### BEFORE THE

DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

---------------------------------------- Application of :

: AMERICAN AIRLINES, INC. : DOT

- OST

- 2011

-

: under 14 CFR Part 212 for blanket :

statement of a uthorization (code

- : sharing with Pluna) :

----------------------------------------

APPLICATION OF AMERICAN AIRLINES, INC.

FOR BLANKET STATEMENT OF AUTHORIZATION

Communications with respect to this document should be sent to:

VIRASB VAHIDI W ILLIAM K. RIS, JR.
Senior Vice President

- Senior Vice President

- Marketing and Planning Government Affairs
and Chief Commercial Officer American Airlines, Inc. American Airlines, Inc. 1101 17 th 

### Street, N.W. P.O. Box 619616, MD 5634 Washingto n, D.C. 20036 DFW Airport, Texas 75161

CARL B. NELSON

KENJI C. HASHIMOTO Associate General Counsel
Vice President

– Strategic American Airlines, Inc.
Alliances 1101 17 th 

### Street, N.W. American Airlines, Inc. Washington, D.C. 20036

P .O. Box 619616, MD 5635 (202) 496

- 5647 DFW Airport, Texas 75261 carl.nelson@aa.com

ROBERT A. WIRICK Director, Regulatory Affairs American Airlines, Inc. P.O. Box 619616, MD 5635 DFW Airport, Texas 75261 (817) 963

- 0394
robert.wi rick@aa.com

October 27, 2011

### BEFORE THE

DEPARTMENT OF TRANSPORTATION

WASHINGTON, D.C.

---------------------------------------- Application of :

: AMERICAN AIR LINES, INC. : DOT

- OST

- 2011

-

: under 14 CFR Part 212 for blanket :
statement of a uthorization (code

- : sharing with Pluna) :

----------------------------------------

APPLICATION OF AMERICAN AIRLINES, INC.

FOR BLANKET STATEMENT OF AUTHORIZATION

American Airlines, Inc. and its affiliates American

Eagle Airlines, Inc. and Executive Airlines, Inc. d/b/a

American Eagle, hereby apply under 14 CFR Part 212 for a

blanket statement of authorization to engage in codeshare

services with Pluna, a carrier of Uruguay, pursuant to the

attached agreement.

Under the proposed arran gement, Pluna’s PU* code will be

displayed on flights operated by American between Miami and

Monte video, Uruguay, and on flights operated by American or its

affiliates behind the Mia mi gateway. We plan to begin code

share serv ice with Pluna as soon as w e receive all govern

mental approvals. The American/Pluna codeshare agreement is

attached. The initial codeshar e route is Miami

- Montevideo (PL*

on American

- operated flights).

### - 2

-

Pluna is today submitting in a separate docket an

application for u nderlying exemption authority to engage in the

codeshare services at issue. Pluna will apply at a later date

for a statement of authorization to display the AA* code on

flights operated by Pluna.

American and its affiliates request a statement of

authorization to display Pluna’s PU* code in conjunction with

foreign air transportation of persons, prop erty, and mail on

flights operate d by American or its affiliates (1) between

points in the United States, (2) between points in the United

States and p oints in Uruguay, and (3) between points in the

United States and points in third countries (either nonstop or

via interm ediate points ).

American holds open skies certificate aut hority to serve

between the United States and Uruguay granted by Order 2007

- 4

-

2, April 1, 2007 (see http://ostpxweb.dot.gov/aviation/

international/ agreement s beingapplied.htm ).

The authority sought is consistent with the United

State s

- Uruguay Open S kies agreement and with the public

interest. The proposed services wil l provide a more efficient

use of capacity in the marketplace, and additional options for

the traveling and shipping public. See Statement of United

States International Air Transportation Policy, 60 Fed. Reg.

### - 3

-

21841, 21842, May 3, 1995, recognizing the pu blic benefits

offered by codeshare arrangements between U.S. and foreign

carriers.

Under the Department’s Notice in the Matter of Blanket

Notification of Codeshare Service to Open

- Skies Partners and

Points, Febru ary 9, 2009, American hereby provide s blanket

notification of its intent to engage in codeshare services:

● Between any point or points in the United States

and any point or points in Uruguay (on a nonstop

basis and intermediate routings via open

- skies

points )

● Between U.S. points

● Between Uruguay points

● Beyond Uruguay to any open

- sk ies point or points

● Beyond the United States to any open

- skies point or

points

American will conduct all of the proposed codeshare

operations in compliance with 14 CFR Part 257 and other

applicable rules and regulations.

In response to the Department’s letter of June 1, 1995

to participants in the Civil Reserve Air Fleet Program,

American states that the c odeshare arrangement at issue h ere

will have no impact on American’s CRAF commitments.

### - 4

-

Because this application is limite d to display of a

foreign carrier’ s code on opera tions conducted by a U.S.

carrier, a codeshare safety audit of Pluna is no t required. T o

support a future application by Pluna for a statement of

authorization to dis pl ay the AA* code on flights oper ate d by

Pluna, American will submit a compliance statement on Pluna’s

IOSA codeshare safety audit once Uruguay is certified by the

FAA as a Category 1 country.

American requests expedited consideration and approval

of this application so that the ini tial phase of American/Pluna

codeshare services may be implemented at an early date. We

will poll the carrier parties named on the attached service

list and advise the Department of the results.

Respectfully submitted,

C ARL B. NELSON
Associate General Counsel American Airlines, Inc.

October 27, 2011Execution Copy

Pluna

- AA Codeshare Contract Final (Redacted) 

### CODESHARE AGREEMENT

between

AMERICAN AIRLINES, INC.

and

PLUNA LÍNEAS AÉREAS URUGUAYAS S.A.Pluna

- AA Codeshare Contract Final ( Redacted) i TABLE OF CONTENTS

1. DEFINITIONS

................................ ................................ ................................ ................................ . 1

2. CODESHARE SERVICE

................................ ................................ ................................ ................ 1

3. IMPLEMENTATION AND EXPENSE S

................................ ................................ ....................... 4

4. INVENTORY CONTROL AND PROCEDURES

................................ ................................ .......... 5

5. MARKETING AND PRODUCT DISPLAY

................................ ................................ .................. 6

6. TRAFFIC DOCUMENT ISSUANCE AND FINANCIAL SETTLEMENT

................................ .. 7

7. FACILITIES

................................ ................................ ................................ ................................ .... 8

8. TRAINING

................................ ................................ ................................ ................................ ...... 8

9. SECURITY

................................ ................................ ................................ ................................ ...... 9

10. SAFETY AND MAINTENANCE

................................ ................................ ................................ .. 9

11. FREE AND REDUCED RATE TRANSPORTATION

................................ ................................ 10

12. OTHER MARKETING PR OGRAMS

................................ ................................ .......................... 10

13. TRADEMARKS AND CORPORATE IDENTIFICATION

................................ ......................... 10

14. REPRESENTATIONS AND WARRANTIES

................................ ................................ .............. 11

15. GOVERNMENTAL APPROVALS

................................ ................................ .............................. 12

16. TERM

................................ ................................ ................................ ................................ ............ 13

17. INDEMNIFICATION

................................ ................................ ................................ .................... 15

18. INSURANCE

................................ ................................ ................................ ................................ . 18

19. TAXES

................................ ................................ ................................ ................................ ........... 19

20. JOINT MANAGEMENT COMMITTEE

................................ ................................ ...................... 21

21. FORCE MAJEURE

................................ ................................ ................................ ....................... 21

22. GOV ERNING LAW AND DISPUTE RESOLUTION

................................ ................................ . 22

23. COVENANT TO COMPLY WITH ALL LAWS

................................ ................................ ......... 23

24. PUBLICITY

................................ ................................ ................................ ................................ ... 23

25. CONFIDENTIALITY

................................ ................................ ................................ .................... 23

26. ASSIGNMENT

................................ ................................ ................................ .............................. 24

27. SEVERABILITY

................................ ................................ ................................ ........................... 24

28. EXCLUSIVITY

................................ ................................ ................................ ............................. 25

29. FURTHER ASSURANCES

................................ ................................ ................................ .......... 26

30. MISCELLANEOUS

................................ ................................ ................................ ...................... 26

31. NOTICES

................................ ................................ ................................ ................................ ....... 28Pluna

- AA Codeshare Contract Final ( Redacted) 1 CODESHAR E AGREEMENT

This CODESHARE AGREEMENT (this “ Agreement ”), dated as of September 2

, 201 1 , is

between American Airlines, Inc ., a corporation organized under the laws of the State of Delaware, United States of America, having its principal office at 4333 Amon Carter Boulevard, Fort Worth, Texas 76155 United States of America (“ American ”),

and PLUNA Líneas Aéreas Uruguayas S.A. , a corporation organized under the laws of Republica Oriental del Uruguay , having its principal office at Miraflores 1445, Montevideo, Uruguay, Postal code 11500 (“ Pluna ”)

In consideration of the mutual covenants and promises in this Agreement, American and Pluna hereby agree as follows:

1. DEFINITIONS

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

Annex A of this Agreement or where they are elsewhere defined herein (including the Annexes hereto). Such ascribed meanings shall be equally applicable to both the singular and plural forms of s uch terms. American and Pluna may each be referred to as a

“ Party ” and may collectively be referred to as the “ Parties ”.

1.2 The Parties agree that accepted industry procedures and agreements relating to the interlining of passengers and baggage, including those set forth in IATA 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 inc onsistent or conflict with the terms of this Agreement.

2. CODESHARE SERVICE

2.1 The Parties shall mutually designate certain flights on which the Parties shall place their respective Code s (each, a “ Codeshared Flight ”), wh ich may include flights operated by

their Authorized Affiliate s and Authorized Wet Lessors , serving the city

- pairs (each city

pair, a “ Codeshared Route ”) identified in writing by the Parties from time to time without formally amending this Agreement ; provi ded, however, that American will not place its Code on flights operated by Pluna or its Authorized Affiliates or Authorized Wet

Lessors until such time as Uruguay’s civil aviation authority receives a C ategory 1 rating from the FAA (as defined below)

. Th e 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 . The Parties intend to implement the planned codesharing in multiple phases subject to obtainin g all required Governmental Approvals and , with respect to American placing its Code on flights operated by Pluna or its Authorized Affiliates or Authorized Wet Lessors, Uruguay’s civil aviation authority receiving a

C ategory 1 rating from the FAA

.Pluna

- AA Codeshare Contract Final ( Redacted) 2 2.2 Detail ed 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

be tween the Parties from time to time, shall be incorporated by reference into and made a part of this Agreement; provided, however, that the terms of this Agreement shall prevail in the event of a conflict between a provision of this Agreement and any provi sion of the

Procedures Manual.

2.3 The Operating Carrier for each Codeshared Flight shall provide to the Codeshared Passengers, at a minimum, the same standard of customer service as it provides to its own passengers traveling in the same class of service, wh ich standard shall, in any event, be reasonably in accordance with the standards of customer service established by the Marketing Carrier for the comparable class of service on its flights. Minimum customer service standards, general passenger service pro cedures, and policies for the Codeshared Flights, including baggage services, are detailed in Annex C and the Procedures Manual.

2.4 The Parties shall use commercially reasonable efforts to coordinate their service schedules to maximize the convenience, and minimize the waiting time of passengers making connections between the Codeshared Flights and other flights operated by the Parties; provided, however, that neither Party is obligated to operate specific flights or service schedules and each Party retains the right to determine the service schedules of its own flights.

2.5 The Parties may add or discontinue Codeshared Flights, as may be mutually agreed, without formally amending this Agreement. Either Party may, in its sole discretion,

discontinue Codeshare d Flights 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 O perating Carrier reserves the right to discontinue any specific route, flight number, equipment or schedule. In the event of such discontinuation, the Operating Carrier shall notify the Marketing Carrier as soon as reasonably possible and the Marketing Car rier 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 ev ent of any flight cancellation or other schedule irregularity, involuntary rerouting or denied boarding by the Operating Carrier with respect to a Codeshared Flight, the Operating Carrier shall:

(a) ensure that all passengers shall be handled in accordance wi th the same policies and procedures to avoid any discrimination against a Codeshared Passenger;

(b) at its own cost and expense (except to the extent such irregularity, involuntary rerouting or denied boarding is caused by the Marketing Carrier), accommodate and/or pay denied boarding compensation or otherwise compensate Codeshared Passengers, in the same manner as its own passengers and subject to the provisions of the Procedures Manual and Applicable Law; and

(c) notify the Marketing Carrier in accorda nce with the Procedures Manual.Pluna

- AA Codeshare Contract Final ( Redacted) 3 2.7 The Conditions of Carriage of the Marketing Carrier, including its limits of liability to passengers, shall govern the transportation of Codeshared Passengers, and the Conditions of Carriage of the Operating Carrier, including its l imits of liability to passengers, shall apply to those passengers traveling on the Codeshared Flights under the Code of the Operating Carrier. The respective Conditions of Carriage of the Parties shall be notified to the passengers to the extent and in th e manner required by Applicable Law, rules and regulations. Notwithstanding anything in this Section 2.7 , the liability of the Parties to each other with respect to passenger claims shall be governed by Sections 17 and 18

.

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

Codesh ared Flight shall be operated under its operating certificate or under the operating certificate of an Authorized Affiliate or Authorized Wet Lessor.

(b) If there is a change in the carrier scheduled to operate a Codeshared Flight, the Operating Carrier shall promptly notify the Marketing Carrier of such change. The Marketing Carrier shall take all appropriate steps to ensure that Codeshared Passengers are notified of the change as soon as possible. If the Operating Carrier fails to notify the Marketin g Carrier of a change or a change occurs within 36 hours of scheduled departure, the Marketing Carrier shall be deemed to have insufficient time to notify Codeshared Passengers of the change. The Marketing Carrier may thereupon continue to notify Codeshar ed Passengers of the change in accordance with its customer service policies if it is able to do so but the Operating Carrier shall take primary responsibility for notifying all Codeshared Passengers still booked under the Marketing Carrier Code of the

cha nge at time of check

- in. In the event re

- accommodation is necessary either

because the substituted carrier is not an Authorized Affiliate or Authorized Wet Lessor, or because a Codeshared Passenger who is notified of such a change

elects not to travel on the substituted carrier, the notifying carrier shall at its own cost and expense re

- accommodate the Codeshared Passenger unless the passenger seeks a refund in which event the Marketing Carrier shall be responsible for making such refund in accordance with its fare rules, conditions of carriage and Applicable Law.

2.9 Notwithstanding anything in this Agreement to the contrary the Operating Carrier may, at its sole discretion, operate any or all of the Codeshared Flights with aircraft operated under the operating certificate of a third party carrier (an “ Authorized Wet Lessor ”) and wetleased by such Authorized Wet Lessor to the Operating Carrier for the purpose of operating such Codeshared Flights (such Codeshared Flights hereafter to be referred to as

“ Wetleased Codeshared Flights ”); provided, however, that (i) prior to operating any such Wetleased Codeshared Flights any Authorized Wet Lessor shall be approved by the Marketing Carrier in writing, which approval may be withheld in the M arketing Carrier’s sole discretion, (ii) the Operating Carrier and such Authorized Wet Lessor shall comply

with all Applicable Law with respect to such Wetleased Codeshared Flights, (iii) the applicability of this Section 2.9 sh all be subject to the Parties receiving all Governmental Approvals with regard to such Wetleased Codeshared Flights and to a successful completion of the IATA Operational Safety Audit (IOSA) registration by such Authorized Wet Lessor, (iv) the Marketing Ca rrier may withdraw any approval as provided in Section 2.9 (i) at any time in its sole discretion, and (v) such Wetleased Codeshared Flights (if any) shall be subject to all of the terms and conditions of this Agreement as if the y are operated with aircraft operated under the operating certificate ofPluna

- AA Codeshare Contract Final ( Redacted) 4 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

afte r initial successful completion of the IOSA registration at any time during the term of this Agreement does not maintain the IOSA registration or does not successfully complete any follow

- up audits as required by the IOSA rules and regulations (as they are in force from time to time), the Marketing Carrier shall have the right, at the sole cost of the Operating Carrier, to conduct a reasonable safety and/or service review of the Authorized Wet Lessor’s operations, manuals, and procedures reasonably related to the Wetleased Codeshared Flights (the “ Marketing Carrier Reviews ”), at such intervals as the Marketing Carrier shall reasonably request; and (y) nothing in this Section 2.9 shall prevent the Marketing Carrier from, at its sole discretion and at its sole cost and expense, performing additional safety audits of such Authorized Wet Lessor and the aircraft to be used for the operation of such Wetleased Codeshared Flights and the Operating Carrier

shall use reasonab le 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 be performed at reasonable times and within a reasonable

timeframe and withou t interrupting the Authorized Wet Lessor’s operations.

3. IMPLEMENTATION AND EXPENSES

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

(a) the execution of a Special Prorate Agreement and a Mutual Emergency Assistance Agreement, in form and substance satisfactory to American and

Pluna ;

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

( c ) successful implementation and testing of codeshar e (EDIFACT) and passenger processing automation.

3.2 Each Party shall bear its own costs and expenses of performance under this Agreement, including, without limitation, costs and expenses associated with the following, unless otherwise agreed in writing betw een the Parties:

(a) any systems to support the automation of procedures and settlement relating to the Codeshared Flights (e.g., PNR exchange, yield management, revenue accounting, etc.), including routine maintenance thereof, and

(b) roadside, exterior, check

- in, concourse, gate and baggage service signage placed at airports and city ticket offices in locations served by the Codeshared Flights in order to facilitate travel on the Codeshared Flights.

3.3 Each Party shall retain all right, title and interest in sys tems, software, signage, equipment and facilities funded by it. Ownership of jointly funded items shall be determined by the Parties in advance of each specific project.Pluna

- AA Codeshare Contract Final ( Redacted) 5 4. INVENTORY CONTROL AND PROCEDURES

4.1 The availability of Marketing Flights will be controlled by standard AVS (availability status) of the Operating Carrier. The Marketing Carrier will have access to the Operating Carrier’s local inventory class availability through an automated computeri zed interface, which both Parties will maintain throughout the term of this Agreement, to expedite the sale of seat inventory on the Codeshared Flights. Detailed procedures for implementing and maintaining seat inventory access are contained in the Proced ures Manual.

4.2 The Parties will map inventory classes of the Marketing Carrier to inventory classes of the Operating Carrier for the Codeshared Flights, in accordance with the Procedures Manual. The Parties will endeavor to map the average coupon value of the Marketing Carrier’s inventory classes to comparable classes of the Operating Carrier to provide similar access for bookings made by the Marketing Carrier for passengers yielding comparable revenue values; it being understood, however, that the Operatin g Carrier retains ultimate control over the opening, closing and other management of seat inventory availability on Codeshared Flights. Each Party shall use commercially reasonable efforts to provide equal inventory access to Codeshared Passengers in inve ntory classes where such passengers yield comparable revenues as the Operating Carrier’s passengers.

4.3 This Section 4.3 shall govern the published fares of the Marketing Carrier offered on Codeshared Flights as f ollows:

(a) For Routes served by only one Party, or its Affiliates, fares and fare rules filed by the Marketing Carrier for codeshare itineraries will match those of the Operating

Carrier.

(b) For Routes served by both Parties or their Affiliates, the fares and fare rules filed by the Marketing Carrier will match either those filed for its own flights or those filed by the Operating Carrier.

(c) For Routes where one Party, or its Affiliates, offers non

- stop service and the other Party, or its Affiliates, offers c onnecting service, the Marketing Carrier on

the non

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

Carrier on the non

- stop service.

(d) For Routes where the Marketing Carrier on a one

- stop service also operates its

own non

- stop servic e, the Marketing Carrier will match either the fares and fare

rules of the one

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

- stop
service.

(e) In the event of the Marketing Carrier’s breach of Sections 4.3 (a)

, (b)

, (c) or (d)

, the Operating Carrier shall have the right, in its sole discretion, after one day’s prior written notice to the Marketing Carrier, to restrict or close the inventory access of the Marketing Carrier or remove the Code of the Mar keting Carrier from the flight(s) in question, or to temporarily remove its own Code from the flight(s) operated by the defaulting Party on the Routes where the breach

occurred.

(f) Nothing in this Agreement shall prevent the Marketing Carrier from (i) initia ting and operating its own service in any origin and destination city pair at any time;Pluna

- AA Codeshare Contract Final ( Redacted) 6 or (ii) offering any fare(s), discount(s) or rebate(s) of any kind for interline itineraries valid on airlines, other than American or Pluna , on any origin and

destinat ion city pair.

4.4 Each Party shall establish fares and rates independently, subject to the provisions of the applicable air transport agreements between the United States and Uruguay , on the one hand, and the governments of any country to which the Parties s hall provide service pursuant to this Agreement, on the other hand.

5. MARKETING AND PRODUCT DISPLAY

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

its Code. Each Par ty shall ensure that its respective advertising and promotions comply with all applicable governmental laws, rules and regulations of any applicable Competent Authority. The Marketing Carrier shall comply with 14 C.F.R. Parts 257 and 258, and any other ap plicable rules regarding the disclosure and holding out of Codeshared Flights provided for herein in the jurisdiction where such rules apply. The Marketing Carrier shall disclose to the extent required by Applicable Law through industry

- approved

schedule and selling mechanisms (as defined in the Procedures Manual), to consumers, travel agents and others selling the Codeshared Flights, as well as through any advertising, point

- of

- sale disclosures, and any other appropriate means, that each Codeshared Flight is a flight of and operated by the Operating Carrier. Such information shall be given before a reservation is made and in any event at the earliest reasonable opportunity and before the passenger arrives at the airport, in accordance with Applicable

Law. In addition, each Party shall use commercially reasonable efforts to implement procedures to disclose the Operating Carrier and the appropriate departure and arrival terminal at the earliest possible opportunity and in particular at the point of sale.

5.2 T he 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 p ublication of Marketing Flights or connections to and from such flights in Airline Guides, CRSs, Reservation Systems and other sources of airline schedule information shall be borne by the Marketing Carrier. Each Party shall include the Codeshared Flights in its Reservations Systems.

5.3 If the Marketing Carrier is not authorized to offer air transport services in a particular local Codeshared Route, the Marketing Carrier shall file its standard schedule data for the Codeshared Flights on such Codeshared Rout e using the traffic restriction code “O” or “Y” (or any successor code), as appropriate, as defined in the IATA Standard Schedules Information Manual, Appendix G, in order to suppress the display of the Marketing Carrier’s Codeshared Flights on such local Codeshared Route(s) (i.e., the Marketing Carrier’s Codeshared Flights on such route will be limited to passengers connecting online to another flight marketed and/or operated by the Marketing Carrier).

5.4 Unless otherwise agreed, all information and advertis ing materials produced with the aim of promoting the Codeshared Flights shall clearly identify both Parties. All joint advertising and promotion of the Codeshared Flights shall be subject to prior agreement between the Parties and the costs of such joint advertising and promotion shall be shared based on prior agreement.Pluna

- AA Codeshare Contract Final ( Redacted) 7 5.5 Each Party may use its own flight number in referencing the Codeshared Flights except that only the Operating Carrier’s flight number shall be used in actual flight operations (e.g., air traffic control).

6. TRAFFIC DOCUMENT ISSUANCE AND FINANCIAL SETTLEMENT

6.1 Passenger traffic documents for use on the Codeshared Flights may be issued by either Party, or by third parties w ith whom the Parties from time to time have interline traffic

agreements.

6.2 All Marketing Carrier Flight Coupons honored on Codeshared Flights shall be uplifted by the Operating Carrier, which is responsible for processing and billing of such documents

as f ollows:

(a) The Operating Carrier shall bill uplifted coupons to the Ticketing Carrier using the normal interline settlement process of the IATA Clearing House. Subject to

Section 6.2(b) and 6.2(c) , Marketing Carrier Flight Coupons shall be treated for proration and billing purposes as if they showed the Operating Carrier’s designator Code in the Carrier Code Box of the Marketing Carrier Flight Coupons. Such Marketing Car rier 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

- Pa ssenger (“ IATA PMP ”), as applicable.

(b) If the Operating Carrier does not have an interline traffic agreement with a Ticketing Carrier that issued a Marketing Carrier Ticket, and is unable to obtain satisfactory settlement, the Operating Carrier may bill suc h 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 IATA

PMP.

(c) If the Operating Carrier has an interline traffic agreement with a Ticketin g Carrier that issued a Marketing Carrier Ticket but is unable to obtain satisfactory settlement, the Marketing Carrier shall assist the Operating Carrier in settling such account but shall not be liable for any losses incurred due to an unsatisfactory set tlement.

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 b y it during the previous month and calculate the commission (the “ Codeshare Commission ”) by multiplying such coupon values by the applicable commission percentages set forth in Annex E . The Operating Carrier shall credit the account of the Marketing Carri er for the aggregate Codeshare Commission through the IATA 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 wer e to issue an October 20 1 1 clearance month

credit to the Marketing Carrier on November 23, 20 1 1 , then supporting data should be provided to the Marketing Carrier by November 30, 20 1 1 ). 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 OperatingPluna

- AA Codeshare Contract Final ( Redacted) 8 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 or the Operating Carrier, shall

receive the Interline Service Charge and/or Ticket Handling Fee

, as provided in the ITA

. In the event the Ticketing Ca rrier is a third party, the Ticketing Carrier shall receive the Interline Service Charge and/or Ticket Handling Fee as agreed between the Operating Carrier and such third party

.

6.5 To support interline billing by the Operating Carrier to third

- parties and in voluntary 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 Marketi ng Carrier Flight Coupons for use on Codeshared Flights operated by Pluna between the United

States and Uruguay , or within Uruguay , issued on American

- AA (001) ticket stock, or on other ticket stock, but naming American in the Carrier Code Box, and (ii) al l 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 Pluna ( PU

- 286 ) ticket stock, or on oth er ticket stock, but naming Pluna 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 Termina tion Date of this Agreement to facilitate the reaccommodation of any Codeshared Passengers ticketed for

travel after the Termination Date.

6.6 Differences that may appear after the billing process has been completed shall be rectified by written correspondenc e or a meeting between the Parties.

6.7 In a sufficient amount of time before the Implementation Date, the Marketing Carrier will file with ATPCO a TCN Codeshare Agreement, in which the Marketing Carrier will provide the range of its Marketing Flight numbers. The Marketing Carrier will be responsible, throughout the term of the Codeshare Agreement, for updating its Marketing Flight numbers with ATPCO.

7. FACILITIES

The Parties acknowledge the importance of maintaining functional and accurate signs identifying the Operating Carrier and the Marketing Carrier, as appropriate, to facilitate passenger convenience and to avoid passenger confusion at airports served by the Codeshared Flights. The Parties shall cooperate on the placement of such signs, subject to the approval of the relevant airport authority or other lessors.

8. TRAINING

8.1 Except as otherwise agreed, each Party shall provide or arrange, at its own cost and expense, all initial and recurring trai ning of its personnel to facilitate the Codeshared Flights and operations at airports served by the Codeshared Flights, including reservations and ticket offices, and other points of contact between the Parties and the public. This training shall include passenger service, reservations and sales activities,

and in

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

Procedures Manual.Pluna

- AA Codeshare Contract Final ( Redacted) 9 8.2 The Parties shall share any training materials (except trade secrets and legal advice)

deve loped to support the Codeshared Flights. All intellectual property or similar rights to any materials exchanged shall remain with the Party who originally developed such

materials.

9. SECURITY

9.1 The Parties shall cooperate in ma tters of security procedures, requirements, and obligations at all airports served by the Codeshared Flights.

9.2 The Operating Carrier reserves the right to apply the provisions of its own security programs to the carriage of all passengers, baggage and carg o on board the Codeshared Flights, provided that such security programs shall, at a minimum, comply with the standards set forth by the relevant Competent Authorities and be reasonably acceptable to the Marketing Carrier, with the understanding that safety and security are of the utmost importance to both carriers. Such provisions may include any then applicable procedures used for the physical screening of passengers, baggage or cargo, interviewing of passengers, and/or selective loading of baggage or car go.

9.3 The checking of the travel documents of each Codeshared Passenger and the handling of Codeshared Passengers who are Inadmissible Passengers (as such term is defined in IATA Resolution 701, as modified, supplemented or amended from time to time) shall be done in accordance with the procedures outlined in the Procedures Manual.

10. SAFETY AND MAINTENANCE

10.1 The Operating Carrier has operational control of the aircraft and final authority and responsibility concerning the operation and safety of the aircraft and its passengers, including Codeshared Passengers. The Operating Carrier shall employ the same high standards of safety, security and loss prevention policies on the Codeshared Flights as on its own flights. Em ergency support shall, at a minimum, be in accordance with the Mutual Emergency Assistance Agreement in force between the Parties.

10.2 The Operating Carrier shall have sole responsibility for the maintenance of its leased and owned aircraft, and for other equ ipment 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 “ M arketing Carrier

Reviews ”), at such intervals as the Marketing Carrier shall reasonably request. The Marketing Carrier Reviews shall be coordinated with the Operating Carrier so as to avoid disruptions to the Operating Carrier’s operations. Such reviews will be limited to areas that reasonably relate to the Operating Carrier’s safety standards and service obligations under this Agreement. NOTWITHSTANDING THE FOREGOING, THE

MARKETING CARRIER DOES NOT UNDERTAKE ANY RESPONSIBILITY OR

ASSUME ANY LIABILITY FO R ANY ASPECT OF THE OPERATING CARRIER’S OPERATIONS, NOR SHALL THE OPERATING CARRIER BE ENTITLED TOPluna

- AA Codeshare Contract Final ( Redacted) 10 ASSERT ANY RESPONSIBILITY OR ASSUMPTION OF LIABILITY ON THE

PART OF THE MARKETING CARRIER FOR THE OPERATING CARRIER’S

OPERATIONS.

11. FREE AND REDUCED RATE TRAN SPORTATION

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 Operating Carrier shall not honor any Marketing Carrier Flight Coupons for such industry non

- revenue or discounted travel, except at the Operating Carrier’s expense.

12. OTHER MARKETING PROGRAMS

The Frequent Flyer Participating Carrier Agreements shall govern the participation of each Party i n the other Party’s frequent flyer program.

13. TRADEMARKS AND CORPORATE IDENTIFICATION

13.1 Neither Party hereto shall use any of the other Party’s or such Party’s respective Affiliates’ names, logos, l ogotype, insignia, service marks, trademarks, trade names, copyrights, corporate goodwill or other proprietary intellectual property, including without limitation the names “American Airlines, Inc.”, “American Airlines”, “American”, “American Eagle”, “AAdv antage”, “ PLUNA Líneas Aéreas Uruguayas

S.A. ”, “ Pluna ”, or “ FlyClub ” in any marketing, advertising or promotional collateral, including without limitation credit card and telecom solicitations, except where each specific use has been approved in advance by the other Party. When such approval is granted, either Party shall comply with any and all conditions that the other Party may impose to protect the use of any of that Party’s names, logos, logotype, insignia, service marks, trademarks, trade names, copy rights, corporate goodwill or other proprietary intellectual property.

13.2 Except as expressly provided herein, no right, property, license, permission or interest of any kind in the use of any name, logo, logotype, insignia, service mark, trademark, trade

na me, 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 performan ce of this Agreement.

13.3 Each of Pluna and American acknowledges for all purposes that any and all logos, trademarks, service marks, and trade names of the other, whether registered or not, are and shall at all times remain the exclusive property of the othe r Party, and may not be used without the prior written consent of such Party, except as set forth herein. Each of

Pluna and American further acknowledges that any goodwill or other rights that arise as a result of the use by it of the other Party’s marks, as permitted under this Agreement, shall accrue solely to the benefit of the Party owning such marks, whether registered or not. Should any right, title or interest in the logos, trademarks, service marks or trade names of a Party become vested in the ot her Party, the latter Party shall hold such right, title and interest in trust for the benefit of the former Party and shall, at the request of the former Party, promptly and unconditionally assign such right, title and interest to the formerPluna

- AA Codeshare Contract Final ( Redacted) 11 Party without royalties or compensation of any kind. Each of Pluna and American hereby grants to the other, a non

- exclusive, non

- transferable, royalty

- free license for the term of this Agreement to use their respective service marks (“ Pluna ” for Pluna and

“American Ai rlines” 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 advertis ing and promotion of the Codeshared Flights contemplated by this Agreement.

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 “ Pluna is a service mark of PLUNA Líneas Aéreas Uruguayas S.A. ” or “American Airlines is a service mark of American Airlines, Inc.”, as the case may be, or si milar words to that effect.

13.5 Each Party agrees that all advertising and promotional materials bearing the Licensed Trademarks in relation to air transportation services contemplated by this Agreement shall meet the quality and presentation standards as set forth by the Party owning the

relevant Licensed Trademark.

13.6 Each Party has sole discretion to determine the acceptability of both the quality and presentation of advertising and promotional materials using its Licensed Trademark.

13.7 Each Party is responsi ble for providing to its own authorized agents and airport locations the agreed promotional materials bearing the Licensed Trademarks.

14. REPRESENTATIONS AND WARRANTIES

14.1 Each of Pluna and American hereby rep resents and warrants to the other as follows:

(a) It is a duly incorporated and validly existing corporation, in good standing under the laws of its jurisdiction of incorporation; is an air carrier duly authorized to act as such by the government of its count ry of incorporation; and has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. The execution, delivery, and performance of this Agreement by it have been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by it, and, assuming due authorization, execution, and delivery by the other Party hereto, this Agreement constitutes its legal, valid, and binding obligation, enforceable against it in accordanc e with its terms, except to the extent that enforceability may be limited or modified by the effect of bankruptcy, insolvency or other similar laws affecting creditors’ rights generally, and the application of general principles of equity and public policy

.

(b) The execution, delivery or performance by it of this Agreement, shall not: (i) contravene, conflict with or cause a default under (A) any Applicable Law, rule or regulation binding on it, or (B) any provision of its Charter, Certificate of Incorporation , Bylaws or other documents of corporate governance; or (ii) contravene, or cause a breach or violation of, any agreement or instrument to which it is a Party or by which it is bound, except where such conflict,

contravention or breach would not have a mat erial adverse effect on it and itsPluna

- AA Codeshare Contract Final ( Redacted) 12 Affiliates, or on the operations of it or its Affiliates, taken as a whole, or on its ability to perform this Agreement.

(c) The execution, delivery and performance by it of this Agreement do not require the consent or appro val of, or the giving of notice to, the registration with, the recording or filing of any documents with, or the taking of any other action in respect of, any Competent Authority, any trustee or holder of any of its indebtedness or obligations, any stockho lder or any other Person or entity, other than the Governmental Approvals (to be obtained by it, as indicated in Annex F ), except where failure to obtain or take such action would not have a material

adverse effect on it or a material adverse effect on the transactions contemplated in this Agreement.

(d) Each of the foregoing representations and warranties shall survive the execution and delivery of this Agreement.

15. GOVERNMENTAL APPROVALS

15.1 The Codeshared Flights shall not commence until all required Governmental Approvals are received. Each Party shall use all commercially reasonable efforts to obtain those Governmental Approvals for which it has been allocated responsibility under Annex F

, and any other Governmental Approvals that may hereafter be identified.

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

Codeshared Routes listed in Annex B , the Parties shall proceed under this Agreement solely with respect to the approved Codeshar ed Routes, subject to, with respect to American placing its Code on flights operated by Pluna or its Authorized Affiliates or Authorized Wet Lessors, Uruguay’s civil aviation authority receiving a Category 1 rating from the FAA, and the Parties shall ther eafter continue to endeavor to obtain approval of the remaining city

- pair markets.

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

Routes listed in Annex B within three hundred sixty five (365) days of the Effective Da te, or if all of such Governmental Approvals are given with substantial unfavorable restrictions or conditions (each Party to determine in its sole discretion the reasonableness of such restrictions or conditions), the Parties shall negotiate in good faith to find an equitable solution to enable the commencement of the Codeshared Route(s). If a solution cannot be formulated within ninety (90) days following commencement of such negotiations, either Party may terminate this Agreement upon thirty (30) days’ prior written notice to the other Party.

15.4 Each Party shall immediately provide the other Party with copies of any correspondence or notices it receives from any Competent Authority with respect to the Codeshared Routes, Codeshared Flights or this Agreement , including (a) with respect to the airworthiness of the aircraft used for the Codeshared Flights or noncompliance by the Operating Carrier with operational, training or safety rules and procedures

, and (b) Uruguay’s civil aviation authority receiving a Ca tegory 1 rating from the FAA

.Pluna

- AA Codeshare Contract Final ( Redacted) 13 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 Approval), Section 16.2 (Termination Events), Section 21 (Force Majeure) or Section 27 (Severability ), or Annex B ( Codeshared Flights )

, or Annex C ( Ground/In

- Flight

Services ) . Implementation of this Agreement shall be on the Implementation Date, subject to the Parties’ execution of the Mutu al Emergency Assistance Agreement.

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

terminated as follows:

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

(b) at any time after of the Effective Date by either Party upon providing at least prior written notice to the other Party, such notice to

be served no earlier than the end of full calendar month following the

Effective Date;

(c) by the non

- breaching Party upon the breach of a material term, covenant, representation or warranty of this Agreement (other than a breach of a payment obligation under Section 6 of this Agreement or the failure to otherwise pay any sums due pursuant to this Agreement), including a failure to comply with any material obligations and procedures set forth in the Procedures Manual, provided

that the non

- breaching Party provides the breaching Party prior writ ten notice describing the alleged breach with as much particularity as reasonably practicable. Termination under this Section 16.2(c) shall not be effective if the breaching Party corrects such breach within thi rty (30) days following receipt of such notice. If such breach cannot be corrected within thirty (30) days following receipt of such notice, and the breaching Party so advises the non

- breaching Party, the non

- breaching Party, in its sole discretion, may give the breaching Party an additional period of time not to exceed thirty (30) days to correct the breach, provided that the breaching Party has taken action reasonably contemplated to correct such breach following receipt of the notice;

(d) by the non

- brea ching Party upon the breach of a payment obligation under

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

non

- breaching Party pursuant to this Agreement by the breaching Party, aft er the

non

- breaching Party provides the breaching Party at least fifteen (15) days’ prior written notice describing, with as much particularity as practical, the alleged breach, and the breaching Party does not, within seven (7) days following receipt

of s uch notice, correct such breach;

(e) at any time by either Party upon written notice if the other Party (i) makes an assignment for the benefit of creditors; (ii) suspends the payment of or admits in writing its inability to pay, or generally fails to pay, it s debts as they become due; (iii) has suspended (as declared by a clearing house) its transactions with banks and/or other financial institutions or proposes or commences a moratorium upon or extension or composition of its debts; (iv) has issued against i t any writ, execution, process or abstract of judgment that may have a material adverse effect on it and that is not dismissed, satisfied or stayed within sixty (60) days; orPluna

- AA Codeshare Contract Final ( Redacted) 14 (v) files a petition for bankruptcy, composition, corporate reorganization,

corpo rate liquidation, arrangement or special liquidation proceedings; or (vi) ceases all or a substantial part of its operations (other than due to Force Majeure

as defined in Section 21 ); or

(f) by either Party upon ni nety (90) days’ prior written notice following receipt by such Party of written notice from the other Party (i) that such other Party has merged or consolidated with or into any other Person or entity, except where the shareholders of such Party immediatel y after the merger or consolidation (as measured on the day immediately prior to the effective date of such merger or consolidation) continue to own over fifty percent ( 50 %) of its voting stock and, if the Party hereto is not the surviving entity, the surv iving entity assumes all of the obligations and responsibilities of the Party under this Agreement ; (ii) that such other Party has sold or otherwise transferred all or substantially all of its assets to any other Person or entity; (iii) that such other Par ty has had fifty percent ( 5 0%) or more of its voting stock acquired, directly or indirectly, by a third

- party (or

third

- parties acting as a group) in one or a series of transaction and, as a result,

such third

- party (or group) has the right to direct the m anagement and policies of the Party, or (iv) that more than fifty percent (50%) of its voting stock is owned at any time by a Person, entity or group that held fifty percent (50%) or less immediately prior to such time of determination. Each Party undertak es to promptly notify the other in writing of an occurrence of any of the events specified in this Section 16.2(f)

.

(g) Throughout the Term, either Party has the right to suspend performance of or terminate this Ag reement immediately by giving written notice to the other Party in the event that it has reason to suspect or believe or in the event that:

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

or accident or received a serious threat t hat relates to any of that Party’s flights or to a Codeshared Flight or Codeshared Route; or

(ii) the other Party has received from any relevant Competent Authority notice that it has failed to comply with applicable safety or security requirements; or

(iii) the Un ited States Department of Transportation (DOT), the United States Department of Defense (DOD) or the United States Department of Homeland Security (DHS), or the counterpart authorities in Uruguay , has ordered in writing or orally that the Marketing Carrier ’s Code be removed from Codeshared Flights or Codeshared Routes operated by the Operating Carrier for any reason whatsoever; or

(iv) the civil aviation authority of Uruguay or the United States, as applicable, does not provide safety oversight of its air carri er operators in accordance with the minimum safety oversight standards established by the International Civil Aviation Organization (ICAO), which results in Uruguay receiving a rating of Category 2 from the Federal Aviation Administration (FAA), or the Uni ted States receiving an equivalent rating from counterpart authorities in Uruguay , respectively ; provided, however, that the Parties acknowledge that as of the Effective DatePluna

- AA Codeshare Contract Final ( Redacted) 15 Uruguay’s civil aviation authority has a Category 2 rating from the FAA and agree that with respect to Uruguay’s civil aviation authority this provision will be suspended until such time as Uruguay’s civil aviation authority has received a Category 1 rating from the FAA at which time it

will be in full force and effect

.

If a Party su spends this Agreement pursuant to this Section, as soon as the reason for the suspension no longer exists it shall notify the other Party and this Agreement will recommence within thirty (30) days after the date of notice under the same terms and

condition s, or under amended terms and conditions in accordance with Section 30.1 . A Party that suspends t his Agreement pursuant to this Section may at any time during the suspension terminate this Agreement by giving n otice in writing to the other Party. If this Agreement is suspended or terminated pursuant to this Section 16.2(g)

, Sections 16.3 through 16.4 shall apply.

16.3 Subject to Section 16.4 , in the event of termination of this Agreement the Marketing Carrier shall, in its sole discretion, unless termination is pursuant Section 16.2(f) or Annex C , 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 app licable, endorse or otherwise modify or reissue such tickets to permit use on the Operating Carrier. The Operating Carrier shall accept passengers traveling on such tickets as if such reservations had been booked through the Operating Carrier using

ordina ry interline procedures but giving effect to the revenue settlement methodology provided for in Section 6 of this Agreement.

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

Se ction 16.2(d) or 16.2(e) , the Operating Carrier, in its sole discretion, may decline any or all passengers scheduled to be traveling on Marketing Carrier Tickets. The Marketing Carrier shall be solely responsible for transferring the reservations of such passengers to other carriers or making other alternative arrangements.

17. INDEMNIFICATION

17.1 Without prejudice to any other written agre ement or arrangement of either Party to indemnify the other Party, the Party that is the Operating Carrier (or whose Authorized Affiliate or Authorized Wet Lessor is the Operating Carrier) shall indemnify, defend, and hold harmless the Marketing Carrier an d 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 wit h (or alleged to arise out of, be caused by, or occurring in connection with) any of the following:

(a) the death of or injury to or delay of persons, or delay or loss of or damage to property (including aircraft, equipment, baggage, mail or cargo) occurring while such persons or property are under the control or in the custody of, or being transported by, the Operating Carrier (including, for the avoidance of doubt, Damages arising out of the death of or injury to Codeshared Passengers traveling on Marketing Carrier Tickets irrespective of conditions or liability limits that apply or may purport to apply);Pluna

- AA Codeshare Contract Final ( Redacted) 16 (b) the death of or injury to, or loss or damage to property of, third parties not carried on board the aircraft operated by the Operating Carrier but occurrin g in connection with such operations;

(c) negligent acts or omissions of the Operating Carrier related to its obligations under this Agreement, other than Damages to the extent addressed in

Section 17.1 (a) or (b) o r Section 17.2 (a) or (b) ;

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

in Section 14 of this Agreement; or

(e) infringement of a third

- party’s intellectual property or similar rights by the Operating Carrier’s logos, trademarks, service marks or trade names.

PROVIDED THAT, the Operating Carrier shall not be required to indemnify any Marketing Carrier Indemnified Party for any liabi lity arising from the Marketing Carrier Indemnified Party’s willful misconduct. THE OPERATING CARRIER

UNDERSTANDS AND ACKNOWLEDGES THAT UNDER THE CIRCUMSTANCES

ADDRESSED BY SECTIONS 17.1 (a) AND 17.1 (b) , IT WILL BE REQUIRED TO

INDEMNIFY A MARKETING CARRIER INDEMNIFIED PARTY AGAINST

DAMAGES ARISING FROM SUCH MARKETING CARRIER INDEMNIF IED PARTY’S OWN NEGLIGENCE (BUT NOT WILLFUL MISCONDUCT).

17.2 Subject to the indemnities provided in Section 17.1(a) , and without prejudice to any other written agreement or arrangement of either Party to indemnify t he other Party, the Party that is the Marketing Carrier (or whose Affiliate is the Marketing Carrier) shall indemnify, defend, and hold harmless the Operating Carrier and its Affiliates and their respective directors, officers, employees, and agents (each individually an, or collectively the, “ Operating Carrier Indemnified Party ”) from and against any and all Damages arising out of, caused by, or occurring in connection with (or alleged to arise out of, be caused by, or occurring in connection with) any of the following:

(a) the death of or injury to or delay of persons, or delay or loss of or damage to property (including aircraft, equipment, baggage, mail or cargo) occurring while such persons or property are under the control or in the custody of, or being

t ransported by, the Operating Carrier, but only to the extent caused by the willful misconduct of the Marketing Carrier;

(b) the death of or injury to, or loss or damage to property of, third parties not carried on board the aircraft operated by the Operating Carrier but occurring in connection with such operations, but only to the extent caused by the willful misconduct of the Marketing Carrier;

(c) negligent acts or omissions of the Marketing Carrier that are related to its obligations under this Agreement, othe r than Damages to the extent addressed in

Section 17.1(a) or (b) or Section 17.2 (a) or (b) ;

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

, deliver and complete transportation documentation in accordance with the provisions of the standard IATA or other applicable ticketing procedures, including, without limitation, the failure to put a proper notice of the limits ofPluna

- AA Codeshare Contract Final ( Redacted) 17 liability under the Wars aw Convention, as amended, or the Montreal Convention of 1999, as amended, on such documentation (it being understood that in ticketing Codeshared Passengers, the Marketing Carrier is entitled to apply the limits of liability provided for in its own Condit ions of Carriage); provided, however, that the Marketing Carrier shall only be liable under this

Section 17.2 (d) for that portion of any Damages that is in excess of th e Damages against which the Operating Carrier would have been required to indemnify the Marketing Carrier under Section 17.1(a) if the Marketing Carrier had properly complied with all IATA ticketing procedures;

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

Section 14 of this Agreement; or

(f) infringement of a third

- party’s intellectual property or similar rights by the Marketing Carrier’ s logos, trademarks, service marks or trade names.

17.3 A Party (the “ Indemnified Party ”) that believes it is entitled to indemnification from the other Party (the “ Indemnifying Party ”) pursuant to the terms of this Agreement with respect to a claim for Damage s (i.e., a third

- party claim) shall provide the Indemnifying Party with written notice (an “ Indemnification Notice ”) of such claim (provided, however, that the failure to give such notice shall not relieve the Indemnifying Party of its obligations hereunde r except to the extent that such failure is materially prejudicial to the Indemnifying Party), and the Indemnifying Party shall be obligated and entitled, at its own cost and expense and by its own legal advisors, to control the defense of or to settle

any such third

- party claim. The Indemnifying Party shall have the right to elect to settle any such claim for monetary Damages only, subject to the consent of the Indemnified Party; provided, however, if the Indemnified Party fails to give such consent to a settlement that has been agreed upon by the Indemnifying Party and the claimant in question within twenty (20) days of being requested to do so, the Indemnified Party shall assume the defense of such claim or demand and regardless of the outcome of such

ma tter, the Indemnifying Party’s liability hereunder shall be limited to the amount of any such proposed settlement. If the Indemnifying Party fails to take any action against the

third

- party claim that is the subject of an Indemnification Notice within thi rty (30) days of receiving such Indemnification Notice, or otherwise contests its obligation to indemnify the Indemnified Party in connection therewith, the Indemnified Party may, upon providing prior written notice to, but without the further consent of, the Indemnifying Party settle or defend against such third

- party claim for the account, and at the expense, of the Indemnifying Party. Except as set forth in this Section 17.3 , the Indemnified Party shall not en ter into any settlement or other compromise or consent to a judgment with respect to a third

- party claim to which the Indemnifying Party has an indemnity obligation without the prior written consent of the Indemnifying Party.

17.4 Each Indemnified Party shall have the right, but not the duty, to participate in the defense of any claim with attorneys of its own choosing and at its own cost, without relieving the Indemnifying Party of any obligations hereunder. In addition, even if the Indemnifying Party assumes the defense of a claim, the Indemnified Party shall have the right to assume control of the defense of any claim from the Indemnifying Party at any time, and to elect to settle or defend against such claim; provided, however, the Indemnifying Party

shall have no indemnification obligations with respect to such claim except for the costs and expenses of the Indemnified Party (other than attorneys’ fees incurred in participatingPluna

- AA Codeshare Contract Final ( Redacted) 18 in the defense of such claim) incurred prior to the assumption of the defense of the claim by the Indemnified Party.

17.5 Each Party further agrees to indemnify, defend and hold harmless the other Party from and against any and all Taxes (as defined in Annex A ), or assessments, as the case may be, levied upon or advanced by the Indemnifi ed Party, but that ultimately the Indemnifying Party would be responsible for paying, which resulted from any transaction or activity contemplated by this Agreement.

17.6 The rights and obligations of the Parties under this Section 17 shall survive the Termination Date or expiration of this Agreement.

18. INSURANCE

18.1 The Operating Carrier shall procure and maintain for the benefit of the Marketing Carrier during the term of this Agreement wit h insurance carriers of known financial responsibility, insurance of the type and in the amounts listed below:

(a) Third Party Legal Liability in respect of all operations, including but not limited to aircraft (owned and non

- owned) liability (including risks hijacking and allied perils), passenger and crew baggage and personal effects, funeral and repatriation expenses (including crew), all reasonable expenses arising out of the Family Assistance Act (United States) and/or similar regulations applying elsewhe re in the world, cargo, mail, hangarkeepers, comprehensive general liability, or its equivalent including premises, products, completed operations, liquor law liability, and contractual liability. This insurance must be primary without right

of contributi on from any insurance carried by the Marketing Carrier to the extent of the indemnity specified in Section 17.1 , and shall (i) name the Marketing Carrier and the Marketing Carrier Indemnified Parties as additiona l insureds to the extent of the protections afforded the Marketing Carrier under the indemnity specified in Section 17.1 , (ii) contain a severability of interest clause and a breach of warranty clause in favor of the Marketing Carrier, and (iii) specifically insure the Operating Carrier’s indemnification obligations under this Agreement to the full extent of the coverage provided by the Operating Carrier’s policy or policies

.

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

less than USD $ 5 00,000,000 per any one occurrence for each aircraft, including bodily injury, death, personal injury, property damage, passenger (including Codeshared Passengers and other revenue and non

- revenue passengers) legal liability and war and allied perils combined, over all coverages and in the aggregate as applicable, but (i) personal injury limited to USD $25,000,000 per offense and in the annual aggregate except with respect to passengers (including

C odeshared Passengers and other revenue and non

- revenue passengers) , and (ii) war and allied perils may be subject to an annual aggregate limit ; provided, however, in the event that the Operating Carrier at any time purchases any such

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

one occurrence for each aircraft

, the Marketing Carrier shall have the benefit of such higher limits

.Pluna

- AA Codeshare Contract Final ( Redacted) 19 (b) Hull all risk insurance, including war risk, and such policy shall include a waiver of subrogati on in favor of the Marketing Carrier to the extent of the indemnity specified in Section 17.1

.

(c) Worker’s compensation and employer’s liability insurance, or such other similar or equivalent insurance carried outs ide of the United States, in accordance with statutory limits.

18.2 The Operating Carrier shall provide the Marketing Carrier with certificates of insurance evidencing such coverage no less than thirty (30) days prior to the commencement of the

first Codeshare d Flight, and thereafter within five (5) Business Days of the date of any renewal of such coverage. The certificates must indicate that the above coverage shall not be canceled or materially altered without thirty (30) days’ advance written notice to

the Marketing Carrier and that the Marketing Carrier shall be notified of any expiration or renewal of such coverage. The notice period in respect of war and allied perils coverage shall be seven (7) days or such lesser period as is or may be available in acc ordance with the policy providing such coverage.

19. TAXES

19.1 Subject to Section 19.4 , each Party shall be responsible for any net or gross income or franchise taxes (or taxes of a similar na ture) on the revenues or income or any measure thereof which is attributable to it in connection with the sale of air transportation pursuant to this Agreement.

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

co llect, 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, r eport and remit to the taxation authorities

any non

- interlineable Ticket Taxes levied in connection with sales of the Codeshared Flights.

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

connection with the sales of the Codesha red Flights. If the Ticketing Carrier is the Marketing Carrier or a third

- party, the Operating Carrier shall report and issue a debit invoice to the Ticketing Carrier through the IATA Clearing Housefor any interlineable Ticket Taxes levied in connection w ith the sales of the Codeshared Flights. The Operating Carrier shall remit to taxation authorities all

such interlineable Ticket Taxes.

(c) The Operating Carrier may bill the Ticketing Carrier for any Ticket Taxes due or payable on or measured by passenger e nplanement and payable or remittable by the Operating Carrier or the Marketing Carrier in accordance with industry guidelines outlined in the IATA Revenue Accounting Manual (IATA

- RAM).

(d) If the Ticketing Carrier is a third

- party, the Marketing Carrier shall use commercially reasonable efforts to cause such third

- party to implement the foregoing provisions.Pluna

- AA Codeshare Contract Final ( Redacted) 20 19.3 Notwithstanding the provisions of Section 19.2 , if the Ticketing Carrier is prohibited by law from collecting certain Ticket Taxes in the country where tickets are sold or where travel documents are issued, then the Ticketing Carrier is relieved only from collecting such Ticket Taxes so prohibited by law and shall notify the Operating Carrier within thirty (30) d ays of the enactment of such laws which Ticket Taxes it is prohibited from collecting and render reasonable assistance to the Operating Carrier so that procedures can be implemented to collect such Ticket Taxes from the passenger.

19.4 Both Parties acknowledge that the tax laws of the countries in which they may operate in connection with the Codeshared Flights may require withholding of Taxes on certain of the payments that either of the Parties or their agents (the “ Payor ”) may be required to pay to the other Party (the “ Payee ”), under this Agreement. It is agreed that payments to the Payee shall be exclusive of such withholding, provided however, that the Payor shall inform the Payee in writing with at least forty five (45) days’ advance notice of its intent to withhold the Taxes and the legal basis for such withholding. The Payor shall inform the Payee:

(a) within fifteen (15) days of receipt by the Payor of any directives that may be given to the Payor by such taxation authority; and

(b) within fifteen (15) days of payment by the Payor to the relevant taxation authority the amounts withheld by Payor.

19.5 For U.S. income tax purposes, Pluna shall annually and timely furnish American, a valid, completed and duly executed U.S. Federal Form W

- 8ECI (Certificate of Foreig n Person’s Claim That Income Is Effectively Connected With the Conduct of a Trade or Business in the United States) or 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 payment s made to

Pluna . In the event the Payor is required to withhold taxes under the procedures of

Section 19.4 , the Payor shall provide to the Payee within thirty (30) days of such withholding a tax receipt and copi es of any support for the payment as may be necessary to support a claim by the Payee of a foreign tax credit under Applicable Laws.

19.6 If either Party receives notice from any taxation authority with respect to any assessment or potential assessment or impo sition of any Tax (collectively, an “ Assessment ”) relating to this Agreement, that the other Party may be responsible for paying, directly or indirectly, the Party so notified shall inform the other Party in writing within ten (10) days of receipt of such notice. If the Party receiving such notice from a taxation authority is or will be required to pay any Assessment for which the other Party is ultimately responsible, it shall be entitled to be indemnified against such Assessment in accordance

with Sectio n 17.5 . The Indemnifying Party shall have the option to defend or contest such Assessment in accordance with the procedures set forth in Section 17

.Pluna

- AA Codeshare Contract Final ( Redacted) 21 20. JOINT MANAGEMENT COMMITTEE

20.1 Coincident with the execution of this Agreement, American and Pluna will create a joint management committee (the “ Committee ”). American and Pluna will each designate two (2) management representa tives to the Committee and each will have the right to replace its management designees at any time upon prior written notice to the other Party. The Committee will endeavor to meet annually (in person or by telephone) at a mutually agreed time and locati on and will meet at such additional times as it determines appropriate for the performance of its responsibilities or as reasonably requested by either Party. Each meeting will be conducted in accordance with an agenda to be determined as

described below. Either Party may place an item on the agenda of any meeting of the

Committee.

20.2 The Committee will oversee the management of the transactions and relationships contemplated in this Agreement, and, in that capacity, will review the planning and implementat ion of the cooperative services of American and Pluna , and their respective airline Affiliates. The Committee will, as part of its responsibilities, monitor customer service quality, system development, performance of Codeshared Flights, marketing

approac h and techniques, shared use of facilities, frequent flyer arrangements, and all other aspects of the implementation, operation, and compliance with this Agreement, the Frequent Flyer Participating Agreements, and any other marketing agreements between

th e Parties (e.g., cargo, alliance) , if any . The Committee will consider ways to improve the performance and efficiency of the cooperative services to reduce costs and to increase

the benefits afforded to American and Pluna by the relationship. The Committ ee 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, joi nt purchasing of fuel and other items, facilities consolidation, maintenance, insurance, and the provision of management services and systems by American and/or Pluna and their respective Affiliates. The Committee will resolve any differences between the Parties on a fair and amicable basis. In performing its responsibilities, the Committee will be mindful of, and will comply with, all laws and regulations applicable to American and Pluna , including, without limitation, laws and regulations governing comp etition between American and

Pluna

.

21. FORCE MAJEURE

21.1 Except with respect to the performance of payment, confidentiality, and indemnity obligations, which shall be unconditional under this Agreement, neither Party shall be liable for delays in or failure to perform under this Agreement to the extent that such delay or failure (an “ Excusable Delay ”) (a) is caused by any act of God, war, act of terrorism, natural disaster, strike, lockout, labor dispute, work stoppage, fire, s erious accident, epidemic or quarantine restriction, act of government or any other cause, whether similar or dissimilar, beyond the control of that Party; and (b) is not the result of that Party’s lack of reasonable diligence. If an Excusable Delay conti nues 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.Pluna

- AA Codeshare Contract Final ( Redacted) 22 22. GOVERNING LAW AND DISPUTE RESOLUTION

22.1 This Agreement shall in all respects be governed by and construed in accordance with the laws of the State of New York (without regard to its conflict of laws principles) including all matters of construction, vali dity and performance.

22.2 All disputes arising out of or in connection with this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the “ Rules ”) by a panel of arbitrators appointed in accordance with su ch Rules. The arbitration panel shall consist of three (3) arbitrators who are knowledgeable about the legal, marketing, and other business aspects of the airline industry, and fluent in the English language. The arbitration may be conducted by only one (1) arbitrator if Pluna and American agree in advance of the arbitration on a mutually acceptable individual. The arbitration proceedings shall take place in New York, New York, and shall be conducted in the English language.

22.3 Each Party irrevocably submi ts to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any State Court sitting in New York, for purposes of enforcing any arbitral award or for other legal proceedings arising out of this Agreem ent 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 defen se or otherwise, any claim that it is not subject to the jurisdiction of any such court and any objection that it may have as to venue or inconvenient forum in respect of claims or actions brought in such court.

22.4 Each Party irrevocably designates, appoints , authorizes and empowers as its agent for service of process the Secretary of State of the State of New York or C.T. Corporation System at its offices presently located at 111 Eighth 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, or proceeding of the nature referred to

in this Section 22 in any State or Federal court sitting in New York. Each Party ha s empowered the Secretary of State of the State of New York or C.T. Corporation System as its agent for service of process by the granting of power of attorney. Such designation and appointment will continue unless and until notice is given. Nothing in t his

Section 22 affects the right of any Party to serve process in any manner permitted by law, or limits any right that any Party may have to bring proceedings against the other Party in the courts of any jurisdi ction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

22.5 Pluna and American each acknowledge that the transactions contemplated in this Agreement involve commercial activity carried on in the United State s of America. To the extent that either Party or any of its property is or becomes entitled at any time to any immunity on the grounds of sovereignty or otherwise, including under the Foreign Sovereign Immunities Act of 1976 of the United States of Americ a, from any legal action, suit, arbitration proceeding or other proceeding, from set

- off or counterclaim, from the jurisdiction of any court of competent jurisdiction, from service of process, from attachment prior to judgment or after judgment, from attac hment in aid of execution or levy or execution resulting from a decree or judgment, from judgment or from jurisdiction, that Party for itself and its property does hereby irrevocably and unconditionally waive all rights to, and agrees not to plead or claim any such immunityPluna

- AA Codeshare Contract Final ( Redacted) 23 with respect to its obligations, liabilities or any other matter arising out of or in connection with this Agreement or its subject matter. The foregoing waiver and agreement is not subject to withdrawal in any jurisdiction.

23. COVENANT T O COMPLY WITH ALL LAWS

23.1 In performing its obligations under this Agreement, each Party shall, at its own cost and expense, fully comply with, and have all licenses under, all applicable federal, state,

p rovincial and local laws, rules and regulations of the United States, Uruguay and all

third countries including rules and regulations promulgated by the U.S. National Transportation Safety Board, U.S. Department of Transportation, U.S. Federal Aviation

Adm inistration, the U.S. Department of Defense, the U.S. Department of Homeland Security and the counterpart agencies in Uruguay . Each Party further agrees to participate in (i) the Advance Passenger Information System ( APIS ) program whereby the Operating Ca rrier will, upon request, supply the U.S. Bureau of Customs and Border Protection (“ CBP ”) with the required passenger manifest data from its flight(s) inbound to and outbound from the United States at the time of departure; (ii) the U.S. Department

of Home land Security (“ DHS ”) Electronic System for Travel Authorization (“ ESTA ”),

and (iii ) the DHS Secure Flight program

.

23.2 If either Party has notice that a provision of this Agreement is contrary to any Applicable Laws or governmental regulations, that Party sh all immediately notify the other Party in writing, such notice to include a description of the perceived violation of regulation and supporting written materials that facilitate the other Party’s investigation of such perceived violation.

24. PUBLICITY

Except as required by Applicable Law, neither Party may issue any written press release concerning this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed.

25. C ONFIDENTIALITY

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 (co llectively, the “ Representatives ”), at all times, maintain strict confidence and secrecy in respect of all Confidential Information of the other Party (including its Affiliates) received directly or indirectly as a result of this Agreement. If a Party (th e “ Disclosing Party ”) is requested to disclose any Confidential Information of the other Party (the “ Affected Party ”) under the terms of a subpoena or order issued by a court or governmental body, it shall (a) notify the Affected Party immediately of the

e xistence, terms, and circumstances surrounding such request, (b) consult with the Affected Party on the advisability of taking legally available steps to resist or narrow such request, and (c) if any disclosure of Confidential Information is required to pr event the Disclosing Party from being held in contempt or subject to other legal penalty, furnish only such portion of the Confidential Information as it is legally compelled to disclose and use commercially reasonable efforts to obtain an order or other r eliable assurance

that confidential treatment shall be accorded to the disclosed Confidential Information. Each Party agrees to transmit Confidential Information only to such of its Representatives as required for the purpose of implementing and administe ring this Agreement, and shallPluna

- AA Codeshare Contract Final ( Redacted) 24 inform such Representatives of the confidential nature of the Confidential Information and instruct such Representatives to treat such Confidential Information in a manner

consistent with this Section 25.1

.

25.2 Within ninety (90) days after the termination of this Agreement, each Party shall, either deliver to the other Party or destroy all copies of the other Party’s Confidential Information in its possession or the possession of any o f its Representatives (including, without limitation, any reports, memoranda or other materials prepared by such Party or at its direction) and purge all copies encoded or stored on magnetic or other electronic media or processors, unless and only to the e xtent that the Confidential Information is necessary for the continued administration and operation of such Party’s programs or is reasonably necessary in connection with the resolution of any dispute between the

Parties.

25.3 Each Party acknowledges and agree s that in the event of any breach of this Section 25

, the Affected Party shall be irreparably and immediately harmed and could not be made whole by monetary Damages. Accordingly, it is agreed that, in addition t o any other remedy at law or in equity, the Affected Party shall be entitled to an injunction or injunctions (without the posting of any bond and without proof of actual Damages) to prevent breaches or threatened breaches of this Section 25 and/or to compel specific performance of this Section 25

.

25.4 The confidentiality obligations of the Parties under this Section 25 shall survi ve the Termination Date or expiration of this Agreement for a period of five (5) years.

26. ASSIGNMENT

Neither Party may assign or otherwise convey any of its rights under this Agreement, or delegate or subcontract any of its d uties hereunder, without the prior written consent of the other Party; provided however, that each of American and Pluna may assign, subcontract or delegate any of its rights, duties or obligations under this Agreement to any of its Affiliates provided tha t such assignment and/or delegation

shall not relieve American or Pluna of any of its obligations under this Agreement.

27. SEVERABILITY

If any provision of this Agreement is or becomes illegal, invalid or unenforceable unde r the law of any jurisdiction, such provision shall be severed from this Agreement in the jurisdiction in question and shall not affect the legality, validity or enforceability of the remaining provisions of this Agreement nor the legality, validity or the enforceability of such provision under the law of any other jurisdiction; unless, in the reasonable opinion of either Party, any such severance affects the commercial basis of this Agreement, in which case the Party shall so inform the other Party and the Parties shall negotiate in good faith to agree upon modification of this Agreement so as to maintain the balance of the commercial interests of the Parties. If, however, such negotiations are not successfully concluded within ninety (90) days from the da te a Party has informed the other that the commercial basis has been affected, either Party may terminate this Agreement by giving at least thirty (30) days’ prior written notice to the other Party.Pluna

- AA Codeshare Contract Final ( Redacted) 25 28. EXCLUSIVITY

28.1 This Agreem ent is non

- exclusive and does not preclude either Party from entering into or maintaining marketing relationships, including codesharing, with other airlines, except

that :

(a) D uring the term of this Agreement, Pluna shall not, and shall cause its Affiliates

not to:

(i) place the Pluna 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

Pluna or any Affiliate of Pluna , without American’s prior written

consent; or

(iii) place the Pluna Code or any Affiliate’s Code, on any flight to, from, via,

or within the United States, other than flights operated by Pluna and its Affiliates and American and its Affiliates, without American’s prior written consent; or

(iv) permit any air carrier, other than American and its Affiliates, to place its Code on any flight s to, from, via, or within the United States, operated by Pluna or any Affiliate of Pluna , without American’s prior written

consent.

(b) D uring the term of this Agreement, American shall not, and shall cause its

Affiliates not to:

(i) place the A A Code or any Af filiate’s Code, on any flight operated by any air carrier domiciled in Uruguay, other than Pluna and its Affiliates, without Pluna’s prior written consent; or

(ii) permit any air carrier domiciled in Uruguay, other than Pluna and its Affiliates, to place its Code on any flight operated by Americ an or any Affiliate of American, without Pluna ’s prior written consent; or

(iii) place the A A Code or any Affiliate’s Code, on any flig ht to, from, via, or within Uruguay , other than flights operated by American and its

Affi liates and Pluna and its Affiliates, without Pluna ’s prior written

consent; or

(iv) permit any air carrier, other than Pluna and its Affiliates, to place its Code on any flights to, from, via, or within Uruguay , operated by

American or any Affiliate of America n , without Pluna ’s prior written

consent.

28.2 The foregoing Section 28.1 shall not apply to:Pluna

- AA Codeshare Contract Final ( Redacted) 26 (a) codeshared arrangements currently in force between each of Pluna and American

and third

- parties, and any future renewals or modifications of such commitments;

(b) codeshared arrangements with air carriers that provide only air cargo services (i.e., no commercial passenger air transport services); or

(c) codeshared arrangements with any member of the one worldTM Alliance.

29. FURTHER ASSURANCES

29.1 Each Party shall perform such further acts and execute and deliver such further instruments and documents at such Party’s cost and expense as may be required by Applicable Law, ru les or regulations or as may be reasonably requested by the other to carry out and effectuate the purposes of this Agreement.

29.2 If and to the extent the transactions or activities contemplated by this Agreement require the cooperation or participation of an Affiliate or an Authorized Wet Lessor that is not a party hereto, then its Parent Carrier shall cause such Affiliate or Authorized Wet Lessor to cooperate or participate in such transaction or activity. Without limiting the generality of the foregoing, i f 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 com ply with all obligations imposed on an Operating Carrier hereunder as if such Affiliate or Authorized Wet Lessor were a party hereto. The Parent Carrier shall be jointly and severally obligated and liable with such Affiliate or Authorized Wet Lessor

for a ll such obligations, including, without limitation, the indemnity and insurance requirements of this Agreement. In addition, the Parent Carrier shall cause such Affiliate or Authorized Wet Lessor to perform such acts and execute and deliver such further

i nstruments and documents as may reasonably be required by the other Party to provide for such cooperation and participation, including, without limitation, execution of an addendum providing for such Affiliate or Authorized Wet Lessor to become a party to this Agreement.

30. MISCELLANEOUS

30.1 This Agreement contains the entire agreement between the Parties relating to its subject matter, and supersedes any prior understandings or agreements between the Parties regarding the same subject matter. This Agreement may not be amended or modified except in writing signed by a duly authorized Representative of each Party.

30.2 The relationship of the Parties hereunder shall be that of independent contractors. Neither Party is intended to ha ve, and neither of them shall represent to any other Person that it has, any power, right or authority to bind the other, or to assume, or create, any obligation or responsibility, express or implied, on behalf of the other, except as expressly required by this Agreement or as otherwise permitted in writing. Nothing in this Agreement shall be construed to create between the Parties and/or the Parties’ Representatives any partnership, joint venture, employment relationship, franchise or agency (except that the Operating Carrier shall have supervisory control over all passengers during any Codeshared Flight, including any employees, agents or contractors of the Marketing Carrier who are on board any such Codeshared Flight).Pluna

- AA Codeshare Contract Final ( Redacted) 27 30.3 In the event that there occurs a s ubstantial change in market conditions in general or in the condition of either Party, which change is not substantially the result of an act or omission of the Party requesting a change or amendment to this Agreement, and which change has a material adver se effect on either Party to this Agreement, then American or

Pluna may propose a review of or amendment to this Agreement to limit or expand any of the terms, to extend the relationship to additional activities or city

- pair destinations or

otherwise to mo dify in any way the transactions or relationships contemplated in this Agreement. However, neither American nor Pluna will have any obligation, for any reason, to effect such an amendment.

30.4 All rights, remedies and obligations of the Parties hereto shall accrue and apply solely to the Parties hereto and their permitted successors and assigns; there is no intent to benefit any third

- parties, including the creditors of either Party.

30.5 This Agreement may be executed and delivered by the Parties in separate c ounterparts, each of which when so executed and delivered shall be an original, but all of which taken together shall constitute one and the same instrument.

30.6 No failure to exercise and no delay in exercising, on the part of any Party, any right, remedy, p ower or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof of the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. The failure of any Party to insist upon a strict performance of any of the terms or pr ovisions of this Agreement, or to exercise any option, right or remedy herein contained, shall not be construed as a waiver or as a relinquishment for the future of such term, provision, option, right or remedy, but the same shall continue and remain in fu ll force and effect. No waiver by any Party of any term or provision of this Agreement shall be deemed to have been made unless expressed in writing and signed by such Party.

30.7 This Agreement is the product of negotiations between Pluna and American, and s hall be construed as if jointly prepared and drafted by them, and no provision hereof shall be construed for or against any Party by reason of ambiguity in language, rules of construction against the drafting Party, or similar doctrine.

30.8 Although translati ons of this Agreement may be made into any other language for the convenience of the Parties, the English version will govern for all purposes of the interpretation and performance of this Agreement.

30.9 Neither Party shall be liable for any exemplary, puniti ve, special or consequential Damages, including lost revenues, lost profits or lost prospective economic advantage, arising from any performance or failure to perform under this Agreement, even if such Party knew or should have known of the possibility the reof, 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

ACCORDANCE WITH SECTION 17 FOR DAMAGES ARISING OUT OF OR RELATING TO A CLAIM, SUIT OR CAUSE OF ACTION BY A THIRD PARTY.Pluna

- AA Codeshare Contract Final ( Redacted) 28 31. NOTICES

Unless otherwise expressly required in this Agreement or the Procedures Manual, all notices, rep orts, invoices and other communications required or permitted to be given to or made upon a Party to this Agreement shall be in writing, shall be addressed as provided below and shall be considered as properly given and received: (i) when delivered, if del ivered in person (and a signed acknowledgment of receipt is obtained); (ii) three (3) Business Days after dispatch, if dispatched by a recognized express delivery service that provides signed acknowledgments of receipt; (iii) seven (7) Business Days after deposit in the applicable postal service delivery system; or (iv) if transmitted by facsimile, upon completion of transmission and upon confirmation by the sender (by a telephone call to a Representative of the recipient or by machine confirmation) that th e transmission was received. For the purposes of notice, the addresses of the Parties shall be as set forth below; provided, however, that either Party shall have the right to change its address for notice to any other location by giving at least three (3 ) Business Days prior written notice to the other Party in the manner set forth above.

If to American Airlines, Inc.: 4333 Amon Carter Blvd., MD 5635 Fort Worth, Texas 76155

Attention: Managing Director

– Strategic Alliances Responsible for Pluna C odeshare

Facsimile: (817) 963

- 3179 Telephone: (817) 963

- 2261

with a copy to: 4333 Amon Carter Boulevard, MD 5675 Fort Worth, Texas 76155

Attention: Corporate Secretary

Phone: (817) 963

- 3598

Facsimile: (817) 967

- 4313

If to PLUNA Líneas Aéreas Uruguayas S.A. : Miraflores 1445 Montevideo, Postal Code 11500, República Oriental del Uruguay

Attention: Commercial Vicepresident

Facsimile: +598 26042260 Telephone: + 59826042244

With a copy to:

Miraflores 1445 Montevideo, Postal Code 1150 0, República Oriental del U ruguay Attention: General Counsel

[remainder of page left intentionally blank]Pluna

- AA Codeshare Contract Final (Redacted) A 1 ANNEX A

DEFINITIONS

“ Affected Party ” has the meaning assigned to such term in Section 25.1

.

“ Affiliate ” means, with respect to any Person or entity, any other Person or entity directly or indirectly controlling, controlled by, or under common control with, such Person or entity. For purposes of this

de finition, “control” (including “controlled by” and “under common control with”) means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person or entity, whether through the ownership of voting secur ities, by contract or otherwise.

“ Agreement ” has the meaning assigned in the preamble to this Agreement.

“ Airline Guides ” means the printed and electronic data versions of the “Official Airline Guide” and the “ABC World Airlines Guide,” and their respect ive successors.

“ American ” has the meaning assigned in the preamble to this Agreement.

“ Applicable Law ” means all applicable laws of any jurisdiction including securities laws, tax laws, tariff and trade laws, ordinances, judgments, decrees, injunctions, writs, and orders or like actions of any Competent Authority and the rules, regulations, orders or like actions of any Competent Authority and the interpretations, licenses, and permits of any Competent Authority.

“ Assessment ” has the meaning assigned to s uch term in Section 19.6

.

“ ATPCO ” means the Airline Tariff Publishing Company.

“ Authorized Affiliate ” means with respect to American, American Eagle Airlines, Inc., Executive Airlines, Inc. and any air carrier o perating flights with American’s Code under the AmericanConnection ®
brand name, currently Chautauqua Airlines, Inc.

, and with respect to Pluna

, currently no other air carrier

.

“ Authorized Wet Lessor ” has the meaning assigned to such term in Section 2.9

.

“ Business Day ” means any day other than a Saturday, Sunday or other day in which banking institutions in New York, New York USA, or Montevideo, Uruguay , are required by law, regulation or executive

order to be closed.

“ Carrier Cod e Box ” means (i) for paper tickets, the field containing the two character airline designator code as defined in IATA Resolution 727, or (ii) for electronic (or e

- ) tickets the three alphanumeric characters contained in the “Sold Airline Designator (Market ing Carrier)” field as defined in IATA

Resolution 722f.

“ CBP ” means the U.S. Bureau of Customs and Border Protection.

“ Code ” means the two (2) character identifier assigned to a carrier by IATA for the purpose of exchanging interline carrier messages in ac cordance with AIRIMP procedures.

“ Codeshare Commission ” has the meaning assigned to such term in Section 6.2

.

“ Codeshared Flight ” means a flight on which both Parties have placed their respective Codes, as define d

in Section 2.1 and Annex B

.Pluna

- AA Codeshare Contract Final (Redacted) A 2 “ Codeshared Routes ” or “ Routes ” means the city

- pair markets set out in Annex B

.

“ Codeshared Passenger ” means a passenger traveling on a Marketing Carrier Flight Coupon.

“ Committee ” has the meaning assigned to such term in Section 20.1

.

“ Competent Authorities ” means any supranational, national, federal, state, county, local, regulatory or municipal government body, bureau, commis sion, board, board of arbitration, instrumentality, authority, agency, court, department, inspectorate, minister, ministry, official or public or statutory person (whether autonomous or not) having jurisdiction over this Agreement or either Party.

“ Conditi ons of Carriage ” means those conditions of contract tariffs and rules of carriage of a Party that govern the transport of passengers traveling on tickets showing such Party’s Code in the Carrier Code Box of the flight coupon.

“ Confidential Information ” mea ns (a) all confidential or proprietary information of a Party, including, without limitation, trade secrets, information concerning past, present and future research, development, business activities and affairs, finances, properties, methods of operation, processes and systems, customer lists, customer information (such as passenger name record or “PNR” data) and computer procedures and access codes; (b) the terms and conditions of this Agreement and any reports, invoices or

other communications between th e Parties given in connection with the negotiation or performance of this Agreement; and (c) excludes (i) information already in a Party’s possession prior to its disclosure by the other Party; (ii) information obtained from a third Person or entity that i s not prohibited from transmitting such information to the receiving Party as a result of a contractual, legal or fiduciary obligation to the Party whose information is being disclosed; (iii) information that is or becomes generally available to the public , other than as a result of disclosure by a Party in violation of this Agreement; or (iv) information that has been or is independently acquired or developed by a Party, or its Affiliate, without violating any of its obligations under this Agreement.

“ CRS ” means a computerized reservations system owned or operated by any entity, including either Party to this Agreement, that contains information about commercial airline schedules, fares, cargo rates, passenger and cargo tariff rules and flight availability that is made available to travel agents, cargo agents

and other non

- airline entities to facilitate their ability to make reservations and issue tickets and air waybills.

“ Damages ” means all third party claims, suits, causes of action, penalties, liabilitie s, judgments, demands, recoveries, awards, settlements, penalties, fines, losses and expenses of any nature or kind whatsoever (including, without limitation, internal expenses of the Indemnified Party, such as employee salaries and the costs of cooperatin g in the investigation, preparation or defense of claims) under the laws of any jurisdiction (whether arising in tort, contract, under the Warsaw Convention, as amended, or the Montreal Convention of 1999, as amended, and related instruments or otherwise), including reasonable costs and expenses of investigating, preparing or defending any claim, suit, action or proceeding (including post judgment and appellate proceedings or proceedings that are incidental to the successful establishment of a right of inde mnification), such as reasonable attorneys’ fees and fees for expert witnesses, consultants and litigation support services.

“ Disclosing Party ” has the meaning assigned to such term in Section 25.1

.

“ Effective Da te ” has the meaning assigned to such term in Section 16.1

.

“ Excusable Delay ” has the meaning assigned to such term in Section 21

.Pluna

- AA Codeshare Contract Final (Redacted) A 3 “ Frequent Flyer Participating Carrier Agreements ” mea ns the agreements, from time to time, between the Parties relating to the participation of one Party in the other Party’s frequent flyer program.

“ Governmental Approvals ” means any authorizations, licenses, certificates, exemptions, designations,

or other approvals of Competent Authorities that are reasonably required (in the opinion of either Party) for the operation of the Codeshared Flights.

“ IATA ” means the International Air Transport Association.

“ IATA Clearing House ” means the clearing house establish ed by IATA to administer and implement revenue settlement by reference to the Revenue Accounting Manual published by IATA.

“ IATA PMP ” has the meaning assigned in Section 6.2 (a).

“ Implementation Date ” [means the d ate of the first codeshare service operated under this Agreement].

“ Inadmissible Passengers ” has the meaning defined in IATA Resolution 701, as modified, supplemented

or amended from time to time.

“ Indemnification Notice ” has the meaning assigned to such term in Section 17.3

.

“ Indemnified Party ” has the meaning assigned to such term in Section 17.3

.

“ Indemnifying Party ” has the meaning assigned to such term in Section 17.3

.

“ Interline Service Charge ” means the payment by the carrier lifting the ticket to the Ticketing Carrier, according to the industry program for compensation for the Ticketing Carrier’s commission sales costs currently set forth in IATA Passenger Services Conference Resolutions 780b and 780d.

“ Interline Traffic Agreement ” or “ ITA ” means that certain Interline Traffic Agreement entered into by the Parties, as may be amended , supplemented or modified from time to time

.

“ IOSA ” has the meaning assigned to such term in Section 3.1(c)

.

“ Licensed Trademark ” has the meaning assigned to such term in Section 13.3

.

“ Marketing Carrier ” means the air carrier whose Code is shown in the Carrier Code Box of a flight coupon for a Codeshared Flight but which is not the Operating Carrier.

“ Marketing Carrier Flight Coupon ” means a flight coupon (electronic or paper) of a ticket issued by the Marketing Carrier, Operating Carrier or a thi rd party for travel on a Codeshared Flight showing the Marketing Carrier’s Code (i) in the carrier code box in the case of a paper ticket, and (ii) in the transporting carrier field in the case of an electronic ticket.

“ Marketing Carrier Indemnified Party ” has the meaning assigned to such term in Section 17.1

.

“ Marketing Carrier Reviews ” has the meaning assigned to such term in Section 10.3

.

“ Marketing Carrier Ticket ” me ans a ticket issued by the Marketing Carrier, Operating Carrier or a

third

- party that contains at least one Marketing Carrier Flight Coupon.Pluna

- AA Codeshare Contract Final (Redacted) A 4 “ Marketing Flight(s) ” means a Codeshared Flight when displayed, sold, or referred to as a flight of the Marketing Carrier rather than a flight of the Operating Carrier, such as when using the Marketing Carrier’s name, designator Code and/or flight number.

“ Mutual Emergency Assistance Agreement ” means the agreement between the Parties relating to provision of assistanc e by one Party to the other Party in the event of aircraft emergency.

“ one worldTM Alliance ” means the globally branded multilateral airline alliance in which American participates.

“ Operating Carrier ” means the air carrier having operational control of an aircraft used for a given Codeshared Flight.

“ Operating Carrier Indemnified Party” has the meaning assigned to such term in Section 16.2

.

“ Normal Fare ” has the meaning assigned to such term in the IATA Prorate Manual Passenger Part 1,

Section E.

“ Parent Carrier ” means American or Pluna , when referenced in relation to another carrier that is not a party to this Agreement and to which American or Pluna , as applicable, is Affiliated or from whom it wet leases aircraft, as applicable.

“ Party ” or “ Parties ” means either or both of American an d Pluna , as the context requires.

“ Payee ” has the meaning assigned to such term in Section 19.4

.

“ Payor ” has the meaning assigned to such term in Section 19.4

.

“ Perso n ” means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or (except for the definition of “Affiliate” herein) government or any agency, authority or political subdivision of a go vernment.

“ Pluna ” has the meaning assigned in the preamble to this Agreement.

“ Procedures Manual ” means a detailed procedures manual prepared by the Parties for implementing the transactions contemplated by this Agreement.

“ Representatives ” has the meani ng assigned to such term in Section 25.1

.

“ Reservations System ” means the internal computerized airline passenger or cargo reservations system used by the personnel of an airline that contains information about f light schedules, fares, cargo rates, passenger and cargo tariff rules and seat availability of that airline and other carriers, and provides the ability to make reservations and issue tickets or air waybills.

“ Rules ” has the meaning assigned to such term i n Section 22.2

.

“ Special Prorate Agreement ” means any bilateral agreement, from time to time, between the Parties relating to the proration of interline revenue.

“ Taxes ” means all taxes, assessments, fees, levies , imposts, duties, stamp taxes, documentary taxes or other charges of a similar nature, including, without limitation, income taxes, value

- added taxes, salesPluna

- AA Codeshare Contract Final (Redacted) A 5 taxes, excise taxes, transactional taxes, exchange control taxes and/or fees, and interest and pen alties related to the foregoing, but excluding Ticket Taxes, that may be imposed by any Competent Authority

.

“ Termination Date ” means 23:59 Coordinated Universal Standard Time on the date provided in the notice of termination given in accordance with Secti on 16.1

.

“ Ticketing Carrier ” means a carrier whose traffic documents are used to issue a ticket.

“ Ticket Handling Fee ” means the payment by the carrier lifting the ticket to the Ticketing Carrier for expenses inc urred as a result of issuing the ticket. Such payment is a percentage, agreed upon bilaterally by the Parties, of the prorated value billed by the carrier that lifted the ticket.

“ Ticket Taxes ” means any transactional taxes or passenger facility charges, including, without limitation, sales taxes, use taxes, stamp taxes, excise taxes, value added taxes, gross receipts taxes, departure taxes, surcharges and travel taxes, and all related charges, fees, licenses or assessments (and any interest or penalty the reon) imposed on passengers (or which air carriers or their agents are required to collect from passengers) by any authority in any country, or political subdivision thereof or public authority operating therein (including, without limitation any national, federal, state, provincial, territorial, local, municipal, port or airport authority) or which are levied upon passengers by operation of Applicable Law or industry standard. Ticket Taxes together with the taxes referred to in Section 19.1 are collectively referred to as

“Taxes”.

“ $ ” or “ US$ ” or “ Dollars ” means lawful currency of the United States of America.

“ Uruguay ” means the Republica Oriental del Uruguay.

“ U.S. ” or “ United States ” means the fifty states of the United States of America, the District of Columbia

and the Commonwealth of Puerto Rico.

“ Wetleased Codeshared Flights ” shall have the meaning assigned to such term in Section 2.9

.Pluna

- AA Codeshare Contract Final (Redacted) B 1 ANNEX B

CODESHARED ROUT ES

The Parties shall mutually designate certain flights serving the Codeshared Routes shown below on which

Pluna shall place its Code. The implementation date for each Codeshared Route shall occur on a date to be mutually agreed between the Parties

, subj ect to obtaining all Governmental Approvals. In the event that all Governmental Approvals have not been obtained by such date for some particular Codeshared Route(s), then the implementation date for each such Codeshared Route shall occur at a later date as mutually agreed by the Parties.

Codeshared Routes Operating Carrier

Between Miami, Florida (MIA) and:

- Montevideo (MVD) AmericanPluna

- AA Codeshare Contract Final (Redacted) C 1 ANNEX C

MINIMUM STANDARDS OF GROUND AND IN

- FLIGHT SERVICES

The Parties agree that international ground and in

- flight services should be competitive with other international carriers operating on the applicable Codeshare Routes, and that the services should remain competitive as improvements are made by other international carriers. The Parties also agree that th e domestic ground and in

- flight services should be competitive with other domestic carriers operating on the applicable Codeshared Routes, and that the services should remain competitive as improvements are made by other domestic carriers. Furthermore, th e Parties agree that their ground and in

- flight services should meet customer expectations, on an ongoing basis. In order to meet these objectives, Pluna and American may from time to time be required to implement service upgrades as mutually agreed upon by

the Parties.

Operating standards and general passenger procedures and policies for the Codeshared Flights are

detailed in the Procedures Manual.

The Parties agree to monitor in

- flight consumer research on customer priorities and satisfaction.

Benchm arking research will be conducted to prioritize individual product features based on their importance to overall customer satisfaction and to obtain customer satisfaction ratings for individual product categories as well as the overall airline experience. Ongoing research will also be conducted during the term of the contract, to monitor customer satisfaction. The Parties will meet periodically to review customer satisfaction and benchmarking research data, in order to identify product categories that

req uire improvement by the carrier(s).

The Parties agree that the number of Codeshared Passenger complaints received by the Marketing Carrier regarding the Codeshared Flights will be measured twice a year by the Marketing Carrier as a ratio of

Codeshared Pas senger complaints per one thousand (1,000) passengers boarded. Codeshared Passenger complaints measured will be those from the following passenger groups: First and Business Class, Full Fare Coach, Premium Frequent Flyer Program Members, Airport Club Memb ers, VIPs (very important persons), customers with disabilities, and complaints regarding sensitive issues (i.e., food poisoning, unaccompanied minors, discrimination, and international documents). If the ratio of Codeshared Passenger complaints for any o ne city

- pair or for the total average of all of the Codeshared Flights, exceeds 0.50 per one thousand (1,000) passengers boarded for any half year period, the Operating Carrier agrees to take the appropriate corrective actions, upon notification by the Mar keting Carrier.

The Operating Carrier agrees to review passenger and baggage mishandling complaints and further, the Operating Carrier agrees to take the appropriate corrective actions.

If the Operating Carrier fails to meet the standards established by this Annex C or incurs excess aircraft incidents affecting the Codeshared Flights, the Marketing Carrier, at its discretion, will be entitled to withdraw its Code from the affected Codeshared Flight(s). If the affected Codeshared Flights are not brought b ack into compliance with this Annex C within ninety (90) days following the removal of the Marketing Carrier’s Code from the affected Codeshared Flight(s), the Marketing Carrier, at its discretion, will be entitled to terminate the Agreement in its entiret y or with respect to the affected Codeshared Flight(s) pursuant to Section 16.2(g)

.

AUTOMATION

The Parties shall develop, design and implement a computer automation system for the operational

interface of each Party’s current computer system in order to provide the highest quality product toPluna

- AA Codeshare Contract Final (Redacted) C 2 Codeshared Passengers. Each Party will be responsible for the cost and expense associated with modifying its own computer system. The Parties shall, at a minimum, agree to develop, design and implement the automation of the following systems to support the Codeshared Flights:

Automated Reservation (PNR) Exchange

- The Operating Carrier will accept automatically Codeshared Passenger PNRs and Special Service Request (SSR) it ems from the Marketing Carrier’s computer system.

Pre

- Reserved Seating

- A mechanism will exist so that pre

- reserved seating on the Codeshared Flights will be available to Codeshared Passengers.

Flight Movement Messages

- The Operating Carrier must provi de, in a timely fashion, flight movement messages (e.g., departure, delay and arrival times) for the Codeshared Flights to the Marketing Carrier’s

computer system.

Airport Check

- in

- Automation must exist between the Parties so that transiting passengers will not need

to recheck

- in at the transit city. Codeshared Passengers will check

- in at the applicable origin station and be provided boarding passes for all segments of such Codeshared Passengers’ itinerary.

Hand Back Messages (Post Departure Reconcil iation and Close

- out)

- The Operating Carrier must provide electronically a list of Codeshared Passengers who traveled on the Codeshared Flights. The preferred format is an IATA

- standard Passenger Reconciliation List (PRL).

FACILITIES

The Parties acknow ledge the importance of maintaining functional and accurate signs identifying the Marketing Carrier, as appropriate, to facilitate passenger convenience and to avoid confusion at airports served by the Codeshared Flights. The Operating Carrier shall ensur e that ticket counters at each station will identify prominently the Marketing Carrier, and promote the Marketing Carrier equally to the other airlines that have a similar cooperative relationship with the Operating Carrier at such airports. The

Parties s hall mutually agree on the placement of such signs, subject to the approval of the relevant airport authority or other lessors.

The Operating Carrier will be responsible for the cost and expense associated with developing and installing the appropriate si gns at airports served by the Codeshared Flights.

Each Party shall make commercially reasonable efforts to depart from or arrive at the same terminal at airports served by Codeshared Flights.

GATE AND RAMP HANDLING

The Operating Carrier shall arrange for trained personnel, acceptable to the Marketing Carrier, to handle all gate (including ramp handling) and boarding services of Codeshared Passengers on the Codeshared Flights.

All costs, fines, and penalties incurred with a refusal by the immigration ( or equivalent) authorities of a country to permit entry of any Codeshared Passengers at a destination point, shall be borne by the Operating Carrier that delivers the passenger on the international segment of the itinerary.Pluna

- AA Codeshare Contract Final (Redacted) D 1 ANNEX D

RESERVEDPluna

- AA Codeshare Contract Final (Redacted) E 1 ANNEX E

F INANCIAL SETTLEMENT

Codeshare Commission The Codeshare Commission only applies to the Codeshared Flights where either American or Pluna places its Marketing Carrier Code. The Codeshare Commission will apply to all fares including, but not limited to, pub lished fares, unpublished fares, corporate discounts, and net fares. The Codeshare Commission will apply to all coupons originally ticketed on or reissued (voluntary or involuntary) to a Marketing Flight. The Codeshare Commission for these Codeshared Flig hts will be calculated by multiplying the gross prorated value (as determined in accordance with Sections 6.2(a) and 6.3 ) of Marketing Carrier Flight Coupons by the app licable Codeshare Commission percentage, which for purposes of this Agreement, is detailed in the table below.

Codeshare Commission

First Class Fare

Business Class Fare Economy Class Normal Fare (as defined in Annex A ) Other Economy Class Fare (i.e., not a Normal Fare)

The Ticketing Carrier will receive the Interline Service Charge, which will be in addition to the Codeshare Commission payable to the Marketing Carrier.

The Codeshare Commission may be reneg otiated by and between the Parties at any time by mutual

written consent of the Parties hereto

.Pluna

- AA Codesh are Contract Final (Redacted) F 1 ANNEX F

GOVERNMENTAL APPROVALS

American shall secure and maintain the following governmental approvals:

1. Economic authority (including Statement of Authori zation under 14 CFR, Part 212) from the United States Department of Transportation (“DOT”) to codeshare with Pluna over the

Codeshared Routes. 1

2. License from the Uruguay Aviation Authority to enter into the codesharing arrangement with

Pluna

.

Pluna sha ll secure and maintain the following governmental approvals:

1. Economic authority from the Uruguay Aviation Authority to codeshare with American over the

Codeshared Routes.

2. Economic authority from the DOT (including Statement of Authorization under 1 4 CFR, Part 212) to codeshare with American.

1 American’s obligation to secure and maintain such economic authority from the DOT to codeshare with Pluna over the Codeshared Routes shall be suspended until Uruguay’s civil aviation authority has received a Category 1 rating from the FAA, if and to the extent that Uruguay’s civil aviation authority having received a Category 2 rating from the FAA as of the Effective Date prevents or delays American fr o m securing and/or maintaining such economic authority.CERTIFICATE OF SERVICE

I hereby certify that I hav e this day served the foregoing

document by email on the following persons:

jyoung@yklaw.com

dkirstein@yklaw.com

sascha.vanderbellen@delta.com

thomas.bolling@united .com

howard.kass@usairways.com

gbleopard@fedex.com

anita.mosner@hklaw.com

rpommer@atlasair.com

kevin.montgomery@polaraircargo.com

matwood@cozen.com

jrichardson@johnlricha rdson.com

mlbenge@zsrlaw.com

dpdean@jamhoff.com

urskr@state.gov

william.stallings@usdoj.gov

john.allen@faa.gov

dwight.moore@ustranscom.mil

________________________________ CARL B. NELSON

October 27

, 2011