Application of

JetBlue Airways Corporation

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 Airways Corporation

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's flights between points in the United States for the purpose of transporting

passengers to and from points served by JetBlue as provided in the 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 of Authorization under Part2l2 of the Department's

regulations to permit JetBlue to display JAL's JL* designator code on JetBlue's flights (a)

between any points in the United States and (b) between any 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 of the

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 of the Agreement that involves a

third airline. Annexes 3 and 4 to the 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 of the Codeshare Agreement).2 JetBlue 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 of this application, JetBlue respectfully states as follows:

1. JetBlue requests a blanket Statement of Authorization 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 of Authorization at this time to provide

it with the flexibility to quickly expand this relationship to additional points (including foreign

destinations), including those listed in Exhibit 3, in the future.

2. JetBlue plans to commence these codeshare services on or about April22,2012

with service on the routes listed in Exhibit 2. For this reason, JetBlue respectfully requests that

the Statement of Authorization requested herein be granted expeditiously and remain in effect for

an indefinite period. JetBlue hereby provides notice of intent to engage in codeshare services

with JAL between open skies points. JetBlue also agrees to notify the Department no later than

30 days before commencing any codeshare services with JAL to 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 of Authorization. 3 JetBlue will be polling this Application and the Joint 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 of various 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 an enhanced 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 system and obtain

additional flow traffic to 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 authority to

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 any other 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 in the near-term consumption of ten (10) million or more gallons

of tuel.

WHEREFORE, JetBlue respectfully requests that the Department issue a Statement of

Authorization authorizing JetBlue to place JAL's JL* designator code on JetBlue's flights (a)

between any points in the United States and (b) between any point or points in the United States

and any point or points in third countries that have Open Skies Agreements with the United

States; that the Department waive its advance notice provisions; and that the Department grant

such other or further relief as it deems appropriate and consistent with the public interest.

5 JetBlue holds certificate authority issued by the Department authorizing it to engage in

scheduled interstate air transportation of persons, property and mail between any points in the

United States, see Order 2000-2-7, as well as certificate authority for foreign 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 air transportation of persons, property and mail serving points

behind Japan, between Japan and the United States via intermediate points, and beyond the

United States. See Japan 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 foregoing Application of JetBlue 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

JETBLUE AIRWAYS CORPORATION
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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 OF THE 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 as of 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 principal office at 27-01 Queens Plaza

North, Long Island City, New York I1101, ("JETBLUE").

AGREEMENT

In consideration of the mutual covenants and promises in this Agreement, JAL and JETBLUE hereby

agree as follows:

1. DEFINITIONS

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

APPENDIX I of this Agreement or where they are elsewhere defined herein (including

the Annexes hereto). Such ascribed meanings shall be equally applicable to both the

singular and plural forms of such terms. JETBLUE and JAL may each be referred to as a

"Pafi" and may collectively be referred to as the "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 that they are inconsistent or conflict with the terms of this

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

2. CODESHARE SERVICE

The Parties shall mutually designate certain flights on which the Parties shall place their

respective Codes (each, a'oCodeshared Flight"), which may include flights operated by

their Authorized Affiliates, serving the city-pairs (each city-pair, a "Codeshared Route")

identified in writing by the Parties from time to time without formally amending this

Agreement. The initial list of Codeshared Routes on which the Parties and their

Authorized Affrliates may codeshare is attached hereto as Annex 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 in writing

between the Parties from time to time, shall be incorporated by reference into and made a

part of this Agreement; provided, however, that the terms of this Agreement shall prevail

1.1

1.2

2.1

2.2
2.3

2.4

2.5

2.6

2.7

in the event of a conflict between a provision of this Agreement and any 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 in the 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 retains the right to determine the service schedules of its

own flights.

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 both the 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

at airports and city ticket offices in locations served by the Codeshared Flights in
order to facilitate travel on the Codeshared Flights, as determined, 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

flights to the Marketing Canier via Teletype 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 departure of an aircraft, 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 in this respect for the convenience ofthe passengers,

equal treatment (including, without limitation, in relation to boarding priority,

accommodation, meals and ground transportation) shall be extended by the Operating

Carrier to Codeshare Passengers traveling in the same class of service and joumey length.

In the event of an aircraft's substitution by the Operating Carrier which results in the need

to deny boarding to any passenger, the Parties agree to prioritize for acceptance on the

affected flight those passengers who are connecting to or from 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 (twenty four)

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 their final 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¿ìssengers and their baggage (such as without limitation, refreshment at the 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 right to substitute an alternative aircraft type of its own fleet, for any reason, in

J.J

3.4

3.5

3.6
3.7

its sole discretion. In such case, the Operating Carrier shall use its best efforts to select

and provide a substitute aircraft of equivalent size.

Subcontracting by the Operating Carrier to a third party except Affiliates is subject to

prior written 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

maintain throughout the term of this Agreement, to expedite the sale of seat inventory on

the Codeshared Flights. Detailed procedures for implementing and maintaining seat

inventory access are contained in the Procedures Manual.

4.2 The Parties will map inventory classes of the Marketing 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 seat inventory 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 as the 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 and the United States of Americ4 on the one hand,

and the govemments of any country to 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 by the 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 is a flight of and operated by the Operating Carrier. Such

information shall be given before a reservation is made and in any event at the earliest

reasonable opportunity and before the passenger arrives at the airporÇ in accordance with

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

implement procedures to disclose the Operating Canier and the appropriate departure and

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

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

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

airline schedule information using the Marketing Carrier's Code. Any costs incurred for

the publication of Marketing Flights or connections to and from such flights in Airline

Guides, CRSs, Reservation Systems and other sources of airline schedule information

shall be borne by the Marketing Carrier. Each Party shall include the Codeshared Flights

in its Reservations Systems.

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

local Codeshared Route, the Marketing Carrier shall file its standard schedule data for the

Codeshared Flights on such Codeshared Route using the 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 and advertising materials produced with the aim

of promoting the Codeshared Flights shall clearly identify both Parties. All joint

advertising and promotion of the Codeshared Flights shall be subject to prior agreement

between the Parties and the costs of such joint advertising and promotion shall be shared

based on prior agreement.

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 with all applicable laws, rules and regulations.

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

Party, or by third parties with whom the Parties from 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

as follows:

The Operating Carrier shall bill uplifted coupons to the Ticketing Carrier using

the normal interline settlement process of 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 have an 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

Carrier that issued a Marketing Carrier Ticket but is unable to obtain satisfactory

settlement, the Marketing Carrier shall assist the Operating Carrier in settling

such account but shall not be liable for any losses incuned due to an

unsatisfactory settlement.

The Ticketing 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 or the Operating Carrier (or an Affiliate of the

Marketing Carrier or the Operating Carrier, as applicable) is the Ticketing Carrier, no

Interline Service Charge and/or Ticket Handling Fee shall apply.

To support interline billing by the Operating Carrier to third-parties and involuntary

rerouting and refunding of Marketing Carrier Tickets by the Operating Carrier, the

Marketing Carrier hereby waives endorsement requirements for the Operating Carrier

with respect to all Marketing Canier Flight Coupons, including: (i) all Marketing Carrier

Flight Coupons for use on Codeshared Flights operated by JAL, issued on JETBLUE -

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 by JETBLUE, issued on JAL - JL (l3l) ticket stock, or on other ticket stock, but

naming JAL in the Carrier Code Box. Unless otherwise agreed in writing by the Parties,

such waiver shall be effective thiffy (30) days before the Implementation Date, and shall

remain in effect for ninety (90) days after the Termination Date of this Agreement to

facilitate the reaccommodation of any Codeshared Passengers ticketed for travel after the

Termination Date.

Differences that may appear after the billing process has been completed shall be

rectified by written correspondence or a meeting between the Parties.

6.4

6.5

6.6

7. FACILITIES
The Parties acknowledge the importance of maintaining functional and accurate signs

identifoing the Operating Canier and the Marketing Carrier, as appropriate, to facilitate

passenger convenience and to avoid passenger confusion at airports served by the

Codeshared Flights. The Parties shall cooperate on the placement ofsuch signs, subject

to the approval 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 to facilitate the Codeshared

Flights and operations at airports served by the Codeshared Flights, including

reservations and ticket offices, and other points of contact between the Parties and the

public. This training shall include 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 any training materials (except trade secrets and legal advice)

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

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

materials.

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

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

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

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

used for the physical screening of passengers, baggage or cargo, interviewing of

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

9.3 The checking of the travel documents of each Codeshared Passenger and the handling of

Codeshared Passengers who are Inadmissible Passengers (as such term is defined in

IATA Resolution 701, as modified, supplemented or amended from time to time) shall be

done in accordance with the procedures outlined in the Procedures Manual.

SAFETY AND MAINTENANCE

l0.l Implementation of this Agreement shall be subject to the successful completion by JAL

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 have sole responsibility for the maintenance of its leased and

owned aircraft, and for other equipment used in connection with the Codeshared Flights.

Maintenance of such aircraft and equipment must, at a minimum, comply with the

standards imposed by the relevant aeronautical authorities.

10.4 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 as to avoid

disruptions to the Operating Carrier's operations. Such reviews will be limited to areas

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

under this Agreement. NOTWITHSTANDING THE FOREGOING, THE

MARKETING CARRIER DOES NOT UNDERTAKE ANY 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 OF THE MARKETING CARzuER FOR THE OPERATING CARRIER'S

OPERATIONS.

1 1. FREE AND REDUCED RATE TRANSPORTATION

Unless otherwise provided by relevant agreements between the Operating Carrier and other parties,

including the Marketing Carrier, neither the Marketing Carrier, nor the Operating Carrier, nor any third

party, shall be entitled to ticket industry non-revenue or discounted (i.e., agency discount, industry

discount, etc.) travel on the Marketing Flights, and the Operating Canier shall not honor any Marketing

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

Carrier's expense.

12. TRADEMARKS AND CORPORATE IDENTIFICÄTION

12.1 Except as provided in this Agreement:

(a) JAL shall not use the JETBLUE Marks; and ,

(b) JETBLUE shall not use the JAL Marks,

without first obtaining the written approval of the other Party, and each Party shall

comply with any directions of the owningParty in relation to any approved use.

12.2 JAL acknowledges and agrees that it has no right, title or interest in the JETBLUE Marks

nor any part thereof. JETBLUE acknowledges and agrees that it has no right, title or

interest in the JAL Marks nor any part thereof. The logos, trade marks and trade names

of each Party will remain at all times the applicable Party's exclusive property.
13.

12.3 Each Party agrees that should any right, title to or interest in the other Party's logo or any

other part thereof, or in any copyright or trade mark of the other Party become vested in it

(by operation of law or otherwise) by reason of this Agreement, it will hold the same in

trust for the other Party and shall, at the request of the other Party, forthwith

unconditionally assign any such right, title or interest to the other Party, or as the other

Party may otherwise direct.

REPRESENTATIONS AND WARRANTIES

l3.l Each of JAL and JETBLUE hereby represents and warrants to the other as follows:

(a) It is a duly incorporated and validly existing corporation, in good standing under

the laws of its jurisdiction of incorporation; is an air carrier duly authorized to act

as such by the government of its country of incorporation; and has the requisite

corporate power and authority to enter into and perform its obligations under this

Agreement. The execution, delivery, and performance of this Agreement by it

have been duly authorized by all necessary corporate action. This Agreement has

been duly executed and delivered by it, and, assuming due authorization,

execution, and delivery by the other Party hereto, this Agreement constitutes its

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

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

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

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

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

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

or regulation binding on 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 a whole, or on its

ability to perform this Agreement.

(c) The execution, delivery and performance by it of this Agreement do not require

the consent or approval of, or the giving of 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 Person or 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 in this 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 endeavor to 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) days of the Effective Date,

or if all of such Governmental Approvals are given with substantial unfavorable

restrictions or conditions (each Party to determine in its sole discretion the reasonableness

of such restrictions or conditions), the Parties shall negotiate in good faith to find an

equitable solution to enable the commencement of the Codeshared Route(s). If a solution

cannot be formulated within ninety (90) days following commencement of such

negotiations, either Party may terminate this Agreement upon 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 to the Parties' execution of

the Mutual Emergency Assistance Agreement.

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

terminated as follows:

(c)

at any time 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 or warranty of this Agreement (other than a breach of a payment

obligation under Section 6 of this Agreement or the failure to otherwise pay any

sums due pursuant to this Agreement), including a failure to comply with any

material obligations and procedures set forth in the Procedures Manual, provided

that the non-breaching Party provides the breaching 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 the failure to otherwise pay any sums due to the

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

non-breaching Party provides the breaching 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 as they become due;

(iii) has suspended (as declared by a clearing house) its transactions with banks

and/or other financial institutions or proposes or commences a moratorium upon

or extension or composition of its debts; (iv) has issued against it any writ,

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

effect on it and that is not dismissed, satisfied or stayed within sixty (60) days; 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 due to Force Majeure

as defined in Section 20); or

by either Party upon no less than ninety (90) days' and not more than four (4) full

IATA traffic seasons' prior written notice in the event the other Party undergoes

a Change of Control or becomes involved in a transaction which if consummated

will result in a Change of Control; provided that the right to give notice to

terminate with respect to such Change of Control shall begin upon the earlier of

(i) public announcement of a binding agreement of the subject Party which if

consummated will result in a Change of Control, (ii) public announcement of the

recommendation of a transaction by the subject Party which if consummated will

result in a Change of Control, or (iii) the occurrence of a Change of Control, and

expire on the ninetieth (90th) day following consummation of such Change of

Control. Each Parly undertakes to promptly notifu the other in writing of an

occurrence ofany ofthe events specified in this 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%) of the voting

equity of the surviving entity or direct or indirect parent of the surviving entity

and, if the Party is not the surviving entity, the surviving entity assumes in

writing all of the obligations and responsibilities of the Party under this

Agreement; (2) sells or otherwise transfers all or substantially all of its assets to

any other Person or entity except to an Affiliate of such Party; (3) if a third party

(or third parties acting as a group), except for an Affiliate of a Pafty, acquires

thirly percent (30%) or more of the Party's or the Party's direct or indirect

parent's voting equity in one or more transactions; or (4) if a third par-ty airline

(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 the direct or indirect parent of a Party; provided that the disposition of

JAL shares by the 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 of this Agreement immediately by giving written notice to the other

Parfy in the event that it has reason to suspect or believe or in the 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 a Codeshared Flight or Codeshared Route; or

(ii) the other Parly has received from any relevant Competent Authority

notice that it has failed 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 by the Operating

Carrier for 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 in the United States of Americ4 respectively.

If a Party suspends this Agreement pursuant to this Section, as soon as the reason for the

suspension no longer exists, it shall notiff the other Party and this Agreement will

recommence within thirfy (30) days after the date of such notice under the same terms

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

15.3 In the event of suspension or termination of this Agreement, the Marketing Carrier shall,

in its sole discretion, unless termination is pursuant to Section 15.2(-Ð , 

take all reasonable

actions to confirm and preserve reservations on the 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 but giving effect to the revenue settlement methodology

provided for in Section 6 of this Agreement.

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

Section 15.2(d) or 15.2(e). the Operating Carrier, in its sole discretion, may decline any

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

t2
16.

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 is the Operating Carrier (or whose Authorized

Affiliate is the Operating Canier) shall indemni$, defend, and hold harmless the

Marketing Carrier and its Affiliates and their respective directors, officers, employees

and agents (each individually a, or collectively the, "Marketing Carrier Indemnified

Party") from and against any and all Damages arising out of, caused by, or occurring in

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

with) any of the following:

(a) the death of or injury to or delay of persons, or delay or loss of or damage to

property (including aircraft., equipment, baggage, mail or cargo) occurring while

such persons or property are under the control or in the custody of, or being

transported by, the Operating Carrier (including, for the avoidance of doubt,

Damages arising out of the death of or injury to Codeshared Passengers traveling

on Marketing Carrier Tickets;

(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 representations or warranties set forth

in Section 13 of this Agreement; or

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

Operating Carrier's logos, trademarks, service marks or trade names.

PROVIDED THAT, the Operating 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 Party that is the Marketing Canier (or whose Affiliate is

the Marketing Canier) shall indemnif, defend, and hold harmless the Operating Carrier

and its Affiliates and their respective directors, officers, employees, and agents (each

individually an, or collectively the, "Operating Carrier Indemnified Party") from and

against any and all Damages arising out of, caused by, or occurring in connection with

(or alleged to arise out of, be caused by, or be occurring in connection with) any ofthe

following:

(a) the death of or injury to or delay of persons, or delay or loss of or damage to

property (including aircraft, equipment, baggage, mail or cargo) occurring while

such persons or property are under the control or in the custody of, or being

13
transported 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 under this 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 on the Marketing Carrier's failure to properly issue,

deliver and complete transportation documentation in accordance with the

provisions of the standard IATA or other applicable ticketing procedures,

including, without limitation, the failure to put a proper notice of the limits of

liability under the Warsaw Convention, as amended, or the Montreal Convention

of 1999, as amended, on such documentation (it being understood that in

ticketing Codeshared Passengers, the Marketing 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 or trade names.

16.3 A Party (the "Indemnified Party") that believes it is entitled to indemnification from the

other Party (the "Indemni$ing Party") pursuant to the terms of this Agreement with

respect to a claim for Damages (i.e., a third-party claim) shall provide the 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 extent that such failure 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 or to settle

any such third-parly claim. The IndemnifuingParty shall have the right to elect to settle

any such claim for monetary Damages only, subject to the consent of the Indemnified

Party; provided, however, if the Indemnified Party fails to give such consent to a

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

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

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

matter, the Indemniffing Pafi's liability hereunder shall be limited to the amount of any

such proposed settlement. If the Indemnifuing Party fails to take any action against the

third-party claim that is the subject of an Indemnification Notice within thirty (30) days

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

indemnify the Indemnified Parly in connection therewith, the Indemnified Party may,

t4
17.

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 as set 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 a third-party claim to which the Indemnifying Party has an

indemnity obligation without the prior written consent of 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 any obligations hereunder. In addition, even if the Indemnifying

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

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

to elect to settle or 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

in the 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 Party from

and against any and all Taxes (as defined in Appendix l), or Assessments (subject to the

terms of Section 19.6), as the 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 any transaction or activity contemplated by this Agreement.

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 with Article

16.1. However, the Marketing Carrier shall not admit any liability, negotiate, make

suggestion or promise of any amount, or settle such claims without having obtained prior

consent from the Operating Carrier. In case of a passenger's death or bodily injury, the

Operating Carrier and the Marketing Carrier agree to make an adequate advance payment

in accordance with applicable laws and custom, with close coordination each other.

16.7 The rights and obligations of the Parties under this Section 16 shall survive the

Termination Date of this Agreement.

INSURANCE

17.1 The Operating Carrier shall procure and maintain for the benefit of the Marketing Carrier

during the term of this Agreement with insurance carriers of known 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

t5
18.

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 a provision stating that the Operating Carrier's policy or policies are

automatically amended to comply with the laws and regulations of any local,

federal, or other governmental authority having jurisdiction over aircraft operated

by the Operating Carrier, (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 combined single limit of liability of not

less than USD $1,000,000,000 per any one occurrence for each aircraft, including

bodily injury, death, personal injury, 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 subject to an annual aggregate limit.

(c) Hull all risk insurance, including war risk, and such policy shall include a waiver

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

specified in Section 1 6.1 .

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, and thereafter 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 is or 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 is athibutable to it in connection with the sale of air transportation pursuant

to this Agreement.

18.2 The Party that acts as the Ticketing Carrier in respect of any particular transaction shall

collect, except as otherwise prohibited by law, all Ticket Taxes relating to tickets sold or

travel documents issued by it with respect to air transport pursuant to this Agreement.

The Parties hereby agree as follows:

l6
The 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.

The Ticketing Carrier shall collect any interlineable Ticket Taxes levied in

connection with the sales of the Codeshared Flights. If the Ticketing Carrier is

the Marketing Canier or a third-party, the Operating Carrier shall report and

issue a debit invoice to the Ticketing Canier through the IATA Clearing House

for any interlineable Ticket Taxes in connection with the sales of the Codeshared

Flights. The Operating Carrier shall remit to taxation authorities all such

interlineable Ticket Taxes.

(c) The Operating Carrier may bill the Ticketing Carrier for any Ticket Taxes due or

payable on or measured by passenger enplanement and payable or remittable by

the Operating 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

law from 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

such Ticket Taxes so prohibited by law and shall 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 so that procedures can be implemented to collect such Ticket Taxes

from the passenger.

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

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

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

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

the Payee shall be exclusive of such withholding, provided however, that the Payor shall

inform the Payee in writing with at least forty five (45) days' advance notice of its intent

to withhold the Taxes and the legal basis for such withholding. The Payor shall inform

the Payee:

(a) within fifteen (15) days of receipt by the Payor of any directives that may be

given to the Payor by such taxation authority; and

(b) within fifteen (15) days of payment by the Payor to the relevant taxation

authority of the amounts withheld by Payor.

18.5 In the event the Payor is required to withhold taxes under the procedures of Section 18.4,

the Payor shall provide to the Payee within thirry (30) days of such withholding a tax

receipt and copies ofany support for the payment as may be necessary to support a claim

by the Payee of a foreign tax credit under Applicable Laws.

(a)

(b)

(d)

t7
18.6 If either Party receives notice from any taxation authority with respect to any assessment

or potential assessment or imposition of any Tax (collectively, an "Assessment") relating

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

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

days of receipt of such notice. If the Party receiving such notice from a taxation authority

is or will be required to pay any Assessment for which the other 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 THE AGREEMENT

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 held on 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 of this Agreement at any time and the

other Party will cooperate in such review ("Committee").

19.3 rf:

(a) either Party considers that the Agreement requires amendment in order to remain

in line with general market conditions prevailing on routes served by the

Codeshare Services; and

(b) that Party gives notice to the other Party speciffing a requested amendment to

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 this Agreement to the extent that such

delay or failure (an "Excusable Delay") (a) is caused by any act of God, war, act of

terrorism, natural disaster, strike, lockout, labor dispute, work stoppage, fire, serious

accident, epidemic or quarantine restriction, act of government or any other cause,

whether similar or dissimilar, beyond the control of that Party; and (b) is not the result of

that Party's lack of reasonable diligence. If an Excusable Delay continues for thitty (30)

days or longer, the non-delayed Party shall have the 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 in all respects be governed by and construed in accordance with the

laws of the State of New York, United States of Americ4 without regard to 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 as follows:

(a) Except as otherwise expressly provided in Section 21.3. any controversy, dispute,

difference, disagreement or claim between the Parties arising under or relating to

this Agreement, including any question concerning the validity, termination,

interpretation, performance, operation, enforcement or breach of this Agreement

(each, a "Dispute"), must first be referred by a Party to the Committee for

resolution. If the Committee is unable to resolve the Dispute within twenty (20)

days after the Dispute is referred to it, unless extended by mutual consent 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) It will be sufficient for the purposes of referrals under this Section 21.2 that a

Party send notice of the Dispute to one of its own members of the Committee, or

its own Vice President - Alliances, as the c¿ße may be, in each case, with a copy

to the other Party in the manner specified in Section 31 for the giving of notice.

2l.3 Any Dispute not resolved after referral to the Committee and Vice 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, or for 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

under Applicable Law, irrevocably waives and agrees not to assert, by way of motion, as

a defense or otherwise, any claim that it is not subject to arbitration.

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 be fluent in the English language; provided, however, that the

arbitration may be conducted by only one arbitrator if both Parties so agree in advance of

the arbitration and are able to agree upon a single, mutually acceptable individual. If the

arbitration is to be conducted by three (3) arbitrators, each Party will select one arbitrator

and the third arbitrator will be appointed in accordance with the Rules. The arbitration

proceedings will take place in New York, NY, United States of America. 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

t9
consolidated in a single arbitral proceeding. The Parties will conduct the arbitration as

quickly as is reasonably practicable and will use their respective commercially reasonable

efforts to ensure that duration ofthe arbitral proceeding will not exceed ninefy (90) days

commencing from the date the last arbitrator accepts his or her appointment (or, if the

arbitral award is not issued within such ninety (90) days, within a single renewal period

of another ninety (90) days). Any decision or award of the arbitrators will be based

solely on the terms of this Agreement, and the substantive goveming law applicable to

such agreement(s). The decision of the arbitrators will be in writing stating the reasons

therefor, will be final and conclusive, and will be binding on the Parties. Judgment upon

the award rendered in the arbitration may be entered and enforced by any court of

competent jurisdiction. Each 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 State or Federal Court of the State of New York and any appellate courts

therefrom (the "Courts"), for purposes of enforcing any arbitral award, or for obtaining

any injunctive, temporary or preventative order or similar order available to it under the

laws of any jurisdiction for a breach or threatened breach by the other Party of this

Agreement which threatens irreparable damage. Nothing in this 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 the fullest extent it may effectively do so under substantive governing law

applicable to this Agreement, also irrevocably waives and agrees not to assert, by way of

motion, as a defense or otherwise:

(a) any claim that it is not subject to thejurisdiction ofthe Courts and any objection

that it may have as to venue or inconvenient forum in respect of claims or actions

brought in such Court; and

(b) any right of application or appeal to any court (in New York or in any other

jurisdiction) in connection with any question of law arising in the course of

arbitration proceedings or out ofany decision or award by the arbitrator, except

as permitted by New York law.

21.7 Each Party irrevocably designates, appoints, authorizes and empowers as its agent for

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 in this Section 21 in any court sitting in the State of

New York, United States of America.

COVENANT TO COMPLY WITH ^A,LL 22. LAWS

20
22.1 In performing its obligations under this Agreement, each Party shall, at its own cost and

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

provincial and local laws, rules and regulations of Japan, the United States of America

and all third countries.

22.2 If either Patty has notice that a provision of this Agreement is contrary to any Applicable

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 any written press release conceming this

Agreement without the prior written consent of 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, and shall ensure that its directors, officers, employees, Affiliates,

and professional advisors (collectively, the "Representatives"), at all times, maintain

strict confidence and secrecy in respect of all Confidential Information of the other Party

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

Pafty (the "Disclosing Party") is requested to disclose any Confidential Information of

the other Party (the "Affected Party") under the terms 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 on the 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 subject to other legal penalty, furnish

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

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

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

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

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

inform such Representatives of the confidential nature of the Confrdential Information

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

consistent with this Section 24.1 .

24.2 Within ninety (90) days after the termination 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 extent that 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 of this 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 of this 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 and JETBLUE may assign, subcontract or delegate any of its rights, duties or

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

shall not relieve 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 of this Agreement 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, in which case the Party shall so inform the other Party and the Parties shall negotiate in good

faith to agree upon modification of this Agreement so as 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 this Agreement 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, as outlined in Section

28.

27.2 For further clarity, nothing in this 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 in vigorous and full competition with each other or other entities; and

(c) to do business, or choose not to do business, with other entities'

22

29. FURTHER ASSURANCES

2g.l Each Party shall perform such further acts and execute and deliver such further

instruments and documents at such Party's cost and expense as may be required by

Applicable Law, rules or regulations or as may be reasonably requested by the other to

carry out and effectuate the purposes of this Agreement.

29.2 If and to the extent the transactions or activities contemplated by this 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 the generality 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 it to 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 such further instruments and documents as may reasonably be required by the

other Party to provide for such cooperation and participation, including, without

limitation, execution of an addendum providing for such Affiliate 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 (including the 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 be that 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 by this Agreement or as otherwise permitted in writing. Nothing in

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

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

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

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

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

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

the condition of either Party, which change is not substantially the result of an act or

omission of the Party requesting a change or amendment to this Agreement, and which

change has a material adverse effect on either Party to this Agreement, then 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 any way 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 and apply solely to

the Parties hereto and their permitted successors and assigns; there is no intent to benefit

any third-parties, including the creditors of either Party.

30.5 This Agreement may be executed and delivered by the Parties in separate counterparts,

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

together shall constitute one and the same instrument.

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

remedy, power or privilege hereunder, shall operate as a waiver thereof; nor sh4ll any

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

other or further exercise thereof 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 a strict performance of any of the terms or provisions

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

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

option, right or remedy, but the same shall continue and remain in full force and effect.

No waiver by any Pafty of any term or provision of this Agreement shall be deemed to

have been made unless expressed in writing and signed by such Party.

30.7 This Agreement is the product of negotiations between JAL and JETBLUE, and shall be

construed as if jointly prepared and drafted by them, and no provision hereof shall be

construed for or against any Party by reason of ambiguity in language, rules of

construction against the drafting Party, or similar doctrine.

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

convenience 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 failure to perform under this Agreement, even if such

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

releases and waives 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 BY A 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 in writing, shall be addressed as provided below and shall be considered as properly

given and received: (i) when delivered, if delivered in person (and a signed acknowledgment of receipt is

obtained); (ii) three (3) Business Days after dispatch, if dispatched by a recognized express delivery

service that provides signed acknowledgments of receipt; (iii) seven (7) Business Days after deposit in the

applicable postal service delivery system; or (iv) if transmitted by facsimile, upon completion of

transmission and upon confirmation by the sender (by a telephone call to a Representative of the recipient

or by machine confirmation) that the transmission was received. For the purposes of notice, the addresses

of the Parties shall be as set forth below; provided, however, that either 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 set forth above.

If to JetBlue Airways Corporation:

27-01 Queens Plaza North

Long Island City, NY 11101

United States of America

Attention: Director, Alliances & Airline Partnerships

Facsimile: + 1 718-709-3631

Telephone: + I 718-286-7900

with a copy 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 1 40-8637

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: Executive Vice 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 such term 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 to this Agreement.

"Airline Guides" means the printed and electronic dataversions of the "Official Airline Guide" andthe

"ABC World Airlines Guide," and their 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 and the rules, regulations, orders or like actions of any Competent Authority and the

interpretations, licenses, and permits of any Competent Authority.

"Assessment" has the meaning assigned to such term in Section 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, Sunday or other day in which banking institutions

in New York, NY, USA, or Tokyo, Japan, are required by law, regulation or executive order to be closed.

"Carrier Code Box" means (i) for paper tickets, the field containing the two character airline designator

code as defined in IATA Resolution 727, or (ii) for electronic (or e-) tickets the three alphanumeric

characters contained in the "Sold Airline Designator (Marketing Carrier)" field as defined in IATA

Resolution 722f.

"Change of Control" has the meaning assigned to such term in Section 15.2 (fl.

"Code" means the two (2) character identifier assigned to a canier by IATA for the purpose of

exchanging interline carrier messages in accordance with AIRIMP procedures.

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

defined in Section 2.1 and Annex l.

"Codeshared Routes" or "Routes" means the city-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 over this Agreement or either Party.

APPENDIXI-1
"Conditions of Carriage" means those conditions of contract tariffs and rules of carriage of a Party that

govem the transport 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 and conditions of this Agreement and any reports, invoices or

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

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

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

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

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

public, other than as a result of disclosure by a Party in violation of this Agreement; or (iv) information

that has been or is independently acquired or developed by a Party, or its Affiliate, without violating any

of its obligations under this Agreement.

"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 a group,

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" has the meaning assigned to such term in Section 21.5.

"CRS" means a computerized 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 in tort, contract, under the 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 and appellate proceedings or proceedings that are incidental to the successful establishment of a

right ofindemnification), such as reasonable attorneys' fees and fees for expert witnesses, consultants and

liti gation support services.

"Disclosing Party" has the meaning assigned to such term in Section 24.l.

"Dispute" has the meaning assigned to such term in Section 21.2.

"Effective Date" has the meaning assigned to such term in Section 15.1.

"Excusable Delay" has the meaning assigned to such term in Section 20.

"Existing Agreement" has the meaning assigned in the preamble to this Agreement.

APPENDIXl-1
"Frequent Flyer Participating Carrier Agreements" means the agreements, from time to time, between

the Parties relating to the participation of one Party in the 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 IATA to administer and implement

revenue settlement by reference to the Revenue Accounting Manual published by IATA.

"IATA PMP" has the meaning assigned in Section 6.3(a).

"Implementation Date" means the date of the first codeshare service operated under this Agreement.

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

or amended from time to time.

"Indemnification Notice" has the meaning assigned to such term in Section 16.3.

"Indemnifïed Party" has the 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 by the carrier lifting the ticket to the Ticketing Carrier,

according to the industry program for compensation for the Ticketing Carrier's commission sales costs

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

"IOSA" has the meaning assigned to such term in Section 10. I .

UJAL" has the meaning assigned in the preamble to this Agreement.

"Marketing Carrier" means the air carrier whose Code is shown in the Carrier Code Box of a flight

coupon for a Codeshared Flight but which is not the Operating Carrier.

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

the Marketing Carrier, Operating Carrier or a third 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 such term in Section 16. 1 .

"Marketing Carrier Reviews" has the meaning assigned to such term in Section 10.4.

"Marketing Carrier Ticket" 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 Flight when displayed, sold, or referred to as a flight of the

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

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

APPENDIXI-I
'6Marks" means trademarks, 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 to the other Party in the event of aircraft emergency.

"Operating Carrier" means the air carrier having operational control of an aircraft used for a given

Codeshared Flight.

"Operating Carrier Indemnified Party" has the meaning assigned to such term in Section 16.2.

"Parent Carrier" means JAL or JETBLUE, when referenced in relation to another carrier that is not a

parfy to this Agreement and to which JAL or JETBLUE, as applicable, is Affiliated.

"Part¡r" or "Pârties" means either or both of JAL and JETBLUE, as the context requires.

"Payee" has the meaning assigned to such term in Section 18.4.

"Payor" has the meaning assigned to such term 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 subdivision of a government.

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 a detailed procedures manual prepared by the Parties for implementing the

transactions contemplated by this Agreement.

"Representatives" has the meaning assigned to such term in Section 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 issue tickets or air waybills.

"Rules" has the meaning assigned to such term 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, excise taxes, transactional taxes, exchange control taxes and/or fees, and interest and penalties

related to the foregoing, but excluding Ticket Taxes, that may be imposed by any Competent Authority

"Termination Date" means 23:59 Coordinated Universal Standard Time on the effective date of

termination of this Agreement.

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

APPENDIXI.I
"Ticket Handling Fee" means the payment by the carrier lifting the ticket to the Ticketing Carrier for

expenses incurred as a result of issuing the ticket. Such payment is a percentage, agreed upon bilaterally

by the Parties, ofthe prorated value billed by the carrier that lifted the ticket.

"Ticket Taxes" means any transactional taxes or passenger facility charges, including, without limitation,

sales taxes, use taxes, stamp taxes, excise taxes, value added taxes, gross receipts taxes, departure taxes,

surcharges and travel taxes, and all related charges, fees, licenses or assessments (and any interest or

penalty thereon) imposed on passengers (or which air carriers or their agents are required to collect from

passengers) by any authority in any country, or political subdivision thereof or public authority operating

therein (including, without limitation any national, federal, state, provincial, territorial, local, municipal,

port or airport authority) or which are levied upon passengers by operation of Applicable Law or industry

standard.

"$" or "US$" or "Dollars" means lawful curency of the United States of America.

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 by the 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 Route shall 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 New York/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 on which the Codeshared Flights will

commence on each Codeshared Route shall be determined mutually by the Parties.

Codeshared Routes Airoort Code Ooeratins Carrier

North America Routes:

Between New York/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

Los Angeles 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