CROWELL & MORING LLP 

1001 PENNSYLVANIA AVENUE, N.W. 

WASHINGTON, DC 200042595 

TELEPHONE: (202) 624-2538 

FACSIMILE: (202) 628-51 16 

VIA ELECTRONIC MAIL 

Ms. Renee V. Wright 

Program Manager, Docket Operations 

Department of Transportation 

1200 New Jersey Avenue, SE 

Room W12-140 

Washington, DC 20590 

ZUCKERT, SCOUTT & RASENBERGER, L.L.P. 

888 17TH STREET, N.W., SUITE 700 

WASHINGTON, D.C. 20006 

TELEPHONE: (202) 973-7939 

FACSIMILE: (202) 342·0683 

018272.0000222 

January 4,2011 

Re: Applications of Continental Airlines, Inc., Colgan Air, Inc. and 

Polskie Linie Lotnicze LOT S.A., Dockets DOT-OST-2005-20122, 

DOT-OST-2011-0001 and DOT-OST-2011-0002 

Dear Ms. Wright: 

Enclosed for submission in the above-referenced dockets is an executed, redacted copy of 

the codeshare agreement between Continentall and LOT. 2 

Respectfully submitted, 

CROWELL & MORING LLP 

Lorraine B. Halloway . 

lhalloway@crowell.com 

Counsel for 

Continental Airlines, Inc. 

Enclosure 

ZUCKERT, SCOUTT & RASENBERGER, L.L.P. 

i egillick@zsrlaw.com 

Counsel for 

Polskie Linie Lotnicze LOT S.A. 

cc: Paul Gretch, Esta Rosenberg, George Wellington (w/enclosure) 

All Parties listed on the attached Service List (w/o enclosure) 

DCACTIVE-14096249,l 

Common names of carriers are used. 

2 Copies may be obtained by contacting lhalloway@crowell.com. 
msinick@ssd.com 

carl.nelson@aa.com 

rpommer@atlasair.com 

sascha. vanderbellen@delta.com 

jeff.morgan@delta.com 

charters@evergreenairlines.com 

ben.graves@evergreenairlines.com 

slachter@lachter-clements.com 

mroller@rollerbauer.com 

jhill@dowlohnes.com 

agoerlich@ggh-airlaw.com 

jrichardson@johnlrichardson.com 

kevin.montgomery@polaraircargo.com 

SERVICE LIST 

howard.kass@usairways.com 

benjamin.slocum@usairways.com 

nssparks@fedex.com 

anbird@fedex.com 

david.heffernan@wilmerhale.com 

jeffrey.manley@united.com 

julie.oettinger@united.com 

dvaughan@kelleydrye.com 

mlbenge@zsrlaw.com 

william.stallings@usdoj.gov 

dwight.moore@ustranscom.mil 

matwood@sherblackwell.com 

bill@mietuslaw.com 
CODESHARE AGREEMENT 

Between 

POLSKIE LINIE LOTNICZE LOT S.A. 

(LOT Polish Airlines) 

And 

CONTINENTAL AIRLINES, INC. 
TABLE OF CONTENTS 

1. DEFINITIONS 

2. CODESHARE SERVICE 

3. 

4. 

5. 

IMPLEMENTATION EXPENSES 

INVENTORY CONTROL AND 

MARKETING AND PRODUCT 

PROCEDURES 

DISPLAY 

6. TRAFFIC DOCUMENT ISSUANCE AND FINANCIAL SETTLEMENT 

7. FACILITIES 

8. 

9. 

10. 

TRAINING 

SECURITy ........................................................................................................................ .. 

SAFETY AND MAINTENANCE 

4 

4 

7 

7 

9 

10 

11 

11 

12 

12 

11. FREE AND REDUCED RATE TRANSPORTATION ..................................................... 13 

12. OTHER MARKETING PROGRAMS ..................... ........... ........ ..... ........... ........ ....... ........ 13 

13. 

14. 

15. 

TRADEMARKS AND CORPORATE IDENTIFICATION .......................................... . 

REPRESENTATIONS AND WARRANTIES ................................................................ .. 

GOVERNMENTAL APPROVALS 

16. TERM 

17. INDEMNIFICATION 

18. INSURANCE 

19. TAXES 

20. JOINT MANAGEMENT COMMITTEE 

21. FORCE MAJEURE 

22. GOVERNING LA W AND DISPUTE RESOLUTION 

23. COVENANT TO COMPLY WITH ALL LAWS 

24. PUBLICITY ................................................................................................................... . 

25. CONFIDENTIALITY .................................................................................................... . 

26. ASSIGNMENT 

27. SEVERABILITY 

28. FURTHER ASSURANCES 

29. MISCELLANEOUS 

30. NOTICES ................................................................................................................... . 

31. IMPLEMENTATION ................................................................................................. . 

2 

14 

15 

16 

17 

18 

21 

23 

25 

25 

26 

28 

28 

28 

29 

30 

30 

30 

32 

33 
CODESHARE AGREEMENT 

This CODESHARE AGREEMENT (this "Agreement"), dated as of8 October, 2010, is 

between Continental Airlines, Inc., a corporation organized under the laws ofthe State of 

Delaware, United States of America, having its principal office at 1600 Smith Street 

Houston, Texas 77002 United States of America 

(herein after referred to as "Continental"), 

and Polskie Linie Lotnicze LOT S.A. (LOT Polish Airlines, LO) having its principal office at 

17 Stycznia 39, 00-906 Warsaw, Poland, entered into the entrepreneurs register governed by 

the District Court for the capital city of Warsaw, 13th Commercial Division of the National 

Court Register, under number KRS 0000056844, having tax identiiication number (NIP) 522-

000-23-34 and capital stock 447 673 700 PLN (fully paid).(hereinafter referred to as "LOT" 

or "LO" as applicable) 

In consideration of the mutual covenants and promises in this Agreement, Continental and LOT hereby 

agree as follows: 

1. DEFINITIONS 

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

Annex A of this Agreement or where they are elsewhere defined herein (including the 

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

and plural forms of such terms. Continental and LOT may each be referred to as a "Party" 

and may collectively be referred to as the "Parties". 

1.2 The Parties agree that accepted industry procedures and agreements relating to the 

interlining of passengers and baggage, including those set forth in lATA Resolution 780 

Interline Traffic Agreement - Passenger for all international carriage shall apply to the 

provision of air transport and the related transactions contemplated by this Agreement, 

except to the extent that they are inconsistent or conflict with the terms of this Agreement. 

2. CODESHARE SERVICE 

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

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

their 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 and 

benefit to be part of the Agreement. The initial list of Code shared Routes on which the 

Parties and their Affiliates may codeshare is attached hereto as Annex B. 

2.2 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 

3 
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, will be developed by the Parties during the codeshare 

implementation. 

2.3 The Parties shall use commercially reasonable efforts to coordinate their service schedules 

to maximize the convenience, and minimize the waiting time of passengers making 

connections between the Codeshared Flights and other flights operated by the Parties; 

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

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

flights. 

2.4 The Parties may add Codeshared Flights, as may be mutually agreed, without formally 

amending this Agreement. Either Party may, in its sole discretion, discontinue Codeshared 

Flights without formally amending this agreement. Such changes shall be evidenced by 

both the Marketing Carrier and the Operating Carrier publishing such changes in the Airline 

Guides, CRSs or Reservations Systems. The Operating Carrier reserves the right to 

discontinue any specific route, flight number, equipment or schedule, and the Marketing 

Carrier reserves the right to remove its Code from any Codeshared Flight at any time. In 

the event of such discontinuation or removal, the Party so discontinuing or removing, as 

applicable, shall notify the other Party as soon as reasonably possible and such other Party 

shall cooperate in publishing the resulting changes to affected Codeshared Flights in the 

Airline Guides, CRSs, Reservations Systems, and other sources of airline schedule 

information. 

2.5 Unless otherwise agreed by the Parties during the codeshare implementation, in the event of 

any flight cancellation or other schedule irregularity, involuntary rerouting or denied 

boarding by the Operating Carrier with respect to a Codeshared Flight, the Operating 

Carrier shall: 

(a) ensure that all passengers shall be handled in accordance with the same policies and 

procedures to avoid any discrimination against a Codeshared Passenger; 

(b) at its own cost and expense (except to the extent such irregularity, involuntary 

rerouting or denied boarding is caused by the Marketing Carrier), accommodate 

andlor pay denied boarding compensation or otherwise compensate Codeshared 

Passengers, in the same manner as its own passengers; and 

(c) notify the Marketing Carrier as established during the codeshare implementation. 

2.6 With respect to Codeshare Passengers, the Conditions of Carriage of the Marketing Carrier 

shall be deemed to govern the transportation of Codeshare Passengers on Codeshare Flights. 

As between the Carriers, the Conditions of Carriage of the Operating Carrier shall govern 

the transportation of Codeshare Passengers on Codeshare Flights. Prior to the 

4 
implementation of Codesharing, the Carriers will use commercially reasonable efforts to 

identify and resolve any material discrepancies between their respective Conditions of 

Carriage and use commercially reasonable efforts to develop procedures to minimize 

potential service inconvenience or disruption to Codeshare Passengers due to such 

discrepancies. For the avoidance of doubt, each Carrier's operations will be conducted in 

accordance with its own Conditions of Carriage and neither Carrier shall be obligated to 

change its Conditions of Carriage pursuant to this Agreement. Notwithstanding anything in 

this Section 2.7, the liability of the Parties to each other with respect to passenger claims 

shall be governed by Sections 17 and 18. 

2.7 The Operating Carrier shall ensure that each Codeshared Flight operated by it shall be 

operated under its operating certificate. In the event that the Operating Carrier intends to 

substitute for a Codeshared Flight an aircraft that will be operated under the operating 

certificate of a third-party, excluding any Affiliate or Regional Carrier of the Operating 

Carrier, the Operating Carrier must provide the Marketing Carrier with prior written notice 

of its intention. Such notice shall be provided to the Marketing Carrier as soon as 

practicable after the Operating Carrier makes its decision regarding the aircraft substitution. 

The Marketing Carrier shall have the right, should it elect to do so, to (i) accommodate its 

passengers on the substitute aircraft, or (ii) remove its Code from the Codeshared Flight, 

and reaccommodate its Codeshared Passengers ticketed for travel on such Codeshared 

Flight to another flight. The Operating Carrier shall reimburse the Marketing Carrier for all 

costs of such reaccommodation, including (i) any additional costs incurred to 

reaccommodate the Codeshared Passenger on a third-party carrier acceptable to the 

Marketing Carrier, on the same route or with a routing that duplicates as closely as 

practicable, the Codeshared Passenger's original routing, in the same class of service if 

available, or if not, in a higher class of service, and (ii) any reasonable hotel, meal, and 

other incidental costs associated with the reaccommodation. 

3. IMPLEMENTATION EXPENSES 

3.1 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 Codeshare Flights in order 

to facilitate travel on the Codeshare Flights. 

3.2 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 of each specific project. 

5 
4. INVENTORY CONTROL AND PROCEDURES 

4.1 Subject to the rights of each Party to manage its seat inventory, including the seat inventory 

on the operational flights of any other airline(s) that the Party has access to under a capacity 

purchase agreement, the Parties agree to use commercially reasonable efforts to pursue the 

best solution to maximize revenue, maintain the integrity of the Operating Carrier's 

inventory system and not compromise the Marketing Carrier's ability to sell its product. 

Accordingly, the Parties agree to implement the following initiatives prior to the 

implementation of Codesharing: 

(a) establish Seamless Availability and Direct Sell links between their respective ARSs, 

(b) establish the ability of the Marketing Carrier to Cascade third party CRS Direct 

Access Availability, Seamless Availability and Direct Sell requests to the Operating 

Carrier, which will include Sold As Information and Point Of Sale data as is 

available to the Marketing Carrier in a manner to be mutually agreed by the Parties, 

(c) establish the ability to make advance seat assignments on each other's flights. Each 

of the Parties further agrees to expend such amounts as may be reasonably required 

on mutually agreed systems development. To the extent the Parties disagree about 

which Party's system should be modified to make it more compatible with the other 

Party's system, the Parties agree to continue to work together to use commercially 

reasonable efforts to modify their systems. 

Detailed procedures for implementing and maintaining seat inventory access will be 

developed by the Parties during the codeshare implementation. 

4.2 The Operating Carrier will, subject to the remaining provisions of this paragraph and 

Section 4.1, determine, independently and at its sole discretion, the number of seats on its 

flights (including flights it operates as Codeshare Flights) that will be made available by it 

in a particular reservation booking designator provided that the Operating Carrier does not 

discriminate against the Marketing Carrier vis a vis other air carriers with respect to 

inventory access. With respect to inventory management on the Codeshare Flights, the 

Parties acknowledge and agree that the Operating Carrier will manage its seat inventories in 

a manner that provides an incentive for the Marketing Carrier to sell the inventory of the 

Operating Carrier and for the Operating Carrier to accept the inventory requests of the 

Marketing Carrier without subjecting the Operating Carrier to disproportionate risk of 

revenue dilution and while preserving for the Operating Carrier the integrity of its inventory 

management system in order for the Operating Carrier to maximize its profitability. 

4.3 This Section 4.3 shall govern the published fares, including carrier imposed surcharges 

applicable thereto, of the Marketing Carrier offered on Codeshared Flights as follows: 

(a) For routes served by only one Party, or its Affiliates, the Marketing Carrier will file 

the fares and fare rules filed by the Operating Carrier for such route. 

(b) For routes served by both Parties or their Affiliates, on both a non-stop or a 

6 
connecting basis, the Marketing Carrier will file either those fares and rules filed for 

its own:flights on such route or those filed by the Operating Carrier on such route. 

(c) For routes where one Party, or its Affiliates, offers non-stop service and the other 

Party, or its Affiliates, offers connecting service, the Marketing Carrier on the nonstop service for such route will file the fares and fare rules filed by the Operating 

Carrier on the non-stop service for such route and the Marketing Carrier on the 

connecting service for such route will file either those fares and fare rules filed for 

its non-stop service on such route or those filed by the Operating Carrier on the 

connecting service on such route. 

(d) The Marketing Carrier will cause its agents and distributors to sell Codeshared 

Flights operated by the Operating Carrier in a manner that is consistent with the 

requirements of Section 4.3(a), (b) and (c). 

(e) A Marketing Carrier will not be in breach of the rules set forth in Section 4.3(a), (b), 

( c) or (d) if it is in compliance with such rules within hours after the 

applicable fare or fare rule is published by the Operating Carrier. 

(f) In the event of the Marketing Carrier's breach of Section 4.3(a), (b), (c) or (d), the 

Operating Carrier shall have the right, in its sole discretion, after • day's prior 

written notice to the Marketing Carrier, to restrict or close the inventory access of 

the Marketing Carrier or temporarily remove the Code of the Marketing Carrier 

from the :flight(s) in question. 

(g) Nothing in this Agreement shall prevent the Operating Carrier from unilaterally 

establishing its own fares and fare rules for :flights operated by it, or the Marketing 

Carrier from (i) initiating and operating its own service in any origin and destination 

city pair at any time; or (ii) offering any fare(s), discount(s) or rebate(s) of any kind 

for interline itineraries valid on airlines, other than Continental or LOT, on any 

origin and destination city pair. 

(h) In implementing the rules established by this Section 4.3, there will be no discussion 

between the Parties concerning fares and fare rules. The Marketing Carrier will 

determine fares and fare rules of the Operating Carrier by observing published 

tariffs. Any communication concerning this Section will be undertaken by the 

Parties' legal departments. 

Each Party shall establish fares and rates, subject to the provisions of the applicable air 

transport agreements between the United States and Poland, on the one hand, and the 

governments of any country to which the Parties shall provide service pursuant to this 

Agreement, on the other hand. . 

5. MARKETING AND PRODUCT DISPLAY 

5.1 The Codeshared Flights will be marketed and promoted by the Marketing Carrier under its 

7 

REDACTED 
Code. Each Party shall ensure that its respective advertising and promotions comply with all 

applicable governmental laws, rules and regulations of any applicable Competent Authority. 

The Marketing Carrier shall comply with 14 C.F.R. Parts 257 and 258, and any other 

applicable rules regarding the disclosure and holding out of Codeshared Flights provided for 

herein in the jurisdiction where such rules apply. The Marketing Carrier shall disclose to the 

extent required by Applicable Law through industry-approved schedule and selling 

mechanisms, to consumers, travel agents and others selling the Codeshared Flights, as well 

as through any advertising, point-of-sale disclosures, and any other appropriate means, that 

each Codeshared Flight is a flight of and operated by the Operating Carrier. Such 

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

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

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

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

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

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

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

information using the Marketing Carrier's Code. Any costs incurred for the publication of 

Marketing Flights or connections to and from such flights in Airline Guides, CRSs, 

Reservation Systems and other sources of airline schedule information shall be borne by the 

Marketing Carrier. Each Party shall include the Codeshared Flights in its Reservations 

Systems. 

5.3 Unless otherwise specified in Annex B, the Marketing Carrier shall file its standard 

schedule data for the Codeshared Flights in such Codeshared Route using the traffic 

restriction code "Y" or "0" (or any successor code), as defined in the IA T A Standard 

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

Marketing Carrier's Codeshared Flights on Codeshared Routes (Le., the Marketing Carrier's 

Codeshared Flights on such route will be limited to passengers connecting online to another 

flight operated by the Marketing Carrier or its Affiliate). 

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). 

6. TRAFFIC DOCUMENT ISSUANCE AND FINANCIAL SETTLEMENT 

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

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

agreements. 

8 
6.2 All Marketing Carrier Flight Coupons honored on Codeshared Flights shall be uplifted by 

the Operating Carrier, which is responsible for processing and billing of such documents as 

follows: 

(a) The Operating Carrier shall bill uplifted coupons to the Ticketing Carrier using the 

normal interline settlement process of the lATA Clearing House. Subject to Section 

6.2(b) and 6.2(c), Marketing Carrier Flight Coupons shall be treated for proration 

and billing purposes as if they showed the Operating Carrier's designator Code in 

the carrier Code box of the Marketing Carrier Flight Coupons. Such Marketing 

Carrier Flight Coupons will be prorated and billed according to the Special Prorate 

Agreement between the Operating Carrier and the Ticketing Carrier, or, in the 

absence of an applicable Special Prorate Agreement, in accordance with the lATA 

Prorate Manual-Passenger ("lATA PMl>"), as applicable. Unless otherwise agreed 

in the Special Prorate Agreement between the Operating Carrier and the Ticketing 

Carrier, the Operating Carrier will be entitled to its prorated share of any applicable 

surcharge collected by the Ticketing carrier for a Codeshared Flight. The Parties will 

discuss and work to find a mutually acceptable process, to be defined in the Special 

Prorate Agreement, so that the Operating Carrier can receive its prorated share of the 

YQ (fuel) collected by the Ticketing carrier for a Codeshared Flight (or any 

successor) 

(b) If the Operating Carrier does not have an interline traffic agreement with a Ticketing 

Carrier that issued a Marketing Carrier Ticket, and is unable to obtain satisfactory 

settlement, the Operating Carrier may bill such coupon to the Marketing Carrier as 

an exceptional item (i.e., via correspondence) and such coupons shall be valued for 

billing and proration purposes in accordance with the applicable bilateral agreement. 

Any bilateral agreement between the Marketing Carrier and Ticketing Carrier shall 

not apply to the Codeshared Flights unless the Operating Carrier has given explicit 

agreement to such application. 

(c) If the Operating Carrier has an interline traffic agreement with a Ticketing Carrier 

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

the Marketing Carrier shall assist the Operating Carrier in settling such account but 

shall not be liable for any losses incurred due to an unsatisfactory settlement. 

6.3 The Carriers agree that for tickets sold by the Marketing Carrier on Codeshare Flights, the 

Operating Carrier shall be responsible for booking fees assessed by any CRS vendors, 

including CRSs operated by third parties and CRSs providing hosting services to any of the 

Carriers. The Carriers will request the CRS vendors to directly bill the Operating Carrier 

for such booking fees if feasible. If such direct billing is not feasible, the Carriers shall bill 

each other monthly and shall provide documentation that is reasonably acceptable to the 

other Carrier of such fees from each CRS vendor. 

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

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

9 
Marketing Carrier hereby waives endorsement requirements for the Operating Carrier with 

respect to all Marketing Carrier Flight Coupons and other coupons intended for flights sold 

under the Code of the Marketing Carrier. Unless otherwise agreed in writing by the Parties, 

such waiver shall be effective _ days before the implementation date of the first 

Codeshared Flight, and shall remain in effect for _ days after the Termination 

Date of this Agreement to facilitate the re-accommodation of any Codeshared Passengers 

ticketed for travel after the Termination Date. 

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

by written correspondence or a meeting between the Parties. 

6.6 The Marketing Carrier will file with ATPCO a TCN Codeshare Agreement, in which the 

Marketing Carrier will provide the range of its Marketing Flight numbers, as required. The 

Marketing Carrier will be responsible, throughout the term of the Codeshare Agreement, for 

updating its Marketing Flight numbers with ATPCO. 

7. FACILITIES 

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

the Operating Carrier and the Marketing Carrier, as appropriate, to facilitate passenger convenience 

and to avoid passenger confusion at airports served by the Codeshare Flights. The Parties shall 

cooperate on the placement of such signs, subject to the approval of the relevant airport authority or 

other lessors. 

8. TRAINING 

8.1 Except as otherwise agreed, each Party shall provide or arrange, at its own cost and 

expense, all initial and recurring training of its personnel to facilitate the Codeshared Flights 

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

ticket offices, and other points of contact between the Parties and the public. This training 

shall include passenger service, reservations and sales activities, and in-flight service 

involving the Codeshared Flights, all as mutually agreed. 

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

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

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

materials. 

9. SECURITY 

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

at all airports served by the Codeshared Flights. 

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

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

Flights, but shall, at a minimum, comply with the standards set forth by the relevant 

10 

REDACTED 
Competent Authorities and be reasonably acceptable to the Marketing Carrier, with the 

understanding that safety and security are of the utmost importance to both carriers. Such 

provisions may include any then applicable procedures used for the physical screening of 

passengers, baggage or cargo, interviewing of passengers, and/or selective loading of 

baggage or cargo. 

9.3 The Carrier that originates the customer travel on Codeshare Flights (provides all boarding 

passes and checks the customer luggage to their final destination) shall assure that the 

customer is properly documented for entry into the destination country and properly 

documented for any transit points enroute. Any fines, penalties, deportation and detention 

expenses resulting from violations of government entry or transit requirements, even for 

passengers that willfully engage in illegal entry tactics, shall be the sole responsibility of the 

Carrier that originates the customer travel. 

10. SAFETY AND MAINTENANCE 

10.1 The Operating Carrier has operational control of the aircraft and final authority and 

responsibility concerning the operation and safety of the aircraft and its passengers, 

including Codeshared Passengers. The Operating Carrier shall employ the same high 

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

own flights. Emergency support shall be in accordance with procedures agreed between the 

Parties. 

10.2 The Operating Carrier shall have sole responsibility for the maintenance of its leased and 

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

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

imposed by the relevant aeronautical authorities. 

10.3 The Marketing Carrier shall have the right, at its own cost, to review and observe the 

Operating Carrier's operations of Codcshared Flights, and/or to conduct a reasonable safety 

and/or service review of the Operating Carrier's operations, manuals, and procedures 

reasonably related to the Codeshared Flights (the "Marketing Carrier Reviews"), at such 

intervals as the Marketing Carrier shan 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 CARRIER FOR 

THE OPERATING CARRIER'S OPERATIONS. 

11. FREE AND REDUCED RATE TRANSPORTATION 

11.1 The Parties will negotiate in good faith to establish an employee pass travel agreement prior 

11 
to the implementation of codesharing. 

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

parties, including the Marketing Carrier, neither the Marketing Carrier, nor the Operating 

Carrier, nor any third party, shall be entitled to ticket industry non-revenue or discounted 

(i.e., agency discount, industry discount, etc.) travel on the Marketing Flights, and the 

Operating Carrier shall not honor any Marketing Carrier Flight Coupons for such industry 

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

12. OTHER MARKETING PROGRAMS 

12.1 The Frequent Flyer Participating Carrier Agreements shall govern the participation of each 

Party in the other Party's frequent flyer program. 

12.2 The Parties will provide the Marketing Carrier's Premium Class Codeshared Passengers 

with access to the Operating Carrier's airport lounge on the day of their departure pursuant 

to the Lounge Access Agreement to be negotiated by the Parties in good faith. In the case of 

Premium Class Codeshared Passengers traveling under LOT's Code, access will be 

provided to Continental's lounges on the day of their departure. Similarly, Premium Class 

Codeshared Passengers traveling under Continental's Code will have access to LOT's 

lounges (and other premium class lounges that LOT may currently have or hereafter 

develop) on the day of their departure. 

13. TRADEMARKS AND CORPORATE IDENTIFICATION 

13.1 Neither Party hereto shall use any of the other Party's names, logos, logotype, insignia, 

service marks, trademarks, trade names, copyrights, corporate goodwill or other proprietary 

intellectual property, including without limitation the names "Continental Airlines, Inc.", 

"Continental," the "CO" and "CO*" designator codes, the globe logo, "BusinessFirst", 

"Continental Connection", "Continental Express", "OnePass", "Presidents Club", "LOT" or 

LO", "Lot dla Firm" in any marketing, advertising or promotional collateral, including 

without limitation credit card and telecom solicitations, except where each specific use has 

been approved in advance by the other Party. When such approval is granted, each Party 

shall comply with any and all conditions that the other Party may impose to protect the use 

of any of that Party's names, logos, logotype, insignia, service marks, trademarks, trade 

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

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

any kind in the use of any name, logo, logotype, insignia, service mark, trademark, trade 

name, copyright, corporate goodwill or other proprietary intellectual property owned by a 

Party or its respective Affiliates is intended to be given to or acquired by the other Party, its 

agents, servants or other employees by the execution or performance of this Agreement. 

13.3 Each of LOT and Continental acknowledges for all purposes that any and all logos, 

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

12 
shall at all times remain the exclusive property of the other Party, and may not be used 

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

Continental further acknowledges that any goodwill or other rights that arise as a result of 

the use by it of the other Party's marks, as permitted under this Agreement, shall accrue 

solely to the benefit of the Party owning such marks, whether registered or not. Should any 

right, title or interest in the logos, trademarks, service marks or trade names of a Party 

become vested in the other Party, the latter Party shall hold such right, title and interest in 

trust for the benefit of the former Party and shall, at the request of the former Party, 

promptly and unconditionally assign such right, title and interest to the former Party without 

royalties or compensation of any kind. Each of LOT and Continental hereby grants to the 

other, a non-exclusive, non-transferable, royalty-free license for the term of this Agreement 

to use its service marks as shown in the Annex F to the Agreement, each a "Licensed 

Trademark" subject to the terms and conditions set forth in this Section 13. This license is 

limited to the use of the Licensed Trademarks in connection with the advertising and 

promotion of the Codeshared Flights contemplated by this Agreement. 

13.4 Each Party agrees to use the Licensed Trademarks only in a manner approved in advance 

and in writing by the Party owning such Licensed Trademarks. Each Licensed Trademark 

shall be marked with an ® or 8M or other symbol, as appropriate. 

13.5 Each Party agrees that all advertising and promotional materials bearing the Licensed 

Trademarks of the other Party in relation to air transportation services contemplated by this 

Agreement shall meet the quality and presentation standards as set forth by the Party 

owning the relevant Licensed Trademark. 

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

presentation of advertising and promotional materials using its Licensed Trademarks. 

13.7 Each Party is responsible for providing to its own authorized agents and airport locations 

the agreed promotional materials bearing the Licensed Trademarks. 

13.8 Notwithstanding the limitations of this Section 13, each of the Party's may use the other 

Party's Licensed Trademarks for purposes of complying with 14 C.F.R. Part 257 (U.S. DOT 

Airline Designator Code Sharing Policy) or any comparable regulations imposed by the 

Competent Authorities, without prior approval. 

14. REPRESENTATIONS AND WARRANTIES 

14.1 Each of LOT and Continental hereby represents and warrants to the best of its knowledge 

and beliefto the other as follows: 

(a) It 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, 

13 
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 governance; or (ii) 

contravene, or cause a breach or violation of, any agreement or instrument to which 

it is a party or by which it is bound, except where such conflict, contravention or 

breach would not have a material adverse effect on it and its Affiliates, or on the 

operations of it or its Affiliates, taken as a whole or on its ability to perform this 

Agreement. 

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

consent or approval of, or the giving of notice to, the registration with, the recording 

or filing of any documents with, or the taking of any other action in respect of, any 

Competent Authority, any trustee or holder of any of its indebtedness or obligations, 

any stockholder or any other Person or entity, other than the Governmental 

Approvals (to be obtained by it, as indicated in Annex D), 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. 

14.2 Each of the foregoing representations and warranties shall survive the execution and 

delivery of this Agreement. 

15. GOVERNMENTAL APPROVALS 

15.1 The Codeshared Flights shall not commence until all required Governmental Approvals are 

received. Each Party shall use all commercially reasonable efforts to obtain those 

Governmental Approvals for which it has been allocated responsibility under Annex D, and 

any other Governmental Approvals that may hereafter be identified. 

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

Codeshared Routes listed in Annex B, the Parties may determine whether to 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. 

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

Routes within days of the date of this Agreement, or if all of 

such Governmental Approvals are given with substantial unfavorable restrictions or 

conditions (each Party to determine in its sale discretion the reasonableness of such 

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

14 

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solution to enable the commencement of the Codeshared Route(s). If a solution cannot be 

formulated within _ days following commencement of such negotiations, either 

Party may terminate this Agreement upon _ days' prior written notice to the other 

Party. 

15.4 Each Party shall immediately provide the other Party with copies of any correspondence or 

notices it receives from any Competent Authority with respect to the Codeshared Routes, 

Codeshared Flights or this Agreement, including with respect to the airworthiness of the 

aircraft used for the Codeshared Flights or noncompliance by the Operating Carrier with 

operational, training or safety rules and procedures. 

16. TERM 

16.1 The term of this Agreement shall commence on the date first written above and shall remain 

in effect until terminated by either Party upon. days' prior written notice. 

16.2 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 Party in 

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

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

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

or to a Code shared Flight or Codeshared Route; or 

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

that it has failed to comply with applicable safety or security requirements; 

or 

(iii) the United States Department of Transportation ("DOT"), the United States 

Department of Homeland Security ("DHS") or the United States Department 

of Defense ("DOD"), or the counterpart authorities in Poland, has ordered in 

writing or orally that the Marketing Carrier's Code be removed from 

Codeshare Flights or Codeshared Routes operated by the Operating Carrier 

for any reason whatsoever; provided, however, that if such order only affects 

one or a limited number of Codeshare Flights or Codeshared Routes, the 

entire Agreement may only be suspended or terminated by either Party after 

consultations in good faith with the other Party, such consultations not to 

exceed a period of _ days from the date either Party gives notice to 

the other Party; or 

(iv) the civil aviation authority of Poland does not provide safety oversight of its 

air carrier operators in accordance with the minimum safety oversight 

standards established by the International Civil Aviation Organization 

("lCAO"), which results in Poland receiving a rating of Category 2 from the 

15 

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Federal Aviation Administration ("FAA"), or the United States receiving an 

equivalent rating from counterpart authorities in Poland. 

16.3 Throughout the Term, the Marketing Carrier has the right to suspend performance of or 

terminate this Agreement immediately by giving written notice to the Carrier in 

the event that the Operating Carrier at any time discontinues or suspends 

or more of the Codeshared Flights operated by it other than due to Force Majeure as defined 

in Section 21. 

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

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

recomrtlence within _ days after the date of notice under the same terms and 

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

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

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

Agreement is suspended or terminated pursuant to Section 16.2 or 16.3, Sections 16.5 and 

16.6 shall apply. 

16.5 Subject to Section 16.6, in the event .of termination of this Agreement the Marketing Carrier 

shall, in its sole discretion, take all reasonable actions to confirm and preserve reservations 

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

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

on the Operating Carrier. The Operating Carrier shall accept passengers traveling on such 

tickets as if such reservations had been booked through the Operating Carrier using ordinary 

interline procedures but giving effect to the revenue settlement methodology provided for in 

Section 6 of this Agreement. 

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

16.2(ii) the Operating Carrier, in its sole discretion, may decline any or all passengers 

scheduled to be traveling on Marketing Carrier Tickets. The Marketing Carrier shall be 

solely responsible for transferring the reservations of such passengers to other carriers or 

making other alternative arrangements. 

16.7 If a Force Majeure Event is in effect for a period longer than. days, either Party may 

terminate this Agreement by providing the other Party _ days' prior written notice. 

17. INDEMNIFICATION 

17.1 Without prejudice to any other written agreement or arrangement of either Party to 

indemnify the other Party, the Party that is the Operating Carrier (or whose Affiliate is the 

Operating Carrier) shall indemnify, defend, and hold harmless the Marketing Carrier and its 

Affiliates and their respective directors, officers, employees and agents (each individually a, 

or collectively the, "Marketing Carrier Indemnified Party") from and against any and all 

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

of, be caused by, or be occurring in connection with) any of the following: 

16 

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

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

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

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

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

Marketing Carrier Tickets irrespective of conditions or liability limits that apply or 

may purport to apply); 

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

board the aircraft operated by the Operating Carrier but occurring in connection with 

such operations; 

(c) negligent acts or omissions of an Operating Carrier Indemnified Party, which are in 

any way related to the Operating Carrier's obligations under this Agreement, other 

than Damages to the extent addressed in Section 17.1(a) or (b) or Section 17.2(a) or 

(b); 

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

Section 14 of this Agreement; or 

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

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

PROVIDED THAT, the Operating Carrier shall not be required to indemnify any Marketing 

Carrier Indemnified Party for any liability arising from the Marketing Carrier Indemnified 

Party's gross negligence or willful misconduct. 

17.2 Subject to the indemnities provided in Section 17.l(a), and without prejudice to any.other 

written agreement or arrangement of either Party to indemnify the other Party, the Party that 

is the Marketing Carrier (or whose Affiliate is the Marketing Carrier) shall indemnify, 

defend, and hold harmless the Operating Carrier and its Affiliates and their respective 

directors, officers, employees, arid agents (each individually a, or collectively the, 

"Operating Carrier Indemnified Party") from and against any and all Damages (except 

as provided in Section 17.2(d)) arising out of, caused by, or occurring in connection with (or 

alleged to arise out of, be caused by, or occurring in connection with) any of the following: 

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

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

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

transported by, the Operating Carrier, but only to the extent caused by the gross 

negligence or willful misconduct of a Marketing Carrier Indemnified Party; 

(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, to the extent caused by the gross negligence or willful misconduct 

of the Marketing Carrier; 

17 
(c) negligent acts or omissions of a Marketing Carrier Indemnified Party that are in any 

way related to the Marketing Carrier's obligations under this Agreement, other than 

Damages to the extent addressed in Section 17.l(a) or (b) or Section 17.2(a) or (b) 

(in which case the operating carrier must indemnify the marketing carrier and other 

marketing carrier indemnified parties notwithstanding such negligent acts or 

omissions (but not willful misconduct or gross negligence) of a marketing carrier 

indemnified Party); 

Cd) passenger claims based on the Marketing Carrier's failure to properly issue and 

complete transportation documentation in accordance with the provisions of the 

standard IA T A or other applicable ticketing procedures, including, without 

limitation, the failure to put a' proper notice of the limits of liability under the 

Warsaw Convention, as amended, or the Montreal Convention of 1999, as amended, 

on such documentation (it being understood that in ticketing Codeshared Passengers, 

the Marketing Carrier is entitled to apply the limits of liability provided for in its 

own Conditions of Carriage); provided, however, that the Marketing Carrier shall 

only be liable under this Section 17.2(d) for that portion of any Damages that is in 

excess of the Damages against which the Operating Carrier would have been 

required to indemnify the Marketing Carrier under Section 17.1 (a) if the Marketing 

Carrier had properly complied with all lATA ticketing procedures; 

(e) the Marketing Carrier's breach of its representations or warranties set forth III 

Section 14 of this Agreement; or 

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

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

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

other Party (the "Indemnitying Party") pursuant to the terms of this Agreement with 

respect to a third-party claim shall provide the Indemnifying Party with written notice (an 

"Indemnification Notice") of such claim (provided, however, that the failure to give such 

notice shall not relieve the Indemnifying Party of its obligations hereunder except to the 

extent that such failure is materially prejudicial to the Indemnifying Party), and the 

Indemnifying -Party shall be entitled, at its own cost and expense and by its own legal 

advisors, to control the defense of or to settle any such third-party claim. The Indemnifying 

Party shall have the right to elect to settle any such claim for monetary Damages only, 

subject to the consent of the Indemnified Party; provided, however, if the Indemnified Party 

fails to give such consent to a settlement that has been agreed upon by the Indemnifying 

Party and the claimant in question within _ days of being requested to do so, the 

Indemnified Party shall assume the defense of such claim or demand and regardless of the 

outcome of such matter, the Indemnifying Party's liability hereunder shall be limited to the 

amount of any such proposed settlement. If the Indemnifying Party fails to take any action 

against the third-party claim that is the subject of an Indemnification Notice within .. 

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

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

providing prior written notice to, but without the further consent of, the Indemnifying Party 

18 

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settle or defend against such third~party claim for the account, and at the expense, of the 

Indemnifying Party. Except as set forth in this Section 17.3, the Indemnified Party shall not 

enter into any settlement or other compromise or consent to a judgment with respect to a 

third-party claim to which the Indemnifying Party has an indemnity obligation without the 

prior written consent of the Indemnifying Party. 

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

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

Indemnifying Party of any obligations hereunder. 

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

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

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

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

contemplated by this Agreement. 

17.6 The rights and obligations of the Parties under this Section 17 shall survive the Termination 

Date or expiration of this Agreement. 

18. INSURANCE 

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

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

insurance of the type and in the amounts listed below: 

(a) Airline Aviation Third Party Legal Liability in respect of all operations, including 

but not limited to aircraft (owned and non-owned) liability (including risks of 

hijacking, war and allied perils), passenger and crew baggage and personal effects, 

funeral and repatriation expenses, all reasonable expenses arising out of the Family 

Assistance Act (United States) and/or similar regulations applying elsewhere in the 

world, cargo, mail, hangarkeepers, comprehensive general liability, or its equivalent 

including premises and, liability. This insurance must be primary without right of 

contribution from any insurance carried by the Marketing Carrier to the extent of the 

indemnity specified in Section 17.1, and shall (i) name the Marketing Carrier and the 

Marketing Carrier Indemnified Parties as additional insureds to the extent of the 

protections afforded the Marketing Carrier under the indemnity specified in Section 

17.1, (ii) contain a 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 of the coverage 

provided by the Operating Carrier's policy or policies, and (iv) contain a provision 

stating that the Operating Carrier's policy or policies are automatically amended to 

comply with the laws and regulations of any local, federal, or other governmental 

authority having jurisdiction over aircraft operated by the Operating Carrier. 

(b) The 

than 

Carrier shall maintain a combined single limit of liability of not less 

(in LO Third Party Legal Liability War Coverage for B767s 

19 

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_, Embraer fleet _, B737s _.) per anyone occurrence for 

each aircraft, including bodily injury, death, personal injury, property damage, 

passenger (including Codeshared Passengers and other revenue and non-revenue 

passengers) legal liability and war and allied perils combined, over all and 

in the aggregate as applicable, but (i) personal injury limited to 

per offense and in the annual aggregate except with respect to passengers (including 

Codeshared Passengers and other revenue and non-revenue passengers), and (ii) war 

and allied perils may be subject to an annual aggregate limit; 

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

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

specified in Section 17.1. 

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

equivalent insurance carried outside of the United States, in accordance with 

statutory limits. 

18.2 The Operating Carrier shall provide the Marketing Carrier with certificates of insurance 

evidencing such coverage no less than _ days prior to the commencement of the 

first Codeshared Flight, and thereafter within _ Business Days of the date of any 

renewal of such coverage. The certificates must indicate that the above coverage shall not 

be canceled or materially altered without _ days' advance written notice to the 

Marketing Carrier and that the Marketing Carrier shall be notified of any expiration or 

renewal of such coverage. The notice period in respect of war and allied perils coverage 

shall be _ days or such lesser period as is or may be available in accordance with 

. policy conditions. 

19. TAXES 

19.1 Subject to Section 19.4, each Party shall be responsible for any net or gross income or 

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

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

this Agreement. 

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

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

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

Parties hereby agree as follows: 

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

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

Flights. 

(b) The Ticketing Carrier shall collect any interlineable Ticket Taxes levied in 

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

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

20 

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debit invoice to the Ticketing Carrier through the lATA Clearing House for any 

interlineable Ticket Taxes levied in connection with the sales of the Codeshared 

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

interlineable Ticket Taxes. 

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

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

Operating Carrier or the Marketing Carrier that should have been collected at the 

time of ticket sale or travel document issue by the Ticketing Carrier. 

(d) If the Ticketing Carrier is a third-party, the Marketing Carrier shall use 

commercially reasonable efforts to cause such third-party to implement the 

foregoing provisions. 

19.3 Notwithstanding the provisions of Section 19.2, if the Ticketing Carrier is prohibited by law 

from collecting certain Ticket Taxes in the country where tickets are sold or where travel 

documents are issued, then the Ticketing Carrier is relieved from collecting only such 

Ticket Taxes so prohibited by law. The Ticketing Carrier shall notify, or if the Ticketing 

Carrier is not the Marketing Carrier, the Marketing Carrier shall cause the Ticketing Carrier 

to notify, the Operating Carrier (i) no later than the date of this Agreement with regard to 

any such laws existing as of such date, and (ii) within _ days of the enactment of 

any such laws after the date of this Agreement, which Ticket Taxes it is prohibited from 

collecting and render reasonable assistance to the Operating Carrier so that procedures can 

be implemented to collect such Ticket Taxes from the passenger. 

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

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

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

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

shall be exclusive of such' . . ded however, that the Payor shall inform the 

Payee in writing with at least 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 _ days of receipt by the Payor of any directives that may be given 

to the Payor by such taxation authority; and 

(b) within _ days of payment by the Payor to the relevant taxation authority 

the amounts withheld by Payor. 

19.6 If either Party receives notice from any taxation authority with respect to any assessment or 

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

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

the Party so notified shall inform the other Party in writing within _ days of receipt of 

such notice. If the Party receiving such notice from a taxation authority is or will be 

required to pay any Assessment for which the other Party is ultimately responsible, it shall 

21 

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be entitled to be indemnified against such Assessment in accordance with Section 17.5. The 

Indemnifying Party shall have the option to defend or contest such Assessment in 

accordance with the procedures set forth in Section 17. 

20. JOINT MANAGEMENT COMMITTEE 

20.1 Upon the execution of this Agreement, Continental and LOT will create a joint 

management committee (the "Committee"). Continental and LOT will each designate • 

• management representatives to the Committee and each will have the right to replace its 

management designees at any time upon prior written notice to the other Party. The 

Committee will meet (in person or by telephone) at a mutually agreed interval and will meet 

at such additional times as it determines appropriate for the performance of its 

responsibilities or as reasonably requested by either Party. Each meeting will be conducted 

in accordance with an agenda to be determined as described below. Either Party may place 

an item on the agenda of any meeting of the Committee. 

20.2 The Committee will oversee the management of the transactions and relationships 

contemplated in this Agreement, and, in that capacity, will review the planning and 

implementation of the cooperative services of Continental and LOT, and their respective 

airline Affiliates. The Committee will, as part of its responsibilities, monitor customer 

service quality, system development, performance of Codeshared Flights, marketing 

approach and techniques, shared use of facilities, and all other aspects of the 

implementation, operation, and compliance with this Agreement any other marketing 

agreements between the Parties (if any). The Committee will consider ways to improve the 

performance and efficiency of the cooperative services to reduce costs and to increase the 

benefits afforded to Continental and LOT by the relationship. The Committee will also 

actively consider, and endeavor to develop, opportunities for expanding the scope of the 

relationship between the Parties and their respective Affiliates. Areas for further 

cooperation may include, but are not limited to, ground handling, joint purchasing of fuel 

and other items, facilities consolidation, maintenance, insurance, and the provision of 

management services and systems by Continental andlor LOT and their respective 

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

amicable basis; in the event it is unable to do so, the Committee members shall refer 

disputes to senior management in their respective companies, in accordance with the dispute 

resolution procedures of Sections 22.2 and 22.3. In performing its responsibilities, the 

Committee will be mindful of, and will comply with, all laws and regulations applicable to 

Continental and LOT, including, without limitation, laws and regulations governing 

competition between Continental and LOT. 

21. FORCE MA.JEURE 

Party shall not be liable to the other Party for any loss, injury, damage or delay whatsoever 

resulting, directly or indirectly, from one or more of the following: Acts of God; seizure under legal 

process, governmental sanctions, quarantine restrictions; fire, fog, flood, or other weather-related 

reason; subject to the satisfaction of each Carrier's obligations set forth in Section 15 hereof, failure 

22 

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or refusal on the part of any Competent Authority to grant or issue approvals, consents, clearances, 

exemptions, permits or operating authority, or recession or revocation thereof by any government 

or governmental agency; damage to or destruction of aircraft or other flight equipment; mechanical 

difficulties or breakdowns; grounding of a substantial number of a Carrier's aircraft by any 

Competent Authority or by voluntary action by a Carrier for safety reasons (in lieu of governmental 

actions); unavailability of fuel; riots or civil commotion; strikes, lockouts or labor disputes 

(whether resulting from disputes between either Carrier and its employees or between other 

parties); U.S. military or airlift emergency or substantially expanded U.S. military airlift 

requirements as determined by the U.S. government; activation ofthe U.S. Civil Reserve Air Fleet; 

war or hazards or dangers incident to a state of war; acts of terrorism; or any other acts, matters or 

things, whether or not of a similar nature, which are beyond the control of the Carrier and which 

shall directly or indirectly, prevent, delay, interrupt, or otherwise adversely affect the furnishing, 

operation or performance of such Carrier's obligation hereunder ("Force Majeure Events"); 

provided, however, that the Carrier so affected shall take all commercially reasonable steps to cure 

such nonperformance or delay and shall promptly continue performance hereunder once the Force 

Majeure Event is removed. The Carrier who is affected by a Force Majeure Event shall promptly 

notify the other Carrier of the occurrence of such Force Majeure Event. In the event ofa strike by a 

Carrier's employees, such Carrier will use its commercially reasonable efforts to perform under this 

Agreement. 

22. GOVERNING LAW AND DISPUTE RESOLUTION 

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

laws of the State of New York (without regard to its conflict of laws principles) including 

all matters of construction, validity and performance. 

22.2 Except as otherwise expressly provided in Section 25.3, any controversy, dispute, 

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

Agreement (a "Dispute"), including any question concerning the validity, termination, 

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

be referred by either Party to, and for resolution by, the Committee. If the Committee is 

unable to resolve the Dispute within • days after the Dispute is referred to it, unless 

extended by mutual consent of the Parties, the Dispute must then be referred by both Parties 

for resolution by the respective Presidents of the Parties within an additional. days. It 

will be sufficient for the purposes of referrals under this Section 22.2 that a Party send 

notice of the Dispute to one of its own members of the Committee or its own President, as 

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

22.3 Any Disputes not resolved after referral to the Committee and subsequently to the 

Presidents of the Parties as required in Section 22.2, may then be referred to arbitration as 

provided in Section 22.4. Each of the Parties irrevocably submits to the exclusive 

jurisdiction of such arbitration and expressly and irrevocably waives its rights to bring suit 

against the other Party in any court of law except for the limited purposes of enforcing an 

arbitral award obtained in respect of a Dispute, or for obtaining any injunctive, temporary or 

preventative order or similar order available to it under the laws of any jurisdiction for a 

breach or threatened breach by the other Party of this Agreement which threatens 

irreparable damage. Each Party, to the fullest extent it may effectively do so under 

23 

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substantive governing law applicable to this Agreement, irrevocably waives and agrees not 

to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to 

arbitration. 

22.4 All disputes arising out of or in connection with this Agreement shall be finally settled 

under the Rules of Arbitration of the International Air Transport Association ("IAT A") in 

effect at the time of the submission of the Dispute to lATA (the "Rules"), except as 

modified by mutual agreement of the Parties. In the event of a conflict between the Rules 

and this Section 22, the provisions of this Section 22 will prevail. The arbitration, including 

the rendering of the award, will be conducted by a panel of arbitrators appointed in 

accordance with such Rules. The arbitration panel shall consist of_ arbitrators who 

are knowledgeable about the legal, marketing, and other business aspects of the airline 

industry, and fluent in the English language. The arbitration may be conducted by only • 

• arbitrator if LOT and Continental agree in advance of the arbitration on a mutually 

acceptable individual. The arbitration proceedings shall take place in New York City, and 

shall be conducted in the English language. The cost of such arbitration shall be borne as 

allocated by the arbitrators or, if no such allocation is made, by the Party that does not 

prevail in the proceeding. Nothing herein set forth shall prevent the Parties from settling 

any dispute by mutual agreement at any time. 

22.5 If there is a Dispute submitted to arbitration, any subsequent additional Disputes referred for 

arbitration (including counterclaims between the Parties) wilL be consolidated in the same 

arbitration proceeding. 

22.6· The arbitral proceeding will not exceed _ days commencing on the date that the 

last arbitrator accepts his or her appointment. If the arbitral award is not issued within this 

time, then the arbitration proceeding will be automatically renewed for another _ 

days. Evidence may not be taken in the arbitral proceeding except in the presence of both 

Parties and all witnesses, if any, may be questioned by both Parties. 

22.7 Each Party irrevocably submits to the nonexclusive jurisdiction of the United States District 

Court for the Southern District of New York and of any State Court sitting in New York, for 

purposes of enforcing any arbitral award or for other legal proceedings arising out of this 

Agreement or any transactions contemplated in this Agreement. Each Party, to the fullest 

extent it may effectively do so under substantive governing law applicable to this 

Agreement, also irrevocably waives and agrees not to assert, by way of motion, as a defense 

or otherwise, any claim that it is not subject to the jurisdiction of any such court and any 

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

brought in such court. 

23. COVENANT TO COMPLY WITH ALL LAWS 

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

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

provincial and local laws, rules and regulations of the United States, Poland and all third 

countries including rules and regulations promulgated by the U.S. National Transportation 

Safety Board, U.S. Department of Transportation, U.S. Federal Aviation Administration, the 

24 

REDACTED 
u.s. Department of Defense, the U.S. Department of Homeland Security and the 

counterpart agencies in Poland. Each Party further agrees to participate in (i) the Advance 

Passenger Information System ("APIS") program whereby the Operating Carrier will 

supply the U.S. Bureau of Customs and Border Protection ("CBP") with the required 

passenger manifest data from its flight(s) inbound to and outbound from the United States at 

the time of departure; and (ii) any program of the U.S. Bureau of Citizenship and 

Immigration Services ("USCIS") (if any) whereby the Operating Carrier is allowed to 

transport passengers in transit without visas ("TWOV") via designated U.S. ports of entry 

to athird country. 

23.2 If either Party has notice that a provision of this Agreement is contrary to any Applicable 

Laws, that Party shall immediately notify the other Party in writing, such notice to include a 

description of the perceived violation of regulation and supporting written materials that 

facilitate the other Party's investigation of such perceived violation. 

23.3 Each Party will comply with the data protection and privacy laws of all Competent 

Authorities applicable to it in connection with the disclosure of personal data concerning 

Codeshare Passengers. 

24. PUBLICITY 

Except as required by Applicable Law, neither Party may issue any written press release concerning 

this Agreement without the prior written consent of the other Party, which consent shall not be 

unreasonably withheld or delayed. 

25. CONFIDENTIALITY 

25.1 Except as necessary to obtain any Government Approvals or as otherwise provided below, 

each Party shall, and shall ensure that its directors, officers, employees, Affiliates, and 

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

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

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

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

other Party (the "Affected Party") under the terms of a subpoena or order issued by a court 

or governmental body according to the Applicable Law, it shall (a) notify the Affected Party 

immediately of the existence, terms, and circumstances surrounding such request, (b) 

consult with the Affected Party on the advisability of taking legally available steps to resist 

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

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

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

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

assurance that confidential treatment shall be accorded to the disclosed Confidential 

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

Representatives as required for the purpose of implementing and administering this 

Agreement, and shall inform such Representatives of the confidential nature of the 

Confidential Information and instruct such Representatives to treat such Confidential 

Information in a manner consistent with this Section 25.1. 

25 
25.2 Within _ days after the termination of this Agreement, each Party shall, either 

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

in its possession or the possession of any of its Representatives (including, without 

limitation, any reports, memoranda or other materials prepared by such Party or at its 

direction) and purge all copies encoded or stored on magnetic or other electronic media or 

processors, unless and only to the extent that the Confidential Information is necessary for 

the continued administration and operation of such Party's programs or is reasonably 

necessary in connection with the resolution of any dispute between the Parties. 

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

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

by monetary Damages. Accordingly, it is agreed that, in addition to any other remedy at 

law or in equity, the Affected Party shall be entitled to an injunction or injunctions (without 

the posting of any bond and without proof of actual Damages) to prevent breaches or 

threatened breaches of this Section 25 and/or to compel specific performance of this Section 

25. 

25.4 The confidentiality obligations of the Parties under this Section 25 shall surVIve the 

Termination Date or expiration of this Agreement for a period of_years. 

26. ASSIGNMENT 

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

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

provided however, that each of Continental and LOT 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 Continental or LOT of any of its obligations under 

this Agreement. 

27. SEVERABILITY 

If any provision of this Agreement is or becomes illegal,. invalid or unenforceable under the 

law of any jurisdiction, such provision shall be severed from this Agreement in the 

jurisdiction in question and shall not affect the legality, validity or enforceability of 

the remaining provisions of this Agreement nor the legality, validity or the 

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

the reasonable opinion of either Party, any such severance affects the commercial 

basis of this Agreement, in which case the Party shall so inform the other Party and 

the Parties shall negotiate in good faith to agree upon modification of this 

Agreement so as to maintain the balance of the commercial interests of the Parties. 

If, however, such negotiations are not successfully concluded within _ 

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 a • days' 

prior written notice to the other Party.· 

28. FURTHER ASSURANCES 

26 

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29.1 Each Party shall perform such further acts and execute and deliver such further instruments 

and documents at such Party's cost and expense as may be required by Applicable Laws, 

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 of a Party hereto, such Party shall cause such 

Affiliate to cooperate or participate in such transaction or activity. Each Party shall cause 

such Affiliate 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. 

29. MISCELLANEOUS 

29.1 This Agreement contains the entire agreement between the Parties relating to its subject 

matter, and supersedes any prior understandings or agreements between the Parties 

regarding the same subject matter. This Agreement may not be amended or modified except 

in writing signed by a duly authorized Representative of each Party. 

29.2 The relationship of the Parties hereunder shall be that of independent contractors. Neither 

Party is intended to have, and neither of them shall represent to any 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 andlor 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, agent or contractors of the Marketing Carrier who are on board 

any such Codeshared Flight). 

29.3 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 Continental or LOT may 

propose a review of or amendment to this Agreement to limit or expand any of the terms, to 

extend the relationship to additional activities or city-pair destinations or otherwise to 

modify in any way the transactions or relationships contemplated in this Agreement. 

However, neither Continental nor LOT will have any obligation, for any reason, to effect 

such an amendment. 

29.4 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. 

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

27 
of which when so executed and delivered shall be an original, but all of which taken 

together shall constitute one and the same instrument. 

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

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

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

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

rights, remedies, powers and privileges herein provided are cumulative and not exclusive of 

any rights, remedies, powers and privileges provided by law. The failure of any Party to 

insist upon a strict performance of any of the terms or provisions of this Agreement, or to 

exercise any option, right or remedy herein contained, shall not be construed as a waiver or 

as a relinquishment for the future of such term, provision, option, right or remedy, but the 

same shall continue and remain in full force and effect. No waiver by any Party of any term 

or provision of this Agreement shall be deemed to have been made unless expressed in 

writing and signed by such Party. 

29.7 This Agreement is the product of negotiations between LOT and Continental, 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. 

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

convenience of the Parties, the English version will govern for all purposes of the 

interpretation and performance of this Agreement. 

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

including lost revenues, lost profits or lost prospective economic advantage, arising from 

any performance or failure to perform under this agreement, even if such Party knew or 

should have known of the possibility thereof, and each Party hereby releases and waives any 

claims against the other Party regarding such damages. For the avoidance of doubt, the 

parties agree the foregoing shall not limit a Party's obligation to indemnify the other in 

accordance with section 17 for damages arising out of or relating to a claim, suit or cause of 

action by a third Party. . 

30. NOTICES 

Unless otherwise expressly required in this Agreement, 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) _ Business Days after dispatch, if dispatched by a recognized express delivery 

service that provides signed acknowledgments of receipt; (iii) _ Business Days after deposit 

in the applicable postal service delivery system - air mail; 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 Party shall have the right to change its address for notice to any other location 

28 

REDACTED 
by giving at least _ Business Days prior written notice to the other Party in the manner set 

forth above. 

If to Continental Airlines, Inc.: 1600 Smith Street 

Houston, Texas 77002 

United States of America 

with a copy to: 

If to LOT: 

31. IMPLEMENTATION 

Attention: Senior Vice President, Corporate Development 

Facsimile: ~ 

1600 Smith Street 

Houston, Texas 77002 

United States of America 

Attention: Senior Vice President and General Counsel 

Facsimile: ~ 

17 Stycznia 39,00-906 Warszawa, Poland 

Attention: Network Planning Director 

Fax: 

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

(a) the execution of a Special Prorate Agreement between Continental and LOT; 

(b) the execution of a Frequent Flyer Agreement between Continental and LOT; 

( c) the execution of a Lounge Usage Agreement between Continental and LOT; 

(d) the execution of an Employee Pass Travel Agreement between Continental and 

LOT; 

(d) receipt by Continental and LOT of all necessary Government Approvals, licenses, 

permits, consents, waivers, and authorities applicable to the transactions 

contemplated hereunder; 

(e) successful implementation and testing of interline e-ticket capabilities between 

Continental and LOT, including with all major ODS'; 

(f) successful implementation and testing of codeshare (EDIF ACT) and passenger 

processing automation. 

29 

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[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 

30 
IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives 

to execute this Agreement as of the date first written above. 

LOT Polish Airli~es 

Title: Chief COlTI!l1ercial Officer 

Date: _!.-/2-.!../.-,-Z--,1 I_J~D __ 

BY: ~~ Zbigniew Mazur 

Title: Chief Financial Officer 

Date: /.2/Z/ / ZO/O 

CONTINENTAL AIRLINES, INC. 

Title: Executive Vice President 

Continental Airlines, Inc. 

Oat.: :-,-7:12-"2--/2-0 t (j 

31 
ANNEXA 

DEFINITIONS 

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

"Affiliate" means, with respect to any Person or entity, any other Person or entity directly or indirectly 

controlling, controlled by, or under common control with, such Person or entity. For purposes of this 

definition, "control" (including "controlled by" and "under common control with") means the power, 

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

entity, whether through the ownership of voting securities, by contract or otherwise. Continental's 

Affiliates include, without limitation, Continental Micronesia, Inc. 

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

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

"AIRIMJ>" shall mean the A TA I lATA Reservations Interline Message Procedures manual produced and 

distributed by lATA for the purpose of developing a communication standard between airline reservation 

systems and CRSs. 

"AIRIMP Option 1" shall mean the standards by which the Marketing Carrier transmits information 

regarding Codesharesegments it has sold to the Operating Carrier, including all message and format 

elements as defined in the lATA AIRIMP Manual- section 8.13.1. 

"Airline Guides" means the printed and electronic data versions of the "Official Airline Guide" and the 

"ABC World Airlines Guide," and their respective successors. 

"AI>IS" shall mean the advance passenger information system used to send required data to the U.S. 

Customs Service and the U.S. Immigration and Naturalization Service for passenger processing on 

international flights. 

"ARS" shall mean a Carrier's internal reservation systems whereby schedules, fares, flight availability, 

inventory, etc. reside. 

"AT A" shall mean the Air Transport Association of America. 

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

"Applicable Law" means all applicable laws of any jurisdiction including securities laws, tax laws, tariff 

and trade laws, ordinances, judgments, decrees, injunctions, writs, and orders or like actions of any 

Competent Authority and the rules, regulations, orders or like actions of any Competent Authority and the 

interpretations, licenses, and permits of any Competent Authority. 

"ATPCO" means the Airline Tariff Publishing Company. 

32 
"BTM/Baggage Transfer Message" shall mean baggage transfer messages as defined in the lATA 

Passenger Services Conference Resolution Manual. 

"Business Day" means any day other than a Saturday, Sunday or other day in which banking institutions 

in New York, New York USA, or Warsaw, Poland, are required by law, regulation or executive order to be 

closed. 

"Cascade/Cascading" shall mean the capability of a Marketing Carrier to relay on a real time basis 

Codeshare Flight booking information between a third Party reservation source (e.g. CRS equipped travel 

agency) and the Operating Carrier. 

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

"Code" means the two (2) character identifier assigned to a carrier by lATA 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 B. 

"Codeshared Routes" or "Routes" means the city-pair markets set out in Annex B. 

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

"Committee" has the meaning assigned to such terms in Section 20.1. 

"Competent Authorities" means any national, feder~l, state, county, local, regulatory or municipal 

government body, bureau, commission, board, board of arbitration, instrumentality, authority, agency, 

court, department, 'inspectorate, minister, ministry, official or public or statutory person (whether 

autonomous or not) having jurisdiction over this Agreement or either Party. 

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

govern the transport of passengers traveling on tickets showing such Party's Code in the carrier code box 

of the flight coupon. 

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

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

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

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

access codes; and (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 Pmiy 

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. 

33 
"CRS" means a computerized reservations system owned or operated by any entity, including either Party 

to this Agreement, that contains information about commercial airline schedules, fares, cargo rates, 

passenger and cargo tariff rules and flight availability that is made available to travel agents, cargo agents 

and other non-airline entities to facilitate their ability to make reservations and issue tickets and air 

waybills. 

"Damages" means all third Party claims, suits, causes of action, penalties, liabilities, judgments, demands, 

recoveries, awards, settlements, executions, penalties, fines, losses and expenses of any nature or kind 

whatsoever (including, without limitation, internal expenses of the Indemnified Party, such as employee 

salaries and the costs of cooperating in the investigation, preparation or defense of claims) under the laws 

of any jurisdiction (whether arising in tort, contract, under the Warsaw Convention as amended, or the 

Montreal Convention of 1999, as amended, and related instruments, or otherwise), including reasonable 

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 of indemnification), such as reasonable attorneys' fees and fees for expert witnesses, consultants 

and litigation support services. 

"DCS" shall mean the automated departure control system of a Carrier that performs check-in, capacity 

and load control and dispatch functions. 

"DElIO" shall mean the data element indicator used as a duplicate leg cross-reference on the Operating 

Carrier's SSIM file to identify the Marketing Carrier's two letter code and marketing flight number. 

"Direct Access" shall mean a dedicated link between two Carriers' ARS that enables real-time basis flow 

of information. 

"Direct Sell" shall mean the system link between two ARSs that enables secured sells and real-time 

decrement of inventory. 

"Disclosing Party" has the meaning assigned to such term in Section 25.1. 

"Dual Record Locator" shall mean the record locator as contained within the system originating the 

booking, either a Carrier ARS or a CRS equipped travel agency. 

"EDIFACT" shall mean the United Nations standard for Electronic Data Interchange for Administration, 

Commerce and Transport as used to facilitate the exchange of business data by electronic means using a set 

of standard codes and syntaxes. 

"FLIFO" shall mean real time display of flight activity including departure time, arrival time, diversion, 

delays, etc. sent in MVT standard message format. 

"Force Majeure Events" has the meaning assigned to such term in Section 21. 

"Frequent Flyer Participating Carrier Agreements" means the agreements, if any, from time to time, 

between the Parties relating to the participation of one Party in the other Party's frequent flyer program. 

"Governmental Approvals" means any authorizations, licenses, certificates, exemptions, designations, or 

34 
other approvals of Competent Authorities that are reasonably required (in the opinion of either Party) for 

the operation of the Codeshared Flights. 

"lATA" means the International Air Transport Association. 

"lATA Clearing House" means the clearing house established by lATA to administer and implement 

revenue settlement by reference to the Revenue Accounting Manual published by IA T A. 

"lATA Luggage Resolution" shall mean reference to the lATA Resolutions and Recommended Practices 

Manual on handling luggage claims. 

"lATA PMP" has the meaning assigned in Section 6.2. 

"lATA Scheduling Season" means either the summer or the winter season designated by lATA for the 

scheduling of air services/slots. 

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

which shall not be prior to November 17, 2011. 

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

or amended from time to time. 

"Indemnification Notice" has the meaning assigned to such term in Section 17.3. 

"Indemnified Party" has the meaning assigned to such term in Section 17.3. 

"Indemnifying Party" has the meaning assigned to such term in Section 17.3. 

"Interline Service Charge" means the charge referred to in lATA Resolutions 780b, 780c and 780d. 

"Load Date" shall mean the date in which airline schedules are displayed in ARS, CRS and GDS. 

"Licensed Trademark" has the meaning assigned to such term in Section 13.3. 

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

Party's lounge by the other Party's Premium Class Codeshared Passengers traveling on a Codeshared 

Flight. 

35 
"Marketing Carrier" means the Party 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 of a ticket issued by the Marketing Carrier, 

Operating Carrier or a third-Party for travel on a Codeshared Flight showing the Marketing Carrier's Code 

in the carrier code box of the flight coupon. 

"Marketing Carrier Indemnified Party" has the meaning assigned to such term in Section 17. L 

"Marketing Carrier Reviews" has the meaning assigned to such term in Section 10.3. 

"Marketing Carrier Ticket" means a ticket issued by the Marketing Carrier, Operating Carrier or a thirdParty that contains at least one Marketing Carrier Flight Coupon. 

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

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

name, designator Code and/or flight number. 

"Mutual Emergency Assistance Agreement" means the agreement between the Parties relating to 

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

"MVT" shall mean the transmission of aircraft movement messages to be sent immediately after departure 

or arrival of an aircraft, aircraft diversions, delays, etc. 

"NAR" shall mean the transmission of a new arrival segment message to the down-line Carrier, resulting 

in an updated PNR in that Carrier's ARS (also as reference the AIRIMP manual section 3.7). 

"NCO" shall mean the transmission, to all Carrier's participating in the itinerary, new continuing segment 

information such that the PNR is updated within each Carrier's ARS (also referenced in AIRIMP manual 

.section 3.7). 

"OAG" shall mean the Official Airline Guide. 

"OAGLINKS" shall mean view access of the Operating Carrier's flight database at the OAG. 

"Open For Sale Date" shall mean the date that flight schedules appear and become available for sale in 

ARS, CRS and GDS. Also known as Release Date or Load Date. 

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

Codeshared Flight. 

36 
"Operating Carrier Indemnified Party" has the meaning assigned to such term in Section 17.2. 

"Party" or "Parties" means either or both of Continental and LOT, as the context requires. 

"Payee" has the meaning assigned to such term in Section 19.4. 

"Payor" has the meaning assigned to such term in Section 19.4. 

"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. 

"PNR" shall mean passenger name records that contain a passenger's travel requirements necessary to 

enable reservations to be processed and controlled by the booking Carrier and the Carrier's participating in 

the itinerary. -

"Point of Sale" shall mean the identification of the booking agent's location and CRS. 

"Premium Class" means First Class or Business Class. 

"Representative" has the meaning assigned to such term in Section 25.1. 

"Reservations System" means theinternal computerized airline passenger or cargo rese~vations system 

used by the personnel of an airline that contains information about flight schedules, fares, cargo rates, 

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

ability to make reservations and issue tickets or air waybills. 

"Rules" has the meaning assigned to such term in Section 22.4. 

"Seamless Availability" shall mean the system link between two ARSs that enable real time availability 

exchange rather than AVS messages. 

"Seamless Connecting Service" shall mean the adopted service standards and procedures between two or 

more Carriers are deployed at airports, reservations offices and other service delivery locations. 

"Star Alliance" means the globally branded multilateral airline alliance in which Continental participates. 

"Sold As Information" shall mean the association of the Marketing Carrier's flight number and booking 

class to the Operating Carrier's flight number and booking class. 

"SSIM" shall mean the Standard Schedules Information Manual as produced by IA T A to facilitate the 

electronic data processing of airline schedules throughout the industry. 

"SSM" shall mean standard schedule messages as referenced in the IA T A SS1M Manual, Chapter 4 to 

facilitate changes to published airlines' schedules. 

37 
"SNC" shall mean the transmission of automated Synchronization Message Option 1 (reference AIRIMP 

manual section 8.5) that provides information to the recipient to enable synchronization of their PNRs with 

that of the sender. 

"Special Prorate Agreement" means any bilateral agreement, from time to time, between the Parties 

relating to the proration of interline revenue. 

"SYN" shall mean the transmission of automated Synchronization Message Option 3 (reference AlRIMP 

manual section 8.5) that provides information to the recipient to enable synchronization of their PNRs with 

that of the sender. 

"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 date provided in the 

notice of termination given in accordance with Section 16.1. 

"TCI" shall mean the electronic data exchange of Through Check-in messages between two Carriers' DCS 

according to lATA standard version 03: 1 with UN APIS using the inter-airline IA TCIIEDIF ACT links. 

"TCN Codeshare Agreement" means an agreement to be filed by the Marketing Carrier with A TPCO in 

which the marketing Carrier will provide the range of its Marketing Flight numbers. 

"Through Check-in" shall mean the use of TCl electronic data exchange to process a passenger with seat 

assignments, luggage check-in and other passenger related functions to their final destination. This also 

includes the data exchange over multiple-hosted systems in a passenger's itinerary. 

"Ticketing Carrier" means a carrier whose traffic documents are used to issue a 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. Ticket Taxes together with the taxes referred to in Section 19.1 are collectively referred to as 

"Taxes". 

"TWOV" means a carrier's ability to transport passengers in transit without visas via designated U.S. ports 

of entry to a third country. 

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

38 
"U.S." or "United States" means the fifty states of the United States of America, its Territiories, Guam, 

the District of Columbia and the Commonwealth of Puerto Rico. 

"USCIS" means the U.S. Bureau of Citizenship and Immigration Services. 

39 
ANNEXB 

INITIAL CODESHARED ROUTES. 

The Parties shall mutually designate certain flights serving the Codeshared Routes shown below on which 

the Parties and their respective Affiliates shall place their respective Codes. The implementation date for 

each Codeshared Route shall occur on the date listed in the respective tables below, if any, subject to 

obtaining all Governmental Approvals and the conditions precedent listed in Section 31, to the extent 

applicable. For the purposes of this Annex B, "implementation date" shall mean the date the first 

Code shared Flight is operated on the respective Codeshared Route. In the event that all Governmental 

Approvals have not been obtained or the applicable conditions precedent listed in Section 32 have not been 

complied with by such date, for some particular Code shared 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 

days after the date all Governmental Approval are received by the Parties for 

each such Codeshared Route. 

Any Route operated by LOT between LOT gateways at Amsterdam, Frankfurt, London and l>aris 

and Poland. 

Any Route operated by LOT between Newark (EWR) and Warsaw (WA W). 

Any Route operated by Continental bctwccn NcwarkINcw York and thc Following Points: 

City, Country 

Boston (BOS) 

Los Angeles (LAX) 

Miami (MIA) 

Orlando (MCO) 

San Francisco (SFO) 

Washington, DC (lAD) 

40 

Implcmentation 

Date 

TBD 

TBD 

TBD 

TBD 

TBD 

TBD 

REDACTED 
ANNEXC 

[NOT USED] 

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 

41 
ANNEXD 

GOVERNMENTAL APPROVALS 

Continental shall secure and maintain the following governmental approvals: 

1. Economic authority (including Statement of Authorization under 14 CPR Part 212) from the United 

States Department of Transportation ("DOT") to codeshare with LOT over the Codeshared Routes. 

2. Economic authority from the aviation authority of YYY to codeshare with LOT over the 

Codeshared Routes. 

LOT shall secure and maintain the following governmental approvals: 

1. Economic authority from the aviation authority of YYY to codeshare with Continental over the 

Codeshared Routes. 

2. Economic authority from DOT (including Statement of Authorization under 14 CPR Part 212) to 

codeshare with Continental over the Codeshared Routes. 

42 
ANNEXE 

TECHNICAL IMPLEMENTATION AND SYSTEM LINKS 

I. Schedule Transmission and Publication 

The Parties agree to provide each other schedule file information so that each may effectively publish in all 

distribution media the Codeshare Flights contemplated in this Agreement. 

Accordingly, the Parties agree to the following procedures. 

1. Schedule Format 

A. Exchange schedule data in SSIM format sent via electronic transmittal. 

B. Implement the use of SSM formatted exchanges. 

C. Ensure schedule data include the following items: flight number, equipment type, airport station 

codes, departure/arrival times, frequency, effective/discontinue dates, duplicate leg crossreference indicators including DEI 10 and DEI 50. 

2. Transmission 

A. Use commercially reasonable efforts to file with OAG (or a successor entity or process) the 

same flight information with the same Load Date (Open for Sale Date) such that flight 

schedules are synchronized. 

B. Use commercially reasonable efforts to advise each other at least. days prior to Load Date of 

ad hoc schedule changes. 

3. Schedule Changes/New Service 

A. Advise at least. days prior to Load Date any new flight segment(s) that are to be Codeshare 

Flights. 

B. Make certain that such changes are not effective prior to Load Date. 

C. Prior to codesharing, specific procedures for schedule change on Codeshare flights and the 

reaccommodation of Codeshare customers will be mutually agreed. 

II. Internal Reservations and Distribution Systems 

Subject to Section 3, the Parties agree to implement the following prior to the implementation of 

Codesharing: 

43 

REDACTED 
1. lATA standard AIRIMP Option 2 messaging with Dual Record Locator such that Codeshare Flight 

bookings are synchronized. 

2. Reciprocal Direct Access ARS links. 

3. Host to host Seamless Availability and Direct Sell agreements between their respective ARS. 

4. Ability of the Marketing Carrier to Cascade third Party CRS Direct Access Availability, Seamless 

Availability and Direct Sell requests to the Operating Carrier. 

5. lATA standard AIRIMP standard down-line continuing segments (NARJNCO messages) and 

synchronized message tags (SYN/SNC messages) to provide updated booking records in each 

other's ARS. 

6. Participation in the other's host-CRS, if different from its ARS, at a level that provides services 

based on Seamless Availability. 

7. Interline E-ticket (paperless tickets) as well as explore other E-Commerce initiatives including, but 

not limited to, joint or common airport self service devices and internet check-in. 

8. MVT exchanges providing for automated FUFO of all Codeshare Flights. 

9. Reservations procedures necessary for the support of Codes hare Flights. 

10. Procedures to reduce the number of no-show Codeshare Flight PNRs by including Codesahre 

records in day of departure down-line cancellation process. 

11. Marketing Carrier's inventory integrity rules will apply. 

III. Through Check-In and Seamless Connecting Service 

The Parties agree to implement and maintain Through Check-in (TCI) and seamless connecting service 

capabilities prior to the implementation of codesharing. 

Accordingly, the Parties agree to the following list of initiatives. 

1. CO/LOT Arrival Connecting to CO/LOT Departure 

A. Provide passenger with all down-line connecting flight seat assignments and boarding passes at 

point of initial check-in where technically feasible. 

B. Perform airline standard document checks for each connecting passenger at point of initial 

check-in and issue lATA standard automated baggage tags. 

C. Perform enhanced security processing including but not limited to the collection and sending of 

APIS data in compliance with governmental regulations. 

D. Check bags through to the passenger's final destination airport where technically feasible. 

44 
E. Exchange industry standard Baggage Transfer Messages to the down-line carrier to ensure 

automated baggage sorting, passenger and baggage reconciliation and other baggage services. 

F. Automatically process frequent flyer information in each Party's ARS and develop procedures 

to transmit flown activity to the Marketing Carrier. 

2. Training 

Provide the necessary staff, facility and training materials as well as training sessions for their 

customer service trainers and/or staff to assure full competency in providing the functions defined 

herein. 

45