# SILVERBERG 

# GOLDMAN& 

# BIKOFF, t.t.P.
ATTORNEYSAT LAW



### VIA HANDDELIVERY


### Ms. Renee V. Wright GEORGETOWN PLACE • SUITE !20 • l!Ol 30TH STREET, NW • WASHINGTON. D.C. 20007
VoiCE(202)944-3300 • FACSIMILE (202)944-3306


### April18, 2012

ProgramManager,DocketOperations DepartmentofTransportation WestBuildingGround Floor, RoomW12-140 1200NewJerseyAvenue, S.E. Washington, D.C. 20590
Re: JointApplicationofTAM-LinhasAereas S.A., LANAirlines S.A. andLANPeruS.A. DocketDOT-OST-2012-0056
DearMs. Wright:
Enclosed for submission in the above-referenced Docket is a redacted copy of: (i) the Codeshare Agreement between TAM-Linhas Aereas S.A. ("TAM") and LAN Airlines S.A., including Amendments 1through 3; and (ii) the Codeshare Agreement between TAM and LAN Peru S.A., including Amendments 1 and 2. Other parties may obtain copies ofthe codeshare agreementsby contactingthe undersignedcounsel for TAM.
Respectfully submitted, SILVERBERG, GOLDMAN & 

### BIKOFF, L.L.P. Attorneys for TAM-LINHASAEREAS S.A.

# By:f~~{~ Enclosures

cc (w/o enclosures): RobertFinamore; BrianHedberg; JuanCarlosMencio; Marshall Sinick Allotherparties listedonthe attached ServiceList

### anbird@fedex.com nssparks@fedex.com carl.nelson@aa.com Anita.mosner@hklaw.com Jonathan.lindelalunited.com Steve.Morrissey@united.com Dan.weisslalunited.com lhalloway@crowell.com rbkeiner@crowell.com gmurphy@crowell.com howard kass(a{usairways.com benjamin.slocum@usairways.com pmurphy@lopmurphy.com matwood@cozen.com kevin.montgomery@polaraircargo.com jrichardson(a{johnlrichardson.com jcannylalamerijet.com rpommer(£V,atlasair.com sascha.vanderbellen@delta.com sametta.c.bamett(a)delta.com jeff.morgan@delta.com john.allen@faa.gov ben.graves@evergreenairlines.com kelli.bryanrCV,evergreenairlines.com SERVICELIST

### CODESHAREAGREEMENT

between

TAM 

### LinhasAereas S.A.



## and

LAN AIRLINES S.A.

### TABLE OF CONTENTS 

### 1. DEFtNITIONS 2. CODESHARE SERVICE 

### 3. \MPlEMENTA\\ON**M~D** 

### EXP.ENSES 4. INVENTORYCONTROLAND PROCEDURES 5. MARKETING AND PRODUCT DISPLAY 6. TRAFFtC DOCUMENT ISSUANCEAND FINANCIAL SEITLEMENT 

### 7. TRAJNING 

### 8. SECURITY 9. SAFETYAND MAINTENANCE 10. FREE

### AND REDUCED RATETRANSPORTATION 11. TRADEMARKSAND CORPORATE IDENTlFICATlON 12. REPRESENTATIONS AND WARRANTIES 

### 13. GOVERNMENTALAPPROVALS 14. 

### TERM 15. INDEMNIFICATION 

### 16. INSURANCE 17. TAXES 

### 18. FORCE MAJEURE 

### 19. GOVERNING LAWAND DISPUTE RESOLUTION 

### 20. PUBUCITY 21. CONFIDENTIALITY 

### 22. ASSIGNMENT 

### 23. SEVERABILITY 

### 24. FLJRTHER ASSURANCES 

### 25. MISCELLANEOUS 

### 26. NOTICES 

### 27. RELATIONSHIP OFTHE PARTIES

### CODESHAREAGREEMENT

This Codeshare Agreement 

### (this. "A.greement"), is maCe 

## thi-s August 24tn da-9 of

### 2007, '•s a-xecu1eo 

### by 

### and between TAM LinhasAereas S.A. ("TAM") a company incorporated 

### under the Jaws of Brazil, 

### with registered office atAv.

### Jurano\r, 8$, 

### S\oCD 

### 2., HVI\, 

### ?'" andar, Sao Paulo/SP, 

### arazl\ CEF' 04072-DOO, registered 

### with the 

### commercial and 

### companies registry 

### of the swte 

### of Sao PauJo, Brazil, 

### with MRE No. 35.300.1

### iB.634 and registered as

### taxpayerin Brazil 

### under

### CNPJ No. 02.012.86.2/0001-60; and \.AN AiRUNES S.A. ("LAN»'), 

### a company 

### incorporated underthe laws

### of Chife, having 

### fts registered office 

### atAvenida Presidente Riesco N"

### 5711, Piso 

### 17, Las 

### Ccndes, Santiago, Republica

### de Chile.
TAM 

### and LAN 

### are herernafter coUectlvely refarred to asthe**~parties"** or**tn.divi.duaH~** as

### e.**"part~J~** as

### the case maybe. In consideration

### ofthe mutual covenants and promises**~n** 

### this Agreement. TAM and LAN hereby agree as

### follows:

1 . DEFINITIONS 

### 1.1. CapitaHzed tenns used in this Agreement shall havethe meanings set forth in AnnexA. unless 

### the

## oontex.texpressly provides otherwise.
1.2. 

### l'heparties agree\hat

### accepted industry procedures and

### agreements relating tothe

### mterlining of passengers and 

### baggage, incJuding those set forth in lATA 

### Resolution 780 Interline Troffjc 

### AgreE:mlent- Passengerfor all international carriage shall 

### applyto 

### the provision 

### ofairtransport and the 

### related transactions 

### contemplated bythis Agreement, except to the extentthat**th~y** 

### are 

### inconsfstsnt orconflict

### with theterms ofthis

### Agreement.

2. CODeSHARE SERVICE
2.1. The partiesshall 

### mutuaUy designata certain fHghts (each, a 

### "Codesnared Flighf) serving

### tne city pairs 

### identified in Annex B {each, a 

### "Codeshared 

## Rou!in on 

### which the parties shall place

### their 

### resp.ectflle Co.dea {"JJ" 

### torTAMand "lA"**~or** 

### LAN). 

### 2.2.

2.3. Detalled procedures for implementing this .Agreement wifl be set forth in a Procedures Manual, whtch will be 

### prepared by the parties 

### in conjunction 

### with this Agreement. The Procedures 

### Manua\, :,ncluding any 

### amendments or supplements thereto 

### agreed in writing 

### between the parties from time 

### to time, shalf be incorporated 

### by reference into 

### artd made a part 

### of this Agreement; provided, 

### however, that the terms 

### ofthis .Agreement shall prevail in the event of 

### a**\~-** conflict 

### between a provision

### ofthis Agreement and 

### any provision

### ofthe Procedures**Ma.o.uat~** 

# ./1''**~~** 

### The Operating Carrier

### for each Codeshared 

### Flight shalf provide to the Codashared Passengers, the same standards of customer 

### service as it 

### provides to its own passengers traveling in the same class 

### ofservice, 

### which standard shaH, In any :av.ant, be re.awr.ab\y 

### \n acooroance

### 11it'\'"' the

.

## f\

_ standards ofcustomer 

### service established

# by the Marketing Carrierfor

### the comparable 

### class of ,

# r\rf.tservice 

### on 

### its flights. Customer 

### service standards, general passenger 

### service 

### procedures, and 

## IJI./<


# ,

### 2.4.



### 2.5.



### 2.6.



## a)
b}

2.7.

2.8.

2,9 poficres 

### forthe Cocleshared Flignts, including baggage services. are detaUed in the Procedures 

### ManuaL
The parties shall use c:ommercially reasonable efforts to coordinate- their service schedules ro maximize the convenience arrd minimize the wafting time 

### of passengers making connections bet.VIieen the Codeshared FIJghts and otht?r flights operated by the parties; provided, however, that neither party is 

### obligated t0**op~mte** 

### s.psc\tic 1\\ghts Ot**s~ce sc!~~wu\&s**  anr:.l 

### each patty retains the rightto determine the service schedules of lts own 

### flights.
The parties mayaddCodeshared Flights, as mutually agreed from time to time, withoutforrnaUy**amend\~**th:.S.**Agr~men\.** Mar\u:rt1flg**Carr·u~r** shall e\/Jcience such changes 

### by publishing them in the Airline Gu1ctes, CRSs, or ReseJVations Systems. The Operating Carrier reserves the nghtto discontinue any specific routs, flight or sc:hedu!e. Jn the event of a d0-cision to discontinue a route, flight or schedule, the Operating Carrier shall, as soon as practtcable, notify the Marketing Can•)er amithe Marketing Carr'1er shall cooperate in publishing the resu!ting changes 

### to affected Cooeshared Flights in the Airline Guides. CRSs, Reservations Systems, and other sources of airlineschedule informatlon. The Operating Carrier shalf cooperate with the Marketing Carrier in order 

### to re-accommodate all passengers that might be affected 

### by the 

### dlscon.t\nua.tkln cf 

### ar.y specltic route, flight orschedule

### by the Oparating 

### Carrier. Except as otherwise provided in the Procedures Manual, in the event of anyfnght cancellation or otl1er schedule irregulartty, involuntary rerouting 'J.{ den\oo boardir.g 

### by 

### the Opeara\\ng Canier with 

### respect to

### aCodeshared Flight, 

### the Operating Carriershall: Ensure that all passengers are handled in accordancewith the same poilcies and procedures to avoidany dlscclmlnat\ooagainsta Ccdeshared Pass€lnger;
At 

### it:> own cost and expense (e,ccept to the extent such irregularity, involuntary reroutfng or denied boarding is caused 

### by the Marketing Carrier), accommodate andior 

### pay denied boarding ccmpensat\ort OT otherwise compensate Codesharad Passengers, in the same manneras

### to its own passengersandsubjecttothe provfsions 

### ofthe Procedures ManuaL
The Conditions of Carriage ofthe Marketing Carrier, including its limits of liabilityto pa.ss.engers, 

### shaJJ govern

### the transportationof Codeshared Passengers and the Corlditrons ofCarriage ofthe Operating Carrier, including its Jimits of liabifity to passengers, shall apply to those passengers travering on the Codeshared Rights under the Code of the Operating Carrier. The respective Conditions of 

### Carriage 

## ot the parties shall be not\nedto

## ttw pa:,:,-oor.gerstc the**~ix1en~** and\n t'ne marrnar requFred by Applicable Law. Notwithstanding the provisfons of this Section 2.7, the liability of the parties to each other with respect to passenger clatms shall be governed 

### by Sections 'f5 and 

### 1.§.
The patty hereto that is the Operating Carrier (or whose Authorrzed Affiliate is the Operating Carrier) shall ensure that each Codeshared Flight shalf bE1 operated under its operating certificate or underthe operating certificate

### ofanAuthorized Aftifiate.

. 

# f'-

In the eventthat a party hereto intends to substitute 

### tor a Codeshared Flight an aircraft that

# ~~l he operated under the operating certificate of a third 

### party (other than an Authorized Affiliate), the Operating Carrier must provrde the Marketing Carrierwith pr!orwritten notice

## ot its fnte.n.t1M. Such notice shaH be provfded tothe Marketing Carrierassoon as practicable aftertheOperatrng Carrier makes 

### its decisjon regarding the aircrait substitution. The Marketing Carrier shall have

. the right, Should it electto 

### do SO, tO 

### (i) accommodate 

### itS passengers on the SUbstitute

### aJrc~aft, 

## W

....'»t)j)

# ¥~ 2 

### L , 

### ,>,G J'(ii) re-move its Code from the 

### Codeshared Flrgttt, .a.J"ld re-ar.,r...ommooate its Codeshared Passengers ticketed for travel on such Codeshared Flight to another fUgh!. The Operating Carrier shall**r~imtiurse** the 

### Market1ng Carrierfor all costs of such re·accommodation, jncluding (i} any additional costs incurredto re-accommodate the Codesf1ared Passenger on a third 

### party carrier acceptable to the Marketing Carrier, on the same route or with a routing 

### that duplicates as closely as practicable, the Codeshared Passenger's original routing. fn the same class of service if a.vailabla, or 

### if 

## not, In a higher class of service,**ar~d** 

### (if) any hotei, meaL and other incidental costsassociated with there-accommodation. 3. iM'PLEtlllEN7ATlON AND EXPENSES
3.1. fmplementation of this Agreement shall besubject to the folfowing conditions precedent a} "The exi"!cut1on 

### 0'1 a Spec'ia\ ProrateAgreement; b) Receipt byTAMand LAN 

### otall necessary GovernmentApprovals; c) Successful implementatfon and testing of codeshare (EDIFACT) and passenger processing automation. 

### 3.2. Eact1 party shall bear its own costs and expenses of pertormance under this Agreement. including, without limitation, costs andexpenses associatedwith 

### the following, unless otherwise agreed in writing bythe parties: a) Anysystemsto

### supportthe automation ofprocedures and settlement relating 

## to the Godeshared Flights (e.g., PNR exchange, yield management, 

### revenue accounting, etc.), including rouHne maintenancethereof; and 

### b) Roadside, 

### exterior, check-in, 

### conr:allrse

... gate and baggage 

### seN\ce s\gr.age**p~acerl** 

### a1 a\rports and city tfcket offices in locations served by the Codeshare Flights in order to facilitate travel on 

### the Codeshare Flights. 

### 3.3. Each party sha!l retain 

### aJI right, 

### tHJe and**intere~t** 

### in systems. softwafe, 

### s.!gr.age. eq'J\pment and facilities funded 

### by it. The parties shall aeterm1ne in advance ofeach specific project ownership ofJOintlyfunded systems, software, signage, 

### equ1pmem and facilities. 

### 4. INVENTORYCONTROLAND PROCEDUR.ES
4 1. The avalJability of Marketing Rights will be controlled 

### by standardAVS (availabirity status) ofthe Operating Carder. The Marketing Carrier 

### wifl f1ave access to the Operating Carrier's local inventoryclass availabilitythrough an automated computerized interface, whlch both parties

## wm maintain throughout the term of thfs Agreement, to expedite the sale oi seat inventory on the Codeshared Flights. Detailed procedures for Implementing and maintaining seat 

### inventory access are contained in the Procedures ManuaL 

### 4.2. The parties 

# wm map 

### '1nvemory classes of the Marketlng Carrier 

### to inventory classes 

### of the Operating Carrier of 

### tne Codeshared Flfghts, in accordance with the Procedw·es Manual. The**~ ~**  parties will endeavor to map the average 

### coupon value of the Marketing Carrier's 

### inventorr· cJasses to comparable classes of the Operating Carrier 

### to provide similar access for booking (**moo~** by 

### tho Matketing Carrier for passengers 

### yielding comparaole revanue values; 

### it being understood, however, that the Operating Carrier retaine ultimate control over the opening, closfng and other management ofseat inventoryavailabilityon Codeshared Fligl1ts.

34.3. Each party shall usa commercially reasonable aftorts to provrde equaf inventory access to Codeshared Passengers in inventory classes where such passengers yield comparable revenues astheOperating Carner's passengers. 

### 5.
5.1.



### 5.2.



### 5.3.

5.4.



### 5.5.

6. 6.1 MARKETfNGAND 

### PRODUCT DISPLAY Codeshared Flights 

### wilf be marketed and promoted by the Marketfng Carrier under its Code. Each party shall ensure that its respective advertising and promotionscomplywith all Applicable Laws. 

### The Marketing Carrier shall comply 

### any Applicable Laws regarding the dlscrosure and holding out of Codeshared Flights provided for herein. The Marketing Carrier shaH disclose to the extent**n~quired** 

### by Applicable Law through industry-approved schedule and selling mechanisms (as defined in the Procedures Manual}, to consumers, travel agents arod others selling the Codeshared Flights, aswell as through any advertising, point-of-sale discfosures, and any other appropriat6 means, that each Codeshared Flight is a flight of and operated 

### by the OpEn·ating Carrier. Such information shall be given before a reservation is made and in any event 

### ar the earliest reasonable opportunity 

### and before the passenger 

### anivas at the airport, in accordance with Appllcable 

### Law. In addition, each party shall use commercially reasonable efforts to implement procedures to disclosethe Operating Carrier and the appropriate departure andarrivalterminal at the earliest possible opportunity and In particular at the pointofsale. Marketing Carrier may identffy the Codesf1ared Flights, to the extent permitted 

### by Applicable 

### Laws, fn Airline Guides, 

### CRSs, Reservations Systems 

### and other sources 

### of airline schedule information using the Marketing Carrier's Code. 

### Any costs incurred tor the publication 

### of Marketing Flights or connections 

### to. and from such flights in Airline Guides, CRSs, Reservation Systems and other sources 

### Of airline schedule in1ormation shall be borne by the Marketing Carrier. Each party shall includetha Codeshared Flights in jts Reservations Systems. 

### It Marketing Carrier is not authorized to offer air transport services in a particular local Codeshareo Route, Marketing Carrier shall file its standard schedule data for the Coaeshared Flights in such Codeshared Route using the traffic restrictiorr code "X" and**~a"** (or anysuccessor code), as defined in the lATAStandard Schedules 'nformat1on Manuaf, Appendix G, in order to suppress 

### the- display ot the Marketing Carrier's Codeshared Flights on such local Codeshared Routes 

### (1.e., the Marketing Carrier's Marketing Flights on such route 

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

### by the Marketfng Carrisr).
The parties shall meet as required to coordinate advertising and sales promotion activities relating to the Codeshared Flights. Unless otherwise agreed, all itriormaUon and advertisfng materjals produced with the aim of promoting the Codeshared Flights shall clear'y rdentify both parties. All joint advertising and promotion 

### ot the Codeshared Flights shall bs subject to prior agreement between the parties and the costs 

## ot such joint advertising and promotion shall be shared based onprior agreement. Each party may use its own flight number in referencing the Codeshared Flights exceptthat**only~,~** the Operating Carrier's flight number shaH be used in actua.i flight operations (e.g., air trafttc--:r: control}.**~** 

### TRAFFIC DOCUMENT ISSUANCE AND FINANCIALSETTLEMENT Passenger traffic documents for use on the Codeshared Flights may be issued 

### by either party, t\,., Of

### by

### l!lirdparties

### with whom the

### partiesfrom time 

### totime 

### have interlinetra!fic agrTts**·~"'"'** 4

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

### the Operating Carrier, which is responsible for processing 

### and billing otsuch documents asfollows: (a) The Operating Carrier shall bill uplifted coupons to the Ticketing Carfier using the normal interflne settlement process ot the IAT

### P.. Cleating House. Subject to Section €.1. Markeling Carrier Flight Coupons shall be treated for proration and biiHng purposes as 

### if they showed the Operating Carrier's Designator Code in the carrier Code box 

### a! the Marketjng Carrier Flight Coupons. Such Marketfng Carrier Ajghl Coupons will be prorated and billed according to the special prorate agreement between the Operating Carrier arld the Ticketing Carrier, or, in !he absence 

### ot an applicable speciaf prorate agreement, in accordance with the 

### rATA Prorate 

### Manuar, as applfcabJe. {b) At all events, the Operating Carrrer must nave an interlrne traffic agreement with the Ticketing Carrier that issued a Marketing Carrier Ticket. in that case the Operating Carrier may bill such coupon directlytothe Ticketing Carrfer. {c) If the Operating Carrier has an mterline traffic agreement with a Ticketing Carrrer that issued a Marketrng Carrier Ticket but is unable to obtain satisfactory settlement, the Marketing Carrier shall assistthe Operating Carrier in settling such account. 6.3 

### For Code-shared Flights. the Operating Carrier shalf on a monthly basis determine the gross prorated value 

### (as determinGd 

### in accordance 

### with Section 

### 6.2(a)) of Marketing Carrier Flight Coupons uplifted

### by 

### it during the- previous month and calculate the commission (the**~codeshare** Commission'') 

### by multiplyingsuch coupon values 

### bythe appricable commission percentages set forth fn Annex C. The- Operating Carrier shali credit the account ofthe Marketing Carriertorthe aggregateCodeshare Commissionthrough the lATA Clea.nng House. 

### 6A Both parties agree to use 

### usage files or 

### any similar standard, to manage the details at the coupon 

### fevel of the information related 

### with the Codeshare Commission calculation. The exchange

### ofthis information

### wilt be defined in the Procedures ManuaL
6.5 The Marketing Carrier shall be entitled to review and, 

### if appropriate, dispute, via correspondence, the Operating Carrier's calcujation ot the Codeshare Commission; provided, however, the Operating Carrier must receive note of such dispute within three (3) months from the relevant lATAclearance month. 

### Any resulting payments

### wifl be processedthroughthe lATA Clearing HousEl. Marketing Carrier Flight Coupon Selection:

### A coupon 

### wfll beconsideredtorselection 

### if: (a) the Marketing Carrier's code appears in thecoupon "Carrier'' box, and (b) a valid Marketing Carriorflight numberappears

## rn the coupon "Flight" box, and 

### (c) the segmentflown correspondsto avalrd codeshare sector. 

# ::f

Marketing Carrier Fltght Coupon selection 

### may indude Marketing Carrier, 

### Operating Carrjer and 1 third partyticket stock. 

### 6.6be appropriate. The Interline**Servict;~** Charge will be processed through the lATA Clearing 

### House. 

### e.7 lo support interline billing

### bythe. Operating Carrterto third parties and involuntary rerouting and refunding 

## ot Mafketing Carrier Tickets 

### by the Operating Carrier, the Marketing Carrier 

### hareby waives endorsement t'equirements forthe Operating Carrferwith respect to all Marketing Carrier 

### FlightCoupons. Unfessotherwise 

### agreed lnwriting

### by th£- partie'e.,sucb wa\-.tersnal\

### be et1ec\lve thirty {30) days beforethe 

### implementation dateofthe 1Jrst 

### Cooeshared Flight, and

### shall remajn 

### fn effect for ninety {90) days after the termination 

### of this Agreement to facilitate the reaccommodation of ai'IY Codeshared Passengersticketed fortraver afterthetermination date.
6.8 

### Priorto the first Codeshared Flight. the MarketingCarrier

### wriJ file wHh the Airline Tariff Publishing Company ("ATPCO''), 

### a TCN (transaction control number} codeshare agreement pursuant to which the Marketing Carrier 

### will provide the range 

### ot Marketing Flight numbers, The Marketing carri-er**'-N\~~** be**respcnsibl~:;,** throug'nout the term 

### ot the Codesttare Agreement, for updating the Marketing 

### FJight numberswith 

### ATPCO.
7. TRAINING
7.1 Except as otherwise agreed, each 

### party st1an 

### provide or arrange, at 

### its own cost a.nd 

### expense, ali Jnitiaf and recurring training of its personnel to facilitate the Codesl1ared Flights and operations at airports served 

### by the Codesharecl Flights, rncluding reservatlan.s. and**tJ..~.et** offices, 

### and other points 

### o1 contact between the parties and the public. This training shall include passenger service, reservations and sales <tctMties, and in-flight**servrc~** involving the Coaeshared Flights, 

### all as more

### fully described 

### in the Procedures Manual.
7.2 The parties snalf share any

### training materials developed to support 

### the Godeshared Flights, All proprietary rights 

## to any materials exchanged shalf remain with the party who originally developodsuch materials. 

### B. SECURITY
8.1 The parties. shall cooperate in matters of security procedures, requtrements, and obtigations at 

### a\\**aMp~s** 

### se,rved 'rJyt'ne**Codash~red** 

### FHghts. !3.2 Each party shall notity the other 

### of any new security procedure, 

### requirement 

### orobligatfon of a Competent Authority of which 

### it becomes aware which might impact

### Marketing FHgnts. 

### 8.3

8.4 The Operating Carrier reserves the right to applythe provisions of its own security programs to the carriage 

### ofal! 

### passengers, baggage and cargo on boardthe Codeshared Flights, but 

### shalll at a minimum, comply with the standards set'forth b'f the**~e\evant** Ccn'ipe\em A•Jthoot\es andbe 

### reasonably acceptable to the Marketing Carrier, with the understanding that safety and securJty are ofthe utmost importanceto both carriers. Such provisions may incllJde anythan applicable procedures used for the physical screening 

### ot passengers, baggage or cargo, intsrviewJng**o~f**

### 1"**~Jassanger.s,** anctfm**se(ect~ve** tcaomg

### o1 baggagoor cargo. ·**~** The checking of the travel documents of each Codeshared Passenger and the handling 

### o1 Codsshamd Passengers who are Inadmissible Passongers (as such term is defined in lATA 

### Passe11ger 

### Service**Cr:m~erence** Resolution 701, as modified, supplemented or amended from time to tirne) shall be done in**~ccordance** with the proceduros outlined in the**Procedl)res~::>** Manual.

## c~/ \'.f · r 

### 6**-~** 

# r -;'j'-

### 9. SAFETYAND MAINTENANCE
9.1 The Operating Carrier shall have sole responsrbilfty for the mafntenance of its leased and/or owned aircrafts, and for other equipment used in connection with the Codeshared Flights. Maintenance of such aircrafts and equipment must, at a minimum, comp'y with the standards imposed 

### by the relevant aeronauttcal authorities.
9.2 To ensure the parties' rechn1cal and operational safety standards in respect of Codeshared Flights. TAM and LAN will have successfully passed the lATA Operational Safety Audit (IOSA

- Audit) and shatl maintain the IOSA requirementsthroughout the duration ofthis Agreement The Operating Carrier shall allow the Marketing Carrier to review 

### its IOSA Audit Report (IAR) (the "Marketing Carrier 

### Reviews'')1 at such intervals as the Marketing Carrier shall reasonably request. NOTWITHSTANDING THE FOREGOING, THE MARKETING CARRIER DOES NOT UNDERTAKE ANY RESPONSIBIUTY OR ASSUME ANY UABIUTY FOR ANY ASPECT OF THE OPERATING CARRIER)S OPERATIONS, NOR SHALL THE OPERATING CARRIER BE ENTITLED 

### TO ASSERT 

### ANY RESPONSIBILITY 

### OR ASSUMPTION OF 

### UABIUTY ON THE PART OFTHE MARKETING CARRIER FORTHE OPERATING CARRIER'SOPERATIONS.
9.3 The Operating Carrier shall employ prudent saiety and loss prevention policies on the Codesnared Flights. The Opetatlng Carrier has final authority and responsibility concerning the operation and safety of the aircraft and 

### its passengers. In emergencies, the parties shall adhere tothe emergency proceduresfor Codashare Passengerssetforth in the Procedures Manual. 

### 10. FREE AND RI::OUCEO RATE

### TRANSPORTATION
i 

### 0.1 Unless othe!"W'ise provided 

### by relevant agreements batween the 

### Operating Carrier and other parties, including the Marketing Carrier, neitherthe Marketing Carrier, northe Operating Carrier, nor any third party, shall be entitled to ticket travel industry non-revenue or discounted (i.e., agency discount, industty discount, etc.} travel on the Marketing Flights, and the Operating Carriershall not honor 

### any Marketing Carrier Flight Coupons for such industry non-revenue or discountedtravel, 

### except at the Operating Carrier's expense. 

### 11. TRADEMARKSAND**CORPO~ATE** IDENTIFICATION
11.1 Each of LA.N andTAM acknowledges for all purposes that any and all logos,trademarks, service marks, and trade namesowned or used

### by the other, whether registered or not, are and shall at all times rema1n the exclusive owned or licensed property of the other party, and may not be used withoutthe priorwritten consentof such party, except assat forth harein. Each of LA-N and TAM further acknowledges that any goodwill orother rightsthat arise as a result 

### otthe use by It ofthe other party's marks, as permitted underthis Agreement, shall accrue sofely to the benefit of the party owning such marks or to wbom such marks are licensed, whether registered or not. Should any right,**~itle** or interest in the logos, trademarks, service marksor trade names owned or licensed b}' a 

### party becomevested in theother par1y. the latter partyshall holdsuch nght, title**~,** and interest in trust for the benefit of the former party and shall, at the request o7 the

### form~~lo. party, promptlyand unconditionallyassign such right, title and interesttothe1ormerpartywithou t royalties orcompensationofany kind.
11.2 Each party agreesthat all advertising and promotional mat€riaisbearingtheTAM Marks Ot' LAN Marks, respectively, in retatlon to air transportation services contemplated by this Agreement 

### t\. shafl meetthequalityand presentation standards assetforth

### byTAM or LAN, respectivf;lly.**~~~"-<;.;**


### 7 

# 1{**~**11.3 Neither party may use the logos, trademarks, service marks and trade names ofthe other party without the other party's prior written consent. Each 

### party has sole discretion to determine the acceptability of both the qualityand presentation of advertising and promotional materials using itsmarks.
11.4 Each party is responsible for providing to its own authorized agents and airport locations 

### tt1e agreed promot!onaf materiafs bearing theTAM Marksor LAN Marks, respectively. 

### 12. REPRESENTATIONS ANDWARRANTIES
12.1 Each

### of LAN andTAM hereby represents and warrants tothe other asfollows: (a} 

## rt is a duly incorporated and validly existing corporatfon, fn good standing underthe laws of its jurisdiction of incorporation; is 

### an aircarrierduly authorized to act as such bythe government of its countryof incorporation; and hasthe requisite corporate powerand authorityto enter into and perform its obligations underthis Agreement The execution. delivery, and performance of 

### thrs Agreement by it havo been duly authorized by all necessary corporate actJon. This Agreement has been**dul~ 1**  t:u<ecuted and delivered 

### by it and, assuming due authorization. execution, and delivery 

### by the other party hereto, this Agreement constitutes lts tegal, valid and binding obfigation, enforceable against it in accordance with its terms, except to the extent that enforceability 

### may be limited 

### or modified 

### by the effect 

### oi bankruptcy, insolvency orother similai 

### laws atfectjng creditors' rights generally, 

### and the application of ganerar principles of 

### equity and publicpoficy. {b) The execution, delivery or performance

### by it of this Agreement, shall 

### not {i} contravene, conilict with or cause a default under (A) any applicable law, rule or regulation binding on 

### it, or (B) any proviston ot 

### its Charter. Certificate of Incorporation, Byfaws or other documents of corporate governance; 01· (ii) contravene, or cause a breach 

### orviolation of. anyagreement or instrumentto which 

### it is a party or 

### by which it is bound, except where such conflic1, contravention or 

### breach would not havea material adverse effect on 

### it orits

### operations, taken as a whole oron its ability to pertorm this Agreement tc} The**execution~** defivery and performance 

### by it of this Agreement do not raquire 

### the cortsent or approval 

### of, or the 

### grving of notrce to, the 

### reg·rstration wlth, the recording or filing of any documents with, or the taking of any other action in respect of, any Competent Authority. any trustee or hofder of anyof lts indebtedness or obligations, any stockholder or any other person or entity, other than the 

### Governmental 

### Approvals {to be obtained 

### by it, as indfcated in 

### Annex 

### D; Copies of approvals 

### will be provided when obtained), 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.
12.2 Each of the foregoing representatiot1s and warranties shall survive the execution and delivery of this Agreement. 

### 13. GOVERNMENTAL APPROVALS

# ~, 13.1 The Codoshared Flights shall not commence until all required Governmental Approvals

# ar; . \.
received.



### 813.2 Each party shall use aU commercially reasonable efiort.s to 

### obtaln those G.overnmenta1

, Approvals and any othE!r Governmental Approvals 

### tha1 may hereafter be identified. If 

### the Governmental Approvals are obtained with respect to some but not all 

### of the Code-shared Routes listed in Annex 6, the parties may elect to proceed •.mde1· this Agreement sol9ly with respect 

### to the approved Codeshared Routes, and 

### the parties shall thereafter continue to 

### endeavorto ontain approval 

### ofthe remaining city-pair markets. 

### i 3.3 Each party shall immedrately provide the 

### otr1er party with copies ot 

### any correspondence or notices jt**rac~ives** from any Competent Authority with respect to the Codeshared Routes, 

### Caoesharecl**F~ights** or this 

### Agreement, including with respect to the 

### airworthlness ofthe aircraft used for the Codeshared Flights or noncompliance 

### by the Operating Carrier with operational, trajning 

### or safety rules and pr-ocedures where**~uch** 

### corrGspondence ornotice alleges a 

### failure or non-compliance 

### o1 a typethat would entiHe a party to suspend performance ortake other action ur.®r Sect1on 

### H.2.jg'j. 13.4 In 

### the event 

### t11at any 

### required Governmental Approval is revoked, the 

### parties shall each use commercJaDy reasonable efforts to reinstate such approvals. 

### 14. TERM
14.1 

### ThJS Agreement shall be eftactive as from the date first set 

### above and, subject to any required govr;rnment approvals. lt shall be lmplementoo oo September 21st, 2007, and sna\\ con1\nue through the third anniversarythereof to be automatically renewed for successive periods ofone (1) 

### )'ear each, unless eadier term1nated by either Party pursuant to Section 13 (Governmental Approval), Section 14.2 (Termination Events}, Section 18 (Force Majeure) or Section 23 (Severability). 

### i4.2 This Agreement may

### be terminated 

### as**fol~ows:** (a) al 

### any time

### by mutual written oonsen! ofthe parties hereto; (b) 

### by either party at any time for convenience and without cause upon ninety (90) days written 

### notice; (c) 

### by the non-breach'1ng 

### party upon t11e breach of a material 1erm, covenant, representation or warranty ofthis Agreement (otherthan a breach ota payment obligation 

### under Section 6 ofthis Agreementorthefailureto otherwise payany sumsdue pursuanttothis 

### Agreen·,ent), incJuding a 

### failure to comply with any material obligations and procedures set !orth in the Procedures Mam.\<a\, prov'1ded t'nat the non-breaching party provides ttie 

### breaching 

### party prior written notice describing

### the**~lleged** breach with a$ much pariicularity as reasonably practicable. 

### Termination under thfs Section 

### I 4.2/c) shall not be effective if the breaching party 

### corrects such breach 

### wfthin thirty (30) 

### days following receiptof such ilOtrce. If such breach cannot be correctad within 

### tt\\rt;; \30)**d<;r~s ~DI\cwmg**  

### receipt 

### o1 suc;h not'1ct1, and the breaching pariy so advises the nonbreaching 

### party. the non-breaching party, in its**solE~** discretion: (a) ma;· give the breaching party

.**~** an 

### additional period 

### ottime notto exceed thirty {30)

### days

## to correct

### the breach, providedthat

# thnr'

breaching party 

### t1as taken action reasonably contemplated to correct such breach 

### iotlowin -:. recetptof therottce., or (b) may

### \erminatt'trns Agmememw\\h immediate affect

### byturther written noticetothe breaching party; (d) by the 

### non-brectchin-g party upon the breach 

### of a payment obligation 

### under §ection 6 

### of this {\

# f\~~ Agreement 

### orthe failure to otherwtse

## pay any s'Jms due to

### the noo-breach\n9party /rsuam

### lo 

## v· g

### this Agreement by the breaching party, after the non-breaching party provides the breaching party at least fifteen (15} days' prior written notice describing, wlth as much particularity as practical, th@ 

### alleged breach, and the 

### breaching party does not, within 

### seven (7} days

### following receiptoi 

### s·wcn no\\cer 

### correctsuc'n breach: (e) 

### at any 

### time 

### by either party upon written notic$ 

### if the other party (i) makes 

### an assignment for 

### the banent of creditors; {ii) suspends the payment of or admits in writing its inability to 

### pay, or generally fails to pay, its debts as 

### they become clue; (iii) has suspended {as declared 

### by a clearing hOtJse} Its transactions with banks and/or other financial institutions or proposes or commences a moratorium upon 

### or extension orcomposition 

### of its debts: (iv) 

### has issued against it any writ, sxecution, process or abstract ofjudgment that 

### may have a material adverse effect 

### on it

### and that ls nat 

### dismissed, satisfied or sta.yecf 

### within SlXty (60) days; or

## M files a 

### petitfon

### ior bankruptcy, composjtfon. corporate reorganiza.t1on, corporate 

### liquidation, arrangement orspecial 

### ltquidation proceedings; or (vi) 

### ceases all or a 

### substantial partof 

### its operations (otherthan dueto Force 

### Majeure as defined in Section 18); 

### or 

### (1) 

### by either 

### party upon ninety (90) days' prior 

### wr'1tten notice following 

### rece'1pt by such party 

### ot written notice from 

### the- other party (i} 

### that such other 

### party has merged or consolidated with or into 

### any other person or entity otherthan any of 

### its AfW!ates, except where 

### {x:) the shareholders 

## ot such 

### party (as 

### measured on the day Immediately priorto the 

### effective dat&of such 

### merger or consolidation) continue to 

### own over eighty percent {80%} of itsvoting stock immediately after the 

### merger or consolidation and. 

### {y) ifthe 

### party hereto is 

### notthe 

### surviving entity, the surviving 

### entity assumes all of the obligations and 

### responsil;ifities of the party under this Agreement; (ii) that suchother party has sofd orotherwisetransferred all or substantially all of its assetsto anyother person or entity 

### other than 

### any of Its 

### Affiliates: or 

### {iri) that such 

### other party has had twenty percent (20%) or more 

### oi itsvoting stock acqtJimd, directly

### or indirectly, by a third 

### party (or third parties 

### acting asa group) otherthan 

### any of

### its Affrtiates in 

### o11e ora series oftransaction and, as a result, such third party (or group} has the right to 

### direct the management and policies of tha 

### party. For 

### purposes 

### oi this Section 

### 14.2ffi, the status of a 

### party as an**"Affillate~** shaU 

### be determ'1ned immediately prior to giving eff8ct to the transaction 

### in question. 

### Each party undertakesto promptly noUfy the other in wdting 

### of an occurrence ofany of

### the events specified 

### ill this Section 14.2(f). 

### (g) throughoul the Term, either party has the right to suspend performance of or terminate 

### this Agraement 

### or remove its Code immediately 

### by giving written notice to the other party in the event that it has

### reason to

### suspect or believe 

### orin the event that (i)



### {ii}

(iii) 

### the other party has 

### suffered a significant emergency 

### or serious incident or accident or received a sartous threatthat relates 

### to anyofthat party's 

### nights or to a Codeshared 

### Flight or Codeshared Route; or the other party has received from any relevant Competent Authority nottce that 

### it hasfailed to compfywith applicable safetyorsecurlty requimments; or 

### the civil aviation authority 

### o1 the other party's country oi domicile does 

### not provide

# sate~--\' oversight of its air carrier operators in accordance with the minimum sa.tety overslgh ' standards establlshed

### by the International CivilAviation Organization ("ICAO"). 

### If a partysuspendsthis Agreement pursuanttothis Section 14.2(g), as soon astho reason 

### ior the suspension no longer exists it shall notify the 

### other party and this Agreement 

### wilr**~.,** recommence 

### within thirty (30) days after the date ot notice under the sam) terms**and~V'-1** 10

# <(~

### 14.3

14.4



### i5. 

### 15.1

(a)



### (b)


### (c)
(d)


### (e) 

### conditions, or under amended terms and 

### conditions in accordance with Section 25.1. A party that suspends this Agreement pursuant to 

### thiS Sectiofl may at any time during 

### the suspension terminate this Agreement 

### by giving notice in 

### writing 

### to the other party. If this Agreement is su$pende<i or termil'lated pursuant to this Section, Sections 14.3 through 

### 14.4 shaH apply. Subiect tG 

### Sect\oo 14.4. \n 

### the**i:l\1~':1'1\** 

### c1 tefm\nat\or, or**exp~ra~\oo** 

### oi this Agreement.**t'li~** Marketing Carrier shall, in its sole discretion, unless 

### termination is pursuant to Section 

### 14.2(g_), 

### take alt reasonable 

### actions to 

### confirm and preserve rese(vations 

### on the Operating Carrier 

### tor passengers scheduled to be travering on Marketing 

### Carrier Tickets and, as applicable, endons.e or**ott"~Srwise** modify or rerssue such tickets to permit**~rse** on the Operating Carrier. The Operating Carrier shall 

### accept passengefs traveling on such tickets as 

### if such reservations had been booked through the Operating Carrior using ordinary interline 

### procadufa:; but giving effect tothe**r~veri<Je**

### S'E)rt\emen\metnocltr\ogy 

### pto·>J'1ded for

### in Sectkm 6 otthis Agreement.
In the event that this Agreement is terminated 

### by the Operating Carrier pursuant to Secttcm 14.2(el or 

## !!1 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 sorely responsible for transten·ing the reservations ofsuch passengers to other carr[ers

### or

### making other alternativearrangements. 

### INDEMNIFICATION
Without 

### prejudice to any otherwritten agreementor arrangement of either partyto indemnifythe other party, tha partythat is the Operating Carrier (orwhoseAuthorized Affiliate is the Operating Carrier) shaU indemnity. defend, and hold harmless the Marketing Carrier and Its Affiliates and their respective directors, officers, emplatees and agents (each individually, or all collectively a, "Market'1no Carrier lnde.mnttied Partv") from and against !lny and all Damages arising out of, caused by, or occurring 

### in connection with (or a.Ueged 

### to arise out of, bt< caused 

### by. or be occurring 

### in connection with)

### anyofthe following:
the deatt1 of or injury to or dalay

### of persons, or delayor loss of ordamageto property (including aircraft, equipment, baggage, 

### mail

## ot cargo) occurring while such persons orpropertyare under the control or

### if'l the custody of, orbeing transported 

### by, the Operating Carrier

### (including, for

### tne avoidance of doubt, Damages arising out of the death of or 

### injury to Godeshared Passengers traveliflg on Marketing Carrier Tickets irrespective of conditions or liability limits 

### that apply or may purportto

### apply);
the 

### death of or injury to1 or loss or 

### damage to .property ot, thtrd parties not

### carried on board the aircraftoperated 

### by the Operating Carrier but occurring 

### in coMedianwith suchoperations; 

### negngen1 acts 

### or omissions 

### oi the Operating Carrier related to lts obligations under this Agreement, otherthan Damagestothe extent addressed in Section 15.1(a) or

## M
the Operating Carrier's 

### .breach of any of its representations orwarranties setforth 

### 1rr Section 

### 1

# ~-> ofthisAgreement; or -- , \ ' tnrringemer.t 

### '3\ a trnr<i--party's**ir.te\\sctua~** ?fopert:y or 

### s\m\\at**r~ghts** 

### t:J.j**tr~e** Operating Can\er's logos, trademarks, serv!ce marksortrade names.

11PROVIDED THATJ the Operating Carrier shall not 

### be required to indemnify any Marketing Carrier Indemnified Party for any liability arising From the Markettng Carrier Indemnified Party's gross negligenceor wfllful misconduct.
15.2 Sub!actto

### tf!.e lndernntt\es ?m'lkied\\'\ Sect\on 

### 15.1(a·). ar",d 'N\thoutprejudiceto

### any otherwr\tt£Jn agreement 

### or arrangement of either party to indemnity the other· party. the 

### party that is th€ Marketing 

### C;anier (or whose Afffliate is the Marketing Carrier) shaH indemnity, defend, and hold harmless the Operating Carrier and 

### its Affiliates and their respective directors, officers, employees, and agents {each individually a, or collectivefy the, "Operating Carrier Indemnified**~")** from and against any and all Damages arising out of, caused 

### by, or occurring in connection with (or alleged to arise out of, be caused by, oroccurring in connection with) any of thefollowing: (aJ the death of or infury to or delay of persons, ordelay or loss ofordamage to property (including aircraft, equlpment, baggage, 

### marl or cargo) occurring while such persons orproperty are lmder the control or in tl1e custody of the Marketing Carrier provided the indemnity in this clause shall not be applicable 

### in circumstances where the Marketing Carrier had contro' or custody of such persons or property 

### by virtue 

### of anotherwritten agremment orarrangement between the Parties (for**~xampfe** a interline ticketing andbaggage agreemen! orground handling agreement). (b) the death of or rnjury to, or foss or damageto property of, third parties not carried on board tha aircraft oper.ated by the Operating Carrier but occurring in connection with such operation5, but onlytothe extent caused

### bythe negligence orwillful misconduct

### Of the Marketing Carrier; (c) negligent acts or omissions 

### af the Marketing Carrier that are related to its obligations under this Agreement. otherthan Damages tothe extentaddressed in Section 

### i 5.1{a} 

### or

### fQ1. \d) pas:&enger c\aims based on tne Mar'Kenng Carrier's ta11ure to properly 1ssue and complete transportation documentation in accordance with the provisions of the standard lATA or other applicable ticketing procedures, including, without limitation, the failure to put a proper notice of the limits of liability underthe Warsaw Convention, as amended, orthe Montreal Corwention of 

### 1999, as amended, on such documentation. (e) the Marketing Carrier's breach of its representations orwarranties setforth in Section 12 ofthis Agreement; or (f) infringement of a third-party's intellectual property or similar rights 

### by the MarKeting Carner's logos, trademarks, service marks ortrade names. (g) anypenalties andfines levied for offences the commission or avoidance ofwhich waswithin the Marketing Carrier's control; 

### PHOVIDED "THA.T \he Markaung Carrier shall not be required \o indemn1ty any Operating Carrier lndem.mfied Party 

### for (i} any portion of any liabllfty arising from the Operating Carrier Indemnified Party's negligence, willful misconduct or breach of any provision of this Agreement; or in respect

# ?TA· loss ofprofits, business lossesor consequential losses

### o1 anyOperating Carrier Indemnified Party. · {
15.3 The Marketing Carrier will promptly notify the Operating Carrier of all claims for Damages and legal actions connected with this Agreement Upon receipt of notice of any claims or legal actions, the Operating Carrier st1all assume the**cttaten.~e** 

### ot, a.nd pay anv 

### da\m. w\thcu\**an~** contribution. from the Marketing Carrier, provided that the Marketing Carrior

### ~iH**provid~\fJ'~.;.J** 12 

# ct.( '

, -.,_ .A'Tr ·.:4.:_.vreasonable assistance and cooperation during the defense or settlement of any claims. The Operating Carrier shall coordinate with the Marketing Carrier the defense and settlement of any Claims with respect to any claims brought by a passenger ticketed by the Marketing Carrrer or, ticketed byanothercarrieron its behalt

. t5.4 The Marketing Carrier shall 

### have the rtgnt, but not the**du~ •**  to participate in the defense ofany claim with attorne)'S ot i ts. awn choosing and at its o•.-sn CQSt,**w~thout** re!ie'Ji.f\g t\ls Operating Carrier of any obligations hereunder. In addition, lf agreed in writing between the Parties, 

### the Marketing Carrier may 

### nave the rrght to assume control of the defense 

### of such claim from tne Operating Carrier, and to elect to settle or defend against such claim; provided, however, tile Operating Carrier shall nave no indemnification obligations with respect to such claim excepttor the costs and expenses 

### of the Marketing Carrier**(oth~r** than attorneys' tees incurred in participating in the defense of such claim) incurred prior tothe assumption ot the defense of ltle 

### cta\m by

### the**Ma~.et\ng** Carr\sr

. 15.5 Each party further agrees to indemnify, defend and hold harmless the ottler 

### party trom ar1d against any and air Taxes (as defined in Annex A), or assessments, as the case may be, levied upon 

### oradvanced 

### by the Indemnified Pany, 

### but that ultimately the Indemnifying Party would be responsible tor paying, wh1ch resulted from 

### any transaction or activity contemplated by this Agreement
15.6 The rights and obligations ofths parties underthis Section 15 shaH survive ttre Termination Date or expiration ofthisAgreement.


### 16

. INSURANCE
16.1 The Operating Carrier snail procure and maintain tor the bt3nefit of the Marketing Carrier during 

### tne term 

### or this Agreementwltll insurance carriers 

### of known financial responsibility, insurance 

### of thetype and in the

### amolmts listed below: (a) Third Party Legal Liability insurance in respect of all Codeshared operations, including but not limited to aircraft (owned and non-owned) liability (including risks of hijacking and allied perils), passenger and craw baggage and/or personal effects Joss or damage, funeral and repatriation expenses (including crew),

## an expenses arising out of the Family Assistance Act (United States) and/orsimiJar regulations applying elsewhere in tne world, cargo, mail. hangar keepers ltability, comprehensive general liability**o~** its equivalent including premises and products. This insurance must**b~** prjmary without right of contribution from any insurance carried 

### bythe Marketing Carriin to the t'xtent of the indemnity specifie-d in Section 15.1, 

### and shall 

### (i) name the Marketing Carrier and the Marketing Carrier lndemnifJed Parties as additional 1nsured to the a>etent of the protections afforded the Marketing Carrier under the indemnity specified in Section 

### i5.1, (ii) r;ontai(l a severability ot

### in.te.rgstc1.ause anda breach ot**wa~mnty c1aust~**  \n**~a\fm** oithe MaTka'\i"9 Carrier. {iii) specifically insure the Operating Carrier's itldemnificatior. obligatlons under this 

### Agregment to the full extent o1 the coverage provided 

### by the Operating Carrier's policy or policiee;, and {iv) contain a provision stating that the Opetating Carrier's policy or policies are 

### __.:r 

# 1

./.:

. "

automatically amended to comply with the laws and regulations of any loc!ll, federal, or oth6{

### ).1j 

# r governmental authority having jurisdiction over aircraft operated 

### by the Operating Carriet·. bllf 

## I subjectto their policycoverage, terms, conditions, limitations and exclusions.
The Operating Carrier shalt mamtain a limit 

### oi liability of not less than occurrence for eacll aircraft, inoludrng bodily injury, personal injury, property damage, passenger (including Codeshared Passengers and other revenue and**non-revenueJassengers~~)** 

### i3

# ~

### legal liability 

### combined, over aU**co~** 

### the aggregate as applicable. but personal injury 

### limited to not less than USD

### _.xcept with respect to passengers (including Codeshared Passengers and other 

### revenue and non-revenue passengers)

. (b) Hull

### aH risk insurance, including war risk, and such policy shall include a waiverofsubrogation in favor of the 

### Marketing Carrier to the 

### extent of the indemnity

### specified in 

### Section 15.1

. 

### 16.2 The Operating Carrier shall prov1de the Marketing Carrier with certificates of insurance evidencing such coverage no less than thirty (30) days prior to the commencement of the first Codeshared Flight, and thereafter wjfhin 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 Carner shall be 

### notified of 

### any expiration or renewal 

### of such**cov~?;~rage.** 

### The rtotice period in respect of war and allied perils coverage shall be 

### seven (7) 

### days or such lesser period

### as is

### or may be 

### availatJie in 

### accordance w1th policy conditions. 

### 17. TAXES
17.1 Subject

### to Section 17

.4, 

### each 

### party shaH be responsible for any 

### netorgross lncome orfranchise 

### !axes (or taxes of a similar nature) 

### on the revenues or income or any measure theroofwhich is attributable to 

### lt in connection

### with the sale

### of airtransportation pursuant tothis Agreement. 

### i7.2

(a)
(b)

(C)

{d)



### 17.3 The party that acts as tha Ticketing Carrier ln respect of any particular

### transaction shall collect, except as otherwise 

### prohibited by law, all Ticket Taxes relating to tickets 

### sold or travel documents issued by 

### it with respect to air transpor\ pursuant to this Agreement. 

### The parties hereby

### agree asfollows: The Ticketing**Carr~er** 

### shall collect, report 

### ana remit to the taxation authoritie$ any noninterlineable TicketTaxes levied in connection with salesof

### theCodeshared Flights.
The 

### Ticketing Carrier shall 

### collec1 any 

### interlineaole Ticket Taxes levied in 

### connection with the 

### salesofthe Codeshared Flights. If the Ticketing Carrier is the Marketing Carrierora third party, the Operating Carrier shall report and issue a debit invoice to the 

### Ticketing 

### Cartier through the lATA Clearing 

### House torany interlineabls Ticket Taxes levied in connection

### with the sales of the Codeshared Flights

. The Operating 

### Gamer shall remit to taxation autl1onties all such intertineable TicketTaxes. The Operating Carrier may bill the Ticketing Carrier 

### ior any imerlineable 

### Ticket T'txes due or payable on 

### ormeasured by passenger enplanement and payabl.& 

### or remittable bythe Operating Carrier or the Marketing Carrier in accordance with industry guidelines outlined in the lATA Revenue Accounting Manual (lATA-RAM). If theTicketing Carrier js a third 

### party, 1he 

### Marketing Carrier shall use commercially reasonable efforts to cause suchthird 

### par1yto implementthe foregoing provisions.**~ ~**  

### Notwithstaiiding the provisions 

### oi Section 17.2, it the Ticketing Carrier is prohibited by lawfro; / collecting certain Ticket Taxes in the 

### country where tickets are sold 

### or where travel documents are issued, then the Ticketing Carrier is refleved from collscting 

### only such Ticket 

### Taxes so prohibited 

### by law 

### and shall notify the Operating 

### Carrier within thirty (30) days'

## UU

## 1-.aentof such laws 

### which Ticket Taxes it is prohibited from collecting and render reasonable assistance 

# q(**~~~J.]** L__) 14to the Operating Carr!er so that pr'O\::edures can be impiemented to collect such Ticket Taxes from the passenger, ,,.<!\;:.**-::;;,~"** 17.4 

### Bo'r'n parties ac\ot:now\adge 

### that tt1e 

### tax faws oi the countries 

### in which they 

### may operate 1n connection with tM Codeshared Flights may require wJthholdrng 

### of Taxes on certain of the payments

## that either of the parties or their agents 

### (the "Payer") may 

### be required to 

### pay to 

### the other party (the "Pavaet), underthisAgreement It isagreecl that payments to the Payee shall be exdusive of such withholding, providod however, that the Payer shall mform 

### the Payee in writing with at leastfortyilve (45) days' advance 

### nOlice ofits intent to wjthhold 

### the Taxes andthe 

### legal bas1s tor suchwfthholdlng. The Payershall inform the**Paye~:** (a) Within fifteen (15) days of receipt by the Payer of any directivesthat may be given to the Payer 

### by**s~Jcn** taxatior. authority; and {b) wrthin fifteen (15} days 

### of payment 

### bythe Payer to the relevant taxation authority the amounts 

### w'itnheld by Payer. 17.5 If ejther party receives notice fron1 any taxation authority with respect to any assessment 

### or potenlial assessment or imposition of any Tax \Collectiv9ly, 

### an ''Assessmenf') relating to this Agreement that the other party may be respot1slble for paying, directlyor Indirectly, the 

### party so notifiedshall iniorm the other party in writing within ten 

### (1 0) days

### o1 receipt ofsuch notice. 

### Ji the 

### party receivfng such notice from a taxationauthority is or

### will be required to payanyAssessment 

### fo; which the other party is ultimately responsibla, it 

### shall be entitled to be lndemnified against suchAssessment in accordance with Section 0. The Indemnifying 

### Partyshall havethe option to defendorcontest such Assessment in accordance with the 

### procedures set forth in Section 

### 15.
i 

### 8. FORCE MAJEURE Except with raspecrto the performance of 

### payment, confidentiality, 

### and proven indemrtity obligations, which shall be unconditional underthis Agreement, neither 

### party shall t1e liable for del<.lys in orfailure to pertorm under this Agreement to the extent that such delay orfailure {afl "Excusable**Delay~)** (a) is caused 

### by any act of God, war, natural disaster, strike. lockout. labor dispute, work stoppage, fire, serious accident. epidemic or quarantfne restrictton, 

### .act 

### ot government 

### m any other cau$e,**wh~tnef** 

### similar or 

### dissimilar, beyond the 

### control of that party; and (b) is not the result of that party's lack of 

### reasonable diligence. It an Excusable Delay continues for thirty 

### (30) days or longer, the 

### non-deJayed partyshall havethe right, at its option, to terminate this Agreement 

### by givingthe delayed party at least thirty (30)

### days' pr1or written notice. 

### 19. GOVERNING LAWAND DlSPUTERESOLUTION 

### 19,1 This Agreement, irrsspecUve ot 

### the place where it is executed or to be performed, shall be governed, construed and performance thereof 

### shall be determined in accordance 

### with the laws of th.e State of Florida 

## Any dispute, controversy or claim arising out of. relating to or in connection with 

### thfs Agreement, including any questions regarding its existence, validity or , termination, 0\

### regaro~ng a breach thereof 

### \hereaitet oo\lectrvely, a 

### "d\spute'") 

### shan 'De settterr·

. 

# r through 

### b11aterar negotlatjons and, if such effor-ts are unsuccessful in reaching a writte l consensus for resolution of such matter within thirty (30) days of the date ofthe notice starting such negotiations, through arbitration administered by the American Arbitration Association undeJ and in accordance with the Commercial Arbitration Rules of the American Arbttration Association in effect on the date this Agreement is executed**b~{** both Parties (the •Rulas 11).

IS19.2 All disputes submitted to arbitration in accordance herewith shall be finally and**conc~usively** settled 

### by arbitration conducted in 

### Miamt, Florida, U.S.A. in the English language. .A Party wishing to submit a dispute to arbitratton shall give written notice to such effect to the other Parties hereto and to the American Art>itration Association (1he "AAA.}. Each of the

### two Parties shall designate one arbitrator and the two designated arbitrators shall cnoose a third arbitrator, who shall also be the chairman of the pane!. The AAA shall conhrm the appoir!tment of such third arbitrator. If one of the two Parties appoints an arbitrator 

### but the other Party 

### tans tc nominate 

### its arbitrator wlthin thirty (30) 

### days from another Party's notice of such a request 

### ior arbitration, then the appointment of such second arbitrator shall be made by the AAA upon the request of the other Party; and in 

### the evant 

### that the appointed arbitrators shalltalf 

### to appointthe third arbitrator within sixty (60) days afterthe date of appointment

### of the most recently appojnted arbitrator, the third arbitrator shall be appointed 

### by the AAA upon the request 

### of either Party. The decision of and/or the award rendered 

### by the arbitration panel shall be final and binding upon the Parties, and judgment upon the award may be entered 

### by any court havingJUrisdiction thereof. The arbitrators shall applythe substantive law o1 the State of Florida, United States 

### of America. exclusive 

### of any conflict 

### of law rules. Any and 

## an ir.1orma!ion and/or documentation presented, received. exchanged. or otherwise obtained during the arbitration, either produced by one Party to the other, or produced 

### by one Party for 1he arbitrators, shall be held in strict confidence by the 

### other Party, which shall not disctose any lnformatior, in whole or part to any person All information and/or documentation presented1 received, exchanged, or otherwise obtained during the arbitration, shajl be, at the delivering Party's sole discretion and direction, either destroyed by the other Party, or promptly returned in fuji to the delivering Party upon tha deliveting Party's request, wtth no copiesto bekept by recipient 

### 20. PUBLICITY Except as required 

### by Applicable Law, neither party may issue any wrttten press release concerning 

### this Agraement without the prior wriHen consent of the other party, which consent shall 

### not be unreasonablywithheld ord@layed. 

### 21. CONFIDENTIAUTY
21.1 Except as necessary toobtain any GovernmentApprovals oras otherwise provided below, each 

### party shaJI, and 

### shaJJ ensure that its directors, officers, employees, 

### Affiliates, and professional advisors (coflectively, the "Representatives"), at all times, maintain strict confidence and secrecy in respect 

### o1 all Confidential**~nformation** 

### oi the other 

### party (including its Affiliates) received directly or indirectly asa result ofthis Agreement. If a party (the KDisclosing Part1') is requested todisclose 

### any Confidential Information ot the other party (the uAffected Party") underthe terms of a subpoena or any order issued by a court or governmental body, 

### it shall {a) notify the Affected Party immediately of the existence, terms, and circumstances surrounding such request, and (b) if

### any disclosure

### of Confidential 

### h1iormarion 1s requiredto prevent the Disclosing Partyfrom being held in contempt or subject to other legal penalty, furnish only such pot1ion of the CanfidentJal irrionnation as 

### it IS legally compeiJed to disclose and use commercially reasonable efforts to obtain an order or other reliable assurance that**conf~dential** treatmentshall be accordad to the disclosed Coniidentlal infom1ation. Each party agrees to 

### transmff, · (' ConHdentiaj Information only to such of its Ropresentatives as 

### required for the purpose

### ~ implementing and administering this Agreement, and shaU Inform sucM Representatives 

### of tha confidential nature of the Confidential Information and instruct such Representatives to treat such Confidential Informationin a mannerconsistentwith lh1s Sect1on 21.1.



### 16Within nfnety (90) days aftE!r the termination ofthis Agreement, each partyshaJJ, 

### eitherdeliverto the otherparty ordestroyall 

### copies ofthe otherparty's Coniidentfallnformation in its possession 

### or the 

### possession of any of tts representatives**(including~** without 

### limftatiora, any report.s, memoranda or 

### other materiais prepared 

### by such party 

### or

### at its direction} 

### and purge all copies encoded or stored on magnetic orothE!r electronfc media or processors, u(lless and 

### only to the extent that tM Confidentral lntormation is necessary for 1he continued adminrstration and operation 

### o1 suoh party's programs or is reasonably necessary in connection with the resolution 

### ot any

### dfspute between the 

### parties.
21.2 Each party acknowledges and agrees that in the event of any breach of this Section 2i, the Affected Party shaiJ ba irreparabfy and immediately harmed and could 

### not be made whoie 

### by monetary damages. Accordingly, it fs agreed that, in addition to any other remedy at law or in 

### equit'IJ, the**A.ff<aet€~** 

### Part'j shal\ b&**~nt\\\ed** 

### to**~m** 

### injunction 

### or ·Injunctions (wlthoutthe posting 

### of any bond and without 

### proof ot actual damages) to prevent breaches or threatened breaches of this Section 21 and/orto compel specific performance

### oi this 

### Sectioh 

### 2i.
21.3 The confidentialityobligations of tha parties underthis

### Section 21 shall survivethe termination or 

### expira1ion

## ortt,-1::1 Agreement

### tor aperiod 

### offive {5) years. 

### 22. ASSIGNMENT
Neither party may assign or otherwise convey anyof Its rights under this Agreemen.t, or dtalegate <:Jf subcontract any of itsduties hereundet, without the priorwritten consentof the otherparty. 

### 23. SEVERABILITY
If

### any prov\s.ioo of**th~.** Agreerru:;n' 

### is cr oocomes \\\egal. 

### '1nvalid or unentcrceable 

### unoerthe iaw

### of any jurisdiction, such provlsion shall oe 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 fegality, validity or the enforceability of such provision under the law of any other jurisdiction; unless. in the reasonable opinioll of either party, anysuch severance affects the commercial 

### basis of tn"rs Agreement, in which case**th~** party shall promptly so inform the other party and the parties shall commence within fifteen (i5) 

### days to negotiate in good faith to a.gree upon modification 

### Of this Agreement so as to maintain the balance of the commercial interests ofthe parties. If, however, such negotiationsare no! successfullyconcludedwithin ninety {90) daysfrom thedatea 

### party has 

### into1111ed the other thatthe commarclar basls has bean affected,**.a~ther** part-§ may termma\e this Agreemen' by giving 

### at leastthirty (30) days• prior written notice to the otherparty. 

### 24. FURTHER ASSURANCES
Each party sha\1 1 pertorm s·uch further acts 

### and execute and deliver such further instruments and 

### documents at such party's cost and expense as may be requrred 

### by applicable laws, rules or regulations or as may be reasonably raquestsd 

### by the other 

### tD carry out and effectuate the purposes ofthis

### Agreement 

### 25. 25.1 MISCELLANEOUS

# ~ ThisAgreementcontainsthe entire agreement between the parties relating to its subject matter, \ and supersedes any prior understandings or agreements between the parties regarding the 

### same s.ubtect

### \'\e.ttsr. Tt"t.ts tt.gr.eerner.\ may not

## oo amentled

### or 

### mod\1\Eid except in writ1n9 srgned by

### a duly authori2:ed representative ot each party. 

## \i 'J
/ 

### \**~\/'** 17

# ~/**\:~** /

## ~\**,_.~;,** •,25.2 The reJat!onship ofthe parties hereunder shall be that of independent contractors. Neither party is intended 

## to have, and neither of 1hem shall reprasenl to any other person that 

### it has, any power, right or authority to bind the other, or to assume. or create, any oo11gat1on or responsibility, express or implied, on behalf o1 the other, except as expressly requrred by this Agreement oras otherwfse permitted in writing. Nothing in this Agreement shall be construed to create betweer. the parties and/or the parties' Representatives any partnership, jo'1nt venture, employmertt relationship, franchise or agency (except that the Operating Carrier shaU have supervisory control over all passengers during anyCodeshared Flight, including any employees, agentorcontractors ofthe Marketing Carrier who are on board any such flight).
25.3 

### In the event that there occurs a substantial 

### change in market conditions in general or in 

### t11e condition oteither party, which changeJs not substantially the result of an act oromission of the party requesting 

### a change or amendmentto 

### thrs Agreement, and which change has 

### a matenal adverse effect on either 

### party tothis Agreement, then TAM or LAN 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 orcity-pair destinations orotherwise to modify in anywaythe transactions 01 relationships contemplated in tf1is Agreement However, neither TAM nor LAN will have any obligation,

### for any reason, to 

### effect such an amendment.
25.4 All rights, remedies and obiigations of the parties hereto shall accrue and apply solely to the parties hereto and their permitted succBssors and asslgns; there is no intent to benefit anythird patties,Jncluding the creditors of either party. 25.5 ThisAgreement may be executed and delivered 

### by the part[es in separate counterparts, each

### of which whan so executed and deUvered shall 

### be an orig1nal, but all ofwhich taken together shall constitute oneandthe same instrument. 

### 25.6 No failure to 

### e-xercise and 

### no delay in**exerc~sing,** on 

### the part of 

### any party, arty right, remedy, power or privilege hereunder, shall operate as a waiver thereoi; nor shall any single or partial exercise of any right, remedy, power or prjvilege 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 notexclusive ofany rights, remedies, powers and privileges provided by law. The failure of anyparty to insist upon a strict performance ofany ot the terms or provisions ofthisAgreement, orto exercise any option, right 

### or remedy herein contained. shall not be construed as a waiver or as a relinquishment fm the future ofsuch term, provision, option, right or remedy, butthe same shaH continue and remain in full force and effect. No waiver byanypartyofany term or provision ofthis Agreement shall be deemedto have been madeunless expressed in writing andsigned 

### by such party 25.7 Neither PARTY SHALL BE LIABLE FOR ANY EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTtAL DAMAGES, INCLUDING LOS! REVENUES, LOST PROFITS OR LOST PROSPECTIVE ECONOMIC ADVANTAGE, ARlSlNG FROM ANY PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGAEEMENT, EVEN IF SUCH PARTY KNEW OR · SHOULD HAVE KNOWN OF THE POSSIBJUTY THEREOF, AND EACH PARTY

## HEREB~¥--'C' RELEASES AND WAIVES ANY CLAIMS AGAINST THE OTHER PARTY REGARDING SUCf-r**~** 

### DAMAGES. 

### 26. NOTICES /

18

### Unless otherwise expressly required in this Agreement 

## orthe Procedures**M;;~nua ,**  

### ali notices, reports, invoices and other communications required or permitted to be given to or made upon a

### party 

### to th1s Agreement shall be 

### in writing, shalf be addressed as provided below 

### and shall be consfdered as properly given and received: 

### (i) wh@n delivered. if delivered 

### rn person 

### (and a signed acknowledgment of receipt is obraineq); 

### {il) three (3) Business Days after dispatch, 

### if dispatched 

### by a recognized .express delivery service that provides signed acknowleclgments of receipt; (iii) seven {7) Business Days after deposit in the applicable postal service**deliver~'** 

### system: or (iv) 

### if transmitted 

### by facsimile, upon compjetion of 

### transmission atld upon confirmation by the sende> (by machine confirmation) that the transmission was received. For the purposes of notice, 

### the addresses of the parties shall t>e as set forth below: provided, however, that either party shall have the right to changEJ**~ts** 

### address for notice 

### to any other

### lo::::ation by giving at least three (3) Susiness Days prior written notJce tothe other party in the manner setforth above. · · 

### Ifto

### TAM: 

### Name: Marcelo Varella Attention: Facsimile: Telephone: 

### lfto LAN: Name: Soledad Berrios Attention: Facsimile: Telephon



### 27. RELATIONSHIP OF THE PARTIES Nothing in 

### this Agreement confers any rights 

## on either 

### party to restrict the other party's 

### ability: (a) to maintain or change 

### rates, fares. tariffs, markets, schedules, equipment, services, distribution and marketing methods, competitive strategies or similar matters; (b) to engage in vigorous and full competition

## wan each ottlar and other entities; or {c) to do business, or choose not to do business, with otherentities, exce.Qt asto the specific route(s) idMtified in 

### Annex B which the parties may only joint!}' promote and operate as cooperative services**~n** 

### accordancewfth thisAgreement.

19

.**~**

### ..'**~** '-
.-

### IN WiTNESS WHEREOF, the duly authorized 

### representatives 

### of the parties have executed this Agreementas of the date first indicated above.

J.: ,

Attachments.: 

### AnnexA- Definitions**Ann~x** 

### B- Codeshared Routes Annex 

### C

- Financial Settlement Annex D- GovernmentalApprovals



### 20

### ANNEX

### A: DEFINJTIONS "Affiliate" or "Authorizet1 Aftiliale" means, with respect to any person or entity, any other person 

### or· entity d.\rectl.y or indirect\'}**oontr~~r\g,** cootrc\1 

# .oo b)!, of "Jndm cnmm'Cn cootm\**w\~h.** such person m entity. For purposes of this definition, "control'' (including "controlled 

### by'' and "undercommon control with") means ownership of no less than forty percent {40%) of the equity securities of another party, together with the 

### power·, directly 

### or fndir8ctly, 

### to direcf 

### or substantially jnfluence the direction 

### oJ t/Je management and policies of such partyiorthe purpose of ensuring 

### that sud1 party complies witn any obligations affecting or relevant to this Agreement, whetherthrough such ownershrp of securities, 

### by contractor otherwise. 

### "Airline**Guides~** meansth.e prlr.te-d and electmrnc data**'4efs\o~-..s** 

### vi the 

### "Ofticia\ A\t\ine Guide'' 

### ana the ''ABCWorld Airlines Guide.''andtheir respective successors. "Applicable Law" meansall applicable laws of any**jurtsd~ctton** includingsecut"ities laws.tax laws.tariff and trade laws, ordinances, judgments, decrees, injunctions, writs, and orders 

### or like actions of any CompetentAuthority and the rules, regulations, orders or Hke actions of any Comperent Authority and the interpretations, licenses. and permits ofanyCompetentAuthority. uBusiness 

### Day" means 

### any day other than a 

### -Sat•Jfcla'J, Sood.a'j or ot\"V31 

### day 

# mwhich 

### banKing institutions in New York, New YorK (USA), or Santiago (ChJie), or Sao Paulo (Brazil) 

### are required 

### by taw, regulation orexecutive order to be closed. "Code'' 

### means thetwo (2) character identifier assignedto a carrier by lATA

### for the purpose 

### oi, arnong otherthings, exchanging fnterline carrier messages in accordance with AIRIMPS procedures. "Codeshare Commission'' hasthe meaning assigned

## to such term in Section 6.3. HCodeshared Flight11 

### means a 

### flignt on which 

### botn parties have 

### placed their respective 

### Codes, as defined in Section 2.1 and

### Annex B. 

### "Codeshared Routes" 

### f1as the meaning assigned

### to such term in Section2,

### t. "Codeshared**Passenger~** means

## e. passengertraveling on 

### a Marketing Carrier Flight Coupon. "Competent 

### Authorities'' means any national., tecteral,**sta~,** cour.ty, 

### \oca\ or mun\c1pa\ 

### go-remmen\ body, bureau, commission, board, board of arbitration.**mstrl~mentality,** authority, agency, court, department, inspectorate, minister, ministry, official or publicorstatutory person {whether autonomous ornot} havingjurisdictionoverthis Agreementoreitherparty. "Conditions of Carriage" means 

### those conditions of contract tariffs and rules 

### of carnage of a party that govern the transport of passengers traveling on tickets showing such party's Code 

### in th9 carrier code box ofthe flight coupon ''Confidential Information" means (a) all confidential or proptietary information 

### of a party,

# includl~0\~ without limitation, trade secrets, information concerning past. 

### present and future

# rasea~~\ development, business activities 

### and affairs, finances, properties, methods of 

### operation, processes and systems, customer lists. customer information (suc;h as passenger name record or 

### "PNR" data) andcomputer procedures and access codes; and (b) the terms and conditlOiiS ofthis Agreement and any reports, inVOices or other communicatiorts betwsen the parties given in connection with the. · . negotiation or 

### pet1ormance of this Agreement; and (c) excludes 

### {i} information already in a party's ··**·~ ·~**  · A1 

# <!' i&t;r"possession prior to 

### its disclosur& by tt1e ottler party: (li) information obtained from a third person or entity that is not prohibited from transmitting such 

### infom1atfon 

### to t.he fer.:etvlng 

### party as

### a.**r~su .t**  ct a contractuar, 

### legal or fiduciary obligation 

### to the parry whose information 1s being disclosed; 

### {iii) information that is orbecomes generally available to the public, otherthan as a result of disclosure 

### by a party in violatron ofthis

### Agreement; 

### or (iv) intcrmation that

### has been or is Independentlyacquired 

### or developed

### bya 

### patiy, or its Affiliate, without vrofating

### anyofitsobligations

### under

### tr.\s A.greecmellt.
"CR.S'' means a computerized reservation system owned or operated 

### by i!ny eniity, including erther 

### party to this Agreement, that contains Information 

### about commercial airline schedules, 

### fares, cargo rates, passenger and cargo 

### tariff rules and flight availability 

### that ts**ma~** 

### a\'ailabte

## t.o**t~wret &';ler"~.ts,**  cargo agents and other**flon~airline** erttitfes 

### to 1actlitate their ability to make reservations and issue tickers and airwaybills. "Damages" rnsans all tl'md party claims, suits, causes 

### ot actton, penalties,. fiabtli.ties

.. judg\'(l.ents., 

### dernands, recoveries, awards, settlements, 

### penalties, flnes, losses and expenses 

### of

### any nature 

### or kind whatsoever (including, without limitation, 

### Internal expenses of the Indemnified Party, such as employee salaries and the costs of cooperating in the mvestigation, preparation or defense

### ot clarms) under 

### the laws of anyjurisdjctfon (whether arising 

### in tort, contract underthe Warsaw

## Convention. e.s amended, or the Montreal Convention ot 1999, as amended, and related instruments or otherwise). including reasonable costs and expenses 

### of**investig~?tting,** preparing 

### or defending any claim. suit, action or proceeding {includlng post judgment and appellate proceedings or proceedings that are incidental to

### the succes.<;ful establishment of a right of indemnification), such as reasonable attomey%' tees andfeestor expertwitnesses 1consultants and

### litigatjon support services. 

### "Governmental Approvals'' 

### means any authorizations, licenses, certificates, exemptions, designations, or other approvals of Compster1t Authonties that are reasonably required (in the

### or1nto\\ ot e'rther party) forthe operation ofthe 

### Codeshared Flights.
"lATA'' meansthe lnternationa'

### Air Transport Association.
"lATA 

### Clearjng**House~** 

### means the cJaaring house established 

### by lATA to administer and implement revenue settlement

### by reference tothe RevBnue Accounting Manual published 

### by lATA. ;'lnterHne Service**Charge~** means the payment 

### by the carrier lifting a ticket to the Ticketing Carcier, accordrng 

### to industry procedures tor compensating the Ticketing Carrier

### for sales costs, as currsntly set

### forth in lATA Passenger ServicesConference Resolutions 780b and 

### 7BOCI. "Marketing Carrier" meansthe party whose 

### Coders shown in the carrier code box of a 

### flightcoupon 

### and CAS disp,ayior

### a Codeshared 

### Flight but which 

### isnottheOperating Carrier. "Marketing Carrier Flight Coupor;" means

## a: flight coupon (electronic or paper} of a 

### trcket issued 

### by the 

### Marketing Carrier, Operating Carrieror

### .a thJrd party for travel

# on a Cadesharedfl.\ghtshow\r.gthe MarKeting Carrier's Code 

### (i) in the carrier c.ode box in the case of a paper trcket, and {ii) 

### in the transporting carrierf1eld 

### in the caseo( an eJectronlc ticket

### ~\: ''Marketing C81rrier 

### Tickef' means a ticket issued 

### by the Marketing Carrier, Operating Carrlet or a:::l

# ~ ij third partythatcontainsat leastons MarketingCamer FlightCoupon. "Marketing FUQht(s)" means a Codeshared Flight when displayed, sold, or referred to as a flight 

### of

... the MarketJng Camer rather than a 

### fUgnt 

### ofthe Operattl'lg Carrier, such as when 

### us1ng the**Marketi.\1.~-** . •·· :.;· Carrier's name, Designator Code and/orflight number.**·~~Jr ~.~·A_r</**  

# 1(/**'~** A2

### ''Operating Carrier" means 

### the air 

### carrier having operational control 

### of an 

### aircraft used for a 

### given Codashared Flight**·~Procedures** 

### Manual" means 

### a detarted procedures manual pmpared 

### by the parties for implementing the transactions contempiatad b}'this

### Agreement ""Rest!rvat'lons 

### System"**me~ms** 

### the internal compwerized 

### airline passenger or cargo reservations 

### system used 

### by.the personnel 

### of an airline that contains**informat~on** 

### about 

### flight schedules, fares, 

### cargo rates, passenger and cargo tariff t'ules andseat availabifity ofthat 

### airline and othercarriers, and provjdes Um abilityto make reservations and issue tickets oraix

### waybms. "Special Prorate 

### Agreement" means the agreement, 

## trom time to time, between 

### the parties relating tD 

### the

### proratJor. 

## ot jnterJine revenue. 

### "Ticketing Carrier" meansa carrierwhose trafficdocumentsare usedto 

### issue a 

### ticket "$"or"USS"or "Dollars"means lawful currencyof the Unfted States 

### ofAmerica.



### A3

### ANNEX B; COOE.SHARED ROUTES
I. 

### The partjes wlll commence codesharing on each of the following Coctesharad Routes on September

### 21s~. 2007, subject to the parties receiving air Governmental Approvals with respect 

## to each respectiVe 

### Codeshared Route. Cod.esbared Flights
Main Routes Sao Paulo {SAO)

- Santiago de Chlle (SCL) Sao Paulo (SAO)

- SantiagodeChile {SCL} 

### Domestic Routes Sao Paul-o {SAO)- Rio da

### Janeiro (RiO) Sao Paulo {SAO)**~** Salvador{SSA) Sao Paulo 

### {SAO)- Porto Alegre (POA} Sao Paujo 

### {SAO)- Cuntiba (CWB) Sao Paulo (SAO)

- Bslo Horizonta (BHZ} Sao Paulo (SAO)- Florianopolis (FLN) Sao Pauro (SAO}- Brasilia (BSB) Sao Paulo (SAO)

- Recite (REC} Sao Paulo (SAO)

- Forraleza {FOR) 

### Sao Paulo

### {SAO)

- Manaus (MAO) Sao 

### Paulo {SAO)

- lguassu (IGU) Sao Paulo (SAO)

- Porto Segura (BPS) Rio deJanelro (RIO)- Salvador (SSA) Flio deJaneiro (RIO}

- Recife (REC) Rio deJaneiro (RIO)

- Fortaleza (FOR) Rio de Janeiro (RIO)

- lguassu (IGU) Rio de Janeiro (RIO)

- PortoAlegre (POA} 

### Rio de Janeiro (RIO}

- Curitiba 

### (CWB)
Domestic Routes Sar.tlagc**~e**Ch\le

### \SCL)

- Anto1agas.ta {AN'r) Santiago

### deChile {SCL)

- Arica {ARl) Santiago de Chile {SCL)- Balmaceda (BBA) Santiago de Chile (SCL)

- Calama (CJC) Santiago de Chile (SCL)

- Concepcion (CCP) 

### Santiago de Chile (SCL)- 

### Copiap6 (CPO) 

### Santiago de ChHe (SCL)- El Salvador (ESR) 

### Sant'1ago deChile {SCL)-**lquiqu~** (IQQ} SantiagodeChile 

### (SCL)

- La Serena (LSC) Santiago deChile (SCL)-Osorno {ZOS) Santiago deChile (SCL)- Puerto Montt (PMC) SantiagodeCt1ile {SCL)

- PuntaArenas (PUQ) Santiago de Chile {SCL)- Temuco (ZCO) Santiago 

### de Chfle {SCL}- Valdivitl (ZAL)



### B1 OperatingCarrier 

### JJ LA OperatingCarrier 

### JJ JJ JJ 

### JJ JJ JJ JJ JJ 

### JJ JJ 

### JJ JJ JJ Jj 

### JJ JJ JJ JJ Operating Carrier LA 

### LA LA 

### LA LA LA 

## LA 

## LA LA LA 

### LA LA 

### LA LAANNEX C: FINANCIAL SETTLEMENT CODE.SHAHE COMM\SSION
The 

### Codeshar·e Commissfon tor the Codeshared 

### Routes will be calculated 

### by mulllptying the gross pro;atf.1d value (as determined in accordance witt: Sections 

### 6

.2fal and 6.3 

### oi Marketing 

### Carrier Flight Coupons 

### by the appiicabla Commission percentage, whrch for purposes ofthis Agreement, is detailed berow.



### The Ticketing 

### Carrier will mceive 

### the Interline Service Charge, 

### which will t)e in addition to 

### the Codeshare Commission payableto the Marr-eting Carrier.


## {a) (b) at anytime 

### by mutualwritten 

### consent of the parties hereto;
at any

### ti~to the -month anniversary

### of this Agreement upon either party providfng 

### a1**~east ~oa)ls'**  

### wTl\ten nD\ice

### \o

### \ne other· party, such 

### notice to be served than 

### ttle onth anniversary date 

### of this Agreement, and no later than the anniversary of this Agreement, and such renegotiation to occur no Jatar than aftersuch notice is sent; or

C1 

# ?f" (/fl ; ·**~ Y\~** 



# . \

. ,I '1

. \c:tJ

.**.:r~,** 

### \'o,!fl'**,l,~, ~~.,..,**  

### ANNEX 0: GOVERNMENTAL 

### APPROVALS

C2

### 1° AMENDMENT TO CODESHARE AGREEMENT Between TAM Linhas Aereas S.A. and Lan Airlines S.A.

This 1o 

### Amendment to the Codeshare Agreement (hereinafter the "Amendment"), is executed on this 23 day of July 2008, by and between TAM Linhas Aereas S.A. (hereinafter "TAM") a company incorporated underthe laws of Brazil, with registered office at Av. Jurand1r, 856, Bloco 2, HVII, 2° andar, Sao Paulo/SP, Brazil CEP 04072-000, registered with the commercial and companies registry of the State of Sao Paulo. Brazil, with NIRE No. 35.300.118.634 and registered as taxpayer in Brazil under CNPJ No. 02.012.862/0001-60; and Lan Airlines S.A. (hereinafter "LAN"), a company Incorporated under the laws of Chile, having its registered office at Avda. Presidente Riesco 5711, 

### piso 17, Las Condes, Santiago, Chile ; TAM and LAN are hereinafter collectively referred to as the "Parties" or individually as a "Party" as the case may be. WHEREAS, TAM and LAN are parties to a Codeshare Agreement dated August 24, 2007 as amended (hereinafter as the "Agreement"); and WHEREAS, the Parties wish to amend the Agreement upon the terms and subject to the conditions ofthis Amendment, NOW THEREFORE, in consideration of the mutual covenants and promises in this Amendment, the Parties hereto agree as follows:



### 1.

2.

3.

4.

1736 

### Codeshared Routes: Codeshared Routes on which the Parties shall place their respective Codes, as defined in the Agreement and set forth in Annex B of such, are hereby amended and restated as set forth in Annex Battached hereto. Governmental Approvals: As set forth in the Agreement, the Codeshared Flights shall not commence until all required Governmental Approvals are received. The Agreement is amended to the extent herein provided and, as amended, shall continue in full force and effect in the terms and conditions set forth therein except as amended herein. The Parties agree that this Amendment and the Agreement embody all the terms and conditions agreed upon between the part1es as to the subject matter of the Agreement, and supersedes and cancels in all respects all previous agreements and undertakings between the parties with respect to the subJect matter hereof, whether such be written or oral

Page 1 of 4

### 5. If any term or provision in this Amendment is held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or 

### part thereof shall to that extent be deemed not 

### to form part of this Amendment or the Agreement and the validity and enforceability of the remainder of this Amendment or the Agreement shall not be affected. The part1es agree that should any such term or provision or part thereof be invalid or unenforceable then they shall agree to, amend such term or provision in such a way that, as amended, it is valid and enforceable and to the maximum extent possible carries out the original intent of the parties.
6. 

### Each Party shall bear its own costs, legal fees and other expenses incurred 1n 

### connection with the preparation and execution ofthis Amendment
7. 

### Counterparts: This Amendment is executed in counterparts each of whom will constitute one and the same document.

IN WITNESS WHEREOF, the duly authorized representatives of the parties have executed this Agreement as ofthe datefirst indicated above.

TAM Linhas Aereas S.A. 

### By:**Namee~:~----------------~** 

### Title: Date:



# ----------------------
LAN AIRLINES S.A. 

### By:

..·.···-· ·,.**"~--** 

### . Name:

. , :..;;;
..**-~.>:·..,.**

### · ..:-""" J • • 

### Title: Date:-----------



### Attachments: Annex 

### B- Codeshared Routes

1736 

### TAM 

## Linhas Aereas StA. Marcelo Varella DiretordeAliaf¥1seRegulat6rio

LAN AIRLINSSS._A.**---~·-··**

# t::r=
. ··-. By: ·. Name: '{!"...**i~'·.:...:''...c:'** 

### Title: '·- · Date:



# ------

Page 2 

### of4

### Manaus (MAO) lguassu (IGU) Florianopolis (FLN) Porto Seguro (BPS) Brasilia (BSB) Recife (RE) Fortaleza (FOR) Natal (NAT) Maceio(MCZ) Sao Paulo (SAO)

C. Operating Carrier: 1) Routes between Santiago and other cities in Chile are operated either by LA or LU. 2) Routes between Sao Paulo and other cities in Brazil are operated by JJ. 3) Routes between Santiago and Sao Paulo are operated by LA and/orJJ. 4) Routes between Santiago and Rio de Janeiro are operated either by LA or LU. Note: LU means Transporte Aereo SA (Lan Express) who may publish its flights under the common code LA

TAM Linhas Aereas SA By:c

.. .'-- Name:

__________**-r~-------** 

### Title: Date:

___ ____.,,..._________ _ /


### LAN AIRLtNfS S.A. By:**""~** _..;,-**~~~-** 

### Name:**,~~.'f"'-'** 

### Title: Date:



# -------------- iAM 

### Linhas Aereas S/A. Marcelo Varella DlretOfdeAliaf"I9CiseRegulat6rio



### LAN

## AIRL(~E$-S':A. By:**~-'-----~·_·** 

### ... _."_-::--_·

- Name: , , ./ •• I. ;' .to·t.

.. ''·.\ 

### Title: .r**-~~** ---- ______ ..... 

### Date:

__________ _2765 

### 2"d AMENDMENTTO CODESHARE AGREEMENT Between
TAM Linhas Aereas S.A.
and Lan Airlines S.A.
and TransporteAereo S.A.



### This 2nd Amendment to Codeshare Agreement (hereinafter the "Amendment"), is executed on this 12th day of may 2009, by and between: (a) TAM Linhas Aereas S.A. 

### (hereinafter "TAM") 

### a company incorporated under the laws of Brazil, with registered office at Av. Jurandir, 856, Bloco 2, HVII, 2° andar, Sao Paulo/SP, Brazil CEP 04072-000, registered with the commercial and companies registry ofthe State of Sao Paulo, Brazil, with NIRE No. 35.300.118.634 and registered as taxpayer in Brazil under CNPJ No. 02.012.862/0001-60; (b) Lan Airlines S.A. 

### (hereinafter "LAN"), 

### a company incorporated under the laws ofChile, having its registered office at Avda. Presidente Riesco 5711, piso 18, Las Condes, Santiago, Chile; and (c) Transporte Aereo S.A. 

### (hereinafter "Lan Express") 

### a company incorporated underthe laws of Chile, having its registered office at Avda. Presidente Riesco 5711, piso 6, Las Condes, Santiago, Chile; TAM, LAN and Lan Express are hereinafter collectively referred to as the "Parties" 

### or individually as a "Party" 

### as the case may be. WHEREAS, TAM and LAN are parties to a Codeshare Agreement dated August 24, 2007 as amended by the 1st Amendment to Codeshare Agreement dated July 23, 2008 (collectively hereinafter referred as the "Agreement"); 

### WHEREAS, Lan Express is an affiliate company ofLan Airlines that operates the domestic market in Chile and certain flights to Brazil; and WHEREAS, the Parties wish to amend the Agreement upon the terms and subject to the conditions ofthis Amendment, NOW THEREFORE, in consideration of the mutual covenants and promises in this Amendment, the Parties hereto agree as follows:

1. Parties of the Agreement: The Parties hereby agree to amend the Agreement incorporating Lan Express as a Party of the Agreement. Therefore Lan Express shall have the same rights and obligations of LAN set forth in the Agreement. 2. Codeshared Routes: Codeshared Routes on which the Parties shall place their respective Codes, as defined in the Agreement and set forth in Annex 

### 8 of such, are herebyamended and restated as setforth in Annex B attached hereto. 3. 

### Governmental Approvals: As set forth in the Agreement, the Codeshared Flights shall not commence until all required Governmental Approvals are received.
Page 1of52765 

### 4. The Agreement is amended to the extent herein provided and, as amended, shalt continue in full force and effect 

### in the terms and conditions set forth therein except as amended herein. 

### 5. The Parties agree that this Amendment and the Agreement embody all the terms and conditions agreed upon between the parties as to the subject matter of the Agreement, and supersedes and cancels in all respects all previous agreements and undertakings between the parties with respect to the subject matter hereof, whether such be written or oral. 6. Ifany term or provision in this Amendment is held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part thereof·shall to that extent be deemed not to form part of this Amendment or the Agreement and the validity and enforceability ofthe remainder ofthis Amendment or the Agreement shall not be affected. The parties agree that should any such term or provision or part thereof be invalid or unenforceable then they shall agree to, amend such term or provision in such a way that, as amended, it is valid and enforceable and to the maximum extent possible carries out the original intent of the parties.


### 7. Each Party shall bear its own costs, legal fees and other expenses incurred in connection with the preparation and execution ofthis Amendment. 

### 8. Counterparts: This Amendment is executed in counterparts each of whom will constitute one and the same document.

THE REST OFTHIS PAGE HAS BEEN INTENTIONALLY LEFT IN BLANK

Page 2of5

-. ·...2765



### IN WITNESS WHEREOF, the duly authorized representatives of the parties have executed this Agreement as ofthe date first indicated above.

TAM Linhas Aereas S.A. 

## By:**----~~~4-~~-=~--** Name:

____**-£--~~~------** 

### Title: Date:**---H+f&1~_.._.._=....,."-""'="'---**


### LAN AIRLINES S.A!

•

# .... By:

## --~~~-------------­ Name: ·**,a=.s.>~** p,..:..e.c_,.c.!l... 

### Title: Date:**--------------------~** 

### TRANSPORTE

## ~B~.~--~~r-r-­**Name:~~~~~~~~~~~,,~** 

### Title: Date:



# ---------------------

Attachments: 

### Annex B - Codeshared Routes



# .. LAN AIRLINES SA 

## By:

____**~~----------** 

### Name:

__ 

# -4------------- Title:

### --=--±~~~~¢~ Date:**--L..J..QIIAA-J-A-ll\L.-41~A-w'+l'<11--**

Page 3 of52765 

### ANNEX B: CODESHARED ROUTES

The parties will commence codesharing on each ofthe following Codeshared Routes as of may 12, 2009, subject to the parties receiving all Governmental Approvals with respect to each respective Codeshared Route, ifnecessary, as set forth bellow:



### A. Codeshared Routes: The Parties hereby agree that they may place their respective Codes as set forth in the Agreement, on the fights between the following city pairs as defined below: 1) Flights between Cities in Chile (otherthan Santiago) and Sao Paulo 2) 

### Flights between Cities in Brazil (otherthan Sao Paulo) and Santiago 3) 

### Flights between Cities in Brazil (otherthan Rio de Janeiro) and Santiago. 4) 

### Flights between Cities in Chile (otherthan Santiago) and Cities in Brazil (otherthan Sao Paulo) 5) 

### Flights between the Main Cities.



### B. Cities: 1) 

### Main Cities: Santiago (SCL) Sao Paulo (SAO) Rio de Janeiro (RIO) 2) Cities in Chile: Antofagasta (ANF) Arica (ARI) Balmaceda (BBA) Calama (CJC) Concepcion (CCP) Copiap6 (CPO) El Salvador (ESR) Isla de Pascua(IPC) lquique 

### (100) La Serena (LSC) Osorno (ZOS) Puerto Montt (PMC) Punta Arenas (PUO) Temuco (ZCO) Valdivia {ZAL)2765 

### Cities in Brazil: Rio**de'J~neiro** 

### (RIO) Porto Alegre (POA) Belo Horizonte (BHZ) Curitiba (CWB) Salvador (SSA) Manaus (MAO) lguassu (IGU) Florianopolis (FLN) Porto Seguro (BPS) Brasilia (BSB) Recife (REC) Fortaleza (FOR) Natal (NAT) Maceio (MCZ) Sao Paulo (SAO)



### C. Operating Carrier: 1) Routes between Santiago and other cities in Chile are operated by LAN or Lan Express. 2) Routes between Sao Paulo and othercities in Brazil are operated by JJ. 3) Routesbetween Santiago and Sao Paulo are operated by LA and/orJJ. 4) Routes between Santiago and Rio de Janeiro are operated by LAN or Lan Express_

TAM LinhasAereas S.A.



## -

## " 

# ··-, By: ( <'. -)·•.e>.--:---""' 

### Name: SftX_..;,.DPJ) £::,;;£uv<;. 

### Title: Date: 

# 1

By:

### Name:~~---~--~---­ Title: Date:



# --------------------- TAM Linhas Aereas S.A.

## ~~.....-z 

## &------""'

By:

____

### ~------------ Name:

__**-+--~~-----­** 

### Title:**-'-L~"'-'"'-""--:::;:ooo"""'Si'""'­** 

### Date: ..;...'

### '¥'-1-~~~~m---3'dAMENDMENT TO CODESHARE AGREEMENT Between TAM Linhas Aereas S.A. and Lan Airlines S.A. and Transporte Aereo S.A.

This 3'd Amendment to the Codeshare Agreement (hereinafter the "Amendment"), is executed on this _th day of January 2012, by and between (a) TAM Linhas Aereas S.A. (hereinafter "TAM") a company incorporated under the laws of Brazil, with registered office at Av. Jurandir, 856, Bloco 2, HVII, 2° andar, Sao Paulo/SP, Brazil CEP 04072-000, registered with the commercial and companies registry ofthe State ofSao Paulo, Brazil, with NlRE No. 35.300.118.634 and registered as taxpayer in Brazil under CNPJ No. 02.012.862/0001-60; and (b) LAN Airlines S.A. (hereinafter "LAN"),a company incorporated under the laws of Chile, having its registered office at Avenida Presidente Riesco 5711, piso 18, Las Condes, Santiago, Chile; and (c) Transporte Aereo S.A. (hereinafter "LAN Express") a company incorporated under the laws of Chile, having its registered office at Avda. Presidente Riesco 5711, piso 6, Las Condes, Santiago, Chile; TAM, LAN and LAN Express are hereinafter collectively referred to as the "Parties" or individually as a "Party" as the case may be. WHEREAS, TAM, LAN and LAN Express are parties to a Codeshare Agreement dated August 24, 2007 as amended by the 151 Amendment to Codeshare Agreement dated July 23, 2008 and the 2nd Amendment to Codeshare Agreement dated May 12, 2009 (collectively hereinafter referred as the "Agreement"); WHEREAS, LAN Express is an affiliate company of LAN Airlines that operates the domestic market in Chile and certain flights to Brazil; and WHEREAS, the Parties wish to amend the Agreement upon the terms and subject to the conditions of this Amendment, NOW THEREFORE, in consideration of the mutual covenants and promises in this Amendment, the Parties hereto agree as follows: 1. Parties and Preamble of the Agreement: The Parties and Preamble of this Agreement are hereby restated as set forth hereinabove. Therefore, each Party has the rights and obligations set forth in the Agreement. 2. Codeshared Routes: CodesharedRoutes on which the Parties shall place their respective Codes, as defined in the Agreement and set forth in Annex B of such, are hereby amended and restated as set forth in Annex B attached hereto. 3. Governmental Approvals: As set forth in the Agreement, the Codeshared Flights shall not commence until all required Governmental Approvals are received. 4. The Agreement is amended to the extent herein provided and, as amended, shall continue in full force and effect in the terms and conditions set forth therein except as amended herein. 5. The Parties agree that this Amendment and the Agreement embody all the terms and conditions agreed upon between the parties as to the subject matter of the Agreement, and supersedes and cancels in all respects allprevious agreements and undertakings between the parties with respect to the subject matter hereof, whether such be written or oral. 6. If any term or provision in this Amendment is held to be illegal or unenforceable, in whole or· in part, under any enactment or rule of law, such term or provision or part thereof shall to that extent be deemed not to form part of this Amendment or the Agreement and the validity and enforceability ofthe remainder ofthis Amendment orthe Agreement shall not be affected. The parties agree that should any such term or provision or part thereof be invalid or unenforceable then they shall agree to, amend such term or provision in such a way that, as amended, it is valid and enforceable and to the maximum extent possible carries out \t)e original intent of the parties.


### 7. Each Party shall bear its own costs, legal fees and other expenses incurred in connection with the preparation and execution ofthis Amendment. 

### 8. Counterparts: This Amendment is executed in counterparts each of whom will constitute one and the same document. IN WITNESS WHEREOF, the duly authorized representatives of the parties have executed this Agreement as of the date first indicated above.

TAM Linhas Aereas SJA. / / By: ,, Name: Name: Title:

LAN AIRLINES S.A.**.).** ·-:-- 

# /--- >**~-** 

### By:**t.~~,__....-** Name: Na e: Title: Title:

TRANSPORTE AEREO S.A. 

# (;:·**(~\ ~~**  Name: Name: 

### I Title: Title: / TAM Linhas Aereas S.A.

' I

TRANSPORTE AEREO S.A. J

. (j(• .•**··-·---~---·**



# II



# IANNEX B: CODESHARED ROUTES The parties will commence codesharing on each of the following Codeshared Routes subject to the parties receiving the required Governmental Approvals with respect to each respective Codeshared Route as set forth below: A. Codeshared Routes: The pariies hereby agree that they may place their respective Codes as set forth in the Agreement, on the fights between the following city pairs as defined below: 1) Flights between the Main Cities 2) Flights between Cities in Brazil 3) Flights between SAO/RIO and Cities beyond Brazil 4) Flights between Cities in Chile 5) Flights between SCL and Cities beyond Chile 6) Flights between Other Cities B. Cities: 1) Main Cities: Santiago (SCL) SaoPaulo (SAO) Rio de Janeiro (RIO) 2) Cities in Brazil: Rio de Janeiro (RIO) Porto Alegre (POA) Bela Horizonte (BHZ) Curitiba (CWB) Salvador (SSA) Manaus (MAO) lguassu (IGU) Florianopolis (FLN) Porto Seguro (BPS) Brasilia (BSB) Recife (REC) Fortaleza (FOR) Natal {NAT) Maceio (MCZ) Sao Paulo (SAO) Campo Grande (CGR) San Jose do Rio Preto (SJP) Ribeirao Prete (RAO) Cuiaba (CGB) Joinville {JOI) Navegantes (NVT) Aracaju(AJU) Vitoria (VIX) Sao Luis (SLZ) Campinas (CPQ) Joao Pessoa (JPA) Londrina (LOB)Petrolina (PNZ) Belem (BEL) Uberlandia (UDI) llheus (lOS) Santarem (STM) Macapa (MCP) Goiania (GYN) Rio Branco (RBR) Boa Vista (BVB) Teresina (THE) lmperatriz (IMP) Porto Velho (PVH) Palmas (PMW) Maraba (MAB) 3) Cities beyond Brazil: Milan (MIL) Miami (MIA) Montevideo (MVD) New York (NYC) Orlando (MCO) Asunci6n (ASU) Londres (LON) Madrid (MAD) Paris (PAR) 4) Cities in Chile: Antofagasta (ANF) Arica (ARI) Balmaceda (BBA) Calama (CJC) Concepci6n (CCP) Copiap6 (CPO) El Salvador (ESR) Isla de Pascua (!PC) lquique (IQQ) La Serena (LSC) Osorno (ZOS) Puerto Montt (PMC) Punta Arenas (PUQ) Temuco (ZCO) Valdivia (ZAL) Pucon (ZPC) 5) Cities beyond Chile: Sydney (SYD) Los Angeles (LAX) Lima (LIM) NewYork (NYC) Miami (MIA) Punta Cana (PUJ)Quito (UIO) Guayaquil (GYE) Montevideo (MVD) Ciudad de Mexico (MEX) Port Stanley (PSY) 6) Other Cities:
Lima (LIM) Isla de Pascua (IPC) Los Angeles (LAX)

C. Operating Carrier: 1) Routes between Cities in Chile and/or from SCL and Cities beyond Chile and/or between Other Cities are operated by LAN Airlines and/or LAN Express. 2) Routes between Cities in Brazil and orfrom SAO/RIO and/or Cities beyond Brazil are operated byTAM. 3) Routes between the Main Cities are operated by LAN Airlines and/or LAN Express and/orTAM

TAM Linhas Aereas S.A. TAM UnhasAereas-S.A
.


# . ·. , I )
i By:

_____ /_c_L

__

## /_:~v_<_,~,.~·__

## ·_\~-- Name: Title:



### LAN

# AIRLIN~SI**~~~07** .I ·".

. , " ,.- - -- ..**(jf:f~** By:

## ~~ Name: Title: 

### .

### LANAIR~ By: 

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# I TRANSPORTE AEREO S.A. TRANSPORTE AEREO S.A.

# s(~. '\(··. , '····-,

# j(/**-~---**

# ....,By:

_____ __;_
___ _**~ame:** 1

, 

# I Name: ·,.. /' Title: Title: