UNITED STATES OF AMERICA DEPARTMENT OF TRANSPORTATION OFFICE OF THE SECRETARY WASHINGTON, DC Issued by the Department of Transportation on September 11 , 2013 NOTICE OF ACTION TAKEN -- DOCKET DOT - OST - 20 04 - 19148

_____________ __________________________________________________________________________________________ ____________ __ This serves as notice to the public of the action described below, taken by the Department official indicated (no additional confirming order will be i ssued in this matter). Appl ication of UNITED AIRLINES, INC. ( United ) , filed 8/29/11 for: XX Reissuance and a mendment of e xemption under 49 U.S.C. 40109 to provide the following service: Scheduled foreign air transportation of persons, property and mail between the United States and points worldwide on a third - country code - share basis pursuant to blanket code - sharing statements of authorization previously approved by the Department, under which United’s “UA” designator code is displayed on flights operat ed by its foreign code - share partners, as well as on flights operated by foreign carriers that are currently authorized, or that in the future become authorized, to operate flights on behalf of United’s blanket code - share foreign partners . 1 2 Applicant re p resentative : Lorraine B. Halloway (202) 624 - 2500 ( United ) DOT Analyst: Brett D. Kruger (202) 366 - 8025 DISPOSITION XX Granted reissuance and amendment of United’s exemption authority (subject to conditions, see below) . The above action granting exe mption authority to United is effective when taken : September 11 , 2013 , through June 11 , 2014 . 3

1 T he authorized foreign carriers are: Deutsche Lufthansa AG (Lufthansa), and other carriers that operate flights on Lufthansa’s behalf (Lufthansa CityLine, Air Dolomiti, Condor Flugdienst, and PrivatAir GmbH); Air New Zealand Limited (ANZ); All Nippon Airways Co. Ltd. (ANA); Asiana Airlines, Inc. (Asiana); Aust rian Airlines, Osterreichische Luftverkehrs AG (Austrian); Lauda Air Luftfahrt GmbH (Lauda); Polskie Linie Lotnicze LOT S.A. (LOT); Scandinavian Airlines System (SAS); Singapore Airlines Limited (Singapore); Tyrolean Airways, Tiroler Luftfahrt GmbH d/b/a A ustrian Arrows (Tyrolean); TAP Air Portugal (TAP); Swiss Air International Air Lines Ltd. d/b/a Swiss (Swiss); Qatar Airways Q.C.S.C. (Qatar Airways); Turkish Airlines (Turkish); Aer Lingus Limited (Aer Lingus); Jet Airways; Brussels Airlines N. V./S.A. (Br ussels Airlines); Spanair, S.A. (Spanair) ; and EVA Airways Corporation (EVA). 2 United currently holds exemption authority to engage in foreign air transportation of persons, property, and mail on a code - share basis with Avianca del Continente Americano S. A. Avianca (Avianca) or other authorized carrier between a point or points in the United States and a point or points in Colombia, via intermediate and beyond points. See Notice of Action Taken dated October 28, 2011, in this Docket. At the time United f iled its application for that authority, it request ed that , upon implementation of the U.S. - Colombia Open Skies Agreement, the Department reissue and amend United’s broad exemption authority in Docket DOT - OST - 2004 - 19148 to the extent necessary to permit Un ited to also place its designator code on flights operated by Avianca . See Application of United dated August 29, 2011 in this Docket. Our action here will grant that request. 3 We are amending and reissuing United’s exemption authority through June 11, 2014, coextensive with its existing exempt ion authority in this Docket.Action taken by: Paul L. Gretch, Director Office of International Aviation XX The authority granted is consistent with the aviation agreement be tween the United States and Colombia . Except to the extent exempted or waived, this authority is subject to the terms, conditions, and limitations indicated: XX United ’s certificates of public convenience and necessity XX Standard U.S. carrier exemp tion conditions (attached as Appendix A ) XX Conditions attached to previously granted statements of authorization 4

_____________________________________________________________________________________________________________________ Special c onditions / Remarks : United’s exemption authority to support code - share operations, whereby United would display its “UA” designator code on flights operated by current and future foreign carriers that operate flights on behalf of United’s authorized foreign blanket code - share partners, remains subject to the following conditions: 1) the foreign carriers must have the requisite permit or exemption authority and statement of authorization from the Department to perform the proposed services; and 2) United must conduct and keep current an FAA - approved safety audit of the applicable foreign carriers under the Department’s Code - Share Safety Audit Program . On the basis of data officially noticeable under Rule 24(g) of the Department's regulations, we found the applicant qu alified to provide the exemption services authorized. Under authority assigned by the Department in its regulations, 14 CFR Part 385, we found that (1) our action was consistent with Department policy; (2) grant of the authority was consistent with the pu blic interest; and (3) grant of the authority would not constitute a major regulatory action under the Energy Policy and Conservation Act of 1975. To the extent not granted, we denied all requests in the referenced Docket. We may amend, modify, or revoke the authority granted in this Notice at any time without hearing at our discretion. Persons entitled to petition the Department for review of the action set forth in this Notice under the Department’s regulations, 14 CFR §385.30, may file their petitions within seven (7) days after the date of issuance of this Notice. This action was effective when taken, and the filing of a petition for review will not alter such effectiveness. An electronic version of this document is available on the World Wide Web a t: http://www.regulations.gov

4 See Order 98 - 4 - 8, issued April 9, 1998 (Undocketed, United - Lufthansa) and Department actions dated August 6, 1999 (Docket DOT - OST - 1999 - 6013, United - ANZ); August 7, 1998 (Undocketed, United - ANA); December 19, 2002 (Docket DO T - OST - 2002 - 13320, United - Asiana); March 13, 2000 (Docket DOT - OT - OST - 2000 - 6803, United Austrian); March 22, 2001 (Docket DOT - OST - 2000 - 7751, United - Lauda and United - Tyrolean); April 19, 2004 (Docket DOT - OST - 2004 - 17468, United - LOT); May 24, 1999 (Docket DOT - O ST - 1999 - 5251 , United - SAS); October 17, 2000 (Docket DOT - OST - 2000 - 7696, United - Singapore); August 11, 2005 (Docket DOT - OST - 2005 - 21686, United - TAP); October 19, 2005 (Docket DOT - OST - 2005 - 22464, United - Swiss); July 19, 2007 (Docket DOT - OST - 2007 - 28628, United - Qatar); March 14, 2008 (Docket DOT - OST - 2008 - 0001, United - Air One); April 17, 2008 (Docket DOT - OST - 2008 - 0102, United - Turkish); July 25, 2008 (Docket DOT - OST - 2008 - 0176, United - Aer Lingus); November 10, 2009 (Docket DOT - OST - 2008 - 0164, United - Jet Airways); Ma rch 2, 2010 (Docket DOT OST - 2010 - 0024, United - Brussels); April 6, 2010 (Docket DOT - OST - 2010 - 0055, United - Spanair); October 28, 2011 (Docket DOT - OST - 2011 - 0163, United - Avianca); and June 11, 2012 (Docket DOT - OST - 2012 - 0088, United EVA).

### Appendix A U.S. Carrier Exemption Conditions In the conduct of the operations authorized, the U.S. carrier applicant(s) shall: (1) Hold at all times effective operating author ity from the government of each country served; (2) Comply with applicable requirements concerning oversales contained in 14 CFR 250 (for scheduled operations, if authorized); (3) Comply with the requirements for reporting data contained in 14 CFR 241; (4) Comply with requirements for minimum insurance coverage, and for certifying that coverage to the Department, contained in 14 CFR 205; (5) Except as specifically exempted or otherwise provided for in a Department Order, comply with the requirements of 14 CFR 203, concerning waiver of Warsaw Convention liability limits and defenses; (6) Comply with all applicable requirements of the Federal Aviation Administration, the Transportation Security Administration, and with all applicable U.S. Government requirements concerning security, including, but not limited to, 49 CFR Part 1544. To assure compliance with all applicable U.S. Government requirements concerning security, the holder shall, before commencing any new service (including charter flights) t o or from a foreign airport, contact its Principal Security Inspector (PSI) to advise the PSI of its plans and to find out whether the Transportation Security Administration has determined that security is adequate to allow such airport(s) to be served; ( 7) Comply with such other reasonable terms, conditions, and limitations required by the public interest as may be prescribed by the Department of Transportation, with all applicable orders and regulations of other U.S. agencies and courts, and with all ap plicable laws of the United States. The authority granted shall be effective only during the period when the holder is in compliance with the conditions imposed above.

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