BEFORE THE

DEPARTMENT OF TRANSPORTATION

WASHINGTON, D. C.

)

Joint Application of )

)

 AMERICAN AIRLINES, INC. )

 and ) Docket No. DOT-OST-2011-

 AIR PACIFIC LTD. )

)

for statements of authorization under 14 )

CFR Part 212 and for related exemptions )

under 49 USC 40109 (reciprocal codesharing) )

)

JOINT APPLICATION OF AMERICAN AIRLINES, INC.

AND AIR PACIFIC LTD.

Communications with respect to this document should be sent to:

For Air Pacific: 

JOHN E. GILLICK

Zuckert Scoutt & Rasenberger, LLP

888 17th Street, NW

Suite 700

Washington, DC 20006

(202) 973-7939

jegillick@zsrlaw.com

For American Airlines:

VIRASB VAHIDI

Senior Vice President - Marketing & Planning

 and 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 Vice President, Government Affairs

American Airlines, Inc.

1101 17th 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 17th Street, NW, Suite 600

Washington, DC 20036

(202) 496-5647

carl.nelson@aa.com

October 27, 2011
BEFORE THE

DEPARTMENT OF TRANSPORTATION

WASHINGTON, D. C.

)

Joint Application of )

)

 AMERICAN AIRLINES, INC. )

 and ) Docket No. DOT-OST-2011-

 AIR PACIFIC LTD. )

)

for statements of authorization under 14 )

CFR Part 212 and for related exemptions )

under 49 USC 40109 (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 American Eagle) (“American”) and Air Pacific Ltd. (“Air Pacific”) (together 

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

212 and for related exemptions under 49 USC 40109 in order to engage in reciprocal codeshare

services between the United States and Fiji and beyond.

The American/Air Pacific codeshare agreement is attached.

1

 The Joint Applicants are 

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

Fiji Air Transport Services Agreement, 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) – Kiribati (Christmas Island) (CXI)

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

Nadi (NAN) – Tongatapu (TBU), Tonga

Nadi (NAN) – Port Vila (VLI), Vanuatu

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 Kennedy (JFK)

Los Angeles (LAX) – 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 Angeles (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 States and Fiji as well as the public interest. See Statement of United States 

International Air Transportation Policy, 60 Fed. Reg. 2184l, 21842, May 3, l995 (recognizing the 

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

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 as authorized by the United States-Fiji Memorandum of Understanding, 
3

July 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. American requests a statement of authorization to 

display the FJ* code on 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 authority between Fiji and the U.S., both directly and via 

intermediate points. See Order 81-4-93, February 18, 1981. Air Pacific holds exemption 

authority between Nadi, Fiji and Honolulu via Kiribati. See Notice of Action Taken in DOTOST-2005-21868, dated July 7, 2011. Air Pacific holds exemption authority between Nadi, Fiji, 

and co-terminal points Los Angeles and Honolulu via Auckland, New Zealand, and beyond Los 

Angeles and Honolulu to co-terminal points Toronto and Vancouver, Canada. See Notice of 

Action Taken in DOT-OST-1997-2828, dated September 14, 2011. Finally, Air Pacific holds 

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

Taken in DOT-OST-2009-0145, dated September 14, 2011.

 By this application, Air Pacific seeks additional exemption authority as required to display 

FJ* on the American and American Eagle-operated flights beyond Los Angeles and Honolulu to 

any point in the United States. Fiji and the United States entered into an Air Transport Services 

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

1985 and July 10, 1996. Because the 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 applications by U.S. carriers. 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 

commencing 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 begin. American and Air Pacific will conduct all of their codeshare

operations in compliance with 14 CFR Part 257.

In response to the Department’s letter of June 1, 1995, to participants in the Civil Reserve 

Air Fleet Program (“CRAF”), American 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 services described above at an early date. 

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

the results.

 Respectfully submitted,

 

JOHN E. GILLICK

Zuckert Scoutt & Rasenberger, LLP

888 17th 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 17th Street, NW, Suite 600

Washington, DC 20036

(202) 496-5647

carl.nelson@aa.com

October 27, 2011 
Execution Copy 

Air Pacific Codeshare Agmt_redact

CODESHARE 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. SEVERABILITY ........................................................................................................................... 25

28. EXCLUSIVITY............................................................................................................................. 25

29. FURTHER ASSURANCES .......................................................................................................... 26

30. MISCELLANEOUS ...................................................................................................................... 27

31. NOTICES ....................................................................................................................................... 28
Execution Copy 

1

CODESHARE AGREEMENT

This 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 with 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 citypair, a “Codeshared Route”) identified in writing by the Parties from time to time 

without formally amending this Agreement. T he initial list of Codeshared Routes on 

which the Parties and their Authorized Affiliates and Authorized Wet Lessors may 

codeshare is attached hereto as Annex B. 

2.2 Detailed procedures for implementing 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 operated by the 

Parties; provided, however, that neither Party is obligated to operate specific flights or 

service schedules and each Party retains the right to determine the service schedules of its 

own flights. To ensure a high standard of passenger service, 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 Carrier 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 airline 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 Procedures Manual and Applicable Law; and

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

2.7 The Conditions of Carriage of the Marketing Carrier, including its limits of liability to 

passengers, shall govern the transportation of Codeshared Passengers, and the Conditions 

of Carriage of the Operating Carrier, including its limits of liability to passengers, shall 

apply to those passengers traveling on the Codeshared Flights under the Code of the 

Operating Carrier. The respective Conditions of Carriage of the Parties shall be notified 

to the passengers to the extent and in the manner required by Applicable Law, rules and 
Execution Copy 

3

regulations. Notwithstanding anything in this Section 2.7, the liability of 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 Passengers 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 notifying 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 event the Marketing Carrier shall be 

responsible for making such refund in accordance with its fare rules, conditions 

of carriage and Applicable Law.

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

its sole discretion, operate any or all of the 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 

Marketing Carrier in writing, which approval may be withheld in the Marketing Carrier’s 

sole discretion, (ii) the Operating Carrier and such Authorized Wet Lessor shall comply 

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

applicability of this Section 2.9 shall be subject to the Parties receiving all Governmental 

Approvals with regard to such Wetleased Codeshared Flights and to a successful 

completion of the IATA Operational Safety Audit (IOSA) registration by such 

Authorized Wet Lessor, (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 audits as required by the IOSA rules and regulations (as they are 

in force from time to time), the Marketing Carrier shall have the right, at the sole cost of 
Execution Copy 

4

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

Authorized Wet Lessor’s operations, manuals, and procedures reasonably related to the 

Wetleased Codeshared Flights (the “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 Codeshared Flights and the 

Operating Carrier shall use reasonable efforts to cause the Authorized Wet Lessor to 

agree to such additional safety audits; provided, however, that such Marketing Carrier 

Reviews and additional safety audits shall be performed at reasonable times and within a 

reasonable timeframe and without interrupting the Authorized Wet Lessor’s operations. 

3. 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 Flights, 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-stop 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 Routes 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 earliest reasonable 

opportunity and before the passenger arrives at the airport, in accordance with Applicable 

Law. In addition, each Party shall use commercially reasonable efforts to implement 

procedures to disclose the Operating Carrier and the appropriate departure and arrival 

terminal at the earliest possible opportunity and in particular at the point of sale.

5.2 The Marketing Carrier shall identify the Codeshared Flights, in accordance with 

Applicable Law, in Airline Guides, CRSs, Reservations Systems and other sources of 

airline schedule information using the Marketing Carrier’s Code. Any costs 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 Route, the Marketing Carrier shall file its standard schedule data for the 

Codeshared Flights on such Codeshared Route using the traffic restriction code “O” or 

“Y” (or any successor code), as appropriate, as defined in the IATA Standard Schedules 

Information Manual, Appendix G, in order to suppress the display of the Marketing 

Carrier’s Codeshared 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 shared 

based on prior agreement.
Execution Copy 

7

5.5 Each Party may use its own flight number in referencing the Codeshared Flights except 

that only the Operating Carrier’s flight number shall be used in actual flight operations 

(e.g., air traffic control). 

6. TRAFFIC DOCUMENT ISSUANCE AND FINANCIAL SETTLEMENT

6.1 Passenger traffic documents for use on the Codeshared Flights may be issued by either 

Party, or by third parties with whom the Parties from time to time have interline traffic 

agreements.

6.2 All Marketing Carrier Flight Coupons honored on Codeshared Flights shall be uplifted by 

the Operating Carrier, which is responsible for processing and billing of 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 Operating 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 Carrier, 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 issued 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 Operating 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 accordance 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 commission percentages set forth in Annex E. T he Operating Carrier shall 

credit the account of the Marketing Carrier for the aggregate Codeshare Commission 

through the IATA Clearing House. The Operating Carrier shall provide supporting data 

to the Marketing 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, 2011, then supporting data should be 

provided to the Marketing Carrier by November 30, 2011). 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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Carrier must receive 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 

receive 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 Operating 

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 be 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 Termination 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 

file 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 numbers with ATPCO.

7. FACILITIES

The Parties acknowledge the importance of maintaining functional and accurate signs identifying 

the Operating Carrier and the Marketing Carrier, as ap propriate, to facilitate passenger 

convenience and to avoid passenger confusion at airports served by the Codeshared Flights. The 

Parties shall cooperate on the placement of such signs, subject to the approval of the relevant 

airport authority or other lessors.

8. TRAINING

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

Procedures Manual. 

8.2 The Parties shall share any training materials (except trade secrets and legal advice) 

developed to support the Codeshared Flights. All intellectual property or similar rights to 

any materials exchanged shall remain with the Party who originally developed such 

materials. 

9. SECURITY

9.1 The Parties shall cooperate in matters of security procedures, requirements, and 

obligations at all airports served by the Codeshared Flights. 

9.2 The Operating Carrier reserves the right to apply the provisions of its own security 

programs to the carriage of all passengers, baggage and cargo on board the Codeshared 

Flights, provided that such security programs shall, at a minimum, comply with the 

standards set forth by the relevant Competent Authorities and be reasonably acceptable to 

the Marketing Carrier, with the understanding that safety and security are of the utmost 

importance to both carriers. Such provisions may include any then applicable procedures 

used for the physical 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 shall 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 Agreement. NOTWITHSTANDING THE FOREGOING, THE 

MARKETING CARRIER DOES NOT UNDERTAKE ANY R ESPONSIBILITY OR 
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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, etc.) travel on the Marketing Flights, and the Operating Carrier shall not honor any Marketing 

Carrier Flight Coupons for such industry non-revenue or discounted travel, except at the Operating 

Carrier’s expense.

12. OTHER MARKETING PROGRAMS

12.1 The Frequent Flyer Participating Carrier 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 Codeshared 

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 other 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 capita 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 that the other Party may impose to protect the 

use of any of that Party’s names, logos, logotype, insignia, service marks, trademarks, 

trade names, copyrights, corporate goodwill or other proprietary intellectual property. 

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

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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13.3 Each of Air Pacific and American acknowledges for all purposes that any and all logos, 

trademarks, service marks, and trade names of the other, whether registered or not, are 

and shall at all times remain the exclusive property of the other Party, and may not be 

used without the prior written consent of such Party, except as set forth herein. Each of 

Air 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 and conditions set forth in this Section 13. This 

license is limited to the use of the Licensed Trademarks in connection with the 

advertising and promotion of the Codeshared Flights contemplated by this Agreement 

and the Frequent Flyer Participating Carrier Agreement. 

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 the 

relevant Licensed Trademark. 

13.6 Each Party has sole discretion to determine the acceptability of both the quality and 

presentation of advertising and promotional materials using its Licensed Trademark.

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

terms, except to the extent that enforceability may be limited or modified by the 

effect of bankruptcy, insolvency or other similar laws affecting creditors’ rights 

generally, and the application of general principles of equity and public policy. 

(b) The execution, delivery or performance by it of this Agreement, shall not: (i) 

contravene, conflict with or cause a default under (A) any Applicable Law, rule 

or regulation binding on 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 contemplated 

in this Agreement.

(d) Each of the foregoing representations and warranties shall survive the execution 

and delivery of this Agreement. 

15. GOVERNMENTAL APPROVALS

15.1 The Codeshared Flights shall not commence until all required 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 hereafter 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 originally 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 the 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 Agreement 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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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 This 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 Mutual 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 Effective Date by either Party 

upon providing at least [REDACTED] prior written notice to the 

other Party, such notice to be served no earlier than the end of the thirtieth (30th) 

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 notice 

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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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 notice, 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 writ, 

execution, process or abstract of judgment that may have a material adverse 

effect on it and that is not dismissed, satisfied or stayed within 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) days’ 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 entity assumes all of 

the obligations and responsibilities of the Party under this Agreement; (ii) that 

such other Party has sold or otherwise transferred all or substantially all of its 

assets to any other Person or entity; (iii) that such other Party has had 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 immediately by giving written notice to the other Party 

in the event that it has reason to suspect or believe or in the event that:

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

or accident or received a serious threat that relates to any of that Party’s 

flights or to a Codeshared Flight or Codeshared Route; or 
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(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 

removed 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 receiving 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 

recommence within thirty (30) days after the date of notice under the same terms and 

conditions, or under amended terms and conditions in accordance with Section 30.1. A 

Party that suspends this Agreement pursuant to this Section may at any time during the 

suspension terminate this Agreement by giving notice in writing to the other Party. If this 

Agreement is suspended or terminated pursuant to this Section 16.2(g), Sections 16.3

through 16.4 shall apply.

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

Carrier shall, in its sole discretion, unless termination is pursuant to Section 16.2(f) or 

Annex C or Annex D, take all reasonable actions to confirm and preserve reservations on 

the Operating Carrier for passengers scheduled to be traveling on Marketing Carrier 

Tickets and, as applicable, endorse or otherwise modify or reissue such tickets to permit 

use on the Operating Carrier. The Operating Carrier shall 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 Operating Carrier, in its sole discretion, may decline any 

or all passengers scheduled to be traveling on Marketing Carrier Tickets. The Marketing 

Carrier shall be solely responsible for transferring the reservations of such passengers to 

other carriers or making other alternative arrangements.

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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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 board the aircraft operated by the Operating Carrier but occurring in 

connection with such operations; 

(c) negligent acts or omissions of the Operating Carrier related to its obligations 

under this Agreement, other than Damages to the extent addressed in 

Section 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 their 

respective directors, officers, employees, and agents (each individually an, or collectively 

the, “Operating Carrier Indemnified Party”) from and against any and all Damages 

arising out of, caused by, or occurring in connection with (or alleged to arise out of, be 

caused by, or occurring in connection with) any of the following: 
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(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 parties not carried 

on board the aircraft operated by the Operating Carrier but occurring in 

connection with such operations, but only to the extent caused by the willful 

misconduct of the Marketing Carrier;

(c) negligent acts or omissions of the Marketing Carrier that are related to its 

obligations under this Agreement, other than Damages to the extent addressed in 

Section 17.1(a) or (b) or 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 Carrier had properly 

complied with all IATA ticketing procedures; 

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

Section 14 of this Agreement; or

(f) infringement of a third-party’s intellectual property or similar rights by the 

Marketing Carrier’s logos, trademarks, service marks or trade names.

17.3 A Party (the “Indemnified Party”) that believes it is entitled to indemnification from the 

other Party (the “Indemnifying Party”) pursuant to the terms of this Agreement with 

respect to a claim for Damages (i.e., a third-party claim) shall provide the Indemnifying 

Party with written notice (an “Indemnification Notice”) of such claim (provided, 

however, that the failure to give such notice shall not relieve the Indemnifying Party of its 

obligations hereunder except to the extent that such failure is materially prejudicial to the 

Indemnifying Party), and the Indemnifying Party shall be obligated and entitled, at 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, however, if the Indemnified Party fails to give such consent to a 

settlement that has been agreed upon by the Indemnifying Party and the claimant in 

question within twenty (20) days of being requested to do so, the Indemnified Party shall 

assume the defense of such claim or demand and regardless of the outcome of such 

matter, the Indemnifying Party’s liability hereunder shall be limited to the amount of any 

such proposed settlement. If the Indemnifying Party fails to take any action against the 
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third-party claim that is the subject of an Indemnification Notice within thirty (30) days 

of receiving such Indemnification Notice, or otherwise contests its obligation to 

indemnify the Indemnified Party in 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 consent of the Indemnifying Party. 

17.4 Each Indemnified Party shall have the right, but not the duty, to participate in the defense 

of any claim with attorneys of its own choosing and at its own cost, without relieving the 

Indemnifying Party of any obligations hereunder. In addition, even if the Indemnifying 

Party assumes the defense of a claim, the Indemnified Party shall have the right to 

assume control of the defense of any claim from the Indemnifying Party at any time, and 

to elect to settle or defend against such claim; provided, however, the Indemnifying Party 

shall have no indemnification obligations with respect to such claim except for the costs 

and expenses of the Indemnified Party (other than attorneys’ fees incurred in participating 

in the defense of such claim) incurred prior to the assumption of the defense of the claim 

by the Indemnified Party. 

17.5 Each Party further agrees to indemnify, defend and hold harmless the other Party from 

and against any and all Taxes (as defined in Annex A), or assessments, as the case may 

be, levied upon or advanced by the Indemnified Party, but that ultimately the 

Indemnifying Party would be responsible for paying, which resulted from any transaction 

or activity 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 benefit of the Marketing Carrier 

during the term of this Agreement with insurance carriers of known financial 

responsibility, insurance of the type and in the amounts listed below: 

(a) Third Party Legal Liability in respect of all operations, including but not limited 

to aircraft (owned and non-owned) liability (including risks hijacking and allied 

perils), passenger 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 

Carrier 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 everability 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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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 damage, 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 

offense 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, including war risk, and such policy shall include a waiver 

of subrogation in favor of the Marketing Carrier to the extent of the indemnity 

specified in Section 17.1. 

(d) Worker’s compensation and employer’s liability insurance, or such other similar 

or 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 seven (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 any net or gross income or 

franchise taxes (or taxes of a similar nature) on the revenues or income or any measure 

thereof which is attributable to it in connection with the sale of air transportation pursuant 

to this Agreement.

19.2 The Party that acts as the Ticketing Carrier in 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 Parties hereby agree as follows:

(a) The Ticketing Carrier shall collect, report and remit to the taxation authorities 

any non-interlineable Ticket Taxes levied in connection with sales of the 

Codeshared Flights. 
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(b) The Ticketing Carrier shall collect any interlineable 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 Clearing 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 collect such Ticket Taxes from the passenger.

19.4 Both Parties acknowledge that the tax laws of the countries in which they may operate in 

connection with the Codeshared Flights may require withholding of Taxes on certain of 

the payments that either of the Parties or their agents (the “Payor”) may be required to 

pay to the other Party (the “Payee”) under this Agreement. It is agreed that payments to 

the Payee shall be exclusive of such withholding, 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 the 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 duly 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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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 assessment or imposition of any Tax (collectively, an “Assessment”) relating 

to this Agreement, that the other Party may be responsible for paying, directly or 

indirectly, the Party so notified shall inform the other Party in writing within ten (10) 

days of receipt 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 accordance 

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. JOINT 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 mutually agreed time and location and will meet at such additional times as it 

determines appropriate for the performance of its responsibilities or as reasonably 

requested by either Party. Each meeting 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 the 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 Codeshared Flights, 

marketing approach and techniques, shared use of facilities, frequent flyer arrangements, 

and all other aspects of the implementation, operation, and compliance with this 

Agreement, the Frequent Flyer Participating Carrier Agreement, and the Lounge Access 

Agreement, and any other marketing agreements between the Parties (e.g., cargo, 

alliance), if any. The Committee will consider ways to improve the performance and 

efficiency of the cooperative services to reduce costs and to increase the benefits afforded 

to American and Air 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 their respective 

Affiliates. The Committee will resolve any differences between the Parties on a fair and 

amicable basis. In performing its responsibilities, the Committee will be mindful of, and 

will comply with, all laws and regulations applicable to American and Air Pacific, 

including, without limitation, laws and regulations governing competition between 

American and Air Pacific. 
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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 God, war, act of terrorism, natural disaster, strike, lockout, 

labor dispute, work stoppage, fire, serious accident, epidemic or quarantine restriction, act of 

government or any other cause, whether similar or dissimilar, beyond the control of that Party; 

and (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 least 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 York (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 resolution 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 Disputes not resolved as provided in Section 22.2 above may then be referred to 

binding arbitration 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 

limited 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 defense 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 panel 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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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 conducted 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 irrevocably waives and agrees not to assert, by way of 

motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any 

such court and any objection that it may have as to venue or inconvenient forum in 

respect of claims or actions brought in such court. 

22.6 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 

attorney. 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 right that any Party may have to bring 

proceedings against the other Party in the courts of any jurisdiction or to enforce in any 

lawful manner a judgment obtained in one jurisdiction in any other jurisdiction. 

22.7 Air Pacific and American each acknowledge that the transactions contemplated in this 

Agreement involve commercial activity carried on in the United States of America. To 

the extent that either Party or any of its 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 property does hereby irrevocably and 

unconditionally waive all rights to, and agrees not to plead or claim any such immunity 

with respect to its obligations, 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 its own cost and 

expense, fully comply with, and have all licenses under, all applicable federal, state, 

provincial and local laws, rules and regulations of the United States, 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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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) inbound 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 provision of this Agreement is contrary to any Applicable 

Laws or governmental regulations, that Party shall immediately notify the other Party in 

writing, such notice to include a description of the perceived violation of regulation and 

supporting written materials that facilitate the other Party’s investigation of such 

perceived violation. 

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 

(including its Affiliates) received directly or indirectly as a result of this Agreement. If a 

Party (the “Disclosing Party”) is requested to disclose any Confidential Information of 

the other Party (the “Affected Party”) under the terms of a subpoena or order issued by a 

court or governmental body, it shall (a) notify the Affected Party immediately of the 

existence, terms, and circumstances surrounding such request, (b) consult with the 

Affected Party on the advisability of taking legally available steps to resist or narrow 

such request, and (c) if any disclosure of Confidential Information is required to prevent 

the Disclosing Party from being held in contempt or subject to other legal penalty, furnish 

only such portion of the Confidential Information as it is legally compelled to disclose 

and use commercially reasonable efforts to obtain an order or other reliable assurance 

that confidential treatment shall be accorded to the disclosed Confidential Information. 

Each Party agrees to transmit Confidential Information only to such of its Representatives 

as required for the purpose of implementing and administering this Agreement, and shall 

inform such Representatives of the confidential nature of the Confidential Information 

and instruct such Representatives to treat such Confidential Information in a manner 

consistent with this Section 25.1. 

25.2 Within ninety (90) days after the termination of this Agreement, each Party shall, either 

deliver to the other Party or destroy all copies of the other Party’s Confidential 

Information in its possession or the possession of any of its Representatives (including, 

without limitation, any reports, memoranda or other materials prepared by such Party or 

at its direction) and 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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reasonably necessary in connection 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 harmed 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 proof 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 obligations of the Parties under this Section 25 shall survive the 

Termination Date or expiration of this Agreement for a period of five (5) years. 

26. ASSIGNMENT

Neither Party may assign or otherwise convey any of its rights under this Agreement, or delegate or 

subcontract any of its duties hereunder, without the prior written consent of the other Party; provided 

however, that each of American and Air Pacific may assign, subcontract or delegate any of its rights, 

duties or obligations under this Agreement to any of its Affiliates provided that such assignment and/or 

delegation shall not relieve American or Air 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 legality, validity or enforceability of the remaining provisions of this Agreement nor the 

legality, validity or the enforceability of such provision under the law of any other jurisdiction; unless, in 

the 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 thirty (30) days’ prior written notice to the other Party. 

28. EXCLUSIVITY

28.1 This Agreement is non-exclusive and does not preclude either Party from entering into or 

maintaining marketing relationships, including codesharing, with other 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 American and its 

Affiliates, without American’s prior written consent; or

(ii) permit any air carrier domiciled in the United States, other than 

American and its Affiliates, to place its Code on any flight operated by 
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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 Affiliates, 

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 oneworldTM 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 purposes of this Agreement.
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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 Agreement 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 Wet Lessor were a party hereto. The Parent Carrier shall be 

jointly and severally obligated and liable with such Affiliate or Authorized Wet Lessor 

for all such obligations, including, without limitation, the indemnity and insurance 

requirements of this Agreement. In addition, the Parent 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 cooperation 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 agreement 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 authorized 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 to bind the other, or to assume, or create, any 

obligation or responsibility, express or implied, on behalf of the other, except as 

expressly required by this Agreement or as otherwise permitted in writing. Nothing in 

this Agreement shall be construed to create between the Parties and/or the Parties’ 

Representatives any partnership, joint venture, employment relationship, franchise or 

agency (except that the Operating Carrier shall have supervisory control over all 

passengers during any Codeshared Flight, including any employees, agents or contractors 

of the Marketing Carrier who are on board any such Codeshared Flight). 

30.3 In the event that there occurs a substantial change in market conditions in general or in 

the condition of either Party, which change is not substantially the result of an act 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 amendment to this Agreement to limit or expand 

any of the terms, to extend the relationship to additional activities or city-pair destinations 

or otherwise to modify in any way the transactions or relationships contemplated in this 

Agreement. However, neither American nor Air 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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30.5 This Agreement may be executed and delivered by the Parties in separate counterparts, 

each of which when so executed and delivered shall be an original, but all of which taken 

together shall constitute one and the same instrument.

30.6 No failure to exercise and no delay in exercising, on the part of any Party, any right, 

remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any 

single or partial exercise of any right, remedy, power or privilege hereunder preclude any 

other or further exercise thereof of the exercise of any other right, remedy, power or 

privilege. The rights, remedies, powers and privileges herein provided are cumulative 

and not exclusive of any rights, remedies, powers and privileges provided by law. The 

failure of any Party to insist upon a strict performance of any of the terms or provisions 

of this Agreement, or to exercise any option, right or remedy herein contained, shall not 

be construed as a waiver or as a relinquishment for the future of such term, provision, 

option, right or remedy, but the same shall continue and 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 Parties, the English version will govern for all purposes of the 

interpretation and performance of this Agreement.

30.9 Neither Party shall be liable for any exemplary, punitive, special or consequential 

Damages, including lost revenues, lost profits or lost prospective economic advantage, 

arising from any performance or failure to perform under this Agreement, even if such 

Party knew or should have known of the possibility thereof, and each Party hereby 

releases and waives any claims against the other Party regarding such Damages. FOR 

THE AVOIDANCE OF DOUBT, THE PARTIES AGREE THE FOREGOING SHALL 

NOT LIMIT A 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 upon a Party to this 

Agreement shall be in writing, shall be addressed as provided below and shall be considered as properly 

given and received: (i) when 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 facsimile, 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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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 to:

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 – General Manager Revenue 

Management

Facsimile: (679) 672-1990 

Telephone: (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, summarized, 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 identifies 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 other governmentissued 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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appropriate 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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ANNEX A

DEFINITIONS

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

“Affiliate” means, with respect to any Person or entity, any other Person or entity 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 with”) means the power, 

directly or indirectly, to direct or cause the direction of the management and policies of such Person or 

entity, whether through the ownership of voting securities, by contract or otherwise. It is agreed and 

understood between the Parties 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 versions 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. 

“Applicable 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 Airline Tariff Publishing Company. 

“Authorized Affiliate” means with respect to American, American Eagle Airlines, Inc., Executive 

Airlines, Inc. and any air carrier operating flights with American’s Code under the AmericanConnection®

brand name, currently Chautauqua Airlines, Inc., and with respect to Air 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 Saturday, 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 designator 

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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“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 procedures. 

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

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

in Section 2.1 and Annex B. 

“Codeshared 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, local, 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 Code 

Box of the flight coupon.

“Confidential Information” means (a) all confidential or proprietary information of a Party, including, 

without limitation, trade secrets, information concerning past, present and future research, development, 

business activities and affairs, finances, properties, methods of operation, processes and systems, 

customer lists, customer information (such as passenger name record or “PNR” data) and computer 

procedures and access codes; (b) the terms and conditions of this Agreement and any reports, invoices or 

other communications between the Parties given in connection with the negotiation or performance of this 

Agreement; and (c) excludes (i) information already in a Party’s possession prior to its disclosure by the 

other Party; (ii) information obtained from a third Person or entity that is not prohibited from transmitting 

such information to the receiving Party as a result of a contractual, legal or fiduciary obligation to the 

Party whose information is being disclosed; (iii) information that is or becomes generally available to the 

public, other than as a result of disclosure by a Party in violation of this Agreement; or (iv) 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 Party, 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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costs and expenses of investigating, preparing or defending any claim, suit, action or proceeding 

(including post judgment and appellate proceedings or proceedings that are incidental to the successful 

establishment of a 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 32.1. 

"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 Section 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 agreement, 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 approvals of Competent Authorities that are reasonably required (in the opinion of either Party) 

for the operation of the Codeshared Flights. 

“IATA” means the International Air Transport Association. 

“IATA Clearing House” means the clearing house established by IATA 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 the first codeshare service 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 

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

“Lounge Access Agreement” means the agreement, if any, between the Parties relating to the access to a 

Party’s airport lounges by the other Party’s Codeshared Passengers traveling 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 Flight but which is not the Operating Carrier. 

“Marketing Carrier Flight Coupon” means a flight coupon (electronic or paper) of a ticket issued by 

the Marketing Carrier, Operating Carrier or a third party for travel on a Codeshared Flight showing the 

Marketing Carrier’s Code (i) in the carrier code box in the case of a 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 Carrier or a 

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

“Marketing Flight(s)” means a Codeshared Flight when displayed, sold, or referred to as a flight of the 

Marketing Carrier rather than a flight of the Operating Carrier, such as when using the Marketing 

Carrier’s name, designator Code and/or flight number. 

“Mutual Emergency Assistance Agreement” means the agreement between the Parties relating to 

provision of assistance by one Party to the other Party in the event of aircraft emergency.

“oneworldTM 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 Carrier 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 leases 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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“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.

“Representatives” 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 contains information about flight schedules, fares, cargo rates, 

passenger and cargo tariff rules and seat availability of that airline and other carriers, and provides the 

ability to make reservations and issue tickets or air waybills.

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

"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 the proration of interline revenue. 

“Taxes” means all taxes, assessments, fees, levies, imposts, duties, stamp taxes, documentary taxes or 

other charges of a similar nature, including, without limitation, income taxes, value-added taxes, sales 

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 Time 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 

standard. 

“$” or “US$” 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 Flights” has the meaning assigned to such term in Section 2.9. 
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“Wet Lessor Marketing Carrier Reviews” has the meaning assigned to such term in Section 2.9.
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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 Codeshare 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 (YYZ)

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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ANNEX C

MINIMUM STANDARDS OF GROUND AND IN-FLIGHT SERVICES

The Parties agree that international ground and in-flight services should be competitive with other 

international carriers operating on the applicable Codeshare Routes, and that the services should remain 

competitive as 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 carriers. Furthermore, the Parties agree that their ground and in-flight services 

should meet customer expectations, on an ongoing basis. In order to meet these objectives, Air 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 priorities and satisfaction. 

Benchmarking research will be conducted to prioritize individual product features based on their 

importance to overall customer satisfaction and to obtain customer satisfaction 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 individual product categories or 

the overall airline experience, the airline with the lower ratings will take measures to improve ratings to a 

level statistically equal to that of the higher carrier. For international Codeshared Flights, such consumer 

research will use American-operated international services 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 carrier(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 thousand (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 

persons), 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 affected Codeshared 

Flight(s) pursuant to Section 16.2(g). 
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AUTOMATION

The Parties shall develop, design and implement a co mputer automation system for the operational 

interface of each Party’s current computer system 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 

implement 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 at 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 Operating 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 each 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 placement 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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ANNEX D

MINIMUM STANDARDS FOR OPERATING AND DEPENDABILITY

The 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 percent (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 provide 

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 respect to any citypair 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 Code 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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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, 

unpublished fares, corporate discounts, and net fares. The Codeshare Commission will apply to all 

coupons originally ticketed on or reissued (voluntary or involuntary) to a Marketing Flight 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 Flight Coupons by the applicable Codeshare Commission percentage, which for 

purposes of this Agreement, is detailed in the table below. 

Codeshare Commission 

First Class Fare [REDACTED]

Business Class Fare [REDACTED]

Economy Class Normal Fare (as defined in Annex A) [REDACTED]

Other Economy Class Fare (i.e., not a Normal Fare) [REDACTED]

The Ticketing Carrier will receive the Interline Service Charge, which will be in addition to the 

Codeshare Commission payable to the Marketing Carrier.

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

written consent of the Parties hereto.
Execution Copy 

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 arrangement 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 have 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@johnlrichardson.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