### BEFORE THE

DEPARTMENT OF TRANSPORTATION

WASHINGTON, D. C.

) Joint Application of ) )
AMERICAN AIRLINES, INC. )

and ) Docket No. DOT

- OST

- 20 11

- AIR PACIFIC LTD. ) )

for statements of authorization under 1 4 ) CFR Part 212 and for related exemptions )

un der 49 USC 401 09 (reciprocal codesharing) ) )

JOINT APPLICATION OF AMERICAN AIRLINES, INC.

AND AIR PACIFIC LTD.

Communications with respect to this document should be se nt to:

For Air Pacific :

JOHN E. GILLICK Zuckert Scoutt & Rasenberger, LLP

888 17 th 

### Street, NW

Suite 700 Washington, DC 20006 (202) 973

- 7939 jegillick@zsrlaw.com For American Airlines :

VIRASB VAHIDI

Senior Vice President

- Marketing & Planning

a n d Chief Commercial Officer
American Airlines, Inc.
P.O. Box 619616, MD 5628 DFW Airport, TX 75261

KENJI C. HASHIMOTO Vice President, Strategic Alliances
American Airlines, Inc.
P.O. Box 619616, MD 5628 DFW Airport, TX 75261

WILLIAM K. RIS, JR.

Senior V ice President, Government Affairs
American Airlines, Inc.

1101 17 th 

### Street, NW, Suite 600 Washington, DC 20036

### 2 ROBERT A. WIRICK Director, Regulatory Affairs
American Airlines, Inc.
P.O. Box 619616, MD 5628 DFW Airport, TX 75261 (817) 963

- 0394

robert.wirick@aa.com

CARL B. NELSON

Associate General Counsel
American Airlines, Inc.

1101 17 th 

### Street, NW, Suite 600 Washington, DC 20036 (202) 496

- 5647

carl.nelson@aa.com

O ctober 27, 2011

### BEFORE THE

DEPARTMENT OF TRAN SPORTATION

WASHINGTON, D. C.

) Joint Application of ) )
AMERICAN AIRLINES, INC. )

and ) Docket No. DOT

- OST

- 20 11

- AIR PACIFIC LTD. ) )

for statements of authorization under 1 4 )

CFR Part 212 and for related exemptions )

under 49 USC 401 09 (reciprocal codesharing) ) )

JOINT APPLICATION OF AMERICAN AIRLINES, INC.

AND AIR PACIFIC LTD.

American Airlines, Inc. (and its affiliates American Eagle Airlines, Inc. and Executive

Airlines, Inc. d/b/a Americ an Eagle) (“American”) and Air Pacific Ltd. (“Air Pacific”) (together

“the Joint Applicants”) hereby jointly apply for state ments of authorization under 14 CFR Part

212 and for rel ated exemptions under 49 USC 401 09 in order to e ngage in reciprocal code share

services between the United States and Fiji and beyond.

The Am erican/ Air Pacific codeshare agreement is attached

. 1 

### The J oint A pplicants are

seeking authority to codeshare as specifically authorized by Article 12, Paragraph F of the U.S.

-

Fiji A ir Transport Services A greement, as amended

.

We hereby give initial notice of the following codeshare routes.

1) AA* on Air Pacific

- operated flights

Los Angeles (LAX)

– Nadi (NAN) , Fiji Honolulu (HNL)

– Nadi (NAN) , Fiji Nadi (NAN)

– Suva ( SUV) , Fiji

1 As is customary for requests of this nature, commercially sensitive information has been redacted from the attached codeshare agreement.

### 2 Honolulu (HNL)

– Apia (APW) , Samoa Nadi (NAN)

– Apia (APW) , Samoa Honolulu (HNL)

– Kiri b ati (Christmas Island) (CXI) Nadi (NAN)

– Kiribati (Christmas Island) (CXI) Nadi (NAN)

– Tongatapu (TBU) , Tonga Nadi (NAN)

– Port Vila (VLI) , Van u atu Nadi ( NAN)

– Honiara (HIR) , Solomon Islands

2) FJ * on American/American Eagle

- operated flights

Los Angeles (LAX)

– San Francisco (SFO) Los Angeles (LAX)

– Sacramento (SMF) Los Angeles (LAX)

– Toronto (YYZ) Los Angeles (LAX)

– New York Kenne d y (JFK) Los Angeles (LA X)

– Salt Lake City (SLC) Los Angeles (LAX)

– Washington, DC (IAD) Los Angeles (LAX)

– Chicago (ORD) Los Angeles (LAX)

– Denver (DEN) Los Angeles (LAX)

– Las Vegas (LAS) Los Angeles (LAX)

– Phoenix (PHX) Los Angeles (LAX)

– Dallas / Ft. Worth (DFW) Los Ange les (LAX)

– San Jose (SJC) Los Angeles (LAX)

– San Diego (SAN) Los Angeles (LAX)

– Miami (MIA) Los Angeles (LAX)

– Houston (IAH) Los Angeles (LAX)

– Monterey (MRY) Los Angeles (LAX)

– St. Louis (STL) Los Angeles (LAX)

– Albuquerque (ABQ) Los Angeles (LAX)

– Austin (AUS) Los Angeles (LAX)

– Fresno (FAT) Los Angeles (LAX)

– Reno (RNO) Los Angeles (LAX)

– Santa Barbara (SBA) Los Angeles (LAX)

– Boston (BOS)

The requested codeshare authorizations are consistent with the bilateral agreement between

the United St ates and Fiji as well as the public interest. See Statement of United States

International Air Transp ortation Policy, 60 Fed. Reg. 2184l, 21 842, May 3, l995 ( recognizing the

public benefits offered by codeshare arrangements between U.S. and foreign carrie rs )

.

American holds certificate authority between the United States and Samoa and Tonga. See

Order 2007

- 4

- 2, April 4, 2007. American requests exemption authority to serve between the

United States and Fiji a s authorized by the United States

- Fiji Memorand um of Understanding,

### 3

Ju ly 10, 1996, Annex l, Article B.1. American also requests exemption authority to serve

between the United States and Kiribati (Christmas Island)

, Vanuatu and the Solomon Islands

based on principles of comity and reciprocity. Ameri can requests a statement of authorization to

display the FJ * code o n flights operated by American or American Eagle within the U.S. and

between the U.S. and Canada beyond Air Pacific’s Honolulu and Los Angeles gateways.

Air Pacific holds foreign permit au thority between Fiji and the U.S., both directly and via

intermediate points

. See Order 81

- 4

- 9 3

, February 18, 1981

. Air Pacific holds exemption

authority between N adi, Fiji and Honolulu via Kiribati. See Notice of Action Taken in DOT

OST

- 2005

- 21868, dat ed July 7, 2011. Air Pacific holds exemption authority between Nadi, Fiji,

an d co

- terminal points Los Angeles and Honolulu via Au c kl and, New Zealand, and beyond Los

Angeles and Honolulu to co

- terminal points Toronto and Vancouver , Canada. See Notice of

A ction Taken in DOT

- OST

- 1997

- 2828, dated September 14, 2011

. Finally, Air Pacif ic holds

exemption authority between Nadi, Fiji and Honolul u via Apia, Samoa. See Notice of Action

Taken in DOT

- OST

- 2009

- 0145, dated September 14, 2011.

By this appli cation, Air Pacific seeks additional exemption authority as required to di splay

FJ * on the American and American Eagle

- o perated flights beyond Los Angeles and Honolulu to

any point in the United States

. Fiji and the United States entered into an Air Tra nsport Services

Agreement on October 1, 1979, amended by Memoranda of Under standing dated October 25,

1985 and July 10 , 1996

. Because t he exemption authority sought herein is not provided for

under the bilateral agreement

, Air Pacific seeks this authority on the basis of comity and

reciprocity between the Governments of Fiji and the United States. Fiji and the United States

have maintained a longstanding and excellent aviation relationship, and the Government of Fiji

would be receptive to similar applicat ion s by U.S. carrier s

. Air Pacific also requests a statement

of authorization to display the AA* code on flights operated by Air Pacific as set forth above.

### 4

American and Air Pacific will notify the Department no later than 30 days before

comme n cing any additional or substitute codeshare services beyond those initially identified at

the outset of this application. Such notification will include the market(s) to be served, the

identity of the carrier operating the aircraft in the codeshare market (s) being added, and the date

on which the service will be gin. American and Air Pacific will conduct all of their codeshare

operations in compliance with 1 4 CFR Part 257.

In response to the Department’s letter of June 1, 1 995

, to participants in the Civil Reserve

Air Fleet Program (“CRAF”) , Amer ican states that the codeshare arrangement at issue here will

have no impact on American’s CRAF commitments.

On June 16, 2011, American presented to the Federal Aviation Administration a

compliance statement of the Air Pacific IOSA codeshare safety audit

.

The Joint Applicants request expedited approval of this application in order to facilitate

the initiation of the American/ Air Pacific codeshare service s described above at an early date

.

We will poll the carrier p arties named on the attached service list and advise the Department of

the results.

Respectfully submitted

,



### JOHN E. GILLICK Zuckert Scoutt & Rasenberger, LLP

888 17 th 

### Street, NW, Suite 700 Washington, DC 20006 (202) 973

- 7939 jegillick@zsrlaw.com

Counsel for Air Pacific Ltd. CARL B. NELSON

Associate General Counsel
American Airlines, Inc.

1101 17 th 

### Street, NW, Suite 600 Washington, DC 20036 (202) 496

- 5647

carl.nelson@aa.com

October 27, 201 1

### Execution Copy

Air Pacific Codeshare Agmt_redact 

### CO DESHARE AGREEMENT

between

AMERICAN AIRLINES, INC.

and

AIR PACIFIC LIMITED

### Execution Copy

i TABLE OF CONTENTS

1. DEFINITIONS

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

2. CODESHARE SERVICE

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

3. IMPLEMENTATION AND EXPENSES

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

4. INVENTORY CONTROL AND PROCEDURES

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

5. MARKETING AND PRODUCT DISPLAY

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

6. TRAFFIC DOCUMENT ISSUANCE AND FINANCIAL SETTLEMENT

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

7. FACILITIES

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

8. TRAINING

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

9. SECURITY

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

10. SAFETY AND MAINTENANCE

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

11. FREE AND REDUCED RATE TRANSPORTATION

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

12. OTHER MARKETING PROGRAMS

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

13. TRADEMARKS AND CORPORATE IDENTIFICATION

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

14. REPRESENTATIONS AND WARRANTIES

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

15. GOVERNMENTAL APPROVALS

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

16. TERM

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

17. INDEMNIFICATION

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

18. INSURANCE

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

19. TAXES

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

20. JOINT MANAGEMENT COMMITTEE

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

21. FORCE MAJEURE

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

22. GOVERNING LAW AND DISPUTE RESOLUTION

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

23. COVENANT TO COMPLY WITH ALL LAWS

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

24. PUBLICITY

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

25. CONFIDENTIALITY

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

26. ASSIGNMENT

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

27. SE VERABILITY

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

28. EXCLUSIVITY

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

29. FURTHER ASSURANCES

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

30. MISCELLANEOUS

...................................................................................................................... 27

31. NOTICES

....................................................................................................................................... 28

### Execution Copy

1 CODESHARE AGREEMENT

Th is CODESHARE AGREEMENT (this “ Agreement ”), dated as of October 6, 2011 , is

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

and Air Pacific Limited , a corporation organized under the laws of the Republic of Fiji

, having its principal office at the Air Pacific Hangar, Nasoso Road, Nadi Airport, Fiji (“ Air Pacific ”)

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

1. DEFINITIONS

1.1 Terms with their initial letters capitalized shall have the meanings ascribed to them in

Annex A of this Agreement or where they are elsewhere defined herein (including the Annexes hereto). Such ascribed meanings shall be equally applicable to both the singular and plural forms of such terms. American and Air Pacific may each be referred to as a

“ Party ” and may collectively be referred to as the “ Parties ”.

1.2 The Parties agree that accepted industry procedures and agreements relating to the interlining of passengers and baggage, including those set forth in IATA Resolution 780 Interline Traffic Agreement

– Passenger for all international carriage shall apply to the provision of air transport and the related transactions contemplated by this Agreement, except to the extent that they are inconsistent or conflict w ith the terms of this Agreement.

2. CODESHARE SERVICE

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

- pairs (each city

pair, a “ Codeshared Route ”) identified in writing by the Parties from time to time without formally amending this Agreement. T he initial list of Codesha red Routes on which the Parties and their Authorized Affiliates and Authorized Wet Lessors may

codeshare is attached hereto as Annex B.

2.2 Detailed procedures for implementing this Agreement will be set forth in the Procedures Manual, which will be prepared by the Parties in conjunction with this Agreement. The Procedures Manual, including any amendments or supplements thereto agreed in writing between the Parties from time to time, shall be incorporated by reference into and made a part of this Agreement; provided, however, that the terms of this Agreement shall prevail in the event of a conflict between a provision of this Agreement and any provision of the

Procedures Manual.

### Execution Copy

2 2.3 The Operating Carrier for each Codeshared Flight shall provide to the Codeshared Passengers, at a minimum, the same standard of customer service as it provides to its own passengers traveling in the same class of service, which standard shall, in any event, be reasonably in accordance with the standards of customer service established by the Marketing Carrier for the comparable class of service on its flights. Minimum customer service standards, general passenger service procedures, and policies for the Codeshared Flights, including baggage services, are detailed in Annex C and the Procedures Manual.

2.4 The Parties shall use commercially reasonable efforts to coordinate their service schedules to maximize the convenience, and minimize the waiting time of passengers making connections between the Codeshared Flights and other flights ope rated by the Parties; provided, however, that neither Party is obligated to operate specific flights or service schedules and each Party retains the right to determine the service schedules of its own flights. To ensure a high standard of passenger servic e, the Parties agree that the dependability and the operation completion factor for Codeshared Flights must meet the

minimum standards set forth in Annex D.

2.5 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 without formally amending this agreement. The Parties agreement to effect such changes shall be evidenced by both the Marketing Carrier and the Operating C arrier publishing such changes in the Airline Guides, CRSs or Reservations Systems. T he Operating Carrier reserves the right to discontinue any specific route, flight number, equipment or schedule. In the event of such discontinuation, the Operating Carrier shall notify the Marketing Carrier as soon as reasonably possible and the Marketing Carrier shall cooperate in publishing the resulting changes to affected Codeshared Flights in the Airline Guides, CRSs, Reservations Systems, and other sources

of airlin e schedule information.

2.6 Except as otherwise provided in the Procedures Manual, in the event of any flight cancellation or other schedule irregularity, involuntary rerouting or denied boarding by the Operating Carrier with respect to a Codeshared Flight, the Operating Carrier shall:

(a) ensure that all passengers shall be handled in accordance with the same policies and procedures to avoid any discrimination against a Codeshared Passenger;

(b) at its own cost and expense (except to the extent such irregularity, involuntary rerouting or denied boarding is caused by the Marketing Carrier), accommodate and/or pay denied boarding compensation or otherwise compensate Codeshared Passengers, in the same manner as i ts own passengers and subject to the provisions of the P rocedures Manual and Applicable Law; and

(c) notify the Marketing Carrier in accorda nce with the Procedures Manual.

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

### Execution Copy

3 regulations. Notwithstanding anything in this Section 2.7 , the liability o f the Parties to each other with respect to passenger claims shall be governed by Sections 17 and 18

.

2.8 (a) The Party that is the Operating Carrier (or whose Authorized Affiliate or Authorized Wet Lessor is the Operating Carrier) shall ensure that each Codeshared Flight shall be operated under its operating certificate or under the operating certificate of an Authorized Affiliate or Authorized Wet Lessor.

(b) If there is a change in the carrier scheduled to operate a Codeshared Flight, the Operating Carrier shall promptly notify the Marketing Carrier of such change. The Marketing Carrier shall take all appropriate steps to ensure that Codeshared Passengers are notified of the change as soon as possible. I f the Operating Carrier fails to notify the Marketing Carrier of a change or a change occurs within 36 hours of scheduled departure, the Marketing Carrier shall be deemed to have insufficient time to notify Codeshared P assengers of the change. T he Marketing Carrier may thereupon continue to notify Codeshared Passengers of the change in accordance with its customer service policies if it is able to do so but the Operating Carrier shall take primary responsibility for not ifying all Codeshared Passengers still booked under the Marketing Carrier Code of the change at time of check

- in. In the event re

- accommodation is necessary either

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

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

2.9 Notwithstanding anything in this Agreement to the contrary the Operating Carrier may, at

its sole discreti on, operate any or all of the Codeshared Flights with aircraft operated under the operating certificate of a third 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 (i) prior to operating any such Wetleased Codeshared Flights any Authorized Wet Lessor shall be approved by the

Marketi ng Carrier in writing, which approval may be withheld in the Marketing Carrier’s sole discretion, (ii) the Operating Carrier and such Authorized Wet Lessor shall comply

with all Applicable Law with respect to such Wetleased Codeshared Flights, (iii) the

ap plicability of this Section 2.9 shall be subject to the Parties receiving all Governmental Approvals with regard to such Wetleased Codeshared Flights and to a successful completion of the IATA Operational Safety Audit (IOSA) reg istration by such Authorized Wet Lessor, (iv) the Marketing Carrier may withdraw any approval as provided in Section 2.9 (i) at any time in its sole discretion, and (v) such Wetleased Codeshared Flights (if any) shall be subject to all of the terms and conditions of this Agreement as if they are operated with aircraft operated under the operating certificate of the Operating Carrier itself. Notwithstanding anything herein to the contrary, (x) in the event the Authorized Wet Lessor does not successfully complete the IOSA registration or after initial successful completion of the IOSA registration at any time during the term of this Agreement does not maintain the IOSA registration or does not successfully complete any follow

- up aud its as required by the IOSA rules and regulations (as they are in force from time to time), the Marketing Carrier shall have the right, at the sole cost of

### Execution Copy

4 the Operating Carrier, to conduct a reasonable safety and/or service review of the

Authorized Wet Le ssor’s operations, manuals, and procedures reasonably related to the Wetleased Codeshared Flights (the “ Wet Lessor Marketing Carrier Reviews ”), at such intervals as the Marketing Carrier shall reasonably request; and (y) nothing in this

Section 2.9 shall prevent the Marketing Carrier from, at its sole discretion and at its sole cost and expense, performing additional safety audits of such Authorized Wet Lessor and the aircraft to be used for the operation of such Wetleased Codesh ared Flights and the Operating Carrier shall use reasonable efforts to cause the Authorized Wet Lessor to agree to such additional safety audits; provided, however, that such Marketing Carrier Reviews and additional safety audits shall be performed at reas onable times and within a reasonable timeframe and without interrupting the Authorized Wet Lessor’s operations.

3. IMPLEMENTATION AND EXPENSES

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

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

Pacific ;

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

(c) successful completion by Air Pacific of the IATA Operational Safety Audit (IOSA) registration or successful completion by Air Pacific of a codeshare audit in accordance with ICAO Annexes, DoD Quality & Safety Requirements, and American’s Internal Requirements and Industry Best Practices ; and

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

3.2 Each Party shall bear its own costs and expenses of performance under this Agreement, including, without limitation, costs and expenses associated with the following, unless otherwise agreed in writing between the Parties:

(a) any systems to support the automation of procedures and settlement relating to the Codeshared Flights (e.g., PNR exchange, yield management, revenue accounting, etc.), including routine maintenance thereof, and

(b) roadside, exterior, check

- in, concourse, gate and baggage service signage placed at airports and city ticket offices in locations served by the Codeshared Flights in

order to facilitate travel on the Codeshared Flights.

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

### Execution Copy

5 4. INVENTORY CONTROL AND PROCEDURES

4.1 The availability of Marketing Flights will be controlled by standard AVS (availability status) of the Operating Carrier. The Marketing Carrier will have access to the Operating Carrier’s local inventory 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 in the Procedures Manual.

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

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

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

Carrier.

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

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

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

the non

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

Carrier on the non- sto p service.

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

- stop service also operates its

own non

- stop service, the Marketing Carrier will match either the fares and fare rules of the one-stop operator or apply the fares and fare rules of its own non-stop

service.

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

, (b)

, (c) or (d)

, the Operating Carrier shall have the right, in its sole discretion, after one day’s prior written notice to the Marketing Carrier, to restrict or close the inventory access of the Marketing Carrier or remove the Code of the Marketing Carrier from the flight(s) in question, or to temporarily remove its own Code from the flight(s) operated by the defaulting Party on t he Ro utes where the breach

occurred.

(f) Nothing in this Agreement shall prevent the Marketing Carrier from (i) initiating and operating its own service in any origin and destination city pair at any time;

### Execution Copy

6 or (ii) offering any fare(s), discount(s) or rebate(s) of any kind for interline itineraries valid on airlines, other than American or Air Pacific , on any origin and destination city pair.

4.4 Each Party shall establish fares and rates independently, subject to the provisions of the applicable air transport agreements between the United States and Fiji , 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.

5. MARKETING AND PRODUCT DISPLAY

5.1 The Codeshared Flights will be marketed and promoted by the Marketing Carrier under its Code. Each Party shall ensure that its respective advertising and promotions comply with all applicable governmental laws, rules and regulations of any applicable Competent Authority. The Marketing Carrier shall comply with 14 C.F.R. Parts 257 and 258, and any other applicable rules regarding the disclosure and holding out of Codeshared Flights provided for herein in the jurisdiction where such rules apply. The Marketing Carrier shall disclose to the extent required by Applicable Law through industry -approved schedule and selling mechanisms (as defined in the Procedures Manual), to consumers, travel agents and others selling the Codeshared Flights, as w ell as through any advertising, point -of- sale disclosures, and any other appropriate means, that each Codeshared Flight is a flight of and operated by the Operating Carrier. Such information shall be given before a reservation is made and in any event at the ea rliest 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 appropria te departure and arrival terminal at the earliest possible opportunity and in particular at the point of sale.

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

5.3 If the Marketing Carrier is not authorized to offer air transport services in a particular

local Codeshared Rout e, the Marketing Carrier shall file its standard schedule data for the Codeshared Flights on such Codeshared Route using the traffic restriction code “O” or “Y” (or any successor code), as appropriate, as defined in the IATA Standard Schedules

Information Manual, Appendix G, in order to suppress the display of the Marketing Carrier’s Codeshared 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 another flight marketed and/or operated by the Marketing Carrier).

5.4 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 of the Codeshared Flights shall be subject to prior agreement between the Parties and the costs of such joint advertising and promotion shall be s hared based on prior agreement.

### Execution Copy

7 5.5 Each Party may use its own flight number in referencing the Codeshared Fli ghts except that only the Operating Carrier’s flight number shall be used in actual flight operations (e.g., air traffic control).

6. TRAFFIC DOCUMENT ISSUANCE AND FINANCIAL SETTLEMENT

6.1 P assenger traffic documents for use on the Codeshared Flights may be issued by either Party, or by third parties with whom the Parties from time to time have interline traffic

agreements.

6.2 All Marketing Carrier Flight Coupons honored on Codeshared Flights shall be uplifted by the Operating Carrier, which is responsible for processing and billing of such documents

as follows:

(a) The Operating Carrier shall bill uplifted coupons to the Ticketing Carrier using the normal interline settlement process of the IATA Clearing House. Subject to

Section 6.2(b) and 6.2(c) , Marketing Carrier Flight Coupons shall be treated for proration and billing purposes as if they showed the Operati ng Carrier’s designator Code in the Carrier Code Box of the Marketing Carrier Flight Coupons. S uch Marketing Carrier Flight Coupons will be prorated and billed according to the Special Prorate Agreement between the Operating Carrier and the Ticketing Carr ier, or, in the absence of an applicable Special Prorate Agreement, in accordance with the IATA Prorate Manual

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

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

PMP.

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

6.3 For Codeshared Flights, the Operating Carrier shall on a monthly basis determine the gross prorated value (as determined in accordanc e with Section 6.2(a) ) of Marketing Carrier Flight Coupons uplifted by it during the previous month and calculate the commission (the “ Codeshare Commission ”) by multiplying such coupon values by the applicable co mmission percentages set forth in Annex E . T he Operating Carrier shall credit the account of the Marketing Carrier for the aggregate Co deshare Commission through the IATA Clearing House. The Operating Carrier shall provide supporting data

to the Marketin g Carrier no later than thirty (30) days after the end of the clearance month (e.g., if the Operating Carrier were to issue an October 2011 clearance month

credit to the Marketing Carrier on November 23, 20 11 , then supporting data should be provided to the Marketing Carrier by November 30, 20 11 ). The Marketing Carrier shall be entitled to review and, if appropriate, dispute, via correspondence, the Operating Carrier’s calculation of the Codeshare Commission; provided, however, the Operating

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8 Carrier must re ceive note of such dispute within six (6) months from the relevant clearance month. Any resulting payments will be processed through the IATA Clearing

House.

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

recei ve the Interline Service Charge and/or Ticket Handling Fee, as provided in the ITA

. In the event the Ticketing Carrier is a third party, the Ticketing Carrier shall receive the Interline Service Charge and/or Ticket Handling Fee as agreed between the Opera ting Carrier and such third party

.

6.5 To support interline billing by the Operating Carrier to third

- parties and involuntary rerouting and refunding of Marketing Carrier Tickets by the Operating Carrier, the Marketing Carrier hereby waives endorsement requirements for the Operating Carrier with respect to all Marketing Carrier Flight Coupons, including: (i) all Marketing Carrier Flight Coupons for use on Codeshared Flights operated by Air Pacific between the

United States and Fiji , or within Fiji , issued on American

- AA (001) ticket stock, or on other ticket stock, but naming American in the Carrier Code Box, and (ii) all Marketing Carrier Flight Coupons for use on Codeshared Flights operated by American within the United States, or within the Americas (i.e., North America, South America, Central America and the Caribbean), issued on Air Pacific

- FJ (260) ticket stock, or on other ticket stock, but naming Air Pacific in the Carrier Code Box. Unless otherwise agreed in writing by the Parties, such waiver shall b e effective thirty (30) days before the Implementation Date, and shall remain in effect for ninety (90) days after the Termination Date of this Agreement to facilitate the reaccommodation of any Codeshared Passengers ticketed for travel after the Terminati on Date.

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

6.7 In a sufficient amount of time before the Implementation Date, the Marketing Carrier will

fil e with ATPCO a TCN Codeshare Agreement, in which the Marketing Carrier will provide the range of its Marketing Flight numbers. T he Marketing Carrier will be responsible, throughout the term of the Codeshare Agreement, for updating its Marketing Flight num bers with ATPCO.

7. FACILITIES

The Parties acknowledge the importance of maintaining functional and accurate signs identifying the Operating Carrier and the Marketing Carrier, as ap propriate, to facilitate passenger

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

8. TRAINING

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

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9 and in

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

Procedures Manual.

8.2 The Parties shall share any training materials (except trade secrets and legal advice) developed to support the Codeshared Flights. All intellectual property or similar rights to any materials exchanged shall remain with the Party who originally developed such

materials.

9. SECURITY

9.1 The Parties shall cooperate in matters of security procedures, requirements, and obligations at all airports served by the Codeshared Flights.

9.2 The Operating Carri er reserves the right to apply the provisions of its own security programs to the carriage of all passengers, baggage and cargo on board the Codeshared Flights, provided that such security programs shall, at a minimum, comply with the standards set forth by the relevant Competent Authorities and be reasonably acceptable to the Marketing Carrier, with the understanding that safety and security are of the utmost importance to both carriers. Such provisions may include any then applicable procedures

used for the physical screening of passengers, baggage or cargo, interviewing of passengers, and/or selective loading of baggage or cargo.

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

10. SAFETY AND MAINTENANCE

10.1 The Operating Carrier has operational control of the aircraft and final authority and responsibility concerning the operation and safety of the aircraft and its passengers, including Codeshared Passengers. The Operating Carrier shall employ the same high standards of safety, security and loss prevention policies on the Codeshared Flights as on its own flights. E mergency support shall, at a minimum, be in accordance with the Mutual Emergency Assistance Agreement in force between the Parties.

10.2 The Operating Carrier shall have sole responsibility for the maintenance of its leased and owned aircraft, and for other equipment used in connection with the Codeshared Flights. Maintenance of such aircraft and equipment must, at a minimum, comply with the standards imposed by the relevant aeronautical authorities.

10.3 The Marketing Carrier shall have the right, at its own cost, to review and observe the Operating Carrier’s operations of Codeshared Flights, and/or to conduct a reasonable safety and/or service review of the Operating Carrier’s operations, manuals, and procedures reasonably related to the Codeshared Flights (the “ Marketing Carrier

Reviews ”), at such intervals as the Marketing Carrier shall reasonably request. The Marketing Carrier Reviews sh all be coordinated with the Operating Carrier so as to avoid disruptions to the Operating Carrier’s operations. Such reviews will be limited to areas that reasonably relate to the Operating Carrier’s safety standards and service obligations under this Agr eement. NOTWITHSTANDING THE FOREGOING, THE

MARKETING CARRIER DOES NOT UNDERTAKE ANY R ESPONSIBILITY OR

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10 ASSUME ANY LIABILITY FOR ANY ASPECT OF THE OPERATING CARRIER’S OPERATIONS, NOR SHALL THE OPERATING CARRIER BE ENTITLED TO

ASSERT ANY R ESPONSIBILITY OR ASSUMPTION OF LIABILITY ON THE

PART OF THE MARKETING CARRIER FOR THE OPERATING CARRIER’S

OPERATIONS.

11. FREE AND REDUCED RATE TRANSPORTATION

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

- revenue or discounted (i.e., agency discount, industry discount, e tc.) travel on the Marketing Flights, and the Operating Carrier shall not honor any Marketing Carrier Flight Coupons for such industry non

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

12. OTHER MARKETING PROGRAMS

12.1 The Frequent Flyer Participating Carrier Agreement shall govern the participation of Air Pacific in American’s AAdvantage® frequent flyer program.

12.2 The Parties will provide the Marketing Carrier’s First and /or Business Class Cod eshared Passengers , as applicable, with access to the Operating Carrier’s airport lounge on t he day of their departure pursuant to the lounge access agreement to be negotiated by the Parties in good faith. I n the case of Business Class Codeshared Passengers traveling

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

under American’s Code will have access to the “Tabua Club ” (and oth er premium class lounges that Air Pacific may currently have or hereafter develop) on the day of their departure. Each Party will be required to pay the other a per cap ita fee for such lounge

access.

13. TRADEMARKS AND CORPORATE IDENTIFICATION

13.1 Neither Party hereto shall use any of the other Party’s or such Party’s respective Affiliates’ names, logos, logotype, insignia, service marks, trademarks, trade names, copyrights, corporate goodwill or other proprietary intellectual property, including without limitation the names “American Airlines, Inc.”, “American Airlines”, “American”, “American Eagle”, “AAdvantage”, “ Air Pacific Limited ”, “ Air Pacific ” or “Pacific Sun ” in any marketing, advertising or promotional collateral, including without limitation credit card and telecom solicitations, except where each specific use has been approved in advance by the other Party. W hen such approval is granted, either Party shall comply with any and all conditions t hat the other Party may impose to protect the use of any of that Party’s names, logos, logotype, insignia, service marks, trademarks, trade names, copyrights, corporate goodwill or other proprietary intellectual property.

13.2 Except as expressly provided here in, no right, property, license, permission or interest of any kind in the use of any name, logo, logotype, insignia, service mark, trademark, trade name, copyright, corporate goodwill or other proprietary intellectual property owned by either Party or its respective Affiliates is intended to be given to or acquired by the other Party, its agents, servants or other employees by the execution or performance of this Agreement.

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11 13.3 Each of Air Pacific and American acknowledges for all purposes that any and all lo gos, trademarks, service marks, and trade names of the other, whether registered or not, are and shall at all times remain the exclusive property of the other Party, and may not be used without the prior written consent of such Party, except as set forth herein. Each of

Air Pacific and American further acknowledges that any goodwill or other rights that arise as a result of the use by it of the other Party’s marks, as p ermitted under this Agreement, shall accrue solely to the benefit of the Party owning such marks, whether registered or not. S hould any right, title or interest in the logos, trademarks, service marks or trade names of a Party become vested in the other Party, the latter Party shall hold such right, title and interest in trust for the benefit of the former Party and shall, at the request of the former Party, promptly and unconditionally assign such right, title and interest to the former Party without royalties or compensation of any kind. Each of Air

Pacific and American hereby grants to the other, a non

- exclusive, non

- transferable, royalty

- free license for the term of this Agreement to use their respective service marks (“ Air Pacific ” for Air Pacific and “American Airlines” for American, each a “ Licensed

Trademark ”), subject to the terms an d conditions set forth in this Section 13 . This

license is limited to the use of the Licensed Trademarks in connection with the advertising and promotion of the Codeshared Flights contemplated by this Agreement and the Frequent Flyer Participating Carrier Agreement

.

13.4 Each Party agrees to use the Licensed Trademarks only in a manner approved in advance and in writing by the Party owning such Licensed Trademarks. Each Licensed

Trademark shall be marked with an ® or SM or other symbol, as appropriate, and reference a legend indicating that “ Air Pacific is a service mark of Air Pacific Limited ” or “American Airlines is a service mark of American Airlines, Inc.”, as the case may be,

or similar words to that effect.

13.5 Each Party agrees that all advertising and promotional materials bearing the Licensed Trademarks in relation to air transportation services contemplated by this Agreement shall meet the quality and presentation standards as set forth by the Party owning th e relevant Licensed Trademark.

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

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

14. REPRESENTATIONS AND WARRANTIES

14.1 Each of Air Pacific and American 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 its jurisdiction 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 under this Agreement. The execution, delivery, and performance of this Agreement by it have been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by it, and, assuming due authorization, execution, and delivery by the other Party hereto, this Agreement constitutes its

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12 legal, valid, and binding obligation, enforceable against it in accordance with its

terms, except to the extent that enforceability may be limited or modified by the effect of bankruptcy, insolvency or other similar laws affecting creditors’ rights generally, and the application of general principles of equity and public policy.

(b) The execution, delive ry 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 i t, 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 ability to perform this Agreement.

(c) The execution, delivery and performance by it of this Agreement do not require the consent or approval of, or the giving of notice to, the 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, other than the Governmental Approvals (to be obtained by it, as indicated in Annex F ), except where failure to obtain or take such action would not have a m aterial adverse effect on it or a material adverse effect on the transactions contemplat ed in this Agreement.

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

15. GOVERNMENTAL APPROVALS

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

, and any other Governmental Approvals that may herea fter be identified.

15.2 This Agreement shall be subject to review and approval by applicable Competent Authorities, which may withdraw their approval or impose substantial unfavorable

restrictions or conditions at any time. In the event this Agreement is orig inally approved

and such approval is later withdrawn or substantial unfavorable restrictions or conditions are imposed by any Competent Authority (each Party to determine in its sole discretion the reasonableness of such restrictions or conditions) , then t he Parties shall negotiate in good faith to find an equitable solution to enable the continuation of the Agreement. If a solution cannot be formulated within ninety (90) days following commencement of such negotiations, either Party may terminate this Agr eement upon t hirty (30) days’ prior written notice to the other Party , without incurring any liability to the other Party, but without prejudice to accrued rights and liabilities, including in relation to issued tickets, as provided in Section 16.5 below.

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

Codeshared Routes listed in Annex B , the Parties shall proceed under this Agreement

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13 solely with respect to the approved Codeshared Routes, and the Parties shall thereafter continue to endeavor to obtain approval of the remaining city

- pair markets.

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

Routes listed in Annex B within three hundred sixty five (365) days of the Effective Date,

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

15.5 Each Party shall immediately provide the other Party with copies of any correspondence or notices it receives from any Competent Authority with respect to the Codeshared Routes, Codeshared Flights or this Agreement, including with respect to the airworthiness of the aircraft used for the Codeshared Flights or noncompliance by the Operating Carrier with operational, training or safety rules and procedures.

16. TERM

16.1 T his Agreement shall become effective on the date first written above (“ Effective

Date ”) and shall remain in effect for a term of [REDACTED] unless earlier terminated

pursuant to Section 15 (Governmental Approval), Section 16.2 (Termination Events),

Section 21 (Force Majeure) or Section 27 (Severability), or Annex B ( Codeshared Flights ), Annex C (Ground/In- Flight Services ) or Annex D (Operating and Dependability) . Implementation of this Agreement shall be on the Implementation Date, subject to the Parties’ execution of the M utual Emergency Assistance Agreement.

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

terminated as follows:

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

(b) at any time after the [REDACTED] of the E ffective Date by either Party upon provi di ng at least [REDACTED] pr ior written notice to the

other Party, such notice to be served no earlier than the end of the thirt ieth (3 0 th ) full calendar month following the Effective Date;

(c) by the non

- breaching Party upon t he 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 to this Agreement), including a failure to comply with any material obligations and procedures set forth in the Procedures Manual, provided

that the non

- breaching Party provides the breaching Party prior written noti ce describing the alleged breach with as much particularity as r easonably practicable. Termination under this Section 16.2(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

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14 Party an additional period of time 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 of the notice;

(d) by the non

- breaching Party upon t he breach of a payment obligation under

Section 6 of this Agreement or the failure to otherwise pay any sums due to the

non- breaching Party pursuant to this Agreement by the breaching Party, after the

non- breaching Party provides the breaching Party at least 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

of such noti ce, correct such breach;

(e) at any time by either Party upon written notice if the other Party (i) makes an assignment for the benefit of creditors; (ii) suspends the payment of or admits in writing its inability to pay, or generally fails to pay, its debts as they become due; (iii) has suspended (as declared by a clearing house) its transactions with banks and/or other financial institutions or proposes or commences a moratorium upon or extension or composition of its debts; (iv) has issued against it any wr it, execution, process or abstract of judgment that may have a material adverse effect on it and that is not dismissed, satisfied or stayed within sixty (60) days; (v) files a petition for bankruptcy, composition, corporate reorganization, corporate liquidation, arrangement or special liquidation proceedings; or (vi) ceases all or a substantial part of its operations (other than due to Force Majeure

as defined in Section 21 ); or

(f) by either Party upon ninety (90) d ays’ prior written notice following receipt by such Party of written notice from the other Party (i) that such other Party has merged or consolidated with or into any other Person or entity, except where the shareholders of such Party immediately after the merger or consolidation (as measured on the day immediately prior to the effective date of such merger or consolidation) continue to own over eighty percent (80%) of its voting stock and, if the Party hereto is not the surviving entity, the surviving enti ty assumes all of the obligations and responsibilities of the Party under this Agreement; (ii) that such other Party has sold or otherwise transferred all or substantially all of its assets to any other Person or entity; (iii) that such other Party has had twenty percent (20%) or more of its voting stock acquired, directly or indirectly, by a

third

- party (or third

- parties acting as a g roup) in one or a ser ies of transaction and, as a result, such third-party (or group) has the right to direct the management and policies of the Party, or (iv) that more than fifty percent (50%) of its voting stock is owned at any time by a Person, entity or group that held fifty percent (50%) or less immediately prior to such time of determination. Each Party undertakes to promptly notify the other in writing of an occurrence of any of the events specified in this Section 16.2(f)

.

(g) Throughout the Term, either Party has the right to suspend performance of or terminate this Agreement im mediately by giving written notice to the other Party in the event that it has reason to suspect or believe or in the event that:

(i) the other Party has suffered a significant emergency or serious incident

or accident or received a serious threat that relate s to any of that Party’s flights or to a Codeshared Flight or Codeshared Route; or

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15 (ii) the other Party has received from any relevant Competent Authority notice that it has failed to comply with applicable safety or security requirements; or

(iii) the United States Department of Transportation (DOT), the United States Department of Defense (DOD) or the United States Department of Homeland Security (DHS), or the counterpart authorities in Fiji , has ordered in writing or orally that the Marketing Carrier’s Code be

re moved from Codeshared Flights or Codeshared Routes operated by the Operating Carrier for any reason whatsoever; or

(iv) the civil aviation authority of Fiji or the United States, as applicable, does not provide safety oversight of its air carrier operators in accordance with the minimum safety oversight standards established by the International Civil Aviation Organization (ICAO), which results in Fiji receiving a rating of Category 2 from the Federal Aviation Administration (FAA), or the United States receivin g an equivalent rating from counterpart authorities in Fiji , respectively.

If a 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 and this Agreement will

recom mence within thirty (30) days after the date of notice under the same terms and conditions, or under amended terms and conditions in accordance with Section 30.1 . A Party that suspends this Agreement pursuant to this Section may at any time during the suspension terminate this Agreement by giving notice in writing to the other Party. If this Agreement is suspended or terminated pursuant to this Section 16.2(g)

, Section s 16.3 through 16.4 shall apply.

16.3 Subject to Section 16.4 , in the event of termination of this Agreement the Marketing

Carri er shall, in its sole discretion, unless termination is pursuant to Section 16.2(f) or Annex C or Annex D , take all reasonable actions to confirm an d 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 accept passengers traveling on such tickets as if such reservations had been booked through the Operating Carrier using ordinary interline procedures but giving effect to the revenue settlement methodology provided for in Section 6 of this Agreement.

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

Section 16.2(d) or 16.2(e) , the Operatin g Carrier, in its sole discretion, may decline any or all passengers scheduled to be traveling on Marketing Carrier Tickets. The Marketing Carrier shall be solely responsible for transferring the reservations of such passengers to other carriers or making other alternative arrangements.

16.5 Termination by either Party in accordance with the Article 16 shall not derogate from any accrued rights and liabilities of either Party prior to the effective date of such termination.

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16 17. INDEMNIFICATION

17.1 Without prejudice to any other written agreement or arrangement of either Party to indemnify the other Party, the Party that is the Operating Carrier (or whose Authorized Affiliate or Authorized Wet Lessor is the Operating Carrier) shall indemnify, defend, and hold harmless the Marketing Carrier and its Affiliates and their respective directors, officers, employees and agents (each individually, or all collectively a, “ Marketing Carrier Indemnified Party ”) from and against any and all Damages arising out of, caused by, or occurring in connection with (or alleged to arise out of, be caused by, or occurring in connection with) any of the following:

(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 Marketing Carrier Tickets irrespective of conditions or liability limits that apply or may purport to apply);

(b) the death of or injury to, or loss or damage to property of, third parties not carried

on b oard 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

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

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

in Section 14 of this Agreement; or

(e) infringement of a third

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

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

UNDERSTANDS AND ACKNOWLEDGES THAT UNDER THE CIRCUMSTANCES

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

INDEMNIFY A MARKETING CARRIER INDEMNIFIED PARTY AGAINST

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

17.2 Subject to the indemnities provided in Section 17.1(a) , and without prejudice to any other written agreement or arrangement of either Party to indemnify the other Party, the Party that is the Marketing Carrier (or whose Affiliate is the Marketing Carrier) shall indemnify, defend, and hold harmless the Operating Carrier and its Affiliates and th eir respective directors, officers, employees, and agents (each individually an, or collectively the, “ Operating Carrier Indemnified Party ”) from and against any and all Damages arising out of, caused by, or occurring in connection with (or alleged to arise out of, be caused by, or occurring in connection with) any of the following:

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17 (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 willful misconduct of the Marketing Carrier;

(b) the death of or injury to, or loss or damage to property of, third part ies not carried on board the aircraft operated by the Operating Carrier but occurring in connection with such operations, but only to the extent caused by the willful misconduct of the Marketing Carrier;

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

Section 17.1(a) or (b) or Section 17.2 (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 IATA or other applicable ticketing procedures, including, without limitation, the failure to put a proper notice of the limits of liability under the Warsaw Convention, as amended, or the Montreal Convention of 1999, as amended, on such documentation (it being understood that in ticketing 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 17.2 (d) for that portion of any Damages that is in excess of the Damages against which the Operating Carrier would have been required to indemnify the Marketing Carrier under Section 17.1(a) if the Marketing Car rier had properly complied with all IATA ticketing procedures;

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

Section 14 of this Agreement; or

(f) infringement of a third

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

17.3 A Party (the “ Indemnified Party ”) that believes it is entitled to indemnification from the other Party (the “ Indemnifying Party ”) pursuant t o 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 shal l not relieve the Indemnifying Party of its obligations hereunder except to the extent that such failure is materially prejudicial to the Indemnifying Party), and the Indemnifying Party shall be obligated and entitled, at its own cost and expense and by its own legal advisors, to control the defense of or to settle any such third

- party claim. The Indemnifying Party shall have the right to elect to settle any such claim for monetary Damages only, subject to the consent of the Indemnified Party; provided, ho wever, if the Indemnified Party fails to give such consent to a settlement that has been agreed upon by the Indemnifying Party and the claimant in question within twenty (20) days of being requested to do so, the Indemnified Party shall

assume the defense of such claim or demand and regardless of the outcome of such matter, the Indemnifying Party’s liability hereunder shall be limited to the amount of any such proposed settlement. If the Indemnifying Party fails to take any action against the

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18 third

- party c laim that is the subject of an Indemnification Notice within thirty (30) days of receiving such Indemnification Notice, or otherwise contests its obligation to indemnify the Indemnified Party in 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, of the Indemnifying Party. Except as set forth in this Section 17.3 , the Indemnified Party shall not enter into any settlement or other compromise or consent to a judgment with respect to a third

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

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

in the defense o f such claim) incurred prior to the assumption of the defense of the claim by the Indemnified Party.

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

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

18. INSURANCE

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

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

- owned) liability (including risks hijacking and allied perils), passenger and crew baggage and personal effects, funeral and repatriation expenses (including crew), all reasonable expenses arising out of the Family

Assistance Act (United States) and/or similar regulations applying elsewhere in the world, cargo, mail, hangarkeepers, comprehensive general liability, or its equivalent including premises, products, completed operations, liquor law liability, and contractual liability. This insurance must be primary without right of contribution from any insurance carried by the Marketing Carrier to the extent of the indemnity specified in Section 17.1 , and shall (i) name the Marketing

Ca rrier and the Marketing Carrier Indemnified Parties as additional insureds to the extent of the protections afforded the Marketing Carrier under the indemnity specified in Section 17.1 , (ii) contain a s everabilit y of interest clause and a breach of warranty clause in favor of the Marketing Carrier, (iii) specifically insure the Operating Carrier’s indemnification obligations under this Agreement

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

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

less than USD $1,000,000,000 per any one occurrence for each aircraft, including bodily injury, death, personal injury, property dama ge, passenger (including Codeshared Passengers and other revenue and non

- revenue passengers) legal liability and war and allied perils combined, over all coverages and in the aggregate as applicable, but (i) personal injury limited to USD $25,000,000 per

o ffense and in the annual aggregate except with respect to passengers (including Codeshared Passengers and other revenue and non

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

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

.

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

18.2 The Operating Carrier shall provide the Marketing Carrier with certificates of insurance evidencing such coverage no less than thirty (30) days prior to the commencement of the first Codeshared Flight, and thereafter within five (5) Business Days of the date of any renewal of such coverage. The certificates must indicate that the above coverage shall not be canceled or materially altered without thirty (30) days’ advance written notice to the Marketing Carrier and that the Marketing Carrier shall be notified of any expiration or renewal of such coverage. The notice period in respect of war and allied perils coverage

shall be sev en (7) days or such lesser period as is or may be available in accordance with the policy providing such coverage.

19. TAXES

19.1 Subject to Section 19.4 , each Party shall be responsible for an y net or gross income or franchise taxes (or taxes of a similar nature) on the revenues or income or any measure thereof which is attributable to it in connection with the sale of air transportation pursuant to this Agreement.

19.2 The Party that acts as the T icketing 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 it with respect to air transport pursuant to this Agreement.

The Partie s 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.

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20 (b) The Ticketing Carrier shall collect any interlineab le Ticket Taxes levied in connection with the sales of the Codeshared Flights. If the Ticketing Carrier is the Marketing Carrier or a third

- party, the Operating Carrier shall report and issue a debit invoice to the Ticketing Carrier through the IATA Clear ing House for any interlineable Ticket Taxes levied in connection with the sales of the Codeshared Flights. The Operating Carrier shall remit to taxation authorities all

such interlineable Ticket Taxes.

(c) The Operating Carrier may bill the Ticketing Carrier for any Ticket Taxes 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 IATA Revenue Accounting Manual (IATA- RAM).

(d) If the Ticketing Carrier is a t hird

- party, the Marketing Carrier shall use commercially reasonable efforts to cause such third

- party to implement the foregoing provisions.

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

19.4 Both Parties acknowledge that the tax laws of the countries in which they may operate in connection with the Codeshared Flights may require withholding of Taxes on certain of the payments that either of the Parties or their agents (the “ Payor ”) may be required to pay to the other Party (the “ Payee ”) under this Agreement. It is agreed that payments to the Payee shall be exclusive of such withholding, 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 the Taxes and the legal basis for such withholding. The Payor shall inform the Payee:

(a) within fifteen (15) days of receipt by the Payor of any directives that may be given to t he Payor by such taxation authority; and

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

19.5 For U.S. income tax purposes, Air Pacific shall annually and timely furnish American, a valid, completed and d uly executed U.S. Federal Form W- 8ECI (Certificate of Foreign Person’s Claim That Income Is Effectively Connected With the Conduct of a Trade or Business in the United States) or such other forms as the U.S. Internal Revenue Service may require from time to time, so that American may report any relevant transactions arising under this Agreement and, if applicable, substantiate an exemption from any obligation on American’s part with respect to any income tax withholding or reporting obligations on payments made to Air Pacific . In the event the Payor is required to withhold taxes under the procedures of Section 19.4 , the Payor shall provide to the Payee within thirty (30) days of such withholding a tax receipt and copies of any support for the

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21 payment as m ay be necessary to support a claim by the Payee of a foreign tax credit under Applicable Laws.

19.6 If either Party receives notice from any taxation authority with respect to any assessment or potential as sessment 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 of such notice. If the Party receiving such notice from a taxation authority is or will be required to pay any Assessment for which the other Party is ultimately responsible, it shall be entitled to be indemnified against such Assessment in accord ance with Section 17.5 . T he Indemnifying Party shall have the option to defend or contest such Assessment in accordance with the procedures set forth in Section 17

.

20. J OINT MANAGEMENT COMMITTEE

20.1 Coincident with the execution of this Agreement, American and Air Pacific will create a joint management committee (the “ Committee ”). American and Air Pacific will each designate two (2) management representatives to the Committee and each will have the right to replace its management designees at any time upon prior written notice to the other Party. The Committee will endeavor to meet annually (in person or by telephone)

at a mutu ally agreed time and location and will meet at such additional times as it determines appropriate for the performance of its responsibilities or as reasonably requested by either Party. Each meeting will be conducted in accordance with an agenda to be determined as described below. Either Party may place an item on the agenda of any meeting of the Committee.

20.2 The Committee will oversee the management of the transactions and relationships contemplated in this Agreement, and, in that capacity, will review t he planning and implementation of the cooperative services of American and Air Pacific , and their respective airline Affiliates. The Committee will, as part of its responsibilities, monitor customer service quality, system development, performance of Code shared Flights, marketing approach and techniques, shared use of facilities, frequent flyer arrangements, and all other aspects of the implementation, operation, and compliance with this Agreement , t he Frequent Flyer Participating Carrier Agreement, and th e Lounge Access Agreement, and any other marketing agreements between the Parties (e.g., cargo, alliance) , if any . The Committee will consider ways to improve the performance and efficiency of the cooperative services to reduce costs and to increase the b enefits afforded

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

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

American and Air Pacific

.

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22 21. FORCE MAJEURE

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 Go d, 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 of that Party;

an d (b) is not the result of that Party’s lack of reasonable diligence. I f 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 lea st thirty (30) days’ prior written

notice.

22. GOVERNING LAW AND DISPUTE RESOLUTION

22.1 This Agreement shall in all respects be governed by and construed in accordance with the

laws of the State of New Yo rk (without regard to its conflict of laws principles) including all matters of construction, validity and performance.

22.2 Except as otherwise expressly provided in Section 25.3, any controversy, dispute, difference, disagreement or claim between the Parties arising under or relating to this Agreement (a " Dispute "), including any question concerning the validity, termination, interpretation, performance, operation, enforcement or breach of this Agreement, must first be referred by either Party to, and for res olution by, the Committee. If the Committee is unable to resolve the Dispute within forty five (45) days after the Dispute is referred to it, unless extended by mutual consent of the Parties, the Dispute must then be referred by both Parties for resolution by the Vice President and/or respective other designees of the Chief Executive Officer of the Parties in charge of this Agreement within an additional thirty (30) days. It will be sufficient for the purposes of referrals under this Section 22.2 that a Party send notice of the Dispute to one of its own members

of the Committee or its own Vice

- President, as the case may be, with a copy to the other Party.

22.3 Any D isputes not resolved as provided in Section 22.2 above may then be referred to binding arbitrat ion as provided in Section 22.4 below. Each of the Parties irrevocably submits to the exclusive jurisdiction of such arbitration and expressly and irrevocably waives its rights to bring suit against the other Party in any court of law except for the

limite d purposes of enforcing an arbitral award obtained in respect of a Dispute, or for 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 which threatens irreparable damage. Each Party, to the fullest extent it may effectively do so under substantive governing law applicable to this Agreement, irrevocably waives and agrees not to assert, by way of motion, as a defens e or otherwise, any claim that it is not subject to arbitration.

22.4 Any Disputes submitted to arbitration as provided in Section 22. 3 above shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the

“ Rules ”) by a pa nel of arbitrators appointed in accordance with such Rules. T he arbitration panel shall consist of three (3) arbitrators who are knowledgeable about the legal, marketing, and other business aspects of the airline industry, and fluent in the English language. T he arbitration may be conducted by only one (1) arbitrator if Air

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23 Pacific and American agree in advance of the arbitration on a m utually acceptable individual. The arbitration proceedings shall take place in Los Angeles, California , and

shall be con ducted in the English language.

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

District Court for the Southern District of California and of any State Court sitting in

California , for purposes of enforcing any arbitral award or for other legal proceedings arising out of this Agreement or any transactions contemplated in this Agreement. Each Party, to the fullest extent it may effectively do so under substantive governing law applicable to this Agreement, also irrevoca bly waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court and any objection that it may have as to venue or inconvenient forum in respect of claims or actions br ought in such court.

22.6 Each Party irrevocably designates, appoints, authorizes and empowers as its agent for service of process the Secretary of State of the State of California or C.T. Corporation System at its offices presently located at 818 West Seventh Street, 2nd Floor, Los Angeles, California 90017, to receive and acknowledge on be half of such Party any process, notices, or other documents that may be served in any suit, action, or proceeding

of the nature referred to in this Section 22 in any State or Federal court sitting in

California . Each Party has empowered the Secretary of State of the State of California or C.T. Corporation System as its agent for service of process by the granting of power of

attorn ey. Such designation and appointment will continue unless and until notice is given. Nothing in this Section 22 affects the right of any Party to serve process in any manner permitted by law, or limits any righ t that any Party may have to bring proceedings against the other Party in the courts of any jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

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

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

23. COVENANT TO COMPLY WITH ALL LAWS

23.1 In performing its obligations under this Agreement, each Party shall, at i ts own cost and expense, fully comply with, and have all licenses under, all applicable federal, state, provincial and local laws, rules and regulations of the United States, Fiji and all third

countries including rules and regulations promulgated by the U .S. National Transportation Safety Board, U.S. Department of Transportation, U.S. Federal Aviation Administration, the U.S. Department of Defense, the U.S. Department of Homeland

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24 Security and the counterpart agencies in Fiji . Each Party further agrees to participate in (i) the Advance Passenger Information System ( APIS ) program whereby the Operating Carrier will, upon r equest, supply the U.S. Bureau of Customs and Border Protection (“ CBP ”) with the required passenger manifest data from its flight(s) inboun d to and outbound from the United States at the time of departure; (ii) the U.S. Department of Homeland Security (“ DHS ”) Electronic System for Travel Authorization (“ ESTA ”), and (iii ) the DHS Secure Flight program

.

23.2 If either Party has notice that a provis ion of this Agreement is contrary to any Applicable Laws or governmental regulations, that Party shall immediately notify the other Party in writing, such notice to include a description of the perceived violation of regulation and supporting written mater ials that facilitate the other Party’s investigation of such perceived violation.

24. PUBLICITY

Except as required by Applicable Law, neither Party may issue any written press release concerning this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed.

25. CONFIDENTIALITY

25.1 Except as necessary to obtain any Government Approvals or as otherwise provided below, each 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 of the other Party (inclu ding its Affiliates) received directly or indirectly as a result of this Agreement. If a Party (the “ Disclosing Party ”) is requested to disclose any Confidential Information of the other Party (the “ Affected Party ”) under the terms of a subpoena or order issued by a court or governmental body, it shall (a) notify the Affected Party immediately of the existence, terms, and circumstances surrounding such request, (b) consult with the Affected Party on the advisability of taking legally available steps to res ist or narrow such request, and (c) if any disclosure of Confidential Information is required to prevent the Disclosing Party from being held in contempt or subject to other legal penalty, furnish only such portion of the Confidential Information as it is legally compelled to disclose and use commercially reasonable efforts to obtain an order or other reliable assurance

that confidential treatment shall be accorded to the disclosed Confidential Information. Each Party agrees to transmit Confidential Inform ation only to such of its Representatives as required for the purpose of implementing and administering this Agreement, and shall inform such Representatives of the confidential nature of the Confidential Information and instruct such Representatives to tr eat such Confidential Information in a manner

consistent with this Section 25.1

.

25.2 Within ninety (90) days after the termination of this Agreement, each Party shall, either deliver to the other Party or destroy al l copies of the other Party’s Confidential Information in its possession or the possession of any of its Representatives (including, without limitation, any reports, memoranda or other materials prepared by such Party or at its direction) and purge all copies encoded or stored on magnetic or other electronic media or processors, unless and only to the extent that the Confidential Information is necessary for the continued administration and operation of such Party’s programs or is

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25 reasonably necessary in co nnection with the resolution of any dispute between the

Parties.

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

, the Affected Party shall be irreparably and immediately har med and could not be made whole by monetary Damages. A ccordingly, 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 a nd without pro of of actual Damages) to prevent breaches or threatened breaches of this Section 25 and/or to compel specific performance of this Section 25

.

25.4 The confidentiality oblig ations of the Parties under this Section 25 shall survive the Termination Date or expiration of this Agreement for a period of five (5) years.

26. ASSIGNMENT

Neither Party may assign or otherwise convey any of its rights under this Agreement, or delegate or subcontract any of its duties hereunder, without the prior written consent of the other Party; provided however, that each of American and Air Pacific may assign, subcontract or del egate any of its rights, duties or obligations under this Agreement to any of its Affiliates provided that such assignment and/or delegation shall not relieve American or Air Pacific of any of its obligations under this Agreement.

27. SEVERABILITY

If any provision of this Agreement is or becomes illegal, invalid or unenforceable under the law of any jurisdiction, such provision shall be severed from this Agreement in the jurisdiction in question and shall not affect the legal ity, validity or enforceability of the remaining provisions of this Agreement nor the legality, validity or the enforceability of such provision under the law of any other jurisdiction; unless, in the 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 of this Agreement so as t o 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 least thirt y (30) days’ prior written notice to the other Party.

28. EXCLUSIVITY

28.1 This Agreement is non

- exclusive and does not preclude either Party from entering into or maintaining marketing relationships, including codesharing, with ot her airlines, except

that:

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

Affiliates not to:

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

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

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26 Air Pacific or any Affiliate of Air Pacific

, without American’s prior written consent; or

(iii) place the FJ Code or any Affiliate’s Code, on any flight to, from, via, or within the United States, other than flights operated by Air Pacific and its Affiliates and American and its Affiliates, without American’s prior written consent; or

(iv) permit any air carrier, other than American and its Affiliates, to place its Code on any flights to, from, via, or within the United States, operated by Air Pacific or any Affiliate of Air Pacific , without American’s prior

written consent.

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

Affiliates not to:

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

air carrier domiciled in Fiji , other than Air Pacific and its Affiliate s, without Air Pacific ’s prior written consent; or

(ii) permit any air carrier domiciled in Fiji , other than Air Pacific and its Affiliates, to place its Code on any flight operated by American or any Affiliate of American, without Air Pacific ’s prior written consent; or

(iii) place the AA Code or any Affiliate’s Code, on any flight to, from, via, or

within Fiji , other than flights operated by American and its Affiliates and

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

or

(iv) permit any air carrier, other than Air Pacific and its Affiliates, to place its Code on any flights to, from, via, or within Fiji operated by American or any Affiliate of American, without Air Pacific ’s prior written consent.

28.2 The foregoing Section 28.1 shall not apply to:

(a) codeshared arrangements currently in force between each of Air Pacific and

American and third

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

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

(c) codeshared arrangements with any member of the one worldTM Alliance.

29. FURTHER ASSURANCES

29.1 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 other to carry out and effectuate the purpos es of this Agreement.

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27 29.2 If and to the extent the transactions or activities contemplated by this Agreement require the cooperation or participation of an Affiliate or an Authorized Wet Lessor that is not a party hereto, then its Parent Carrier shall cause such Affiliate or Authorized Wet Lessor to cooperate or participate in such transaction or activity. Without limiting the generality of the foregoing, if such Affiliate or Authorized Wet Lessor operates as an Operating Carrier in connection with this Agree ment and is not a party to a separate codesharing agreement or addendum hereto with respect to such operations, its Parent Carrier shall cause it to comply with all obligations imposed on an Operating Carrier hereunder as if

such Affiliate or Authorized We t Lessor were a party hereto. The Parent Carrier shall be jointly and severally obligated and liable with such Affiliate or Authorized Wet Lessor for all such obligations, including, without limitation, the indemnity and insurance requirements of this Agreement. In addition, the Parent Carrier shall cause such Affiliate or Authorized Wet Lessor to perform such acts and execute and deliver such further instruments and documents as may reasonably be required by the other Party to provide for such cooperatio n and participation, including, without limitation, execution of an addendum providing for such Affiliate or Authorized Wet Lessor to become a party to this Agreement.

30. MISCELLANEOUS

30.1 This Agreement contains the entire agr eement between the Parties relating to its subject matter, and supersedes any prior understandings or agreements between the Parties regarding the same subject matter. This Agreement may not be amended or modified except in writing signed by a duly author ized Representative of each Party.

30.2 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 other Person that it has, any power, right or authority t o 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 c reate between the Parties and/or the Parties’ Representatives any partnership, joint venture, employment relationship, franchise or agency (except that the Operating Carrier shall have supervisory control over all passengers during any Codeshared Flight, including any employees, agents or contractors of the Marketing Carrier who are on board any such Codeshared Flight).

30.3 In the event that there occurs a substantial change in market conditions in general or in the condition of either Party, which change is n ot substantially the result of an act or omission of the Party requesting a change or amendment to this Agreement, and which change has a material adverse effect on either Party to this Agreement, then American or

Air Pacific may propose a review of or ame ndment to this Agreement to limit or expand any of the terms, to extend the relationship to additional activities or city- pair destinations or otherwise to modify in any way the transactions or relationships contemplated in this Agreement. However, neithe r American nor Air Pacific will have any obligation, for any reason, to effect such an amendment.

30.4 All rights, remedies and obligations of the Parties hereto shall accrue and apply solely to the Parties hereto and their permitted successors and assigns; there is no intent to benefit any third-parties, including the creditors of either Party.

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28 30.5 This Agreement may be executed and delivered by the Parties in separate counterparts, each of which when so executed and delivered shall be an original, but all of w hich taken together shall constitute one and the same instrument.

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

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

30.8 Although translations of this Agreement may be made into any other language for the

convenience of the P arties, the English version will govern for all purposes of the interpretation and performance of this Agreement.

30.9 Neither Party shall be liable for any exemplary, punitive, special or consequential Damages, including lost revenues, lost profits or lost pr ospective economic advantage, arising from any performance or failure to perform under this Agreement, even if such Party knew or should have known of the possibility thereof, and each Party hereby releases and waives any claims against the other Party regarding such Damages. FOR THE AVOIDANCE OF DOUBT, THE PARTIES AGREE THE FOREGOING SHALL

NOT LIMIT A P ARTY’S OBLIGATION TO INDEMNIFY THE OTHER IN

ACCORDANCE WITH SECTION 17 FOR DAMAGES ARISING OUT OF OR RELATING TO A CLAIM, SUIT OR CAUSE OF ACTION BY A THIRD PARTY.

31. NOTICES

Unless otherwise expressly required in this Agreement or the Procedures Manual, all notices, reports, invoices and other communications required or permitted to be given to or made u pon a Party to this Agreement shall be in writing, shall be addressed as provided below and shall be considered as properly given and received: (i) when delivered, if delivered in person (and a signed acknowledgment of receipt is obtained); (ii) three (3) Business Days after dispatch, if dispatched by a r ecognized express delivery service that provides signed acknowledgments of receipt; (iii) seven (7) Business Days after deposit in the applicable postal service delivery system; or (iv) if transmitted by fa csimile, upon c ompletion of transmission and upon confirmation by the sender (by a telephone call to a Representative of the recipient or by machine confirmation) that the transmission was received. For the purposes of notice, the addresses

of the Parties shall be as set forth below; provided, however, that either Party shall have the right to change its address for notice to any other location by giving at least three (3) Business Days prior written notice to the other Party in the manner set forth above.

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29 If to American Airlines, Inc.: 4333 Amon Carter Blvd., MD 5635 Fort Worth, Texas 76155

Attention: Managing Director

– Strategic Alliances Responsible for Air Pacific Codeshare

Facsimile: (817) 967-3179 Telephone: (817) 963-2355

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

Attention: Corporate Secretary Phone: (817) 963-3598

Facsimile: (817) 967-4313

If to Air Pacific Limited : Private Mail Bag Nadi Airport, Fiji Islands

Attention: Shalendra Nair

– Ge neral Manager Revenue Management

Facsimile: (679) 672-1990 Telepho ne: (679) 673-7414

32. PRIVACY AND DATA PROTECTION

32.1 For the purposes of this Article 32 , “ Codeshared Passenger Data ” means any information (including interim, processed, compiled, summar ized, aggregated, or derivative versions of such information that may exist in hard copy or in any system) relating to Codeshared Passengers or bookings for Codeshared Passengers on Codeshared Flights, including but not limited to (i) information that iden tifies or can be used to identify, contact, or locate a person to whom such information pertains, or from which identification or contact information of an individual person can be derived, (ii) PNR data for Codeshared Passengers on Codeshared Flights, and (iii) sales and volume data for Codeshared Passengers. Without limiting the generality of the foregoing, Codeshared Passenger Data includes, but is not limited to: Codeshared Passengers’ name, address, phone number, fax number, email address, social security number or othergovernmentissued identifier, and credit card information. The Parties agree that they will comply

with all applicable data protection and privacy legislation (“ Data Protection Laws ”) in the performance of their obligations under this Agreement and in connection with their collection, storage, use and disclosure of Codeshared Passenger Data. In particular, the Parties agree as follows:

(a) As between the Parties, all right, title and interest in Codeshared Passenger Data

collected shall be jointly owned by the Parties.

(b) Each Party will take reasonable steps to protect Codeshared Passenger Data in its possession from unauthorized use, access, disclosure, alteration or destruction (“ Data Safeguards ”). Such Data Safeguards shall include access controls, encryption or other means, where appropriate, and shall be no less rigorous than the most stringent of (i) best practices in the airline transportation and related services industry, and (ii) reasonable security procedures and practices

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30 appropria te to the nature of the Codeshared Passenger Data. Each Party shall also give reasonable consideration to the other Party’s recommendations for Data Safeguards. For the avoidance of doubt, Data Safeguards include compliance with VISA, MasterCard and any other applicable credit card network bylaws and operating regulations, including without limitation, Payment Card Industry (“ PCI ”) Data Security Standard regulations, VISA Cardholder Information Security Program (" CISP ") regulations and MasterCard Site Data Protection (" SDP ") regulations, as amended from time to time, and US federal and state laws and regulations relating to credit card processing. Without limiting or affecting either Party’s rights under this Agreement, in the event a P arty discovers or is notified of a breach or potential breach of their Data Safeguards or any Data Protection Laws, or any other unauthorized use or disclosure of Codeshared Passenger Data, such Party shall promptly notify the other Party of such breach or potential breach and if the applicable Codeshared Passenger Data was in the possession of such Party or its contractor at the time of such breach or potential breach, such Party shall promptly (1) investigate and remediate the effects of the breach or potential breach, and (2) provide the other Party with assurance satisfactory to the other Party that such breach or potential breach will

not recur.

(c) The Parties agree to reasonably cooperate with each other regarding disclosures

and statements made on their websites and via their other sales channels to ensure that such disclosures and statements reflect the Parties’ respective data collection, storage, use and disclosure practices in relation to Codeshared Passenger Data.

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A1 ANNEX A

DEFINITIONS

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

.

“ Affiliate ” means, with respec t to any Person or entity, any other Person or entity directly or indirectly controlling, controlled by, or under common control with, such Person or entity. For purposes of this definition, “control” (including “controlled by” and “under common control w ith”) means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person or entity, whether through the ownership of voting securities, by contract or otherwise. It is agreed and

understood between the P arties that Qantas Airways Limited shall not be considered an Affiliate of Air Pacific for purposes of this Agreement.

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

“ Airline Guides ” means the printed and electronic data version s of the “Official Airline Guide” and the “ABC World Airlines Guide,” and their respective successors.

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

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

“ Appli cable Law ” means all applicable laws of any jurisdiction including securities laws, tax laws, tariff and trade laws, ordinances, judgments, decrees, injunctions, writs, and orders or like actions of any Competent Authority and the rules, regulations, orders or like actions of any Competent Authority and the interpretations, licenses, and permits of any Competent Authority.

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

.

“ ATPCO ” means the Airli ne Tariff Publishing Company.

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

, and with respect to Air Pacific

, Fiji Airlines Limited trading as Pacific Sun

.

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

.

“ Business Day ” means any day other than a Satur day, Sunday or other day in which banking institutions in New York, New York

, USA, or Fiji , are required by law, regulation or executive order to be closed.

“ Carrier Code Box ” means (i) for paper tickets, the field containing the two character airline desi gnator code as defined in IATA Resolution 727, or (ii) for electronic (or e

- ) tickets the three alphanumeric characters contained in the “Sold Airline Designator (Marketing Carrier)” field as defined in IATA

Resolution 722f.

“ CBP ” means the U.S. Bureau of Customs and Border Protection.

“ CISP ” has the meaning assigned to such term in Section 32.1.

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A2 “ Code ” means the two (2) character identifier assigned to a car rier by IATA for the purpose of exchanging interline carrier messages in accordance with AIRIMP proc edures.

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

.

“ Codeshared Flight ” means a flight on which both Parties have placed their respective Codes, as defined

in Section 2.1 and Annex B

.

“ Codeshared Passenger ” means a passenger traveling on a Marketing Carrier Flight Coupon.

" Codeshared Passenger Data " has the meaning assigned to such term in Section 32.1

.

“ Codeshared Routes ” or “ Routes ” means the city

- pair markets set out in Annex B

.

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

.

“ Competent Authorities ” means any supranational, national, federal, state, county, loca l, regulatory or municipal government body, bureau, commission, board, board of arbitration, instrumentality, authority, agency, court, department, inspectorate, minister, ministry, official or public or statutory person (whether autonomous or not) having jurisdiction over this Agreement or either Party.

“ Conditions of Carriage ” means those conditions of contract tariffs and rules of carriage of a Party that govern the transport of passengers traveling on tickets showing such Party’s Code in the Carrier Cod e Box of the flight coupon.

“ Confidential Information ” means (a) all confidential or proprietary information of a Party, including, without limitation, trade secrets, information concerning past, present and future research, development,

business activitie s and affairs, finances, properties, methods of operation, processes and systems, customer lists, customer information (such as passenger name record or “PNR” data) and computer procedures and access codes; (b) the terms and conditions of this Agreement an d any reports, invoices or other communications between the Parties given in connection with the negotiation or performance of this Agreement; and (c) excludes (i) information already in a Party’s possession prior to its disclosure by the other Party; (ii) information obtained from a third Person or entity that is not prohibited from transmitting such information to the receiving Party as a result of a contractual, legal or fiduciary obligation to the Party whose information is being disclosed; (iii) inform ation that is or becomes generally available to the public, other than as a result of disclosure by a Party in violation of this Agreement; or (iv) information that has been or is independently acquired or developed by a Party, or its Affiliate, without violating any of its obligations under this Agreement.

“ CRS ” means a computerized reservations system owned or operated by any entity, including either Party to this Agreement, that contains information about commercial airline schedules, fares, cargo rates, passenger and cargo tariff rules and flight availability that is made available to travel agents, cargo agents

and other non

- airline entities to facilitate their ability to make reservations and issue tickets and air waybills.

“ Damages ” means all third party claims, suits, causes of action, penalties, liabilities, judgments, demands, recoveries, awards, settlements, penalties, fines, losses and expenses of any nature or kind whatsoever (including, without limitation, internal expenses of the Indemnified Pa rty, such as employee salaries and the costs of cooperating in the investigation, preparation or defense of claims) under the laws of any jurisdiction (whether arising in tort, contract, under the Warsaw Convention, as amended, or the Montreal Convention of 1999, as amended, and related instruments or otherwise), including reasonable

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A3 costs and expenses of investigating, preparing or defending any claim, suit, action or proceeding (including post judgment and appellate proceedings or proceedings that are inc idental to the successful establishment of a r ight of indemnification), such as reasonable attorneys’ fees and fees for expert witnesses, consultants and litigation support services.

" Data Protection Laws " has the meaning assigned to such term in Section 3 2.1

.

" Data Safeguards " has the meaning assigned to such term in Section 32.1

.

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

.

“ Effective Date ” has the meaning assigned to such term in Se ction 16.1

.

“ Excusable Delay ” has the meaning assigned to such term in Section 21

.

“ Fiji ” means the Republic of Fiji.

“ Frequent Flyer Participating Carrier Agreement ” means the agreem en t , from time to time, between the Parties relating to the participation of Air Pacific in American’s AAdvantage® frequent flyer

program.

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

“ IATA ” means the International Air Transport Association.

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

“ IATA PMP ” has the meaning assigned in Section 6.2 (a).

“ Implementation Date ” means the date of t he first codeshare servic e operated under this Agreement.

“ Inadmissible Passengers ” has the meaning defined in IATA Resolution 701, as modified, supplemented

or amended from time to time.

“ Indemnification Notice ” has the meaning assigned to such term in Section 17.3

.

“ Indemnified Party ” has the meaning assigned to such term in Section 17.3

.

“ Indemnifying Party ” has the meaning assigned to such term in Section 17.3

.

“ Interline Service Charge ” means the payment by the carrier lifting the ticket to the Ticketing Carrier, according to the industry program for compensation for the Ticketing Carrier’s commission sales costs

currentl y set forth in IATA Passenger Services Conference Resolutions 780b and 780d.

“ IOSA ” has the meaning assigned to such term in Section 3.1(c).

“ Interline Traffic Agreement ” or “ ITA ” means that certain Interline Traffic Agreement entered into by

the Parties , as may be amended , supplemented or modified from time to time

.

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A4 “ Licensed Trademark ” has the meaning assigned to such term in Section 13.3

.

“ Lounge Access Agreement ” means the agreement, if any, between the Part ies relating to the access to a Party’s airport lounges by the other Party’s Codeshared Passengers tr aveling on a Codeshared Flight.

“ Marketing Carrier ” means the air carrier whose Code is shown in the Carrier Code Box of a flight coupon for a Codeshared F light but which is not the Operating Carrier.

“ Marketing Carrier Flight Coupon ” means a flight coupon (electronic or paper) of a ticket issued by the Marketing Carrier, Operating Carrier or a third party for travel on a Codeshared Flight showing the

Market ing Carrier’s Code (i) in the carrier code box in the case of a p aper ticket, and (ii) in the transporting carrier field in the case of an electronic ticket.

“ Marketing Carrier Indemnified Party ” has the meaning assigned to such term in Section 17.1

.

“ Marketing Carrier Reviews ” has the meaning assigned to such term in Section 10.3

.

“ Marketing Carrier Ticket ” means a ticket issued by the Marketing Carrier, Operating Carri er or a third -party that contains at least one Marketing Carrier Flight Coupon.

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

“ Mutual Emergency Assistance Agreement ” means the agreement between the Parties relating to provision of assistance by one Party to the other Party in the event of aircraft emergency.

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

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

“ Operating Carrie r Indemnified Party” has the meaning assigned to such term in Section 16.2

.

" PCI " has the meaning assigned to such term in Section 32.1.

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

Section E.

“ Parent Carrier ” means American or Air Pacific , when referenced in relation to another carrier that is not a party to this Agreement and to which American or Air Pacific , as applicable, is Affiliated or from

whom it wet le ases aircraft, as applicable

.

“ Party ” or “ Parties ” means either or both of American and Air Pacific , as the context requires.

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

.

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

.

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A5 “ Person ” means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or (except for the definition of “Affiliate” herein) government or any agency, authority or political subdivision of a government.

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

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

.

“ Reservations System ” means the internal computerized airline passenger or cargo reservations system used by the personnel of an airline that conta ins information about flight schedules, fares, cargo rates, passenger and cargo tariff rules and seat availability of that airline and other carriers, and provides the ability to make reservations and issue tickets or air waybills.

“ Rules ” has the meaning assigned to such term in Section 22.2

.

" SDP " has the meaning assigned to such term in Section 32.1.

“ Special Prorate Agreement ” means any bilateral agreement, from time to time, between the Parties relating to th e proration of interline revenue.

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

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

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

.

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

“ Ticket Handling Fee ” means the payment by the carrier lifting the ticket to the Ticketing Carrier for expenses incurred as a result of issuing the ticket. Such payment is a percentage, agreed upon bilaterally by the Parties, of the prorated value billed by the carrier that lifted the ticket.

“ Ticket Taxes ” means any transactional taxes or passenger facility charges, including, without limitation, sales taxes, use taxes, stamp taxes, excise taxes, value added taxes, gross receipts taxes, departure taxes, surcharges and travel taxes, and all related charges, fees, licenses or assessments (and any interest or penalty thereon) imposed on passengers (or which air carriers or their agents are required to collect from passengers) by any authority in any country, or political subdivision thereof or public authority operating therein (including, without limitation any national, federal, state, provincial, territorial, local, municipal, port or airport authority) or which are levied upon passengers by operation of Applicable Law or industry

standa rd.

“ $ ” or “ US$ ” or “ Dollars ” means lawful currency of the United States of America.

“ U.S. ” or “ United States ” means the fifty states of the United States of America, the District of Columbia

and the Commonwealth of Puerto Rico.

“ Wetleased Codeshared F lights ” has the meaning assigned to such term in Section 2.9.

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A6 “ Wet Lessor Marketing Carrier Reviews ” has the meaning assigned to such term in Section 2.9

.

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B1 ANNEX B

CODESHARED ROUTES

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

occur on a date to be mutually agreed between the Parties , subject to obtaining all Governmental Approvals. In the event that all Governmental Approvals have not been obtained by such date for some particular Codeshared Route(s), then the implementation date for each such Codeshared Route shall occur at a later date as mutually agreed by the Parties.

List of Proposed Codes hare Routes

AA*/FJ Routes FJ*/AA Routes

1) Los Angeles (LAX)

- Nadi (NAN) 1) Los Angeles (LAX)

- San Francisco (SFO)

2) Honolulu (HNL) - Nadi (NAN) 2) Los Angeles (LAX)

- Sacramento (SMF)

3) Nadi (NAN)

- Suva (SUV) 3) Los Angeles (LAX) - Toronto (Y YZ)

4) Honolulu (HNL) - Apia (APW) 4) Los Angeles (LAX)

- New York Kennedy (JFK)

5) Nadi (NAN)

- Apia (APW) 5) Los Angeles (LAX)

- Salt Lake City (SLC)

6) Honolulu (HNL) - Christmas Island (CXI) 6) Los Angeles (LAX) - Washington D.C. (IAD)

7) Nadi (NAN)

- Christmas Island (CXI) 7) Los Angeles (LAX)

- Chicago (ORD)

8) Nadi (NAN) - Tongatapu (TBU) + 8) Los Angeles (LAX)

- Denver (DEN)

9) Nadi (NAN)

- Port Vila (VLI) + 9) Los Angeles (LAX)

- Las Vegas (LAS)

10) Nadi (NAN)

- Honiara (HIR) + 10) Los Angeles (LAX) - Phoenix (PHX)

11) Los Angeles (LAX)

- Dallas Ft. Worth (DFW)

12) Los Angeles (LAX)

- San Jose (SJC)

13) Los Angeles (LAX)

- San Diego (SAN)

14) Los Angeles (LAX)

- Miami (MIA)

15) Los Angeles (LAX) - Houston (IAH)

16) Los Angeles (LAX)

- Monterey (MRY)

17) Los Angeles (LAX)

- St. Louis (STL)

18) Los Angeles (LAX) - Albuquerque (ABQ)

19) Los Angeles (LAX)

- Austin (AUS)

20) Los Angeles (LAX)

- Fresno (FAT)

21) Los Angeles (LAX)

- Reno (RNO)

22) Los Angeles (LAX)

- Santa Barbara (SBA)

23) Los Angeles (LAX) - Boston (BOS)

Note: Codeshare implementation is not imminent on the ' + ' marked routes

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C1 ANNEX C

MINIMUM STANDARDS OF GROUND AND IN

- FLIGHT SERVICES

The Parties agree that inter national ground and in

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

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

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

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

detailed in the Procedures Manual.

The Parties agree to monitor in

- flight consumer research on customer prioriti es and satisfaction. Benchmarking research will be conducted to prioritize individual product features based on their importance to overall customer satisfaction and to obtain customer satisfaction ratings for individual product categories as w ell as t he overall airline experience. Ongoing research will also be conducted during the term of the contract, to monitor customer satisfaction. Where the two carriers have statistically different ratings for two consecutive quarters after implementation, on indivi dual product categories or the overall airline experience, the airline with the lower ratings will take measures to improve ratings to a level statistically equal t o that of the higher carrier. For international Codeshared Flights, such consumer

research will use American

- operated international service s as a comparative benchmark. The Parties will meet periodically to review customer satisfaction and benchmarking research data, in order to identify product categories that require improvement by the carrie r(s).

The Parties agree that the number of Codeshared Passenger complaints received by the Marketing Carrier regarding the Codeshared Flights will be measured twice a year by the Marketing Carrier as a ratio of Codeshared Passenger complaints per one thou sand (1,000) passengers boarded. Codeshared Passenger complaints measured will be those from the following passenger groups: First and Business Class, Full Fare Coach, Premium Frequent Flyer Program Members, Airport Club Members, VIPs (very important

pers ons), customers with disabilities, and complaints regarding sensitive issues (i.e., food poisoning, unaccompanied minors, discrimination, and international documents). I f the ratio of Codeshared Passenger complaints for any one city

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

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

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

.

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C2 AUTOMATION

The Parties shall develop, design and implement a co mputer automation system for the operational interface of each Party’s current computer syst em in order to provide the highest quality product to Codeshared Passengers. Each Party will be responsible for the cost and expense associated with modifying its own computer system. T he Parties shall, at a minimum, agree to develop, design and implemen t the automation of the following systems to support the Codeshared Flights:

Automated Reservation (PNR) Exchange

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

Pre

- Reserved Seating

- A mechanism will exist so that pre

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

Flight Movement Messages

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

computer system.

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

to recheck

- in a t the transit city. Codeshared Passengers will check

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

Hand Back Messages (Post Departure Reconciliation and Close -out) - The O perating Carrier must provide electronically a list of Codeshared Passengers who traveled on t he Codeshared Flights. T he preferred format is an IATA

- standard Passenger Reconciliation List (PRL).

FACILITIES

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

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

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

GATE AND RAMP HANDLING

The Operating Carrier shall arrange for trained personnel, acceptable to the Marketing Carrier, to handle all gate (including ramp handling) and boarding services of Codeshared Passengers on the Codeshared Flights.

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

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D1 ANNEX D

MINIMUM STANDARDS FOR OPERATING AND DEPENDABILITY

T he Operating Carrier shall adhere to the following operation completion and dependability standards for each Codeshared Flight. Each Codeshared Flight shall have an operating completion rate of ninety- five percent (95%) and an arrival rate of sixty percen t (60%) within thirty (30) minutes of the scheduled arrival time, as measured on an average basis every six (6) months during the term of this Agreement. The Operating Carrier shall measure the performance of the Codeshared Flights that it operates and pro vide such data to the Marketing Carrier. The Marketing Carrier shall be entitled to review and, if appropriate, dispute the accuracy of the Operating Carrier’s data.

If the Operating Carrier fails to meet the standards established by this Annex D with re spect to any city

pair market served by the Codeshared Flights, the Marketing Carrier shall be entitled, after providing the Operating Carrier with a reasonable opportunity to cure such failure (which shall not exceed ninety (90) days), to withdraw its Cod e from the affected city

- pair market. If the affected Codeshared Flight is not brought back into compliance with this Annex D at the end of the next six

- month period, the Marketing Carrier, at its discretion, shall be entitled to terminate this Agreement in its entirety or with respect to the affected city -pair market pursuant to Section 16.1

.

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E1 ANNEX E

FINANCIAL SETTLEMENT

Codeshare Commission

The Codeshare Commission only applies to the Codeshared Flights between Los Angeles (LAX) and Nadi (NAN) and between Honolulu (HNL) and NAN where American places its Marketing Carrier Code. The Codeshare Commission will apply to all fares including, but not limited to, published fares, unpubl ished fares, corporate discounts, and net fares. The Codeshare Commission will apply to all coupons originally ticketed on or reissued (voluntary or involuntary) to a Marketing Flight between LAX

and NAN and between HNL and NAN . The Codeshare Commission for these Codeshared Flights will be calculated by multiplying the gross prorated value (as determined in accordance with Sections 6.2(a) and

6.3 ) of Marketing Carrier F light Coupons by the applicable Codeshare Commission percentage, which for purposes of this Agreement, is detailed in the table below.

Codeshare Commission

First Class Fare [REDACTED]

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

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

The Codes hare Commission may be renegotiated by and between the Parties at any time by mutual

written consent of the Parties hereto.

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F1 ANNEX F

GOVERNMENTAL APPROVALS

American shall secure and maintain the following governmental approvals:

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

Codeshared Routes.

2. License from the Fiji Aviation Authority to enter into the codesharing arr angement with Air

Pacific

.

Air Pacific shall secure and maintain the following governmental approvals:

1. Economic authority from the Fiji Aviation Authority to codeshare with American over the

Codeshared Routes.

2. Economic authority from the DOT (including Statement of Authorization under 14 C FR, Part 212) to codeshare with American.

### CERTIFICATE OF SERVICE

I hereby certify that I hav e this day served the foregoing document by email on the following

persons:

sascha.vanderbellen@delta.com

thomas.bolling@united .com

howard.kass@usairways.com

jyoung@yklaw.com

gbleopard@fedex.com

anita.mosner@hklaw.com

rpommer@atlasair.com

kevin.montgomery@polaraircargo.com

matwood@cozen.com

jrichardson@johnlricha rdson.com

mlbenge@zsrlaw.com

dpdean@jamhoff.com

urskr@state.gov

william.stallings@usdoj.gov

john.allen@faa.gov

dwight.moore@ustranscom.mil

________________________________ CARL B. NELSON

October 27

, 2011