### 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 ofauthorization 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 sentto: 

### 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 SeniorVice President

- Marketing & 

### Planning and ChiefCommercial Officer AmericanAirlines, Inc. P.O. Box 619616, MD 5628 DFW Airport, TX 75261
KENJI HASHIMOTO Vice President, Strategic Alliances AmericanAirlines, Inc. P.O. Box 619616, MD 5628 DFW Airport, TX 75261
WILLIAM K. RIS, JR. SeniorVice President, Government Affairs AmericanAirlines, 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) 496-5647 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 ofauthorization under ) ) 

### ) ) ) ) 

### ) ) 

### ) 

### 14 CFR Part 212 and related exemption ) under 49 USC§ 40109 (U.S.- Ecuador Codesharing))



# ________________________________)
Dated: November 14, 2011 DocketNo. 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/aAmerican 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 ofauthorization1

### under 14 CFRPart 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 ofthe 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 1and 3 of the 2010 Protocol to Modify the Annexes to the Air Transport Agreement Betweenthe Government ofthe United States ofAmerica and the Republic ofEcuador (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 boththe 2010 Protocol between

as well as the public interest. See Statement ofUnited States International AirTransportation 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 expandtravel opportunities for both U.S. and Ecuadorian travelers and will permitboth American and LAN Ecuador to take advantage ofthe substantially liberalized terms ofthe 2010 Protocol. Americanholds certificate authority for Route 389 to servebetween 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 ofauthorization to display the XL* code in conjunction with foreign air transportation ofpersons, 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 authorityto provide scheduledcombination service between Guayaquil and Quito, on the one hand, and Miami and New York, on the other
As is customary for requests ofthis 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 extensionprovisions ofthe Administrative Procedures Act as aresult ofa 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 ofauthorization to display the AA

## *code in conjunction with foreign air transportation ofpersons, 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 orvia 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 ofthis 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 oftheir 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 ofJune 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 ofthe LANEcuadorIOSAcodesharesafety audit. TheFAA lias rated'Ecuadoras, aCategory 1 country.



### 3

### JOINT APPLICATION OF LAN ECUADOR AND AMERICAN

The Joint Applicants request prompt approval ofthis Application in order to facilitate the initiation ofthe American/LAN Ecuador codeshare 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 cjsimpson@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. 1101 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 ofNovember2011, a copy ofthe 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 ofRegulatory 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

AnitaMosner JenniferNowak Counsel for United Parcel Service Holland & 

### Knight 2099 Pennsylvania Avenue, NW Suite 100 Washington, D.C. 20006 Anita.mosner@hklaw.com Jennifer.nowak@hklaw.com

Alexander Van Der Bellen JeffMorgan DeltaAir 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 LawOffice ofJohn 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 PolarAir Cargo, Inc. 1747 PennsylvaniaAvenue, N.W. Suite 875 Washington, D.C 20006 kevin.rnontgornery@ polaraircargo.corn peter.beckett@polaraircargo.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 Avenue, 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 FedEx Express 3620 Hacks Cross Road Building B, 3rd 

### Floor Memphis, TN 38125 cefelts@fedex.corn

### ExhibitA 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

### ExhibitB American

- LAN Ecuador Codeshare Agreement

4Execution Copy



### CONFIDENTIAL

CODESHAREAGREEMENT

between

AMERICANAIRLINES, INC.


### and
AEROLANE,LINEAS AEREAS NACIONALES DELECUADOR S.A.



### d/b/aLANECUADOR

AA-LANEcuadorCSA FinalTABLE OF CONTENTS 1. DEFINITIONS

................................................................................................................................. 1 2. CODESHARE SERVICE

................................................................................................................ ! 3. IMPLE:MENTATIONAND_EXPENSES

......,.................................................................................4 

### 4. INVENTORY CONTROL

### AND PROCEDURES

..........................................................................5 5. MARKETING ANDPRODUCTDISPLAY

...................................................................................6 6. TRAFFIC DOCUMENTISSUANCEANDFINANCIAL SETTLEMENT

...................................7 7. FACILITIES

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

......................................................................................................................................8 9. SECURITY

......................................................................................................................................9 10. SAFETYAND MAINTENANCE

...................................................................................................9 11. FREEAND REDUCED RATETRANSPORTATION

................................................................10 12. OTIIERMARKETINGPROGRA.MS

...........................................................................................lO 13. TRADEMARKS AND CORPORATE IDENTIFICATION

......................................................... 10 14. REPRESENTATIONS ANDWARRANTIES

.............................................................................. !I 15. GOVERN:MENTALAPPROVALS

.............................................................................................. 12 16. TERM

.............................................................................................................................................l3 17. INDEI'\1NIFICATION

.................................................................................................................... 15 18. INSURANCE

................................................................................................................................. 18 19. TAXES

...........................................................................................................................................l9 20. JOINTMANAGEMENTCOMMITTEE

......................................................................................21 21. FORCEMAJEURE

........................................................................................................................21 22. GOVERNING LAWAND DISPUTE RESOLUTION

.................................................................22 23. COVENANTTO COMPLY WITHALLLAWS

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

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

....................................................................................................................23 26. ASSIGN:MENT

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

...........................................................................................................................24 28. EXCLUSIVITY

.............................................................................................................................25 29. FURTHERASSlJRANCES

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

.......................................................................................................................26 31. NOTICES

..................................................................................................................:....................28

AA-LAN EcuadorCSA FinalCODESHAREAGREEMENT

This CODESHAREAGREEMENT (this "Agreement''),datedas ofOctober_, 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, FortWorth, Texas 76155 United States ofAmerica ("American"), and Aerolane, LineasAereasNacionales del EcuadorS.A. d/b/a LANEcuador, a corporation organized underthe laws ofEcuador, having itsprincipal office atEdif Orellana, Av. OrellanaEll-28 y Av. Coruna esq., 3rdFloor, Quito, Ecuador ("LAN Ecuador'').
In considerationofthe mutual covenants and promises in thisAgreement, 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 ofthis Agreement or where they are elsewhere defined herein (including the Annexes hereto). Such ascribed meanings shall be equally applicableto both the singular and plural forms ofsuch terms. American and LAN Ecuadormayeach be referred to as a "Party"andmaycollectively bereferred to as the ''Parties". 1.2 The Parties agree that accepted industry procedures and agreements relating to the interlining ofpassengers and baggage, including those set forth in 

### JAT 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. CODESHARESERVICE 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 theirAuthorizedAffiliates and Authorized WetLessors, 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 ofthe 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 ratherthan theXLCode 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 EcuadorCSAFinal 1and 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 byreference into and made a part ofthis Agreement; provided, however, thattheterms ofthis Agreement shall prevail inthe event ofa conflict between a provision ofthis Agreement and any provision ofthe Procedures Manual. 2.3 The Operating Carrier for each Codeshared Flight shall provide to the Codeshared Passengers, ata minimum, the same standard ofcustomer service as it providesto its own passengers traveling in the same class ofservice, 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 ofservice on its flights. Minimum customer service standards, general passenger service procedures, and policies for the Codeshared Flights, including baggage services, are detailed in the ProceduresManual. 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 determinethe service schedules ofits 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 ofsuch 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 OperatingCarrierwith respectto a CodesharedFlight, the OperatingCarrier shall: (a) ensure that all passengers will be handled in accordance with the same policies and procedures to avoid any discrimination againsta 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 EcuadorCSA Final 2Passengers, in the same manner as itdoes to its own passengers and subjecttothe provisions oftheProcedures Manual andApplicableLaw; and (c) notifytheMarketingCarrierin accordancewiththe ProceduresManual. 2.7 The Conditions ofCarriage ofthe Marketing Carrier, including its limits ofliability 

### to passengers, shall govern the transportation ofCodeshared Passengers, andthe Conditions ofCarriage ofthe 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 ofCarriage ofthe 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 ofthe Parties to each otherwith respectto passengerclaims 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 operatingcertificate ofanAuthorized Affiliate orAuthorized WetLessor. {b) Ifthere 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 ofscheduled departure, the MarketingCarriershall be deemed to have insufficient time to notify Codeshared Passengers ofthe change. The Marketing Carrier may thereupon continue to notify Codeshared Passengers ofthe change in accordance with its customerservicepolicies ifit is ableto 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 ofcheck-in. In the event re-accommodation is necessary either because the substituted carrier is not an Authorized Affiliate orAuthorized Wet Lessor, or because a Codeshared Passenger who is notified of such a change elects notto travel onthe 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 ofcarriage and ApplicableLaw. 2.9 Notwithsmnding anything in this Agreement to the contrary the Operating Carrier may, at its sole discretion, operate any or all ofthe Codeshared Flights with aircraft operated under the operating certificate ofa third partycarrier(an "Authorized WetLessor") and wetleased by such Authorized Wet Lessor to the Operating Carrier for the purpose of operating such Codeshared Flights (such CodesharedFlights hereafterto be referred to as "Wetleased Codeshared Flights"); provided, however, that (i) prior to operating any such Wetleased Codeshared Flights any Authorized WetLessor shall be approved bythe Marketing Carrier in writing, which approval may be withheld intheMarketing 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 ofthis 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 EcuadorCSA Final 

### 3completion ofthe 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 (ifany) shall be subject to all ofthe terms and conditions ofthis Agreement as ifthey 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 ofthe IOSA registration at any time during the term ofthis 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, atthe sole cost ofthe 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 preventthe Marketing Carrier from, at its sole discretion and at its sole cost and expense, performing additional safety audits ofsuch Authorized Wet Lessor and the aircraft to be used for the operation ofsuch 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 WetLessor's operations. 3. IMPLE1\1ENTATIONAND EXPENSES 3.1 Implementationofthis Agreement shallbe subjectto 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 Ecuadorofall necessary Government Approvals; (c) successful completion by LAN Ecuador ofthe IA T A Operational Safety Audit (''IOSA")registration; (d) successful implementation and testing ofcodeshare (EDIFACT) and passenger processing automation. 3.2 Each Party shall bear its own costs and expenses ofperformance under this Agreement, including, without limitation, costs and expenses associated with the following, unless otherwise agreed in writing between the Parties: (a) any systems to support the automation ofprocedures and settlement relating to the Codeshared Flights (e.g., PNR exchange, yield management, revenue accounting, etc.), includingroutine maintenancethereof, and (b) roadside, exterior, check-in, concourse, gate and baggage service signage placed at airports and city ticket offices in locations served bythe Codeshared Flights in ordertofacilitate travel on the CodesbaredFlights.

AA-LAN EcuadorCSA Final 4

### 3.3 Each Party shall retain all right, title and interest in systems, software, signage, equipment and facilities funded by it. Ownership ofjointly funded items shall be determined by the Parties in advance ofeach specificproject. 

### 4. INVENTORY CONTROLAND PROCEDURES 4.1 The availability ofMarketing Flights will be controlled by standard AVS (availability status) ofthe Operating Carrier. TheMarketing Carrierwill have access to the Operating Carrier's local inventory class availability through an automated computerized interface, which both Parties will maintain throughout the term ofthis Agreement, to expedite the sale ofseat inventory on the Codeshared Flights. Detailed procedures for implementing and maintaining seatinventory access are contained intheProceduresManual. 4.2 The Parties will map inventory classes ofthe 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 ofthe 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 overthe opening, closing and other management ofseat inventory availability on CodesharedFlights. Each Party shall use commercially reasonable efforts to provide equal inventory access to Codeshared Passengers in inventory classes where such passengersyield comparablerevenues as the Operating Carrier'spassengers. 4.3 This Section 4.3 shall govern the published fares ofthe Marketing Carrier offered on CodesharedFlights as follows: (a) For Routes served by onlyone Party, or its Affiliates, fares and fare rules filed by the Marketing Carrier for codeshare itineraries will match those ofthe Operating Carrier. (b) ForRoutes served by both Parties ortheirAffiliates, the fares and fare rules filed by the Marketing Carrier will match eitherthose filed for its own flights orthose filed bythe 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 Carrieron 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 ofthe one-stop operator orapply the fares and fare rules ofits own non-stop service. (e) In 

### the event ofthe Marketing Carrier's breach ofSections 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 ofthe Marketing Carrier or remove the Code ofthe Marketing Carrier from the flight(s) in question, or to temporarily remove its 

### own Code from the

AA-LAN EcuadorCSAFinal 5flight(s) operated by the defaulting Party on the Routes where the breach occurred. (f) Nothing in this Agreement shall preventthe 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 citypair. 4.4 Each Party shall establish fares and rates independently, subject to the provisions ofthe 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 pursuanttothis Agreement, onthe otherhand. 5. MARKETINGAND PRODUCTDISPLAY 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 ofany applicable Competent Authority. The Marketing Carrier shall comply with 14 C.F.R. Parts 257 and 258, and any other applicablerules regarding the disclosure and holding out ofCodeshared Flights provided for herein in thejurisdiction 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 ofand operated by the Operating Carrier. Such information shall be given before a reservation is made and in any event at the earliest reasonable opportunity and before the passenger arrives at the airport, in accordance with Applicable Law. In addition, each Party shall use commercially reasonable efforts to implement procedures to disclose the Operating Carrier and the appropriate departure and arrival terminal atthe earliestpossible opportunity and in particularatthepoint ofsale. 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 ofMarketing Flights or connections to and from such flights in Airline Guides, CRSs, Reservation Systems and other sources of airline schedule information shall 

### be borne bythe Marketing Carrier. Each Party shall include the Codeshared Flights in its Reservations Systems. 5.3 Ifthe Marketing Carrier is not authorized to offer air transport services in a particular local Codeshared Route, the Marketing Carriershall 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 IAT 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 onlineto anotherflight marketed and/or operated bythe Marketing Carrier).

AA-LAN EcuadorCSA 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 ofpromoting the Codeshared Flights shall clearly identify both Parties. All joint advertising and promotion of the Codeshared Flights shall be subjectto prior agreement between the Parties and the costs ofsuchjoint 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., airtraffic control). 6. TRAFFICDOCUMENTISSUANCE 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 CarrierFlight Couponshonored on Codeshared Flights shall be uplifted by the Operating Carrier, which is responsible for processing and billing ofsuch documents as follows: (a) The Operating Carrier shall bill uplifted coupons to the Ticketing Carrier using the normal interline settlement process ofthe 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 ("lATAPMP"), 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 IAT A PMP. 

### (c) If 

### the Operating Carrier has an interline traffic agreement with a Ticketing Carrierthat issued a Marketing CarrierTicket 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 ofthe Marketing Carrier for the aggregate Codeshare Commission

AA-LANEcuadorCSAFinal 7

### through the IAT 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 October2011 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 HandlingFee, 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 (001) ticket stock, or on otherticket stock, but naming American in the CarrierCode 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 ofthis Agreementto facilitate the reaccommodation ofanyCodeshared Passengersticketed for travel after the TerminationDate. 6.6 Differences that may appear after the billing process has been completed shall be rectified by written correspondence ora meeting between theParties. 6.7 In

### a sufficient amount oftime beforethe Implementation Date, the Marketing Carrierwill 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 ofthe CodeshareAgreement, for updating its Marketing Flightnumbers 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 theplacement ofsuch signs, subjecttothe approval ofthe relevant airport authority orother 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 EcuadorCSA Final 8Flights 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 ProceduresManual. 8.2 The Parties shall share any training materials (except trade secrets and legal advice) developed to supportthe CodesharedFlights. All intellectual property or similarrights to any materials exchanged shall remain with the Party who originally developed such materials. 

### 9. SECURITY 9.1 The Parties shall cooperate in matters of security procedures, requirements, and obligations atall 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 ofall 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 CompetentAuthorities and be reasonablyacceptable to the Marketing Carrier, 

### with the understanding that safety and security are ofthe 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 ofbaggage orcargo. 9.3 The checking ofthe travel documents ofeach 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 timeto time) shall be done in accordance with theprocedures outlined in the Procedures Manual. 

### 10. SAFETYAND MAINTENANCE 10.1 The Operating Carrier has operational control of the aircraft and final authority and responsibility concerning the operation and safety of the aircraft and its passengers, including Codeshared Passengers. The Operating Carrier shall employ the same high standards ofsafety, security and loss prevention policies onthe Codeshared Flights as on its own flights. Emergency support shall, at a minimum, be in accordance with the Mutual Emergency AssistanceAgreement in force betweenthe Parties. 10.2 The Operating Carrier shall have sole responsibility for the maintenance ofits leased and owned aircraft, and for other equipment used in connection with the Codeshared Flights. Maintenance 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 CarrierReviews 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 EcuadorCSAFinal 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. FREEAND 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. OTHERMARKETINGPROGRAMS 12.1 The Frequent Flyer Participating Carrier Agreements shall govern the participation of eachParty in the frequent flyer program ofthe otherParty orofits 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 oftheir departure in accordance with the terms ofthe Lounge Access Agreementbetween 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.", "AmericanAirlines", "American", "American Eagle", "AAdvantage", "Aerolane, Lineas Aereas Nacionales del Ecuador S.A.", "LAN Ecuador'', "LAN", or ''LANPass" in any marketing, advertising orpromotional 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 otherproprietary intellectual property. 13.2 Except as expressly provided herein, no right, property, license, permission or interest of any kind in the use ofany 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 ofthis Agreement.

AA-LAN EcuadorCSA 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 ofthe other, whether registered or not, are and shall at all times remain the exclusive property ofthe otherParty, and may not be used without the prior written consent ofsuch 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 ofthe Party owning such marks, whether registered or not. Should any right, title or interest in the logos, trademarks, service marks ortrade names ofa Party become vested in the other Party, the latter Party shall hold such right, title and interest in trust for the benefit ofthe former Party and shall, at the request ofthe former Party, promptly and unconditionally assign such right, title and interestto the former Party without royalties or compensation ofanykind. Each ofLAN Ecuador and American hereby grants to the other, a non-exclusive, non-transferable, royalty-free license for the term ofthis 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 CarrierAgreements. 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 ofAerolane, Lineas Aereas Nacionales del Ecuador S.A." or "American Airlines is a service mark of American Airlines, Inc.", as the case may be, or similarwordsto thateffect 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 LicensedTrademark. 13.6 Each Party has sole discretion to determine the acceptability of both the quality and presentation ofadvertising and promotional materials using its Licensed Trademark. 13.7 Each Party is responsible for providing to its own authorized agents and airport locations the agreedpromotional 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 ofitsjurisdiction ofincorporation; is an air carrierduly authorized to act as such by the government ofits country ofincorporation; and has the requisite corporate power and authority to enterinto and perform its obligations underthis Agreement. The execution, delivery, and performance ofthis 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-LANEcuadorCSAFinal 

### IIexecution, and delivery by the other Party hereto, this Agreement constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms, except to the extent that enforceability may be limited or modified by the effect ofbankruptcy, insolvency or other similar laws affecting creditors' rights generally, andthe application ofgeneral principles ofequity and publicpolicy. (b) The execution, delivery or performance by it of this Agreement, shall not: (i) contravene, conflict with or cause a default under (A) any Applicable Law, rule or regulation binding on it, or (B) any provision of its Charter, Certificate of Incorporation, Bylaws or other documents of corporate governance; or (ii) contravene, or cause a breach 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 ofit or its Affiliates, taken as a whole, or on its abilityto perform this Agreement. (c) The execution, delivery and performance by it ofthis Agreement do not require the consent or approval of, or the giving ofnotice to, the registration with, the recording or filing ofany documents with, or the taking ofany other action in respect of, any 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 beobtained 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 onthe transactions contemplated in this Agreement. (d) Each ofthe foregoing representations and warranties shall survive the execution and delivery ofthisAgreement. 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 anyotherGovernmental Approvals thatmayhereafter be identified. 15.2 Ifthe 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 endeavorto obtainapproval oftheremainingcity-pairmarkets. 15.3 Ifthe Parties obtain none of the Governmental Approvals required for the Codeshared Routes listed in AnnexB withinthree hundred sixtyfive (365) days oftheEffectiveDate, or if all of such Governmental Approvals are given with substantial unfavorable restrictions orconditions (each Partyto determine in its sole discretion the reasonableness of such restrictions or conditions), the Parties shall negotiate in good faith to find an equitable solutionto enablethe commencement ofthe Codeshared Route(s). Ifa 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 noticetothe otherParty.

AA-LAN EcuadorCSA Final 12

### 15.4 Each Party shall immediately provide the other Party with copies ofany correspondence or notices it 

### receives from any Competent Authority with respect to the Codeshared Routes, Codeshared Flights or this Agreement, including with respect to the airworthiness ofthe aircraft used for the Codeshared Flights or noncompliance by the Operating Carrierwith operational, training or safetyrules 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 (TerminationEvents), Section 21 (ForceMajeure) or Section 27 (Severability), or Annex B (Codeshared Flights). Implementation of this Agreement shall be on the Implementation Date, subject to the Parties' execution ofthe Mutual Emergency Assistance Agreement. 16.2 In 

### addition to any other termination rights provided herein, this Agreement may be terminated as follows: (a) atany time by mutual written consent ofthe Parties hereto; (b) 

### by either Party at any time for conenienve and without cause upon 

## REDACTED priorwritten notice tothe otherParty; (c) by the non-breaching Party upon the breach of a material term, covenant,

. representation or warranty ofthis Agreement (otherthan a breach ofa payment obligation under Section 6 ofthis Agreement orthe failure to otherwise pay any sums due pursuant to this Agreement), including a failure to comply with any material obligations and procedures setforth 

### 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 ifthe breaching Party corrects such breach within thirty (30) days following receipt of such notice. Ifsuch 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 oftime 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 ofthenotice; (d) by the non-breaching Party upon the breach of a payment obligation under Section 6 ofthis Agreement orthe failure to otherwise pay any sums due to the non-breaching Party pursuantto this Agreement bythe 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 ofsuch notice, correct such breach; (e) at any time by either Party upon written notice ifthe other Party (i) makes an assignment for the benefit ofcreditors; (ii) 

### suspends the payment ofor admits in writing its inabilityto pay, orgenerally fails to pay, its debts as they become due; (iii) 

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

AA-LAN EcuadorCSAFinal l3and/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 ofjudgment that ·may have a material adverse effecton it and that is notdismissed, satisfied or stayedwithin sixty (60) days; or (v) files 

### a petition for bankruptcy, composition, corporate reorganization, corporate liquidation, arrangement or special liquidation proceedings; or (vi) ceases all ora substantial part ofits 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 ofwritten 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 overeightypercent (80%) ofits voting stock and, ifthe Party hereto is not the surviving entity, the surviving entity assumes all of the obligations and responsibilities ofthe Party under this Agreement; (ii) that such other Party has sold or otherwise transferred all or substantially all ofits assets to any other Person or entity; (iii) that such other Party has had twenty percent (20%) or more ofits voting stock acquired, directly or indirectly, by a third-party (or third-parties acting as a group) in one or a series oftransaction and, as a result, such third-party (orgroup) has the right to direct the management and policies ofthe Party, or (iv) that more than fifty percent (50%) ofits 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 ofan occurrence ofany ofthe 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 inthe eventthatithas reason to suspect orbelieve orin the event that: (i)

(ii)

(iii)

(iv)

AA-LANEcuadorCSAFinal the other Party has suffered a significant emergency or serious incident or accident orreceived a serious threat that relates to any ofthat Party's flights orto a Codeshared FlightorCodeshared 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 ofTransportation (DOT), the United States Department of Defense (DOD) or the United States Department of Homeland Security (DHS), orthe counterpart authorities in Ecuador, has ordered in writing or orally that the Marketing Carrier's Code be removed from Codeshared Flights orCodeshared Routes operated by the Operating Carrierfor anyreason whatsoever; or the civil aviation authority ofEcuadoror 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


### 14Ecuador receiving a rating of Category2 from the Federal Aviation Administration (FAA), or the United States receiving an equivalent rating from counterpart authorities in Ecuador, respectively. Ifa Party suspends this Agreement pursuant to this Section, as soon as the reason for the suspension no longer exists it shall notify the other Party and this Agreement will recommence within thirty (30) days after the date ofnotice 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 suspensionterminate this Agreementbygivingnotice in writingto the otherParty. Ifthis 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 Carrierusing ordinary interline procedures but giving effect to the revenue settlement methodology provided for in Section 6 ofthis 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 onMarketing CarrierTickets. The Marketing Carrier shall be solely responsible for transferring the reservations ofsuch passengers to othercarriers ormaking otheralternative arrangements. 

### 17. INDEMNIFICATION 

### I7.1 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 orAuthorized 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) anyofthe following: (a) the death ofor injury to or delay ofpersons, 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 outofthe death oforinjuryto Codeshared Passengers traveling on Marketing Carrier Tickets irrespective of conditions or liability limits that apply ormay purportto apply); (b) the death oforinjuryto, orloss ordamage toproperty of, third parties notcarried on board the aircraft operated by the Operating Carrier but occurring in connection with such operations;

AA-LAN EcuadorCSAFinal 

### 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

### .QUorSection 17.2(a) or.(hl; (d) the OperatingCarrier's breach ofany ofits representations orwarranties setforth in Section 14 ofthis Agreement; or (e) infringement of a third-party's intellectual property or similar rights by the OperatingCarrier's logos, trademarks, servicemarks 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 OWNNEGLIGENCE (BUTNOTWILLFULMISCONDUCT). 17.2 Subject to the indemnities provided in Section 17.1(a), and without prejudice to any other written agreement or arrangement ofeither Party to indemnify the other Party, the Party that is the Marketing Carrier (or whose Affiliate is the Marketing Carrier) shall indemnify, defend, and hold harmless the Operating Carrier and its Affiliates and their respective directors, officers, employees, and agents (each individually an, orcollectively 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, oroccurring in connection with) any ofthe following: (a) the death ofor injury to or delay ofpersons, or delay or loss ofor 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 OperatingCarrier, butonly to the extentcaused bythe willful misconduct ofthe Marketing Carrier; (b) the death oforinjuryto, orloss ordamage toproperty 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 ofthe 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{hlor 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 ofthe limits of liability under the Warsaw Convention, as amended, orthe 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 EcuadorCSAFinal 16limits 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 ofany Damages that is in excess ofthe 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 compliedwith all IATA ticketingprocedures; (e) the Marketing Carrier's breach of its representations or warranties set forth in Section 14 ofthisAgreement; or (f) infringement of a third-party's intellectual property or similar rights by the MarketingCarrier's logos, trademarks, servicemarks ortrade 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 ofthis 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, thatthe failure to give suchnotice shall notrelievethe IndemnifyingParty ofits obligations hereunderexceptto the extent that such failure is materiallyprejudicial 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 oforto settle any such third-party claim. The IndemnifYing Party shall have the right to electto 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 ofbeing 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 limitedto the amount ofany such proposed settlement. Ifthe IndemnifYing Party fails to take any action against the third-party claim that is the subject ofan Indemnification Notice within 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 ordefend against such third-party claim for the account, and at the expense, ofthe IndemnifYing Party. Except as set forth in this Section 17.3, the Indemnified Party shall notenter into any settlement orothercompromise orconsentto a judgment with respect to a third-party claim to which the IndemnifYing Party has an indemnity obligation withoutthe priorwritten consent oftheIndemnifYing Party. 17.4 Each Indemnified Party shall havethe right, but notthe duty, to participate in the defense ofany claim with attorneys ofits own choosing and at

### its own cost, withoutrelieving the Indemnifying Party ofany obligations hereunder. In addition, even ifthe Indemnifying Party assumes the defense of a claim, the Indemnified Party shall have the right to assume control ofthe defense ofany claim from the IndemnifYing Party at any time, and to electto settle ordefend against such claim; provided, however, theIndemnifYing Party shall have no indemnification obligations with respect to such claim except for the costs and expenses ofthe Indemnified Party(otherthan attorneys' fees incurred in participating in the defense ofsuch claim) incurred priorto the assumption ofthe defense ofthe claim bythe Indemnified Party.

AA-LAN EcuadorCSAFinal 1717.5 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 IndemnifYingParty would 

### be responsible for paying, which resulted from anytransaction oractivity contemplated bythis Agreement. 17.6 The rights and obligations of the Parties under this Section 

### 1 7 shall survive the Termination Date orexpirationofthis Agreement. 18. INSURANCE 18.1 The Operating Carrier shall procure and maintain for the benefitofthe Marketing Carrier during the term of this Agreement with insurance carriers of known fmancial responsibility, insurance ofthe type and in the amounts listed below: (a) Third Party Legal Liability in respect ofall operations, including but not limited to aircraft (owned and non-owned) liability (including risks hijacking and allied perils), passengerand crewbaggage 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 ofcontribution from any insurance carried bythe Marketing Carriertothe extent ofthe 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 ofthe protections afforded the Marketing Carrier under the indemnity specified in Section 17.1, (ii) contain a severability of interest clause and a breach ofwarranty clause in favor ofthe 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 ofliability ofnot 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 ofliability 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 ofliability to no less than USD $750,000,000 perany one occurrence for each aircraft by April30, 2012.

AA-LAN EcuadorCSA Final 18

### (c) Hull all risk insurance, including warrisk, and such policy shall include a waiver ofsubrogation in favor ofthe Marketing Carrier to the extent ofthe 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 ofinsurance evidencing such coverage no less than thirty (30) days priorto the commencement ofthe first Codeshared Flight, and thereafter within five (5) Business Days ofthe date ofany renewal ofsuch 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 thattheMarketing Carrier shall be notified ofany expiration or renewal ofsuch coverage. The notice period in respect ofwar and allied perils coverage shall be seven (7) days or such lesser period as is or may be available in accordance with the policyproviding 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 ofa similar nature) on the revenues or income or any measure thereofwhich is attributable to it in 

### connection with the sale ofairtransportation pursuant tothis Agreement. 19.2 The Party that acts as the Ticketing Carrier in respect ofany 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 CodesharedFlights. (b) The Ticketing Carrier shall collect any interlineable Ticket Taxes levied in connection with the sales ofthe Codeshared Flights. Ifthe Ticketing Carrier is the Marketing Carrier or a third-party, the Operating Carrier shall report and issue a debit invoice to the Ticketing Carrier through the lATA Clearing House for any interlineable Ticket Taxes levied in connection with the sales ofthe Codeshared Flights. The Operating Carrier shall remit to taxation authorities all such interlineableTicketTaxes. (c) The Operating Carrier may bill the Ticketing Carrier for any Ticket Taxes due or payable on or measured by passenger enplanement and payable or remittable by the Operating Carrier or the Marketing Carrier 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 EcuadorCSAFinal 

### 1919.3 Notwithstanding the provisions ofSection 19.2, ifthe Ticketing Carrier is prohibited by law from collecting certain Ticket Taxes in the country where tickets are sold or where travel documents are issued, then the Ticketing Carrier is relieved only from collecting such Ticket Taxes so prohibited by law and shall notify the Operating Carrier within thirty (30) days ofthe enactment ofsuch 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 TicketTaxes from thepassenger. 19.4 Both Parties acknowledge that the tax laws ofthe countries in which they may operate in connection with the Codeshared Flights may require withholding ofTaxes on certain of the payments that either ofthe Parties or their agents (the ''Payor") may be required to pay to the otherParty (the "Payee"), underthis Agreement. Itis agreed that payments to the Payee shall be exclusive ofsuch withholding, provided however, that the Payor shall inform the Payee in writing with at least forty five (45) days' advance notice ofits intent to withhold the Taxes and the legal basis for such withholding. The Payor shall inform the Payee: (a) within fifteen (15) days ofreceipt by the Payor of any directives that may be giventothe Payorby such taxation authority; and (b) within fifteen (15) days of payment by the Payor to the relevant taxation authoritythe amounts withheld by Payor. 19.5 ForU.S. income tax purposes, LANEcuador shall annually and timelyfurnish 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 ofSection 19.4, the Payor shall provide to the Payee within thirty (30) days ofsuch withholding a tax receipt and copies ofany support for the payment as may be necessary to support a claim by the Payee ofa foreign tax creQ.it underApplicable Laws. 19.6 IfeitherParty receives notice from any taxation authority with respect to any assessment orpotential assessment orimposition ofany 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 ofreceipt ofsuch notice. Ifthe Partyreceiving 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 suchAssessmentin accordance with theprocedures setforth in Section 17. 19.7 Notwithstanding the foregoing, in accordance with applicable laws and regulations, each Party agrees to work towards expediting the attainment ofany available tax exemptions and fees to prevent the withholding ofprofits 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 EcuadorCSA Final 

### 20Ecuador for the necessary period, instead ofsubmitting same to the U.S. Department of Treasury. 20. JOINTMANAGEMENTCOMMITTEE 20.1 Coincident with the execution of this Agreement, American and LAN Ecuador will create ajointmanagement 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 priorwritten 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 eitherParty. 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 ofthe Committee. 20.2 The Committee will oversee the management of the transactions and relationships contemplated in this Agreement, and, in that capacity, will review the planning and implementation ofthe cooperative services ofAmerican and LAN Ecuador, and their respective airline Affiliates. The Committee will, as part ofits responsibilities, monitor customer service quality, system development, performance of Codeshared Flights, marketing approach and techniques, shared use offacilities, 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 ofthe 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,jointpurchasing offuel and other items, facilities consolidation, maintenance, insurance, and the provision of management services and systems byAmerican and/orLANEcuador and theirrespective 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 LANEcuador. 21. FORCEMAJEURE Except with respect to the performance ofpayment, 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 ofterrorism, natural disaster, strike, lockout, labor dispute, work stoppage, fire, serious accident, epidemic orquarantine restriction, actofgovennnent orany othercause, whether similarordissimilar, beyond the control ofthat Party; and (b) is nottheresult ofthat Party's lack ofreasonable diligence. Ifan 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 EcuadorCSA Final 21

### 22. GOVERNING LAWAND DISPUTERESOLUTION 22.1 This Agreement shall in all respects be governed by and construed in accordance with the laws ofthe State ofNew York (withoutregard to its conflict oflaws principles) including all matters ofconstruction, validity and performance. 22.2 All disputes arising out ofor in connection with this Agreement shall be fmally settled under the Rules ofArbitration ofthe International Chamber ofCommerce (the ''Rules") by a panel ofarbitrators appointed in accordance with such Rules. The arbitration panel shall consist ofthree (3) arbitrators who are knowledgeable about the legal, marketing, and otherbusiness aspects ofthe 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 ofthe 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 ofNew York and ofany State Court sitting in New York, for purposes ofenforcing any arbitral award or for other legal proceedings arising out ofthis Agreement or any transactions contemplated in this Agreement. Each Party, to the fullest extent it may effectively do so under substantive governing law applicable to this Agreement, also irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is notsubjectto thejurisdiction ofany such court and any objection that it may have as to venue or inconvenient forum in respect ofclaims oractions brought in such court. 22.4 Each Party irrevocably designates, appoints, authorizes and empowers as its agent for service ofprocess the Secretary ofState ofthe State ofNew York or C.T. Corporation System at its offices presently located at 111 Eighth Avenue, 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, orproceeding ofthe nature referred to in this Section 22 in any State or Federal court sitting in New York. Each Party has empowered the Secretary ofState ofthe State ofNew York or C.T. Corporation System as its agent for service ofprocess by the granting ofpower ofattorney. Such designation and appointment will continue unless and until notice is given. Nothing in this Section 22 affects the right ofany Partyto serve process in any mannerpermitted by law, orlimits anyrightthat any Party may have to bring proceedings against the otherParty in the courts ofanyjurisdiction orto enforce in any lawful manner ajudgment obtained in onejurisdiction in 

### anyotherjurisdiction. 22.5 LAN Ecuador and American each acknowledge that the transactions contemplated in this Agreement involve commercial activity carried on in 

### the United States ofAmerica To the extentthat eitherParty or any ofits property is orbecomes entitled atany 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 thejurisdiction ofanycourtofcompetentjurisdiction, from service ofprocess, from attachment prior tojudgment or afterjudgment, from attachment in 

### aid ofexecution 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 EcuadorCSAFinal 

### 22with 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 subjectto withdrawal in anyjurisdiction. 23. COVENANTTO COMPLYWI1HALLLAWS 23.1 In performing its obligations under this Agreement, each Party shall, at its own cost and expense, fully comply with, and have all licenses under, all applicable federal, state, provincial and local laws, rules and regulations ofthe United States, Ecuador and all third countries including rules and regulations promulgated by the U.S. National Transportation Safety Board, U.S. Department ofTransportation, U.S. Federal Aviation Administration, the U.S. Department of Defense, the U.S. Department of Homeland Security and the counterpart agencies in Ecuador. EachPartyfurther agrees to participate in (i)theAdvance Passenger Information System (APIS)program wherebythe Operating Carrierwill, upon request, supplyU.S. Customs and BorderProtection ("CBP") with the required passenger manifest data from its flight(s) inbound to and outbound from the United States at the time ofdeparture; (ii) the U.S. Department ofHomeland Security ("DHS") Electronic System for Travel Authorization ("ESTA"), and (iii) the DHS Secure Flightprogram. 23.2 IfeitherParty has notice that a provision ofthis 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 ofthe perceived violation ofregulation and supporting written materials that facilitate the other Party's investigation of such perceived violation. 24. PUBLICITY Except as required byApplicable Law, neither Party may issue anywritten press release concerningthis Agreement withoutthepriorwrittenconsent ofthe otherParty, which consent shall not beunreasonably withheld ordelayed. 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 ofall Confidential Information ofthe other Party (including its Affiliates) received directly orindirectly as a result ofthis Agreement. Ifa Party (the ''Disclosing Party'') is requested to disclose any Confidential Information of the otherParty (the "Affected Party")under theterms ofa subpoenaor order issued by a court or governmental body, it shall (a) notify the Affected Party immediately ofthe existence, terms, and circumstances surrounding such request, (b) consult with the Affected Party on the advisability oftaking legally available steps to resist or narrow such request, and (c) ifany disclosure ofConfidential Information is required to prevent the DisclosingPartyfrom beingheld in contempt orsubjectto other legal penalty, furnish only such portion ofthe 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 Partyagreestotransmit Confidential Information onlyto such ofits Representatives as required for the purpose ofimplementing and administering this Agreement, and shall

AA-LAN EcuadorCSA Final 23

### inform such Representatives ofthe confidential nature ofthe 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 ofthis Agreement, each Party shall, either deliver to the other Party or destroy all copies of the other Party's Confidential Information in its possession orthe possession ofany ofits 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 ofsuch 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 ofany breach ofthis Section 25, the Affected Party shall be irreparably and immediately harmed and could not be made whole by monetary Damages. Accordingly, it is agreed that, in addition to any other remedy at law or in equity, the Affected Party shall be entitled to an injunction or injunctions (without the posting of any bond and without proofofactual Damages) to prevent breaches or threatened breaches of this Section 25 and/or to compel specific performance ofthis Section 25. 25.4 The confidentiality obligations of the Parties under this Section 25 shall survive the Termination Date or expiration ofthisAgreementfor aperiod offive (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 ofthe other Party; provided however, that each ofAmerican and LAN Ecuador may assign, subcontract or delegate any ofits rights, duties or obligations under this Agreement to any ofits Affiliates provided that such assignment and/or delegation shall notrelieve American orLANEcuadorofany ofits obligations underthis Agreement. 

### 27. SEVERABILITY If

### any provision ofthis Agreement is or becomes illegal, invalid or unenforceable under the law ofany jurisdiction, such provision shall be severed from this Agreement in thejurisdiction in question and shall not affect the legality, validity or enforceability ofthe remaining provisions ofthis Agreement nor the legality, validity or the enforceability ofsuch provision underthe law ofany otherjurisdiction; 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 otherParty and the Parties shall negotiate in good faith to agree upon modification ofthis Agreement so as to maintain the balance of the commercial interests ofthe Parties. 

### If, however, such negotiations are not successfully concluded within ninety (90) days from the date a Party has informed the otherthatthe commercial basis has been affected, eitherParty mayterminate this Agreement by giving atleastthirty (30) days' prior written notice to the otherParty.

AA-LAN EcuadorCSAFinal 2428. EXCLUSIVITY 28.1 This Agreement is non-exclusive and does notpreclude either Party from entering into or maintaining marketing relationships, including codesharing, with other airlines, except that: (a) During the term ofthis Agreement, LAN Ecuador shall not, and shall cause its Affiliatesnotto: · (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 priorwrittenconsent; 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'spriorwritten consent; or (iv) permit any air carrier, otherthan 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 ofLAN Ecuador, without American's priorwrittenconsent. (b) During the term of this Agreement, American shall not, and shall cause its Affiliates notto: (i) place theAA Code or any Affiliate's Code on any flight operated by any air carrier domiciled 

### in Ecuador, other than LAN Ecuador and its Affiliates, withoutLANEcuador'spriorwrittenconsent; or (ii) permit any aircarrier domiciled in Ecuador, other than LANEcuadorand its Affiliates, to place its Code on any flight operatedbyAmerican orany AffiliateofAmerican, withoutLANEcuador's priorwritten consent; or (iii) placethe AA Code orany 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 writtenconsent; or (iv) permitanyair carrier, otherthan LANEcuador and its Affiliates, toplace 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 Theforegoing Section28.1 shall not applyto:

AA-LAN EcuadorCSAFinal 25

### (a) codeshared arrangements currently in force between each ofLAN 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 commercialpassengerairtransport services); or (c) codeshared arrangements with any member oftheoneworldTMAlliance. 29. FURTHERASSURANCES 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 outand effectuatethe purposes ofthis Agreement. 29.2 If

### and to the extentthe transactions or activities contemplated by this Agreement require the cooperation or participation ofan 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 ofthe 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 orAuthorized 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 ofthis Agreement. In

### addition, the Parent Carriershall cause suchAffiliate 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 ofeach Party. 30.2 The relationship of the Parties hereunder shall be that of independent contractors. Neither Party is intended to have, and neither ofthem shall represent to any otherPerson 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-LANEcuadorCSAFinal 26

### passengers during any Codeshared Flight, including any employees, agents or contractors ofthe Marketing Carrierwho 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 ofeither Party, which change is not substantially the result ofan act or omission ofthe Party requesting a change or amendment to this Agreement, and which change has a material adverse effect on either Party to this Agreement, then American or LAN Ecuador may propose a review of or amendment to this Agreement to limit or expand any ofthe 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 ofthe Parties hereto shall accrue and apply solely to the Parties hereto and their permitted successors and assigns; there is no intent to benefit anythird-parties, includingthe creditors ofeitherParty. 30.5 This Agreement may be executed and delivered by the Parties in separate counterparts, each ofwhich when so executed and delivered shall be an original, but all ofwhichtaken together shall constitute one and the same instrument. 30.6 No failure to exercise and no delay in exercising, on the part ofany Party, any right, remedy, power or privilege hereunder, shall operate 

### as a waiver thereof; nor shall any single orpartial exercise ofany right, remedy, power orprivilege hereunder preclude any other or further exercise thereof ofthe exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive ofany rights, remedies, powers and privileges provided by law. The failure ofany Party to insist upon a strict performance ofany ofthe terms or provisions ofthis Agreement, or to exercise any option, right or remedy herein contained, shall not be construed as a waiver or 

### as a relinquishment for the future ofsuch term, provision, option, right or remedy, but the same shall continue and remain in full force and effect. No waiver by any Party ofany term or provision ofthis Agreement shall be deemed to have been made unless expressed in writing and signedby suchParty. 30.7 This Agreement is the product ofnegotiations between LAN Ecuador and American, and shall be construed 

### as ifjointly prepared and drafted by them, and no provision hereof shall be construed for or against any Party by reason ofambiguity in language, rules of construction againstthe drafting Party, orsimilardoctrine. 30.8 Although translations ofthis Agreement may be made into any other language for the convenience of the Parties, the English version will govern for all purposes of the interpretation and performance ofthis Agreement. 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 ifsuch 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 EcuadorCSAFinal 27ACCORDANCE WITH SECTION 17 FOR DAMAGES ARJSING OUT OF OR RELATING TO A CLAIM, SUIT ORCAUSE OF ACTION BYA 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, ifdelivered in person (and a signed acknowledgment ofreceipt is obtained); (ii) three (3) Business Days after dispatch, if dispatched by a recognized express delivery servicethat provides signed acknowledgments ofreceipt; (iii) seven (7) Business Days afterdeposit in the applicable postal service delivery system; or (iv) if transmitted by facsimile, upon completion of transmission and upon confmnation by the sender (bya telephone call to a Representative ofthe recipient orby machine confirmation) thatthetransmission was received. Forthe purposes ofnotice, the addresses ofthe 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 givingat leastthree (3) Business Days priorwritten notice to the otherParty in the mannersetforth above. Ifto AmericanAirlines, Inc.:

with a copyto: 4333 Amon CarterBlvd., MD 5635 FortWorth, Texas 76155 Attention: ManagingDirector- Strategic Alliances Responsible for LANEcuador Codeshare Facsimile: 817-967-3179 Telephone: 817-963-2261

4333 Amon CarterBoulevard, MD 5675 FortWorth, Texas 76155 Attention: Corporate Secretary Phone: (817)963-3598 Facsimile: (817) 967-4313 Ifto Aerolane, Lineas Aereas Nacionales del Ecuador S.A.

with a copyto:

AA·LAN EcuadorCSAFinal Av. OrellanaEll-28y Av. Coruna esq., EdifOrellana, 3rdFloor Quito, Ecuador Attention: Facsimile: Telephone:

6500 NW22 Street Miami, Florida 33122 

## REDACTED

Attention: General Counsel, N.A. as US GSA for LANEcuador Facsimile: (305)871-8736 [remainderofpage leftintentionally blank}

28IN WITNESS WHEREOF, theParties have caused this Agreementto beduly executedand delivered by theirproperand duly authorized officers, as oftheEffectiveDate. 

### AEROLANE, LINEASAEREAS NACIONALESDELECUADOR S.A. d/b/aLANEcuador 1 .. 

# §

# By:~t/UcU~**~** By: Name: Dr. MaximilianoNaranjo Title: CEO

Attachments: AnnexA

- Definitions AnnexB - Codeshared Routes AnnexC- Reserved Annex D

- Reserved AnnexE- Financial Settlement AnnexF

- GovernmentalApprovals

AA-LAN EcuadorCSAFinal! Name: Title:

29 

### AMERICANAIRLINES,INC.

# ~--- VicePresident- StrategicAlliancesANNEXA DEFINITIONS "AffectedParty"hasthemeaning assigned to suchterm 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 ofthis defmition, "control" (including "controlled by" and "under common control with") means the power, directly or indirectly, to direct or cause the direction ofthe management and policies of such Person or entity, whetherthrough the ownership ofvoting securities, bycontractorotherwise. "Agreement"has the meaning assigned inthepreambletothis Agreement. "Airline Guides" means the printed and electronic data versions ofthe "Official Airline Guide" and the "ABCWorld Airlines Guide," and theirrespective successors. "American"has the meaning assigned in thepreambleto thisAgreement. "Applicable

### Law" means all applicable laws ofanyjurisdiction including securities laws, tax laws, tariff and trade laws, ordinances, judgments, decrees, injunctions, writs, and orders or like actions of any CompetentAuthority and the rules, regulations, orders orlike actions ofanyCompetentAuthority andthe interpretations, licenses, and permits ofany CompetentAuthority. "Assessment"hasthemeaning assignedto suchterm in Section 19.6. "ATPCO" means theAirlineTariffPublishing Company. "Authorized Affiliate" means with respect to American, American Eagle Airlines, Inc., Executive Airlines, Inc. and anyaircarrieroperating flights withAmerican's Code under the ArnericanConnection® brand name, currently ChautauquaAirlines, Inc., and with respectto LAN Ecuador, currently no other air carrier. "AuthorizedWetLessor"

### has the meaning assignedto suchterm in Section 2.9. ''Business Day" means any day otherthan a Saturday, Sunday orother 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 papertickets, 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 BorderProtection. "Code" means the two (2) character identifier assigned to a carrier by lATA for the purpose of exchanging interline carriermessages in accordance with A1RIMP procedures. "Codeshare Commission"has themeaning assignedto suchterm in Section 6.2.

AA-LAN EcuadorCSA Final AI"Codeshared Flight''means a flight on which both Parties have placed theirrespective Codes, as defmed in Section 2.1 and Annex B. "CodesharedRoutes" or"Routes"meansthe city-pairmarkets set out in AnnexB. "CodesharedPassenger"means a passengertraveling ona Marketing CarrierFlight Coupon. "Committee"has the meaning assigned to suchterm in Section 20.1. "Competent Authorities" means any supranational, national, federal, state, county, local, regulatory or municipal government body, bureau, commission, board, board ofarbitration, instrumentality, authority, agency, court, department, inspectorate, minister, ministry, official orpublic or statutory person (whether autonomous ornot) havingjurisdictionoverthis Agreement oreitherParty. "Conditions ofCarriage"means those conditions ofcontracttariffs and rules ofcarriage ofa Party that govern the transport ofpassengers traveling on tickets showing such Party's Code in the Carrier Code Boxofthe flight coupon. "Confidential Information" means (a) all confidential or proprietary information ofa 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 ofthis Agreement and any reports, invoices or othercommunications betweenthe Parties given in connection with the negotiation orperformance ofthis Agreement; and (c) excludes (i) information already in a Party's possession prior to its disclosure by the otherParty; (ii) information obtained from a third Person orentitythat is notprohibited from transmitting such information to the receiving Party as a result ofa contractual, legal or fiduciary obligation to the Party whose information is being disclosed; (iii) information that is orbecomes generally available to the public, other than as a result ofdisclosure by a Party in violation ofthis Agreement; or (iv) information that has been or is independently acquired or developed by a Party, or its Affiliate, without violating any ofits obligations underthis Agreement "CRS"means a computerized reservations system owned-or operated by any entity, including eitherParty to this Agreement, that contains information about commercial airline schedules, fares, cargo rates, passenger and cargo tariffrules and flight availability that is made available to travel agents, cargo agents and other non-airline entities to facilitate their ability to 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 ofthe Indemnified Party, such as employee salaries and the costs ofcooperating in the investigation, preparation or defense ofclaims) under the laws ofanyjurisdiction (whether arising in tort, contract, under the Warsaw Convention, as amended, orthe 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 postjudgment 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. "DisclosingParty"has the meaning assigned to such term 

### in. Section 25.1.

AA-LAN EcuadorCSA Final A2"Ecuador"means the Republic ofEcuador. "EffectiveDate"hasthe meaningassignedto such term in Section 16.1. "ExcusableDelay''has the meaningassigned to such term in Section 21. "FrequentFlyerParticipating CarrierAgreements"means the agreements, from time to time, between the Parties and/or their Affiliates relating to the participation ofone 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 ofCompetent Authorities that are reasonably required (in the opinion ofeither Party) forthe operation ofthe CodesharedFlights. "lATA"meanstheInternational AirTransportAssociation. "lATA Clearing House" means the clearing house established by lATA to administer and implement revenue settlementbyreference to theRevenueAccountingManualpublished byIATA. "lATAPMP"hasthe meaningassigned in Section 6.2(a). "ImplementationDate" [meansthedate ofthefirst codeshare service operated underthis Agreement]. "InadmissiblePassengers"has the meaningdefined in lATAResolution 701, 

### as modified, supplemented or amended from timeto time. "Indemnification Notice"has themeaning assigned to suchterm in Section 17.3. "IndemnifiedParty"hasthemeaningassigned to such term in Section 17.3. "IndemnifyingParty''hasthe meaningassignedto suchterm 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 setforth in lATAPassenger Services Conference Resolutions 780b and 780d. "IOSA"has the meaning assignedto suchterm in Section 3.1(c). "LAN" means LANAirlines, 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/aLAN Ecuador, and Aerovias de Integracion Regional S.A. d/b/aAires S.A

.. "LANAllianceMember''means a memberofthe LANAlliance. "LANEcuador"has the meaning assigned in the preamble tothis Agreement. "Licensed Trademark" has the meaningassignedto such term in Section 13.3.

AA-LANEcuadorCSAFinal 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 otherParty's Codeshared Passengers traveling on a CodesharedFlight. ''Marketing Carrier'' means the air carrier whose Code is shown in the Carrier Code Box ofa flight coupon for a CodesharedFlight but which is notthe Operating Carrier. "Marketing Carrier Flight Coupon" means a flight coupon (electronic or paper) ofa 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 carrierfield in

### the case ofan electronicticket. "MarketingCarrierIndemnifiedParty"has the meaning assigned to such term in 

### Section 17.1. "MarketingCarrierReviews" has the meaning assigned to suchterm in Section 10.3. "Marketing Carrier Tickef' means a ticket issued by the Marketing Carrier, Operating Carrier or a third-partythat contains at leastone Marketing CarrierFlight Coupon. "Marketing Flight(s)" means a Codeshared Flight when displayed, sold, orreferred to as a flight ofthe Marketing Carrier rather than a flight of the Operating Carrier, such as when using the Marketing Carrier's name, designatorCode and/orflight number. "Mutual Emergency Assistance Agreement" means the agreement between the Parties relating to provision ofassistance by one Partyto the otherParty in the event ofaircraft 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. "OperatingCarrierIndemnifiedParty"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. "ParentCarrier''means American orLAN Ecuador, when referenced in relationto another carrierthat is not a partyto this Agreement and to which American orLANEcuador, as applicable, is Affiliated orfrom whom itwet leases aircraft, as applicable. "Party"or "Parties"means either orboth ofAmerican and LANEcuador, asthecontext 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,jointstock company, trust, unincorporated organization [or (except for the definition of"Affiliate" herein) government or any agency, authority orpolitical subdivision ofa government].

AA-LAN EcuadorCSAFinal A4''Procedures Manual" means a detailed procedures manual prepared by the Parties for implementingthe 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 ofan airline that contains information about flight schedules, fares, cargo rates, passenger and cargo tariffrules and seat availability ofthat airline and other carriers, and provides the abilityto make reservations and issue tickets orair waybills. "Rules"hasthemeaning assignedto suchterm in Section 22.2. "Special Prorate Agreement" means any bilateral agreement, from time to time, between the Parties relating to theproration ofinterlinerevenue. "Taxes" means all taxes, assessments, fees, levies, imposts, duties, stamp taxes, documentary taxes or other charges ofa 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 excludingTicketTaxes, thatmay be imposedbyany CompetentAuthority "Termination Date" means 23:59 Coordinated Universal Standard Time on the date provided in the notice oftermination given in accordance with Section 16.1. "Ticketing Carrier"means a carrierwhose traffic documents are usedto issue aticket. "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 orassessments (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 orairport authority) orwhich are levied upon passengers by operation of Applicable Lawor 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 ofentryto a third country. "$"or ''US$"or ''Dollars"means lawful currency ofthe United States ofAmerica. "U.S.''or "United States"means the fifty states ofthe United States ofAmerica, the District ofColumbia and the Commonwealth ofPuerto Rico. "USCIS"means the U.S. Bureau ofCitizenship and Immigration Services. "Wetleased CodesharedFlights" shallhave the meaning assigned to suchterm in Section 2.9. "WetLessorMarketingCarrierReviews" has the meaning assigned to such term in Section 2.9.

AA-LAN EcuadorCSA Final A5ANNEXB CODESHARED ROUTES TheParties shall mutually designate certain flights servingthe 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 particularCodesharedRoute(s), then the implementation datefor each such Codeshared Route shall occur at a laterdateas mutually agreed bythe Parties. CodesharedRoutes Operating Carrier Guayaquil, Ecuador

- Miami, Florida Quito, Ecuador-Miami,Florida Guayaquil, Ecuador

- New York, NewYork 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 Gatewaysand: Operating Carrier Atlanta, Georgia AA Boston, Massachussetts AA Charlotte,North Carolina AA Dallas, Texas AA Denver, Colorado AA FortLauderdale, Florida AA Houston, Texas (IAH/HOU) AA NewOrleands, Louisiana AA NewYork,NewYork (LGA, JFK, EWR) AA Philadelphia, Pennsylvania AA Phoenix, Arizona AA SanDiego, California AA San Francisco, California AA Seattle, Washington AA

AA-LAN EcuadorCSA Final ClAA-LAN EcuadorCSA Final ANNEXC RESERVED

C2AA-LAN EcuadorCSAFinal 

### ANNEXD 

### RESERVED

DlAA-LAN EcuadorCSAFinal 

### ANNEXE FINANCIAL SETTLEMENT

REDACTED

El

### ANNEXF GOVERNMENTALAPPROVALS American shall secure and maintainthe following governmental approvals: 1. Economic authority (including Statement of Authorization under 14 CFR, Part 212) from the United States Department ofTransportation ("DOT") to codeshare with LAN Ecuador over the Codeshared Routes. 2. License from the Direccion General de Aviacion Civil ofEcuador to enter into the codesharing arrangementwith LANEcuador. LANEcuadorshall secureand maintainthe following governmental approvals: 

### I. Economic authority from the Direccion General de Aviacion Civil ofEcuador to codeshare with American overthe CodesharedRoutes. 2. Economic authority from the DOT (including Statement ofAuthorization under 14 CFR, Part 212) 

### to codeshare with American.

AA-LAN EcuadorCSAFinal Fl