exv10w8



 




Confidential treatment has been requested with respect to certain portions of this exhibit.

Omitted portions have been filed separately with the Securities and Exchange Commission.




Exhibit 10.8




AMENDED AND RESTATED ALLIANCE AGREEMENT




     This Amended and Restated Alliance Agreement (the “Alliance Agreement” and together with the
Exhibits hereto, the “Agreement”) is made this 30th day of December, 1999, by and between
CONTINENTAL AIRLINES, INC. (“Continental”), a Delaware corporation, with its principal office at
1600 Smith Street, Houston, Texas, U.S.A. 77002, and GULFSTREAM INTERNATIONAL AIRLINES, INC.
(“Gulfstream”), a Florida corporation, with its principal office at 1815 Griffith Road, Dania,
Florida 33004.



Recitals




     Continental and Gulfstream are each certificated air carriers providing air transportation
services with respect to both passengers and cargo in their respective areas of operation.



     Continental and Gulfstream are each party to an Alliance Agreement dated January 9, 1997 (the
“Original Alliance Agreement”).



     Contemporaneous with the date hereof, Continental has made a substantial equity investment in
Gulfstream (the “Equity Investment”).



     Continental and Gulfstream desire to increase the flow of air passenger traffic on aircraft
operated by both carriers and increase the quantity and quality of air service available to the
traveling public by entering into a cooperative relationship that will include the code sharing of
flights, through check-in, special prorate arrangements for passengers, frequent flyer program
participation, joint sales and marketing programs and other mutually agreed to agreements.



     In connection with the Equity Investment, Continental and Gulfstream desire to amend and
restate the Original Alliance Agreement as provided for in this Alliance Agreement.



     NOW, THEREFORE, in consideration of the premises and the mutual promises herein contained,
Continental and Gulfstream agree as follows:



     1. Shared Code Segments. To the extent permitted by applicable laws, Continental will
place its code on flights operated by Gulfstream between the locations indicated on Exhibit A
hereto (the “Shared Code Segments”). To the extent permitted by applicable law, the carriers will
explore the possibility of code sharing on additional mutually agreed to segments. Gulfstream may
utilize its designator code for local traffic on the Shared Code Segments, but shall have no right
to place its designator code on flights operated by Continental. Except as expressly set forth
herein, no carrier shall have an obligation to extend Shared Code Segments to other routes or to
maintain operations of its aircraft on any routes and no such obligation can be created by any oral
statements or representations or course of dealing by a carrier, but only by an express written
agreement. Continental will place its “CO*” designator code on the flights operated as Shared Code
Segments promptly upon the reasonable determination by Continental that the product offered by
Gulfstream on such flight is substantially comparable to that offered by Continental. The carriers
shall meet together at least every six months that this Agreement is



 









 







in effect to discuss the appropriateness of expanding or contracting the list of city pairs on
Exhibit A.



     2. Schedules. The carriers will cooperate with each other to develop coordinated
schedules to ensure maximum connecting opportunities for both carriers. Once a schedule has been
established, a carrier may only change the schedule for its aircraft upon 60 days’ prior written
notice to the other carrier (or notice as far in advance as is practicable, if 60 days is not
practicable). If a schedule change by either carrier will have a detrimental effect on the
connecting opportunities relating to Shared Code Segments, the carrier making the change will
discuss the change with the other carrier prior to implementing the change.



     3. Pricing and Capacity Control of Shared Code Segments.




     (a) Pricing. Each carrier will file the tariffs and fares for flights operated
on Shared Code Segments that utilize its designator code (CO or CO* in the case of
Continental and 3M in the case of Gulfstream). Continental will establish and set, to the
exclusion of Gulfstream, the fares for flights operated solely by it and flights between
locations served by connecting flight operations whereby at least one segment is operated by
Gulfstream as a Shared Code Segment and at least one segment is operated by Continental
(“Through Flight”). Gulfstream will establish and set, to the exclusion of Continental, the
fares for flights operated solely by it. To the extent that no fare has been filed for a
Through Flight, the fare applicable to such flight shall equal the sum of the local fares.




     (b) Capacity Control. Except to the extent necessary to prevent unauthorized
over booking. Gulfstream will make available for sale as a Shared Code Segment all of the
available seats on Shared Code Segments operated by it; provided, however, that as long as
Gulfstream is a party to its current agreement with United Airlines, Inc.(“United”), whereby
United’s two letter designator code is placed on aircraft operated by Gulfstream, Gulfstream
may withhold from inventory available to Continental up to four seats on one of the daily
flights operated by Gulfstream in each of the following city pairs: MIA-MCO, MIA-TPA,
MIA-EYW, MIA-NAS, TPA-EYW, PBI-TPA, MCO-EYW, FLL-NAS, SJU-STT, SJU-STX, SJU-SXM AND SJU-SKB.
Subject to the provisions of this Section 3(b), Gulfstream will use its reasonable efforts
to make inventory available to satisfy the demand for passenger traffic connecting from
Continental flights.



     4. Revenue Allocation. The revenue from Through Flights shall be allocated in
accordance with the Revenue Settlement Agreement in effect between the carriers. The revenue to be
allocated will be based on the ticketed fare, less any discount resulting from acceptance of
mutually agreed to coupons or certificates. Excess baggage charges and other similar charges will
be prorated on a segment basis.



     5. Revenue Settlement.




     (a) Revenue Advances to Gulfstream



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     (i) Timing. On a weekly basis, Continental will advance funds to
Gulfstream for estimated amounts of revenue (the “Advance Payment”). The Advance
Payment will be sent to Gulfstream every Thursday (exceptions being made for
holidays) via wire transfer, and will cover the seven days ending on and including
the previous Sunday.




     (ii) Calculation. The Advance Payment will be calculated accordingly to
the following formula:




[*]

equals: Advance Payment




     Where,




     [*]




     (iii) Costs for reporting requirements. Gulfstream shall be responsible
for the cost of maintaining and, as necessary, upgrading FSIR in order to comply
with the reporting requirements set forth above.




     (iv) Adjustments to Advance Payment methodology. The carriers will
review the methodology for determining the amount of the advance payment upon the
request of either carrier, and to the extent that the amount of the advance needs to
be adjusted prospectively to more accurate reflect the risks of each carrier, the
methodology will be adjusted accordingly.




     (b) Monthly Settlement. At the end of each month, the Carriers will submit
invoices to the other via the Airline Clearing House (ACH) as follows:




     (i) Continental will bill Gulfstream the sum of all Advance Payments made to
Gulfstream with respect to such month (including an allocation of any weekly advance
that covers the end of one month and the beginning of the next month).




     (ii) Continental will bill Gulfstream, as and when reasonably quantified, all
credit card discount and processing fees and charges, credit card chargebacks, CRS
booking fees, reservations and sales accounting charges and other deductions
permitted in accordance with this Agreement with respect to revenue on CO* Flights.




     (iii) Gulfstream will bill Continental the actual revenue it earned with
respect to tickets on Continental ticket stock as determined in accordance with
Section 4 hereto, not including taxes, passenger facility charges, commissions and
other appropriate deductions from the fare, as evidenced by Continental coupons
lifted by Gulfstream on CO* Flights during the month.




The net amount due to Continental or Gulfstream will be settled through normal ACH
procedures. Subject to Gulfstream’s obligation to reimburse Continental for



3









 







such payments, Continental will remit to the appropriate authority all taxes,
passenger facility charges and other fees with respect to coupons for CO* flights
issued on Continental ticket stock, and will remit, as appropriate (or allow the
offset of), all commissions with respect to such coupons.




     (c) Offset/Adjustment to Advance Payments. Continental reserves the right to
adjust and/or offset the amount of any Advance Payments to be made to Gulfstream pursuant to
this Section 5 based on amounts due and payable by Gulfstream to Continental pursuant to
this Agreement or with respect to other alliance related obligations.




     (d) Consent to Sampling. Gulfstream hereby consents to the use of sampling
techniques by Continental to determine settlement amounts in accordance with Airline
Clearing House Manual Section D. If Gulfstream is not satisfied with the results of the
sampling results, Gulfstream may request Continental to review the sampling techniques.



     6. Term. The term of this Agreement shall commence on the date first written above and
shall, unless earlier terminated as provided elsewhere in this Agreement, continue thereafter until
either carrier gives the other carrier at least three years’ written notice of termination;
provided, however, that such notice may not be given until on or after the date that is ten (10)
years after the date hereof.



     7. Sales and Marketing Programs. To the extent permitted by law, the parties will work
to develop and implement mutually agreeable joint sales and marketing programs to help promote the
alliance relationship and increase revenues from same. Details of joint program development,
charges for inclusion therein and the individual components thereof will be negotiated and mutually
agreed between the carriers. The parties will conduct semiannual joint sales and marketing meetings
to discuss possible sales and marketing programs and strategies.



     8. Other Agreements. In furtherance of the alliance relationship, the carriers have
entered or will enter into agreements concerning the following subject matters:




	 	 	 	Subject Matter
	 
	 	A.	 	Employee Interline
	 
	 	B.	 	Frequent Flyer Program Participation
	 
	 	C.	 	Ground Handling
	 
	 	D.	 	Fuel





     9. [Deleted by Amendment dated 12/26/02.]



     10. Reservations and Ticket Handling. Continental shall operate and maintain a
reservations system to permit potential passengers to book reservations on Shared Code Segments.
Gulfstream shall be permitted to utilize Continental’s ticket stock and other travel documents,
provided that Gulfstream complies with the procedures set forth in Exhibit B hereto. As
compensation for such reservation services and the sales accounting function provided in connection
with Gulfstream’s utilization of Continental’s ticket stock, Gulfstream shall pay to Continental an
amount equal to $[*] per coupon (or electronic coupon equivalent) utilized on a flight operating as
a Shared Code Segment, with such amount to be modified from time to time,



4









 







upon satisfactory evidence by Continental, so that such amount is not less than Continental’s fully
allocated cost of providing such services.



     12. Terms and Conditions. Incorporated by reference herein and made a part hereof are
the “General Terms and Conditions” set forth in Exhibit C hereto.



REMAINDER OF PAGE INTENTIONALLY LEFT BLANK




5









 








     IN WITNESS WHEREOF, the parties hereto, being duly authorized, have caused this Agreement to
be executed as of the date written below.



	 	 	 	 	 
	CONTINENTAL AIRLINES, INC.

 	 
	By:  	/s/ Jeff Misner
 	 	 	 
	 	Name:  	Jeff Misner 	 	 
	 	Title:  	Vice President 	 	 



	 	 	 	 	 
	GULFSTREAM INTERNATIONAL AIRLINES, INC.

 	 	 
	By:  	/s/ Thomas L. Cooper
 	 	 
	 	Name:  	Thomas L. Cooper 	 	 
	 	Title:  	President and Chief Executive Officer 	 	 
	 



Signature Page to Amended and Restated Alliance Agreement




 









 








Exhibit A

To

Amended and Restated Alliance Agreement

Between

Continental and Gulfstream




Shared Code Segments




CO* FLIGHTS



CO* Flights shall be any flight operated by Gulfstream as of the date of this Agreement and any
additional flights operated by Gulfstream selected by Continental.





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Exhibit B

To

Amended and Restated Alliance Agreement

Between

Continental and Gulfstream




Ticket Handling.





     1. Passenger Ticket Stock and Accounting Procedures. Continental will provide
Gulfstream with Continental passenger ticket stock in accordance with the following procedures:




     A. Continental will supply Gulfstream with adequate supplies of all necessary passenger
ticket forms, bag tags, boarding passes, validator plates and other documents and materials
necessary to enable Gulfstream to operate in a manner consistent with Continental
procedures, upon request to the office designated by Continental from time to time. A
receipt for all ticket forms delivered to Gulfstream shall be signed by an appropriate
representative of Gulfstream, and Gulfstream shall comply with Continental’s procedures with
respect to the control of, safeguarding of and accounting for ticket stock and validator
plates. All tickets and other documents and materials supplied by Continental for use in
connection with this Agreement shall be and remain the property of Continental and shall be
held in trust for Continental by Gulfstream and issued or otherwise utilized only as
provided in this Agreement.




     B. Gulfstream shall be responsible for the safe and secure custody and care of all
tickets and other documents and materials furnished by Continental. The tickets and other
documents of Continental shall be secured in a manner satisfactory to Continental and
consistent with any applicable IATA standards and specifications. Such tickets and documents
and all records relating to them and to the sale of transportation on Continental shall at
all times be made available for inspection by Continental or its designated representative.




     C. All tickets shall be issued by Gulfstream in accordance with the currently effective
tariffs and contract of carriage applicable to the transportation being purchased and
applicable trade manuals, all in accordance with appropriate instructions which may be
issued from time to time by Continental.




     D. All tickets shall be issued by Gulfstream in numerical sequence and all must be
accounted for at each reporting period. All auditor’s coupons for tickets issued by
Gulfstream and all coupons of voided tickets shall be sent to the office or offices
designated by Continental from time to time on the work day following issuance.




     E. All checks accepted for the sale of tickets on Continental ticket stock shall be
payable to Continental and acceptance of checks shall conform to Continental’s acceptance
procedures. Any losses resulting from returned checks where Gulfstream has failed to follow
Continental’s acceptance procedures, will be charged to Gulfstream after Continental
exhausts reasonable efforts to collect.



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     F. All tickets issued for payment other than cash or check shall be supported by such
documents as shall be specified by Continental.




     G. Gulfstream shall assume full liability for and agrees to defend, indemnify and hold
Continental harmless from and against any and all claims, demands, liability, expenses,
losses, costs or damages whatsoever in any manner arising out of or attributed to
Gulfstream’s possession, issuance, loss, misapplication, theft, or forgery of tickets, other
travel documents, or supplies furnished by Continental to Gulfstream including but not
limited to lost ticket forms, bag tags, boarding passes or other documents and errors in
ticket issuance. In the event Gulfstream loses or has stolen any ticket, fails to return
tickets or other documents to Continental upon demand, fails to remit pursuant to this
Agreement the monies to which Continental is entitled from the sale of any such ticket or
document, or fails to account properly for any such tickets or document, Gulfstream shall be
liable to Continental for the agreed value of any such ticket or document, which is agreed
to be the actual damages or loss sustained by Continental from usage of any such ticket or
document, as measured by the then current, non-discounted retail price of the transportation
or other service obtained with the ticket or document or, if such value cannot be
determined, $2,000.00 U.S. per ticket.




     H. Gulfstream may accept all credit cards honored by Continental and is appointed
Continental’s agent for such purpose, provided:




     (i) Gulfstream observes the floor limits for each credit card set by the issuer
of the credit card (“Card Issuer”) as amended by the Card Issuer from time to time;




     (ii) Gulfstream accepts each credit card within the terms of the contracts
between Continental and Card Issuer;




     (iii) Gulfstream complies with Part 374 of DOT’s Economic Regulations;




     (iv) Gulfstream does not accept blacklisted cards;




     (v) Gulfstream shall reimburse Continental for any losses incurred by
Continental as a result of Gulfstream’s failure to observe the terms of this section
or of the contracts between Continental and the Card Issuer;




     (vi) Gulfstream complies with all of Continental’s procedures; and




     (vii) Gulfstream shall reimburse Continental for all charge backs, returns and
other direct charges attributable to or arising from Gulfstream’s acceptance of
credit cards, unless either (i) Continental has realized an offsetting credit
(including through the return and cancellation of a previously issued ticket) or
(ii) such charge back, return or other charge resulted from the gross negligence,
recklessness, or willful misconduct of Continental.



ii









 






     I. Gulfstream shall reimburse Continental for any credit card fees, commissions,
discounts, etc., paid by Continental or deducted from payments made to Continental with
respect to sales of tickets for travel on Gulfstream, and for any bad debt expense realized
by Continental with respect to tickets sold by Gulfstream.




     J. Gulfstream shall prepare and furnish to Continental all written reports, accounts,
and documentation with regard to ticket handling that Continental may require daily or at
such lesser frequency as Continental may prescribe, at its sole discretion, from time to
time during the life of this Agreement. Gulfstream will comply with all reasonable
procedures specified by Continental with regard to ticket handling.




Within two business days after the termination of this Agreement for any reason, Gulfstream
will return to Continental all passenger ticket forms, bag tags, boarding passes and other
documents provided to Gulfstream by Continental pursuant to this Agreement.



     2. Deposits. Gulfstream shall deposit all funds, both cash and checks, realized from
the sale of tickets on Continental ticket stock by it in Continental accounts maintained at
depositories from time to time designated by Continental on or before the first banking day
following receipt of such funds.



     3. Ticket Acceptance. For the term of this Agreement, Continental hereby authorizes
Gulfstream to accept flight coupons written for CO* Flights in accordance with any applicable
restrictions. Gulfstream shall not endorse or refund any such coupons without Continental’s written
consent, except in accordance with Continental’s contract of carriage.



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Exhibit C

To

Alliance Agreement

Between

Continental and Gulfstream




General Terms and Conditions




     1. Code Sharing Licenses.




     (a) CO* License.




     (i) Grant of License. Subject to the terms and conditions of this
Agreement, Continental hereby grants to Gulfstream a nonexclusive, nontransferable,
revocable license to use the CO* designator code on all of its flights operated as a
Shared Code Segments. (Gulfstream flights flown using the CO* code are hereinafter
referred to as “CO* Flights”).




     (ii) Control of CO* Flights. Gulfstream shall have sole responsibility for and
control over, and Continental shall have no responsibility for, control over or
obligations or duties with respect to, each and every aspect of Gulfstream’s
operations including, without limitation, scheduling (except as provided in Sections
2 and 11 of this Exhibit C), pricing (except as provided in Section 3 of the
Alliance Agreement), planning of flight itineraries and routings, reservations,
reservations control/yield management, dispatch, fueling, weight and balance, flight
release, maintenance, and flight operations and compliance with applicable rules and
regulations.




     (b) 3M* License. [Not Applicable]



     2. Confidential Information. Neither Gulfstream nor Continental shall disclose to the
other carrier or be required to disclose by the other carrier any information relating to its
scheduling (except as provided in Sections 2 and 11 of this Exhibit C), pricing, inventory control
or flight profitability. Neither Gulfstream nor Continental shall disclose the terms of this
Agreement or any proprietary information with respect to the other obtained as a result of this
Agreement, either during the term hereof or thereafter except as may be required by law or by any
order of a court or administrative agency, and then on ten days’ notice to the other. The parties
hereto recognize that, in the course of the performance of each of the provisions hereof, each
carrier may be given and may have access to confidential and proprietary information of the other
carrier, including proposed schedule and fare changes, statistical data regarding loads and fares,
sales and promotional programs and other operating and competitive information (“Confidential
Information”). Each carrier shall preserve, and shall ensure that each of its officers, agents,
consultants and employees who receive Confidential Information preserve, the confidentiality of the
other carrier’s Confidential Information.



     3. Quality of Service. Each carrier shall perform its service with respect to its
flights operated under the designator code of the other carrier in a timely, expert and quality
manner. Without limitation, each carrier shall maintain its aircraft in an airworthy, clean,
attractive and



i









 







comfortable condition and strive to maintain a completion factor of at least 98% (without
considering delays caused by air traffic control or weather). Each carrier agrees that, in
conducting flight operations under the designator of the other carrier, it will employ prudent
safety and loss prevention policies in accordance with applicable laws, rules and regulations.



     4. Audit.




     (a) Continental Audit. Continental shall have the right, at its own cost, to
inspect, review, and observe Gulfstream’s operations of CO* Flights, and/or to conduct a
full safety and/or service audit of Gulfstream’s operations, manuals and procedures
reasonably related to CO* Flights, at such intervals as Continental shall reasonably
request. In the exercise of such right, Continental does not undertake any responsibility
for the performance of Gulfstream’s operations. Continental shall coordinate its safety and
service audits with Gulfstream so as to avoid disruptions of Gulfstream’s operations. Any
safety audit may include, without limitation, maintenance and operation procedures, crew
planning, reservations, passenger and baggage handling, customer service, personnel records,
spare parts, inventory records, training records and manuals, flight, flight training and
operational personnel records. This paragraph shall not entitle Continental access to
Gulfstream’s records, documents or systems relating to its pricing, inventory control or
flight profitability.




     (b) Gulfstream Audit. [Not Applicable]



     5. Public Relations. In the event of any irregularity in Shared Code Segments’
operations, including, without limitation, any event causing damage to persons or property, the
operating carrier shall identify itself as being operated independently of the carrier whose code
is being used, and as being solely responsible for its operations. Either carrier may state that it
holds a code sharing license from the other carrier and that it obtains certain services from the
other carrier if third parties inquire as to such relationship.



     6. Irregularities in Operations. Gulfstream shall promptly notify Continental of all
irregularities involving a CO* Flight which result in any damage to persons or property as soon as
such information is available and shall furnish to Continental as much detail as practicable. For
purposes of this Section, notification shall be made as follows:




			
	     To Continental:	 	Continental Airlines System Operations Control Center (SOCC),
 1600 Smith, Houston, Texas 77002,

Attention: Operations Director, 
phone no. (713) 324-7209, 
fax no. (713) 324-2138, 
SITA FCFDDCO.





     7. Reporting Obligation.




     (a) Chances of Service. Each carrier shall give the other carrier 60 days
advance notice (or notice as far in advance as possible if 60 days is impracticable) of any
intended (i) changes to its operating specifications, or (ii) material changes to the manner
of conducting its business or the nature of its product. In the event any such change
materially affects the value or risk to the other carrier of this Code Sharing Agreement in



ii









 







the other carrier’s reasonable judgment, the other carrier shall be entitled to
terminate this agreement if the change is implemented.




     (b) Correspondence from Government Authorities.




     (i) Gulfstream shall immediately provide Continental copies of any
correspondence received from any government authority which, with respect to CO*
Flights, references (i) any alleged noncompliance with rules or regulations
affecting air transportation, or (ii) any investigation of Gulfstream performed or
proposed by any government authority, including, without limitation, any
communication issued by a government authority concerning the airworthiness of
Gulfstream’s aircraft, the compliance of Gulfstream’s personnel with required
operational or training procedures or any other matter relating to the safe
operation of Gulfstream aircraft.




     (ii) Continental shall immediately provide Gulfstream copies of any
correspondence received from any government authority which, with respect to CO*
Flights, references (i) any alleged noncompliance with rules or regulations
affecting air transportation, or (ii) any investigation of Continental performed or
proposed by any government authority, including, without limitation, any
communication issued by a government authority concerning the airworthiness of
Continental’s aircraft, the compliance of Continental’s personnel with required
operational or training procedures or any other matter relating to the safe
operation of Continental aircraft.




     (c) Notice of Complaints. Gulfstream shall monthly furnish Continental a
summary of complaints, notices of violation, requests to cease activity or similar
correspondence which reasonably relate to CO* Flights and which are received by Gulfstream
from passengers, any government authority or other parties. Continental shall monthly
furnish Gulfstream a summary of complaints, notices of violation, request to cease activity
or similar correspondence which reasonably relate to CO* Flights and which are received by
Continental from passengers, any government authority or other parties. Each carrier shall
comply with the other carrier’s reasonable requests for actual copies of any such documents.




     (d) Operations. Continental and Gulfstream shall provide each other with
monthly reports containing the following data for Shared Code Segments operated by it:




     (i) the total number of scheduled, actual and canceled departures for the
month, by flight and city pair;




     (ii) the load factor and the total number of revenue passengers and
(separately) non-revenue passengers boarded, by flight number and city pair and
separated by passengers connecting on Through Flights and passengers carried
locally; and




     (iii) completion and on-time performance data, by system and market.



iii









 





     8. Flight Display.




     (a) All Shared Code Segments will be included in the schedule, availability and fare
displays of all computerized reservations systems in which Continental and Gulfstream
participate, the Official Airline Guide (to the extent agreed upon) and Continental’s and
Gulfstream’s internal reservation systems, under the shared code as well as the operator’s
own code, to the extent possible. Continental and Gulfstream will take the appropriate
measures necessary to ensure the display of the schedules of all Shared Code Segments in
accordance with the preceding sentence.




     (b) Continental and Gulfstream will disclose and identify the Shared Code Segments to
the public as actually being a flight of and operated by the operating carrier in at least
the following ways:




     (i) a symbol will be used in timetables and computer reservation system
indicating that Shared Code Segments are actually operated by the other carrier;




     (ii) to the extent reasonable, messages on airport flight information displays
will identify the operator of flights shown as Shared Code Segments;




     (iii) Continental and Gulfstream advertising concerning Shared Code Segments
and Continental and Gulfstream reservationists will disclose the operator of each
flight; and




     (iv) in any other manner prescribed by law.



     9. Terms and Conditions of Carriage and Claims Procedures.




     (a) In all cases the contract of carriage between a passenger and a carrier will be
that of the carrier whose code is designated on the ticket. Continental and Gulfstream shall
each cooperate with the other carrier in the exchange of information necessary to conform
each carrier’s contract of carriage to reflect service offered by the other carrier. Nothing
in this subsection shall require either carrier to adopt the practices or implement the
services of the other carrier.




     (b) The carriers will use existing IATA procedures when handling and settling claims
made by customers in connection with Shared Code Segments.



     10. Irregularity Handling.




     (a) In the event of flight delays, cancellations or other schedule irregularities that
affect Shared Code Segments, the operating carrier will inform the carrier whose designator
is also used of all pertinent information concerning an irregularity for customer
information purposes.




     (b) The parties agree that they will cooperate in all available ways to accommodate
passengers experiencing flight irregularities (including, but not limited to, schedule
changes, flight cancellations, delayed flights, flight interruptions and delayed,



iv









 







damaged, pilfered or lost baggage) and that neither will forbear from providing such
assistance because the other may have been responsible for the flight irregularity. In the
event of a flight irregularity, the carrier causing or experiencing the irregularity shall
bear all related costs (including costs of the other carrier) associated with accommodating
the passengers who have been affected by such flight irregularity. The carriers will review
existing procedures for handling flight irregularities and accommodating interline
passengers with respect thereto and handling over sales situations to determine their
adequacy for the purposes of this Agreement and will make such mutually agreed to
adjustments in existing procedures as they find necessary or appropriate to provide
coordinated irregularity handling. In the absence of such agreement, the written policies
and procedures of the carrier whose designator code is indicated on the ticket will be
followed.




     (c) The carriers will allocate a value to travel certificates used to accommodate
passengers inconvenienced as a result of flight irregularities. Such allocation will take
into account breakage and the cost of administering the travel certificate program.



     11. Airport Operational Assistance. Each carrier intends to develop a seamless
transfer for passengers connecting from a Continental to a Gulfstream flight segment (or vice
versa). In connection therewith, Continental and Gulfstream will cooperate to coordinate and
maintain their schedules to minimize the waiting time and to maximize convenience of passengers who
are connecting from a Continental to an Gulfstream flight segment (or vice versa). Each carrier
will provide the other with the airport operational assistance that is required to assure schedule
compatibility for Through Flights where applicable.



     12. Tariff Filing. Each carrier will file the tariffs and fares for flights operated
on Shared Code Segments that utilize its designator code (CO or CO* in the case of Continental and
3M in the case of Gulfstream).



     13. Transportation Taxes. Each carrier shall be responsible for collecting and paying
any taxes or fees assessed by any governmental authority or airport on the transportation of
passengers or property for transportation utilizing its travel documents. If a carrier other than
the ticketing carrier is responsible for paying such taxes or fees, the carriers will develop a
system whereby the carrier that collects the tax or fee will remit the same to the carrier that is
obligated to pay the tax or fee or arrange for the carrier that collects the tax or fee to pay the
same on behalf of the carrier responsible for paying the same.



     14. Booking Fees. The carrier operating over any segment of a Shared Code Segment will
be responsible for any booking fee relating to such segment charges by the vendor of a computer
reservation system used to create a booking on that flight. If the booking fee relating to such
segment is billed to the carrier whose designator code is also used for that flight, the operating
carrier will reimburse the carrier whose designator code is also used for that flight.



     15. Flight Coupon Handling.




     (a) Continental Authorization. Continental hereby authorizes Gulfstream to
handle Continental flight coupons specifying Continental through flight numbers under



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this Agreement in the same way as if these coupons were specifying Gulfstream flights.
Continental shall confirm this authorization immediately to third parties if Gulfstream so
requires.




     (b) Gulfstream Authorization. Gulfstream hereby authorizes Continental to
handle Gulfstream flight coupons specifying Gulfstream through flight numbers under this
Agreement in the same way as if these coupons were specifying Continental flights.
Gulfstream shall confirm this authorization immediately to third parties if Continental so
requires.



     16. Compliance with Laws and Regulations. Continental and Gulfstream each represent,
warrant, and agree that performance of its respective obligations under this Agreement shall be
conducted and all of its personnel shall at all times meet, be in full compliance with and have all
required licenses under any and all applicable laws, statutes, orders, rules and regulations of any
country or territory with jurisdiction over the Shared Code Segments, including without limitation,
those laws, statutes, orders, rules and regulations promulgated by the United States of America.
Each carrier shall be responsible, at its own cost, for obtaining any regulatory authorizations
necessary to operate its flights or utilize its designator code on the Shared Code Segments;
provided that, the other carrier shall render such assistance as is reasonably requested in order
to obtain such regulatory authorizations.



     17. Independent Parties.




     (a) Independent Contractors. It is expressly recognized and agreed that each
carrier, in its performance and otherwise under this Agreement, is and shall be engaged and
acting as an independent contractor and in its own independent and separate business; that
each carrier shall retain complete and exclusive control over its staff and operations and
the conduct of its business; and that each carrier shall bear and pay all expenses, costs,
risks and responsibilities incurred by it in connection with its obligations under this
Agreement. Neither Continental nor Gulfstream nor any officer, employee, representative, or
agent of Continental or Gulfstream shall in any manner, directly or indirectly, expressly or
by implication, be deemed to be, or make any representation or take any action which may
give rise to the existence of, any employment, agent, partnership, of other like
relationship as between Continental and Gulfstream but each carrier’s relationship as
respects the other carrier in connection with this Agreement is and shall remain that of an
independent contractor.




     (b) Status of Employees. The employees, agents and/or independent contractors
of Gulfstream shall be employees, agents, and independent contractors of Gulfstream for all
purposes, and under no circumstances shall be deemed to be employees, agents or independent
contractors of Continental. The employees, agents and independent contractors of Continental
shall be employees, agents and independent contractors of Continental for all purposes, and
under no circumstances shall be deemed to be employees, agents or independent contractors of
Gulfstream. In its performance under this Agreement, each carrier shall act as an
independent contractor and not as an agent for the other. Continental shall have no
supervisory power or control over any employees, agents or independent contractors employed
by Gulfstream, and Gulfstream



vi









 







shall have no supervisory power or control over any employees, agents and independent
contractors employed by Continental.




     (c) Liability For Employee Costs. Each carrier, with respect to its own
employees (hired directly or through a third party), accepts full and exclusive liability
for the payment of worker’s compensation and/or employer’s liability (including insurance
premiums where required by law) and for the payment of all taxes, contributions or other
payments for unemployment compensation, vacations, or old age benefits, pensions and all
other benefits now or hereafter imposed upon employers with respect to its employees by any
government or agency thereof or any other party (whether measured by the wages, salaries,
compensation or other remuneration paid to such employees or otherwise) and each carrier
further agrees to make such payments and to make and file all reports and returns, and to do
everything necessary to comply with the laws imposing such taxes, contributions or other
payments.



     18. Indemnification and Insurance.




     (a) Indemnification.




     (i) Gulfstream hereby assumes liability for, and shall indemnify, defend,
protect, save and hold harmless Continental, its officers, agents, and employees
from and against any and all liabilities, claims, judgements, damages, and losses,
including all costs, fees, and expenses incidental thereto, of every type and nature
whatsoever, including without limitation those involving (i) death of or injury to
any person including, but not limited to, Gulfstream’s officers, employees and
agents, (ii) loss of, damage to, or destruction of any property whatsoever,
including any loss of use thereof, and (iii) trademark, service mark or trade name
infringement, provided that such liabilities, claims, judgements, damages or losses
are caused by or arise out of (or are alleged to be caused by or arise out of) any
alleged acts or omissions of Gulfstream or its officers, employees, or agents which
are in any way related to the services contemplated by this Agreement. Continental
shall give Gulfstream prompt notice of any claim made or suit instituted against
Continental which, if successful, would result in indemnification of Continental
hereunder, and Continental shall have the right to compromise or participate in the
defense of same to the extent of its own interest.




     (ii) Continental hereby assumes liability for, and shall indemnify, defend,
protect, save and hold harmless Gulfstream, its officers, agents, and employees from
and against any and all liabilities, claims, judgements, damages, and losses,
including all costs, fees, and expenses incidental thereto, of every type and nature
whatsoever, including without limitation those involving (i) death of or injury to
any person including, but not limited to, Continental’s officers, employees and
agents, (ii) loss of, damage to, or destruction of any property whatsoever,
including any loss of use thereof, and (iii) trademark, service mark or trade name
infringement, provided that such liabilities, claims, judgements, damages or losses
are caused by or arise out of (or are alleged to be caused by or arise out of) any
alleged acts or omissions of Continental or its officers, employees, or agents which
are in any way related to the services contemplated



vii









 







by this Agreement. Gulfstream shall give Continental prompt notice of any claim
made or suit instituted against Gulfstream which, if successful, would result in
indemnification hereunder, and Gulfstream shall have the right to compromise or
participate in the defense of same to the extent of its own interest.




     (b) Insurance Coverage.




     (i) Each carrier shall, at all times during the term of this Agreement,
maintain in full force and effect policies of insurance as follows:




     A. Comprehensive Airline Liability Insurance, including Aircraft Third
Party, Passenger, including Passengers’ Baggage and Personal Effects, Cargo
and Mail Legal Liability for a Combined Single Limit (CSL) of not less than
$200 million per occurrence per Aircraft. In respect of Personal Injury (per
clause AVN 60 or its equivalent) the maximum limit is $25 million per
offense and in the aggregate.




     B. Workmen’s Compensation -




	 	 	 
	Insurance	 	Per Accident
	 	 	 
	(Company Employee)
	 	Statutory
	 	 	 







     C. Employers’ Liability ($1,000,000 combined single limit)




     (ii) Subject to Section 1 8(b)(i) above, the operating carrier shall cause the
policies of insurance described in such Section I 8(b)(i) with respect to flights
operated as Shared Code Segments by it to be duly and properly endorsed by that
carrier’s insurance underwriters as follows:




     A. to provide that the underwriters shall waive any and all subrogation
rights against the other carrier, its directors, officers, agents, employees
and other authorized representatives, except for gross negligence or willful
misconduct; and




     B. to provide that the other carrier, its directors, officers, agents,
employees and other authorized representatives shall be endorsed as
additional insured parties thereunder, except for gross negligence or
willful misconduct of any of the additional insureds; and




     C. to provide that said insurance shall be primary to and without right
of contribution from any other insurance which may be available to the
additional insureds; and




     D. to include a breach of warranty provision in favor of the additional
insureds; and



viii









 






     E. to accept and insure the operating carrier’s hold harmless and
indemnity undertaking under Section 18(a) hereof, but only to the extent of
the coverage afforded by the policy or policies; and




     F. to provide that said policy or policies or any part or parts thereof
shall not be canceled, terminated or materially altered, changed or amended
until 30 days (but seven days or such lesser period as may be available in
respect of war and allied periods) after written notice thereof shall have
been sent to the other carrier.




     (iii) Simultaneously with the commencement of this Agreement, and from time to
time thereafter upon request by either party, the other party shall furnish to the
requesting party evidence reasonably satisfactory to the requesting party of the
aforesaid insurance coverage and endorsements, including certificates certifying
that the aforesaid insurance and endorsements are in full force and effect.
Initially, this evidence shall be a certificate of insurance required hereunder.




     (iv) In the event either party fails to maintain in full force and effect any
of the insurance and endorsements required in terms of these sections, the other
party shall have the right (but not the obligation) to procure and maintain such
insurance or any part thereof. The cost of such insurance shall be payable by the
first party to the other party upon demand by the other party. The procurement of
such insurance or any part thereof by the other party shall not discharge or excuse
the first party’s obligation to comply with the provisions of Sections 18(b)(i) and
18(b)(ii).




     (c) Survival of Rights and Obligations. The rights and obligations of Section
18(a) shall survive the expiration or termination of this Agreement.



     19. Term and Termination.




     (a) Term. The term of this Agreement shall be as set forth in Section 6 of the
Alliance Agreement, unless earlier terminated as provided herein.




     (b) Termination as a Result of Changes of Law. In the event there is any change
in treaties, statutes or regulations of air transportation that materially affects the
rights and/or obligations presently in force with respect to the air transportation services
of Continental or Gulfstream or both, relating to CO* or 3M* Flights, then the carriers will
consult, within 30 days after any of the occurrences described herein, in order to determine
or seek mutual agreement as to what, if any changes to this Agreement are necessary or
appropriate, including but not limited to the early termination and cancellation of this
Agreement.




     (c) Other Termination Rights. In addition to any other provisions of this
Agreement, this Agreement may be terminated, without liability, as follows:



ix









 






     (i) By either carrier on 60 days’ prior written notice, if the other carrier
has breached any material provision of this Agreement unless such other carrier
cures such breach within such 60 day period;




     (ii) By either carrier immediately on notice, if the other carrier shall be
dissolved or shall fail to maintain its corporate existence, or shall have its
authority to operate as a scheduled airline suspended or revoked, either in whole or
with respect to the CO* Flights, or shall cease operations as a scheduled airline.




     (iv) By either carrier immediately on notice if the other carrier shall be
cited by any government authority for any significant noncompliance with a material
law, rule or regulation with respect to the marketing or operation of a CO* Flight;




     (v) By either carrier if a petition is filed by or against the other carrier
under bankruptcy law, or any other law providing for the relief of debtors, and the
affected party does not succeed in having such petition lifted or stayed within
sixty days from the date of entry; the carrier at its option may cancel this
Agreement immediately and exercise such other remedies as may be available at law
and/or in equity;




     (vi) By either carrier immediately on notice if the other carrier fails to
maintain the insurance coverage that is required to be maintained pursuant to
section 18 hereof.




     (vii) By Continental immediately on notice if




     A. Gulfstream shall fail to maintain any of its aircraft in an
airworthy condition and fails to conduct its flight operations in accordance
with the standards, rules and regulations promulgated by any government
authority; or




     B. Unless agreed otherwise by the carriers, Gulfstream shall have a
completion factor of less than 95% during any 21 day period or 50% during
any three day period with respect to CO* Flights (including in such
calculations all flights canceled less than one week prior to the date of
its scheduled operation and excluding flights not completed due to weather
or ATC);




     C. [Deleted.]




     (viii) By Gulfstream immediately on notice if




     A. Continental shall fail to maintain any of its aircraft in an
airworthy condition and fails to conduct its flight operations in accordance
with the standards, rules and regulations promulgated by any government
authority.



x









 





     20. Financial Covenants. Gulfstream covenants and agrees that during the term of this
Agreement:




     (a) Financial Statements and Reports. Gulfstream shall furnish to Continental
(i) as soon as practicable and in any event within ninety (90) days after the end of each
fiscal year of Gulfstream an audited balance sheet of Gulfstream as of the close of such
fiscal year, an audited statement of earnings and retained earnings of Gulfstream as of the
close of such fiscal year and an audited statement of cash flows for Gulfstream for such
fiscal year, prepared in accordance with generally accepted accounting principles
consistently applied and accompanied by an unqualified audit report prepared by an
independent certified public accountant acceptable to Continental showing the financial
condition of Gulfstream at the close of such year and the results of its operations during
such year and accompanied by a certificate of the President of Gulfstream, stating that to
the best of the knowledge of such officer, Gulfstream has kept, observed, performed and
fulfilled each covenant, term and condition of this Agreement during the preceding fiscal
year, (ii) within twenty (20) days of the end of each calendar month, a status report
indicating the financial performance of Gulfstream during such month and the financial
position of Gulfstream as of the end of such month, (iii) within forty-five (45) days of the
end of each quarter, a balance sheet of Gulfstream as of the close of such quarter and a
statement of earnings and retained earnings of Gulfstream as of the close of such quarter,
all in reasonable detail, and prepared substantially in accordance with generally accepted
accounting principals consistently applied (except for the absence of footnotes and subject
to year-end adjustments), and (iv) with reasonable promptness, such other financial data as
Continental may reasonable request.




     (b) Maintenance of Books and Records; Inspection. Gulfstream shall maintain its
books, accounts and records in accordance with generally accepted accounting principles
consistently applied, and permit Gulfstream, its officers and employees and any
professionals designated by Continental in writing, at Continental’s expense, to visit and
inspect any of its properties, corporate books and financial records, and to discuss its
accounts, affairs and finances with Gulfstream or the principal officers of Gulfstream
during reasonable business hours, all at such times as Continental may reasonably request;
provided that no such inspection shall materially interfere with the conduct of Gulfstream’s
business.




     (c) Taxes and Assessments. Gulfstream shall (i) file all tax returns and
appropriate schedules thereto that are required to be filed under applicable law, prior to
the date of delinquency, (ii) pay and discharge all taxes, assessments and governmental
charges or levies imposed upon Gulfstream upon its income and profits or upon any properties
belonging to it, prior to the date on which penalties attach thereto, and (iii) pay all
taxes, assessments and governmental charges or levies that, if unpaid, might become a lien
or charge upon any of its properties; provided, however, that Gulfstream in good faith may
contest any such tax, assessment, governmental charge or levy described in the foregoing
clauses (ii) and (iii) so long as appropriate reserves are maintained with respect thereto.



xi









 






     (d) Notice of Default. Gulfstream shall give written notice to Continental of
the occurrence of any breach under this Agreement promptly upon the occurrence thereof.




     (e) Notice of Litigation. Gulfstream shall give notice, in writing, to
Continental of (i) any actions, suits or proceedings wherein the amount at issue is in
excess of One Hundred Thousand No/100ths Dollars ($100,000.00) instituted by any persons
whomsoever against Gulfstream or affecting any of the assets of Gulfstream, and (ii) any
dispute, not resolved within sixty (60) days of the commencement thereof, between Gulfstream
on the one hand and any governmental regulatory body on the other hand, which dispute might
materially interfere with the normal operations of Gulfstream.




     (f) Guaranties; Loans: Payment of Debt. Gulfstream shall not, without
Continental’s prior express written consent, guarantee nor be liable in any manner, whether
directly or indirectly, or become contingently liable after the date of this Agreement in
connection with the obligations or indebtedness of any person or entity whatsoever, except
for the endorsement of negotiable instruments payable to Gulfstream for deposit or
collection in the ordinary course of business. Gulfstream shall not, without Continental’s
prior express written consent, which shall not be unreasonably withheld, make any loan,
advance or extension of credit to any person other than in the normal course of its
business.




     (g) Debt. Without the express prior written consent of Continental, Gulfstream
shall not create, incur, assume or suffer to exist indebtedness of any description
whatsoever, excluding:




     (i) the endorsement of negotiable instruments payable to Gulfstream for deposit
or collection in the ordinary course of business;




     (ii) debts incurred in the ordinary course of business (each of which,
individually, does not exceed $75,000); and




     (iii) the indebtedness listed on Schedule I hereto.




     (h) Debts and Obligations. Gulfstream shall pay and discharge or cause to be
paid and discharged promptly all debts and obligations of Gulfstream as they come due;
provided that Gulfstream may in good faith contest, by proper legal actions or proceedings,
the validity or amount of any such debt or obligation and, for the duration of such contest,
Gulfstream’s obligation pursuant to this paragraph (a) shall be suspended;



     21. Trademarks.




     (a) Gulfstream shall have a nonexclusive, nontransferable, revocable license to use the
Continental Service Marks (as defined below) in its marketing programs for the purpose of
promoting Shared Code Segments. All advertising programs using any Continental Service Marks
shall be subject to Continental’s prior approval. In general, Gulfstream’s use of the
Continental Service Marks shall do no more than identify the code share relationship between
Continental and Gulfstream, and advertise that schedules



xii









 







are coordinated to provide convenient connections. Any marketing program, advertising
brochures, schedules, signs or information disseminated to the public or intended to be
disseminated to the public (“Advertising Material”) shall reflect that Continental and
Gulfstream are operated separately and shall comply with any DOT policy on airline
designator code sharing. Gulfstream is specifically prohibited from using any of the
Continental Service Marks on its aircraft or other equipment, on its stationary, or
elsewhere unless Gulfstream has received prior specific authorization in writing from
Continental. Gulfstream hereby acknowledges Continental’s exclusive ownership of the
Continental Service Marks and agrees that it will not do anything that would infringe,
abridge or adversely affect, impair or reduce the value or validity of the Continental
Service Marks. In no event shall Gulfstream allow the use of any Continental Service Marks
in marketing, selling, promoting or otherwise identifying or referencing any flight which is
not a Shared Code Segment.




     (b) Continental shall have a nonexclusive, nontransferable, revocable license to use
the Gulfstream Service Marks (as defined below) in its marketing programs for the purpose of
promoting Shared Code Segments. All advertising programs using any Gulfstream Service Marks
shall be subject to Gulfstream’s prior approval. In general, Continental’s use of the
Gulfstream Service Marks shall do no more than identify the code share relationship between
Continental and Gulfstream, and advertise that schedules are coordinated to provide
convenient connections. Any Advertising Material shall reflect that Continental and
Gulfstream are operated separately and shall comply with any DOT policy on airline
designator code sharing. Continental is specifically prohibited from using any of the
Gulfstream Service Marks on its aircraft or other equipment, on its stationary, or elsewhere
unless Continental has received prior specific authorization in writing from Gulfstream.
Continental hereby acknowledges Gulfstream’s exclusive ownership of the Gulfstream Service
Marks and agrees that it will not do anything that would infringe, abridge or adversely
affect, impair or reduce the value or validity of the Gulfstream Service Marks. In no event
shall Continental allow the use of any Gulfstream Service Marks in marketing, selling,
promoting or otherwise identifying or referencing any flight which is not a Shared Code
Segment.




     (c) As used herein the term “Service Marks” shall include, without limitation: (i) with
respect to Continental: “Continental”, the “CO” and “CO*” designator codes, BusinessFirst
and “OnePass”, and (ii) with respect to Gulfstream: “Gulfstream International” and the “3M”
designator code.



     22. Entire Agreement, Waivers and Amendments. This Agreement constitutes the entire
understanding of the carriers with respect to the subject matter hereof superseding all prior
discussions and agreements, written or oral. This Agreement may not be amended, nor may any of its
provisions be waived, except by writing signed by both carriers. No delay on the part of either
carrier in exercising any right power or privilege hereunder shall operate as a waiver hereof, nor
shall any waiver operate as a continuing waiver of any right, power or privilege.



     23. Notices. All notices given hereunder shall be in writing delivered by hand,
certified mail, telex, or telecopy to the carriers at the following addresses:


If to Continental:




xiii









 








	 	 	 
	Continental Airlines, Inc.
	 	Telephone No.: (713) 324-2966
	1600 Smith
	 	Telecopier No.: (713) 324-3099
	Houston, Texas-USA 77002
	 	 
	Attention: Senior Vice President — Corporate Development
	 	 
	 
	 	 
	With copy to:
	 	 
	 
	 	 
	Continental Airlines, Inc.
	 	Telephone No.: (713) 324-2948
	1600 Smith
	 	Telecopier No.: (713) 324-2687
	Houston, Texas-USA 77002
	 	 
	Attention: Executive Vice President
and General Counsel
	 	 
	 
	 	 
	If to Gulfstream:
	 	 
	 
	 	 
	Thomas Cooper
	 	Telephone No.: (954) 266-3000
	President & Chief Executive Officer
	 	Telecopier No.: (954) 266-3030
	1815 Griffith Road, Suite 400
	 	 
	Dania, Florida 33004
	 	 








xiv









 








REVENUE SETTLEMENT AGREEMENT

between

CONTINENTAL AIRLINES (CO — 005)

and

GULFSTREAM INTERNATIONAL AIRLINES (3M — 449)



Effective with the date specified in Paragraph B below, Continental Airlines, hereinafter referred
to as CO, and Gulfstream International Airlines, hereinafter referred to as 3M, agree to the
following bilateral revenue settlement agreement:




A. APPLICATION





	 	1.	 	This Agreement supersedes all previous bilateral revenue settlement (prorate)
agreements between CO and 3M for routings specified in Paragraph C.1 below.
	 
	 	2.	 	The terms of this Agreement are valid when 3M accepts for transportation over its lines
bearing the CO flight designator, documents and fares issued by CO, as specified in
Attachments A and B hereto.
	 
	 	3.	 	A third carrier may be permitted on the routing, provided tickets are issued by CO.





B. VALIDITY





	 	1.	 	The terms of this Agreement shall become effective for tickets issued on or after 01
April 1997. Written or telegraphic notice of termination or re-negotiation may be given by
either party thirty (30) days in advance. For tickets issued prior to such termination
date, the terms of this Agreement shall apply.





C. APPLICABLE ROUTINGS





	 	1.	 	This Agreement applies for tickets issued for transportation via the services of CO
(including CO Express) connecting to code share flights operated by 3M bearing the CO code
between any two of the following locations:
	 
	 	 	 	MCO/FLL/MIA/TPA/EYW/FPO/NAS/GNV/TLH/MHH/ELH/TCB/JAX/PBI





D. FARES





	 	1.	 	This Agreement shall not apply to fares which are constructed using a combination of
local fares.
	 
	 	2.	 	Through fares will be filed and maintained by CO.




 









 











RSA CO/3M — Page 2




E. PRORATION DETAILS





	 	1.	 	CO documents/fares accepted by 3M shall be settled as specified in Attachment A.
	 
	 	2.	 	In the event lifted, CO documents/fares understood not to be accepted by 3M shall be
settled as specified in Attachment B.
	 
	 	3.	 	The standard Interline Service Charge shall apply.





F. DISCOUNTS





	 	1.	 	Children and Infant discounts shall apply. The 3M prorate will be reduced by the same
percent of discount used to arrive at the following fares: Children fares, Compassion
fares, and Senior Citizen fares. Infants not occupying a seat shall be free on 3M sectors.




This agreement is made in duplicate, one copy of each to be filed at the below signatories office.




	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	For and on Behalf of	 	 	 	For and on Behalf of	 	 
	CONTINENTAL AIRLINES	 	 	 	GULF STREAM INTERNATIONAL AIRLINES	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Name:

	 	/s/ James E. Compton
 

James E. Compton
	 	 	 	Name:
	 	/s/ Thomas L. Cooper
 

	 	 
	Title:

	 	Staff Vice President — Pricing
	 	 	 	Title:
	 	President & C.E.O.	 	 
	Date:

	 	January 9, 1997
	 	 	 	Date:
	 	January 9, 1997	 	 







 









 








			
	Attachment A
	 	CO/3M Revenue Settlement Agreement






Proration Details — CO Documents and Fares Accepted by 3M




	 	 	 	 	 
	CO	 	 	 	 
	Document	 	Description	 	Settlement
	 

	 	Domestic USA & USA to/from Bahamas Published Fares
	 	[*]
	 
	 	 	 	 
	 

	 	Domestic USA “Private” Published
Compassion Fares
	 	[*]
	 
	 	 	 	 
	 

	 	USA to/from Canada & Bahamas to/from Canada Published Fares
	 	[*]
	 
	 	 	 	 
	 

	 	USA to/from Canada “Private” Published Compassion Fares	 	[*]
	 
	 	 	 	 
	 

	 	Domestic USA, USA-Canada Point to
Point “Visit North America” Fares
	 	[*]
	 
	 	 	 	 
	 

	 	International Published Fares (including Round the World Fares):
	 	[*]
	 

	 	     First Class/Business Class	 	 
	 

	 	     Economy Class Unrestricted	 	 
	 

	 	     Economy Class Restricted	 	 
	 

	 	     Economy Class Special/Promotional	 	 
	 
	 	 	 	 
	 

	 	International Published Inclusive Tour/Group/Student
Fares
	 	[*]
	 
	 	 	 	 
	 

	 	Domestic and International Unpublished Bulk/Wholesale/Consolidator/Negotiated
Fare
tickets issued with or without a fare. Includes
Convention and Corporate fares:	 	 
	 

	 	     First Class/Business Class/Unrestricted
	 	[*]
	 

	 	     Economy Class Unrestricted	 	 
	 
	 	 	 	 
	 

	 	     Economy Class Restricted
	 	[*]
	 

	 	     Economy Class Special/Promotional	 	 
	 
	 	 	 	 
	 

	 	Promotional $ off tickets (Travel Discount Coupon)
	 	Covered by Separate Agreement






Page 1









 






			
	Attachment A
	 	CO/3M ‘Revenue Settlement Agreement






Proration Details — CO Documents and Fares Accepted by 3M




	 	 	 	 	 
	CO	 	 	 	 
	Document	 	Description	 	Settlement
	 

	 	Visit North America 3-8 Coupon Fare Program (VUSA)
	 	[*]
	 
	 	 	 	 
	 

	 	Industry/Agency Discounts (1D75/AD50)
	 	[*]
	 
	 	 	 	 
	104

	 	Freedom Trip 4 Coupon booklets
	 	[*]
	 
	 	 	 	 
	108

	 	Freedom Trip 8 Coupon booklets
	 	[*]
	 
	 	 	 	 
	029

	 	FIM/On-line Transfer Voucher
	 	[*]
	 
	 	 	 	 
	407

	 	Special Services Ticket
	 	[*]
	 
	 	 	 	 
	411

	 	Pre-Paid Ticket Advice
	 	[*]
	 
	 	 	 	 
	420

	 	Manual Ticket — 2 Coupon
	 	[*]
	 
	 	 	 	 
	440

	 	Manual Ticket — 4 Coupon
	 	[*]
	 
	 	 	 	 
	441

	 	Transitional Automated Ticket (TAT)
	 	[*]
	 
	 	 	 	 
	452

	 	Excess Baggage Ticket
	 	[*]
	 
	 	 	 	 
	490

	 	CARE $25/1000 mi Travel Discount Coupon
	 	Covered by Separate Agreement
	 
	 	 	 	 
	491

	 	CARE $50/2000 mi Travel Discount Coupon
	 	Covered by Separate Agreement
	 
	 	 	 	 
	492

	 	CARE $100/5000 mi Travel Discount Coupon
	 	Covered by Separate Agreement
	 
	 	 	 	 
	 

	 	Airscrip Certificates
	 	[*]






Page 2









 






			
	Attachment A
	 	CO/3M Revenue Settlement Agreement






Proration Details — CO Documents and Fares Not Accepted by 3M




	 	 	 	 	 
	CO	 	 	 	 
	Document	 	Description	 	Settlement
	024

	 	Non-Revenue Payroll Deduct Trip Pass

(Space Available)
	 	[*]
	 
	 	 	 	 
	044

	 	Non-Revenue Bankruptcy Trip Pass

(Space Available)
	 	[*]
	 
	 	 	 	 
	046

	 	Non-Revenue Write Your Own Trip Pass

(Space Available)
	 	[*]
	 
	 	 	 	 
	404

	 	Complimentary Ticket
	 	[*]
	 
	 	 	 	 
	471

	 	OnePass Goodwill 1 & 2 Upgrade Certificates
	 	N/A
	 
	 	 	 	 
	489

	 	Continental Flite-Check
	 	[*]
	 
	 	 	 	 
	631

	 	Freedom Passport Flight Coupons
	 	[*]
	 
	 	 	 	 
	 

	 	Promotional $0 Fare Tickets
	 	[*]
	 
	 	 	 	 
	 

	 	Zone Fares
	 	[*]







Page 3









 








December 26, 2002




GULFSTREAM INTERNATIONAL AIRLINES, INC.

1815 Griffith Road

Dania, Florida 33004

Attention: Chairman





			
	     RE:	 	Amendment One to the Amended and Restated Alliance Agreement




Gentlemen:




     As you are aware, CONTINENTAL AIRLINES, INC. (“Continental”) and GULFSTREAM INTERNATIONAL
AIRLINES, INC. (“Gulfstream”) are each party to the Amended and Restated Alliance Agreement, dated
December 30, 1999 (the “Alliance Agreement”). Continental and Gulfstream each desire to amend the
Alliance Agreement in accordance with and subject to the terms and conditions of this Letter
Agreement, as follows:



     1. Continental and Gulfstream agree to amend the Alliance Agreement, effective the date first
written above, by adding to Section 1 of the Alliance Agreement the following text:




“Continental may cease displaying its designator code during any calendar
quarter in up to [*] markets where Shared Code Segments operate upon ninety
(90) days’ prior written notice; provided that Continental may not cease
displaying its designator code in more than [*] markets during any year.”



     2. Continental and Gulfstream agree to amend the Alliance Agreement, effective the date first
written above, by deleting the definition of “Average Coupon Amount” set forth in Section 5(a)(ii)
of the Alliance Agreement and replacing it with the following text:




[*]



     3. Continental and Gulfstream agree to amend the Alliance Agreement, effective the date first
written above, by adding to Section 5 of the Alliance Agreement a new Subsection (c) containing the
following text:




““Connect Incentive” is defined as a $ [*] payment from Continental to
Gulfstream for any flown passenger itinerary issued by Continental that
involves a connection between a Continental aircraft and a Gulfstream
aircraft and results in a prorated value of greater than $ [*] to Gulfstream
as defined in the Revenue Settlement Agreement dated January 9, 1997. The
Connect Incentive will be included in the normal settlement process as
defined in Section 5 of the Alliance Agreement.”



 









 





GULFSTREAM INTERNATIONAL AIRLINES, INC.

December 26, 2002

Page 2




     4. Continental and Gulfstream agree to amend the Alliance Agreement, effective the date first
written above, by deleting the text of Section 9 of the Alliance Agreement in its entirety.



     5. Continental and Gulfstream agree to amend the Alliance Agreement, effective the date first
written above, by adding to Section 19 of Exhibit C of the Alliance Agreement a new Subsection
(C)(x) containing the following text:




“By Continental or Gulfstream, with or without cause, upon one hundred
twenty (120) days’ prior written notice.”



     6. Continental and Gulfstream acknowledge that revenue settlement under the Alliance Agreement
has not been in accordance with the terms and conditions of the Revenue Settlement Agreement, dated
January 9, 1997, between Continental and Gulfstream. Continental and Gulfstream agree that,
effective with the revenue settlement for December revenues in the month of January, revenue
settlement between Continental and Gulfstream will be performed in accordance with the terms and
conditions of such Revenue Settlement Agreement and Section 5 of the Alliance Agreement. The
parties agree that Continental will be under no obligation to advance sums or extend credit to
Gulfstream other than as provided in Section 5 of the Alliance Agreement or as otherwise agreed
specifically in writing.



     Capitalized terms not defined herein shall be defined as provided in the Alliance Agreement.
Except as specifically amended or modified hereby, the Alliance Agreement shall remain in effect as
written.



     If Gulfstream is in agreement with the above, please indicate its agreement by having an
authorized representative sign below in the space provided and return a signed copy of this Letter
Agreement to the undersigned at the address above.



	 	 	 	 	 
	 	Very truly yours,



CONTINENTAL AIRLINES, INC.

 	 
	 	By:  	/s/ David Grizzle
 	 
	 	 	David Grizzle 	 
	 	 	Senior Vice President — Corporate Development 	 
	 



	 	 	 	 	 
	AGREED: GULFSTREAM INTERNATIONAL AIRLINES, INC.

 	 	 
	By:  	/s/ Thomas L. Cooper
 	 	 
	 	Title:                    President & CEO 	 	 
	 	Date:  December 26, 2002 	 	 
	 




Page 2









 








August 8, 2003




GULFSTREAM INTERNATIONAL AIRLINES, INC.

1815 Griffith Road

Dania, Florida 33004

Attention: Chairman





			
	     RE:	 	Amendment Two to the Amended and Restated Alliance Agreement




Gentlemen:





     As you are aware, CONTINENTAL AIRLINES, INC. (“Continental”) and GULFSTREAM INTERNATIONAL
AIRLINES, INC. (“Gulfstream”) are each party to the Amended and Restated Alliance Agreement, dated
December 30, 1999 (as amended by Amendment One, the “Alliance Agreement”). Continental and
Gulfstream each desire to amend the Alliance Agreement in accordance with and subject to the terms
and conditions of this Letter Agreement, as follows:



     1. Continental and Gulfstream agree to amend the Alliance Agreement, effective the date first
written above, by deleting the following text from Section 1 of the Alliance Agreement:




“Continental may cease displaying its designator code
during any calendar quarter in up to [*] markets where
Shared Code Segments operate upon ninety (90) days’
prior written notice; provided that Continental may
not cease displaying its designator code in more than
[*] markets during any year.”




The text shall be replaced by the following:




“After August 1, 2006 Continental may cease displaying
its designator code during any calendar quarter in up
to [*] markets where Shared Code Segments operate upon
ninety (90) days’ prior written notice; provided that
while this Agreement is in effect Continental may not
cease displaying its designator code in more than [*]
markets during any year.”



     2. Continental and Gulfstream agree to amend the Alliance Agreement, effective the date first
written above, by deleting the text of Subsection (C)(x) of Section 19 of Exhibit C of the Alliance
Agreement and replacing it with the following text:




“By Continental or Gulfstream, with or without cause,
upon one hundred twenty (120) days’ prior written
notice which notice may not be issued prior to April
3, 2006.”



Page 1 of 3









 





     3. Continental and Gulfstream agree to amend the Alliance Agreement, effective the date first
written above, by replacing Section 10 Subsection C of Exhibit C of the Alliance Agreement a with
the following text:




“Gulfstream will reimburse Continental for travel
certificates issued to compensate passengers
inconvenienced as a result of flight irregularities on
Shared Code Segments on a [*] basis”



     4. Continental and Gulfstream agree to amend the Alliance Agreement, effective the date first
written above, by adding a new Subsection(d) to Section 10 of Exhibit C of the Alliance Agreement a
with the following text:




“Gulfstream will pay Continental $ [*] for every
United Airlines’ passenger that is deemed by
Continental to be a United Airlines’ passenger who is
traveling without a passenger name record in
Continental’s reservation system.”



     5. Continental and Gulfstream agree to amend the Alliance Agreement, effective the date first
written above, by deleting Section 19 Subsection c (vii) (C) of Exhibit C of the Alliance Agreement
in its entirety.



     Capitalized terms not defined herein shall be defined as provided in the Alliance Agreement.
Except as specifically amended or modified hereby, the Alliance Agreement shall remain in effect as
written.



     This Letter Agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.



Page 2 of 3









 





     If Gulfstream is in agreement with the above, please indicate its agreement by having an
authorized representative sign below in the space provided and return a signed copy of this Letter
Agreement to the undersigned at the address above.



	 	 	 	 	 
	 	Very truly yours,



CONTINENTAL AIRLINES, INC.

 	 
	 	By:  	/s/ David Grizzle
 	 
	 	 	David Grizzle 	 
	 	 	Senior Vice President — Corporate Development 	 
	 



	 	 	 	 	 
	AGREED: GULFSTREAM INTERNATIONAL AIRLINES, INC.

 	 	 
	By:  	/s/ Thomas L. Cooper
 	 	 
	 	Title:                    Chief Executive Officer 	 	 
	 	Date: 	 	 



Page 3 of 3









 






	 	 	 	 	 



			
	J. David Grizzle
	 	[CONTINENTAL AIRLINES LOGO]
	Senior Vice President — Marketing Strategy	 	 
	And Corporate Development	 	 
	Telephone: (713) 324-2966	 	 
	Fax: (713) 324-3099	 	 
	E-Mall: dgrizz@coair.com	 	 






June 23, 2004




GULFSTREAM INTERNATIONAL AIRLINES, INC.

1815 Griffith Road

Dania, Florida 33004

Attention: Chairman





			
	     Re:	 	Amendment Three to the Amended and Restated Alliance Agreement




Gentlemen:




     As you are aware, CONTINENTAL AIRLINES, INC. (“Continental”) and GULFSTREAM INTERNATIONAL
AIRLINES, INC. (“Gulfstream”) are each party to the Amended and Restated Alliance Agreement, dated
December 30, 1999 (as amended by Amendment One and Amendment Two thereto, the “Alliance
Agreement”). Continental and Gulfstream each desire to amend the Alliance Agreement as follows:



     1. Continental and Gulfstream agree to amend the Alliance Agreement, effective the date first
written above, by adding the following text to Section 3 of the Alliance Agreement:




“On and after the date any aircraft with 25 seats or more is operated in charter or
scheduled revenue service by Gulfstream or any Gulfstream Affiliate, the Connect
Incentive thereafter will be reduced to $[*]. If Gulfstream does not acquire,
either through a sublease or purchase four (4) or more Embraer 120 aircraft from
Continental by June 30, 2005, the Connect Incentive thereafter will be reduced to $
[*]. If Gulfstream pays in full any and all sums due Continental under the Amended
and Restated Note, dated August 8, 2003, and the associated Credit Agreement (as
defined therein), the Connect Incentive will thereafter be $ [*]. “Affiliate” means,
in respect of any specified person, any person or entity that directly or
indirectly, through one or more intermediaries, controls, is controlled by, or is
under common control with, the person specified. Control is the power, whether or
not exercised, to direct or cause the direction of management or policies of a
specified person.”



 









 





			
	GULFSTREAM INTERNATIONAL AIRLINES, INC.
	 	[CONTINENTAL AIRLINES LOGO]
	June 23, 2004	 	 
	Page 2	 	 





Capitalized terms not defined herein shall be defined as provided in the Alliance Agreement. Except
as specifically amended or modified hereby, the Alliance Agreement shall remain in effect as
written. If Gulfstream is in agreement with the above, please indicate its agreement by having an
authorized representative sign below in the space provided and return a signed copy of this Letter
Agreement to the undersigned at the address above.




	 	 	 	 	 
	 	Very truly yours,



CONTINENTAL AIRLINES, INC.

 	 
	 	By:  	/s/ David Grizzle
 	 
	 	 	David Grizzle 	 
	 	 	Senior Vice President — Strategic Marketing &
Corporate Development 	 
	 



	 	 	 	 	 
	AGREED: GULFSTREAM INTERNATIONAL AIRLINES, INC.

 	 	 
	By:  	/s/ David F. Hackett
 	 	 
	 	Title:                    President 	 	 
	 	Date: June 23, 2004 	 	 
	 




 









 








March 14, 2006




GULFSTREAM INTERNATIONAL AIRLINES, INC.

3201 Griffith Road , 4th Floor

Ft. Lauderdale, Florida 33312

Attention: President





			
	     RE:	 	Amendment Four to the Amended and Restated Alliance Agreement




Gentlemen:





     As you are aware, CONTINENTAL AIRLINES, INC. (“Continental”) and GULFSTREAM INTERNATIONAL
AIRLINES, INC. (“Gulfstream”) are each party to the Amended and Restated Alliance Agreement, dated
December 30, 1999 (as amended by Amendment One and Amendment Two thereto, the “Alliance
Agreement”). Continental and Gulfstream each desire to amend the Alliance Agreement as follows:



     1. Continental continues to experience customer service issues related to Gulfstream’s
codeshare agreement with United Airlines, Inc. (“United”) due to incompatible technology, and
booking irregularities. Accordingly, Continental and Gulfstream agree to amend the Alliance
Agreement, effective the date first written above, by adding a new Section 9 to the Alliance
Agreement that reads:




[*]



     2. Continental and Gulfstream agree to amend the Alliance Agreement, effective the date first
written above, by adding a new Section 1. (a) to the Alliance Agreement that reads:




“Notwithstanding any other provision in this Agreement to the contrary,
Gulfstream shall obtain Continental’s prior written consent, which shall not
be unreasonably withheld, prior to increasing the flights on which
Continental shall be obligated to place its designator code or changing or
increasing the aircraft which Gulfstream has in service on flights on which
Continental places its designator code. Continental shall be deemed to have
accepted revisions to the restrictions set forth in this Section 1 (a) when
it publishes schedules in SHARES with respect to such additional flights or
aircraft.”



     3. Continental and Gulfstream agree to amend the Alliance Agreement, effective the date first
written above, by adding a new Section 13 to the Alliance Agreement that reads:




“At Continental’s option and at all times during the term of this Agreement,
with respect to Gulfstream and GAIR or any affiliate or successor thereof,
Gulfstream and GAIR agree to ensure that an individual designated from time
to time by Continental shall be a member of the board of directors of
Gulfstream or GAIR, or affiliate thereof, as the case



-15-









 







may be. In furtherance of such endeavors, at the time of any nomination,
appointment or election of any board member of Gulfstream or GAIR, or
affiliate thereof, when no Continental designee is a member of such board,
shall nominate or appoint, as the case may be, an individual designated by
Continental at such time and, in the event of a shareholders vote, shall
recommend to shareholders such individual’s election to the board. In
addition, at any time when no Continental designee is a member of its board
and at Continental’s request, Gulfstream or GAIR, or affiliate, as the case
may be, shall invite the individual designated by Continental at such time
to attend all board meetings (including telephonic meetings) and review all
actions taken without a meeting, and shall provide such individual, at the
same time as provided to board members, all materials provided to board
members in connection with such meetings or actions taken without a
meeting.”



     4. Continental and Gulfstream agree to amend the Alliance Agreement, effective the date first
written above, by deleting the text of Subsection (C)(x) of Section 19 of Exhibit C of the Alliance
Agreement and replacing it with the following text:




“By Continental or Gulfstream with or without cause upon one hundred eight
(180) days’ prior written notice which notice may not be issued prior to
November 3, 2011.”



     5. Continental and Gulfstream agree to amend the Alliance Agreement, effective the date first
written above, by adding a new Section 14 to the Alliance Agreement that reads:




“Gulfstream agrees to give any furloughed Continental pilot preferential
interview status for any pilot openings that may occur at Gulfstream. Any
furloughed Continental pilot hired by Gulfstream will not be required to
resign from Continental as a condition for applying or being employed as a
pilot of Gulfstream. Continental agrees to give Gulfstream pilots
preferential interview status for any pilot opening that may occur at
Continental, consistent with commitments concerning pilots of other
carriers.”



     6. Continental and Gulfstream agree to amend the Alliance Agreement, effective the date first
written above, by adding a new Subsection D to Exhibit C Section 19(c)(vii) of the Alliance
Agreement that reads:




“A Change of Control occurs to which Continental shall not have consented in
writing in advance. For purposes of this Agreement, the term “Change of
Control” shall mean: (i) Gulfstream or GAIR or any other Person controlling
Gulfstream or GAIR (a “Gulfstream Party”) consolidates with, or merges with
or into, another Person or conveys, transfers, leases or otherwise disposes
of all or substantially all of its assets to any Person, or any Person
consolidates with, or merges with or into, a Gulfstream Party in any such
event pursuant to a transaction in



 









 







which the voting securities of a Gulfstream Party are converted into or
exchanged for cash or securities, except where the holders of voting
securities of the Gulfstream Party immediately prior to such transaction own
not less than a majority of the voting securities of the surviving or
transferee corporation immediately after such transaction, in each case
other than any such transaction between any Gulfstream Party on the one
hand, and Continental and/or any of its Subsidiaries on the other; or (ii)
any transaction as a result of which a Gulfstream Party and another air
carrier (other than Continental and its successors and any Subsidiary
thereof) are legally combined; or (iii) a transaction as a result of which a
Gulfstream Party acquires, directly or indirectly, beneficial ownership of
10% or more of the capital stock or voting power of an air carrier (provided
that Continental’s consent shall not be unreasonably withheld in the case of
an air carrier which, together with its affiliates, operates only aircraft
certified for 30 passengers or less); or (iv) the direct or indirect
acquisition by another air carrier (other than Continental and its
successors and any Subsidiary thereof) or any Person directly or indirectly
controlling another air carrier of beneficial ownership of 10% or more of
the capital stock or voting power of a Gulfstream Party; or (v) the direct
or indirect acquisition by any “person” or “group” (as such terms are used
in Section 13(d) of the Securities Exchange Act of 1934) not described in
clause (iv) above (and other than Continental and its successors and
any Subsidiary thereof), of beneficial ownership of more than 25% of the
capital stock or voting power of a Gulfstream Party; or (vi) the sale,
transfer or other disposition of all or substantially all of the airline
assets of a Gulfstream Party on a consolidated basis directly or indirectly
to another air carrier (other than Continental and its successors and any
Subsidiary thereof) or its affiliate, whether in a single transaction or a
series of related transactions; or (vii) the Incumbent Directors of a
Gulfstream Party (meaning, in each case, members of the board of directors
of such party of who (a) were members of such board of directors as of
January 1, 2006 or (b) became a director subsequent to January 1, 2006,
whose appointment to fill a vacancy or to fill a new position on such board
of directors or whose nomination for election by the shareholders of such
Gulfstream Party was approved by a vote of at least a majority of the
directors then comprising the Incumbent Directors) cease for any reason to
constitute at least a majority of the board of directors of such Gulfstream
Party; or (viii) the execution by a Gulfstream Party of bona fide definitive
agreements, the consummation of the transactions contemplated by which would
result in a transaction described in the immediately preceding clauses.”



     Capitalized terms not defined herein shall be defined as provided in the Alliance Agreement.
Except as specifically amended or modified hereby, the Alliance Agreement shall remain in effect as
written.



 









 





     If Gulfstream is in agreement with the above, please indicate its agreement by having an
authorized representative sign below in the space provided and return a signed copy of this Letter
Agreement to the undersigned at the address above.



	 	 	 	 	 
	 	Very truly yours,



CONTINENTAL AIRLINES, INC.

 	 
	 	By:  	 	 
	 	 	Jeffery Smisek 	 
	 	 	President