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 ProgramManager, Docket Operations DepartmentofTransportation 1200NewJersey Avenue, SE Room W12-140 Washington, DC 20590 ZUCKERT,SCOUTT& RASENBERGER, L.L.P. 888 17TH STREET, N.W., SUITE700 WASHINGTON, D.C. 20006 TELEPHONE: (202) 973-7939

FACSIMILE: (202) 342·0683



### 018272.0000222 January 4,2011

Re: Applications ofContinental 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 DearMs. Wright: Enclosedfor submissioninthe above-referenced dockets is an executed, redacted copy of the codeshare agreementbetween Continentall 

### andLOT.2 

### Respectfully submitted, CROWELL & 

### MORING LLP

Lorraine B. Halloway

. lhalloway@crowell.com Counsel for Continental Airlines, Inc. Enclosure ZUCKERT, SCOUTT& 

### RASENBERGER, L.L.P.



## iegillick@zsrlaw.com Counsel for Polskie LinieLotnicze LOT S.A.

cc: Paul Gretch, EstaRosenberg, George Wellington (w/enclosure) All Parties listed onthe attached Service List (w/o 

### enclosure) DCACTIVE-14096249,l



### Commonnames ofcarriers are used. 2 

### Copies may be obtainedby 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

## CODESHAREAGREEMENT Between POLSKIELINIELOTNICZE LOT S.A. (LOT Polish Airlines) And CONTINENTALAIRLINES, 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 LAW 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 33CODESHARE AGREEMENT
This CODESHAREAGREEMENT (this "Agreement"), dated as of8 October, 2010, is

between ContinentalAirlines,Inc., a corporation organized underthe laws ofthe State of Delaware, United States ofAmerica, having its principal office at 1600 Smith Street Houston, Texas 77002 United States ofAmerica (herein afterreferred to as "Continental"), and PolskieLinie 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 ofWarsaw, 13th Commercial Division ofthe 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 ofthe 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 ofsuch terms. Continental and LOT may each be referred to as a "Party" and may collectivelybe referred to as the "Parties". 1.2 The Parties agree that accepted industry procedures and agreements relating to the interlining ofpassengers 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, exceptto the extentthat they are inconsistent or conflict with the terms ofthis 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 ofthe Agreement. The initial list of Codeshared Routes on which the Parties andtheirAffiliatesmay 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 ofcustomer 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 boththe 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 Carrieras established during the codeshare implementation. 2.6 With respect to Codeshare Passengers, the Conditions ofCarriage ofthe Marketing Carrier shall be deemed to governthe transportation ofCodeshare Passengers on Codeshare Flights. As between the Carriers, the Conditions ofCarriage ofthe 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 ofdoubt, 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 ofCarriage pursuantto this Agreement. Notwithstanding anything in this Section 2.7, the liability ofthe 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 Flightto 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 ifnot, in a higher class of service, and (ii) 

### any reasonable hotel, meal, and other incidental costs associated withthereaccommodation. 

### 3. IMPLEMENTATION EXPENSES 3.1 Each Party shall bear its own costs and expenses ofperformance under this Agreement, including, without limitation, costs and expenses associated with the following, unless otherwise agreedin writing betweenthe Parties: (a) any systems to support the automation ofprocedures and settlement relating to the Codeshared Flights (e.g., PNR exchange, yield management, revenue accounting, etc.), includingroutine 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 ofjointly funded items shall be determined by the Parties in advance ofeach specific project.



### 5

### 4. INVENTORY CONTROLAND PROCEDURES 4.1 Subjectto the rights ofeachParty to manage its seatinventory, includingthe seatinventory onthe operational flights ofany other airline(s) thatthe 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 implementationofCodesharing: (a) establish SeamlessAvailability and Direct Sell links betweentheirrespective 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 availableto the Marketing Carrierin a mannerto be mutually agreed by the Parties, (c) establish the ability to make advance seat assignments on each other's flights. Each ofthe Parties further agrees to expend such amounts as may be reasonably required on mutually agreed systems development. To the extent the Parties disagree about whichParty'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 bythe 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 ofthe 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 Carrierthe integrity ofits inventory management system in orderfor the Operating Carrier to maximize its profitability. 4.3 This Section 4.3 shall govern the published fares, including carrier imposed surcharges applicable thereto, ofthe Marketing Carrier offered on Codeshared Flights as follows: (a) Forroutes servedby only one Party, or its Affiliates, the Marketing Carrier will file the fares and fare rules filed bythe Operating Carrierfor such route. (b) For routes served by both Parties or their Affiliates, on both a non-stop or a

6connectingbasis, the Marketing Carrier will file eitherthose fares and rules filed for its own:flights on suchroute orthose filed by the Operating Carrier on suchroute. (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 suchroute. (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 ofSection4.3(a), (b) and (c). (e) A Marketing Carrier will not be inbreach oftherules set forth in Section 4.3(a), (b), (c) or (d) ifit is in compliance with such rules within hours after the applicable fare orfare rule is published by the Operating Carrier. (f) In the event ofthe Marketing Carrier's breach ofSection 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) ofany kind for interline itineraries valid on airlines, other than Continental or LOT, on any origin and destinationcity pair. (h) In implementing the rules established by this Section4.3, 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, onthe otherhand.

. 

### 5. MARKETING AND PRODUCTDISPLAY 5.1 The Codeshared Flights will be marketed and promoted by the Marketing Carrier under its

7 

### REDACTEDCode. EachParty shall ensure that its respective advertising and promotions comply with all applicable governmental laws, rules and regulations ofany 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 andholding out ofCodeshared Flights provided for herein in thejurisdictionwhere suchrules 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 atthe earliestpossible opportunity and inparticular atthe point ofsale. 5.2 The Marketing Carrier may identify the Codeshared Flights, in accordance with Applicable Law, in Airline Guides, CRSs, Reservations Systems and other sources ofairline 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 ofairline 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 IAT 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 operatedbythe Marketing Carrier orits 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 ofthe Codeshared Flights shall be subject to prior agreement between the Partiesandthe costs ofsuchjointadvertising and promotion shall be shared based on prior agreement. 5.5 Each Party may use its ownflightnumber 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 ISSUANCEAND 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.

86.2 All Marketing Carrier Flight Coupons honored on Codeshared Flights shall be uplifted by the Operating Carrier, which is responsible for processing and billing ofsuch documents as follows: (a) The Operating Carrier shall bill uplifted coupons to the Ticketing Carrier using the normal interline settlementprocess ofthe 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 ifthey 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 ofan 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 ofany applicable surcharge collectedbythe 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 thatthe Operating Carrier canreceive its prorated share ofthe YQ (fuel) collected by the Ticketing carrier for a Codeshared Flight (or any successor) (b) Ifthe Operating Carrier does not have an interlinetraffic agreement with aTicketing 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 agreementto such application. (c) Ifthe Operating Carrier has an interline traffic agreement with a Ticketing Carrier that issued a Marketing Carrier Ticketbut 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 ofthe Carriers. The Carriers will request the CRS vendors to directly bill the Operating Carrier for such booking fees iffeasible. Ifsuch direct billing is not feasible, the Carriers shall bill each other monthly and shall provide documentation that is reasonably acceptable to the other Carrierofsuchfees 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



### 9Marketing 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 ofthe Marketing Carrier. Unless otherwise agreed in writing by the Parties, such waiver shall be effective

_ days before the implementation date ofthe first Codeshared Flight, and shall remain in effect for

_ days after the Termination Date ofthis Agreement to facilitate the re-accommodation ofany 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 bywritten correspondence or ameeting 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 ofits Marketing Flight numbers, as required. The Marketing Carrier will be responsible, throughout the term ofthe Codeshare Agreement, for updating its Marketing Flightnumbers with ATPCO.



### 7. FACILITIES The Parties acknowledge the importance ofmaintaining 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 ofsuch signs, subjectto the approval ofthe relevant airport authority or other lessors. 

### 8. TRAINING 8.1 Except as otherwise agreed, each Party shall provide orarrange, at its own cost and expense, all initial and recurring training ofits personnel to facilitate the Codeshared Flights and operations at airports servedby the Codeshared Flights, including reservations and ticketoffices, and otherpoints ofcontactbetweenthe Parties andthe public. This training shall includepassenger service, reservations and sales activities, and in-flight service involving the CodesharedFlights, 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 similarrights to any materials exchanged shall remain with the Party who originally developed such materials. 

### 9. SECURITY 9.1 The Parties shall cooperate inmatters ofsecurity procedures, requirements, and obligations at all airports servedby the CodesharedFlights. 9.2 The Operating Carrierreserves the rightto apply theprovisions ofits own security programsto the carriage ofall passengers, baggage and cargo on board the Codeshared Flights, but shall, ata minimum, comply with the standards setforth bythe relevant



### 10 

### REDACTEDCompetentAuthorities and be reasonably acceptable to the Marketing Carrier, with the understanding that safety and security are ofthe utmost importance to both carriers. Such provisions may include any then applicableprocedures used for the physical screening of passengers, baggage orcargo, interviewing ofpassengers, 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 ofthe Carrierthat originates the customertravel. 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 ofsafety, security and loss preventionpolicies onthe 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 ofits leased and owned aircraft, and for other equipment used in connection with the Codeshared Flights. Maintenance ofsuch aircraft and equipment must, at a minimum, comply with the standards imposedbythe 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 ofCodcshared 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



### 11totheimplementationofcodesharing. 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. OTHERMARKETING PROGRAMS

12.1 TheFrequentFlyerParticipating Carrier Agreements shall governtheparticipation ofeach Partyinthe otherParty'sfrequent 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 oftheir departure pursuant to the Lounge Access Agreementto be negotiated bythe Parties in good faith. Inthe case of Premium Class Codeshared Passengers traveling under LOT's Code, access will be provided to Continental's lounges on the day oftheir 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) onthe day oftheir 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 orotherproprietary 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 otherParty, its agents, servants or otheremployeesbythe execution orperformance ofthis Agreement. 13.3 Each of LOT and Continental acknowledges for all purposes that any and all logos, trademarks, service marks, and trade names ofthe other, whether registered or not, are and

12shall at all times remain the exclusive property of the other Party, and may not be used without the prior written consent ofsuch Party, except as set forth herein. Each ofLOT and Continental further acknowledges that any goodwill or other rights that arise as a result of the use by it ofthe other Party's marks, as permitted under this Agreement, shall accrue solely to the benefit ofthe 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 andunconditionally assign suchright, title and interestto the former Party without royalties or compensation ofany kind. Each ofLOT and Continental hereby grants to the other, a non-exclusive, non-transferable, royalty-free license for the term ofthis Agreement to use its service marks as shown in the Annex F to the Agreement, each a "Licensed Trademark" subjectto 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 ofthe Codeshared Flights contemplated by this Agreement. 13.4 EachParty agrees to use the Licensed Trademarks only in a manner approved in advance and in writing bythe Party owning suchLicensed Trademarks. Each Licensed Trademark shall bemarked with an ® or 8Mor other symbol, as appropriate. 13.5 EachParty agrees that all advertising andpromotional materials bearing the Licensed Trademarks ofthe otherPartyin relationto airtransportation services contemplated by this Agreement shall meetthe quality and presentation standards as setforth by the Party owningthe relevantLicensedTrademark. 13.6 Each Party has sole discretionto determinethe acceptability ofboth the quality and presentationofadvertising andpromotional materials using its Licensed Trademarks. 13.7 EachParty isresponsible for providingto its own authorized agents and airport locations the agreed promotional materials bearingthe Licensed Trademarks. 13.8 Notwithstandingthe limitations ofthis Section 13, each ofthe Party's may use the other Party'sLicensedTrademarks for purposes ofcomplying with 14 C.F.R. Part 257 (U.S. DOT Airline Designator Code Sharing Policy) or any comparable regulations imposed by the Competent Authorities, withoutprior approval. 

### 14. REPRESENTATIONS AND WARRANTIES 14.1 Each ofLOT and Continental hereby represents and warrants to the best ofits knowledge andbelieftothe other as follows: (a) It is an air carrier duly authorized to act as such by the government ofits 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,

13assuming 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 ofbankruptcy, insolvency or other similar laws affecting creditors' rights generally, and the application of general principles of equity and publicpolicy. (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 orviolation 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 ofthis Agreement do not require the consent or approval of, or the giving ofnotice to, the registration with, the recording or filing ofany documents with, or the taking ofany other action in respect of, any CompetentAuthority, any trustee or holder ofany ofits 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 effectonthe transactions contemplated in this Agreement. 14.2 Each of the foregoing representations and warranties shall survive the execution and delivery ofthis 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 thatmayhereafterbe 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 withrespect to the approved Codeshared Routes, and the Parties shall thereaftercontinueto endeavorto obtain approval ofthe remaining city-pairmarkets. 15.3 If the Parties obtain none of the Governmental Approvals required for the Codeshared Routes within days ofthe date ofthis Agreement, or ifall 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 

## REDACTEDsolution to enable the commencement ofthe Codeshared Route(s). Ifa 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 ofany 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 safetyrules and procedures.



### 16. TERM 16.1 The term ofthis Agreement shall commence on the date first written above and shall remain in effectuntil terminatedby eitherPartyupon.days' priorwritten notice. 16.2 Throughout the term of this Agreement, either Party has the right to suspend performance ofthis Agreement immediately by giving written notice to the other Party in the eventthatit has reasonto suspect orbelieve orinthe eventthat: (i) the other Party has suffered a significant emergency or serious incident or accident or received a serious threat that relates to any ofthat Party's flights orto a CodesharedFlightor CodesharedRoute; 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 ofTransportation ("DOT"), the United States Department ofHomeland Security ("DHS") orthe United States Department ofDefense ("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 ifsuch 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 eitherParty gives notice to the otherParty; or (iv) the civil aviation authority ofPoland does notprovide safety oversight ofits 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 ofCategory 2 from the

15 

### REDACTEDFederal Aviation Administration ("FAA"), or the United States receiving an equivalentrating from counterpart authorities inPoland. 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 eventthatthe Operating Carrier at any time discontinues or suspends ormore ofthe CodesharedFlights operatedby it other than due to Force Majeure as defined in Section 21. 16.4 Ifa 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. Ifthis Agreement is suspended or terminated pursuant to Section 16.2 or 16.3, Sections 16.5 and 16.6 shall apply. 16.5 Subjectto Section 16.6, in the event.oftermination ofthis Agreementthe 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 orreissue such tickets to permit use on the Operating Carrier. The Operating Carrier shall accept passengers traveling on such tickets as ifsuchreservationshad beenbooked through the Operating Carrierusing ordinary interlineprocedures but giving effectto the revenue settlementmethodology provided for in Section 6 ofthis 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 Agreementby providing the otherParty

_ days' priorwritten 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 theirrespective directors, officers, employees and agents (each individually a, or collectively the, "Marketing CarrierIndemnified 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 causedby, orbe occurring in connectionwith) any ofthe following:

16 

### REDACTED(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 ofthe death ofor injury to Codeshared Passengers traveling on Marketing Carrier Tickets irrespective ofconditions or liability limits that apply or maypurportto apply); (b) the death oforinjury to, or loss or damage to property of, third parties not carried on boardthe aircraft operatedbythe Operating Carrierbut occurring in connection with such operations; (c) negligent acts or omissions ofan 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 ofany ofits representations or warranties set forth in Section 14 ofthis Agreement; or (e) infringement of a third-party's intellectual property or similar rights by the Operating Carrier's logos, trademarks, servicemarks ortrade 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 grossnegligence 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 ofeither 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, causedby, or occurringin connection with (or allegedto arise out of, be causedby, or occurringinconnection with) any ofthe following: (a) the death of or injury to or delay of persons, or delay or loss of or damage to property (including aircraft, equipment, baggage, mail or cargo) occurring while such persons or property are under the control or in the custody of, or being transported by, the Operating Carrier, but only to the extent caused by the gross negligence orwillful misconduct ofaMarketing CarrierIndemnified Party; (b) the death ofor injury to, or loss or damageto property of, third parties not carried on boardthe aircraft operatedbythe Operating Carrierbut occurring in connection with such operations, to the extent caused by the gross negligence or willful misconduct ofthe Marketing Carrier;

17(c) negligent acts or omissions ofa 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 indemnifiedParty); 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 IAT A or other applicable ticketing procedures, including, without limitation, the failure to put a'proper notice of the limits ofliability under the Warsaw Convention, as amended, or the Montreal Convention of 1999, as amended, on such documentation (itbeingunderstood that inticketing Codeshared Passengers, the Marketing Carrier is entitled to apply the limits ofliability 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 ofany 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) ifthe Marketing Carrierhadproperly complied with all lATAticketing procedures; (e) the Marketing Carrier's breach of its representations or warranties set forth III Section 14 ofthis Agreement; or (f) infringement of a third-party's intellectual property or similar rights by the Marketing Carrier'slogos, trademarks, service marks ortrade 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") ofsuch 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 oforto settle any suchthird-party claim. The Indemnifying Party shall have the right to elect to settle any such claim for monetary Damages only, subject to the consent ofthe IndemnifiedParty; provided, however, 

### ifthe 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 ofbeing requested to do so, the Indemnified Party shall assume the defense ofsuch claim or demand and regardless ofthe outcome ofsuch matter, the Indemnifying Party's liability hereunder shall be limited to the amount ofany such proposed settlement. Ifthe Indemnifying Party fails to take any action against the third-party claim that is the subject ofan Indemnification Notice within

.. • days ofreceiving 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, butwithoutthe further consent of, the Indemnifying Party



### 18 

### REDACTEDsettle or defend against such**third~party** claim for the account, and at the expense, ofthe Indemnifying Party. Except as set forth inthis Section 17.3, the Indemnified Party shall not enter into any settlement or other compromise or consent to ajudgment with respect to a third-party claim to which the Indemnifying Party has an indemnity obligation without the prior written consent ofthe Indemnifying Party. 17.4 EachIndemnifiedParty shall have the right, butnotthe duty, to participate in the defense of any claim with attorneys ofits own choosing and at its own cost, without relieving the IndemnifyingParty ofany 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 ofthe Parties under this Section 17 shall survive the Termination Date or expiration ofthisAgreement. 

### 18. INSURANCE 18.1 The Operating Carrier shall procure and maintain for the benefit ofthe Marketing Carrier during the term ofthis Agreement with insurance carriers ofknown financial responsibility, insurance ofthetype and in the amounts listed below: (a) Airline Aviation Third Party Legal Liability in respect ofall 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 ofthe 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 contributionfrom any insurance carriedby the Marketing Carrier to the extent ofthe indemnity specified in Section 17.1, and shall (i) namethe 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 ofinterest clause and a breach ofwarranty clause in favor of the Marketing Carrier, (iii) specifically insure the Operating Carrier's indemnification obligations under this Agreement to the full extent ofthe coverage provided by the Operating Carrier's policy or policies, and (iv) contain a provision stating that the Operating Carrier's policy or policies are automatically amended to comply with the laws and regulations ofany local, federal, or other governmental authorityhavingjurisdictionover aircraft operated bythe Operating Carrier. (b) The than Carrier shall maintain a combined single limit ofliability ofnot less (in LO Third Party Legal Liability War Coverage for B767s

19 

### REDACTED

### _,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 otherrevenue and non-revenue passengers), and (ii) 

### war and alliedperilsmay be subjectto 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 ofthe first Codeshared Flight, and thereafter within

_ Business Days ofthe 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 ofwar 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 thereofwhich is attributableto 

### itin connection with the sale ofairtransportation 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 Partieshereby 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 ofthe Codeshared Flights. Ifthe Ticketing Carrier is the Marketing Carrier or a third-party, the Operating Carrier shall report and issue a



### 20 REDACTEDdebit 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 interlineableTicketTaxes. (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 ofticket sale ortravel document issue bythe 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 Notwithstandingthe provisions ofSection 19.2, ifthe 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 ifthe Ticketing Carrier is notthe Marketing Carrier, the Marketing Carrier shall cause the Ticketing Carrier to notify, the Operating Carrier (i) no later than the date ofthis Agreement with regard to any such laws existing as ofsuch date, and (ii) within

_ days ofthe enactment of any such laws after the date ofthis Agreement, which Ticket Taxes it is prohibited from collecting and render reasonable assistance to the Operating Carrier so that procedures can beimplementedto collect suchTicketTaxes from the passenger. 19.4 Both Parties acknowledge that the tax laws ofthe countries in which they may operate in connection with the Codeshared Flights may require withholding ofTaxes on certain ofthe payments that either ofthe Parties or their agents (the "Payor") may be required to pay to the other Party (the "Payee"), under this Agreement. Itis agreedthatpayments 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 ofits intent to withhold the Taxes and the legal basis for such withholding. The Payor shall inform the Payee: (a) within

_ days ofreceipt by the Payor ofany directives that may be given to the Payorby suchtaxation authority; and (b) within

_ days ofpayment by the Payor to the relevant taxation authority the amounts withheld by Payor.

19.6 Ifeither Party receives notice from any taxation authority with respect to any assessment or potential assessment or imposition ofany 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 informthe other Party inwriting within

_ days ofreceipt 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 

### REDACTEDbe entitledto be indemnified against suchAssessment in accordance with Section 17.5. The Indemnifying Party shall have the option to defend or contest such Assessment in accordance withtheprocedures 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 • • managementrepresentatives 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 (inperson or bytelephone) at amutually 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 onthe agendaofany meeting ofthe 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 ofthe 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 (ifany). The Committee will consider ways to improve the performance and efficiency ofthe 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 offuel 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 seniormanagement 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 competitionbetween 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 orindirectly, from one or more ofthe following: Acts ofGod; seizure under legal process, governmental sanctions, quarantine restrictions; fire, fog, flood, or other weather-related reason; subject to the satisfaction ofeach Carrier's obligations set forth in Section 15 hereof, failure

22 

### REDACTED

### or refusal onthe part ofany Competent Authority to grant or issue approvals, consents, clearances, exemptions, permits or operating authority, or recession or revocation thereofby any government or governmental agency; damage to or destruction ofaircraft 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 ofgovernmental 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 orhazards or dangers incident to a state ofwar; acts ofterrorism; or any other acts, matters or things, whether or not ofa similar nature, which are beyond the control ofthe 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 ofthe occurrence ofsuch ForceMajeure Event. In the event ofa strike by a Carrier's employees, such Carrierwill use its commercially reasonable efforts to perform under this Agreement. 

### 22. GOVERNING LAWAND DISPUTERESOLUTION 22.1 This Agreement shall in all respects be governed by and construed in accordance with the laws ofthe State ofNew York (without regard to its conflict oflaws principles) including all matters ofconstruction, 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 ofthis Agreement, must first be referred by either Party to, and for resolution by, the Committee. Ifthe Committee is unable to resolve the Dispute within • days after the Dispute is referred to it, unless extended bymutual consentofthe Parties, the Dispute mustthenbe referred by both Parties for resolution by the respective Presidents ofthe Parties within an additional. days. It 

### will be sufficient for the purposes ofreferrals under this Section 22.2 that a Party send notice ofthe Dispute to one ofits own members ofthe Committee or its own President, as the casemaybe, with acopyto the otherParty. 22.3 Any Disputes not resolved after referral to the Committee and subsequently to the Presidents ofthe 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 ofsuch arbitration and expressly and irrevocably waives its rights to bring suit against the other Party in any court oflaw except for the limited purposes ofenforcing an arbitral award obtained inrespect ofa 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 

### REDACTEDsubstantive governing law applicable to this Agreement, irrevocably waives and agrees not to assert, by way ofmotion, 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 ofArbitration ofthe International Air Transport Association ("IATA") in effect at the time of the submission of the Dispute to lATA (the "Rules"), except as modified by mutual agreement ofthe Parties. In the event ofa conflict between the Rules and this Section 22, the provisions ofthis 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 ofsuch 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 disputebymutual agreement at any time. 22.5 Ifthere is a Dispute submittedto 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. Ifthe 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 ofboth Parties and all witnesses, ifany, may be questioned bybothParties. 22.7 Each Party irrevocably submits to the nonexclusivejurisdiction ofthe United States District Court for the SouthernDistrict ofNew York and ofany State Court sitting in New York, for purposes ofenforcing any arbitral award or for other legal proceedings arising out ofthis 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 notto assert, by way ofmotion, as a defense or otherwise, any claim that it is not subject to thejurisdiction ofany such court and any objectionthat it may have as to venue or inconvenient forum in respect ofclaims or actions brought in such court. 

### 23. COVENANT TO COMPLYWITH 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 ofthe United States, Poland and all third countries including rules and regulations promulgated by the U.S. National Transportation SafetyBoard, U.S. Department ofTransportation, 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 passengermanifest data from its flight(s) inboundto 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 ofentry to athirdcountry. 23.2 Ifeither Party has notice that a provision ofthis Agreement is contrary to any Applicable Laws, that Party shall immediatelynotify the other Party in writing, such notice to include a description ofthe perceived violation ofregulation and supporting written materials that facilitate the other Party's investigation ofsuch 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 ofpersonal data concerning Codeshare Passengers. 24. PUBLICITY 

### Exceptas required byApplicable Law, neither Party may issue any writtenpress 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 ofthis Agreement. Ifa Party (the "Disclosing 

### Party") is requested to disclose any Confidential Information ofthe other Party (the "Affected 

### Party") under the terms ofa subpoena or order issued by a court or governmental body accordingto 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 oftaking legally available steps to resist or narrow such request, and (c) ifany disclosure ofConfidential Information is required to preventthe 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 consistentwiththis Section25.1.

2525.2 Within _ days after the termination of this Agreement, each Party shall, either deliver to the other Party or destroy all copies ofthe 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 withthe resolution ofany dispute betweenthe Parties. 25.3 Each Party acknowledges and agrees that in the event ofany breach ofthis 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 ofthis Section 25 and/orto compel specific performance ofthis Section 25. 25.4 The confidentiality obligations of the Parties under this Section 25 shall surVIve the Termination Date orexpiration ofthis Agreement for aperiod of_years. 

### 26. ASSIGNMENT NeitherParty may assign or otherwise convey any ofits rights under this Agreement, or delegate or subcontract any of its duties hereunder, without the prior written consent of the other Party; providedhowever, that each ofContinental and 

### LOT may assign, subcontract or delegate any ofits 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 ofany ofits obligations under this Agreement. 

### 27. SEVERABILITY Ifany provision ofthis Agreement is or becomes illegal,. invalid or unenforceable under the law ofanyjurisdiction, 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 ofany otherjurisdiction; unless, in the reasonable opinion ofeither Party, any such severance affects the commercial basis ofthis 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 ofthe commercial interests ofthe 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' priorwrittennoticeto the other Party.· 

### 28. FURTHERASSURANCES


### 26 

### REDACTED

### 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 ofthis Agreement. 29.2 Ifand to the extent the transactions or activities contemplated by this Agreement require the cooperation or participation ofan Affiliate ofa 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 mayreasonably berequired bythe otherParty to provide for such cooperation and participation, including, without limitation, execution of an addendum providing for such Affiliate to become apartyto 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 regardingthe same subject matter. This Agreement may not be amended or modified except inwriting signed by a duly authorized Representative ofeach Party. 29.2 The relationship ofthe Parties hereunder shall be that ofindependent contractors. Neither Partyis intended to have, and neither ofthem shall representto 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 behalfofthe 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 ofthe Marketing Carrier who are on board any such CodesharedFlight). 29.3 In the event that there occurs a substantial change in market conditions in general or in the condition ofeither Party, which change is not substantially the result ofan act or omission ofthe 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 areview ofor amendment to this Agreementto limit or expand any oftheterms, 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 ofthe 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 ofeither Party. 29.5 This Agreementmay 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 orprivilegehereunder, shall operate as a waiverthereof; nor shall any single orpartial exercise ofany right, remedy, power or privilege hereunder preclude any other or further exercise thereofofthe exercise ofany other right, remedy, power or privilege. The rights, remedies, powers and privilegesherein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. The failure ofany Party to insist upon a strict performance ofany ofthe terms or provisions ofthis 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 ofsuch term, provision, option, right or remedy, but the same shall continue and remain in full force and effect. No waiver by any Party ofany term or provision ofthis Agreement shall be deemed to have been made unless expressed in writing and signed by such Party. 29.7 This Agreement is the product ofnegotiations between 

### LOT and Continental, and shall be construed as ifjointly prepared and drafted by them, and no provision hereof shall be construed for or against any Party by reason ofambiguity in language, rules ofconstruction againstthe 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 ofthis 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 shouldhave known ofthe possibilitythereof, and each Party herebyreleases 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 ofor relating to a claim, suit or cause of action by athird 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 ofreceipt is obtained); (ii)

_ Business Days after dispatch, ifdispatched by arecognized express delivery service that provides signed acknowledgments ofreceipt; (iii)

_ Business Days after deposit in the applicable postal service delivery system

- air mail; or (iv) iftransmitted by facsimile, upon completion of transmission and upon confirmation by the sender (by a telephone call to a Representative ofthe 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 

### REDACTEDby giving at least

_ Business Days prior written notice to the other Party in the manner set forth above.
Ifto ContinentalAirlines, Inc.: 1600 Smith Street Houston, Texas 77002 United States ofAmerica

with a copy to:

Ifto LOT:

31. IMPLEMENTATION Attention: SeniorVice President, Corporate Development Facsimile:**~** 1600 Smith Street Houston, Texas 77002 United States ofAmerica Attention: SeniorVice President and General Counsel Facsimile:**~** 17 Stycznia 39,00-906 Warszawa, Poland
Attention: Network Planning Director Fax:

31.1 Implementation ofthis Agreement shall be subjectto the following conditions precedent: (a) the execution ofa Special Prorate Agreement between Continental and LOT; (b) the execution ofa FrequentFlyer Agreementbetween Continental and LOT; (c) the execution ofa LoungeUsage Agreementbetween Continental 

### and LOT; (d) the execution of an Employee Pass Travel Agreement between Continental and LOT; (d) receipt by Continental and LOT ofall necessary Government Approvals, licenses, permits, consents, waivers, and authorities applicable to the transactions contemplatedhereunder; (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 (EDIFACT) and passenger processing automation.

29 

## REDACTED·[REMAINDEROFPAGE LEFTINTENTIONALLYBLANK]



### 30IN WITNESS WHEREOF, the Parties hereto have caused their duly authorized representatives to executethis Agreement as ofthedatefirst written above.



### LOTPolish**Airli~es**

Title: ChiefCOlTI!l1ercialOfficer

Date:

### _!.-/2-.!../.-,-Z--,1

## I_J~D __

# ~~ BY: Zbigniew Mazur Title: ChiefFinancial Officer

Date: 

# /.2/Z/ / ZO/O 

### CONTINENTALAIRLINES, INC.

Title: ExecutiveVicePresident ContinentalAirlines, Inc.
Oat.:

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

31

### ANNEXA DEFINITIONS

"Affected Party" has the meaning assigned to suchtermin Section 25.1. "Affiliate" means, withrespectto any Person orentity, any otherPerson or entity directly orindirectly controlling, controlledby, orunder common control with, suchPerson or entity. Forpurposes ofthis definition, "control" (including "controlledby" and "undercommoncontrol with") means thepower, directly orindirectly, to direct or cause the directionofthe management and policies ofsuch Person or entity, whetherthroughthe ownership ofvoting securities, by contract or otherwise. Continental's Affiliates include, withoutlimitation, Continental Micronesia, Inc. "Agreement" has the meaning assigned in the preamble to this Agreement. 

### "LOT" hasthe meaning assigned inthepreamble to this Agreement. 

### "AIRIMJ>" shall meanthe ATA 

### IlATA Reservations Interline Message Procedures manual produced and distributed by lATA for the purpose ofdeveloping a communication standard between airline reservation systems and CRSs. 

### "AIRIMP Option 1" shall mean the standards by whichthe Marketing Carrier transmits information regarding Codesharesegments it has soldto the Operating Carrier, including all message and format elements as defined in the lATA AIRIMP Manual- section 8.13.1. "AirlineGuides" means theprintedand electronic data versions ofthe "Official Airline Guide" and the "ABCWorld Airlines Guide," and their respective successors. 

### "AI>IS" shall mean the advancepassengerinformation systemused to send required datato the U.S. Customs Service andthe 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. "ATA" shall mean the AirTransport Association ofAmerica. "Continental" has the meaning assigned in thepreamble to this Agreement. "Applicable Law" means all applicable laws ofanyjurisdictionincluding securities laws, tax laws, tariff and trade laws, ordinances,judgments, decrees, injunctions, writs, and orders orlike actions ofany CompetentAuthority and therules, regulations, orders or like actions ofany CompetentAuthority and the interpretations, licenses, and permits ofany CompetentAuthority. "ATPCO" means the Airline TariffPublishing Company.



### 32"BTM/Baggage Transfer Message" shall mean baggage transfer messages as defined in the lATA Passenger Services Conference Resolution Manual. "BusinessDay" means anyday otherthan a Saturday, Sunday orotherday inwhichbanking institutions inNewYork, NewYork USA, orWarsaw, Poland, are required bylaw, regulation or executive orderto 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 ofCustoms and BorderProtection. "Code" means thetwo (2) characteridentifier assigned to a carrierby lATAfor thepurpose of exchanging interline carriermessages in accordance with AIRIMP procedures. "CodesharedFlight" means a flight onwhichboth Parties have placedtheirrespective Codes, as defined in Section 2.1 and Annex B. "Codeshared Routes" or "Routes" means the city-pairmarkets set out in Annex B. "CodesharedPassenger" means apassengertraveling on aMarketing CarrierFlight Coupon. "Committee"has the meaning assigned to suchterms in Section 20.1. "CompetentAuthorities" means any national,**feder~l,** state, county, local, regulatory or municipal governmentbody, bureau, commission, board, board ofarbitration, instrumentality, authority, agency, court, department,'inspectorate, minister, ministry, official orpublic or statutory person (whether autonomous ornot) havingjurisdictionoverthis Agreement oreither Party. "Conditions ofCarriage"means those conditions ofcontract tariffs and rules ofcarriage ofa Party that governthe transport ofpassengers traveling on tickets showing suchParty's Code inthe carrier code box ofthe flight coupon. "ConfidentialInformation"means (a) all confidential orproprietary information ofa Party, including, withoutlimitation, trade secrets, information concerningpast, present and future research, development, business activities and affairs, finances, properties, methods ofoperation, processes and systems, customer lists, customerinformation (such as passengernamerecord or"PNR" data) and computerprocedures and access codes; and (b) the terms and conditions ofthis Agreement and anyreports, invoices or other communicationsbetweentheParties given in connection withthe negotiation orperformance ofthis Agreement; and (c) excludes (i) informationalready in a Party'spossession prior to its disclosure by the otherParty; (ii) information obtained from a third Person or entity that is notprohibited from transmitting such information to thereceiving Party as a result ofa contractual, legal or fiduciary obligation to the Pmiy whose information is being disclosed; (iii) informationthat is orbecomes generally available to the public, other than as a result ofdisclosure by a Party in violation ofthis Agreement; or (iv) information that has beenoris independently acquired or developed bya Party, orits Affiliate, withoutviolating any ofits obligations underthis Agreement. 

### 33"CRS"means a computerizedreservations system owned or operated by any entity, including eitherParty to this Agreement, thatcontains information about commercial airline schedules, fares, cargo rates, passenger and cargo tariffrules and flight availability that is made available to travel agents, cargo agents and other non-airline entities to facilitate their ability to makereservations and issuetickets and air waybills. "Damages"means all thirdPartyclaims, suits, causes ofaction, penalties, liabilities,judgments, demands, recoveries, awards, settlements, executions, penalties, fines, losses and expenses ofany nature or kind whatsoever (including, withoutlimitation, internal expenses ofthe Indemnified Party, such as employee salaries and the costs ofcooperating in the investigation, preparation ordefense ofclaims) underthe laws ofanyjurisdiction (whether arising in tort, contract, underthe Warsaw Convention as amended, or the Montreal Convention of 1999, as amended, and related instruments, orotherwise), includingreasonable costs and expenses ofinvestigating, preparing or defending any claim, suit, action orproceeding (including postjudgment and appellate proceedings or proceedings that are incidental to the successful establishment ofa right ofindemnification), 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 dispatchfunctions. "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 ofinformation. "Direct Sell" shall mean the system link between two ARSs that enables secured sells and real-time decrementofinventory. "DisclosingParty"has the meaning assignedto suchterm in Section 25.1. "Dual Record Locator" shall mean the record locator as contained within the system originating the booking, either a CarrierARS 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 ofbusiness databy electronic means using a set ofstandard codes and syntaxes. "FLIFO" shall mean real time display offlight activity including departure time, arrival time, diversion, delays, etc. sentinMVT standardmessageformat. "ForceMajeureEvents"has themeaning assignedto suchterm in Section 21. "FrequentFlyerParticipatingCarrierAgreements"means the agreements, ifany, from timeto time, between the Parties relatingto the participation ofone Party in the otherParty's frequent flyer program. "GovernmentalApprovals"means any authorizations, licenses, certificates, exemptions, designations, or

34other approvals ofCompetentAuthorities that are reasonably required (in the opinion ofeither Party) for the operation ofthe Codeshared Flights. "lATA" meansthe International AirTransport Association. "lATA ClearingHouse" means the clearinghouse establishedby lATAto administer and implement revenue settlementbyreference to the Revenue Accounting Manualpublished by IAT

### A. "lATALuggage Resolution" shall meanreference to the lATAResolutions and Recommended Practices Manual on handling luggage claims. "lATAPMP" hasthe meaning assigned in Section 6.2.

"lATASchedulingSeason" means eitherthe summerorthe winter season designated by lATAfor the scheduling ofair services/slots. "Implementation Date" meansthe date ofthe first codeshare service operated underthis Agreement, which shall not bepriorto November 17, 2011.

"Inadmissible Passengers" has the meaning defined in IATA Resolution 701, as modified, supplemented oramended from timeto time.

"IndemnificationNotice" has the meaning assigned to such term in Section 17.3.

"Indemnified Party" hasthe meaning assigned to suchterm in Section 17.3. "IndemnifyingParty" has the meaning assigned to suchtermin Section 17.3.

"Interline Service Charge" meansthe chargereferred to inlATA Resolutions 780b, 780c and 780d. "LoadDate" shall meanthe date inwhich airline schedules are displayed in ARS, CRS and GDS. "Licensed Trademark" has the meaning assigned to suchterm in Section 13.3. "LoungeAccess Agreement" means the agreement, ifany, betweenthe Partiesrelatingto the access to a Party's loungebythe otherParty'sPremiumClass Codeshared Passengers traveling on a Codeshared Flight.

35"MarketingCarrier"means the Partywhose Code is shown inthe carriercode box ofaflight coupon for a Codeshared Flightbut which is not the Operating Carrier. "MarketingCarrierFlight Coupon"means a flight coupon ofa ticket issued by the Marketing Carrier, Operating Carrier or athird-Party for travel on a Codeshared Flight showing the Marketing Carrier's Code inthe carrier code box ofthe flight coupon. "MarketingCarrierIndemnifiedParty"has the meaning assigned to suchterm in Section 17.L "MarketingCarrierReviews" has the meaning assigned to suchterm in Section 10.3. "MarketingCarrierTicket"means aticket issued by the Marketing Carrier, Operating Carrier or a thirdParty that contains at least one Marketing CarrierFlight Coupon. "MarketingFlight(s)" means a Codeshared Flightwhen displayed, sold, orreferred to as aflight ofthe Marketing Carrierratherthan a flight ofthe Operating Carrier, such as whenusing the Marketing Carrier's name, designator Code and/or flight number.

"MutualEmergencyAssistanceAgreement"means the agreement between the Parties relatingto provision ofassistanceby one Partyto the other Party in the event ofaircraftemergency. "MVT" shall mean the transmission ofaircraft movement messages to be sent immediately after departure or arrival ofan aircraft, aircraft diversions, delays, etc. "NAR" shall mean the transmission ofa new arrival segment message to the down-line Carrier, resulting in an updated PNRinthat 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 PNRis updated within each Carrier's ARS (also referenced in AIRIMP manual .section 3.7). "OAG"shall mean the Official Airline Guide. "OAGLINKS"shall mean viewaccess ofthe Operating Carrier's flight database atthe 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. "OperatingCarrier"meansthe Party having operational control ofan aircraftused for a given CodesharedFlight.

36"OperatingCarrierIndemnified Party"has the meaning assigned to suchterm in Section 17.2. "Party" or"Parties"means either orboth ofContinental and LOT, as the contextrequires. "Payee"hasthemeaning assignedto suchterm in Section 19.4. "Payor"has the meaning assignedto suchterm in Section 19.4. "Person"means any individual, corporation, partnership,jointventure, association,joint stock company, trust, unincorporated organization or (except for the definition of"Affiliate"herein) government or any agency, authority orpolitical subdivision ofa government. "PNR" shall meanpassenger namerecords that contain apassenger'stravel requirements necessary to enablereservations to beprocessed and controlled by thebooking Carrier andthe Carrier's participating in the itinerary.

- "PointofSale" shall meanthe identification ofthebooking 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 airlinepassenger orcargo**rese~vations** system usedbythe personnel ofanairline that contains informationabout flight schedules, fares, cargo rates, passenger and cargo tariffrules and seat availability ofthat airline and other carriers, and provides the ability to make reservations and issuetickets orairwaybills. "Rules"has the meaning assignedto suchterm in Section 22.4. "SeamlessAvailability" shall meanthe system linkbetweentwo ARSs that enablereal time availability exchange ratherthan AVS messages. "Seamless Connecting Service" shall meanthe adopted service standards and procedures between two or more Carriers are deployed at airports, reservations offices and other service delivery locations. "StarAlliance"means the globally brandedmultilateral airline alliance in which Continental participates. "SoldAsInformation" shall meanthe association ofthe Marketing Carrier's flight number and booking class to the Operating Carrier's flight number and booking class. "SSIM" shall meanthe Standard Schedules Information Manual as producedby IAT A to facilitate the electronic dataprocessing ofairline schedulesthroughoutthe industry. "SSM" shall mean standard schedule messages as referenced in the IAT A SS1M Manual, Chapter 4to facilitate changes to published airlines' schedules.

37"SNC" shall meanthetransmission ofautomated Synchronization Message Option 1(reference AIRIMP manual section 8.5) thatprovides informationto the recipient to enable synchronization oftheir PNRs with that ofthe sender. "SpecialProrateAgreement" means anybilateral agreement, from time to time, betweenthe Parties relating to the proration ofinterlinerevenue. "SYN" shall meanthe transmission ofautomated Synchronization Message Option 3 (reference AlRIMP manual section 8.5) thatprovides informationto the recipient to enable synchronization oftheir PNRs with that ofthe sender. "Taxes"means all taxes, assessments, fees, levies, imposts, duties, stamp taxes, documentary taxes or other charges ofa similarnature, including, without limitation, income taxes, value-added taxes, sales taxes, excisetaxes, transactional taxes, exchange control taxes and/or fees, and interest and penalties relatedto the foregoing, butexcluding TicketTaxes, that maybeimposed by any Competent Authority "Termination Date"means 23:59 Coordinated Universal Standard Time onthe date provided in the notice oftermination giveninaccordance with Section 16.1. "TCI" shall meanthe electronic data exchange ofThrough Check-inmessages betweentwo Carriers' DCS according to lATA standardversion 03: 1with UN APIS using the inter-airline IATCIIEDIFACT links. "TCN CodeshareAgreement" means an agreementto befiled by theMarketing Carrierwith ATPCO in whichthe marketing Carrier willprovidetherange ofits Marketing Flightnumbers. "Through Check-in" shall meanthe use ofTCl electronic data exchange to process a passenger with seat assignments, luggage check-in and other passenger related functions to their final destination. This also includesthe data exchange overmultiple-hosted systems in a passenger's itinerary. "TicketingCarrier"means a carrierwhose traffic documents are used to issue a ticket. "TicketTaxes"means anytransactionaltaxes or passengerfacility charges, including, without limitation, sales taxes, use taxes, stamptaxes, excisetaxes, value added taxes, gross receipts taxes, departure taxes, surcharges and travel taxes, and all related charges, fees, licenses or assessments (and any interest or penaltythereon) imposed onpassengers (orwhich air carriers ortheir agents are requiredto collect from passengers) by any authority in any country, orpolitical subdivision thereoforpublic authority operating therein (including, without limitation any national, federal, state, provincial,territorial, local, municipal, port orairport authority) orwhichare levied upon passengers by operation ofApplicable Lawor industry standard. TicketTaxestogether with the taxes referred to in Section 19.1 are collectivelyreferred to as "Taxes". "TWOV"means a carrier's abilityto transportpassengers in transit withoutvisas via designated U.S. ports ofentryto a third country. "$"or"US$"or "Dollars"means lawful currency ofthe United States ofAmerica.

38

### "U.S." or "United States" means the fifty states ofthe United States ofAmerica, its Territiories, Guam, the District of Columbiaandthe CommonwealthofPuerto Rico. 

### "USCIS"means the U.S. BureauofCitizenship and Immigration Services.

39ANNEXB 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 Codeshared Flight is operated on the respective Codeshared Route. In the event that all Governmental Approvals have notbeen obtained orthe applicable conditions precedent listed in Section 32 have notbeen complied with by such date, for some particular Codeshared Route(s), then the implementation date for each such Codeshared Route shall occur at a later date as mutually agreed by the Parties, but not later than days after the date all Governmental Approval are received bythe 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 byLOTbetween Newark (EWR) and Warsaw (WAW).

Any Route operated by Continental bctwccn NcwarkINcw Yorkand thc FollowingPoints: City, Country Boston (BOS) Los Angeles (LAX) Miami (MIA) Orlando (MCO) SanFrancisco (SFO) Washington, DC (lAD)

40 Implcmentation Date TBD TBD TBD TBD TBD TBD



### REDACTED

### ANNEXC [NOT USED] [REMAINDER OFPAGELEFTINTENTIONALLYBLANK]

41ANNEXD

GOVERNMENTALAPPROVALS

Continental shall secure and maintainthe following governmental approvals: 1. Economic authority (including StatementofAuthorization under 14 CPRPart 212) from the United States DepartmentofTransportation ("DOT") to codeshare with LOT overthe Codeshared Routes. 2. Economic authority from the aviation authority of YYY to codeshare with LOT over the Codeshared Routes. LOT shall secure and maintainthe following governmental approvals: 1. Economic authority from the aviation authority ofYYY to codeshare with Continental over the CodesharedRoutes. 2. Economic authority from DOT (including Statement ofAuthorization under 14 CPR Part 212) to codeshare with Continental overthe Codeshared Routes.

42ANNEXE

TECHNICALIMPLEMENTATION AND SYSTEMLINKS

I. Schedule Transmission and Publication
The Parties agree to provide each other schedule file information so that eachmay effectivelypublish in all distribution mediathe Codeshare Flights contemplated inthis Agreement. Accordingly, theParties agreeto thefollowing procedures.

1. Schedule Format
A. Exchange schedule datain SSIMformat sentviaelectronic transmittal. B. Implementthe use ofSSMformatted exchanges. C. Ensure scheduledata includethe following items: flight number, equipmenttype, airport station codes, departure/arrival times, frequency, effective/discontinuedates, duplicate leg crossreference indicators including DEI 10 and DEI 50. 2. Transmission A. Use commerciallyreasonable effortsto file with OAG (or a successor entity orprocess) the sameflight information withthe same LoadDate (Open for Sale Date) such that flight schedules are synchronized. B. Use commerciallyreasonable efforts to advise each other atleast.days priorto Load Date of ad hoc schedule changes. 3. Schedule Changes/New Service A. Advise at least.dayspriorto LoadDate any newflight segment(s)that are to be Codeshare Flights. B. Make certainthat suchchanges arenoteffectivepriorto Load Date. C. Priorto codesharing, specificprocedures for schedule change on Codeshare flights and the reaccommodation ofCodeshare customers will be mutually agreed. II. Internal Reservations and Distribution Systems Subjectto Section 3, the Parties agree to implement the following priorto the implementation of Codesharing:

43 

## REDACTED1. lATA standard AIRIMP Option 2messagingwith Dual Record Locator such that Codeshare Flight bookings are synchronized. 2. Reciprocal DirectAccess ARS links. 3. Host to host SeamlessAvailability and Direct Sell agreements betweentheir respective ARS. 4. Ability ofthe Marketing Carrierto 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 inthe other'shost-CRS, ifdifferent from its ARS, at a level that provides services based on SeamlessAvailability. 7. Interline E-ticket (paperless tickets) as well as explore other E-Commerce initiatives including, but not limited to,jointor common airport selfservice devices and internet check-in. 8. MVT exchangesproviding for automated FUFO ofall Codeshare Flights. 9. Reservations procedures necessary for the support ofCodeshare Flights. 10. Procedures to reducethe number ofno-show Codeshare FlightPNRs by including Codesahre records in day ofdeparture down-line cancellationprocess. 11. Marketing Carrier's inventory integrity rules will apply.

III. Through Check-In and Seamless Connecting Service The Parties agreeto implementandmaintain Through Check-in (TCI) and seamless connecting service capabilitiespriorto the implementation ofcodesharing. Accordingly, the Parties agree to the following list ofinitiatives. 1. CO/LOTArrival Connectingto CO/LOT Departure A. Providepassenger withall down-line connecting flight seat assignments and boarding passes at point ofinitial check-inwheretechnically feasible. B. Perform airline standard document checks for each connecting passenger at point ofinitial check-in and issue lATA standard automated baggage tags. C. Perform enhanced security processing including butnot limited to the collection and sending of APIS datain compliance with governmentalregulations. D. Checkbags throughto the passenger's final destination airport where technically feasible.

44E. Exchange industry standard BaggageTransferMessages to the down-line carrierto ensure automatedbaggage sorting, passenger and baggage reconciliation and otherbaggage services. F. Automaticallyprocess frequent flyer informationineachParty's ARS and develop procedures to transmitflown activity to the Marketing Carrier. 2. Training Providethe necessary staff, facility andtraining materials as well as training sessions for their customer servicetrainers and/or staffto assure full competency in providing the functions defined herein.

45