### BEFORE THE

DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

)

Application of )

)

JetBlue Airways Corporation ) Docket OST -2014-_____________

)

For a Statement of Authorization )

Pursuant to 14 C.F.R. Part 212 (Code- sharing ) )

)

APPLICATION OF JETBLUE AIRWAYS CORPORATION

FOR A BLANKET STATEMENT OF AUTHORIZATION

Communications with respect to this document should be directed to:

James G. Hnat

Executive Vice President

General Counsel & Government Affairs

Robert C. Land

Senior Vice President for Government

Affairs & Associate General Counsel

Adam L. Schless

Director, Aircraft Transactions &

Intern ational Counsel

JetBlue Airways Corporation

1212 New York Avenue

Suite 1212

Washington, DC 20005

(202) 715-2557 Jonathan B. Hill

J. Parker Erkmann

Benjamin M. Berlin

Cooley LLP

1299 Pennsylvania Ave., NW

Washington, DC 20004

(202) 842-7800

jhill@cooley.com

perkmann@cooley.com

bberlin@cooley.com

Counsel for JetBlue Airways Corporation

Dated: September 2 9, 2014

N OTICE : Answers to this Application are due on or before October 14, 2014.

### 1 BEFORE THE

DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

)

Application of )

)

JetBlue Airways Corporation ) Docket OST -2014-_____________

)

For a Statement of Authorization )

Pursuant to 14 C.F.R. Part 212 (Code- sharing ) )

)

APPLICATION OF JETBLUE AIRWAYS CORPORATION

FOR A BLANKET STATEMENT OF AUTHORIZATION

JetBlue Airways Corporation (“JetBlue”) hereby appl ies for a blanket statement of

authorization under 14 C.F.R. Part 212 in order to engage in the codeshare operations described

herein.

In sup port of this Application, JetBlue states as follows:

1. JetBlue and EL AL Israel Airlines Ltd. (“EL AL”) have entered into a Codeshare

Agreement (the “Agreement”) to be effective October 1, 2014. 1 

### The Codeshare Agreement is

attached as Exhibit 1. In order to implement the Agreement, JetBlue requests a blanket

Statement of Authorization for JetBlue to display EL AL ’s LY * designator code in conjunction

with air transportation of persons, property, and mail on flights operated by JetBlue between

point s in the United States.

2. A list of the initial code -sharing routes is attached as Exhibit 2.

3. JetBlue and EL AL plan to initiate the proposed codeshare services on or about

November 16, 2014.

1 

### Certain commercially sensitive and personal contact information has been redacted. Annexes to

the Agreement that are technical in nature have been omitted.

### 2 4. JetBlue holds certificate authority issued by the Department authorizing it to

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

p oints in the United States, Order 2000-2-7.

5. EL AL holds exemption authority authorizing it to engage in scheduled foreign air

transportation of persons, property and mail from points behind Israel, via Israel and

intermediate points, to points in the United States and beyond, charter foreign air transportation

of persons, property, and mail from points behind Israel, via Israel and intermediate points, to

points in the United States and beyond, and other charters, see Notice of Action Taken, Jan. 16,

2014, Docket DOT- OST -2007-0095.

6. The proposed codeshare services are consistent with the terms of the Air

Transport Agreement between the Government of the United States of America and the

Government of the State of Israel (“U.S.

- Israel Bilateral Agreement”). The U.S.

- Israel Bilateral

Agreement expressly permits designated airlines of one Party to “enter into cooperative

marketing arrangements such as blocked -space, code- sharing or leasing arrangements, with an

airline or airlin es of either Party.” See U.S.

- Israel Bilateral Agreement Art. 8, Sec. 7.

7. Approval of this Application is consistent with long- standing precedent and

Department policy. The Department has consistently granted applications for Statements of

Authorization involving implementatio n of various codeshare/block space arrangements where

those arrangements were pro -competitive and in the public interest. There is no question that this

Application satisfies that standard, as it will enable EL AL and JetBlue to offer the flying public

an enhanced network and more services. In addition, the Department has confirmed in its

international aviation policy statement that codeshare/block space arrangements are in the public

interest as they provide the benefits of increased service and competition:

### 3 Code sharing and other cooperative market agreements can provide a cost efficient way

for carriers to enter new markets, expand the system and obtain additional flow traffic to

support their operations by using existing facilities and scheduled operations.

60 Fed. Reg. 21,841, 21,842 (May 3, 1995).

8. JetBlue and EL AL will conduct their code- sharing activities in compliance with

Part 257 of the Department’s economic regulations and any other applicable rules and

regulations. JetBlue and EL AL accept the Department’s standard conditions on code-sharing

services.

9. No further safety audit of JetBlue or EL AL is needed under the Department’s

Codeshare Safety Program because both carriers are certified under the IATA Operational Safety

Audit Program. Se e IATA Operational Safety Audit Registry, available at

http://www.iata.org/whatwedo/safety/audit/iosa/Pages/registry.aspx?Query=all

.

10. JetBlue states that this application will have no effect on its Civil Reserve Air

Fleet commitments. All flights will be operated with Stage 3 -compliant aircraft, and approval of

this application will not result in the near -term consumption of ten (10) million or more gallons

of fuel.

WHEREFORE, JetBlue respectfully request s that the Department issue a blanket

Statement of Authorization authorizing JetBlue to display EL AL ’s LY * design ator code in

conjunction with air transportation of persons, property, and mail on flights operated by JetBlue

between points in the United States

, and that the Department grant such other or further relief as

it deems appropriate and consistent with the public interest.

### 4 Respectfully submitted,

____________________________ Jonathan B. Hill

J. Parker Erkmann

Benjamin M. Berlin

Cooley LLP

1299 Pennsylvania Ave., NW , Ste. 700

Washington, DC 20004

(202) 842-7800

jhill@ cooley.com

perkmann@cooley.com

bberlin@cooley.com

Counsel for JetBlue Airways Corporation

September 2 9, 2014

## Exhibit 1

Codeshare Agreement

## CODESHARE AGREEMENT

This CODESHARE AGREEMENT (this “ Agreement ”), is made on October 1, 2014 (“Effective Date”)

BETWEEN JetBlue Airways Corporation

, a corporation organized under the laws of the state of

Delaware, United States of America, having its principal office at 27

‐ 01 Queens Plaza

North, Long Island City, New York 11101, United States of America (“ JetBlue ” or

“ JetBlue Airways ” or “ B6 ”),

AND EL AL Israel Airlines Lt d.

, a corporation organized under the laws of the State of Israel,

having its principal office at Ben

‐ Gurion Airport, 7015001, Israel, (“ EL AL ” or “ EL AL

Israel Airlines ” or “ LY ”).

WHER EAS B6 and LY wish to establish the arrangements for a unilateral codeshare relationship

between the Parties such that:

1. Certain flights operated by B6 shall carry both the B6 and LY airline designators

and both B6 and LY may sell seats on such flights;

2. The parties may, in the future, choose to enter into a bila teral codeshare

arrangement, however notwithstanding the foregoing, nothing shall obligate

the parties to enter into a bilateral codeshare agreement;

thus extending the range of services available to the travelling public to the mutual

benefit of both JetBlue and EL AL.

THEREFORE subject to the authorization and a pproval of any applicable governmental or

aeronautical authorities, agencies and/or organizations, as detailed hereinafter, and in

consideration of the mutual covenants and promises contained in this Agreement,

JetBlue and EL AL hereby agree as follows:

1. Definitions and Interpretation

1.1 In this Agreement, except where the co ntext otherwise requires:

(a) Terms with their initial letters capitalized shall have the meanings ascribed to

them in Appendix A of this Agreement or where they are elsewhere defined

herein (including the Annexes hereto). Such ascribed meanings shall be equally

applicable to both the singular and plural forms of such terms. JetBlue and ELAL may each be referred to as a “ Party ” and may collectively be referred to as

the “ Parties ”;

(b) The headings of Articles are for convenience only and shall not be used to

interpret provisions of this Agreement or otherwise affect the substantive

provisions;

(c) Any reference to a person includes na tural persons, corporate bodies,

partnerships, firms, unincorporated bodies, governments, government and

other public authorities and all legal persons whatsoever;

(d) Airport and city names are denoted by their three

‐ letter code as defined in the

latest edition of IATA’s Airline Coding Directory; and

(e) In the event of any inconsistency be tween the Articles of this document and any

Annex, this document shall prevail to the extent of the inconsistency.

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

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

Interline Traffic Agreement

– Passenger ” for all international carriage shall apply to the

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

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

Agreement, the Interline Traffic Agreement, and its successor agreements, as signed by

the Parties on Oc tober 3, 2010, or are inconsistent with Applicable Law.

1.3 Where used in connection with passenger and baggage transportation, any terms used

but not defined in this Agreement shall have the meaning, where applicable, consistent

with the “ IATA Resolution 780 Interline Traffic Agreement

– Passenger .”

1.4 Detailed procedures for implementing this Agreement will be set forth in the Annexes,

which are incorporated into this Agreement. Th e Annexes, including any amendments

or supplements thereto agreed in writing between the Parties from time to time, shall

be incorporated into and made a part of this Agreement; provided, however, that the

terms of this Agreement sh all prevail in the event of a conflict between a provision of

this Agreement and any provision of the Annexes.

2. Government Approvals and Commencement

2.1 Subject to Article 2.2, B6 and LY, with effect from the date established for

commencement of Codeshared Flights and by agr eement of both Parties, shall operate

Codeshared Flights in respect of the Codeshared Routes specified in Annex 1.

2.2 Each Party agrees to file with the relevant Government Authorities, and agrees to

support the other Party's applications for any statements of orders, authorization,

licences, certifications, exemptions, designations or other Go vernment Approvals as

may be necessary to permit the transactions contemplated by this Agreement, including

the use of the Marketing Carrier’s Code, along with that of the Operating Carrier, on theCodeshared Flights. The implementation of this Agreement is subject to each Party

obtaining all necessary Government Approvals.

2.3 Notwithstanding any of its other provisions, this Agreement shall be subject to the

orders, directives, rules and regulations of any applicable Government Authorities.

2.4 The Marketing Carrier agrees that, notwithstanding any provision of this Agr eement to

the contrary, the Codeshared Flights shall be conducted by the Operating Carrier in

accordance with all Applicable Laws.

3. Implementation and Expenses

3.1 Implementation of this Agreement shall be subject to the following conditions

precedent:

(a) the execution of Special Prorate Agreement(s), as needed,

(b) the ex ecution of a Mutual Emergency Assistance Agreement, in form and

substance satisfactory to JetBlue and EL AL;

(c) receipt by JetBlue and EL AL of all necessary Government Approvals;

(d) successful completion by the Parties of the IATA Operational Safety Audit (IOSA)

registration as may be required for Government Approvals;

(e) successful te sting and activation of Codeshared Flight reservations, ticketing,

check

‐ in and passenger processing automation, as may be agreed by Parties in

writing.

3.2 Each Party shall bear its own costs and expenses of performance under this Agreement,

including, without limitation, costs and expenses associated with the following, unless

otherwise agreed in writi ng between the Parties:

(a) any systems to support the automation of procedures and settlement relating

to the Codeshared Flights (e.g., PNR exchange, yield management, revenue

accounting, etc.), including routine maintenance thereof, and

(b) roadside, exterior, check

‐ in, concourse, gate and baggage service signage placed

at airports and ci ty ticket offices in locations served by the Codeshared Flights in

order to facilitate travel on the Codeshared Flights, where permitted by relevant

airport authorities.

3.3 Each Party shall retain all right, title and interest in systems, software, signage,

equipment and facilities funded by it. Ownership of jointly funded items shall be

deter mined by the Parties in advance of each specific project.

4. Codeshare Service

4.1 The Parties shall mutually designate certain flights of JetBlue on which EL AL shall place

its LY Code, (for clarity, a “Codeshared Flight”), which may include flights operated by

either Parties’ authorized Affiliates and Authorized Wet Lessors, serving the city

‐ pairs

(each ci ty

‐ pair, for clarity, a “Codeshared Route”) identified in writing by the Parties.

The initial list of Codeshared Routes on which the Parties and their authorized Affiliates

and Authorized Wet Lessors may codeshare is attached hereto as Annex 1

‐ CodesharedRoutes. The Parties may, from time to time and without formally amending this

Agreement, amend the list of Codeshared Routes by the agreement of the Parties as

reflected in a document signed by duly authorized representatives of both Parties.

4.2 On all Codeshared Flights operated with JetBlue aircraft, JetBlue Airways shall be

deeme d to be the Operating Carrier and EL AL shall be deemed to be the Marketing

Carrier.

4.3 Each Party shall provide to the Codeshared Passengers, at a minimum, the same

standard of customer service as it provides to its own passengers traveling in the same

class of service, which standard shall, in any event, be reasonably in accordan ce with the

standards of customer service established by the other Party for the comparable class of

service on its flights. Minimum customer service standards, general passenger service

procedures, and policies for the Codeshared Flights, including baggage services, are

detailed in th e Annexes.

4.4 The Parties shall, to the extent legally permissible by Applicable Law, 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 ri ght to determine the service schedules of its own flights.

4.5 The Parties may add or discontinue specific Codeshared Flights, as may be mutually

agreed, without formally amending this Agreement. Either Party may, in its sole

discretion, di scontinue Codeshared Flights without formally amending this Agreement

The Parties agreement to effect such changes shall be evidenced by both Parties

publishing such changes in the Airline Guides, CRSs or Reservations Systems. The Parties

reserve the right to discontinue any specific route, flight number, equipment or

schedule that mig ht occur from time to time. In the event of such discontinuation, the

Operating Carrier shall notify the Marketing Carrier as soon as reasonably possible and

the Marketing Carrier shall cooperate in publishing the resulting changes to affected

Codeshared Flights in the Airline Guides, CRSs, Reservations Systems, and other sources

of airline sch edule information.

4.6 Except as otherwise provided in the Annexes

, 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 hand led 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 either the Marketing Carrier or a third

party), accommodate and/or pay de nied boarding compensation or otherwise

compensate Codeshared Passengers, in the same manner as its own passengers

and subject to the provisions of the Annexes and Applicable Law; and

(c) notify the Marketing Carrier in accordance with the Annexes.4.7 The Marketing Carrier’s Conditions of Carriage, including but not limited to its limits of

liability to passengers, shall govern the transportation of Codeshared Passengers, and

the Operating Carrier’s Conditions of Carriage, including but not limited to its limits of

liability to passengers, shall apply to those passengers traveling on the Codeshared

Flights under the Operati ng Carrier’s Code. The respective Conditions of Carriage of the

Parties shall be notified to the passengers to the extent and in the manner required by

Applicable Laws. The liability of the Parties to each other with respect to passenger

claims shall be governed by Sections 16 and Er ror! Reference source not found. 7.

4.8 If there is a change in the carrier scheduled to operate a Codeshared Flight, the

Operating Carrier shall promptly notify the Marketing Carrier of such change. The

Marketing Carrier shall take all appropriate steps to ensure that Codeshared Passengers

are notified of the chan ge as soon as possible. If the Operating Carrier fails to notify the

Marketing Carrier of a change or a change occurs within 36 hours of scheduled

departure, the Marketing Carrier shall be deemed to have insufficient time to notify

Codeshared Passengers of the change. The Marketing Carrier may ther eupon continue

to notify Codeshared Passengers of the change in accordance with its customer service

policies if it is able to do so but the Operating Carrier shall take primary responsibility for

notifying all Codeshared Passengers still booked under the Marketing Carrier’s Code of

the change at time of check

‐ in. In th e event re

‐ accommodation is necessary either

because the substituted carrier is not an Authorized Affiliate or Authorized Wet Lessor,

or because a Codeshared Passenger who is notified of such a change elects not to travel

on the substituted carrier, the notifying carrier shall at its own cost and expense re

‐

accommoda te the Codeshared Passenger unless the passenger seeks a refund in which

event the Ticketing Carrier shall be responsible for making such refund in accordance

with its fare rules, conditions of carriage and Applicable Law.

4.9 The Operating Carrier shall ensure that each Codeshared Flight shall be operated under

its operating certifi cate or under the operating certificate of an authorized Affiliate or

Authorized Wet Lessor. Notwithstanding anything in this Agreement to the contrary,

the Operating Carrier may, at its sole discretion, operate any or all of the Codeshared

Flights with aircraft operated under the operating certificate of a third party ca rrier (an

“ Authorized Wet Lessor ”) and wetleased by such Authorized Wet Lessor to the

Operating Carrier for the purpose of operating such Codeshared Flights (such

Codeshared Flights hereafter to be referred to as “ Wetleased Codeshared Flights ”);

provided, however, that:

(a) prior to operating any such Wetleased Codeshared Flights an y Authorized Wet

Lessor shall be approved by the Marketing Carrier in writing, which approval

may be withheld in the Marketing Carrier’s sole discretion;

(b) the Operating Carrier and such Authorized Wet Lessor shall comply with

Applicable Laws with respect to such Wetleased Codeshared Flights;

(c) the applicability of this Se ction 4.9, as to Authorized Wetleased Lessor shall be

subject to the Parties receiving all Governmental Approvals with regard to such

Wetleased Codeshared Flights and to a successful completion of the IATA

Operational Safety Audit (IOSA) registration by such Authorized Wet Lessor;

(d) the Marketing Carrier may withdraw any approval as provided in Section 4.8(i) at any time in its sole discretion, and;

(ii) such Wetleased Codeshared Flights (if any) shall be subject to all of the

terms and conditions of this Agreement as if they are operated with

aircraft operated under the operating certificate of the Operating

Carrier itself.

(e) Notwithstanding anything herein to the contrary,

(i) in the eve n t the Authorized Wet Lessor does not successfully complete

the IOSA registration or after initial successful completion of the IOSA

registration at any time during the term of this Agreement does not

maintain the IOSA registration or does not successfully complete any

follow

‐ up audits as requir ed by th e IOSA rules and regulations (as they

are in force from time to time), the Marketing Carrier shall have the

right, at the sole cost of the Operating Carrier, to conduct a reasonable

safety and/or service review of the Authorized Wet Lessor’s operations,

manuals, and procedures reasonably related to the Wetleased

Codeshared F lights (the “ Marketing C arrier Reviews ”), at such intervals

as the Marketing Carrier shall reasonably request; and

(ii) nothing in this Section 4.9 shall prevent the Marketing Carrier from, at

its sole discretion and at its sole cost and expense, performing

additional safety audits of such Authorized Wet Lessor and the aircraft

to be used fo r the operation of such Wetleased Codeshared Flights, and

Operating Carrier shall use reasonable efforts to cause the Authorized

Wet Lessor to agree to such additional safety audits; provided, however,

that such additional safety audits shall be performed at reasonable

times and within a reasonable ti mefra me and without interrupting the

Authorized Wet Lessor’s operations.

4.10 This Agreement is limited to the carriage of commercial passengers who pay

percent ( %) or more of the applicable published fare and any accompanying infants

(i.e. aged less than two years and not occupying a seat on the flight) and their baggage.

4.11 All reduced rat e

, travel industry

‐ rebated transportation (including, without limitation,

AD and ID transportation) on Codeshared Flights shall be administered by the Operating

Carrier according to its own rules and procedures and according to the terms and

conditions contained or referenced in any relevant a greeme nts between the Operating

Carrier and other parties, including the Marketing Carrier.

5. Inventory Control

5.1 The availability of Codeshared Flights will be controlled by STANDARD AVS messages of

the Operating Carrier being sent to the Marketing Carrier. The Marketing Party will

have access to the Operating Carrier’s local inventory class availability thr o ugh an

automated computerized interface, which both Parties will maintain throughout the

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

Flights. Detailed procedures for implementing and maintaining seat inventory access

are contained in Annex 2

– Inventory Control Procedures.5.2 The Parties will map inventory classes of the Marketing Party to inventory classes of the

Operating Party for the Codeshared Flights. The Parties will endeavor to map the

average coupon value of the Marketing Party’s inventory classes to comparable classes

of the Operating Party to provide similar access for bookings mad e by the Marketing

Party for passengers yielding comparable revenue values; it being understood, however,

that the Operating Party retains ultimate control over the opening, closing and other

management of seat inventory availability on Codeshared Flights. Each Party shall use

legally permissible and commercially reasonable efforts to provide equal inventory

access to Co deshared Passengers in inventory classes where such passengers yield

comparable revenues as the Operating Carrier’s passengers. Details regarding the

implementation and maintenance of the class mapping are contained in Annex 2

–

Inventory Control Procedures.

6. Fares, Taxes and Settlement

6.1 This Section 6.1 shall govern the published fares offered on Co deshared Flights as

follows:

(a) For Routes served by only one Party, or its Affiliates, fares and fare rules filed by

the Marketing Carrier for Codeshared Flights will match those of the Operating

Carrier.

(b) In the event of Marketing Carrier’s breach of Sections 6.1 (a), the Operating

Carrier shall have the right

, in its sole discretion, after one day’s prior written

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

Marketing Carrier or remove Marketing Carrier’s Code from the flight(s) in

question.

(c) Nothing in this Agreement shall prevent the Marketing Carrier from (i) initiating

and operating its own ser vice in any origin and destination city pair at any time;

or (ii) offering any fare(s), discount(s) or rebate(s) of any kind for interline

itineraries valid on airlines, other than the Marketing Carrier or the Operating

Carrier, on any origin and destination city pair.

6.2 Each Party shall establis h fares and rates independently, subject to the provisions of the

applicable air transport agreements between the United States, on the one hand, and

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

this Agreement, on the other hand.

6.3 The Marketing Carrier will pay to the Operating C arrier a sum in respect of its seat

inventory on the Code Share Flights as set out at Annex 5.

(a) Either Party has the right at any time to request an adjustment to the prices

paid by the Marketing Carrier to the Operating Carrier in line with genera l

market and economic conditions prevailing on the flight sectors served by the

Code Share Flights.

(b) Upon receipt of such request as referred to in Article 6.3, the Parties shall

negotiate in good faith with respect to such request, any adjustment to be

agreed in writing between the Parties.6.4 The accounting procedures to be followed by the Parties under this Agreement are set

out at Annex 5.

6.5 Each Party shall be liable for and shall pay on its own account any and all taxes, duties

and assessments, or appropriate portion thereof, levied by any Government Authority

resulting from their respective sale of seats on Codeshared Flights under th is Agreement

including sales taxes, excise taxes, gross receipts taxes, security taxes, transportation

taxes etc., including all related fees, licenses or assessments, and shall pay any interest

or penalty thereon, imposed by any national, federal, state, provincial, local, municipal

airport, port of foreign authority levie d upon it by operation of Applicable Law. It is

understood that the Ticketing Carrier will collect and remit to the taxing authorities any

non

‐ interlineable taxes levied on sales of air transportation.

7. Traffic Document Issuance and Financial Settlement

7.1 Each Party shall issue or make available to its passengers its own standard system

‐ wide

traffic do cuments (tickets, Conditions of Carriage and related notices) which shall

comply with all applicable laws, rules and regulations.

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

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

agreements.

7.3 All Marketing Carrier flight coupons honored on Codeshared Flights shall be uplifted by

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

as follows:

(a) The Operating Carrier shall bill such uplifted flight coupons to the Ticke ting

Carrier using the normal interline settlement process of the IATA Clearing

House. Subject to Section 7.3(b) and 7.3(c), Marketing Carrier flight coupons

shall be treated for proration and billing purposes as if they showed the

Operating Carrier’s designator Code in the Carrier Code Box of the Marketing

Carrier flight coupons. Su ch Marketing Carrier flight coupons will be prorated

and billed according to the Special Prorate Agreement between the Operating

Carrier and the Ticketing Carrier, or, in the absence of an applicable Special

Prorate Agreement, in accordance with the IATA Prorate Manual

‐ Passenger

(“IATA PMP”), specifically IATA PMP Part 3 Section B and other sections thereof

as applicable

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

Ticketing Carrier that issued a Marketing Carrier Ticket the Operating Carrier will

bill such coupon to the Marketing Carrier as an exceptional item (i.e., via

correspondence) and such cou pons shall be valued for billing and proration

purposes according to the Special Prorate Agreement in place between theOperating and Marketing Carrier or in the absence of such an agreement, in

accordance with IATA PMP.

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

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

settlement, the Marketing Carrier shall assist the Operating Carrier in se ttling

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

unsatisfactory settlement.

7.4 The Ticketing Carrier shall receive the Interline Service Charge and/or Ticket Handling

Fee, as agreed between the Operating Carrier and the Ticketing Carrier; provided,

however, if the Marketing Carrier or th e Operating Carrier (or an Affiliate of the

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

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

7.5 To support interline billing by the Operating Carrier to third

‐ parties and involuntary

rerouting and refunding of Marketing Carrier Tickets by the Op erating Carrier, the

Marketing Carrier hereby waives endorsement requirements for the Operating Carrier

with respect to all Marketing Carrier flight coupons. Unless otherwise agreed in writing

by the Parties, such waiver shall be effective thirty (30) days before the Implementation

Date, and shall remain in effect for ninety (90) days after the Termi nation Date of this

Agreement to facilitate the reaccommodation of any Codeshared Passengers ticketed

for travel after the Termination Date.

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

rectified by written correspondence or a meeting between the Parties.

8. Marketing an d Product Display

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

its Code and by the Operating Carrier under its Code. Each Party shall ensure that its

respective advertising and promotions comply with all Applicable Laws. The Marketing

Carrier shall comply with Applicable Laws regarding the dis closure and holding out of

Codeshared Flights provided for herein in the jurisdiction where such Applicable Laws

apply. The Marketing Carrier shall disclose to the extent required by Applicable Law

through industry

‐ approved schedule and selling mechanisms (as defined in the Annexes,

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

through any advertising, point

‐ of

‐ sale disclosures, and any other a ppropriate 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 opportuni ty 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 appropriatedeparture and arrival terminal at the earliest possible opportunity and in particular at

the point of sale.

8.2 The Marketing Carrier shall identify the Codeshared Flights, in accordance with

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

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

the publi cation of Codeshared Flights or connections to and from such flights in Airline

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

shall be borne by the Marketing Carrier.

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

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

the Codeshared Flights on such Codeshared Route using the appropriate traffic

restriction code as defined in the IATA Standard Schedules Information Manual, in order

to suppress the display of the Marketing Carrier’s Codeshared Flights on such local

Codeshared Route (s) (i.e., the Marketing Carrier’s Codeshared Flights on such route will

be limited to passengers connecting online to another flight marketed and/or operated

by the Marketing Carrier).

8.4 Unless otherwise agreed, all information and advertising materials produced with the

aim of promoting the Codeshared Flights shall clearly identify both Parties. All j oint

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

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

shared based on prior agreement.

8.5 Each Party may use its own flight number in referencing the Codeshared Flights except

that only the Operating Ca rrier’s flight number shall be used in actual flight operations

(e.g., air traffic control).

8.6 Notwithstanding the provisions of this Section 8, it is the responsibility of the Marketing

Carrier to ensure that all passengers booked under its Code are appropriately informed

before a reservation is co mpleted of the identity of the Operating Carrier of the

Codeshared Flights.

9. Facilities & Signage

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

identifying the Operating Carrier and the Marketing Carrier, as appropriate, to facilitate

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

Codeshared F lights. The Parties shall cooperate on the placement of such signs, subject

to the approval of the relevant airport authority or other lessors.10. Training

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

expense, and in its sole discretion, all training of its personnel to facilitate the

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

including reservations and ticket offices, and other points of con tact between the

Parties and the public. This training shall include passenger service, reservations and

sales activities, and in

‐ flight service involving the Codeshared Flights.

10.2 The Parties shall, each in their own sole discretion, share any training materials (except

trade secrets and legal advice) developed to support the Codeshared Flights. All

intelle ctual property or similar rights to any materials exchanged shall remain with the

Party who originally developed such materials.

11. Security

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

obligations at all airports served by the Codeshared Flights.

11.2 The Operating Carrier reserves the ri ght to apply the provisions of its own security

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

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

standards set forth by the relevant Government Authorities and be reasonably

acceptable to the Marketi ng Carrier, with the understanding that safety and security are

of the utmost importance to both carriers. Such provisions may include any then

applicable procedures used for the physical screening of passengers, baggage or cargo,

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

11.3 The checking of the travel docume nts of each Codeshared Passenger and the handling

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

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

be done in accordance with the procedures outlined in the Procedure Manual.

12. Safet y and Maintenance

12.1 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 have the absolute right to

delay the departure of an aircraft, to cancel, divert or interrupt a Codeshared Fli ght, to

decrease the authorized payload and/or to substitute an alternative aircraft type or

equipment for any reason (including, without limitation, whenever safety, technical,

operational reasons or adverse weather conditions so require). The Operating Carrier

shall employ the same high standards of safety, security and loss prevention policies onthe Codeshared Flights as on its own flights. Emergency support shall, at a minimum, be

in accordance with the Mutual Emergency Assistance Agreement in force between the

Parties

.

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

owned aircraft, and for other equipment used in con nection with the Codeshared

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

the standards imposed by the relevant aeronautical authorities.

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

Operating Carrier’s operations of Codeshared Flights, and/or to condu ct 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 shall reasonably request. The

Marketing Carrier Reviews shall be coordinated with the Operating Carrier so as to avoi d

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 OP ERATING 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.

12.4 The results of the Marketing Carrier Reviews of the Operating Carrier conducted by the

Marketing Carrier are confidential and will only be commu nicated to the Operating

Carrier. The Marketing Carrier may only disclose the results of such audits to third

parties with the written agreement of the Operating Carrier.

12.5 The Operating Carrier shall maintain a current registration on the IATA Operational

Safety Audit (IOSA) Registry as an IOSA Operator. Th e Operating Carrier shall approve a

request to IATA by the Marketing Carrier for a copy of the most recent IOSA Audit

Report (IAR) of the Operating Carrier, such IAR to be in lieu of, or in addition to, any

audit provided for in this Section 12, at the sole discr etion of the Marketing Carrier.

12.6 The Operating Carrier’s IAR is confidential and the Marketing Carrier may only disclose it

to third parties with the written agreement of both IATA and the Operating Carrier. Any

audit conducted by the Marketing Carrier is confidential and the Marketing Carrier may

only disclose it to third parties with the wri tten agreement of the Operating Carrier.

12.7 Notwithstanding any other provision of this Section 12, the Operating Carrier is solely

responsible for all aspects of its operations, including safety, security and service of the

Code Share Flights.

12.8 The Operating Carrier shall notify the Marketing Carrier within 24 hours of any accide nt,

or serious or mandatory reportable incident occurring to its aircraft during operation of

the Codeshared Flights. Such notification shall be followed, within thirty (30) days, byan initial investigation report provided by the Operating Carrier containing all pertinent

facts of the event and any known causal factors. These requirements are in addition to

any immediate emergency or disaster notification required under Section 3.1. The

Marketing Carrier shall have the right, at its sole discretion and cost, to indep endently

investigate any safety incident or accident which results in death or serious injury to

passengers, or crew, or substantial damage to the Operating Carrier’s aircraft.

12.9 For the purposes of this Article, the term ‘mandatory reportable incident’ means any

safety event where the Operating Carrier is obliged to notify its Ci vil Aviation Authority,

or Regulatory body; ‘serious injury’ means any injury which results in hospitalization of

the person for a period exceeding forty eight hours; The National Transportation Safety

Board (NTSB) definition of "substantial damage" means damage or structural failure that

adversely affects the structural strength, performance or flight characteristics of the

aircraft, and that would normally require major repair or repla cement of the affected

components. (Not considered “substantial damage” are engine failure damage limited

to the engine, bent fairings or cowlings, dented skin, small puncture holes in the skin or

fabric, or damage to landing gear, wheel, tires, flaps, engin e accessories, brakes or wing

tips).

12.10 The Operating Carrier’s accident and incident reports are confidential and any safety

investigation conducted by the Marketing Carrier is confidential. The Marketing Carrier

may only disclose them to third parties with the prior written agreement of the

Operating Carrier.

13. Trademarks and Corporate Ide ntification

13.1 Except as provided in this Agreement:

(a) JetBlue shall not use the EL AL Marks; and

(b) EL AL shall not use the JetBlue Marks,

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

comply with any directions of the owning Party in relation to any approved use

.

13.2 JetBlue acknowledges and agrees that it has no right, title or interest in the EL AL Marks

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

interest in the JetBlue Marks nor any part thereof. The logos, trademarks an d trade

names of each Party will remain at all times the applicable Party’s exclusive property.

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

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

vested in it (by operation of law or otherwise) by reason of this Agreeme nt, it will hold

the same in trust for the other Party and shall, at the request of the other Party,

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

the other Party may other wise direct.14. Representations and Warranties

14.1 Each of JetBlue Airways and EL AL Israel Airlines hereby represents and warrants to the

other as follows:

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

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

act as such by the gover nment of its country of incorporation; and has the

requisite corporate power and authority to enter into and perform its

obligations under this Agreement. Subject to the provisions of Article 2 above

(including obtaining all the required advanced approvals), the execution,

delivery, and performance of this Ag reement by it have been duly authorized by

all necessary corporate action. This Agreement has been duly executed and

delivered by it, and, assuming due authorization, execution, and delivery by the

other Party hereto, this Agreement constitutes its legal, valid, and binding

obligation, enforceable against it in accordance with its terms, except to the

exte nt that enforceability may be limited or modified by the effect of

bankruptcy, insolvency or other similar laws affecting creditors’ rights generally,

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

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

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

or regulation binding on it, or (B) any provision of its Charter, Certificate of

Incorporation, Bylaws or other documents of corporate governance; or (ii)

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

which it is a party or by which it is bou nd, 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 A greement.

(c) Subject to the provisions of Article 2 above (including obtaining all the required

advanced approvals), the execution, delivery and performance by it of this

Agreement do not require the consent or approval of, or the giving of notice to,

the registration with, the recording or filing of any documents with, or th e

taking of any other action in respect of, any Competent Authority, any trustee

or holder of any of its indebtedness or obligations, any stockholder or any other

Person or entity, other than the Governmental Approvals, except where failure

to obtain or take such action would not have a mate rial adverse effect on it or a

material adverse effect on the transactions contemplated in this Agreement.

(d) Each of the foregoing representations and warranties shall survive the execution

and delivery of this Agreement.

15. Term and Termination

15.1 Subject to the provisions of Sections 15.2, this Agreement shall bec ome effective on the

Effective Date and shall remain in effect for a term of five (5) years (the “Initial Term”).

At or prior to the expiration of the Initial Term, the Agreement shall automatically

renew for successive periods of one (1) year unless earlier terminated pursuant to

Sections 2.2 (Government Approvals and Commencement), 15.2 (Ter mination Events),

Section 20 (Force Majeure) or Section 26 (Severability). The Initial Term and theRenewal Term (if any) may collectively be referred to herein as the “ Term ”.

Implementation of this Agreement shall be on the Effective Date, subject to the Parties’

execution of the Mutual Emergency Assistance Agreement

.

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

termina ted as follows:

(a) at any time by mutual written consent of the Parties hereto;

(b) at any time after the second (2 nd ) Anniversary of the Agreement Date by either

Party upon providing at least six (6) month’s prior written notice to the other

Party;

(c) by the non

‐ breaching Party upon the breach of a material term, covenant,

representation or warranty of this Agreement (other than a breach of a

payment obligation un der Section 6 of this Agreement or the failure to

otherwise pay any sums due pursuant to this Agreement), including a failure to

comply with any material obligations and procedures set forth in the Procedures

Manual, provided that the non

‐ breaching Party provides the breaching Party

prior written notice describing the alle ged breach with as much particularity as

reasonably practicable. Termination under this Section 15.2 (c) shall not be

effective if the breaching Party corrects such breach within thirty ) 30 ( days

following receipt of such notice

. If such breach cannot be corrected within

thirty ) 30 ( days following receipt of such notice

, and the breaching Party so

advises the non

‐ breachi ng Party, the non

‐ breaching Party, in its sole discretion,

may give the breaching Party an additional period of time not to exceed thirty

(30) days to correct the breach, provided that the breaching Party has taken

action reasonably contemplated to correct such bre ach following receipt of the

notice;

(d) by the non

‐ breaching Party upon the breach of a payment obligation under

Section 6 of this Agreement or the failure to otherwise pay any sums due to

the non

‐ breaching Party pursuant to this Agreement by the breaching Party,

after the non

‐ breachi ng Party provides the breaching Party at least fifteen (15)

days’ prior written notice describing, with as much particularity as practical, the

alleged breach, and the breaching Party does not, within seven (7) days

following receipt of such notice, correct such breach;

(e) at any time by either Party upon written notice if th e other Party

(i) makes an assignment for the benefit of creditors;

(ii) suspends the payment of or admits in writing its inability to pay, or

generally fails to pay, its debts as they become due;

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

banks and/or other financial institutions or proposes or commen ces a

moratorium upon or extension or composition of its debts;

(iv) has issued against it any writ, execution, process or abstract of

judgment that may have a material adverse effect on it and that is not

dismissed, satisfied or stayed within sixty (60) days; or

(v) files a peti tion for bankruptcy, composition, corporate reorganization,

corporate liquidation, arrangement or special liquidation proceedings;

or (vi) ceases all or a substantial part of its operations (other than due to

Force Majeure as defined in Section 20);(f) by either Party upon no less than ninety (90) days’ and not more than four (4)

full IATA traffic seasons’ prior written notice in the event the other Party

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

consummated will result in a Change of Control; provided that the right to giv e

notice to ter minate with respect to such Change of Control shall begin upon the

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

which if consummated will result in a Change of Control, (ii) public

announcement of the recommendation of a trans action by th e subject Party

which if consummated will result in a Change of Control, or (iii) the occurrence

of a Change of Control, and expire on the ninetieth (90th) day following

consummation of such Change of Control. Each Party undertakes to promptly

notify the other in writing of an oc currence of any of th e events specified in this

Section 15.2 (f)

. For purposes of this Section 15.2 (f)

, a “ Change of Control ”

with respect to a Party occurs if such Party or such Party’s direct or indirect

parent: (1) merges or consolidates with or into any other Person or en tity;

exce pt when such merger or consolidation is with an Affiliate of such Party, or

where immediately after such merger or consolidation, the shareholders of the

Party immediately prior to the merger or consolidation continue to own more

than of the voting equity of the surviving entity or dire ct

or indirect paren t of the surviving entity and, if the Party is not the surviving

entity, the surviving entity assumes in writing all of the obligations and

responsibilities of the Party under this Agreement; (2) sells or otherwise

transfers all or substantially all of its assets to any other Person or entity except

to an Affiliate of such Party; (3 ) if a third party (or third parties acting as a

group), except for an Affiliate of a Party, acquires or more

of the Party’s or the Party’s direct or indirect parent’s voting equity in one or

more transactions; or (4) if a third par t y airline (not being an Affiliate of a Party)

or the parent of a third party airline, acquires Control directly or indirectly of a

Party, including without limitation by acquiring Control of the direct or indirect

parent of a Party.

(g) Throughout the term of this Agreeme n t, either Party has the right to suspend

performance of this Agreement immediately by giving written notice to the

other Party in the event that it has reason to suspect or believe or in the event

that:

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

or accide nt or received a serious security threat that relates to any of

that Party’s flights or to a Codeshared Flight or Codeshared Route,

provided that the foregoing actually and significantly impacts the

operations of that Party; or

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

notice tha t it has faile d to comply with applicable safety or security

requirements in a manner that actually threatens its continued

operation under its Air Carrier Operating Certificate (“AOC”) issued by

the relevant Competent Authority; or

(iii) any Competent Authority, including but not limited to the US

Department of Transportation and/or the Fed eral Aviation

Administra tion and the Israel Civil Aviation Authority has ordered in

writing or orally that the Marketing Carrier’s Code be removed fromCodeshared Flights or Codeshared Routes operated by the Operating

Carrier for any reason whatsoever; or

(iv) any Competent Authority, including but not limited to the US

Department of Transportation and/or the Federal Aviation

Administration and the Israel Civil Aviation Authority, as applicable,

does not provide safety oversight of its air carrier operators in

accordanc e with the minimum safety oversight standards established by

the International Civil Aviation Organization (ICAO), which results in the

United States of America receiving a rating of [pertinent rating] from

Israel Civil Aviation Authority, or Israel receiving an equivalent rating

from counterpart authorities in the United States of America,

respectively

.

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

the suspension no longer exists, it shall notify the other Party. This Agreement will

recommence, at the option of the suspending Party, within thirty (30) days after the

date of such notice under the same terms and condi tions, or under amended terms and

conditions in accordance with as may be agreed to by the Parties.

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

shall, in its sole discretion, unless termination is pursuant to Section 15.2 (f)

, take al l

reasonable actions to confirm and preserve reservations on the Operating Carrier for

passengers scheduled to be traveling on Marketing Carrier Tickets and, as applicable,

endorse or otherwise modify or reissue such tickets to permit use on the Operating

Carrier. The Operating Carrier shall, subject to [Section 16.5], accept passengers

traveling on su ch tickets as if such reservations had been booked through the Operating

Carrier using ordinary interline procedures but giving effect to the revenue settlement

methodology provided for in Section 6 of this Agreement.

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

Section 15.2 (d) or 15.2(e), th e 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. Indemnification

16.1 The Party th at is the Operating Carrier (or whose authorized Affiliate is the Operating

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

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

individually a, or collectively the, “Marketing Carrier Indemnified Party”) from and

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

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

following:

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

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

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

transported by, the Operating Carrier (including, for the avoidance of doubt,Damages arising out of the death of or injury to Codeshared Passengers

traveling on Marketing Carrier Tickets);

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

carried on board the aircraft operated by the Operating Carrier but occurring in

connection with such operations;

(c ) negligent acts or omissions of the Operating Carrier related to its obligations

under this Agreement, other than Damages to the extent addressed in

Section 16.1 ) a) or (b) or Section 16.2(a) or (b);

(d) the Operating Carrier’s breach of any of its representations or warranties set

forth in Section 14 of this Agreement; or

(e) infringe ment of a third

‐ party’s intellectual property or similar rights by the

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

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

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

Party’s gross negligence or willful misco nduct.

16.2 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, and agents (each individually an, or

collectively the, “Operating Carrier Indemnified Party”) from and against an y and all

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

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

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

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

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

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

gross negligence or willful misconduct of the Marketing Carrier;

(b) the deat h of or injury to, or loss or damage to property of, third parties not

carried on board the aircraft operated by the Operating Carrier but occurring in

connection with such operations, but only to the extent caused by the gross

negligence or willful misconduct of the Marketing Carrier;

(c) neglige nt acts or omissions of the Marketing Carrier that are related to its

obligations under this Agreement, other than Damages to the extent addressed

in Section 16.1 ) a) or (b) or Section 16.2 ) a) or (b ;(

(d) passenger claims based on the Marketing Carrier’s failure to properly issue,

deliver and complete transportation documentation in accordance with th e

provisions of the standard IATA or other applicable ticketing procedures,

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

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

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

that in ticketing Codeshared Passengers, the Marke ting Carrier is entitled to

apply the limits of liability provided for in its own Conditions of Carriage);

provided, however, that the Marketing Carrier shall only be liable under this

Section 16.2 (d) for that portion of any Damages that is in excess of the Damages

against which the Operati ng Carrier would have been required to indemnify the

Marketing Carrier under Section 16.1(a) if the Marketing Carrier had properly

complied with all IATA ticketing procedures;(e) the Marketing Carrier’s breach of its representations or warranties set forth in

Section 14 of this Agreement; or

(f) infringement of a third

‐ party’s intellectual property or similar rights by the

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

16.3 A Party (the “Indemnified Party”) that believes it is entitl ed to indemnification from the

other Party (the “Indemnifying Party”) pursuant to the terms of this Agreement with

respect to a claim for Damages (i.e., a third

‐ party claim) shall provide the Indemnifying

Party with written notice (an “Indemnification Notice”) of such claim (provided,

however, that the failure to give such not ice 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 obligated and entitled,

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

settle any such third par ty claim. The Indemnifying Party shall have the right to elect to

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

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

to a settlement that has been agreed up on by the Indemnifying Party and the claimant

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

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

such matter, the Indemnifying Party’s liability hereunder shall be limited to the amount

of any such proposed settleme nt. If the Indemnifying Party fails to take any action

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

(30) days of receiving such Indemnification Notice, or otherwise contests its obligation

to indemnify the Indemnified Party in connection therewith, the Indemnified Pa rty may,

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

Indemnifying Party settle or defend against such third

‐ party claim for the account, and

at the expense, of the Indemnifying Party. Except as set forth in this Section 16.3, the

Indemnified Party shall not enter into any settl ement or other compromise or consent

to a judgment with respect to a third

‐ party claim to which the Indemnifying Party has an

indemnity obligation without the prior written consent of the Indemnifying Party.

16.4 Each Indemnified Party shall have the right, but not the du ty, to participate in the

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

relieving the Indemnifying Party of any obligations hereunder. In addition, even if the

Indemnifying Party assumes the defense of a claim, the Indemnified Party shall have the

right to assume con trol of the defense of any claim from the Indemnifying Party at any

time, and to elect to settle or defend against such claim; provided, however, the

Indemnifying Party shall have no indemnification obligations with respect to such claim

except for the costs and expenses of the Indemnified Party (other than a ttorneys’ fees

incurred in participating in the defense of such claim) incurred prior to the assumption

of the defense of the claim by the Indemnified Party.

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

and against any and all Taxes (as defined in App endix 1), or Assessments (subject to the

terms of Section

‐ 18.6), 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.16.6 Any claims made against the Marketing Carrier by the Codeshared Passenger may be

handled by the Marketing Carrier in accordance with its own procedure, and payment of

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

thereupon indemnify the Marketing Carrier for such payments in accordance with

Article 16.1

. However, th e Marketing Carrier shall not admit any liability, negotiate,

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

obtained prior consent from the Operating Carrier. In case of a passenger’s death or

bodily injury, the Operating Carrier and the Marketing Carrier agree to make an

adequate advance pay m ent in accordance with applicable laws and custom, with close

coordination each other.

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

Termination Date of this Agreement

.

17. Insurance

17.1 The Operating Carrier shall procure and maintain for the ben efit of th e Marketing

Carrier during the term of this Agreement with insurance carriers of known financial

responsibility, insurance of the type and in the amounts listed below:

(a) Third Party Legal Liability in respect of all operations, including but not limited

to aircraft (owned and non

‐ owned) liability (including risks of war

, hijacking and

allied perils), passenger and crew baggage and personal effects, funeral and

repatriation expenses, all reasonable expenses arising out of the Federal Family

Assistance Act of 1996 and/or similar regulations applying elsewhere in the

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

equivalent including premises, products, comple ted operations, and contrac tual

liability. This insurance must be primary without right of contribution from any

insurance carried by the Marketing Carrier to the extent of the indemnity

specified in Section 16.1, and shall (i) name the Marketing Carrier and the

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

protections afforded the Marketing Carrier under the indemnity specified in

Section 16.1, (ii) contain a severability of interest clause and a breach of

warranty clause in favor of the Marketing Carrier, (iii) specifically insure the

Operating Carrier’s indemnification obligations under this Agreement to the full

extent of the coverage pr ovided by th e Operating Carrier’s policy or policies,

and (iv) contain a provision stating that the Operating Carrier’s policy or policies

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

federal, or other governmental authority having jurisdiction over aircraft

operated by the Operating Carrier, (v) contain a clause specifying tha t the

Marketing Carrier shall have no responsibility for premium payment and

insurers shall waive any rights of set

‐ off or counterclaim against the Marketing

Carrier.

(b) The Operating Carrier shall maintain a combined single limit of liability of not

less than per any one occurrence for each aircraft,

including bo dily in jury, 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 coverages

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

per occurrence and in the annual a ggre gate except with respect topassengers (including Codeshared Passengers and other revenue and non

‐

revenue passengers), and (ii) war and allied perils may be subject to an annual

aggregate limit.

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

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

specified in Section 16.1

.

17.2 Not less than ten (10) day s prior to the Operating Carrier first performing the Services

hereunder, and prior to the expiration or other termination of any such insurance, the

Operating Carrier shall furnish to the Marketing Carrier certificates evidencing that they

meet the ins urance required hereby. All insurance required to be carried hereunder

shall be effected under valid and enforceable policies issued by reputable and

independent insurers permitted to do business in the applicable jurisdictions and having

either (a) a general policyholder rating from Best’s Insurance Guide, or an equivalent

organization, of not le ss than “A

‐ ”, or (b) an international reputation in the aviation

marketplace, or (c) as approved by the other party.

18. Taxes

18.1 Subject to Section 18.4, each Party shall be responsible for any net or gross income or

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

thereof which is attri butable to it in connection with the sale of air transportation

pursuant to this Agreement.

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

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

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

The Parties hereby agree as follows:

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

any non

‐ interlineable Ticket Taxes levied in connection with sales of the

Codeshared F lights.

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

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

the Marketing Carrier or a third

‐ party, the Operating Carrier shall report and

issue a debit invoice to the Ticketing Carrier through the IATA Clearing House for

any interl ineable Ticket Taxes in connection with the sales of the Codeshared

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

interlineable Ticket Taxes.

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

payable on or measured by passenger enplane ment and payable or remittable

by the Operating Carrier or the Marketing Carrier in accordance with industry

guidelines outlined in the IATA Revenue Accounting Manual (IATA

‐ RAM).

(d) If the Ticketing Carrier is a third

‐ party, the Marketing Carrier shall use

commercially reasonable efforts to cause such third

‐ party to i mplement the

foregoing provisions.

18.3 Notwithstanding the provisions of Section 18.2, if the Ticketing Carrier is prohibited by

law from collecting certain Ticket Taxes in the country where tickets are sold or wheretravel documents are issued, then the Ticketing Carrier is relieved only from collecting

such Ticket Taxes so prohibited by law and shall notify the Operating Carrier, (i) no later

than the Effective Date with respect to any such laws existing as of such date and (ii)

within thirty (30) days of the en actment of any such laws after the Effective Date, which

Ticket Taxes it is prohibited from collecting and render reasonable assistance to the

Operating Carrier so that procedures can be implemented to collect such Ticket Taxes

from the passenger.

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

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

of the payments that either of the Parties or their agents (the “Payor”) may be required

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

payments to the Payee shall be exclusi ve of such withholding, provided however, that

the Payor shall inform the Payee in writing with at least forty five (45) days’ advance

notice of its intent to withhold the Taxes and the legal basis for such withholding. The

Payor shall inform the Payee:

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

given to the Payor by such taxation authority; and

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

authority of the amounts withheld by Payor.

18.5 In the event the Payor is required to withhold tax es under the procedures of Section

18.4, the Payor shall provide to the Payee within thirty (30) days of such withholding a

tax receipt and copies of any support for the payment as may be necessary to support a

claim by the Payee of a foreign tax cred it under Applicable Laws.

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

assessment or potential assessment or imposition of any Tax (collectively, an

“Assessment”) relating to this Agreement, that the other Party may be responsible for

paying, directly or indirectly, the Party so notified shall inform th e other Party in writing

within ten (10) days of receipt of such notice. If the Party receiving such notice from a

taxation authority is or will be required to pay any Assessment for which the other Party

is ultimately responsible, it shall be entitled to be indemnified against such As sessment

in accordance with Section 16.5. The Indemnifying Party shall have the option to defend

or contest such Assessment in accordance with the procedures set forth in Section 16.

.

19. Review Procedures and Amendment of the Agreement

19.1 Each Party will cooperate with the other Party to ins titute regular monitoring processes

to ensure that this Agreement is being implemented efficiently and in accordance with

its terms. Review meetings, which may be conducted via TeleConference, will be held on

a six (6) month basis unless otherwise agreed by the parties.

19.2 In addition to the review meetings referred to in Se ction 19.1, a Party may on

reasonable notice call for a review of the conduct or the terms of this Agreement at any

time and the other Party will cooperate in such review (“Committee”).

19.3 If:(a) either Party considers that the Agreement requires amendment in order to

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

Codeshare Services; and

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

Appendix 1

– Codeshared Routes and a reasonable description of the basis for

that r equest,

then each Party shall negotiate in good faith with the other Party in respect of that

requested amendment.

20. Force Majeure

20.1 Except with respect to the performance of payment, confidentiality, and indemnity

obligations, which shall be unconditional under this Agreement, neither Party shall be

liable for del ays in or failure to perform under this Agreement to the extent that such

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

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

accident, epidemic or quarantine restriction, act of governmen t or any other cause,

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

of that Party’s lack of reasonable diligence. If an Excusable Delay continues for thirty

(30) days or longer, the non

‐ delayed Party shall have the right, at its op tion, to

terminate this Agreement by giving the delayed Party at least thirty (30) days’ prior

written notice.

21. Governing Law and Dispute Resolution

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

the laws of the State of New York, United States of America, without rega rd to its

conflict of laws principles, including all matters of construction, validity and

performance.

21.2 Prior to referring a Dispute to arbitration as provided in Section 21.4, the Parties shall

proceed as follows:

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

dispute, difference, disagreement or cl aim between the Parties arising under or

relating to this Agreement, including any question concerning the validity,

termination, interpretation, performance, operation, enforcement or breach of

this Agreement (each, a “Dispute”), must first be referred by a Party to the

Committee for resolution. If the Committee is unable to resolve the Dispute

within twe nty (20) days after the Dispute is referred to it, unless extended by

mutual consent of the Parties, the Dispute must then be referred by each Party

to its respective Vice President

– Alliances (or similar position on the officer

level in charge of Alliances) for resolution within tw enty (20) days after the date

of the first such referral by either Party, unless extended by mutual consent of

the Parties.

(b) Except as otherwise expressly provided in Section 21.3, a Dispute not resolved

by the Committee must then be referred by each Party to its respective Vice

President

– A lliances.(c) It will be sufficient for the purposes of referrals under this Section 21.2 that a

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

or its own Vice President

– Alliances, as the case may be, in each case, with a

copy to the other Party in the manne r specified in Section 31 for the giving of

notice.

21.3 Any Dispute not resolved after referral to the Committee and Vice Presidents

– Alliances

of the Parties as required in Section 21.2, shall then be referred to arbitration as

provided in Section 21.4. Each Party irr evocably and unconditionally submits, for itself

and its property, to the exclusive jurisdiction of such arbitration and expressly and

irrevocably waives its right to bring suit against the other Party in respect of a Dispute in

any court of law except for the limited purposes of enforcing an arbitral award obtained

in respect of a Dispute, or for obtaining any injunctiv e, 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. Each Party, to the fullest

extent it may effectively do so under Applicable Law

, irrevocably waives and agrees not

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

arbitration.

21.4 In the event that any Dispute is not resolved pursuant to Section 21.2, then such Dispute

shall be referred to and fi nally resolved pursuant to binding and confidential arbitration

under the then

‐ existing Commercial Arbitration rules of the American Arbitration

Association (the "Rules"), except as they may be modified herein or by mutual

agreement of the Parties. The arbitration, including the rendering of the award, will be

conducted by three (3) arbitrators, each of whom will have experience with aviation

industry matters and be fluent in the English langu age; provided, however, that the

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

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

the arbitra tion is to be conducted by three (3) arbitrators, each Party will select one

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

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

language to be used in the arbitral proceedi ngs shall be English In the event that any

Dispute is submitted to arbitration, all then current Disputes that have not been

resolved in accordance with Section 21.2 (including counterclaims between the Parties)

will be consolidated in a single arbitral proceeding. The Parties will conduct the

arbitration as quickly as is reasona bly practicable and will use their respective

commercially reasonable efforts to ensure that duration of the arbitral proceeding will

not exceed ninety (90) days commencing from the date the last arbitrator accepts his or

her appointment (or, if the arbitral award is not issued within such ninety (90) days,

within a singl e renewal period of another ninety (90) days). Any decision or award of

the arbitrators will be based solely on the terms of this Agreement, and the substantive

governing law applicable to such agreement(s). The decision of the arbitrators will be in

writing stating the reasons therefore, will be final and conclusive, an d will be binding on

the Parties. Judgment upon the award rendered in the arbitration may be entered and

enforced by any court of competent jurisdiction. Each Party hereby expressly agrees

that the arbitrators will have the authority to award specific performance or an

injunction to the prevailing Party, or to make an award of damage s, subject to the limits,

waivers and disclaimers set forth in this Agreement, or under applicable law. Theprevailing Party shall be awarded costs, reasonable expert witness fees, and reasonable

attorneys’ fees incurred in connection with such arbitral proceedings.

21.5 Without prejudice to the provisions of Section 21.2 and 21.6(b), each Party irrevocably

and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction

of the applicable State or Fe deral Court of the St ate of New York and any appellate

courts therefrom (the “Courts”), for purposes of enforcing any arbitral award, or for

obtaining any injunctive, temporary or preventative order or similar order available to it

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

of this Ag reem ent which threatens irreparable damage. Nothing in this Section 21.5

shall affect any right that any Party may otherwise have to bring any provisional, interim

or conservatory action or proceeding relating to provisional, interim or conservatory

measures in the courts of any jurisdiction. Each Party irrevocably consen ts to service of

process by any means described in Se ction 21.7.

21.6 Each Party, to the fullest extent it may effectively do so under substantive governing law

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

motion, as a defense or otherwise:

(a) any claim that it is not subj ect to the jurisdiction of th e Courts and any objection

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

actions brought in such Court; and

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

jurisdiction) in con n ection with any question of law arising in the course of

arbitration proceedings or out of any decision or award by the arbitrator, except

as permitted by New York law.

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

service of process any of its officers to r eceive and acknowledge on beh alf of such Party

any process, notices, or other documents that may be served in any suit, action, or

proceeding of the nature referred to in this Section 21 in an y court sitting in the State

of New York, United States of America

.

22. Covenant to Comply with all Laws

22.1 In performi n g its obligations under this Agreement, each Party shall, at its own cost and

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

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

and all third countries.

22.2 If either Party has noti ce that a provision of this Agreement is contrary to any Applicable

Laws or governmental regulations, that Party shall immediately notify the other Party in

writing, such notice to include a description of the perceived violation and supporting

written materials that facilitate the other Party’s investigation of such perceive d

violation.23. Publicity

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

concerning this Agreement without the prior written consent of the other Party, which

consent shall not be unreasonably withheld or delayed.

24. Confidentiality

24.1 Except as necessary to obtain any Government Approvals or as otherwise provided

below, ea ch Party shall, and shall ensure that its directors, officers, employees,

Affiliates, and professional advisors (collectively, the “Representatives”), at all times,

maintain strict confidence and secrecy in respect of all Confidential Information of the

other Party (including its Affiliates) received directly or indirectly as a result of this

Agreeme nt. If a Party (the “Disclosing Party”) is requested to disclose any Confidential

Information of the other Party (the “Affected Party”) under the terms of a subpoena or

order issued by a court or governmental body, it shall (a) notify the Affected Party

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

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

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

required to prevent the Disclosing Party from being held in contempt or subject to other

legal penalty, furnish only such portio n 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 th e purpose of implementing and

administering this Agreement, and shall inform such Representatives of the confidential

nature of the Confidential Information and instruct such Representatives to treat such

Confidential Information in a manner consistent with this Section 24.1

.

24.2 Within ninety (90) days after the termination of this Agreeme nt, each Party shall either

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

Information in its possession or the possession of any of its Representatives (including,

without limitation, any reports, memoranda or other materials prepared by such Party

or at its direction) and purge all co pies encoded or stored on magnetic or other

electronic media or processors, unless and only to the extent that the Confidential

Information is necessary for the continued administration and operation of such Party’s

programs or is reasonably necessary in connection with the resolution of any dispute

between the Parties.

24.3 Each Party acknowledges and agr ees that in the event of any breach of this Section 24,

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

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

remedy at law or in e quity, the Affected Party shall be entitled to an injunction or

injunctions (without the posting of any bond and without proof of actual Damages) to

prevent breaches or threatened breaches of this Section 24 and/or to compel specific

performance of this Section 24.24.4 The confidentiality obligations of the Parties under this Section 24 shall survive the

Termination Date of this Agreement for a period of five (5) years.

25. Assignment

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

delegate or subcontract any of its duties here under, without the prior written consent

of the other Party; provided however, that each of JetBlue Airways and EL AL Israel

Airlines may assign, subcontract or delegate any of its rights, duties or obligations under

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

shall not reli eve JetBlue Airways and EL AL Israel Airlines of any of its obligations under

this Agreement.

26. Severability

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

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

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

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

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

of either Party, any such severance affects the commercial basis of this Agre ement, in

which case the Party shall so inform the other Party and the Parties shall negotiate in

good faith to agree upon modification of this Agreement so as to maintain the balance

of the commercial interests of the Parties. If, however, such negotiations are not

successfully concluded within ninety (9 0) days from the date a Party has informed the

other that the commercial basis has been affected, either Party may terminate this

Agreement by giving at least thirty (30) days’ prior written notice to the other Party.

27. Non

‐ Exclusivity

27.1 This Agreement is non

‐ exclusive and does not precl ude either Party from entering into

or maintaining marketing relationships, including Codeshares with other airlines.

27.2 For further clarity, nothing in this Agreement confers any right on either Party to restrict

the other Party’s ability:

(a) to maintain or change rates, fares, tariffs, services, distribution and marketing

methods, competitive strategies or si milar matters;

(b) to engage in vigorous and full competition with each other or other entities; and

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

28. Further Assurances

28.1 Each Party shall perform such further acts and execute and deliver such further

instruments and docu ments at such Party’s cost and expense as may be required by

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

carry out and effectuate the purposes of this Agreement.29. Miscellaneous

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

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

Parties regarding the same subject matter (including the Existing Agreement). This

Agreement may not be amended or modified except in writing signed by a duly

authorized Representa tive of each Party.

29.2 The relationship of the Parties hereunder shall be that of independent contractors.

Neither Party is intended to have, and neither of them shall represent to any other

Person that it has, any power, right or authority to bind the other, or to assume, or

create, an y obligation or responsibility, express or implied, on behalf of the other,

except as expressly required by this Agreement or as otherwise permitted in writing.

Nothing in this Agreement shall be construed to create between the Parties and/or the

Parties’ Representatives any partnership, joint venture, employment relationship,

franchise or agency (e xcept that the Operating Carrier shall have supervisory control

over all passengers during any Codeshared Flight, including any employees, agents or

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

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

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

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

change has a material adverse effect on either Party to this Agreement, then JetBlue or

EL AL may propose a review of or amendment to this Agreement to limit or ex pand any

of the terms, to extend the relationship to additional activities or city pair destinations

or otherwise to modify in any way the transactions or relationships contemplated in this

Agreement. However, neither JetBlue nor EL AL will have any obligation, for any reason,

to effect such an am endment.

29.4 All rights, remedies and obligations of the Parties hereto shall accrue and apply solely to

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

benefit any third

‐ parties, including the creditors of either Party.

29.5 This Agreement may be e xecuted and delivered by the Parties in separate counterparts,

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

taken together shall constitute one and the same instrument.

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

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

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

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

or privilege. The rights, remedies, pow ers and privileges herein provided are cumulative

and not exclusive of any rights, remedies, powers and privileges provided by law. The

failure of any Party to insist upon a strict performance of any of the terms or provisions

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

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

option, right or remedy, but the same shall continue and remain in full force and effect.No waiver by any Party of any term or provision of this Agreement shall be deemed to

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

29.7 This Agreement is the product of negotiations between JetBlue Airways and EL AL, and

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

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

construction against the drafting Party, or similar doctrine.

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

convenience of the Parties, the English language ver sion will govern for all purposes of

the interpretation and performance of this Agreement.

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

Damages, including lost revenues, lost profits or lost prospective economic advantage,

arising from any performance or failure to perform under this Agreement, eve n if such

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

releases and waives any claims against the other Party regarding such Damages. FOR

THE AVOIDANCE OF DOUBT, THE PARTIES AGREE THE FOREGOING SHALL NOT LIMIT A

PARTY’S OBLIGATION TO INDEMNIFY THE OTH ER IN ACCORDANCE WITHSECTION 16

FOR DAMAGES ARISING OUT OF OR RELATED TO A CLAIM, SUITE OR CAUSE OF ACTION

BY A THIRD PARTY.

30. Notices

30.1 Unless otherwise expressly required in this Agreement or the Procedure Manual, all

notices, reports, invoices and other communications required or permitted to be given

to or made upon a Party to this A greement shall be in writing, shall be addressed as

provided below and shall be considered as properly given and received:

(a) when delivered, if delivered in person (and a signed acknowledgment of receipt

is obtained); or

(b) three (3) Business Days after disp atch, if dispatched by a recognized express

delivery service that provides signed acknowledgments of receipt.

30.2 For the purposes of notice, the Designated Parties and their respective addresses shall

be as set forth Annex 7; provided, however, that either Party shall have the right to

change its Designated Party and the ir address for notice to any other location by giving

at least three (3) Business Days prior written notice to the other Party in the manner set

forth above.

The remainder of this page is intentionally blank.

### CERTIFICATE OF SERVICE

I hereby certify that a copy of the foregoing Application of JetBlue Airways Corporation

for a Statement of Authorization was served this 29th day of September , 2014 via email

transmission on the following:

Charles.donley@squirepb.com

Marshall.sinick@squiresanders.com

Edward.sauer@squirepb.com

Robert.wirick@aa.com

Howard.kass@aa.com

Francis.heil@aa.com

sascha.vanderbellen@delta.com

chris.walker@delta.com

Stephen.lachter@lachterlaw.com

matwood@cozen.com

dan.weiss@united.com

steve.morrissey@united.com

jonathan.linde@united.com

sseiden@crowell.com

lhalloway@crowell.com

gmurphy@crowell.com

nssparks@fedex.com

sllunsford @fedex.com

jcanny@amerijet.com

jrichardson@johnlrichardson.com

kevin.montgomery@polaraircargo.com anita.mosner@hklaw.com

Jennifer.nowak@hklaw.com

rpommer@atlasair.com

jyoung@yklaw.com

dkirstein@yklaw.com

leslie.abbott@wnco.com

bob.kneisley@wnco.com

john.varley@virginamerica.com

jegillick@zsrlaw.com

jhfoglia@zsrlaw.com

mlbenge@zsrlaw.com

kristinasa @state.gov

emeryjb@state.gov

esta.rosenberg@dot.gov

robert.finamore@dot.gov

brett.kruger@dot.gov

brian.hedberg@dot.gov

john.s.duncan @faa.gov

William.stallings@usdoj.gov

info@airlineinfo.com

/s/

Benjamin Berlin