BEFORE THE 

U.S. DEPARTMENT OF TRANSPORTATION 

WASHINGTON, D. C. 

Joint Application of 

AMERICAN AIRLINES, INC. 

and 

AEROLANE, LINEAS AEREAS NACIONALES 

DEL ECUADOR S.A. D/B/A LAN ECUADOR 

) 

) 

) 

) 

) 

) 

) 

) 

... -'/: L1 D 

Docket No. DOT-OST-2011- 0 2.!0 

for statements of authorization under ) 

14 CFR Part 212 and related exemption ) 

under 49 USC§ 40109 (U.S.- Ecuador Codesharing)) 

________________________________ ) 

JOINT APPLICATION OF AMERICAN AIRLINES, INC. 

AND AEROLANE, LINEAS AEREAS 

NACIONALES DEL ECUADOR S.A. D/B/A LAN ECUADOR 

Communications with respect to this document should be sent to: 

For LAN Ecuador: 

CHARLES J. SIMPSON, JR. 

LONNIE ANNE PERA 

DAVID M. ENDERSBEE 

Zuckert, Scoutt & Rasenberger, LLP 

888 17th Street, NW 

Suite 700 

Washington, DC 20006 

(202) 973-7939 

cjsimpson@zsrlaw.com 

lapera@zsrlaw. com 

dmendersbee@zsrlaw.com 

For American Airlines: 

VIRASB VAHIDI 

Senior Vice President - Marketing & Planning 

and Chief Commercial Officer 

American Airlines, Inc. 

P.O. Box 619616, MD 5628 

DFW Airport, TX 75261 

KENJI HASHIMOTO 

Vice President, Strategic Alliances 

American Airlines, Inc. 

P.O. Box 619616, MD 5628 

DFW Airport, TX 75261 

WILLIAM K. RIS, JR. 

Senior Vice President, Government Affairs 

American Airlines, Inc. 

1101 17th Street, NW, Suite 600 

Washington, DC 20036 
JOINT APPLICATION OF 

LAN ECUADOR AND AMERJCAN 

November 14, 2011 

2 

ROBERT A. WIRJCK 

Director, Regulatory Affairs 

American Airlines, Inc. 

P.O. Box 619616, MD 5628 

DFW Airport, TX 75261 

(817) 963-0394 

robert. wirick@aa.com 

CARL B. NELSON, JR. 

Associate General Counsel 

American Airlines, Inc. 

11 01 1 ih Street, NW, Suite 600 

Washington, DC 20036 

(202) 496-564 7 

carl.nelson@aa.com 
BEFORE THE 

U.S. DEPARTMENT OF TRANSPORTATION 

WASHINGTON, D. C. 

Joint Application of 

AMERJCAN AIRLINES, INC. 

and 

AEROLANE, LINEAS AEREAS NACIONALES 

DEL ECUADOR S.A. D/B/A LAN ECUADOR 

for statements of authorization under 

) 

) 

) 

) 

) 

) 

) 

) 

) 

14 CFR Part 212 and related exemption ) 

under 49 USC§ 40109 (U.S.- Ecuador Codesharing)) ________________________________ ) 

Dated: November 14, 2011 

Docket No. DOT-OST-2011-

JOINT APPLICATION OF AMERICAN AIRLINES, INC. 

AND AEROLANE, LiNEAS AEREAS 

NACIONALES DEL ECUADOR S.A. D/B/A LAN ECUADOR 

American Airlines, Inc. (and its affiliates American Eagle Airlines, Inc. and Executive 

Airlines, Inc. d/b/a American Eagle) ("American") and Aerolane, Lineas Aereas Nacionales del 

Ecuador S.A. d/b/a LAN Ecuador ("LAN Ecuador") (together "the Joint Applicants") hereby 

jointly apply for statements of authorization1 under 14 CFR Part 212, and American requests a 

related exemption under 49 USC § 40109 in order to engage in reciprocal codeshare services 

between the United States and Ecuador. The codeshare points are identified in Exhibit A 

attached hereto. 

The Joint Applicants respectfully request waiver of the Department's 45-day advance 

filing requirement. 
JOINT APPLICATION OF 

LAN ECUADOR AND AMERICAN 

The American-LAN Ecuador codeshare agreement is attached (Exhibit B).2 The Joint 

Applicants are seeking authority to codeshare as specifically authorized by Articles 1 and 3 of 

the 201 0 Protocol to Modify the Annexes to the Air Transport Agreement Between the 

Government ofthe United States of America and the Republic of Ecuador (the "2010 Protocol"). 

Exhibit A sets forth the Joint Applicants' initial codeshare notice. American and LAN Ecuador 

intend to begin these services on or about December 26, 2011. 

The requested codeshare authorizations are consistent with both the 2010 Protocol between 

as well as the public interest. See Statement of United States International Air Transportation 

Policy, 60 Fed. Reg. 21841, 21842 (May 3, 1995) (recognizing the public benefits offered by 

codeshare arrangements between U.S. and foreign carriers). Grant ofthis Application will 

expand travel opportunities for both U.S. and Ecuadorian travelers and will permit both 

American and LAN Ecuador to take advantage of the substantially liberalized terms of the 2010 

Protocol. 

American holds certificate authority for Route 389 to serve between named U.S. points and 

Quito and Guayaquil, Ecuador. By this Application, American also seeks related exemption 

authority to serve points within Ecuador as necessary to support its codeshare arrangement with 

LAN Ecuador. American seeks a statement of authorization to display the XL* code in 

conjunction with foreign air transportation of persons, property, and mail on American and 

American Eagle-operated flights (1) between points in the United States; and (2) points in the 

United States and points in Ecuador (either nonstop or via intermediate points in third countries). 

LAN Ecuador currently holds exemption authority to provide scheduled combination 

service between Guayaquil and Quito, on the one hand, and Miami and New York, on the other 

As is customary for requests of this nature, commercially sensitive information has been 

redacted from the codeshare agreement. 

2 
JOINT APPLICATION OF 

LAN ECUADOR AND AMERICAN 

hand. NOAT Docket DOT-OST-2003-14291 (Dec. 21, 2007). This authority remains in effect 

under the automatic extension provisions of the Administrative Procedures Act as a result of a 

timely renewal application filed on December 11, 2008. LAN Ecuador is, concurrently with this 

application, filing an application for expanded exemption authority in Docket DOT-OST-2003-

14291 that will fully encompass the codesharing operations discussed herein. 

Also by this Application, LAN Ecuador seeks a statement of authorization to display the 

AA * code in conjunction with foreign air transportation of persons, property, and mail on LAN 

Ecuador-operated flights (1) between points in Ecuador; and (2) points in the United States and 

points in Ecuador (either nonstop or via intermediate points in third countries). 

American and LAN Ecuador will notify the Department no later than 30 days before 

commencing any additional or substitute codeshare services beyond those initially identified at 

the outset of this Application. Such notification will include the market(s) to be served, the 

identity ofthe carrier operating the aircraft in the codeshare market(s) being added, and the date 

on which the service will begin. American and LAN Ecuador will conduct all of their codeshare 

operations in compliance with 14 CFR Part 257. Both carriers request that their statements of 

authorization be granted for an indefinite period, consistent with the Department's practice. 

In response to the Department's letter of June I, 1995, to participants in the Civil Reserve 

Air Fleet Program ("CRAF"), American states that the codeshare arrangement at issue here will 

have no impact on American's CRAF commitments. 

American has presented to the Federal Aviation Administration a compliance statement 

of the LAN Ecuador IOSA codeshare safety audit. The FAA lias rated' Ecuador as, a Category 1 

country. 

3 
JOINT APPLICATION OF 

LAN ECUADOR AND AMERICAN 

The Joint Applicants request prompt approval of this Application in order to facilitate the 

initiation of the American/LAN Ecuador code share services described above. 

LONNIE ANNE PERA 

DAVID M. ENDERSBEE 

Zuckert, Scoutt & Rasenberger, LLP 

888 1 ih Street, NW 

Suite 700 

Washington, DC 20006 

(202) 973-7939 

cj simpson@zsrlaw. com 

lapera@zsrlaw. com 

dmendersbee@,zsrlaw .com 

Counsel for LAN Ecuador 

November 14, 2011 

Respectfully submitted, 

4 

CARL B. NELSON, JR. 

Associate General Counsel 

American Airlines, Inc. 

11 01 1 ih Street, NW, Suite 600 

Washington, DC 20036 

(202) 496-5647 

carl.nelson@aa.com 
CERTIFICATE OF SERVICE 

I hereby certify that on this 14th day ofNovember 2011, a copy of the foregoing was 

served by electronic mail or facsimile on the following: 

R. Bruce Keiner, Jr. 

Lorraine B. Halloway 

Counsel for Continental Airlines 

Crowell & Moring LLP 

1001 Pennsylvania Avenue, N.W. 

Washington, D.C. 20004-2595 

rbkeiner@crowell.com 

Lhalloway@crowell.com 

Dan Weiss 

Continental Airlines, Inc. 

Government Affairs-8th Floor 

1600 Smith Street, 

Dept. HQSGV 

Houston, TX 77002 

dan. weiss@coair.com 

John L. Richardson 

Counsel for Amerijet International 

John L. Richardson, P.L.L.C. 

555 13th Street, N.W. 

Suite 420 West 

Washington, D.C. 20004 

jrichardson@johnlrichardson.com 

Russell E. Pommer 

Associate General Counsel and 

Director of Regulatory Affairs 

Atlas Air, Inc. 

1747 Pennsylvania Avenue, N.W. 

Suite 875 

Washington, D.C. 20006 

rpommer@atlasair.com 

MarshallS. Sinick 

Counsel for Florida West 

International Airways 

Squire, Sanders & Dempsey L.L.P. 

1201 Pennsylvania Avenue, N.W. 

Suite 500 

Washington, D.C. 20004 

msinick@ssd.com 

Anita Mosner 

Jennifer Nowak 

Counsel for United Parcel Service 

Holland & Knight 

2099 Pennsylvania A venue, NW 

Suite 100 

Washington, D.C. 20006 

Anita.mosner@hklaw.com 

Jennifer.nowak@hklaw.com 

Alexander Van Der Bell en 

Jeff Morgan 

Delta Air Lines 

1212 New York Avenue, NW 

Suite 200 

Washington, D.C. 20005 

Sascha.vanderbellen@delta.com 

Jeff.morgan@delta.com 

William C. Evans 

John R. Mietus, Jr. 

Counsel for Centurion Air Cargo 

Law Office of John Mietus, LLC 

6701 Democracy Boulevard 

Suite 300 

Bethesda, MD 20817 

bill@mietuslaw.com 

john@mietuslaw.com 
John M. Allen 

Director 

Flight Standards Service 

Federal Aviation Administration 

800 Independence Avenue, S.W., Rm 821 

Washington, D.C. 20591 

john. allen@faa. gov 

Joanne W. Young 

Counsel for Spirit Airlines 

Kirstein & Young PLLC 

1001 Pennsylvania Ave., N.W. 

Suite 600 South 

Washington, DC 20004 

jyoung@yklaw.corn 

Kevin Montgomery 

Peter Beckett 

Polar Air Cargo, Inc. 

1747 Pennsylvania Avenue, N.W. 

Suite 875 

Washington, D.C 20006 

kevin.rnontgornery@ polaraircargo.corn 

peter. beckett@po laraircargo .corn 

Howard Kass 

Managing Director & Associate General 

Counsel 

US Airways 

1401 H Street, N.W. 

Suite 1075 

Washington, D.C. 20006 

howard_ kass@usairways.corn 

Stephen J. Morrissey 

Managing Director, International and 

Regulatory Affairs 

United Air Lines 

1 025 Connecticut A venue, N. W. 

Suite 1210 

Washington, DC 20036 

Steve.rnorrissey@united.corn 

2 

John Palo 

Vice President, Planning Military 

and Government 

Evergreen International Airlines, Inc. 

3850 Three Mile Lane 

McMinnville, OR 97128 

john.palo@evergreenairlines.corn 

charters@evergreenairlines.corn 

Courtney Felts 

Legal and Regulatory Affairs 

F edEx Express 

3620 Hacks Cross Road 

Building B, 3rd Floor 

Memphis, TN 38125 

cefelts@fedex.corn 
Exhibit A 

American -LAN Ecuador Initial Codeshare Points 

Codeshared Routes 

Guayaquil, Ecuador - Miami, Florida 

Quito, Ecuador - Miami, Florida 

Guayaquil, Ecuador- New York, New York 

Codeshared routes between 

AA/AA *Ecuadorian Gateways and: 

Cuenca, Ecuador 

Galapagos, Ecuador (GPS, SCY) 

Guayaquil, Ecuador 

Quito, Ecuador 

Codeshared Routes between 

XL/XL* US Gateways and: 

Atlanta, Georgia 

Boston, Massachusetts 

Charlotte, North Carolina 

Dallas/Ft. Worth, Texas 

Denver, Colorado 

Fort Lauderdale, Florida 

Houston, Texas (IAHIHOU) 

New Orleans, Louisiana 

New York, New York (LGA, JFK, EWR) 

Philadelphia, Pennsylvania 

Phoenix, Arizona 

San Diego, California 

San Francisco, California 

Seattle, Washington 

Note: AA includes American Eagle 

Operating Carrier 

XL/AA 

XL/AA 

XL 

Operating Carrier 

XL 

XL 

XL 

XL 

Operating Carrier 

AA 

AA 

AA 

AA 

AA 

AA 

AA 

AA 

AA 

AA 

AA 

AA 

AA 

AA 
Exhibit B 

American - LAN Ecuador Codeshare Agreement 

4 
Execution Copy 

CONFIDENTIAL 

CODESHARE AGREEMENT 

between 

AMERICAN AIRLINES, INC. 

and 

AEROLANE, LINEAS AEREAS NACIONALES DEL ECUADOR S.A. 

d/b/a LAN ECUADOR 

AA-LAN Ecuador CSA Final 
TABLE OF CONTENTS 

1. DEFINITIONS ................................................................................................................................. 1 

2. CODESHARE SERVICE ................................................................................................................ ! 

3. IMPLE:MENTATION AND_EXPENSES ...... , ................................................................................. 4 

4. INVENTORY CONTROL AND PROCEDURES ......................................................................... .5 

5. MARKETING AND PRODUCT DISPLAY ................................................................................... 6 

6. TRAFFIC DOCUMENT ISSUANCE AND FINANCIAL SETTLEMENT ................................... 7 

7. FACILITIES .................................................................................................................................... 8 

8. TRAINING ...................................................................................................................................... 8 

9. SECURITY ...................................................................................................................................... 9 

10. SAFETY AND MAINTENANCE ................................................................................................... 9 

11. FREE AND REDUCED RATE TRANSPORTATION ................................................................ 10 

12. OTIIER MARKETING PROGRA.MS ........................................................................................... lO 

13. TRADEMARKS AND CORPORATE IDENTIFICATION ......................................................... 10 

14. REPRESENTATIONS AND WARRANTIES .............................................................................. ! I 

15. GOVERN:MENTAL APPROVALS .............................................................................................. 12 

16. TERM ............................................................................................................................................. l3 

17. INDEI'\1NIFICATION .................................................................................................................... 15 

18. INSURANCE ................................................................................................................................. 18 

19. TAXES ........................................................................................................................................... l9 

20. JOINT MANAGEMENT COMMITTEE ...................................................................................... 21 

21. FORCE MAJEURE ........................................................................................................................ 21 

22. GOVERNING LAW AND DISPUTE RESOLUTION ................................................................. 22 

23. COVENANT TO COMPLY WITH ALL LAWS ......................................................................... 23 

24. PUBLICITY ................................................................................................................................... 23 

25. CONFIDENTIALITY .................................................................................................................... 23 

26. ASSIGN:MENT .............................................................................................................................. 24 

27. SEVERABILITY ........................................................................................................................... 24 

28. EXCLUSIVITY ............................................................................................................................. 25 

29. FURTHER ASSlJRANCES ........................................................................................................... 26 

30. MISCELLANEOUS ....................................................................................................................... 26 

31. NOTICES .................................................................................................................. : .................... 28 

AA-LAN Ecuador CSA Final 
CODESHARE AGREEMENT 

This CODESHARE AGREEMENT (this "Agreement''), dated as of October_, 2011, is 

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

Delaware, United States of America, having its principal office at 4333 Amon Carter 

Boulevard, Fort Worth, Texas 76155 United States of America ("American"), 

and Aerolane, Lineas Aereas Nacionales del Ecuador S.A. d/b/a LAN Ecuador, a 

corporation organized under the laws of Ecuador, having its principal office at Edif 

Orellana, Av. Orellana Ell-28 y Av. Coruna esq., 3rd Floor, Quito, Ecuador ("LAN 

Ecuador''). 

In consideration of the mutual covenants and promises in this Agreement, American and LAN Ecuador 

hereby agree as follows: 

1. DEFINITIONS 

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

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

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

and plural forms of such terms. American and LAN Ecuador may each be referred to as a 

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

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

interlining of passengers and baggage, including those set forth in JA T A Resolution 780 

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

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

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

Agreement. 

2. CODESHARE SERVICE 

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

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

their Authorized Affiliates and Authorized Wet Lessors, serving the city-pairs (each citypair, a "Codeshared Route") identified in writing by the Parties from time to time 

without formally amending this Agreement. 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 B. In addition, as a member of the LAN Alliance 

whose members operate or market certain flights under the common Code "LA*", LAN 

Ecuador as Operating Carrier or Marketing Carrier may, subject to frrst obtaining the 

required governmental approvals, use the common LA* Code rather than the XL Code on 

certain Codeshared Flights. To avoid customer confusion, LAN Ecuador shall use only 

one of these codes (not both) on each group of Codeshared Routes (interior Ecuador; 

between Ecuador and the U.S.; and interior U.S./Canada) described in Annex B. To the 

extent use of the common LA* Code results in a Codeshared Flight operated by 

American carrying LA* passengers ticketed by or connecting to or from LAN Ecuador 

AA-LAN Ecuador CSA Final 1 
and one or more other LAN Alliance Member carriers, LAN Ecuador shall take such 

actions in consultation with and at no incremental expense to American as are necessary 

to permit such passengers to be differentiated by and attributed to each of the LAN 

Alliance Member carriers for revenue settlement, regulatory, operational or other 

purposes. 

2.2 Detailed procedures for implementing this Agreement will be set forth in the Procedures 

· Manual, which will be prepared by the Parties in conjunction with this Agreement. The 

Procedures Manual, including any amendments or supplements thereto agreed in writing 

between the Parties from time to time, shall be incorporated by reference into and made a 

part of this Agreement; provided, however, that the terms of this Agreement shall prevail 

in the event of a conflict between a provision of this Agreement and any provision of the 

Procedures Manual. 

2.3 The Operating Carrier for each Codeshared Flight shall provide to the Codeshared 

Passengers, at a minimum, the same standard of customer service as it provides to its own 

passengers traveling in the same class of service, which standard shall, in any event, be 

reasonably in accordance with the standards of customer service established by the 

Marketing Carrier for the comparable class of service on its flights. Minimum customer 

service standards, general passenger service procedures, and policies for the Codeshared 

Flights, including baggage services, are detailed in the Procedures Manual. 

2.4 The Parties shall use commercially reasonable efforts to coordinate their service 

schedules to maximize the convenience, and minimize the waiting 'time of passengers 

making connections between the Codeshared Flights· and other flights operated by the 

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

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

own flights. 

2.5 The Parties may add or discontinue Codeshared Flights, as may be mutually agreed, 

without formally amending this Agreement. The Parties' agreement to effect such 

changes shall be evidenced by both the Marketing Carrier and the Operating Carrier 

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

Operating Carrier reserves the right to discontinue any specific route, flight number, 

equipment or schedule. 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 schedule 

information. 

2.6 Except as otherwise provided in the Procedures Manual, 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 will be handled in accordance with the same policies 

and procedures to avoid any discrimination against a Codeshared Passenger; 

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

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

and/or pay denied boarding compensation or otherwise compensate Codeshared 

AA-LAN Ecuador CSA Final 2 
Passengers, in the same manner as it does to its own passengers and subject to the 

provisions of the Procedures Manual and Applicable Law; and 

(c) notify the Marketing Carrier in accordance with the Procedures Manual. 

2. 7 The Conditions of Carriage of the Marketing Carrier, including its limits of liability to 

passengers, shall govern the transportation of Codeshared Passengers, and the Conditions 

of Carriage of the Operating Carrier, including its limits of liability to passengers, shall 

apply to those passengers traveling on the Codeshared Flights under the Code of the 

Operating Carrier. The respective Conditions of Carriage of the Parties shall be notified 

to the passengers to the extent and in the manner required by Applicable Law, rules and 

regulations. Notwithstanding anything in this Section 2.7, the liability of the Parties to 

each other with respect to passenger claims shall be governed by Sections l 7 and ll_. 

2.8 (a) The Party that is the Operating Carrier (or whose Authorized Affiliate or 

Authorized Wet Lessor is the Operating Carrier) shall ensure that each 

Codeshared Flight shall be operated under its operating certificate or under the 

operating certificate of an Authorized Affiliate or Authorized Wet Lessor. 

{b) 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 change as soon as possible. If the Operating 

Carrier fails to notify the Marketing Carrier of a change or a change occurs 

within thirty six (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 thereupon 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 Code of the 

change at time of check-in. In the 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-accommodate the Codeshared Passenger unless the 

passenger seeks a refund in which event the Marketing Carrier shall be 

responsible for making such refund in accordance with its fare rules, conditions 

of carriage and Applicable Law. 

2.9 Notwithsmnding 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 carrier (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 (i) prior to operating any 

such Wetleased Codeshared Flights any Authorized Wet Lessor shall be approved by the 

Marketing Carrier in writing, which approval may be withheld in the Marketing Carrier's 

sole discretion, (ii) the Operating Carrier and such Authorized Wet Lessor shall comply 

with all Applicable Law with respect to such Wetleased Codeshared Flights, (iii) the 

applicability of this Section 2.9 shall be subject to the Parties receiving all Governmental 

Approvals with regard to such Wetleased Codeshared Flights and to a successful 

AA-LAN Ecuador CSA Final 3 
completion of the IOSA (as defmed below) registration by such Authorized Wet Lessor, 

(iv) the Marketing Carrier may withdraw any approval as provided in Section 2.9(i) at 

any time in its sole discretion, and (v) 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. 

Notwithstanding anything herein to the contrary, (x) in the event 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 required by the 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 

Flights (the ''Wet Lessor Marketing Carrier Reviews"), at such intervals as the 

Marketing Carrier shall reasonably request; and (y) nothing in this Section 2.9 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 for the operation of such Wetleased Codeshared Flights and the Operating Carrier 

.shall use reasonable efforts to cause the Authorized Wet Lessor to agree to such 

additional safety audits; provided, however, that such Marketing Carrier Reviews and 

additional safety audits shall by performed at reasonable times and within a reasonable 

tirneframe and without interrupting the Authorized Wet Lessor's operations. 

3. IMPLE1\1ENTATION AND EXPENSES 

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

(a) the execution of a Special Prorate Agreement and a Mutual Emergency 

Assistance Agreement, in form and substance satisfactory to American and LAN 

Ecuador; 

(b) receipt by American and LAN Ecuador of all necessary Government Approvals; 

(c) successful completion by LAN Ecuador of the IA T A Operational Safety Audit 

(''IOSA") registration; 

(d) successful implementation and testing of codeshare (EDIFACT) and passenger 

processing automation. 

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 writing between the Parties: 

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

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

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

(b) roadside, exterior, check-in, concourse, gate and baggage service signage placed 

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

order to facilitate travel on the Codesbared Flights. 

AA-LAN Ecuador CSA Final 4 
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 

determined by the Parties in advance of each specific project. 

4. INVENTORY CONTROL AND PROCEDURES 

4.1 The availability of Marketing Flights will be controlled by standard A VS (availability 

status) of the Operating Carrier. The Marketing Carrier will have access to the Operating 

Carrier's local inventory class availability through 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 the Procedures Manual. 

4.2 The Parties will map inventory classes of the Marketing Carrier to inventory classes of 

the Operating Carrier for the Codeshared Flights, in accordance with the Procedures 

Manual. The Parties will endeavor to map the average coupon value of the Marketing 

Carrier's inventory classes to comparable classes of the Operating Carrier to provide 

similar access for bookings made by the Marketing Carrier for passengers yielding 

comparable revenue values; it being understood, however, that the Operating Carrier 

retains ultimate control over the opening, closing and other management of seat inventory 

availability on Codeshared Flights. Each Party shall use commercially reasonable efforts 

to provide equal inventory access to Codeshared Passengers in inventory classes where 

such passengers yield comparable revenues as the Operating Carrier's passengers. 

4.3 This Section 4.3 shall govern the published fares of the Marketing Carrier offered on 

Codeshared Flights as follows: 

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

the Marketing Carrier for codeshare itineraries will match those of the Operating 

Carrier. 

(b) For Routes served by both Parties or their Affiliates, the fares and fare rules filed 

by the Marketing Carrier will match either those filed for its own flights or those 

filed by the Operating Carrier. 

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

other Party, or its Affiliates, offers connecting service, the Marketing Carrier on 

the non-stop service will match the fares and fare rules filed by the Operating 

Carrier on the non-stop service. 

(d) For Routes where the Marketing Carrier on a one-stop service also operates its 

own non-stop service, the Marketing Carrier will match either the fares and fare 

rules of the one-stop operator or apply the fares and fare rules of its own non-stop 

service. 

(e) In the event of the Marketing Carrier's breach of Sections 4.3(a), ili}, ©or@, 

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

prior written notice to the Marketing Carrier, to restrict or close the inventory 

access of the Marketing Carrier or remove the Code of the Marketing Carrier 

from the flight(s) in question, or to temporarily remove its own Code from the 

AA-LAN Ecuador CSA Final 5 
flight(s) operated by the defaulting Party on the Routes where the breach 

occurred. 

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

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

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

itineraries valid on airlines, other than American or LAN Ecuador, on any origin 

and destination city pair. 

4.4 Each Party shall establish fares and rates independently, subject to the provisions of the 

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

hand, and the governments of any country to which the Parties shall provide service 

pursuant to this Agreement, on the other hand. 

5. MARKETING AND PRODUCT DISPLAY 

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

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

with all applicable governmental laws, rules and regulations of any applicable Competent 

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

any other applicable rules regarding the disclosure and holding out of Codeshared Flights 

provided for herein in the jurisdiction where such rules apply. The Marketing Carrier 

shall disclose to the extent required by Applicable Law through industry-approved 

schedule and selling mechanisms (as defined in the Procedures Manual), to consumers, 

travel agents and others selling the Codeshared Flights, as well as through any 

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

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

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

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

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

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

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

5.2 The Marketing Carrier 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 publication of Marketing Flights or connections to and from such flights in Airline 

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

shall be borne by the Marketing Carrier. Each Party shall include the Codeshared Flights 

in its Reservations Systems. 

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

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

Codeshared Flights on such Codeshared Route using the traffic restriction code "0" or 

"Y'' (or any successor code), as appropriate, as defmed in the IA T A Standard Schedules 

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

Carrier's Codeshared Flights on 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). 

AA-LAN Ecuador CSA Final 6 
5.4 The Parties shall meet as required to coordinate advertising and sales promotion activities 

relating to the Codeshared Flights. Unless otherwise agreed, all information and 

advertising materials produced with the aim of promoting the Codeshared Flights shall 

clearly identify both Parties. All joint advertising and promotion of the Codeshared 

Flights shall be subject to prior agreement between the Parties and the costs of such joint 

advertising and promotion shall be shared based on prior agreement. 

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

that only the Operating Carrier's flight number shall be used in actual flight operations 

(e.g., air traffic control). 

6. TRAFFIC DOCUMENT ISSUANCE AND FINANCIAL SETTLEMENT 

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

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

agreements. 

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

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

as follows: 

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

the normal interline settlement process of the IATA Clearing House. Subject to 

Section 6.2{b) and 6.2(e), Marketing Carrier Flight Coupons shall be treated for 

proration and billing purposes as if they showed the Operating Carrier's 

designator Code in the Carrier Code Box of the Marketing Carrier Flight 

Coupons. Such Marketing Carrier Flight Coupons will be prorated and billed 

according to the Special Prorate Agreement between the Operating Carrier and 

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

Agreement, in accordance with the IATA Prorate Manual-Passenger 

("lATA PMP"), as applicable. 

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

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

satisfactory settlement, the Operating Carrier may bill such coupon to the 

Marketing Carrier as an exceptional item (i.e., via correspondence) and such 

coupons shall be valued for billing and proration purposes according to the IA T A 

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 settling 

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

unsatisfactory settlement. 

6.3 For Codeshared Flights, the Operating Carrier shall on a monthly basis determine the 

gross prorated value (as determined in accordance with Section 6.2(a)) of Marketing 

Carrier Flight Coupons uplifted by it during the previous month and calculate the 

commission (the "Codeshare Commission") by multiplying such coupon values by the 

applicable commission percentages set forth in Annex E. The Operating Carrier shall 

credit the account of the Marketing Carrier for the aggregate Codeshare Commission 

AA-LAN Ecuador CSA Final 7 
through the IA T A Clearing House. The Operating Carrier shall provide supporting data 

to the Marketing Carrier no later than thirty (30) days after the end of the clearance 

month (e.g., if the Operating Carrier were to issue an October 2011 clearance month 

credit to the Marketing Carrier on November 23, 2011, then supporting data should be 

provided to the Marketing Carrier by November 30, 2011). The Marketing Carrier shall 

be entitled to review and, if appropriate, dispute, via correspondence, the Operating 

Carrier's calculation of the Codeshare Commission; provided, however, the Operating 

Carrier must receive note of such dispute within six (6) months from the relevant 

clearance month. Any resulting payments will be processed through the IATA Clearing 

House. 

6.4 The Ticketing Carrier, whether it be the Marketing Carrier, the Operating Carrier or a 

third-party, shall receive the standard industry Interline Service Charge and/or Ticket 

Handling Fee, as may be appropriate. 

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

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

Marketing Carrier hereby waives endorsement requirements for the Operating Carrier 

with respect to all Marketing Carrier Flight Coupons, including: (i) all Marketing Carrier 

Flight Coupons for use on Codeshared Flights operated by LAN Ecuador between the 

United States and Ecuador, or within Ecuador, issued on American-AA (00 1) ticket 

stock, or on other ticket stock, but naming American in the Carrier Code Box, and (ii) all 

Marketing Carrier Flight Coupons for use on Codeshared Flights operated by American 

within the United States, or within the Americas (i.e., North America, South America, 

Central America and the Caribbean), issued on LAN Ecuador-462 ticket stock, or on· 

other ticket stock, but naming LAN Ecuador in the Carrier Code Box. 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 

Termination Date of this Agreement to facilitate the reaccommodation of any Codeshared 

Passengers ticketed for travel after the Termination Date. 

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

rectified by written correspondence or a meeting between the Parties. 

6. 7 In a sufficient amount of time before the Implementation Date, the Marketing Carrier will 

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

provide the range of its Marketing Flight numbers. The Marketing Carrier will be 

responsible, tfuoughout the term of the Codeshare Agreement, for updating its Marketing 

Flight numbers with ATPCO. 

7. FACILITIES 

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

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

avoid passenger confusion at airports served by the Codeshared Flights. The Parties shall cooperate on 

the placement of such signs, subject to the approval of the relevant airport authority or other lessors. 

8. TRAINING 

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

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

AA-LAN Ecuador CSA Final 8 
Flights and operations at airports served by the Codeshared Flights, including 

reservations and ticket offices, and other points of contact between the Parties and the 

public. This training shall include passenger service, reservations and sales activities, 

and in-flight service involving the Codeshared Flights, all as more fully described in the 

Procedures Manual. 

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

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

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

materials. 

9. SECURITY 

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

obligations at all airports served by the Codeshared Flights. 

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

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

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

standards set forth by the relevant Competent Authorities and be reasonably acceptable to 

the Marketing Carrier, with the understanding that safety and security are of the utmost 

importance to both carriers. Such provisions may include any then applicable procedures 

used for the physical screening of passengers, baggage or cargo, interviewing of 

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

9.3 The checking of the travel documents of each Codeshared Passenger and the handling of 

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

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

done in accordance with the procedures outlined in the Procedures Manual. 

10. SAFETY AND MAINTENANCE 

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

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

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

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

its own flights. Emergency support shall, at a minimum, be in accordance with the 

Mutual Emergency Assistance Agreement in force between the Parties. 

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

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

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

standards imposed by the relevant aeronautical authorities. 

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

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

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

procedures reasonably related to the Codeshared Flights (the ''Marketing Carrier 

Reviews"), at such intervals as the Marketing Carrier shall reasonably request. The 

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

disruptions to the Operating Carrier's operations. Such reviews will be limited to areas 

AA-LAN Ecuador CSA Final 9 
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 RESPONSffiiLITY OR 

ASSUME ANY LIABILITY FOR ANY ASPECT OF THE OPERATING CARRIER'S 

OPERATIONS, NOR SHALL THE OPERATING CARRIER BE ENTITLED TO 

ASSERT ANY RESPONSffiiLITY OR ASSUMPTION OF LIABILITY ON THE 

PART OF THE MARKETING CARRIER FOR THE OPERATING CARRIER'S 

OPERATIONS. 

11. FREE AND REDUCED RATE TRANSPORTATION 

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

including the Marketing Carrier, neither the Marketing Carrier, nor the Operating Carrier, nor any third 

party, shall be entitled to ticket industry non-revenue or discounted (i.e., agency discount, industry 

discount, etc.) travel on the Marketing Flights, and the Opemting Carrier shall not honor any Marketing 

Carrier Flight Coupons for such industry non-revenue or discounted travel, except at the Operating 

Carrier's expense. 

12. OTHER MARKETING PROGRAMS 

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

each Party in the frequent flyer program of the other Party or of its Afftliates. 

12.2 First and Business Class Codeshared Passengers will have access to the Operating 

Carrier's (or the Operating Carrier's Affiliates', as applicable) airport lounge on the day 

of their departure in accordance with the terms of the Lounge Access Agreement between 

American and LAN. 

13. TRADEMARKS AND CORPORATE IDENTIFICATION 

13.1 Neither Party hereto shall use any of the other Party's or such Party's respective 

Afftliates' names, logos, logotype, insignia, service marks, trademarks, trade names, 

copyrights, corporate goodwill or other proprietary intellectual property, including 

without limitation the names "American Airlines, Inc.", "American Airlines", 

"American", "American Eagle", "AAdvantage", "Aerolane, Lineas Aereas Nacionales 

del Ecuador S.A.", "LAN Ecuador'', "LAN", or ''LANPass" in any marketing, 

advertising or promotional collateral, including without limitation credit card and telecom 

solicitations, except where each specific use has been approved in advance by the other 

Party. When such approval is granted, either Party shall comply with any and all 

conditions that the other Party may impose to protect the use of any of that Party's 

names, logos, logotype, insignia, service marks, trademarks, trade names, copyrights, 

corporate goodwill or other proprietary intellectual property. 

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

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

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

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

Party, its agents, servants or other employees by the execution or performance of this 

Agreement. 

AA-LAN Ecuador CSA Final 10 
13.3 Each of LAN Ecuador and American acknowledges for all purposes that any and all 

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

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

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

LAN Ecuador and American further acknowledges that any goodwill or other rights that 

arise as a result of the use by it of the other Party's marks, as permitted under this 

Agreement, shall accrue solely to the benefit of the Party owning such marks, whether 

registered or not. Should any right, title or interest in the logos, trademarks, service 

marks or trade names of a Party become vested in the other Party, the latter Party shall 

hold such right, title and interest in trust for the benefit of the former Party and shall, at 

the request of the former Party, promptly and unconditionally assign such right, title and 

interest to the former Party without royalties or compensation of any kind. Each of LAN 

Ecuador and American hereby grants to the other, a non-exclusive, non-transferable, 

royalty-free license for the term of this Agreement to use their respective service marks 

("LAN Ecuador" for Aerolane, Lineas Aereas Nacionales del Ecuador S.A. and 

"American Airlines" for American, each a "Licensed Trademark"), subject to the terms 

and conditions set forth in this Section 13. This license is limited to the use of the 

Licensed Trademarks in connection with the advertising and promotion of the 

Codeshared Flights contemplated by this Agreement and the Frequent Flyer Participating 

Carrier Agreements. 

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

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

Trademark shall be marked with an ® or SM or other symbol, as appropriate, and 

reference a legend indicating that "LAN Ecuador is a service mark of Aerolane, Lineas 

Aereas Nacionales del Ecuador S.A." or "American Airlines is a service mark of 

American Airlines, Inc.", as the case may be, or similar words to that effect 

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

Trademarks in relation to air transportation services contemplated by this Agreement 

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

relevant Licensed Trademark. 

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

presentation of advertising and promotional materials using its Licensed Trademark. 

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

the agreed promotional materials bearing the Licensed Trademarks. 

I4. REPRESENTATIONS AND WARRANTIES 

14.1 Each of LAN Ecuador and American 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 government of its country of incorporation; and has the requisite 

corporate power and authority to enter into and perform its obligations under this 

Agreement. The execution, delivery, and performance of this Agreement by it 

have been duly authorized by all necessary corporate action. This Agreement has 

been duly executed and delivered by it, and, assuming due authorization, 

AA-LAN Ecuador CSA Final II 
execution, and delivery by the other Party hereto, this Agreement constitutes its 

legal, valid, and binding obligation, enforceable against it in accordance with its 

terms, except to the extent that enforceability may be limited or modified by the 

effect of bankruptcy, insolvency or other similar laws affecting creditors' rights 

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

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

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

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

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

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

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

contravention or breach would not have a material adverse effect on it and its 

Affiliates, or on the operations of it or its Affiliates, taken as a whole, or on its 

ability to perform this Agreement. 

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

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

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

respect of, any Competent Authority, any trustee or holder of any of its 

indebtedness or obligations, any stockholder or any other Person or entity, other 

than the Governmental Approvals (to be obtained by it, as indicated in Annex F), 

except where failure to obtain or take such action would not have a material 

adverse effect on it or a material adverse effect on the transactions contemplated 

in this Agreement. 

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

and delivery of this Agreement. 

15. GOVERNMENTALAPPROVALS 

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

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

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

and any other Governmental Approvals that may hereafter be identified. 

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

Codeshared Routes listed in Annex B, the Parties shall proceed under this Agreement 

solely with respect to the approved Codeshared Routes, and the Parties shall thereafter 

continue to endeavor to obtain approval of the remaining city-pair markets. 

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

Routes listed in Annex B within three hundred sixty five (365) days of the Effective Date, 

or if all of such Governmental Approvals are given with substantial unfavorable 

restrictions or conditions (each Party to determine in its sole discretion the reasonableness 

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

equitable solution to enable the commencement of the Codeshared Route(s). If a solution 

cannot be formulated within ninety (90) days following commencement of such 

negotiations, either Party may terminate this Agreement upon thirty (30) days' prior 

written notice to the other Party. 

AA-LAN Ecuador CSA Final 12 
15.4 Each Party shall immediately provide the other Party with copies of any correspondence 

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

Routes, Codeshared Flights or this Agreement, including with respect to the 

airworthiness of the aircraft used for the Codeshared Flights or noncompliance by the 

Operating Carrier with operational, training or safety rules and procedures. 

16. TERM 

16.1 This Agreement shall become effective on the date first written above ("Effective 

Date") and shall remain in effect until terminated pursuant to Section 15 (Governmental 

Approvals), Section 16.2 (Termination Events), Section 21 (Force Majeure) or Section 27 

(Severability), or Annex B (Codeshared Flights). Implementation of this Agreement 

shall be on the Implementation Date, subject to the Parties' execution of the Mutual 

Emergency Assistance Agreement. 

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

terminated as follows: 

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

(b) by either Party at any time for conenienve and without cause upon 

REDACTED 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 under 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 alleged breach with as much particularity as reasonably 

practicable. Termination under this Section 16.2(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-breaching 

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 breach following receipt ofthe 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-breaching 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 the 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 

AA-LAN Ecuador CSA Final l3 
and/or other fmancial institutions or proposes or commences 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 petition 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 21); or 

(f) by either Party upon ninety (90) days' prior written notice following receipt by 

such Party of written notice from the other Party (i) that such other Party has 

merged or consolidated with or into any other Person or entity, except where the 

shareholders of such Party immediately after the merger or consolidation (as 

measured on the day immediate1y prior to the effective date of such merger or 

consolidation) continue to own over eighty percent (80%) of its voting stock and, 

if the Party hereto is not the surviving entity, the surviving entity assumes all of 

the obligations and responsibilities of the Party under this Agreement; (ii) that 

such other Party has sold or otherwise transferred all or substantially all of its 

assets to any other Person or entity; (iii) that such other Party has had twenty 

percent (20%) or more of its voting stock acquired, directly or indirectly, by a 

third-party (or third-parties acting as a group) in one or a series of transaction 

and, as a result, such third-party (or group) has the right to direct the management 

and policies of the Party, or (iv) that more than fifty percent (50%) of its voting 

stock is owned at any time by a Person, entity or group that held fifty percent 

(50%) or less immediately prior to such time of determination. Each Party 

undertakes to promptly notify the other in writing of an occurrence of any of the 

events specified in this Section 16.2(0. 

(g) Throughout the Term, either Party has the right to suspend performance of or 

terminate 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) 

(ii) 

(iii) 

(iv) 

AA-LAN Ecuador CSA Final 

the other Party has suffered a significant emergency or serious incident 

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

flights or to a Codeshared Flight or Codeshared Route; or 

the other Party has received from any relevant Competent Authority 

notice that it has failed to comply with applicable safety or security 

requirements; or 

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

Department of Defense (DOD) or the United States Department of 

Homeland Security (DHS), or the counterpart authorities in Ecuador, has 

ordered in writing or orally that the Marketing Carrier's Code be 

removed from Codeshared Flights or Codeshared Routes operated by the 

Operating Carrier for any reason whatsoever; or 

the civil aviation authority of Ecuador or the United States, as applicable, 

does not provide safety oversight of its air carrier operators in 

accordance with the minimum safety oversight standards established by 

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

14 
Ecuador receiving a rating of Category 2 from the Federal Aviation 

Administration (FAA), or the United States receiving an equivalent 

rating from counterpart authorities in Ecuador, 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 and this Agreement will 

recommence within thirty (30) days after the date of notice under the same terms and 

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

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

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

Agreement is suspended or terminated pursuant to this Section 16.2(g), Sections 16.3 

through 16.4 shall apply. 

16.3 Subject to Section 16.4, in the event of termination of this Agreement the Marketing 

Carrier shall, in its sole discretion, unless termination is pursuant to Section 16.2([), take 

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

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

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

Carrier. The Operating Carrier shall accept passengers traveling on such tickets as if 

such reservations had been booked through the Operating Carrier using ordinary interline 

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

Section 6 of this Agreement. 

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

Section 16.2(d) or 16.2(e), the Operating Carrier, in its sole discretion, may decline any 

or all passengers scheduled to be traveling on Marketing Carrier Tickets. The Marketing 

Carrier shall be solely responsible for transferring the reservations of such passengers to 

other carriers or making other alternative arrangements. 

17. INDEMNIFICATION 

I 7.1 Without prejudice to any other written agreement or arrangement of either Party to 

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

Affiliate or Authorized Wet Lessor 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, or all collectively a, "Marketing 

Carrier Indemnified Party") from and against any and all Damages arising out of, 

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

occurring in connection with) any of the following: 

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

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

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

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

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

on Marketing Carrier Tickets irrespective of conditions or liability limits that 

apply or may purport to apply); 

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

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

connection with such operations; 

AA-LAN Ecuador CSA Final 1 5 
(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 17 .I( a) or .QU or Section 17 .2(a) or .(hl; 

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

in Section 14 of this Agreement; or 

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

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

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

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

Indemnified Party's willful misconduct. THE OPERATING CARRIER 

UNDERSTANDS AND ACKNOWLEDGES THAT UNDER THE CIRCUMSTANCES 

ADDRESSED BY SECTIONS 17.l(a) AND 17.l(b), IT WILL BE REQUIRED TO 

INDEMNIFY A MARKETING CARRIER INDEMNIFIED PARTY AGAINST 

DAMAGES ARISING FROM SUCH MARKETING CARRIER INDEMNIFIED 

PARTY'S OWN NEGLIGENCE (BUT NOT WILLFUL MISCONDUCT). 

17.2 Subject to the indemnities provided in Section 17.1(a), and without prejudice to any other 

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

that is the Marketing Carrier (or whose Affiliate is the Marketing Carrier) shall 

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

respective directors, officers, employees, and agents (each individually an, or collectively 

the, "Operating Carrier Indemnified Party'') from and against any and all Damages 

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

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

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

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

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

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

misconduct of the Marketing Carrier; 

(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, but only to the extent caused by the willful 

misconduct of the Marketing Carrier; 

(c) negligent 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 17.l(a) or{hl or Section 17.2(a) or {hl; 

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

deliver and complete transportation documentation in accordance with the 

provisions of the standard lATA or other applicable ticketing procedures, 

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

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

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

ticketing Codeshared Passengers, the Marketing Carrier is entitled to apply the 

AA-LAN Ecuador CSA Final 16 
limits of liability provided for in its own Conditions of Carriage); provided, 

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

Section 17 .2(d) for that portion of any Damages that is in excess of the Damages 

against which the Operating Carrier would have been required to indemnify the 

Marketing Carrier under Section 17.l(a) if the Marketing Carrier had properly 

complied with all IA TA ticketing procedures; 

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

Section 14 ofthis Agreement; or 

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

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

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

other Party (the "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 notice shall not relieve the Indemnifying Party of its 

obligations hereunder except to the extent that such failure is materially prejudicial to the 

IndemnifYing Party), and the IndemnifYing Party shall be 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-party claim. The IndemnifYing Party shall have the right to elect to settle 

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

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

settlement that has been agreed upon by the IndemnifYing Party and the claimant in 

question within 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 settlement. 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 

indemnity the Indemnified Party in connection therewith, the Indemnified Party may, 

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

IndemnifYing Party settle or defend against such third-party claim for the account, and at 

the expense, of the IndemnifYing Party. Except as set forth in this Section 17.3, the 

Indemnified Party shall not enter into any settlement or other compromise or consent to a 

judgment with respect to a third-party claim to which the IndemnifYing Party has an 

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

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

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

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

Party assumes the defense of a claim, the Indemnified Party shall have the right to 

assume control 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 attorneys' 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. 

AA-LAN EcuadorCSAFinal 17 
17.5 Each Party further agrees to indemnifY, defend and hold harmless the other Party from 

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

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

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

or activity contemplated by this Agreement. 

17.6 The rights and obligations of the Parties under this Section 1 7 shall survive the 

Termination Date or expiration of this Agreement. 

18. INSURANCE 

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

during the term of this Agreement with insurance carriers of known fmancial 

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 hijacking and allied 

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

expenses (including crew), all reasonable expenses arising out of the Family 

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

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

equivalent including premises, products, completed operations, liquor law 

liability, and contractual liability. This insurance must be primary without right 

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

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

Carrier and the Marketing Carrier Indemnified Parties as additional insureds to 

the extent of the protections afforded the Marketing Carrier under the indemnity 

specified in Section 17.1, (ii) contain a severability of interest clause and a 

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

insure the Operating Carrier's indemnification obligations under this Agreement 

to the full.extent ofthe coverage provided by the Operating Carrier's policy or 

policies. 

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

less than USD $500,000,000 per any one occurrence for each aircraft, including 

bodily injury, death, personal injury, property damage, passenger (including 

Codesbared 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 USD $25,000,000 per 

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

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

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

however, in the event that the Operating Carrier at any time purchases any such 

insurance with a limit of liability greater than such USD $500,000,000 per any 

one occurrence for each aircraft, the Marketing Carrier shall have the benefit of 

such higher limits, and provided, further, that the Operating Carrier shall use 

reasonable efforts to increase the combined single limit of liability to no less than 

USD $750,000,000 per any one occurrence for each aircraft by April30, 2012. 

AA-LAN Ecuador CSA Final 18 
(c) Hull all risk insurance, including war risk, and such policy shall include a waiver 

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

specified in Section 17 .1. 

(d) If applicable, worker's compensation and employer's liability insurance, or such 

other similar or equivalent insurance carried outside of the United States, in 

accordance with statutory limits. 

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

evidencing such coverage no less than thirty (30) days prior to the commencement of the 

first Codeshared Flight, and thereafter within five (5) Business Days of the date of any 

renewal of such coverage. The certificates must indicate that the above coverage shall 

not be canceled or materially altered without thirty (30) days' advance written notice to 

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

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

shall be seven (7) days or such lesser period as is or may be available in accordance with 

the policy providing such coverage. 

19. TAXES 

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

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

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

to this Agreement. 

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

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

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

The Parties hereby agree as follows: 

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

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

Codeshared Flights. 

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

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

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

issue a debit invoice to the Ticketing Carrier through the lATA Clearing House 

for any interlineable Ticket Taxes levied in connection with the sales of the 

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

such interlineable Ticket Taxes. 

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

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

the Operating Carrier or the Marketing Carrier in accordance with industry 

guidelines outlined in the lATA Revenue Accounting Manual (lATA-RAM). 

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

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

foregoing provisions. 

AA-LAN Ecuador CSA Final 19 
19.3 Notwithstanding the provisions of Section 19 .2, if the Ticketing Carrier is prohibited by 

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

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

such Ticket Taxes so prohibited by law and shall notify the Operating Carrier within 

thirty (30) days of the enactment of such laws which Ticket Taxes it is prohibited from 

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

can be implemented to collect such Ticket Taxes from the passenger. 

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

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

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

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

the Payee shall be exclusive of such 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 the amounts withheld by Payor. 

19.5 For U.S. income tax purposes, LAN Ecuador shall annually and timely furnish American, 

a valid, completed and duly executed U.S. Federal Form W-8BEN (Ownership, 

Exemption, or Reduced Rate Certificate) or such other forms as the U.S. Internal 

Revenue Service may require from time to time, so that American may report any 

relevant transactions arising under this Agreement and, if applicable, substantiate an 

exemption from any obligation on American's part with respect to any income tax 

withholding or reporting obligations on payments made to LAN Ecuador. In the event 

the Payor is required to withhold taxes under the procedures of Section 19.4, 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 creQ.it under Applicable Laws. 

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

or potential assessment or imposition of any Tax (collectively, an "Assessmenf') relating 

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

indirectly, the Party so notified shall inform the other Party in writing within ten (lO) 

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 Assessment in accordance 

with Section 17.5. The Indemnifying Party shaH have the option to defend or contest 

such Assessment in accordance with the procedures set forth in Section 17. 

19.7 Notwithstanding the foregoing, in accordance with applicable laws and regulations, each 

Party agrees to work towards expediting the attainment of any available tax exemptions 

and fees to prevent the withholding of profits earned by either Party. Unless prohibited 

by law, in the event that any such taxes or fees, or other charges applicable to LAN 

Ecuador need to be withheld, American agrees to withhold such paymentrs for LAN 

AA-LAN Ecuador CSA Final 20 
Ecuador for the necessary period, instead of submitting same to the U.S. Department of 

Treasury. 

20. JOINT MANAGEMENT COMMITTEE 

20.1 Coincident with the execution of this Agreement, American and LAN Ecuador will 

create a joint management committee (the "Committee"). American and LAN Ecuador 

will each designate two (2) management representatives to the Committee and each will 

have the right to replace its management designees at any time upon prior written notice 

to the other Party. The Committee will endeavor to meet annually (in person or by 

telephone) at a mutually agreed time and location and will meet at such additional times 

as it determines appropriate for the performance of its responsibilities or as reasonably 

requested by either Party. Each meeting will be conducted in accordance with an agenda 

to be determined as described below. Either Party may place an item on the agenda of 

any meeting of the Committee. 

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

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

implementation of the cooperative services of American and LAN Ecuador, and their 

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

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

marketing approach and techniques, shared use of facilities, frequent flyer arrangements, 

and all other aspects of the implementation, operation, and compliance with this 

Agreement, the Frequent Flyer Participating Agreements, and the Lounge Access 

Agreement. The Committee will consider ways to improve the performance and 

efficiency of the cooperative services to reduce costs and to increase the benefits afforded 

to American and LAN Ecuador by the relationship. The Committee will also actively 

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

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

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

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

management services and systems by American and/or LAN Ecuador and their respective 

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

amicable basis. In performing its responsibilities, the Committee will be mindful of, and 

will comply with, all laws and regulations applicable to American and LAN Ecuador, 

including, without limitation, laws and regulations governing competition between 

American and LAN Ecuador. 

21. FORCEMAJEURE 

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 delays 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 govennnent 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 option, to terminate this Agreement by giving the delayed Party at least 

thirty (30) days' prior written notice. 

AA-LAN Ecuador CSA Final 21 
22. GOVERNING LAW AND DISPUTE RESOLUTION 

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

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

all matters of construction, validity and performance. 

22.2 All disputes arising out of or in connection with this Agreement shall be fmally settled 

under the Rules of Arbitration of the International Chamber of Commerce (the ''Rules") 

by a panel of arbitrators appointed in accordance with such Rules. The arbitration panel 

shall consist of three (3) arbitrators who are knowledgeable about the legal, marketing, 

and other business aspects of the airline industry, and fluent in the English language. The 

arbitration may be conducted by only one (1) arbitrator if LAN Ecuador and American 

agree in advance of the arbitration on a mutually acceptable individual. The arbitration 

proceedings shall take place in New York, New York, and shall be conducted in the 

English language. 

22.3 Each Party irrevocably submits to the nonexclusive jurisdiction of the United States 

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

New York, for purposes of enforcing any arbitral award or for other legal proceedings 

arising out of this Agreement or any transactions contemplated in this Agreement. Each 

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

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

motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any 

such court and any objection that it may have as to venue or inconvenient forum in 

respect of claims or actions brought in such court. 

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

service of process the Secretary of State of the State of New York or C.T. Corporation 

System at its offices presently located at 111 Eighth A venue, New York, NY 10011, to 

receive and acknowledge on behalf 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 22 in any State or Federal court sitting in New York. Each Party has 

empowered the Secretary of State of the State ofNew York or C.T. Corporation System 

as its agent for service of process by the granting of power of attorney. Such designation 

and appointment will continue unless and until notice is given. Nothing in this 

Section 22 affects the right of any Party to serve process in any manner permitted by law, 

or limits any right that any Party may have to bring proceedings against the other Party in 

the courts of any jurisdiction or to enforce in any lawful manner a judgment obtained in 

one jurisdiction in any other jurisdiction. 

22.5 LAN Ecuador and American each acknowledge that the transactions contemplated in this 

Agreement involve commercial activity carried on in the United States of America To 

the extent that either Party or any of its property is or becomes entitled at any time to any 

immunity on the grounds of sovereignty or otherwise, including under the Foreign 

Sovereign Immunities Act of 1976 of the United States of America, from any legal 

action, suit, arbitration proceeding or other proceeding, from set-off or counterclaim, 

from the jurisdiction of any court of competent jurisdiction, from service of process, from 

attachment prior to judgment or after judgment, from attachment in aid of execution or 

levy or execution resulting from a decree or judgment, from judgment or from 

jurisdiction, that Party for itself and its property does hereby irrevocably and 

unconditionally waive all rights to, and agrees not to plead or claim any such immunity 

AA-LAN EcuadorCSA Final 22 
with respect to its obligations, liabilities or any other matter arising out of or in 

connection with this Agreement or its subject matter. The foregoing waiver and 

agreement is not subject to withdrawal in any jurisdiction. 

23. COVENANT TO COMPLY WI1H ALL LAWS 

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

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

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

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

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

Administration, the U.S. Department of Defense, the U.S. Department of Homeland 

Security and the counterpart agencies in Ecuador. Each Party further agrees to participate 

in (i) the Advance Passenger Information System (APIS) program whereby the Operating 

Carrier will, upon request, supply U.S. Customs and Border Protection ("CBP") with the 

required passenger manifest data from its flight(s) inbound to and outbound from the 

United States at the time of departure; (ii) the U.S. Department of Homeland Security 

("DHS") Electronic System for Travel Authorization ("ESTA"), and (iii) the DHS 

Secure Flight program. 

23.2 If either Party has notice 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 of regulation and 

supporting written materials that facilitate the other Party's investigation of such 

perceived violation. 

24. PUBLICITY 

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

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

withheld or delayed. 

25. CONFIDENTIALITY 

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

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

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

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

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

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

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

court or governmental body, it shall (a) notify the Affected Party immediately of the 

existence, terms, and circumstances surrounding such request, (b) consult with the 

Affected Party on the advisability of taking legally available steps to resist or narrow 

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

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

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

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

that confidential treatment shall be accorded to the disclosed Confidential Information. 

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

as required for the purpose of implementing and administering this Agreement, and shall 

AA-LAN Ecuador CSA Final 23 
inform such Representatives of the confidential nature of the Confidential Information 

and instruct such Representatives to treat such Confidential Information in a manner 

consistent with this Section 25 .1. 

25.2 Within ninety (90) days after the termination of this Agreement, each Party shall, either 

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

Information in its possession or the possession of any of its Representatives (including, 

without limitation, any reports, memoranda or other materials prepared by such Party or 

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

media or processors, unless and only to the extent that the Confidential Information is 

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

reasonably necessary in connection with the resolution of any dispute between the 

Parties. 

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

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

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

remedy at law or in equity, the Affected Party shall be entitled to an injunction or 

injunctions (without the posting of any bond and without proof of actual Damages) to 

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

performance of this Section 25. 

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

Termination Date or expiration of this Agreement for a period of five (5) years. 

26. ASSIGNMENT 

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

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

however, that each of American and LAN Ecuador may assign, subcontract or delegate any of its rights, 

duties or obligations under this Agreement to any of its Affiliates provided that such assignment and/or 

delegation shall not relieve American or LAN Ecuador of any of its obligations under this Agreement. 

27. SEVERABILITY 

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

jurisdiction, such provision shall be severed from this Agreement in the jurisdiction in question and shall 

not affect the legality, validity or enforceability of the remaining provisions of this Agreement nor the 

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

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

Agreement, in which case the Party shall so inform the other Party and the Parties shall negotiate in good 

faith to agree upon modification of this Agreement so as to maintain the balance of the commercial 

interests of the Parties. If, however, such negotiations are not successfully concluded within ninety (90) 

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. 

AA-LAN Ecuador CSA Final 24 
28. EXCLUSIVITY 

28.1 This Agreement is non-exclusive and does not preclude either Party from entering into or 

maintaining marketing relationships, including codesharing, with other airlines, except 

that: 

(a) During the term of this Agreement, LAN Ecuador shall not, and shall cause its 

Affiliates not to: · 

(i) place the LAN Ecuador Code or any Affiliate's Code, on any flight 

operated by any air carrier domiciled in the United States, other than 

American and its Affiliates, without American's prior written consent; 

or 

(ii) permit any air carrier domiciled in the United States, other than 

American and its Affiliates, to place its Code on any flight operated by 

LAN Ecuador or any Affiliate of LAN Ecuador, without American's 

prior written consent; or 

(iii) place the LAN Ecuador Code or any Affiliate's Code, on any flight to, 

from, via, or within the United States, other than flights operated by 

LAN Ecuador and its Affiliates and American and its Affiliates, without 

American's prior written consent; or 

(iv) permit any air carrier, other than American and its Affiliates, to place its 

Code on any flights to, from, via, or within the United States, operated 

by LAN Ecuador or any Affiliate of LAN Ecuador, without American's 

prior written consent. 

(b) During the term of this Agreement, American shall not, and shall cause its 

Affiliates not to: 

(i) place the AA Code or any Affiliate's Code on any flight operated by any 

air carrier domiciled in Ecuador, other than LAN Ecuador and its 

Affiliates, without LAN Ecuador's prior written consent; or 

(ii) permit any air carrier domiciled in Ecuador, other than LAN Ecuador and 

its Affiliates, to place its Code on any flight operated by American or any 

Affiliate of American, without LAN Ecuador's prior written consent; or 

(iii) place the AA Code or any Affiliate's Code, on any flight to, from, via, or 

within Ecuador, other than flights operated by American and its 

Affiliates and LAN Ecuador and its Affiliates, without LAN Ecuador's 

prior written consent; or 

(iv) permit any air carrier, other than LAN Ecuador and its Affiliates, to place 

its Code on any flights to, from, via, or within Ecuador operated by 

American or any Affiliate of American, without LAN Ecuador's prior 

written consent. 

28.2 The foregoing Section 28.1 shall not apply to: 

AA-LAN Ecuador CSA Final 25 
(a) codeshared arrangements currently in force between each of LAN Ecuador and 

American and third-parties, and any future renewals or modifications of such 

commitments; 

(b) codeshared arrangements with air carriers that provide only air cargo services 

(i.e., no commercial passenger air transport services); or 

(c) codeshared arrangements with any member ofthe oneworldTM Alliance. 

29. FURTHER ASSURANCES 

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

instruments and documents at such Party's cost and expense as may be required by 

Applicable Law, rules or regulations or as may be reasonably requested by the other to 

carry out and effectuate the purposes of this Agreement. 

29.2 If and to the extent the transactions or activities contemplated by this Agreement require 

the cooperation or participation of an Affiliate or an Authorized Wet Lessor that is not a 

party hereto, then its Parent Carrier shall cause such Affiliate or Authorized Wet Lessor 

to cooperate or participate in such transaction or activity. Without limiting the generality 

of the foregoing, if such Affiliate or Authorized Wet Lessor operates as an Operating 

Carrier in connection with this Agreement and is not a party to a separate codesharing 

agreement or addendum hereto with respect to such operations, its Parent Carrier shall 

cause it to comply with all obligations imposed on an Operating Carrier hereunder as if 

such Affiliate or Authorized Wet Lessor were a party hereto. The Parent Carrier shall be 

jointly and severally obligated and liable with such Affiliate or Authorized Wet Lessor 

for all such obligations, including, without limitation, the indemnity and insurance 

requirements of this Agreement. In addition, the Parent Carrier shall cause such Affiliate 

or Authorized Wet Lessor to perform such acts and execute and deliver such further 

instruments and documents as may reasonably be required by the other Party to provide 

for such cooperation and participation, including, without limitation, execution of an 

addendum providing for such Affiliate or Authorized Wet Lessor to become a party to 

this Agreement. 

30. MISCELLANEOUS 

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

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

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

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

30.2 The relationship of the Parties hereunder shall be that of independent contractors. 

Neither Party is intended to have, and neither of them shall represent to any other Person 

that it has, any power, right or authority to bind the other, or to assume, or create, any 

obligation or responsibility, express or implied, on behalf of the other, except as 

expressly required by this Agreement or as otherwise permitted in writing. Nothing in 

this Agreement shall be construed to create between the Parties and/or the Parties' 

Representatives any partnership, joint venture, employment relationship, franchise or 

agency (except that the Operating Carrier shall have supervisory control over all 

AA-LAN Ecuador CSA Final 26 
passengers during any Codeshared Flight, including any employees, agents or contractors 

of the Marketing Carrier who are on board any such Codeshared Flight). 

303 In the event that there occurs a substantial change in market conditions in general or in 

the condition of either Party, which change is not substantially the result of an act or 

omission of the Party requesting a change or amendment to this Agreement, and which 

change has a material adverse effect on either Party to this Agreement, then American or 

LAN Ecuador may propose a review of or amendment to this Agreement to limit or 

expand any of the terms, to extend the relationship to additional activities or city-pair 

destinations or otherwise to modify in any way the transactions or relationships 

contemplated in this Agreement. However, neither American nor LAN Ecuador will 

have any obligation, for any reason, to effect such an amendment. 

30.4 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. 

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

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

together shall constitute one and the same instrument. 

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

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

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

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

privilege. The rights, remedies, powers and privileges herein provided are cumulative 

and not exclusive of any rights, remedies, powers and privileges provided by law. The 

failure of any Party to insist upon a strict performance of any of the terms or provisions 

of this Agreement, or to exercise any option, right or remedy herein contained, shall not 

be construed as a waiver or as a relinquishment for the future of such term, provision, 

option, right or remedy, but the same shall continue and remain in full force and effect. 

No waiver by any Party of any term or provision of this Agreement shall be deemed to 

have been made unless expressed in writing and signed by such Party. 

30.7 This Agreement is the product of negotiations between LAN Ecuador and American, and 

shall be construed as if jointly prepared and drafted by them, and no provision hereof 

shall be construed for or against any Party by reason of ambiguity in language, rules of 

construction against the drafting Party, or similar doctrine. 

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

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

interpretation and performance of this Agreement. 

30.9 Neither Party shall be liable for any exemplary, pumttve, special or consequential 

Damages, including lost revenues, lost profits or lost prospective economic advantage, 

arising from any performance or failure to perform under this Agreement, even if such 

Party knew or should have known of the possibility thereof, and each Party hereby 

releases and waives any claims against the other Party regarding such Damages. FOR 

THE AVOIDANCE OF DOUBT, THE PARTIES AGREE THE FOREGOING SHALL 

NOT LIMIT A PARTY'S OBLIGATION TO INDEMNIFY THE OTHER IN 

AA-LAN Ecuador CSA Final 27 
ACCORDANCE WITH SECTION 17 FOR DAMAGES ARJSING OUT OF OR 

RELATING TO A CLAIM, SUIT OR CAUSE OF ACTION BY A THIRD PARTY. 

3l. NOTICES 

Unless otherwise expressly required in this Agreement or the Procedures Manual, all notices, reports, 

invoices and other communications required or permitted to be given to or made upon a Party to this 

Agreement shall be in writing, shall be addressed as provided below and shall be considered as properly 

given and received: (i) when delivered, if delivered in person (and a signed acknowledgment of receipt is 

obtained); (ii) three (3) Business Days after dispatch, if dispatched by a recognized express delivery 

service that provides signed acknowledgments of receipt; (iii) seven (7) Business Days after deposit in the 

applicable postal service delivery system; or (iv) if transmitted by facsimile, upon completion of 

transmission and upon confmnation by the sender (by a telephone call to a Representative of the recipient 

or by machine confirmation) that the transmission was received. For the purposes of notice, the addresses 

of the Parties shall be as set forth below; provided, however, that either Party shall have the right to 

change its address for notice to any other location by giving at least three (3) Business Days prior written 

notice to the other Party in the manner set forth above. 

If to American Airlines, Inc.: 

with a copy to: 

4333 Amon Carter Blvd., MD 5635 

Fort Worth, Texas 76155 

Attention: Managing Director- Strategic Alliances 

Responsible for LAN Ecuador Codes hare 

Facsimile: 817-967-3179 

Telephone: 817-963-2261 

4333 Amon Carter Boulevard, MD 5675 

Fort Worth, Texas 76155 

Attention: Corporate Secretary 

Phone: (817) 963-3598 

Facsimile: (817) 967-4313 

If to Aero lane, Lineas Aereas Nacionales del Ecuador S.A. 

with a copy to: 

AA·LAN Ecuador CSA Final 

Av. Orellana Ell-28 y Av. Coruna esq., 

EdifOrellana, 3rd Floor 

Quito, Ecuador 

Attention: 

Facsimile: 

Telephone: 

6500 NW 22 Street 

Miami, Florida 33122 

REDACTED 

Attention: General Counsel, N.A. as US GSA for LAN Ecuador 

Facsimile: (305)871-8736 

[remainder of page left intentionally blank} 

28 
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and 

delivered by their proper and duly authorized officers, as of the Effective Date. 

AERO LANE, LINEAS AEREAS 

NACIONALESDELECUADOR 

S.A. d/b/a LAN Ecuador 1

.. § 

By:~t/UcU~ ~ By: 

Name: Dr. Maximiliano Naranjo 

Title: CEO 

Attachments: 

Annex A - Definitions 

Annex B - Codeshared Routes 

Annex C- Reserved 

Annex D - Reserved 

Annex E- Financial Settlement 

Annex F - Governmental Approvals 

AA-LAN Ecuador CSA Final! 

Name: 

Title: 

29 

AMERICAN AIRLINES, INC. 

~--- Vice President- Strategic Alliances 
ANNEXA 

DEFINITIONS 

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

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

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

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

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

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

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

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

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

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

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

and trade laws, ordinances, judgments, decrees, injunctions, writs, and orders or like actions of any 

Competent Authority and the rules, regulations, orders or like actions of any Competent Authority and the 

interpretations, licenses, and permits of any Competent Authority. 

"Assessment" has the meaning assigned to such term in Section 19.6. 

"ATPCO" means the Airline Tariff Publishing Company. 

"Authorized Affiliate" means with respect to American, American Eagle Airlines, Inc., Executive 

Airlines, Inc. and any air carrier operating flights with American's Code under the ArnericanConnection® 

brand name, currently Chautauqua Airlines, Inc., and with respect to LAN Ecuador, currently no other air 

carrier. 

"Authorized Wet Lessor" has the meaning assigned to such term in Section 2.9. 

''Business Day" means any day other than a Saturday, Sunday or other day in which banking institutions 

in New York, New York USA, or Ecuador, are required by law, regulation or executive order to be 

closed. 

"Carrier Code Box" means (i) for paper tickets, the field containing the two character airline designator 

code as defined in lATA Resolution 727, or (ii) for electronic (or e-) tickets the three alphanumeric 

characters contained in the "Sold Airline Designator (Marketing Carrier)" field as defmed in lATA 

Resolution 722f. 

"CBP" means U.S. Customs and Border Protection. 

"Code" means the two (2) character identifier assigned to a carrier by lATA for the purpose of 

exchanging interline carrier messages in accordance with A1RIMP procedures. 

"Codeshare Commission" has the meaning assigned to such term in Section 6.2. 

AA-LAN Ecuador CSA Final AI 
"Codeshared Flight'' means a flight on which both Parties have placed their respective Codes, as defmed 

in Section 2.1 and Annex B. 

"Codeshared Routes" or "Routes" means the city-pair markets set out in Annex B. 

"Codeshared Passenger" means a passenger traveling on a Marketing Carrier Flight Coupon. 

"Committee" has the meaning assigned to such term in Section 20.1. 

"Competent Authorities" means any supranational, national, federal, state, county, local, regulatory or 

municipal government body, bureau, commission, board, board of arbitration, instrumentality, authority, 

agency, court, department, inspectorate, minister, ministry, official or public or statutory person (whether 

autonomous or not) having jurisdiction over this Agreement or either Party. 

"Conditions of Carriage" means those conditions of contract tariffs and rules of carriage of a Party that 

govern the transport of passengers traveling on tickets showing such Party's Code in the Carrier Code 

Box of the flight coupon. 

"Confidential Information" means (a) all confidential or proprietary information of a Party, including, 

without limitation, trade secrets, information concerning past, present and future research, development, 

business activities and affairs, finances; properties, methods of operation, processes and systems, 

customer lists, customer information (such· as passenger name record or "PNR" data) and computer 

procedures and access codes; (b) the terms and conditions of this Agreement and any reports, invoices or 

other communications between the Parties given in connection with the negotiation or performance of this 

Agreement; and (c) excludes (i) information already in a Party's possession prior to its disclosure by the 

other Party; (ii) information obtained from a third Person or entity that is not prohibited from transmitting 

such information to the receiving Party as a result of a contractual, legal or fiduciary obligation to the 

Party whose information is being disclosed; (iii) information that is or becomes generally available to the 

public, other than as a result of disclosure by a Party in violation of this Agreement; or (iv) information 

that has been or is independently acquired or developed by a Party, or its Affiliate, without violating any 

of its obligations under this Agreement 

"CRS" means a computerized reservations system owned-or operated by any entity, including either Party 

to this Agreement, that contains information about commercial airline schedules, fares, cargo rates, 

passenger and cargo tariff rules and flight availability that is made available to travel agents, cargo agents 

and other non-airline entities to facilitate their ability to make reservations and issue tickets and air 

waybills. 

''Damages" means all third party claims, suits, causes of action, penalties, liabilities, judgments, 

demands, recoveries, awards, settlements, penalties, fines, losses and expenses of any nature or kind 

whatsoever (including, without limitation, internal expenses of the Indemnified Party, such as employee 

salaries and the costs of cooperating in the investigation, preparation or defense of claims) under the laws 

of any jurisdiction (whether arising in tort, contract, under the Warsaw Convention, as amended, or the 

Montreal Convention of 1999, as amended, and related instruments or otherwise), including reasonable 

costs and expenses of investigating, preparing or defending any claim, suit, action or proceeding 

(including post judgment and appellate proceedings or proceedings that are incidental to the successful 

establishment of a right of indemnification), such as reasonable attorneys' fees and fees for expert 

witnesses, consultants and litigation support services. 

"Disclosing Party" has the meaning assigned to such term in. Section 25 .1. 

AA-LAN Ecuador CSA Final A2 
"Ecuador" means the Republic of Ecuador. 

"Effective Date" has the meaning assigned to such term in Section 16.1. 

"Excusable Delay'' has the meaning assigned to such term in Section 21. 

"Frequent Flyer Participating Carrier Agreements" means the agreements, from time to time, between 

the Parties and/or their Affiliates relating to the participation of one Party in the other Party's (or their 

respective Affilate's, as applicable) frequent flyer program. 

"Governmental Approvals" means any authorizations, licenses, certificates, exemptions, designations, 

or other approvals of Competent Authorities that are reasonably required (in the opinion of either Party) 

for the operation of the Codeshared Flights. 

"lATA" means the International Air Transport Association. 

"lATA Clearing House" means the clearing house established by lATA to administer and implement 

revenue settlement by reference to the Revenue Accounting Manual published by IA T A. 

"lATA PMP" has the meaning assigned in Section 6.2(a). 

"Implementation Date" [means the date of the first codeshare service operated under this Agreement]. 

"Inadmissible Passengers" has the meaning defined in lATA Resolution 701, as modified, supplemented 

or amended from time to time. 

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

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

"Indemnifying Party'' has the meaning assigned to such term in Section 17.3. 

"Interline Service Charge" means the payment by the carrier lifting the ticket to the Ticketing Carrier, 

according to the industry program for compensation for the Ticketing Carrier's commission sales costs 

currently set forth in lATA Passenger Services Conference Resolutions 780b and 780d. 

"IOSA" has the meaning assigned to such term in Section 3.1(c). 

"LAN" means LAN Airlines, S.A. 

''LAN Alliance" means LAN and its affiliate airlines including, but not limited to LAN Peru S.A., LAN 

Argentina S.A., Aerolane, Lineas Aereas Nacionales del Ecuador S.A. d/b/a LAN Ecuador, and Aerovias 

de Integracion Regional S.A. d/b/a Aires S.A .. 

"LAN Alliance Member'' means a member of the LAN Alliance. 

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

"Licensed Trademark" has the meaning assigned to such term in Section 13.3. 

AA-LAN Ecuador CSA Final A3 
"Lounge Access Agreemenf' means the agreement, if any, between the Parties and/or their Affiliates 

relating to the access to a Party's (or their respective Affiliate's, as applicable) airport lounges by the 

other Party's Codeshared Passengers traveling on a Codeshared Flight. 

''Marketing Carrier'' means the air carrier whose Code is shown in the Carrier Code Box of a flight 

coupon for a Codeshared Flight but which is not the Operating Carrier. 

"Marketing Carrier Flight Coupon" means a flight coupon (electronic or paper) of a ticket issued by 

the Marketing Carrier, Operating Carrier or a third party for travel on a Codeshared Flight showing the 

Marketing Carrier's Code (i) in the carrier code box in the case of a paper ticket, and (ii) in the 

transporting carrier field in the case of an electronic ticket. 

"Marketing Carrier Indemnified Party" has the meaning assigned to such term in Section 17 .1. 

"Marketing Carrier Reviews" has the meaning assigned to such term in Section 10.3. 

"Marketing Carrier Tickef' means a ticket issued by the Marketing Carrier, Operating Carrier or a 

third-party that contains at least one Marketing Carrier Flight Coupon. 

"Marketing Flight(s)" means a Codeshared Flight when displayed, sold, or referred to as a flight of the 

Marketing Carrier rather than a flight of the Operating Carrier, such as when using the Marketing 

Carrier's name, designator Code and/or flight number. 

"Mutual Emergency Assistance Agreement" means the agreement between the Parties relating to 

provision of assistance by one Party to the other Party in the event of aircraft emergency. 

"oneworldTM Alliance" means the. globally branded multilateral airline alliance in which American 

participates. 

"Operating Carrier" means the air carrier having operational control of an aircraft used for a given 

Codeshared Flight. 

"Operating Carrier Indemnified Party" has the meaning assigned to such term in Section 16.2. 

"Normal Fare" has the meaning assigned to such term in the lATA Prorate Manual Passenger Part 1, 

Section E. 

"Parent Carrier'' means American or LAN Ecuador, when referenced in relation to another carrier that is 

not a party to this Agreement and to which American or LAN Ecuador, as applicable, is Affiliated or from 

whom it wet leases aircraft, as applicable. 

"Party" or "Parties" means either or both of American and LAN Ecuador, as the context requires. 

''Payee" has the meaning assigned to such term in Section 19.4. 

"Payor'' has the meaning assigned to such term in Section 19.4. 

''Person" means any individual, corporation, partnership, joint venture, association, joint stock company, 

trust, unincorporated organization [or (except for the definition of "Affiliate" herein) government or any 

agency, authority or political subdivision of a government]. 

AA-LAN Ecuador CSA Final A4 
''Procedures Manual" means a detailed procedures manual prepared by the Parties for implementing the 

transactions contemplated by this Agreement. 

"Representatives" has the meaning assigned to such term in Section 25 .1. 

''Reservations System" means the internal computerized airline passenger or cargo reservations system 

used by the personnel of an airline that contains information about flight schedules, fares, cargo rates, 

passenger and cargo tariff rules and seat availability of that airline and other carriers, and provides the 

ability to make reservations and issue tickets or air waybills. 

"Rules" has the meaning assigned to such term in Section 22.2. 

"Special Prorate Agreement" means any bilateral agreement, from time to time, between the Parties 

relating to the proration of interline revenue. 

"Taxes" means all taxes, assessments, fees, levies, imposts, duties, stamp taxes, documentary taxes or 

other charges of a similar nature, including, without limitation, income taxes, value-added taxes, sales 

taxes, excise taxes, transactional taxes, exchange control taxes and/or fees, and interest and penalties 

related to the foregoing, but excluding Ticket Taxes, that may be imposed by any Competent Authority 

"Termination Date" means 23:59 Coordinated Universal Standard Time on the date provided in the 

notice of termination given in accordance with Section 16.1. 

"Ticketing Carrier" means a carrier whose traffic documents are used to issue a ticket. 

"Ticket Taxes" means any transactional taxes or passenger facility charges, including, without 

limitation, sales taxes, use taxes, stamp taxes, excise taxes, value added taxes, gross receipts taxes, 

departure taxes, surcharges and travel taxes, and all related charges, fees, licenses or assessments (and any 

interest or penalty thereon) imposed on passengers (or which air carriers or their agents are required to 

collect from passengers) by any authority in any country, or political subdivision thereof or public 

authority operating therein (including, without limitation any national, federal, state, provincial, 

territorial, local, municipal, port or airport authority) or which are levied upon passengers by operation of 

Applicable Law or industry standard. Ticket Taxes together with the taxes referred to in Section 19.1 are 

collectively referred to as "Taxes". 

"TWOV" means a carrier's ability to transport passengers in transit without visas via designated U.S. 

ports of entry to a third country. 

"$" or ''US$" or ''Dollars" means lawful currency of the United States of America. 

"U.S.'' or "United States" means the fifty states of the United States of America, the District of Columbia 

and the Commonwealth of Puerto Rico. 

"USCIS" means the U.S. Bureau of Citizenship and Immigration Services. 

"Wetleased Codeshared Flights" shall have the meaning assigned to such term in Section 2.9. 

"Wet Lessor Marketing Carrier Reviews" has the meaning assigned to such term in Section 2.9. 

AA-LAN Ecuador CSA Final A5 
ANNEXB 

CODESHARED ROUTES 

The Parties shall mutually designate certain flights serving the Codeshared Routes shown below on which 

the Parties shall place their respective Codes. The implementation date for each Codeshared Route shall 

occur on date to be mutually agreed between the Parties, subject to obtaining all Governmental 

Approvals. In the event that all Governmental Approvals have not been obtained by such date for some 

particular Codeshared Route(s), then the implementation date for each such Codeshared Route shall occur 

at a later date as mutually agreed by the Parties. 

Codeshared Routes Operating Carrier 

Guayaquil, Ecuador - Miami, Florida 

Quito, Ecuador -Miami, Florida 

Guayaquil, Ecuador - New York, New York 

XLIAA 

XLIAA 

XL 

Codeshared Routes between AA/AA* Ecuadorian Gateways and: 

Cuenca, Ecuador 

Galapagos, Ecuador (GPS, SCY) 

Guayaquil, Ecuador 

Quito, Ecuador 

Operating Carrier 

XL 

XL 

XL 

XL 

Codeshared Routes between XL/XL* US Gateways and: 

Operating Carrier 

Atlanta, Georgia AA 

Boston, Massachussetts AA 

Charlotte, North Carolina AA 

Dallas, Texas AA 

Denver, Colorado AA 

Fort Lauderdale, Florida AA 

Houston, Texas (IAH/HOU) AA 

New Orleands, Louisiana AA 

New York, New York (LGA, JFK, EWR) AA 

Philadelphia, Pennsylvania AA 

Phoenix, Arizona AA 

San Diego, California AA 

San Francisco, California AA 

Seattle, Washington AA 

AA-LAN Ecuador CSA Final Cl 
AA-LAN Ecuador CSA Final 

ANNEXC 

RESERVED 

C2 
AA-LAN Ecuador CSA Final 

ANNEXD 

RESERVED 

Dl 
AA-LAN Ecuador CSA Final 

ANNEXE 

FINANCIAL SETTLEMENT 

REDACTED 

El 
ANNEXF 

GOVERNMENTAL APPROVALS 

American shall secure and maintain the following governmental approvals: 

1. Economic authority (including Statement of Authorization under 14 CFR, Part 212) from the 

United States Department of Transportation ("DOT") to codeshare with LAN Ecuador over the 

Codeshared Routes. 

2. License from the Direccion General de A viacion Civil of Ecuador to enter into the codesharing 

arrangement with LAN Ecuador. 

LAN Ecuador shall secure and maintain the following governmental approvals: 

I. Economic authority from the Direccion General de A viacion Civil of Ecuador to codeshare with 

American over the Codeshared Routes. 

2. Economic authority from the DOT (including Statement of Authorization under 14 CFR, Part 

212) to codeshare with American. 

AA-LAN Ecuador CSA Final Fl