### Application

## of

JetBlue 

## AirwaysCorporation BEF'ORE 

## THE DEPARTMENT OF

## TRANSPORTATION



## \ilASHINGTON, D.C.

) ) ) 

# ) Docket OST- ) 

### For a 

### Statement 

### of

# Authorization ) Pursuant 

## to 14

## C.F.R.Part2l2 

# Code-sharing ) 

# _)
APPLICATION OF

## JETBLUE 

## AIRWAYS CORPORATION FOR 

## A STATEMENT OF

## AUTHORIZATION

Communications 

### with respect 

### to

### this document should be

### directed to:

James 

### G.

# Hnat Jonathan 

### B. 

## Hill Executive 

### Vice President, Corporate

# Affairs, Sarah J.

### McGinley Robert C.

# Land Dow Lohnes 

### PLLC Assistant General Counsel

# & 1200 

### New Hampshire 

### Ave., 

## NW Senior

### Vice President

### for

# Government Suite 800 

# Affairs Washington, 

### D.C. 20036 JetBlue 

### Airways

# Corporation (202) 776-2000 27-01Queens 

# PlazaNorth jhill@dowlohnes.com Long Island 

### City, 

## NY 

# 11101 smcginley@dowlohnes.com (718) 709-3089

Counsel 

### for JetBlue 

### Airways Corporation



### March 

### 19,2012

### Application 

## of

JetBIue 

## AirwaysCorporation BEFORE 

## THE DEPARTMENT OF

## TRANSPORTATION

WASHINGTON, D.C.

) ) ) 

# ) Docket OST- ) For a Statement 

### of

# Authorization ) Pursuant 

## to 14

## C.F.R.Part2l2 

# Code-sharing ) )



## APPLICATION OF

## JETBLUE AIRWAYS CORPORATION FOR

## A STATEMENT 

## OF'AUTHORIZATION

JetBlue 

### Airways Corporation ("JetBlue") recently entered 

### into an agreement 

### with Japan


### Airlines Co., 

### Ltd. 

## ("JAL") which contemplates 

### that JetBlue

## will place 

### JAL's JL* designator code

on

### JetBlue'sflights between points 

### in the 

### United States 

### for the purpose 

### of transporting

passengers 

### to and 

### from points served 

### by JetBlue as 

### provided inthe Codeshare 

### Agreement

between Japan 

### Airlines Co., 

### Ltd. and 

### JetBlue

### Airways Corporation (Codeshare Agreement).1



### JetBlue therefore 

### respectfully requests 

### that the 

### Department 

### of Transportation 

### ("Department" or 

## "DOT") issue a

### blanket Statement 

### ofAuthorization under 

## Part2l2 ofthe Department's
regulations 

### to permit JetBlue 

### to display 

### JAL's 

## JL* designator code 

### onJetBlue's 

### flights (a)



### betweenany points in the 

### United States 

### and 

### (b) betweenany 

### point or 

### points 

### in the 

### United States



### and any 

### point or points 

### in

### third countries that have 

### Open Skies 

### Agreements 

### with the 

### United

States. 

## A list of the 

### initial code-sharing routes is attached 

### hereto as 

### Exhibit 2 

### (Annex 1

### ofthe 

# t A copy 

### of the redacted Codeshare 

### Agreement is attached hereto as 

## Exhibit 1.A Joint 

### Motion for Confidential Treatment under 

### Rule 12 

### is being

### filed simultaneously 

### with this 

### Application requesting 

### confidential treatment 

### of one 

### section 

### oftheAgreement that 

### involves a 

### third 

## airline. Annexes 3and 4

### tothe Codeshare 

### Agreement, 

### entitled "Reservations Procedures" and "Passenger 

### Handling Procedures," are

### technical 

### in nature.

### Codeshare 

### Agreement), and 

### alist of the

### additional code-sharing routes 

### that may be 

### implemented

is attached hereto as

### Exhibit 3 

### (Annex 2

### ofthe Codeshare 

### Agreement).2JetBlue and 

### JAL plan to


### initiate the proposed codeshare 

### services on the 

### routes listed 

### in Exhibit 2

## on orabout npúl ZZ,


### 20t2.3

JetBlue 

### respectfully asks 

### that the Department award the requested 

### authority promptly to


### facilitate marketing and advance sales 

### of these 

### new codeshare 

### services. In that 

### regard,JetBlue
requests a

### waiver of the Department's 45-day advance 

### notice requirement 

## in 14

### C.F.R. $ 

### 212.10(d)(2) 

### in order

### to effectuate 

### this a:rangement.



### In support 

### ofthis application, JetBlue 

### respectfully states as

### follows: 

# 1. JetBlue requests a

### blanket Statement 

### ofAuthorization to enable 

### it to place

### JAL's


## JL* designator code 

### on 

### points served 

### by JetBlue 

### with the

## initial markets 

### for these

### operations


### listed in Exhibit 

## 2. JetBlue requests a

### blanket Statement 

### ofAuthorization at

### this 

### timeto 

### provide


## it with the

## flexibility to

### quickly expandthis relationship 

### toadditional points (including foreign
destinations), 

### including those 

### listed in 

### Exhibit 3, 

### in thefuture. 

# 2. JetBlue plans

### to commence these codeshare services 

### on or

### about

## April22,2012
with service on 

### the routes 

### listed in 

### Exhibit

## 2. Forthis reason, 

### JetBlue 

### respectfully requests 

### that

the Statement 

### ofAuthorization requested 

### herein be

### granted

### expeditiously and 

### remain 

### in effect 

### for

an 

### indefinite 

### period. JetBlue hereby provides notice 

### of intentto engage 

### in codeshare services


### withJAL between 

### open skies 

### points. JetBlue also agrees 

### to 

### notify the Department no later than

30 days 

### before commencing any codeshare services 

### withJALto non-open skies 

### points and 

### to



# 2 JetBlue and

### JAL request 

### that the Department treat

### this application as

### the 30-day notice 

## of the codeshare 

### service set

### forth in 

### Exhibit 

## 2 and 

### Exhibit 3

### that is required under 

### the standard 

### terms and 

### conditions 

### of an 

### approved Statement 

### ofAuthorization. 

# 3 JetBlue

## will be

### polling this 

### Application and 

### theJoint 

### Motion for Confidential Treatment.

### inform the 

### Department 

### of the codeshare 

### market(s) to be served and 

### the date 

### on

### which the

services 

## will begin. 

# 3. Approval of this 

### Application is consistent 

### with applicable 

### bilateral and



### multilateral air transport agreements and

### the

### public interest. The proposed codeshare services

are

### consistent

### with the 

### terms 

### of the Open Skies 

### Memorandum 

### of Understanding on

## Air
Transportation between Japan and

### the 

### United States, as

### amended.a These services

## will represent

a

### valuable service enhancement 

### for passengers

### traveling between 

### the 

### United States 

### and Japan. 

# 4. Moreover, approval 

### of this application is consistent 

### with long-standing precedent

and 

### Department 

## policy. The Department has 

### consistently granted applications 

### for Statements 

## of

Authorization 

### involving implementation ofvarious codeshare/block space 

### arrangements 

### where

those arrangements 

### were 

### pro-competitive and 

### in the 

### public interest. There is no question that

this

### Application satisfies 

### that standard, as

## it

## will enable 

### JAL and 

### JetBlue

### to offer the

## flying
public anenhanced 

### network and 

### more 

### services. In addition, the Department has 

### confirmed in its

international aviation 

### policy statement 

### that codeshare/block space 

### arrangements are

### in the 

### public

interest as

### they provide the benefits 

### of increased 

### service and

### competition:


## Code sharing 

## and other cooperative 

## market agreements

## can provide 

# a cost 

### efficient 

## way

## for carriers

## to enter 

### new markets, expand 

### the systemand obtain additional 

## flow trafficto support 

### their operations 

### by using existing 

### facilities and scheduled operations.

59 Fed. 

### Reg.

### 55,523,55,525 (Nov. 7,1994).



# o See 

### U.S. Japan 

### Memorandum 

### of Understanding 

### of October 

### 25,2010.

# 5. JetBlues and

### JAL6 already 

### hold the broad 

### underlying authorityto

conduct operations on 

### the codeshare 

### routes, and 

### thus

### only a Statement 

### of Authorization is
required 

### to institute these services. 

# 6. JetBlue and

### JAL

## will conduct 

### their code-sharing 

### activities in compliance 

## with

Part257 of the Department's economic regulations and 

### anyother applicable rules and 

### regulations. JetBlue and

### JAL accept 

### the 

### Department's standard 

### conditions on 

### code-sharing

services. 

# 7. JetBlue states 

### that 

### this application

## will have 

### no effect on 

### its

## Civil Reserve

## Air

Fleet 

### commitments. 

## All flights 

## will be operated 

## with Stage

### 3-compliant aircraft, and 

### approval 

## of

this application

## will not result 

### inthe near-term consumption 

### of ten 

### (10) 

### million or more gallons



### of tuel.


### WHEREFORE, JetBlue 

### respectfully requests 

### thatthe Department issue a Statement 

## of

Authorization authorizing JetBlue

### to place

### JAL's JL* designator code 

### onJetBlue's 

### flights (a)



### between any 

### points 

### inthe 

### United Statesand 

### (b) between any 

### point or 

### points 

### inthe 

### United States



### and any 

### point or points 

### in

### third countries that have 

### Open Skies 

### Agreements 

### with the 

### United
States;

### thatthe Department 

### waive its advance 

### notice 

### provisions; and 

### that the Department grant

such 

### other or

### further 

### relief as

## it deems 

### appropriate and 

### consistent

### with the 

### public interest.



# 5 JetBlue holds 

### certificate authority issued 

### by the 

### Department 

### authorizing 

### itto engage 

### in scheduled 

### interstate 

### airtransportation 

### of persons, 

### property and 

### mail between any 

### points 

### inthe 

### United States, see

### Order 2000-2-7, as

### well as

### certificate authority 

### forforeign air transportation to open skies 

### countries, see

### Order 

### 2007-7-3. 

# o JAL holds a

### foreign air carrier 

### permit issued 

### pursuant

### to Order 98-4-17

### which authorizes 

### JAL to 

### provide scheduled 

### foreign airtransportation 

### of persons, 

### property and 

### mail serving points 

### behind Japan, 

### between Japan and

### the 

### United States 

### via intermediate 

### points, and 

### beyond the 

### United States. SeeJapan 

### Airlines Co., 

### Ltd., Order 98-4-17, Docket 

### DOT-OST-1998-3484 (Apr. 

## 2t,1998).

### Respectfully submitted,

an 

### B. 

## Hill, Esq. J.

### McGinley, Esq. 

### Dow Lohnes 

### PLLC 1200 

### New Hampshire Avenue, 

### N.W. Suite 800 

### Washington, 

### D.C. 20036 

### (202) 776-2000 

### jhill@dowlohnes.com smcginley@dowlohnes. com

Counsel 

### for JetBlue 

### Airways Corporation



### March 

### 19,2012

## CERTIFICATE OF SERVICE

I hereby

### certify thatacopy of the

### foregoingApplication ofJetBlue

### Airways Corporation for a Statement 

### of Authorization was served

### this 19th 

### day

### of 

## March,2}l2 via email transmission
on 

### the

### following:

carl.nelson@aa.com sascha.vanderbellen@delta. 

### com dan.weiss@coair.com 

### rbkeiner@crowell.com howard_kass@usairways. 

### com nssparks@fedex.com anbird@fedex.com matwood@cozen.com j

### richardson@j ohnlrichardson. 

### com ldwasko@erols.com lachter@starpower.net kevin.montgomery@polaraircargo. com anita.mosner@hklaw. com rpommer@atlasair.com mlbenge@zsrlaw.com 

### mcmillin@woa.com rsilverberg@sgbdc. com urskr@state.gov esta.rosenberg@dot. 

### gov robert.

### finamore@dot. 

### gov john.allen@faa.gov info@airlineinfo.com

## Exhibit 1



### Codeshare 

### Agreement

### CODESHARE 

### AGREEMENT

between



### JAPAI\ ATRLTNES 

### CO., 

### LTD.

and



### JETBLUEAIRWAYS CORPORATION

## l.
2. 3. 4.
5. 6. 7. 8. 9. 10. 

# ll.
12.
13. 14.
15. 

### t6. 17.
18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 

### TABLE OF CONTENTS 

# D8FINITIONS..................

............................ I CODESHARE

# SERVTCE

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

### FLIGHT

# IRREGULARITIES........ ...............3 

### INVENTORY CONTROL 

### AND

# PROCEDURES.................. ..............4 

### MARKETING AND PRODUCT

# DISPLAY ...................4 TRAFFIC 

### DOCUMENT ISSUANCE 

### AND 

### FINANCIAL SETTLEMENT..................................5 

# FACILITIES ........6 

# TRAINING ...........7 

# SECURITY. ..........7 SAFETY 

### AND

# MAINTENANCE ...............7 FREE 

### AND REDUCED RATE

# TRANSPORTATION .........................8 

### TRADEMARKS AND CORPORATE

# IDENTIFICATION..... ............8 REPRESENTATIONS 

### AND

# WARRANTIES......... ........9 

### GOVERNMENTAL

# APPROVALS.................. ................9 

# TERM .................10 

# INDEMNIFICATION..... ........I3 

# rNSURANC8..................

........ 1s 

# TAXES....... ........16 REVIEVú PROCEDURES 

### AND AMENDMENT OFTHE AGREEMENT................................I8 FORCE 

# MAJEURE ................18 GOVERNING 

### LAW AND DISPUTE 

# RESOLUTION........... ............18 

### COVENANTTO COMPLY WITH 

### ALL

# LAWS ...........20 

# PUBLICITY ........21 

# CONFIDENTIALITY..... ........21 

# 4SSIGNMENT............... ........22 

# SEVERABILITY............. ........22 

# NON-EXCLUSIVITY .....-......22

29. 30. 31.

### CODESHARE 

### AGREEMENT

This CODESHARE AGREEMENT (this 

### "Agreemenf'), dated asof March 

### 15,2012,is 

# between Japan 

### Airlines Co., 

### Ltd., a corporation organized under the laws

### of Japan, having its



### principal office at

## 4-ll Higashi-Shinagawa

### 2 Chome, Shinagawa-ku, 

### Tokyo 140-8637, Japan

### ('TAL"), 

# and JetBlue 

### Airways Corporation, a corporation organized under 

### the laws

### of the State

### of

Delaware, 

### United States 

### of America, having 

### its principaloffice at 27-01 Queens Plaza North, Long Island City, New 

### York I1101, 

### ("JETBLUE").

AGREEMENT

In consideration of the mutual covenants and promises inthis Agreement, JAL andJETBLUE hereby agree asfollows: 

# 1. DEFINITIONS

Terms 

### with their 

### initial letters capitalized shall have the meanings ascribed 

### to them in 

### APPENDIX 

## I of this Agreement

### orwherethey are elsewhere defined herein (including 

### theAnnexes 

### hereto). Such ascribed meaningsshall 

### beequally applicable

### to both the singular and plural forms 

### of such

### terms. JETBLUE and

### JAL may each be referred to as a 

## "Pafi" and may collectively be referred to asthe 

### "Parties".


### 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 

### thatthey are inconsistent 

## or conflict 

### with the terms 

## of this Agreement, or any other agreement entered into by the Parties.

2. 

### CODESHARE SERVICE

The Partiesshall mutually designate certain 

### flights on which the Parties shall place their respective Codes (each, a'oCodeshared 

### Flight"), which may include

### flights operated by theirAuthorized 

### Affiliates, serving the city-pairs (each city-pair, a "Codeshared 

### Route") identified 

### inwriting bythe Parties

### from 

### timeto time without formally amendingthis 

### Agreement. The 

### initial 

## list

## of Codeshared Routes 

### on which 

### the Parties 

### and their Authorized Affrliates may codeshare is attached hereto asAnnex 

## l.

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 

### inwriting betweenthe 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 1.1

1.2

2.1

2.22.3

2.4

2.5

2.6

2.7 inthe event 

### of a

### conflict between aprovision 

### of thisAgreement andany provision of the

Procedures Manual.


### 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 inthe Procedures Manual.


### 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 Parlies; provided, however,that neither Party 

### is obligated

### to operate specific 

### flights or service schedules and each Pafty retainsthe right to determine the service schedules 

### of its ownflights.

The Parties may add Codeshared Flights, ¿N may be 

### mutually agreed,

### without formally amending

### this Agreement. Either Party 

### may,

## in its sole discretion, discontinue Codeshared Flights, or the Parties may mutually agree to discontinue Codeshared Flights, 

### without formally amending 

### this agreement. The Parties' agreement 

## to effect such changes 

### shall be evidenced 

### by boththe Marketing Canier and 

### the Operating Carrier 

### publishing such changes 

### in the

### Airline Guides, CRSs 

### or Reservations 

### Systems. The 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.

The Conditions 

### of Caniage 

### of the 

### Marketing Carrier, 

### including its limits 

### of liability to passengers, shall govern the transportation ofCodeshared 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 

### regulations. Notwithstanding anything 

### in this Section 2.6, the 

### liability of the Parties to each other

### with respect to passenger claims shall be govemed by Sections 16 and 17.

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 atairports and

### city ticket offices 

### in locations served bythe Codeshared Flights inorder 

### to facilitate travel onthe Codeshared 

### Flights, asdetermined, 

### in its sole discretion, by the Party creating and placing such signage. 

# 2.8 Each Party 

### shall retain

## all right,

## title and interest 

## in systems, 

### software, signage, equipment 

### and 

### facilities funded 

### by

# it. Ownership 

### of

### jointly funded items shall be determined by the Parties in advance ofeach specific project. 

# 3, FLIGHTIRREGULARITIES 

# 3.1 The Operating Carrier shall provide 

### flight movement messages 

### for all Marketing Carrier 

### flightsto the Marketing Canier 

### viaTeletype Type-B messages. Such messages

### will be automatically generated when 

### the Operating 

### Carrier enters 

### Flight Information 

### into its own

### flight tracking system for its Operating Flight. 

# 3.2 The Operating Carrier shall have the absolute right to delay the departureof anaircraft,to cancel, 

### divert 

### or interrupt a Codeshare 

### Flight whenever safety, technical 

### or operational reasons 

### so require, 

### to decrease 

### the authorized payload whenever unfavorable weather conditions so require.

Under

### all arrangements undertaken inthis respectfor the convenience 

### ofthe passengers, 

### equaltreatment (including, 

### without limitation,

# in relation

## to boarding priority, accommodation, meals and ground transportation) shall 

### be extended 

### bythe Operating Carrier to Codeshare Passengers traveling inthe same class of service and

### joumey length.

In the event

### of an aircraft's substitution bythe Operating Carrierwhich results inthe need 

### to deny boarding

### to any passenger, the Parties agree 

### to prioritize for acceptance on the affected

### flight those passengers who are connecting 

### to orfrom another 

### flight, regardless 

### of whether 

### or not that 

### flight 

### is operated 

### by one 

### of the Parties

### or by another airline. 

### Notwithstanding

### the foregoing,

### the Parties acknowledge 

### and agree

### that 

### the ultimate decision about 

### which passengers are accepted 

### for travel on the affected

### flight rests 

### with 

## the local personnel 

## who are

# on site and working 

## the flight departure.



### In case 

### of schedule delay

### or Codeshare 

### Flight cancellation announced 24 

### (twentyfour) hours 

### or more before scheduled departure 

### time,the 

### Marketing Carrier shall handle and rebook 

### its Codeshare Passengers and shall be responsible 

### for all costs and expenses 

### for such alternative transportation.


### In case 

### of schedule delay

### or cancellation 

### of a Codeshare 

### Flight within 24 (twenty four) 

### hours 

### prior 

## to scheduled departure

### or after scheduled departure 

### time, 

### the Operating Carrier shall be responsible for 

### all additional expenses 

## if any, incurred in connection 

### with 

### the transportation

## of the passengers 

### and 

### their baggage

## to theirfinal destination, irrespective 

### of the cause of the delay or cancellation. The Operating Carrier shall also be responsible for 

### all costs and expenses arising out 

### ofor related to such irregularities for all p¿ìssengersand 

### their baggage 

### (such as

### without limitation, refreshment 

### atthe airport, accommodation 

### etc.), 

## in accordance

### with the Operating Carrier's 

### own policies and procedures 

### with respect to cancelled and delayed flights.


### The Operating

### Carrier intends 

## to perform 

### the Codeshare 

### Flights using 

### aircraft and equipment under 

### its own technical and operational control. The Operating

### Canier shall have the 

### rightto substitute an alternative aircraft type

### of its 

### ownfleet,

### for any reason, in J.J

3.4

3.5

3.63.7 its sole 

### discretion. In such case,the Operating Carrier shall use its bestefforts

### to select and provide asubstitute aircraft of equivalent size.

Subcontracting 

### by the Operating Carrier 

### to a

### third party except 

### Affiliates is subject to 

### priorwritten agreement 

### of the Marketing Carrier. 

### The Marketing Carrier shall 

### not be 

### obliged

### to place 

### its Code 

### on subcontracted 

### flights. 

### In the event

## of approval 

### by the 

### Marketing Carrier,

### the responsibility and 

### liability 

### of the Operating 

### Carrier under the terms

### of this Agreement 

### (including insurance and 

### indemnity obligations) shall 

### not be affected by such subcontracting and the Operating Carrier shall remain liable as provided in

### Article 14.


### INVENTORY CONTROL AND PROCEDURES 

# 4.1 The 

### availability 

### of Marketing Flights

### will be controlled 

### by standard 

### AVS (availability 

### status)

## of the Operating 

### Carrier and/or Interactive 

### Availability 

### information. The 

### Marketing Carrier

## will have access

### to the Operating 

### Carrier's 

### local inventory class 

### availability through

### an automated computerized 

### interface, 

### which both Parties 

### will maintainthroughout the term 

### of thisAgreement, to expedite the sale 

### of seat inventory on 

### the Codeshared 

### Flights. Detailed procedures 

### for implementing 

### and maintaining seat inventory access are contained inthe Procedures Manual. 

# 4.2 The Parties 

### will map inventory classes 

### of the Marketing 

### Canier

### to inventory classes 

### of the Operating 

### Carrier

### for the Codeshared 

### Flights, subject

### to mutual agreement 

### by the Parties and

### 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 Canier retains ultimate control over the opening, closing and other management of seatinventory availability on Codeshared 

### Flights. Each 

### Party shall use 

### commercially reasonable 

### effofts 

### to provide equal inventory access to Codeshared Passengers

## in inventory classes where such passengers

### yield comparable
revenues asthe Operating Carrier's passengers.


# 4.3 Each Party shall establish fares and rates subject 

### to the provisions 

### of the applicable air transport agreements between Japan andthe United States 

### of

### Americ4 on the one hand, andthe govemments of any countryto which the Parties shall provide service pursuant to this Agreement, on the other hand.


### MARKETING AND PRODUCT 

### DISPLAY 

# 5.1 The Codeshared Flights 

### will be marketed and promoted 

### bythe Marketing Carrier under 

### its Code and 

### by the Operating Carrier under 

### its 

### Code. Each Party shall ensure that its respective advertising and promotions 

### comply 

### with all applicable governmental laws, rules and regulations 

### of any applicable Competent

### Authority. The Marketing Carrier 

### shall comply

## with 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

### well as 4.

5.6. through any advertising, point-of-sale disclosures, and any other appropriate means, that each Codeshared 

### Flight 

### isaflight 

### 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 atthe airporÇ in accordance 

### with Applicable

## Law. In addition, each Party shall use commercially reasonable efforts to implement procedures to disclose the Operating Canier andthe appropriate departure and anival terminal atthe earliest possible opportunity and in particular atthe point

### of sale. 

# 5.2 The Marketing 

### Carrier 

### shall identifu 

### the Codeshared 

### Flights, 

## in accordance 

### with Applicable 

### Law, 

### inAirline 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 bythe 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 appropriate 

### traffic restriction 

### code as defined 

## in the 

## IATA Standard Schedules 

### lnformation Manual, 

## in order to suppress 

### the display 

## of the Marketing Carrier's Codeshared 

### Flights 

### on such local Codeshared Route(s) (i.e.,the Marketing Carrier's Codeshared Flights on such route

### will be limited to passengers connecting online

### to another

### flight marketed and/or operated by the Marketing Carrier). 

# 5.4 Unless otherwise agreed, 

### all information andadvertising 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 betweenthe Parties andthe costs

### of such

### joint advertising and promotion shall be shared based on prior agreement. 

# 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).


### TRAFFIC DOCUMENT ISSUANCE AND 

### FINANCIAL SETTLEMENT 

# 6.1 Each Party shall issue

### or make available

### to its passengers its 

### own standard system-wide 

### traffic documents 

### (tickets, Conditions 

## of Carriage 

### and related notices) 

### which shall comply

### withall applicable laws, rules and regulations. 

# 6.2 Passenger 

### traffic documents 

### for useon the Codeshared Flights may be issued 

### by either Party, or 

### bythird parties 

### with whom the Parties 

### from time to 

### time have interline 

### traffic agreements. 

# 6.3 All Marketing Carrier 

### Flight Coupons honored on Codeshared Flights shall be uplifted by the Operating Carrier,

### which is responsible forprocessing and

### billing of such documents
asfollows:

The Operating Carrier shall 

### bill uplifted coupons 

### to the

### Ticketing Carrier using the normal interline settlement processof the 

### IATA Clearing 

### House. Subject to (a)(b) Section 

### 6.36) and 6.3(c), Marketing Carrier 

### Flight Coupons shall be treated 

### for proration 

### and 

### billing purposes 

### as

# if they showed 

### the Operating Carrier's designator 

### Code 

## in the Carrier Code 

### Box 

## of the Marketing 

### Carrier Flight Coupons. Such 

### Marketing Canier 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"), specifically 

### IATA PMP Part 

### 3 Section 

### B and 

### other sections thereofas applicable. 

## If the Operating 

### Carrier does 

### not havean interline 

### traffic agreement 

### with a 

### Ticketing Canier that issued 

### a Marketing Carrier 

### Ticket the Operating Carrier 

### will bill such coupon

### to the Marketing Carrier as an exceptional item 

### (i.e.,via correspondence) 

### and such coupons 

### shall be valued

### for billing and proration purposes according 

## to the Special Prorate Agreement 

## in place between the Operating and 

### Marketing Carrier 

### or 

### in the absence

### of such 

### an agreement, in accordance 

### with 

### IATA PMP. 

# (c) If the Operating 

### Carrier has 

### an interline 

### traffic agreement 

### with 

### a Ticketing Carrierthat issued a Marketing CarrierTicket 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 

### incuned due

## to an unsatisfactory settlement.

TheTicketing 

### Canier shall receive the 

### Interline Service Charge and./or

### Ticket Handling 

### Fee, as agreed between 

### the Operating Carrier and

### the Ticketing Carrier; provided, 

### however,

# if the Marketing 

### Carrier

### orthe Operating Carrier 

### (or an 

### Affiliate 

## of the 

### Marketing Carrier 

### or the Operating Carrier, as applicable) 

### isthe 

### Ticketing Carrier, no Interline Service Charge and/or Ticket Handling Fee shall apply.


### To support 

### interline 

### billing bythe Operating 

### Carrier

### to third-parties 

### and involuntary 

### rerouting and refunding

## of Marketing Carrier Tickets 

### bythe Operating 

### Carrier, the 

### Marketing Carrier hereby 

### waives endorsement requirements 

### for the Operating Carrier 

### with respect to 

### all Marketing Canier 

### Flight Coupons, including: 

### (i) all Marketing Carrier 

### Flight Coupons 

### for useon Codeshared Flights operated 

### byJAL, issued onJETBLUE



# - B6 (279) ticket stock, or on other ticket stock, but naming JETBLUE 

### in the Carrier Code 

### Box, and

## (ii) all Marketing Carrier 

### Flight Coupons 

### for use

### on Codeshared Flights operated byJETBLUE, issued on

### JAL -JL

## (l3l) ticket stock, or on other ticket stock, but naming 

### JAL in the Carrier Code 

### Box. Unless otherwise agreed 

### inwriting bythe Parties, suchwaiver shall be effective

### thiffy (30) days before the Implementation Date, and shall remain 

### in effect 

### for ninety (90) days 

### aftertheTermination Date 

### ofthis Agreement to facilitate the reaccommodation 

### of any Codeshared Passengersticketed for travel after the Termination Date.
Differences 

### that may appear 

### afterthe 

### billing process 

### has been completed 

### shall be rectified bywritten correspondence or ameeting between the Parties. 6.4

6.5

6.6

7. 

### FACILITIESThe Parties acknowledge the importance of maintaining functional and accurate signs identifoing the Operating Canier and the Marketing Carrier, asappropriate, tofacilitate passenger convenience and to avoid passenger confusion atairports served bythe Codeshared 

### Flights. The Parties shall cooperate on the placement

### ofsuch signs, subject to the approval 

### ofthe relevant airport authority or other lessors. 

# 8. TRAINING 

# 8.1 Except as otherwise agreed, each 

### Parly shall provide 

### or affange, 

### at 

### its own cost and expense, and in its sole discretion, all training 

### ofits personnel tofacilitate 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 pÍrssenger service, reservations and sales activities, and 

### in-flight service 

### involving the Codeshared Flights, 

### all as more 

### fully described 

### in the Procedures Manual.


### The Parties

### shall share 

### anytraining 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.


### 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 

### Canier 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, providedthat such security programs 

### shall, 

### at a minimum, comply 

### with the standards setforth 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 anythen applicable procedures 

### used

## for the physical screening 

## of passengers, baggage 

## or cargo, interviewing 

### of p¿rssengers, and/or selective loading ofbaggage or cargo. 

# 9.3 The checking 

### of thetravel documents 

### of each Codeshared Passenger and the handling

### of Codeshared Passengers 

### who are Inadmissible Passengers (as such

### term 

### is defined in 

### IATA Resolution 701, asmodified, supplemented or amended from timeto time) shall be done in accordance 

### with the procedures outlined in the Procedures Manual.


### SAFETY AND 

### MAINTENANCE 

# l0.l Implementation 

### of this Agreementshall be subject 

### to the successful completion 

### byJAL and JETBLUE of the 

### IATA Operational Safety

### Audit 

### ("IOSA") registration. 

## 10.2 The Operating 

### Carrier has operational 

### control 

### of the aircraft and

### fìnal authority and 

### responsibility concerning 

### the operation 

### and safety

## of the aircraft and 

### its passengers, including Codeshared Passengers. The Operating Carrier shall have the absolute right to delay the departure 

### of an aircraft, 

### to cancel, 

### divert or interrupt a Codeshared 

### Flight, to decrease 

### the authorized 

### payload andlor

## to substitute 

### an alternative 

### aircraft type or equipment 

### for any reason 

### (including, 

### without limitation, whenever safety, technical, operational reasons 

### or adverse weather conditions 

### so require). 

### The Operating Carrier 8.2

9.

r0.shall employ the same high standards 

### of safety, security and loss prevention policies on the Codeshared Flights as on its own

### flights. Emergency support shall, at a minimum, be 

### in accordance 

### with the 

### Mutual Emergency Assistance Agreement 

### in force between the Parties. 

# 10.3 The Operating Carrier shall havesole 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 bythe relevant aeronautical authorities. 

# 10.4 The 

### Marketing Canier 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 

### Canier's operations, manuals, and procedures reasonably 

### related

## to the Codeshared 

### Flights (the 

### "Marketing Carrier Reviews"), 

### at such intervals as

### the Marketing Canier shall reasonably 

### request. The Marketing Carrier Reviews shall be coordinated 

### with the Operating Carrier so asto avoid disruptions to the Operating Carrier's 

### operations. Such reviews

### will be 

### limitedto areas that reasonably relate to the Operating Carrier's safety standards and service obligations 

## under

# thisAgreement. NOTWITHSTANDING 

## THE FOREGOING, THE 

### MARKETING CARRIER DOES 

### NOT UNDERTAKE 

### ANY RESPONSIBILITY OR 

### ASSUME

### ANY 

### LIABILITY FOR

### ANY ASPECT OF 

### THE OPERATING CARRIER'S 

### OPERATIONS, 

### NOR SHALL THE OPERATING 

### CARRIER 

### BE ENTITLED TO 

### ASSERT 

## ANY RESPONSIBILITY 

### OR ASSUMPTION 

### OF 

### LIABILITY ON THE 

### PART 

### OFTHE MARKETING CARzuER FOR 

### THE OPERATING CARRIER'S OPERATIONS.

1

# 1. FREEAND 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, andthe Operating Canier shall not honor any Marketing 

### Carrier 

### Flight Coupons 

### for such industry non-revenue

### or discounted 

### travel, except 

### atthe Operating Carrier's expense. 

# 12. TRADEMARKS AND CORPORATE 

### IDENTIFICÄTION 

## 12.1 Except as provided inthis Agreement: 

# (a) JAL shall not use theJETBLUE Marks;

# and

, 

# (b) JETBLUE shall not use the

### JAL Marks,

without 

### first obtainingthewritten approval of the other Party, and each Party shall comply 

### with any directions of the

### owningParty in relationto anyapproved use. 

## 12.2 JAL acknowledges and agreesthat 

### it has no right, 

### title or interest intheJETBLUE Marks


### nor any part 

### thereof. JETBLUE acknowledges and agrees 

### that 

### it has 

### no right,

### title or interest inthe

### JAL Marks nor any part 

### thereof. The logos, trade marks andtrade names of each Party

### will remain at alltimes the applicable Party's exclusive property.13. 

## 12.3 Each Party agrees that should any right,

### titleto or interest inthe other Party's logo or any other partthereof, or in any copyright or trade mark of the other Party become vested in 

### it (by operation 

### of law or otherwise) 

### by reason 

### of this Agreement, 

### it

### will hold the same in 

### trust

## for the other Party and shall, 

## atthe request

## of the other Party, forthwith unconditionally assign any such right, 

### title or interest to the other Party,

### or asthe other Party may otherwise direct.


### REPRESENTATIONS AND 

### WARRANTIES 

# l3.l Each of

### JAL andJETBLUE hereby represents and warrants to the other asfollows: 

# (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 andauthority to enter into and perform its obligations underthis 

### Agreement. The execution, delivery, and performance 

### ofthis Agreement 

### by it have been duly authorized byall necessary corporate 

### action. ThisAgreement has 

### been 

### duly executed 

### and delivered 

## by 

## it, and, assuming 

### due authorization, execution, and delivery by the other Party hereto, this Agreement constitutes its legal,

### valid, and binding obligation, enforceable against 

### it in accordance 

### with its terms, except to the extent that enforceability may be 

### limited or modified by the effect 

### of bankruptcy, insolvency or other

### similar laws affecting creditors' rights generally, andthe 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 adefault under 

### (A) anyApplicable Law, rule 

### or regulation 

### binding 

### on

### it, or 

### (B) any provision

### of its Charter, Certificate 

### of Incorporation, 

### Bylaws 

## or other documents 

## of corporate govemance; 

## or (ii) contravene,

### or cause

### a breach 

### or violation 

### of, any agreement 

### or instrument to 

### which

# it is a parly

## 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 awhole, 

### 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, orthe 

### giving 

### of notioe 

### 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 Personor entity, other than 

### the Governmental Approvals, except where 

### failure

### to obtain 

### or take such action would not have a material adverse effect on 

### it or a material adverse effect
on the transactions contemplated inthis Agreement. 

# (d) Each

### ofthe foregoing representations and warranties shall survive the execution and delivery of this Agreement. 

### GOVERNTI{ENTAL APPROVALS 

# l4.l The Codeshared Flights shall 

### not commence 

### until all required Governmental Approvals are 

### received. Each 

### Party shall use

### all commercially reasonable 

### efforts 

### to obtain all necessary Governmental Approvals. 14.t5. 

# 14.2 If the Governmental 

### Approvals are obtained 

### with respect 

### to some 

### but not

### all of the Codeshared Routes 

### listed 

### in Annex 1,the Parties shall proceed under

### this Agreement solely 

### with respect

### to the approved Codeshared Routes, and the Parties shall thereafter continue to endeavorto obtain approval of the remaining city-pair markets. 

## 14.3 If the Parties obtain none 

### of the Governmental Approvals required 

### for the Codeshared Routes listed in

### Annex 1

### within three hundred sixty five (365) daysof the Effective Date, 

## or

# if all

## of such Governmental 

### Approvals 

### are given 

### with substantial unfavorable restrictions or conditions (each Partyto determine in its sole discretion the reasonableness 

### of such restrictions 

### or conditions), 

### the Parties 

### shall negotiate 

### in good 

### faith

### tofind an equitable solution to enable the commencement of the Codeshared Route(s). 

### If asolution 

### cannot 

### be formulated 

### within ninety 

### (90) days

### following commencement 

## of such negotiations, 

### either Party may terminate 

### this Agreement 

### upon

### thirly (30) days' prior written notice to the other Party. 

## 14.4 Each Party shall, as soon as reasonably practicable, provide the other Parfy

### with copies

### of any material 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 material noncompliance 

### by the Operating Carrier 

### with operational, 

### training 

### or safety rules and procedures.


### TERM 

# I5.l This Agreement 

### shall become 

### effective 

### on the date

### first written above 

### ("Effective Date") and shall remain 

### in effect 

### until terminated pursuant 

### to Section 14 (Governmental Approval), Section 20 (Force Majeure) 

### or Section 26 

### (Severability). Implementation

### of this Agreement shall be on the Implementation Date, subject tothe Parties' execution 

### of the Mutual Emergency Assistance Agreement. 

# 15.2 In addition

### to any othertermination rights provided herein, 

### this Agreement 

### may be terminated as

### follows:

(c) at anytime by mutual written consent of the Parlies hereto;


### atany time 

### by either Party upon 

### providing at least one 

## (l) year's 

### prior written notice to the other Party; 

## by the non-breaching 

### Party upon 

### the breach 

## of a material 

### term, covenant, representation 

### orwarranty 

### 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 afailure

### to comply 

### with any material obligations and procedures setforth in the Procedures Manual, provided 

### thatthe non-breaching Party provides 

### the breaching Parry 

### prior written notice 

### describing

## the alleged breach 

## with as much particularity 

### as reasonably 

### practicable. Termination under 

### this Section 15.2(c) shall not be effective 

### if the breaching Party corrects such breach

### within

### thirly (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 (a)
(b)



### l0(d)

(e) 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; 

### by the non-breaching 

### Party upon

### the breach 

## of a payment 

### obligation under Section 6

### of this Agreement or thefailure 

### to otherwise payany sums dueto the non-breaching Party pursuant tothis Agreement bythe breaching Party, after the non-breaching Party provides the breaching ParLy at least fifteen (15) days' prior 

### written notice describing, 

### with as much 

### particularity as practical, 

### the alleged breach, and the breaching Party does not,

### within seven (7) days

### following receipt ofsuch notice, correct such breach;

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 asthey become due; 

### (iii) has suspended (as declared 

### by aclearing 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 anywrit, execution, process 

### or abstract 

### ofjudgmentthat may have 

### a material adverse effect on 

### it and that is not dismissed, satisfied or stayed 

### within sixty (60) days; or 

## (v) files 

## a petition

## for bankruptcy, composition, corporate reorganization, corporate 

### liquidation, arrangement

### or special 

### liquidation proceedings; 

### or (vi)

ceases 

### all or a substantial part

### of its operations (other than dueto Force Majeure

asdefined 

### in Section 20); or
by either Party upon no lessthan ninety (90) days' and not more thanfour (4)

### full 

### IATA traffic seasons' 

### prior written notice 

### in the eventthe other Party undergoes
a Change

### of Control or becomes involved in atransaction which 

### if consummated 

## will result 

### in a Change

### of Control; provided 

### that the 

### right 

### to give notice to terminate 

### with respect

### to such Change

### of Control shall begin upon the earlier

### of 

### (i) public announcement 

### of a binding agreement 

### ofthe subject Party 

### which 

## if consummated

### will result 

### in a Change

### of Control, 

### (ii) public announcement of the recommendation 

### of atransaction by the subject Partywhich 

### if consummated

### will result in a Change

### of Control, or 

### (iii) the occurrence 

### of aChange 

### of Control, and expire on the ninetieth 

### (90th) dayfollowing consummation 

### of such Change 

### of Control. Each 

### Parly undertakes 

### to promptly notifu the other 

### in writing 

### of an occurrence 

### ofany ofthe events specified inthis Section 15.2(fl. For purposes 

### of this Section I

### 5.2(fl, a "Change 

### of 

### Control" with respect to a Parly occurs 

### if such Parly or such Party's direct 

### or indirect parent:

## (l) merges or consolidates 

### with or into any other Person or entity; except when such merger or consolidation is

### with 

### an Affiliate 

## of such Party, 

## or where immediately 

### after such merger or consolidation, the shareholders 

### of the Party immediately 

### prior 

### to the merger or consolidation continue 

### to own more than seventy percent 

### (70%) 

### ofthevoting equity 

### of the 

### surviving entity or direct 

### or indirect parent 

### of the 

### surviving entity and, 

## if the Party 

### is notthe surviving entity, 

### the surviving 

### entity assumes in 

### writing 

## allof the obligations 

### and responsibilities

## of the Party under this Agreement; 

### (2) sells 

### or otherwise transfers 

### all or substantially 

### allof its assets to any other Person or entity except to an

### Affiliate of such Party; 

### (3) 

### if a

### third party 

### (or third partiesacting as

### a group), except 

### for an

### Affiliate 

### of a Pafty, acquires 

### thirly percent 

### (30%) 

### or more 

### of the Party's 

### orthe Party's direct 

### or indirect parent's

### voting equity in one 

### or more transactions; or 

### (4) 

## if a

### third par-tyairline (Ð



## ll(not being an

### Affiliate of a Party) or the parent 

### of a

### third party airline, acquires Control directly or 

### indirectly of a Party, including without 

### limitation by acquiring Control of thedirector indirect parent

### of a Party; provided that the disposition

### of JAL shares 

### bythe Enterprise Turnaround 

### Initiative Corporation 

### shall 

### not be deemed a Change of Control 

### within the meaning of clauses 

### (l), (2) or (3) above. 

# (g) Throughout the 

### term 

### of this Agreement, either Party has

### the 

### right

### to suspend performance ofthis Agreement immediately by giving written notice to the other Parfy in the event that 

### it has reason to suspect or believe or inthe event that: 

# (i) the other Party has suffered a signif,rcant emergency 

### or serious incident
or accident or received a serious threat that relates 

### to any 

### ofthat Party's flights or to aCodeshared Flight or Codeshared Route; or 

# (ii) the other Parly has received 

### from any relevant Competent 

### Authority notice

### that

## it hasfailed 

### to comply 

### with applicable safety 

### or security requirements; or 

# (iii) the 

## civil aviation authority 

## of Japan

## or the US Department 

### of Transportation andlor the Federal Aviation Administration has ordered in 

### writing 

### or orally that the Marketing Carrier's Code 

### be removed from Codeshared 

### Flights 

### or Codeshared Routes operated 

### bythe Operating Carrierfor any reason whatsoever; or 

# (iv) the 

### civil aviation authority 

### of Japan or US Department 

### of Transportation 

### and/or

### the Federal

### Aviation Administration, 

### as applicable,does not provide safety oversight

### ofits air carrier operators in accordance with the 

### minimum safety oversight standards established

### by the International 

### Civil Aviation Organization 

### (ICAO), which results 

### in the United States 

### of America 

### receiving a rating 

### of [pertinent 

### rating] from 

### the [Japanese 

### Civil Aviation Bureau],

### or Japan 

### receiving an equivalent 

### rating from counterpart authorities inthe United Statesof

### Americ4 respectively.


### If a Party suspends thisAgreement pursuant tothis Section, as soon asthe reason for the suspension 

### no longer exists, 

## it shall 

### notiff the other Party and 

### this Agreement 

### will
recommence 

### withinthirfy (30) days after the date 

### of such notice underthe same terms and conditions, or under amended terms and conditions in accordance 

### with Section 30.1. 

# 15.3 In the event 

### of suspension ortermination 

### of thisAgreement, the Marketing Carrier shall, in its sole discretion, unless termination is pursuantto Section 15.2(-Ð

,take all reasonable actions

### to confirm and preserve reservations

### onthe Operating 

### Carrier 

### for passengers scheduled 

### to be 

### traveling on Marketing Canier Tickets and, as applicable, endorse or otherwise 

### modify 

### or reissue such tickets 

### to permit use on the Operating 

### Carrier. The Operating 

### Carrier shall, subject 

### to Section 16.5, accept passengers 

### traveling 

### on such 

### tickets as

## if such reservations 

### had been booked through 

### the Operating 

### Carrier using ordinary 

### interline procedures 

### butgiving effect

### to the revenue settlement methodology providedfor in Section 6ofthisAgreement. 

# 15.4 In the event 

### thatthis Agreement 

### is terminated 

### by the Operating 

### Carrier pursuant to Section 15.2(d) 

### or 15.2(e).the Operating Carrier, 

### in its sole discretion, may decline any or

### all passengers scheduledto betraveling on Marketing Carrier

### Tickets. The Marketing



### t216. Carrier shall be solely responsible 

### for transferring the reservations 

### of such passengers to other carriers or making other alternative arrangements.


### INDEMNIFICATION 

# 16.l Without prejudice 

### to any other

### written agreement 

### or arrangement 

### of either Party to indemnifu the other Party,the Party that 

### isthe Operating Carrier 

### (or whose Authorized 

### Affiliate 

### is the Operating

### Canier) shall indemni$, defend, 

### and hold harmless the 

### Marketing Carrier and 

### itsAffiliates and

### their respective directors, 

### officers, employees and agents (each 

### individually a, 

### or collectively the, 

### "Marketing 

### Carrier Indemnified 

### Party") from and against any and

### all Damages arising out 

### of, caused by, or occurring in connection 

### with (or alleged 

### to arise out

## of be caused 

### by, or be occurring 

### in connection 

### with) any 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, 

### mailor cargo) occurring 

### while such persons 

### or property are under 

### the control 

### or in the custody 

### of, or being transported 

### by, the Operating 

### Carrier (including, 

### forthe avoidance

### of doubt, Damages arising out of the death 

### of or 

### injury to Codeshared Passengerstraveling
on Marketing Carrier Tickets; 

# (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 

### l6.l(a) or (b) or Section 16.2(a)

### or(þ); 

# (d) the Operating Carrier's breach of any 

### of its representationsor warranties setforth in Section 13of this Agreement; or 

# (e) infringement

## of a third-party's intellectual property

## or similar rights 

### by the Operating Carrier's logos, trademarks, service marks ortrade names.


### PROVIDED 

### THAT, the Operating Camer 

### shall 

### not be required

## to indemnify any Marketing Carrier Indemnified Party

### for any 

### liability arising from the Marketing Carrier Indemnified Party's gross negligence or

### willful misconduct. 

# 16.2 Without prejudice 

### to any other

### written agreement 

### or arrangement 

## of either Party to 

### indemniff the other Parly, the Partythat 

### isthe Marketing Canier 

### (or whose 

### Affiliate is the Marketing 

### Canier) shall 

### indemnif, defend, and hold harmlessthe Operating Carrier and 

### itsAffiliates 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 beoccurring 

### in connection 

### with) any

### ofthe following: 

# (a) the death 

### of or injury 

### toor delay 

### of persons, 

### or delay

### or loss 

### of or damage to property 

### (including aircraft, equipment, baggage, 

### mailor cargo) occurring while such persons 

### or property are under 

### the control 

### or 

### in the custody 

### of, 

### or being

13transported by, the Operating Carrier, but only 

### to the extent caused by the gross negligence or

### willful misconduct of the Marketing Canier; 

# (b) the death of or injury to, or loss or damage to property 

### of third parties not carried 

### on board

### the aircraft operated 

## by the Operating 

### Carrier 

### but occurring in connection 

### with such operations, 

### but only 

### to the extent caused 

### by the gross negligence or

### willful misconduct of the Marketing Carrier; 

# (c) negligent acts

### or omissions 

## of the Marketing Carrier 

### that are related 

## to its obligations underthis Agreement, other than Damages to the extent addressed in Section 16.l(a) 

### or(þ) or Section 16.2(a) 

### orLÐ; 

# (d) passenger 

### claims based 

### onthe 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, thefailure

### 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 

### Canier is entitled 

### to apply the 

### limits 

## of liability provided

### for in its own Conditions 

### of Carriage); provided, 

### however, 

## that 

## the Marketing 

### Carrier

## shall

## only 

## be liable under this Section 16.2(d) for that portion of any Damages that is 

### in excess of the Damages against which the Operating Carrier 

### would have been required 

### to indemni$, the 

### Marketing Carrier under Section 

### l6.l(a) 

## if the Marketing Carrier had properly complied

### with all 

### IATA ticketing procedures; 

# (e) the Marketing Carrier's breach 

### of its representations 

### or wananties set

### forth in Section 13 of this Agreement; or 

# (Ð infringement

## of a third-party's intellectual property 

### or similar rights 

### by the Marketing Carrier's logos, trademarks, service marks ortrade names. 

## 16.3 A Party (the 

### "Indemnified Party") that believes 

### it is entitledto indemnification from the other Party 

### (the 

### "Indemni$ing Party") pursuant 

### to the terms

### ofthis Agreement

### with respect

### to a

### claimfor Damages (i.e., athird-party claim) shall providethe 

### Indemnifring Party 

### with written notice (an 

### "Indemnification Notice") 

## of such 

### claim (provided, however, that the failure to give such notice shall not relieve the Indemnifying Parry of its obligations hereunder except to the extentthat suchfailure is materially prejudicial to the 

### Indemniffing Party), and 

### the Indemniffing Party 

### shall be obligated and entitled, 

### at its own cost and expense and by its own legal advisors, to control the defense 

### of orto settle any such 

### third-parly 

### claim. The 

### IndemnifuingParty shall havethe right 

### to electto settle any such 

### claim 

### for monetary Damages 

### only, subject 

### to the consent 

### of the Indemnified 

### Party; provided, however,

# if the Indemnified 

### Partyfails 

## to give such consent

### to a settlement

### that has been agreed upon 

### by the Indemnifling Party and 

### the claimant in question 

### within twenty (20) daysof 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 

### Indemniffing 

### Pafi's liability hereunder shall be limited to the amount 

### of any such proposed settlement. 

### If the Indemnifuing Party

### failsto take any action against the third-party claim that isthe subject 

### of an Indemnification Notice 

### within thirty (30) days 

## of receiving such Indemnification 

### Notice, 

## or otherwise contests 

## its obligation to 

### indemnify the Indemnified Parly 

### in connection therewith, 

### the Indemnified Party may,



### t417. 

### upon providing 

### prior written notice 

## to, but without 

### the further consent

## of, the Indemnifuing Party settle or defend against such third-party claim 

### for the account, and at 

### the expense,

### of the Indemniffing 

## Pafy. Except asset

### forth in this Section 16.3. the Indemnified Party shall not enter into any settlement or other compromise or consent to a judgment 

### with respect 

### to athird-party claim 

### to which the Indemnifying Party has an indemnity obligation without the prior written consentof the Indemnifuing Party. 

# 16.4 Each Indemnified Party shall have the right, but not the duty, to participate in the defense of any claim

### with attorneys 

### of its own choosing and at its own cost,without relieving the Indemnifying Party 

### of anyobligations 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 

### Indemniffing Party at anytime, and to elect to settleor defend against such claim; provided, however, the 

### Indemnif,ing Party shall have no indemnification obligations

### with respect 

### to such claim except for the costs and expenses of the Indemnified Party (other than attomeys' fees incurred in participating inthe defense 

### of such

### claim) incurred prior to the assumption of the defense of the claim by the Indemniflred Party. 

# 16.5 Each Party

### further agrees 

### to indemniff, defend and hold harmless the other Partyfrom andagainst any and 

### all Taxes (as defined in

### Appendix

### l), or Assessments (subject to the terms 

### of Section 19.6), asthe case may be, levied upon or advanced by the Indemnifìed Party, but that ultimately the Indemnifying 

### Pafy would be responsible 

### for paying, which resulted from anytransaction or

### activity contemplated by thisAgreement. 

## 16.6 Any claims made against the 

### Marketing Canier by the Codeshared Passenger may be handled by the Marketing Carrier 

### in accordance

### with its own procedure, and payment 

### of such claims may be made directly by the Marketing Carrier. The Operating Carrier shall thereupon 

### indemniff the Marketing Canier 

### for such payments in accordance 

### withArticle 16.1. 

### However,

### the Marketing Carrier shall 

### not admit 

### any 

### liability, negotiate, make suggestion or promise 

### of any amount, or settle such claims without having obtained prior consent 

### from the Operating Carrier. 

### In case

### of a passenger's death 

### or bodily injury, the Operating Carrier and the Marketing Carrier agreeto make an adequate advance payment in accordance 

### with applicable laws and custom, 

### with closecoordination each other. 

## 16.7 The rights and obligations 

## of the Parties 

### under

### this Section 

### 16 shall survive the Termination Date of this Agreement.


### INSURANCE 

## 17.1 The Operating Carrier shall procure and maintainfor the benefitof the Marketing Carrier 

### during

### the term

## of this Agreement 

## with insurance

### carriers

## of known f,rnancial 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 of war, hijacking and 

### allied perils), passenger 

### and crew baggage 

### and personal 

### effects,funeral and repatriation expenses, 

### all reasonable expenses arising out 

### of the Federal Family Assistance

### Act

## of 1996 and/or 

### similar regulations 

### applying elsewhere 

### in the 

### world, cargo, 

### mail, hangarkeepers, comprehensive 

### general 

### liability,

## or its equivalent 

### including premises, products, completed operations, and contractual 

### liability. This insurance must be primary 

### without,right 

### of contribution from any

t518. insurance 

### carried 

### by the Marketing 

### Canier

## to the extent 

## of the indemnity specified 

## in Section 16.1, 

### 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 16.1,

## (ii) contain 

## a severability

## of interest clause 

### and 

### a breach 

### of warranty clause

### in favor 

### of the Marketing Carrier, 

## (iii) specifically insure the Operating Carrier's indemnification obligations under

### this Agreement to the 

### full extent 

### ofthe coverage provided by the Operating Carrier's policy or policies, and 

### (iv) contain aprovision 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 

### bythe Operating 

### Carrier, 

### (v) contain 

### a clause

### specifying that 

### the Marketing 

### Carrier shall have

### no responsibility

### for premium payment 

### and insurers shall waive any rights

### of set-off or counterclaim against the Marketing Carrier. 

# (b) The Operating Carrier shall maintain a combinedsingle 

### limit of liability of not lessthan USD $1,000,000,000 per any one occurrence for each aircraft, including 

### bodily injury, death, personal 

### injury, properly 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 subjectto an annual aggregate 

### limit. 

# (c) Hull all risk insurance, including war risk, and such 

### policy shall include awaiver 

### of subrogation

### in favor 

### of the Marketing Carrier

### to the extent 

### of the indemnity specified in Section 16.1

. 

## 17.2 The Operating Carrier shall provide the Marketing Canier 

### with certificates 

### of insurance evidencing such coverage no less than 

### thirty (30) days prior to the commencement of the 

### first Codeshared 

### Flight, andthereafter prior to the date

### ofany renewal 

### ofsuch 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

### ofwar and allied perils coverage shall be seven (7) days or such lesser period as isor may be available 

### in accordance 

### with the 

### policy providing such coverage.


### TAXES 

# 18.1 Subject 

### to Section 18.4, 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 isathibutable to 

### it in connection 

### with the sale of air transportation pursuant to this Agreement. 

## 18.2 The Party that acts asthe

### Ticketing Carrier 

### in respect

### of any particular transaction shall collect, except as otherwise prohibited 

### by law, 

### all Ticket Taxes relating totickets sold or 

### travel documents issued 

### by

## it with respect

### to air transport pursuant 

### to this Agreement. The Parties hereby agree as

### follows:



### l6The 

### Ticketing Canier shall 

### collect, report and 

### remit

### to the taxation authorities 

### any non-interlineable 

### Ticket Taxes 

### levied 

## in connection 

## with sales

## of the Codeshared Flights.


### TheTicketing Carrier 

### shall collect 

### any interlineable 

### Ticket Taxes levied in connection 

### with the sales 

### of the Codeshared 

### Flights. 

### If the Ticketing Carrier is 

### the Marketing Canier 

### or athird-party,the Operating 

### Carrier shall report and issue a debit invoice 

### to theTicketing Canier throughthe 

### IATA Clearing House for any interlineable Ticket Taxes in connection 

### with the sales of the Codeshared 

## Flights. The Operating 

### Carriershall remit 

## to taxation authorities

## all such interlineable Ticket Taxes. 

# (c) The Operating Carrier may

### bill theTicketing Carrierfor any Ticket Taxes due or payable on or measured by passenger enplanement and payable 

### or remittable by 

### the Operating

### Canier 

### or the Marketing Carrier 

## in accordance 

### with industry guidelines outlined in the 

### IATA Revenue Accounting Manual 

### (IATA-RAM). 

# If the Ticketing Carrier 

## is a third-party, 

### the Marketing Carrier shall use 

### commercially reasonable

### efforts

## to cause

### such

### third-pafty

## to implement the foregoing provisions. 

## 18.3 Notwithstanding the provisions 

### of Section 18.2,

### if the Ticketing Carrier is prohibited by 

### lawfrom collecting certain

### Ticket Taxes 

### in the country where tickets are sold 

### or where travel documents are issued,then the

### Ticketing Canier is relieved 

### only from collecting suchTicket Taxes so prohibited by law andshall notifu the Operating Carrier, 

### (i) no later than the 

### Effective Date

### with respect 

### to any such laws existing as

### of such date and 

### (ii) within thirty (30) days of the enactment 

### of any such laws after the Effective Date, which 

### Ticket Taxes 

## it is prohibited 

### from collecting and render reasonable assistance

### to the Operating 

### Carrier sothat procedures can be implemented 

### to collect such 

### Ticket Taxes from the passenger. 

# 18.4 Both Parties acknowledge that thetax laws of the countries inwhich 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 thisAgreement. 

### It is agreed that paymentsto the Payee shall be exclusive

### of suchwithholding, provided however, that the Payor shall inform the Payee 

### inwriting with at least

### forty five (45) days' advance notice

### of its intent 

### to withhold the Taxes andthe 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 of the amountswithheld by Payor. 

# 18.5 In the eventthe Payor is required to withhold taxes underthe procedures 

### of Section 18.4, the Payor shall provide 

### tothe Payee

### within thirry (30) days

### of such

### withholding a tax receipt and copies

### ofany support for the payment as may be necessary to support aclaim by the Payee of aforeign tax credit underApplicable Laws. (a)

(b)

(d)



### t7

# 18.6 If either Party receives noticefrom anytaxation authority 

### with respect to any assessment or potential assessment or imposition 

### of any Tax (collectively, an "Assessment") relating 

## to this Agreement, 

### thatthe other 

### Parly may 

### be responsible

### for paying, 

### directly or 

### indirectly,the Party so 

### notified shall inform the other Party 

### inwriting within ten (10) days of receipt of such 

### notice. 

### If the Party receiving such notice from ataxation authority 

### is or

## will be required 

### to pay any Assessment 

### for which the other 

### Parly 

### is ultimately responsible, 

### it shall be entitled

### to be indemnified against such Assessment 

### in accordance 

### with Section 

### 16.5. The Indemnifying Party shall have the option 

### to defend 

### or contest such Assessment in accordance 

### with the procedures set forth in Section 16. 

# 19. REVIEW PROCEDURES 

### AND 

### AMENDMENT OF 

### THEAGREEMENT 

# 19.1 Each Party

### will cooperate 

### with the other Party to institute regular monitoring processes to
ensure that this Agreement 

### is being implemented 

### effrciently and 

### in accordance

### with its terms. Review meetings, which may be conducted via TeleConference, 

### will be heldon a six (6) month basis unless otherwise agreed by the parties. 

# 19.2 In addition to the review meetings referred to 

### in Section 19.1, a Party may on reasonable notice call 

### for a review of the conduct or the terms ofthisAgreement at anytime andthe other Party

### will cooperate in such review ("Committee"). 

# 19.3 rf: 

# (a) either Party considersthattheAgreement requires amendment in order to remain in line with general market conditions prevailing on routes served by the Codeshare Services; and 

# (b) that Party gives notice tothe other Party speciffing a requested amendmentto 

### Appendix 

### I and a reasonable description 

### ofthe basis for that request,

then each Party shall negotiate in good faith with the other Parfy in respect of that requested amendment.


### FORCE 

### MAJEURE

20.1 

### Except

### with respect

## to the performance 

## of payment, 

### confidentiality, and indemnity obligations, 

### which shall be unconditional under

### this Agreement, neither Party 

### shall be 

### liable 

### for delays 

### in or failure 

### to perform under

### thisAgreement

### tothe 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. 

### If an Excusable Delay continues for 

### thitty (30) days

### or longer, the non-delayed Party shall havethe right, at its option,to terminate this Agreement by giving the delayed 

## Pafi at least 

### thirty (30) days' prior written notice.



### 21. 

### GOVERNING LAW AND DISPUTE 

### RESOLUTION

This Agreement shall inall respects be governed by and construed in accordance 

### with the laws of the State of New 

### York, United States of

### Americ4 without regardto its

### conflict

### of laws principles, including all matters of construction, 

### validity and performance. 20.

21.1

18

# 21.2 Prior 

### to referring a Dispute

### to arbitration as provided 

### in Section 21.4, the Parry shall proceed asfollows: 

# (a) Except asotherwise expressly provided in Section 21.3. any controversy, dispute, difference, disagreementor claim between the Parties arising under or relatingto 

### this Agreement, 

### including 

### any question concerning 

### the validity, termination, interpretation, performance, operation, enforcement or breach

### of this Agreement (each, 

### a "Dispute"), must

### first be referred 

### by a Party 

### to the Committee 

### for resolution. 

### If the Committee is unable to resolve the Dispute 

### within twenty (20) days after the Dispute is referred 

### to it, unless extended by mutual consent

### of the Parties, 

### the Dispute must then be referred 

### by each Party

### to its respective Vice President

# - Alliances 

### (or similar position 

### on the officer level 

## in charge 

### of Alliances) 

### for resolution 

### within twenty (20) days after the date

### of the

### first such referral by either Party, unless extended by mutual consent 

### ofthe Parties. 

# (b) Except as otherwise expressly provided 

### in Section 21.3, a Dispute 

### not resolved 

### by the Committee must 

### then be referred 

### by each Party

### to its respective Vice President 

## - Alliances. 

# (c) Itwill be 

### sufficient

### for the purposes 

### of referrals under 

### this Section 21.2that a Party send notice of the Dispute to one

### of its own members of the Committee, or its own Vice President

## - Alliances, asthe c¿ße may be, in each case,

### with acopy to the other Party inthe manner specified in Section 31for the giving of notice. 

# 2l.3 Any Dispute not resolved after referral to the Committee andVice Presidents 

## - Alliances 

### ofthe Parties as required 

### in Section 21.2, shall then be referred to arbitration as provided 

### in Section

### 21.4. Each Party irrevocably and unconditionally submits, 

### for itself and its property, 

### to the exclusive 

### jurisdiction 

### of such arbitration and expressly and irrevocably waives its right to bring suit against the other Party in respect of a Dispute in any court 

### of law except for the limited purposes of enforcing an arbitral award obtained in respect of a Dispute, 

### orfor obtaining any injunctive, temporary or preventative order or similar order available to 

### it under the laws 

### ofanyjurisdiction for a breach or threatened breach by the other Parly 

### of this 

### Agreement. Each Party, 

### to the fullest extent 

### it may effectively do so underApplicable Law, irrevocably waives and agrees not to assert, by way of motion, as
adefense or otherwise, any claim that 

### it is not subject to arbitration.



### 2l

# .4 In the event that any Dispute is not resolved pursuant to Section 21.2, then such Dispute shall be referred 

### to and 

### fìnally resolved pursuant 

### to binding and confidential arbitration 

### under 

### the then-existing Commercial 

### Arbitration rules

## of the American Arbitration Association 

### (the "Rules"), except 

### as 

### they may be modified herein 

## or by mutual agreement 

### of the 

### Parties. The arbitration, including the rendering 

### of the award, 

### will be conducted 

### by three 

### (3) arbitrators, each

### of whom

## will have experience

### with aviation 

### industry matters and 

### befluent 

### in the English language; 

### provided, however, 

### that the arbitration may be conducted by only one arbitrator 

### if both Parties so agree 

### in advance 

### of the arbitration and are able to agree upon a single, mutually acceptable

### individual. 

### If the arbitration isto be conducted by three (3) arbitrators, each Party

### will select one arbitrator and the 

### third arbitrator

### will be appointed

### in accordance

### with the 

### Rules. The arbitration proceedings 

### will take place 

### in NewYork, 

### NY, United States 

### ofAmerica. The language 

### to be used 

### in the arbitral proceedings shall be 

### English In the event that any Dispute is 

### submitted

## to arbitration, 

## all then current Disputes

### that have 

### not been resolved in accordance 

### with Section 

### 21.2 (including counterclaims between

### the Parties)

## will be



### t9consolidated 

### in a single arbitral 

### proceeding. The Parties

### will conduct the arbitration as 

### quickly as is reasonably practicable and

### will use their respective commercially reasonable efforts

### to ensure that duration

### ofthe arbitral proceeding 

### will not exceed ninefy (90) days commencing 

### from the date

### the last arbitrator accepts 

### hisor her appointment 

### (or, 

## if the arbitral award is not issued

### within such ninety (90) days,

### within asingle renewal period 

### of another 

### ninety (90) 

### days).Any decision 

### or award 

### of the arbitrators

### will be based solely 

### on the terms

### ofthisAgreement, and the substantive goveming 

### law applicable to such agreement(s). The decision 

### of the arbitrators

### will be 

### inwriting stating the reasons therefor, 

### will be

### final andconclusive, and

### will be binding onthe Parties. Judgment upon 

### the award rendered 

### in the arbitration 

### may be entered and enforced 

### by any court 

### of competent

### jurisdiction. Each Parly hereby expressly agrees that the arbitrators 

### will have the authority to award specific performance or an injunction to the prevailing Parfy, or to make an award 

### of damages, subject to the limits, waivers and disclaimers set forth in this Agreement, 

### or under applicable 

## law. The prevailing Party shall 

### be awarded costs, reasonable expert witness fees, and reasonable attorneys' fees incurred in connection with such arbitral proceedings. 

# 21.5 Without prejudice

### to the provisions 

### of Section 21.2 and 21.6(b), each Party irrevocably and unconditionally submits, for itself and its property, to the nonexclusive 

### jurisdiction

### of the applicable Stateor Federal Court 

### of the Stateof 

### NewYork and any appellate courts therefrom (the 

### "Courts"), for purposes

### of enforcing anyarbitral award, 

### orfor obtaining any injunctive, temporary or preventative order

### or similar order available 

### to 

### it under the 

### laws

### of any

### jurisdiction

### for a breach

### or threatened breach 

### by the other Party 

### of this Agreement which threatens irreparable damage. Nothing inthis Section 21.5 shall affect 

### any 

### right that any Parfy may otherwise have

## to bring any provisional, 

### interim or conservatory 

### action

## or proceeding 

### relating

## to provisional, 

### interim 

## or conservatory
measures in the courts 

### of any

### jurisdiction. Each Party irrevocably consents 

### to service 

### of process by any means described in Section 21.7 

# 21.6 Each Parly, to thefullest extent 

### it may effectively do so under substantive governing law applicable tothis Agreement, also irrevocably waives and agrees not to assert, byway

### of motion, as a defense or otherwise: 

# (a) any claim that 

### it is not subject to 

### thejurisdiction 

### ofthe Courts and any objection that 

### it may have asto venue or inconvenient forum in respect of claims or actions brought 

### in such Court; and 

# (b) any 

### right 

### of application 

### or appeal 

### to any court 

### (in NewYork or 

### in any other 

### jurisdiction) 

### in connection 

### with any question 

## of law arising 

### in the course

### of arbitration proceedings or out 

### ofany decision 

### or award 

### by the arbitrator, except
aspermitted by New 

### York law. 

# 21.7 Each 

### Party irrevocably designates, appoints, authorizes and empowers as

### its agentfor service ofprocess any 

### ofits officers to receive and acknowledge on 

### behalfofsuch Party 

### any process, notices, 

### or other documents

### that may 

### be served 

### in any suit, action, or proceeding 

### of the nature referred 

### to inthis Section 21 

### in any court sitting 

### inthe State

### of New

### York, United States ofAmerica.


### COVENANT TO 

### COMPLY 

### WITH ^A,LL 

### LAWS 22.

20

# 22.1 In performing its obligations underthis Agreement, each Party shall, at its own cost and expense,

### fully comply 

### with, and have

### all licenses under, 

### all applicable federal, state, provincial and 

### local laws, rules and regulations

### of Japan, the United States 

### of America and all third countries. 

# 22.2 If either Patty has notice that aprovision ofthis Agreement is contrary to anyApplicable Laws or govemmental regulations, that Party shall immediately 

### notify the other Party in 

### writing, such notice 

### to include 

### a description 

### of the perceived 

### violation and supporting written materials that facilitate the other Party's investigation of such perceived violation. 

# 23. PUBLICITY
Except as required by Applicable Law, neither Party may issue anywritten press release conceming this Agreement without the prior written consentof the other Party,which consent shall not be unreasonably withheld or delayed. 

# 24. CONFIDENTIALITY 

# 24.1 Except as necessary 

### to obtain any Government 

### Approvals

### or as otherwise provided below, each Party shall, andshall 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 Pafty (the 

### "Disclosing 

### Party") is requested

### to disclose any Confidential Information 

### of the other Party (the 

### "Affected 

### Party") under theterms

### ofa subpoena or order issued by a 

### court 

### or governmental 

### body,

## it shall (a) 

### notiff the 

### Affected Party immediately 

### of the existence, 

### terms, 

### and circumstances surrounding 

### such request, 

### (b) consult

### with the 

### Affected Party 

### onthe advisability

### of taking legally available steps

### to resist

### or narrow such request, and 

### (c) 

### ifany disclosure 

### ofConfidential Information is required 

### to prevent the Disclosing Party from being held in contempt or subjectto 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 lnformation. Each Party agreestotransmit Confidential lnformation only to such of its Representatives
as required for the purpose 

### of implementing andadministering this Agreement, andshall 

### inform such Representatives 

### of the confidential nature

### of the Confrdential Information and 

### instruct such Representatives 

### to treat such Confìdential 

### Information 

### in a manner consistent

### withthis Section 24.1

. 

# 24.2 Within ninety 

### (90) days afterthetermination 

### of this Agreement, each Parly 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 extentthat the 

### Confidential Information is necessary 

### for the continued administration and operation

### of such Parfy's programs 

### or is reasonably necessary

## in connection 

### with the resolution

## of any dispute between the Parties. 

# 24.3 Each Party acknowledges and agrees that 

### in the event 

### of any breach 

### ofthis Section 24, the

### Affected Party shall be irreparably and immediately harmed and could not be made



### 2t

### whole 

### by monetary 

### Damages. Accordingly, 

## it is agreed that, 

### in addition 

### to any other remedy 

### at law

### or in equity, the Affected Parly shall 

### be entitled

### to an injunction or injunctions 

### (without the posting 

### of any bond and 

### without proof

### of actual Damages) to prevent breaches 

### or threatened breaches 

### of this Section

### 24 and/or

### to compel specific performance ofthis Section 24. 

# 24.4 The confidentiality obligations 

### of the Parties under 

### this Section 

### 24 shall survive the Termination Date of this Agreement for a period of five (5) years. 

# 25. 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 

### JAL andJETBLUE may assign, subcontract or delegate any 

### of its rights, duties or obligations underthis Agreement to any 

### of its

### Affiliates providedthat such assignment and/or delegation shall not relieve 

### JAL and JETBLUE of any

### of its obligations under this Agreement. 

# 26. 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 

### ofthisAgreement nor the legality, 

### validity 

### orthe enforceability 

### ofsuch provision underthe law 

### ofany otherjurisdiction; unless, in 

### the reasonable 

### opinion

## of either Party,

### any such severance

### affects 

### the commercial basis

## of this Agreement, inwhich 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

### to maintain 

### the balance 

### of the commercial interests 

### of the 

### Palties. 

### 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 thisAgreement by giving at least

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

# 27. NON-EXCLUSIVITY 

# 27.1 This Agreement is non-exclusive and does not preclude either Party from entering into or maintaining marketing relationships, 

### including Codeshares 

### with other airlines, except 

### with respect to

### JAL's existing cooperation with American Airlines, asoutlined 

### in Section 28. 

# 27.2 For further 

### clarity, nothing 

### inthis Agreement confers any right on either Party to restrict the other Party's 

### ability: 

# (a) to maintain 

### or change rates, fares, 

### tariffs, services, 

### distribution and marketing methods, competitive strategies or similar matters; 

# (b) to engage invigorous and

### full competition 

### with each other or other entities; and 

# (c) to do business, or choose notto do business, 

### with other entities'

2229. 

### FURTHER ASSURANCES



# 2g.l Each 

### Party shall performsuchfurther 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 

### bythe other to carry out and effectuate the purposes ofthisAgreement. 

# 29.2 If andto the extent thetransactions 

### or activities contemplated bythis Agreement require the cooperation 

### or participation 

### of an

### Affiliate that is not a party hereto, then 

### its Parent 

### Carrier shall cause

### such

### Affiliate 

## to cooperate

### or participate 

## in such transaction or 

### activity. Without 

### limiting thegenerality of the foregoing, 

### if such

### Affiliate operates as an Operating 

### Canier 

### 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 

### itto comply 

### with 

### all obligations imposed 

### on an Operating Carrier hereunder as

### if such 

### Affiliate were a party hereto. The Parent Carrier shall be

### jointly and severally obligated 

### and liable 

### with such 

### Affiliate for 

### all such 

### obligations, including, 

### without limitation, 

### the indemnity and insurance requirements 

### of this Agreement. In addition, the Parent Carrier shall cause such

### Affìliate to perform such acts and execute and deliver suchfurther 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 to become a party to this Agreement.


### 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 

### (includingthe Existing 

### Agreement). 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 

### bethat

## of independent contractors. Neither Party is intended to have, and neither 

### ofthem 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 

### bythis 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 

### JAL or JETBLUE 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 

### modiff in anyway the transactions 

### or relationships contemplated 

### in this 

### Agreement. However, 

### neither

### JAL nor JETBLUE 

## will have 

### any obligation, 

### for any reason, to effect such an amendment. 30.

24

# 30.4 All rights, remedies and obligations 

### of the Parties hereto shall accrue andapply solely to the Parties hereto andtheir permitted successors and assigns; there is no intent to benefit anythird-parties, including the creditors of either Party. 

# 30.5 This Agreement may be executed and delivered 

### bythe Parties 

### in separate counterparts, each ofwhich when so executed anddelivered shall be anoriginal, but all ofwhich taken together shall constitute one and the same instrument. 

# 30.6 No failure 

### to exercise and 

### no delay 

### in exercising, 

### onthe part 

### of any Parfy, any right, remedy, power 

### or privilege hereunder, shall operate as awaiver thereof; 

### nor sh4ll any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other 

### or further exercisethereof 

### or 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 astrict 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, butthe same shall continue and remain 

### in

### full force and effect. 

### No waiver 

### by any Pafty 

### of any term 

### or provision 

### of this Agreementshall be deemedto have been made unless expressed in

### writing andsigned by such Party. 

# 30.7 This Agreement is the product 

### of negotiations between 

### JAL andJETBLUE, and shall be construed as 

### ifjointly 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 thedrafting Party, or similar doctrine. 

# 30.8 Although translations

### ofthis Agreement may be made 

### into any other language 

### for the convenience 

### ofthe Parties, the English language version

### will govern 

### for all purposes

### of the interpretation and performance 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 failureto perform under 

### thisAgreement, even 

## if such 

### Party knew 

### or should have 

### known 

### of the possibility thereof, and each 

## Pafi hereby releasesandwaives 

### any claims against 

### the other Parly regarding such Damages. FOR 

### THE AVOIDANCE OF 

### DOUBT, THE PARTIES AGREE 

### THE FOREGOING 

### SHALL 

## NOT 

## LIMIT

# A PARTY'S OBLIGATION

## TO INDEMNIFY 

## THE OTHER IN 

### ACCORDANCE

### WITH SECTION 

### 16 FOR DAMAGES AzuSING 

### OUT 

### OF OR 

### RELATING TO

### A CLAIM, SUIT OR CAUSE OF

### ACTION BYA THIRD PARTY.

25

# 3I. 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 

### inwriting, shall be addressed as provided below and shall be considered as properly given and received: 

### (i) when delivered, 

### if delivered 

### in person (and asigned acknowledgment of receipt is obtained); 

### (ii) three 

### (3) Business 

### Days after dispatch, 

## if dispatched 

### by a recognized express delivery servicethat provides signedacknowledgments of receipt; 

### (iii) seven (7) Business Days after deposit in the applicable 

### postal service

### delivery system; 

## or (iv)

# if transmitted

## by facsimile, upon completion

### of transmission and upon confirmation by the sender (by atelephone call to a Representative of the recipient
or by machine confirmation) that thetransmission was received. For the purposes of notice, the addresses 

### of the Parties 

### shall be asset

### forth below; provided, however, 

### that either 

## Pafi 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 setforth above.


### If to JetBlue Airways Corporation: 27-01 Queens Plaza 

### North Long Island City, 

### NY 11101 United StatesofAmerica 

### Attention: Director, Alliances 

### &Airline Partnerships Facsimile: 

### + 1718-709-3631 Telephone: 

### + 

## I 718-286-7900


### with acopy to: 27-01 Queens PlazaNofth Long Island City, 

### NY 

## l1l0l United States of America 

## Attention: GeneralCounsel 

### Facsimile: + 

## I 718-709-3631 

### Telephone: 

### + 

## I 718-286-7900


### If to Japan

### Airlines Co., Ltd.: 4-1

### l, Higashi-shinagawa 2-chome Shinagawa-ku, 

### Tokyo 140-8637 Japan 

### Attention: VP International Relations and Alliances 

### Facsimile: 81-3-5460-5906 Telephone: 

### 8l -3-5460-307 7



### lremainder of page 

### left intentionally blankl

26

## IN WITNESS WHEREOF, the Parties have caused 

### this Agreement 

## to be 

### duly executed and

delivered by 

### their proper and 

### duly authorized offrcers, as

### of the 

### Effective Date.



### JAPAI\I 

### AIRLINES CO.,

# LTD. JETBLUE AIRWAYS CORPORATION 

# By: lsl 

# By: lsl



## Name: Tsutomu 

### Ando 

## Name: Robin Hayes


# Title: Executive Officer 

## -

# International Title: ExecutiveVice President

## &

Relations and

# Alliancet chief commercial

### officer

Attachments: 

### Appendix 

### I

## - Definitions 

### Annex 

### I

## - Codeshared Routes 

### Annex 2

## - Codeshared Routes

## - Additional Routes 

### Annex 3

## - Reservations Procedures 

### Annex 4

## - Passenger 

### Handling Procedures

27

### APPENDIX 1

### - 

### DEFINITIONS

"Affected 

### Party" has the meaning assigned to suchterm 

### in Section 24.1.


### "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. 

### "Agreement" has the meaning assigned in the preamble tothisAgreement.


### "Airline Guides" means the printed and electronic dataversions 

### of the 

### "Official Airline Guide" andthe 

### "ABC World Airlines Guide," andtheir respective successors. 

### "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 andthe rules, regulations, orders or 

### like actions of any Competent 

### Authority andthe interpretations, licenses, and permits 

### of any Competent Authority.

"Assessment" has the meaning assigned to such term in Section 18.6.


### "ATPCO" means the

### Airline 

### Tariff Publishing Company.


### "Authorized 

### Affiliate" means

### with respect 

### to

## JAL, JAL Express 

### Co., 

### Ltd,J-Air Co., 

### Ltd., Japan Transocean 

### Air Co., Ltd., Ryukyu 

### Air Commuter Co., Ltd., and Japan

### Air Commuter Co., Ltd.

'oBusiness 

### Day" means any day other than a Saturday, Sundayor other day inwhich banking institutions in New York, 

### NY, USA, orTokyo, Japan, are required by law, regulation or executive orderto be closed.


### "Carrier Code 

### Box" means 

### (i) for paper tickets, the

### field containing thetwo character airline designator code asdefined 

### in IATA Resolution 

### 727,

### or 

## (ii) for electronic 

### (or e-) ticketsthethree alphanumeric characters contained 

### in the "Sold

### Airline Designator 

### (Marketing Carrier)" 

### field as 

### defined

### in IATA Resolution 722f. "Change of 

### Control" has the meaning assigned to such term 

### in Section 15.2 

### (fl.


### "Code" means

### the

### two 

## (2) character 

### identifier assigned 

## toa canier 

### by 

## IATAfor the purpose

### of exchanging interline carrier messages in accordance with 

### AIRIMP procedures.


### "Codeshared 

### Flight" means

### aflight onwhich both Parties have placed 

### their respective Codes, as defined in Section 2.1 and

### Annex

## l.

"Codeshared Routes" or 

### "Routes" means thecity-pair markets set out in

### Annex

## l.

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


### "Committee" has the meaning assigned to such term 

### in Section 19. 

### "Competent 

### Authorities" means any supranational, national, federal, state, county, local, regulatory or municipal government body, bureau, commission, board, board 

### of arbitration, instrumentality, authority, agency, couft, department, inspectorate, minister, ministry, 

### official or public or statutory person (whether autonomous or not) having

### jurisdiction overthisAgreement or either Party.



### APPENDIXI-1

### "Conditions 

### of Carriage" means those conditions 

### of contract 

### tariffs and rules 

### of carriage 

### of a Party that

govem thetransport

### of passengers 

### traveling on tickets showing such Party's Code 

### in the Carrier Code Box 

### ofthe 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 andconditions ofthis Agreement andany 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 Parfy whose information is being disclosed; 

### (iii) information that isor 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,withoutviolating any 

### of its obligations under this Agreement. 

### "Control" (which shall be deemed 

### to refer interchangeably

### to "Controlling", "Controlled

### by" and 

### "under Common Control 

### with") shall mean the power of any other Person or Persons acting as agroup, directly or indirectly, to direct or cause the direction of the management and policies of a Person or entity, whether through the ownership of voting securities or by contract or otherwise.


### "Courts" hasthe meaning assigned to such term 

### in Section 21.5.


### "CRS" means acomputerized reservations system owned or operated by any entity, including either 

## Pafi 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. 

### "Dâmages" means 

## all third party claims, 

### suits, causes 

## of action, liabilities, judgments, demands, recoveries, awards, settlements, penalties, frnes, losses and expenses

### of any nature 

### or kind whatsoever (including, 

### without limitation, internal expenses 

### of the Indemnifìed 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 intort, contract, underthe Warsaw Convention, as amended, or the Montreal Convention 

## of 1999, as amended, and related instruments 

### or otherwise), including reasonable costs and expenses

### of investigating, preparing 

### or defending any 

### claim, suit, action 

### or proceeding 

### (including post judgment andappellate proceedings or proceedings that are incidental to the successful establishment of a right 

### ofindemnification), such as reasonable attorneys' fees andfeesfor expert witnesses, consultants and litigation support services. 

### "Disclosing 

### Party" has the meaning assigned to suchterm in Section

### 24.l.
"Dispute" hasthe meaning assigned to such term in Section 21.2.


### "Effective Date" has the meaning assigned to suchterm 

### in Section 15.1.

"Excusable 

### Delay" has the meaning assigned to suchterm in Section 20. 

### "Existing Agreement" hasthe meaning assigned inthe preamble to thisAgreement.



### APPENDIXl-1

### "Frequent Flyer Participating 

### Carrier Agreements" means the agreements, fromtimeto time, between the Parties relatingto the participation of one Party inthe other Party's frequent flyer program.


### "Governmental 

### Approvâls" means any authorizations, licenses, certificates, exemptions, designations,
or other approvals 

### of Competent Authorities that are reasonably required 

### (in the opinion 

### of either Parfy) for the operation of the Codeshared Flights.


### "IATA" means the Intemational

### Air Transport Association. 

## "IATA Clearing House" means the clearing house established 

### by 

### IATAto administer and implement
revenue settlement by reference to the Revenue Accounting Manual published by 

### IATA.


### "IATA PMP" hasthe meaning assigned 

### in Section 6.3(a). 

### "Implementation Date" meansthe date of the

### first codeshare service operated under this Agreement.


### "Inadmissible Passengers" has the meaning defined in 

### IATA Resolution 701, asmodified, supplemented
or amended from timetotime.


### "Indemnification Notice" hasthe meaning assigned to such term 

### in Section 16.3.


### "Indemnifïed 

### Party" hasthe meaning assigned to such term in Section 16.3. 

### "IndemniSing Party" has the meaning assigned to such term in Section 16.3. 

### o'Interline Service 

### Charge" means the payment bythe carrier 

### lifting theticket to the Ticketing Carrier, according

### to the industry program

### for compensation 

### for the 

### Ticketing Carrier's commission sales costs currently setforth 

## in IATA Passenger Services Conference Resolutions 780b and 780d.


### "IOSA" hasthe meaning assigned to suchterm 

### in Section 10. I

. UJAL" hasthe meaning assigned inthe preamble tothis Agreement. 

### "Marketing 

### Carrier" means the 

### air carrier whose Code 

### is shown 

### in the Carrier Code 

### Box 

### of a

### flight coupon for aCodeshared Flight butwhich 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 parfy 

### for travel on a Codeshared 

### Flight showing the 

### Marketing Carrier's Code 

## (i) in the carrier code 

### box 

## in the case

## of a paper 

### ticket, and

## (ii) in the transporting carrier 

### field in the case 

### ofan electronic ticket. 

### "Marketing 

### Carrier Indemnified 

## Pafi" has the meaning assigned to suchterm 

### in Section 16. 1

. 

### "Marketing Carrier Reviews" has the meaning assigned to suchterm in Section 10.4. 

### "Marketing 

### CarrierTicket" means 

### a

### ticket issued 

### by the Marketing Canier, Operating Carrier 

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

### "Marketing Flight(s)" means a Codeshared 

### Flightwhen displayed, sold, or referred 

### to asa

### flight of the 

### Marketing Carrier rather 

### than

### aflight 

### of the Operating 

### Carrier, such as

### when using

### the Marketing Carrier's name, designator Code and/or 

### flight number.



### APPENDIXI-I

### '6Marks" meanstrademarks, 

### trade names, 

### service marks, logos, emblems, symbols 

### or other brand

identifiers 

### ("Marks")


### "Mutual Emergency Assistance 

### Agreement" means

### the agreement between 

### the Parties 

### relating to provision of assistance by one Party tothe other Party inthe eventof aircraft emergency. 

### "Operating 

### Carrier" means 

### the

### air carrier having operational 

### control

### of an

### aircraft used

### for a given Codeshared Flight. 

### "Operating 

### Carrier Indemnified 

### Party" hasthe meaning assigned to such term 

### in Section 16.2.


### "Parent

### Carrier" means 

### JAL orJETBLUE, when referenced 

### in relation 

### to another carrier that is not a parfy tothisAgreement and towhich 

### JAL orJETBLUE, asapplicable, is

### Affiliated. "Part¡r" or 

### "Pârties" means either or both of JAL and JETBLUE, asthe context requires. "Payee" hasthe meaning assigned to such term 

### in Section 18.4. 

### "Payor" has the meaning assigned to suchterm in Section 18.4.


### "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 subdivisionof agovernment.
ooPlanned 

### Delay 

## or Cancellation" means

## a delay 

### or cancellation 

## of a Codeshared 

### Flight 

### by the Operating Carrier 

### for any reason,which delay or cancellation is known to the Operating 

### Canier prior to the day ofscheduled departure 

### ofsuch Codeshared Flight.


### "Procedures 

### Manual" means adetailed procedures manual prepared by the Parties 

### for implementing the transactions contemplated bythis Agreement. "Representatives" hasthe meaning assigned to such term in Section 24.1.
o'Reservations System" means the intemal 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 issuetickets or airwaybills.


### "Rules" hasthe meaning assigned to suchterm 

### in Section 21.4.


### "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, excisetaxes,transactional taxes, exchange 

### control taxes and/or fees,and interest and penalties relatedto theforegoing, but excludingTicket Taxes,that may be imposed by any Competent 

### Authority


### "Termination Date" means 

### 23:59 Coordinated 

### Universal Standard 

### Time 

### on the effective date

### of terminationofthisAgreement. 

### "Ticketing 

### Carrier" means acarrier whose

### traffic documents are usedto issue aticket.



### APPENDIXI.I

### "Ticket Handling Fee" meansthe payment 

### bythe carrier 

### lifting the 

### ticketto theTicketing Carrier 

### for expenses incurred as a result

### of issuing the

### ticket. Such payment is a percentage, agreed upon bilaterally bythe Parties, 

### ofthe prorated value 

### billed bythe carrier that lifted the ticket.


### "Ticket Taxes" means any transactional taxes or passenger 

### facility charges, including, without limitation, sales taxes, usetaxes, stamp taxes, excise taxes,value added taxes, gross receipts taxes, departure taxes, surcharges and

### traveltaxes, and

### all related charges, fees, licenses 

### or assessments (and 

### any interestor 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 curency of the United States ofAmerica.



### APPENDIXI.I

### ANNEX 1 

### 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 dates as mutually agreed bythe Parties, subject to obtaining

### all Governmental 

### Approvals. In the event that 

### all Governmental Approvals have not been obtained by the respective date as mutually agreed 

### by the Parties

### for some 

### particular Codeshared Route(s), then 

### the implementation date

### for each such Codeshared Routeshall occur 

### at a later date as 

### mutually agreed 

### by the Parties, but 

### not later than one hundred and eighty (180) days after the date

### all Governmental Approvals are received by the Parties

### for each such Codeshared Route.

Codeshared Routes 

### Airport Code Oneratins 

### Carrier

North America Routes: Between NewYork/Kennedv and 

### JFK

Buffalo BUF JetBlue Burlinston BTV JetBlue Charlotte CLT JetBlue Fort Lauderdale 

### FLL JetBlue HoustonÆIobbv HOU JetBlue Washineton/Dulles 

### IAD JetBlue Jacksonville JAX JetBlue Orlando MCO JetBlue New Orleans MSY JetBlue West Palm Beach PBI JetBlue Portland, ME PWM JetBlue Rochester ROC JetBlue Fort Mvers RSW JetBlue Sarasota SRO JetBlue Syracuse SYR JetBlue Tamoa TPA JetBlue

Between Boston/Loean and BOS

Austin AUS JetBlue Buffalo BUF JetBlue Baltimore BWI JetBlue Charlotte CLT JetBlue Washinøon/Ronald Reasan DCA JetBlue Fort Lauderdale FLL JetBlue Washinston/Dulles 

### IAD JetBlue Jacksonville JAX JetBlue Orlando MCO JetBlue New Orleans MSY JetBlue Pittsbursh PIT JetBlue Raleieh Durham RDU JetBlue West Palm Beach PBI JetBlue Richmond RIC JetBlue Fort Mvers RSV/ JetBlue Sarasota SRO JetBlue Tampa TPA JetBlue



### ANNEX 1_ CODESHARED ROUTES

### ANNEX 2 

### CODESHÄRED ROUTES -

### ADDITIONAL ROUTES

The Parties shall 

### mutually designate certain Codeshared Routes listed below on 

### which the Parties may place

### their respective Designator Codes, 

### taking into consideration 

### the bilateral, regulatory, operational 

### and commercial 

### environments. 

### The implementation date 

### onwhichthe Codeshared 

### Flights 

### will

commence on each Codeshared Route shall bedetermined mutually bythe Parties.

Codeshared Routes 

### Airoort Code Ooeratins 

### Carrier

NorthAmerica Routes: Between NewYork/Kennedv and 

### JFK

Austin AUS JetBlue Boston BOS JetBlue Denver DEN JetBlue Los Angeles 

### LAX JetBlue Chicaso/O'Hare ORD JetBlue Pittsbureh PIT JetBlue Raleish Durham RDU JetBlue San Dieso SAN JetBlue San Francisco SFO JetBlue

Between Boston and BOS Denver DEN JetBlue Los Angeles 

### LAX JetBlue Chicaso/O'Hare ORD JetBlue San Dieso SAN JetBlue San Francisco SFO JetBlue



### ANNEX 2

## - CODESHARED ROUTES

## - ADDITIONAL ROUTES

# Exhibit 2



### Annex 1

Codeshared Routes 

### Airnort Code 

### operalhe

## tarr!çr

North America Routes: Between New

### York/Kennedv and 

### JFK

Buffalo BUF JetBlue 

### Burlington 

### BTV JetBlue Charlotte 

### CLT JetBlue Fort Lauderdale 

### FLL JetBlue Houston/Hobby HOU JetBlue Washinston/Dulles 

### IAD JetBlue Jacksonville 

### JAX JetBlue Orlando 

### MCO JetBlue New Orleans 

### MSY JetB ue West Palm Beach PBI JetB ue Portland, 

### ME PWM JetB ue Rochester ROC JetB ue Fort Myers RSW JetB ue Sarasota SRO JetB ue Syracuse SYR JetBlue Tamoa TPA JetBlue

Between 

### Boston/Losan and BOS



### Austin AUS JetBlue 

### Buffalo BUF JetBlue Baltimore 

### BWI JetBlue Charlotte 

### CLT JetBlue Washinstor/Ronald Reasan 

### DCA JetBlue Fort Lauderdale 

### FLL JetB ue Washington/Dulles 

### IAD JetB ue Jacksonville 

### JAX JetB ue Orlando 

### MCO JetB ue New Orleans 

### MSY JetB ue Pittsbursh 

### PIT JetB ue Raleish Durham RDU JetB ue West Palm Beach PBI JetB ue Richmond RIC JetB ue Fort Myers RSW JetBlue Sarasota SRO JetBlue Tampa TPA JetBlue

## ExhÍbit 3

Annex 2

Codeshared Routes 

### Airnort Code 

## o¡eraliryla¡rþr

North America Routes: Between New 

### York/Kennedv and 

### JFK

Austin 

### AUS JetBlue Boston BOS JetBlue Denver DEN JetBlue LosAngeles 

### LAX JetBlue Chicaso/O'Hare ORD JetBlue Pittsbureh 

### PIT JetBlue Raleieh Durham RDU JetBIue San Dieso 

### SAN JetBlue San Francisco SFO JetBlue

Between Boston and BOS Denver 

### DEN JetBlue Los Anseles 

### LAX JetBlue Chicago/O'Hare 

### ORD JetBlue San Dieso 

### SAN JetBlue San Francisco SFO JetBlue