party become vested in it (by operation of law or otherwise) by reason ofthis Agreement, itwill hold the same in trust for the other Party and shall, at the request of the other Party, forthwith unconditionally assign any such right, title or interestto the other Party, or as the other Party may otherwise direct.

14. Representations and Warranties

14.1 Each ofJetBiue Airways and lcelandair hereby represents and warrants to the other as follows: (a) It is a duly incorporated and validly existing corporation, in good standing under the laws of itsjurisdiction of incorporation; is an air carrier duly authorized to act as such by the government of its country of incorporation; and has the requisite corporate power and authority to enter into and perform its obligations underthis Agreement. The execution, delivery, and performance of this Agreement by it have been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by it, and, assuming due authorization, execution, and delivery by the other Party hereto,this Agreement constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms, except to the extent that enforceability may be limited or modified by the effect of bankruptcy, insolvency or other similar laws affecting creditors' rights generally, and the application of general principles ofequityand public policy. (b) The execution, delivery or performance by it of this Agreement, shall not: (i) contravene, conflict with or cause a default under (A) any Applicable Law, rule
or regulation binding on it, or (B) any provision of its Charter, Certificate of Incorporation, Bylaws or other documents of corporate governance; or 

### (ii) contravene, or cause a breach or violation of, any agreement or instrument to which it is a party or by which it is bound, except where such conflict, contravention or breach would not have a material adverse effect on it and its Affiliates, or on the operations of it or its Affiliates, taken as a whole, or on its abilityto perform thisAgreement

. (c) The execution, delivery and performance by it ofthis Agreement do not require the consent or approval of, orthe giving of notice to, the registration with, the recording or filing of any documents with, or the taking of any other action in respect of, any Competent Authority, any trustee or holder of any of its indebtedness or obligations, any stockholder or any other Person or entity, otherthan the Governmental Approvals, except where failure to obtain ortake such action would not have a material adverse effect on it or a material adverse effecton thetransactions contemplated in thisAgreement. (d) Each ofthe foregoing representations and warranties shall survive the execution and deliveryofthis Agreement

.
15. Term and Termination

15.1 This Agreement shall become effective on the date first written above ("Agreement Date") and shall remain in effect for a period of or until terminated pursuantto Section 15.2 (Termination Events), Section 20 (Force Majeure) orSection 26 (Severability) (the "Initial Term"). At or prior to the expiration of the Initial Term the Parties may mutually agree to extend the term ofthis Agreement for an additional term of (the "Renewal Term"), which shall be subject tothe termination rights
as provided in the previous sentence. The Initial Term and the Renewal Term (if any) may collectively be referred to herein as the "Term". Implementation ofthisAgreement shall be on the Implementation Date, subject to the Parties' execution of the Mutual EmergencyAssistance Agreement.

15.2 In addition to any other termination rights provided herein, this Agreement may be terminated as follows: (a) at anytime by mutualwritten consent ofthe Parties hereto; (b) at any time afterthe Anniversary ofthe Agreement Date by either Party upon providing at least month's prior written notice to the other Party; (c) by the non-breaching Party upon the breach of a material term, covenant, representation or warranty of this Agreement (other than a breach of a payment obligation under Section 6 of this Agreement or the failure to otherwise pay any sums due pursuant tothis Agreement), including afailure tocomply with any material obligations and procedures set forth in the Procedures Manual, provided that the non-breaching Party provides the breaching Party prior written notice describing the alleged breach with as much particularity as reasonably practicable. Termination under this Section 15.2(c) shall not be effective if the breaching Party corrects such breach within thirty (30) days following receipt of such notice. If such breach cannot be corrected within thirty (30) days following receipt of such notice, and the breaching Party so advises the non-breaching Party, the non-breaching Party, in its sole discretion, may give the breaching Party an additional period oftime not to exceed thirty (30) days to correct the breach, provided that the breaching Party has taken action reasonably contemplated to correct such breach following receipt ofthe notice; (d) by the non-breaching Party upon the breach of a payment obligation under Section 6 ofthisAgreement orthe failure to otherwise pay any sums due tothe non-breaching Party pursuant to this Agreement by the breaching Party, after the non-breaching Party provides the breaching Party at least fifteen (15) days' prior written notice describing, with as much particularity as practical, the alleged breach, and the breaching Party does not, within seven (7) days following receipt ofsuch notice, correct such breach; (e) at anytime by either Party upon written notice ifthe other Party (i) makes an assignmentforthe benefit ofcreditors; (ii) suspends the payment of or admits in writing its inability to pay, or generallyfailsto pay, itsdebts as they become due; (iii) has suspended (as declared by a clearing house) its transactions with banks and/or other financial institutions or proposes or commences a moratorium upon orextension orcomposition ofits debts; (iv) has issued against it any writ, execution, process or abstract of judgment that may have a material adverse effect on it and that is not dismissed, satisfied orstayed within sixty (60) days; or (v) files a petition for bankruptcy, composition, corporate reorganization, corporate liquidation, arrangement or special liquidation proceedings;
or (vi) ceases all orasubstantial part ofits operations (otherthan due to Force Majeure as defined in Section 20); or (f) by either Party upon no less than ninety (90) days' and not more than four (4) full lATA traffic seasons' prior written notice in the event the other Party undergoes a Change of Control or becomes involved in a transaction which if consummated will result in a Change of Control; provided that the right to give noticetoterminate with respect to such Change ofControl shall begin upon the earlier of (i) public announcement ofa binding agreement of the subject Party which if consummated will result in a Change of Control, (ii) public announcement of the recommendation of a transaction by the subject Party which if consummated will result in a Change of Control, or 

### (iii) the occurrence of a Change of Control, and expire on the ninetieth (90th) day following consummation of such Change of Control. Each Party undertakes to promptly notifythe other in writingofan occurrence ofany ofthe events specified in this Section 15.2(f). For purposes ofthis Section 15.2(f), a "Change ofControl" with respect to a Party occurs if such Party or such Party's direct or indirect parent: (1) merges or consolidates with or into any other Person or entity; except whensuch merger or consolidation is with an Affiliate of such Party, or where immediately after such merger or consolidation, the shareholders ofthe Party immediately prior to the merger or consolidation continue to own more than seventy percent (70%) of the voting equity of the surviving entity or direct or indirect parent ofthe surviving entity and, ifthe Party is notthe surviving entity, the surviving entity assumes in writing all ofthe obligations and responsibilities of the Party under this Agreement; (2) sells or otherwise transfers all or substantially all of its assets to any other Person or entity except to an Affiliate of such Party; (3) ifa third party (or third parties acting as a group), except for
an Affiliate ofa Party, acquires thirty percent (30%) ormore ofthe Party's orthe Party's direct or indirect parent's voting equity in one or more transactions; or (4) if a third party airline (not being an Affiliate of a Party) or the parent of a third party airline, acquires Control directly or indirectly of a Party, including without limitation by acquiring Control of the direct or indirect parent of a Party. (g) Throughout the term ofthis Agreement, either Party has the right to suspend performance of this Agreement immediately by giving written notice to the other Party in the event that it has reason to suspect or believe or in the event that: (i) the other Party has suffered a significant emergency or serious incident
or accident or received a serious security threat that relates to any of that Party's flights or to a Codeshared Flight or Codeshared Route, provided that the foregoing actually and significantly impacts the operations ofthat Party; or (ii) the other Party has received from any relevant Competent Authority notice that it has failed to comply with applicable safety or security requirements in a manner that actually threatens its continued operation under its Air Carrier Operating Certificate ("AOC") issued by the relevant CompetentAuthority; or (iii) any Competent Authority, including but not limited to the US Department of Transportation and/or the Federal Aviation Administration and the Iceland Transportation Authority has ordered in writing or orally that the Marketing Carrier's Code be removed from Codeshared Flights or Codeshared Routes operated by the Operating Carrierforany reason whatsoever; or (iv) any Competent Authority, including but not limited to the US Department of Transportation and/or the Federal Aviation Administration and the Iceland Transportation Authority, as applicable, does not provide safety oversight of its air carrier operators in accordance with the minimum safety oversightstandards established by the International Civil Aviation Organization (ICAO), which results in the United States of America receiving an unsatisfactory listing from the Iceland Transportation Authority, or Iceland receiving an equivalent unsatisfactory listing from counterpart authorities in the United States ofAmerica, respectively.

Ifa Party suspends this Agreement pursuant to this Section, as soon as the reason for the suspension no longer exists, it shall notify the other Party. This Agreement willrecommence, at the option of the suspending Party, within thirty (30) days after the date ofsuch notice underthe same terms and conditions, or under amended terms and conditions in accordance with as may be agreed to bythe Parties.

15.3 In the event of suspension or termination of this Agreement, the Marketing Carrier shall, in its sole discretion, unless termination is pursuant to Section 15.2(f) , take all reasonable actions to confirm and preserve reservations on the Operating Carrier for passengers scheduled to be traveling on Marketing Carrier Tickets and, as applicable, endorse or otherwise modify or reissue such tickets to permit use on the Operating Carrier. The Operating Carrier shall, subject to [Section 16.5], accept passengers traveling on such tickets as ifsuch reservations had been booked through the Operating Carrier using ordinary interline procedures but giving effect to the revenue settlement methodology provided for in Section 6 ofthisAgreement.

15.4 In the event that this Agreement is terminated by the Operating Carrier pursuant to Section 15.2(d) or 15.2(e), the Operating Carrier, in its sole discretion, may decline any orall passengers scheduled to be traveling on Marketing CarrierTickets. The Marketing Carrier shall be solely responsible fortransferringthe reservations ofsuch passengers to othercarriers or making otheralternative arrangements.



### 16. Indemnification

16.1 The Party that is the Operating Carrier (or whose authorized Affiliate is the Operating Carrier) shall indemnify, defend, and hold harmless the Marketing Carrier and its Affiliates and their respective directors, officers, employees and agents (each individually a, or collectively the, "Marketing Carrier Indemnified Party") from and against any and all Damages arising out of, caused by, or occurring in connection with (or alleged to arise out of, be caused by, or be occurring in connection with) any ofthe following: (a) the death of or injury to or delay of persons, or delay or loss of or damage to property (including aircraft, equipment, baggage, mail or cargo) occurring while such persons or property are under the control or in the custody of, or being transported by, the Operating Carrier (including, for the avoidance of doubt, Damages arising out of the death of or injury to Codeshared Passengers traveling on MarketingCarrierTickets); (b) the death of or injury to, or loss or damage to property of, third parties not carried on board the aircraft operated by the Operating Carrier but occurring in connection with such operations; (c) negligent acts or omissions of the Operating Carrier related to its obligations under this Agreement, other than Damages to the extent addressed in Section 16.1(a) or (b) orSection 16.2(a) or(b); (d) the Operating Carrier's breach of any of its representations or warranties set forth in Section 14ofthisAgreement; or (e) infringement of a third-party's intellectual property or similar rights by the OperatingCarrier's logos, trademarks, service marks ortrade names.PROVIDED THAT, the Operating Carriershall not be required to indemnifyany Marketing Carrier Indemnified Party for any liability arisingfrom the Marketing Carrier Indemnified Party's gross negligence orwillful misconduct.

16.2 The Party that is the Marketing Carrier (orwhose Affiliate is the Marketing Carrier) shall indemnify, defend, and hold harmless the Operating Carrier and its Affiliates and their respective directors, officers, employees, and agents (each individually an, or collectively the, "Operating Carrier Indemnified Party") from and against any and all Damages arising out of, caused by, or occurring in connection with (or alleged to arise outof, be caused by, or be occurring in connection with) any ofthefollowing: (a) the death of or injury to or delay of persons, or delay or loss of or damage to property (including aircraft, equipment, baggage, mail or cargo) occurring while such persons or property are under the control or in the custody of, or being transported by, the Operating Carrier, but only to the extent caused by the gross negligence orwillful misconduct ofthe Marketing Carrier; (b) the death of or injury to, or loss or damage to property of, third parties not carried on board the aircraft operated by the Operating Carrier but occurring in connection with such operations, but only to the extent caused by the gross negligence orwillful misconduct ofthe MarketingCarrier; (c) negligent acts or omissions of the Marketing Carrier that are related to its obligations underthis Agreement, otherthan Damages tothe extent addressed in Section 16.1(a) or (b) orSection 16.2(a) or (b); (d) passenger claims based on the Marketing Carrier's failure to properly issue, deliver and complete transportation documentation in accordance with the provisions of the standard lATA or other applicable ticketing procedures, including, without limitation, the failure to put a proper notice ofthe limits of liability under the Warsaw Convention, as amended, or the Montreal Convention of 1999, as amended, on such documentation (it being understood that in ticketing Codeshared Passengers, the Marketing Carrier is entitled to apply the limits of liability provided for in its own Conditions of Carriage); provided, however, that the Marketing Carrier shall only be liable under this Section 16.2(d)forthat portion ofany Damages that is in excess ofthe Damages against which the Operating Carrier would have been required to indemnifythe Marketing Carrier under Section 16.1(a) if the Marketing Carrier had properly complied with all lATAticketing procedures; (e) the Marketing Carrier's breach of its representations or warranties set forth in Section 14ofthis Agreement; or 

### (f) infringement of a third-party's intellectual property or similar rights by the MarketingCarrier's logos, trademarks, service marks ortrade names.

PROVIDED THAT, the MarketingCarriershall not be required to indemnify any Operating Carrier Indemnified Party for any liability arising from the Operating Carrier Indemnified Party's gross negligence orwillful misconduct.

16.3 A Party (the "Indemnified Party'') that believes it is entitledto indemnification from the other Party (the "Indemnifying Party") pursuant to the terms of this Agreement with respect to a claim for Damages (i.e., a third-party claim) shall provide the Indemnifying Party with written notice (an "Indemnification Notice") of such claim (provided,however, that the failure to give such notice shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that such failure is materially prejudicial to the Indemnifying Party), and the Indemnifying Party shall be obligated and entitled, at itsown cost and expense and by its own legal advisors, to controlthe defense oforto settle any such third party claim. The Indemnifying Party shall have the right to elect to settle any such claim for monetary Damages only, subject to the consent of the Indemnified Party; provided, however, ifthe Indemnified Party fails togive such consent to a settlement that has been agreed upon by the Indemnifying Party and the claimant in question within twenty (20) days of being requested to do 

### so, the Indemnified Party shall assume the defense of such claim or demand and regardless of the outcome of such matter, the Indemnifying Party's liability hereunder shall be limited tothe amount of any such proposed settlement. If the Indemnifying Party fails to take any action againstthe third party claim that isthe subject ofan Indemnification Noticewithin thirty (30) days of receiving such Indemnification Notice, or otherwise contests its obligation to indemnifythe Indemnified Party in connection therewith, the Indemnified Party may, upon providing prior written notice 

### to, but without the further consent 

### of, the Indemnifying Party settle or defend against such third-party claim for the account, and at the expense, ofthe Indemnifying Party. Except as set forth in this Section 16.3, the Indemnified Party shall not enter into any settlement or other compromise or consent to ajudgmentwith respectto athird-party claim towhich the Indemnifying Party has an indemnityobligation withoutthe priorwritten consent ofthe Indemnifying Party.

16.4 Each Indemnified Party shall have the right, but not the duty, to participate in the defense of any claim with attorneys of its own choosing and at its own cost, without relieving the Indemnifying Party of any obligations hereunder. In addition, even ifthe Indemnifying Party assumes the defense ofaclaim, the Indemnified Party shall have the right to assume control ofthe defense ofany claim from the Indemnifying Party at any time, and to elect to settle or defend against such claim; provided, however, the Indemnifying Party shall have no indemnification obligations with respect to such claim except for the costs and expenses ofthe Indemnified Party (other than attorneys' fees incurred in participating in the defense ofsuch claim) incurred priorto the assumption ofthe defense ofthe claim by the Indemnified Party.

16.5 Each Party further agrees to indemnify, defend and hold harmless the other Party from and against any and all Taxes (as defined in Appendix 1), orAssessments (subject tothe terms ofSection-18.6), as the case may be, levied upon oradvanced by the Indemnified Party, butthat ultimatelythe Indemnifying Party would be responsible for paying, which resulted from anytransaction oractivitycontemplated by this Agreement.

16.6 Any claims made against the Marketing Carrier by the Codeshared Passenger may be handled bythe MarketingCarrier in accordance with its own procedure, and payment of such claims may be made directly by the Marketing Carrier. The Operating Carrier shall thereupon indemnify the Marketing Carrier for such payments in accordance with Article 16.1. However, the Marketing Carrier shall not admit any liability, negotiate, make suggestion or promise of any amount, or settle such claims without having obtained prior consent from the Operating Carrier. In case of a passenger's death or bodily injury, the Operating Carrier and the Marketing Carrier agree to make an

### adequate advance payment in accordance with applicable laws and custom, with close coordination each other.

16.7 The rights and obligations of the Parties under this Section 16 shall survive the Termination Date ofthisAgreement.



### 17. Insurance



### 17

.1 The Operating Carrier shall procure and maintain for the benefit of the Marketing Carrier during the term of this Agreement with insurance carriers of known financial responsibility, insurance ofthetype and inthe amounts listed below: (a) Third Party legal liability in respect ofall operations, including but not limited to aircraft (owned and non-owned) liability (including risks ofwar, hijacking and allied perils), passenger and crew baggage and personal effects, funeral and repatriation expenses, all reasonable expensesarising outofthe Federal Family Assistance Act of 1996 and/or similar regulations applying elsewhere in the world, cargo, mail, hangarkeepers, comprehensive general liability, or its equivalent including premises, products, completed operations, and contractual liability. This insurance must be primary without rightofcontribution from any insurance carried by the Marketing Carrier to the extent of the indemnity specified in Section 16.1, and shall (i) name the Marketing Carrier and the Marketing Carrier Indemnified Partiesas additional insuredstothe extentofthe protections afforded the Marketing Carrier under the indemnity specified in Section 16.1, (ii) contain a severability of interest clause and a breach of warranty clause in favor of the Marketing Carrier, {iii) specifically insure the Operating Carrier's indemnification obligations underthisAgreementtothefull extent ofthe coverage provided by the Operating carrier's policy or policies, and (iv) contain a provision statingthattheOperatingCarrier's policyorpolicies
areautomaticallyamendedtocomplywiththe laws and regulationsofany local, federal, or other governmental authority having jurisdiction over aircraft operated by the Operating Carrier, (v) contain a clause specifying that the Marketing Carrier shall have no responsibility for premium payment and insurers shall waive any rights ofset

-offorcounterclaim against the Marketing Carrier, (vi) contain a provision requiring the Operating Carrier's insurer(s) agreement to providethe Marketing Carrier with not less than thirty (30) days' prior written notice of any cancellation or adverse material change in such insurance. (b) The Operating Carrier shall maintain a combined single limit of liability of not less than REDACTED per any one occurrence for each aircraft, including bodily injury, death, personal injury, property damage, passenger (including Codeshared Passengers and other revenue and non-revenue passengers) legal liabilityand war and allied perils combined, over all coverages and in the aggregate as applicable, but (i) personal injury limited to



### - -=, REDACTED peroccurrence and in the annual aggregate except with respectto passengers (including Codeshared Passengers and other revenue and nonrevenue passengers), and (ii) war and allied perils may be subject to an annual aggregate limit.(c) Hull all risk insurance, including war risk, and such policy shall include a waiver ofsubrogation in favor ofthe Marketing Carrier to the extent ofthe indemnity specified in Section 16.1.

17.2 Not less than ten (10) days prior to the Operating Carrier first performing the Services hereunder, and prior to the expiration or othertermination of any such insurance, the Operating Carrier shall furnish tothe Marketing Carrier certificates evidencing thatthey meet the insurance required hereby. All insurance required to be carried hereunder shall be effected under valid and enforceable policies issued by reputable and independent insurers permitted to do business in the applicablejurisdictions and having either (a) a general policyholder rating from Best's Insurance Guide, or an equivalent organization, of not less than "A-", or (b) an international reputation in the aviation marketplace, or (c) as approved bythe other party.



### 18. Taxes

18.1 Subject to Section 18.4, each Party shall be responsible for any net or gross income or franchise taxes (orTaxes ofa similar nature) on the revenues or income orany measure thereof which is attributable to it in connection with the sale of air transportation pursuanttothisAgreement.

18.2 The Party that acts as the Ticketing Carrier in respect of any particular transaction shall collect, except as otherwise prohibited by law, all Ticket Taxes relating to tickets sold or travel documents issued by itwith respect to air transport pursuant to this Agreement. The Parties hereby agree as follows: (a) The Ticketing Carrier shall collect, report and remit to the taxation authorities any non-interlineable Ticket Taxes levied in connection with sales of the Codeshared Flights. (b) The Ticketing Carrier shall collect any interlineable Ticket Taxes levied in connection with the sales ofthe Codeshared Flights. Ifthe Ticketing Carrier is the Marketing Carrier or a third-party, the Operating Carrier shall report and issue adebit invoicetotheTicketing Carrierthrough the lATA Clearing House for any interlineable Ticket Taxes in connection with the sales of the Codeshared Flights. The Operating Carrier shall remit to taxation authorities all such interlineableTicketTaxes. (c) The Operating Carrier may bill the Ticketing Carrier for any Ticket Taxes due or payable on or measured by passenger enplanement and payable or remittable by the Operating Carrier or the Marketing Carrier in accordance with industry guidelines outlined in the lATA Revenue Accounting Manual (lATA-RAM). (d) If the Ticketing Carrier is a third-party, the Marketing Carrier shall use commercially reasonable efforts to cause such third-party to implement the foregoing provisions.

18.3 Notwithstanding the provisions of Section 18.2, ifthe Ticketing Carrier is prohibited by law from collecting certain Ticket Taxes in the country where tickets are sold or where travel documents are issued, then the Ticketing Carrier is relieved only from collecting such Ticket Taxes so prohibited by law and shall notifythe Operating Carrier, (i) no later than the Effective Date with respect to any such laws existing as of such date and 

### (ii)within thirty (30) days ofthe enactment ofany such laws afterthe Effective Date, which Ticket Taxes it is prohibited from collecting and render reasonable assistance to the Operating Carrier so that procedures can be implemented to collect such Ticket Taxes from the passenger.

18.4 Both Parties acknowledge that the tax laws ofthe countries in which they may operate in connection with the Codeshared Flights may require withholding ofTaxes on certain ofthe payments that eitherofthe Parties ortheiragents (the "Payor") may be required to pay to the other Party (the "Payee") under this Agreement. It is agreed that payments to the Payee shall be exclusive of such withholding, provided however, that the Payor shall inform the Payee in writing with at least forty five (45) days' advance notice of its intent to withhold theTaxes and the legal basis for such withholding. The Payor shall inform the Payee: (a) within fifteen (15) days of receipt by the Payor of any directives that may be given tothe Payor by such taxation authority; and (b) within fifteen (15) days of payment by the Payor to the relevant taxation authorityofthe amountswithheld by Payor.

18.5 In the event the Payor is required to withhold taxes under the procedures of Section 18.4, the Payor shall provide to the Payee within thirty (30) days of such withholding a tax receipt and copies of any support for the payment as may be necessaryto support aclaim by the Payee ofaforeign tax credit underApplicable Laws. 18.6 If either Party receives notice from any taxation authority with respect to any assessment or potential assessment or imposition of any Tax (collectively, an "Assessment") relating to this Agreement, that the other Party may be responsible for paying, directly or indirectly, the Party so notified shall inform the other Party in writing within ten 

### (10) days of receipt ofsuch notice. Ifthe Party receiving such notice from a taxation authority is orwill be required to pay anyAssessment forwhich the other Party is ultimately responsible, it shall be entitled to be indemnified against such Assessment in accordance with Section 16.5. The Indemnifying Party shall have theoption to defend
orcontest such Assessment in accordance withthe procedures set forth in Section 16.



### 19. Review Procedures and AmendmentoftheAgreement



### 19.1 Each Party will cooperate with the other Party to institute regular monitoring processes to ensure that this Agreement is being implemented efficiently and in accordance with itsterms. Review meetings, which may be conducted via TeleConference, will be held on asix (6) month basis unless otherwise agreed bythe parties. 

### 19.2 In addition to the review meetings referred to in Section 

### 19.1, a Party may on reasonable notice call for a review ofthe conduct orthe terms ofthis Agreement at any time and the other Party will cooperate in such review ("Committee"). 

### 19.3 If:
(a) either Party considers that the Agreement requires amendment in order to remain in line with general market conditions prevailing on routes served by the Codeshare Services; and (b) that Party gives notice to the other Party specifying a requested amendment to Appendix 1 and a reasonable description ofthe basis forthat request,then each Party shall negotiate in good faith with the other Party in respect ofthat requested amendment.

20. Force Majeure

20.1 Except with respect to the performance of payment, confidentiality, and indemnity obligations, which shall be unconditional under this Agreement, neither Party shall be liable for delays in or failure to perform under this Agreement to the extent that such delay or failure (an "Excusable Delay") (a) is caused by any act of God, war, act of terrorism, natural disaster, strike, lockout, labor dispute, work stoppage, fire, serious accident, epidemic or quarantine restriction, act of government or any other cause, whether similar or dissimilar, beyond the control ofthat Party; and (b) is not the result of that Party's lack of reasonable diligence. If an Excusable Delay continues for thirty (30) days or longer, the non-delayed Party shall have the right, at its option, to terminate this Agreement by giving the delayed Party at least thirty (30) days' prior written notice.

21. Governing Law and Dispute Resolution

21.1 This Agreement shall in all respects be governed by and construed in accordance with the laws of the State of New York, United States of America, without regard to its conflict of laws principles, including all matters of construction, validity and performance. 21.2 Prior to referring a Dispute to arbitration as provided in Section 21.4, the Parties shall proceed as follows: (a) Except as otherwise expressly provided in Section 21.3, any controversy, dispute, difference, disagreement or claim between the Parties arising under or relating to this Agreement, including any question concerning the validity, termination, interpretation, performance, operation, enforcement or breach of this Agreement (each, a "Dispute"), must first be referred by a Party to the Committee for resolution. If the Committee is unable to resolve the Dispute within twenty (20) days after the Dispute is referred to it, unless extended by mutual consent ofthe Parties, the Dispute must then be referred by each Party to its respective Vice President

- Alliances (or similar position on the officer level in charge ofAlliances) for resolution within twenty (20) days afterthe date of the first such referral by either Party, unless extended by mutual consent of the Parties. (b) Except as otherwise expressly provided in Section 21.3, a Dispute not resolved by the Committee must then be referred by each Party to its respective Vice President-Alliances. (c) It will be sufficient for the purposes of referrals under this Section 21.2 that a Party send notice ofthe Dispute to one of its own members ofthe Committee,
or its own Vice President

- Alliances, as the case may be, in each case, with a copy to the other Party in the manner specified in Section 31 for the giving of notice.21.3 Any Dispute not resolved after referral tothe Committee and Vice Presidents- Alliances of the Parties as required in Section 21.2, shall then be referred to arbitration as provided in Section 21.4. Each Party irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of such arbitration and expressly and irrevocablywaives its rightto bring suit againstthe other Party in respect ofa Dispute in any court oflaw except forthe limited purposes ofenforcing an arbitral award obtained in respect ofa Dispute, orfor obtaining any injunctive, temporary or preventative order
or similar order available to it under the laws of any jurisdiction for a breach or threatened breach by the other Party of this Agreement. Each Party, to the fullest extent it may effectively do so under Applicable Law, irrevocably waives and agrees not to assert, by way ofmotion, as adefense orotherwise, any claim that it is notsubjectto arbitration.

21.4 In the eventthatany Dispute is not resolved pursuantto Section 21.2, then such Dispute shall be referred to and finally resolved pursuant to binding and confidential arbitration under the then-existing Commercial Arbitration rules of the American Arbitration Association (the "Rules"), except as they may be modified herein or by mutual agreement ofthe Parties. The arbitration, including the rendering ofthe award, will be conducted by three (3) arbitrators, each of whom will have experience with aviation industry matters and be fluent in the English language; provided, however, that the arbitration may be conducted by only one arbitrator if both Parties so agree in advance ofthe arbitration and are able to agree upon a single, mutually acceptable individual. If the arbitration is to be conducted by three (3) arbitrators, each Party will select one arbitrator and the third arbitrator will be appointed in accordance with the Rules. The arbitration proceedings will take place in New York, NY, United States ofAmerica. The language to be used in the arbitral proceedings shall be English In the event that any Dispute is submitted to arbitration, all then current Disputes that have not been resolved in accordance with Section 21.2 (including counterclaims between the Parties) will be consolidated in a single arbitral proceeding. The Parties will conduct the arbitration as quickly as is reasonably practicable and will use their respective commercially reasonable efforts to ensure that duration ofthe arbitral proceeding will notexceed ninety (90) days commencing from the date the last arbitratoraccepts his or her appointment (or, if the arbitral award is not issued within such ninety (90) days, within a single renewal period of another ninety (90) days). Any decision or award of the arbitrators will be based solely on the terms ofthis Agreement, and the substantive governing law applicable to such agreement(s). The decision ofthe arbitratorswill be in writing stating the reasons therefor, will be final and conclusive, and will be binding on the Parties. Judgment upon the award rendered in the arbitration may be entered and enforced by any court of competent jurisdiction. Each Party hereby expressly agrees that the arbitrators will have the authority to award specific performance or an injunctiontothe prevailing Party, orto make an award ofdamages, subjecttothe limits, waivers and disclaimers set forth in this Agreement, or under applicable law. The prevailing Party shall be awarded costs, reasonable expert witness fees, and reasonable attorneys' fees incurred in connection with such arbitral proceedings.

21.5 Without prejudice to the provisions of Section 21.2 and 21.6(b), each Party irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the applicable State or Federal Court of the State of New York and any appellatecourts therefrom (the "Courts"), for purposes of enforcing any arbitral award, or for obtaining any injunctive, temporary or preventative orderor similar orderavailable to it underthe laws ofanyjurisdiction for a breach orthreatened breach by the other Party of this Agreement which threatens irreparable damage. Nothing in this Section 21.5 shall affect any rightthat any Party may otherwise have to bring any provisional, interim
or conservatory action or proceeding relating to provisional, interim or conservatory
measures in the courts ofanyjurisdiction. Each Party irrevocably consents to service of process by any means described in Section 21.7.

21.6 Each Party, tothefullest extent it may effectively do so undersubstantive governing law applicable tothisAgreement, also irrevocably waives and agrees notto assert, by way of motion, as adefense orotherwise:
(a) any claim that it is not subjecttothejurisdiction ofthe Courts and any objection that it may have as to venue or inconvenient forum in respect of claims or actions brought in such Court; and (b) any right of application or appeal to any court (in New York or in any other jurisdiction) in connection with any question of law arising in the course of arbitration proceedings orout ofany decision or award by the arbitrator, except
as permitted by NewYork law.

21.7 Each Party irrevocably designates, appoints, authorizes and empowers as its agent for service ofprocess any ofits officersto receive and acknowledge on behalfofsuch Party any process, notices, or other documents that may be served in any suit, action, or proceeding ofthe nature referred to in this Section 21 in any court sitting in the State of NewYork, United States ofAmerica.



### 22. Covenant toComplywith all Laws

22.1 In performing itsobligations underthis Agreement, each Party shall, at its own cost and expense, fully comply with, and have all licenses under, all applicable federal, state, provincial and local laws, rules and regulations ofthe United States ofAmerica, Iceland and all third countries.

22.2 Ifeither Party has notice that a provision ofthis Agreement is contraryto any Applicable Laws orgovernmental regulations, that Party shall immediately notifythe other Party in writing, such notice to include a description of the perceived violation and supporting written materials that facilitate the other Party's investigation of such perceived violation.



### 23. Publicity

23.1 Except as required by Applicable Law, neither Party may issue any written press release concerning this Agreement without the prior written consent ofthe other Party, which consent shall not be unreasonablywithheld ordelayed.



### 24. Confidentiality24.1 Except as necessary to obtain any Government Approvals or as otherwise provided below, each Party shall, and shall ensure that its directors, officers, employees, Affiliates, and professional advisors (collectively, the "Representatives"), at all times, maintain strict confidence and secrecy in respect of all Confidential Information ofthe other Party (including its Affiliates) received directly or indirectly as a result of this Agreement. Ifa Party (the "Disclosing Party") is requested to disclose any Confidential Information ofthe other Party (the "Affected Party") under the terms of a subpoena or order issued by a court or governmental body, it shall (a) notify the Affected Party immediately of the existence, terms, and circumstances surrounding such request, (b) consult with the Affected Party on the advisability of taking legally available steps to resist or narrow such request, and (c) if any disclosure of Confidential Information is required to preventthe Disclosing Partyfrom being held in contempt orsubject to other legal penalty, furnish only such portion of the Confidential Information as it is legally compelled to disclose and use commercially reasonable efforts to obtain an order or other reliable assurance that confidential treatment shall be accorded to the disclosed Confidential Information. Each Party agrees totransmit Confidential Information onlyto such of its Representatives as required for the purpose of implementing and administeringthis Agreement, and shall inform such Representatives ofthe confidential nature ofthe Confidential Information and instruct such Representatives to treat such Confidential Information in a mannerconsistent with this Section 24.1.

24.2 Within ninety (90) days afterthe termination ofthis Agreement, each Party shall either deliver to the other Party or destroy all copies of the other Party's Confidential Information in its possession orthe possession of any of its Representatives (including, without limitation, any reports, memoranda or other materials prepared by such Party
or at its direction) and purge all copies encoded or stored on magnetic or other electronic media or processors, unless and only to the extent that the Confidential Information is necessary forthe continued administration and operation ofsuch Party's programs or is reasonably necessary in connection with the resolution of any dispute between the Parties.

24.3 Each Party acknowledges and agrees that in the event ofany breach ofthis Section 24, the Affected Party shall be irreparably and immediately harmed and could not be made whole by monetary Damages. Accordingly, it is agreed that, in addition to any other remedy at law or in equity, the Affected Party shall be entitled to an injunction or injunctions (without the posting of any bond and without proof of actual Damages) to prevent breaches or threatened breaches of this Section 24 and/or to compel specific performance ofthis Section 24.

24.4 The confidentiality obligations of the Parties under this Section 24 shall survive the Termination Date ofthisAgreementfor a period offive (5) years.



### 25. Assignment

25.1 Neither Party may assign or otherwise convey any ofits rights underthis Agreement, or delegate or subcontract any of its duties hereunder, without the prior written consent ofthe other Party; provided however, that each ofJetBiue Airways and lcelandair may assign, subcontract or delegate any of its rights, duties or obligations under thisAgreement to any ofits Affiliates provided that such assignment and/ordelegation shall not relieveJetBiue Airways and lcelandair ofany ofits obligations underthisAgreement.

26. Severability

26.1 Ifany provision ofthis Agreement is or becomes illegal, invalid or unenforceable under the law of any jurisdiction, such provision shall be severed from this Agreement in the jurisdiction in question and shall not affect the legality, validity or enforceability ofthe remaining provisions ofthis Agreement northe legality, validity orthe enforceability of such provision underthe law ofany otherjurisdiction; unless, in the reasonable opinion of either Party, any such severance affects the commercial basis of this Agreement, in which case the Party shall so inform the other Party and the Parties shall negotiate in good faith to agree upon modification ofthis Agreement so as to maintain the balance of the commercial interests of the Parties. If, however, such negotiations are not successfully concluded within ninety (90) days from the date a Party has informed the other that the commercial basis has been affected, either Party may terminate this Agreement by giving at leastthirty (30) days' priorwritten noticetothe other Party.

27. Non-Exclusivity

27.1 This Agreement is non-exclusive and does not preclude either Party from entering into
or maintaining marketing relationships, including Codeshares with otherairlines.

27.2 Forfurther clarity, nothing in this Agreement confers any right on either Partyto restrict the other Party's ability: (a) to maintain or change rates, fares, tariffs, services, distribution and marketing methods, competitive strategies orsimilar matters; (b) to engage invigorous and full competition with each otherorotherentities; and (c) to do business, orchoose notto do business, with otherentities.

28. FurtherAssurances

28.1 Each Party shall perform such further acts and execute and deliver such further instruments and documents at such Party's cost and expense as may be required by Applicable law, rules or regulations or as may be reasonably requested by the otherto carry out and effectuatethe purposes ofthis Agreement.

29. Miscellaneous

29.1 This Agreement contains the entire agreement between the Parties relating to its subject matter, and supersedes any prior understandings or agreements between the Parties regarding the same subject matter (including the Existing Agreement). This Agreement may not be amended or modified except in writing signed by a duly authorized Representative ofeach Party.

29.2 The relationship of the Parties hereunder shall be that of independent contractors. Neither Party is intended to have, and neither of them shall represent to any otherPerson that it has, any power, right or authority to bind the other, or to assume, or create, any obligation or responsibility, express or implied, on behalf of the other, except as expressly required by this Agreement or as otherwise permitted in writing. Nothing in this Agreement shall be construed to create between the Parties and/orthe Parties' Representatives any partnership, joint venture, employment relationship, franchise or agency (except that the Operating Carrier shall have supervisory control
over all passengers during any Codeshared Flight, including any employees, agents or contractors ofthe MarketingCarrier who are on board any such Codeshared Flight).

29.3 In the event thatthere occurs a substantial change in market conditions in general or in the condition of either Party, which change is not substantially the result of an act or omission ofthe Party requesting a change oramendmenttothis Agreement, and which change has a material adverse effect on either Party to this Agreement, then JetBiue or lcelandair may propose a review oforamendmenttothisAgreementto limitorexpand any of the terms, to extend the relationship to additional activities or city pair destinations or otherwise to modify in any way the transactions or relationships contemplated in this Agreement. However, neitherJetBiue nor lcelandairwill have any obligation,for any reason, to effect such an amendment.

29.4 All rights, remedies and obligations ofthe Parties hereto shall accrue and apply solelyto the Parties hereto and their permitted successors and assigns; there is no intent to benefit anythird-parties, includingthe creditors ofeither Party.

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

29.6 No failure to exercise and no delay in exercising, on the part of any Party, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other orfurther exercise thereof orthe exercise ofany other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. The failure ofany Party to insist upon a strict performance of any ofthe terms or provisions ofthis Agreement, orto exercise any option, right or remedy herein contained, shall not be construed as a waiver or as a relinquishment for the future ofsuch term, provision, option, right or remedy, butthe same shall continue and remain in full force and effect. No waiver by any Party ofany term or provision ofthis Agreement shall be deemed to have been made unless expressed in writingand signed by such Party.

29.7 This Agreement is the product of negotiations between JetBiue Airways and lcelandair, and shall be construed as if jointly prepared and drafted by them, and no provision hereof shall be construed for or against any Party by reason of ambiguity in language, rules ofconstruction against the drafting Party, orsimilardoctrine.

29.8 Although translations ofthis Agreement may be made into any other language for the convenience ofthe Parties, the English language version will govern for all purposes of the interpretation and performance ofthisAgreement.29.9 Neither Party shall be liable for any exemplary, punitive, special or consequential Damages, including lost revenues, lost profits or lost prospective economic advantage, arising from any performance orfailure to perform underthis Agreement, even ifsuch Party knew or should have known of the possibility thereof, and each Party hereby releases and waives any claims against the other Party regarding such Damages. FOR THE AVOIDANCE OF DOUBT, THE PARTIES AGREE THE FOREGOING SHALL NOT LIMIT A PARTY'S OBLIGATION TO INDEMNIFY THE OTHER IN ACCORDANCE WITH SECTION 

### 16 FOR DAMAGES ARISING OUT OF OR RELATING TO A CLAIM, SUIT OR CAUSE OF ACTION 

### BYATHIRD PARTY.



### 30

. Notices



### 30.1 Unless otherwise expressly required in this Agreement or the Annexes, all notices, reports, invoices and other communications required or permitted to be given to or made upon a PartytothisAgreement shall be inwriting, shall be addressed as provided below and shall be considered as properly given and received: (a) when delivered, ifdelivered in person (and a signed acknowledgment of receipt is obtained); or (b) three 

### (3) Business Days after dispatch, if dispatched by a recognized express delivery servicethat provides signed acknowledgmentsof receipt.



### 30.2 For the purposes of notice, the Designated Parties and their respective addresses shall be as set forth Annex 

### 7; provided, however, that either Party shall have the right to change its Designated Party and their address for notice to any other location bygiving at least three (3) Business Days priorwritten noticetothe other Party inthe mannerset forth above.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered by their properand duly authorized officers, as ofthe Effective Date.

JETBLUE

### AIRWAYS CORPORATION
By

# «-t~ Robin Hayes President

On

Attachments:
Appendix A Definitions By

On 

### JCELANDAIR 

# )&9,/ll.'r Jr>

# '¥;~ Helgi MarBjorgvinsson SVP Marketingand SalesAnnex 1

Annex 2

Annex 3

Annex 4

Annex 5

Annex 6

Annex 7

Annex 8 Codeshared Routes
InventoryControl Procedures

Reservations Procedures
Scheduling Procedures

Revenue Accounting Procedures
Airports Procedures
Designated Parties & NotificationAddresses
Emergency Contacts & Notification Details