SILVERBERG 

GOLDMAN& 

B IKO FF, t.t.P. 

ATTORNEYS AT LAW 

VIA HAND DELIVERY 

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 

Program Manager, Docket Operations 

Department of Transportation 

West Building Ground Floor, Room W12-140 

1200 New Jersey A venue, S.E. 

Washington, D.C. 20590 

Re: Joint Application ofTAM-Linhas Aereas S.A., 

LAN Airlines S.A. and LAN Peru S.A. 

Docket DOT-OST-2012-0056 

Dear Ms. 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 1 through 3; and (ii) the Codeshare Agreement between TAM and LAN 

Peru S.A., including Amendments 1 and 2. Other parties may obtain copies of the codeshare 

agreements by contacting the undersigned counsel for TAM. 

Respectfully submitted, 

SILVERBERG, GOLDMAN & BIKOFF, L.L.P. 

Attorneys for 

TAM-LINHAS AEREAS S.A. 

By:f~~{~ Enclosures 

cc (w/o enclosures): Robert Finamore; Brian Hedberg; Juan Carlos Mencio; Marshall Sinick 

All other parties listed on the attached Service List 
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 

sam etta. c. bamett(a)delta. com 

jeff.morgan@delta.com 

john.allen@faa.gov 

ben.graves@evergreenairlines.com 

kell i. bryanrCV,evergreenairlines. com 

SERVICE LIST 
CODESHAREAGREEMENT 

between 

TAM Lin has Aereas S.A. 

and 

LAN AIRLINES S.A. 
TABLE OF CONTENTS 

1. DEFtNITIONS 

2. CODESHARE SERVICE 

3. \MPlEMENTA\\ON M~D EXP.ENSES 

4. INVENTORY CONTROL AND PROCEDURES 

5. MARKETING AND PRODUCT DISPLAY 

6. TRAFFtC DOCUMENT ISSUANCE AND FINANCIAL SEITLEMENT 

7. TRAJNING 

8. SECURITY 

9. SAFETY AND MAINTENANCE 

10. FREE AND REDUCED RATETRANSPORTATION 

11. TRADEMARKS AND CORPORATE IDENTlFICATlON 

12. REPRESENTATIONS AND WARRANTIES 

13. GOVERNMENTAL APPROVALS 

14. TERM 

15. INDEMNIFICATION 

16. INSURANCE 

17. TAXES 

18. FORCE MAJEURE 

19. GOVERNING LAW AND DISPUTE RESOLUTION 

20. PUBUCITY 

21. CONFIDENTIALITY 

22. ASSIGNMENT 

23. SEVERABILITY 

24. FLJRTHER ASSURANCES 

25. MISCELLANEOUS 

26. NOTICES 

27. RELATIONSHIP OF THE PARTIES 
CODESHARE AGREEMENT 

This Codeshare Agreement (this. "A.greement"), is maCe thi-s August 24tn da-9 of 2007, '•s a-xecu1eo by 

and between 

TAM Linhas Aereas S.A. ("TAM") a company incorporated under the Jaws of Brazil, with registered 

office at Av. 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 taxpayer in Brazil under CNPJ No. 02.012.86.2/0001-60; and 

\.AN AiRUNES S.A. ("LAN»'), a company incorporated under the laws of Chife, having fts registered 

office at Avenida Presidente Riesco N" 5711, Piso 17, Las Ccndes, Santiago, Republica de Chile. 

TAM and LAN are herernafter coUectlvely refarred to as the ~parties" or tn.divi.duaH~ as e. "part~J~ as the 

case maybe. 

In consideration of the 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 have the meanings set forth in Annex A. unless 

the oontex.t expressly provides otherwise. 

1.2. l'he parties agree \hat accepted industry procedures and agreements relating to the mterlining of 

passengers and baggage, incJuding those set forth in lATA Resolution 780 Interline Troffjc 

AgreE:mlent- Passenger for all international carriage shall apply to the provision of air transport 

and the related transactions contemplated by this Agreement, except to the extent that th~y are 

inconsfstsnt or conflict with the terms of this Agreement. 

2. CODeSHARE SERVICE 

2.1. The parties shall 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" tor TAM and "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 of this .Agreement shall prevail in the event of a \~-

conflict between a provision of this Agreement and any provision of the 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 of service, which standard shaH, In any :av.ant, be re.awr.ab\y \n acooroance 11it'\'"' the . f\ _ standards of customer service established by the Marketing Carrier for 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 for the 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 right to determine the service schedules of lts own flights. 

The parties may add Codeshared Flights, as mutually agreed from time to time, without forrnaUy 

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 nght to 

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 ami the 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 

airline schedule 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 or schedule by the Oparating Carrier. 

Except as otherwise provided in the Procedures Manual, in the event of any fnght cancellation or 

otl1er schedule irregulartty, involuntary rerouting 'J.{ den\oo boardir.g by the Opeara\\ng Canier 

with respect to a Codeshared Flight, the Operating Carrier shall: 

Ensure that all passengers are handled in accordance with the same poilcies and procedures to 

avoid any dlscclmlnat\oo against a 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 manner as to its 

own passengers and subject to the provfsions of the Procedures ManuaL 

The Conditions of Carriage of the Marketing Carrier, including its limits of liability to pa.ss.engers, 

shaJJ govern the transportation of Codeshared Passengers and the Corlditrons of Carriage of the 

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\ned to ttw pa:,:,-oor.gers tc 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 under the operating certificate of an Authorized Aftifiate. . f '-

In the event that 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 Carrier with pr!or written notice ot its fnte.n.t1M. 

Such notice shaH be provfded to the Marketing Carrier as soon as practicable after the Operatrng 

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

the right, Should it elect to 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 Carrier for all costs of such re·accommodation, jncluding 

(i} any additional costs incurred to 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 costs associated with there-accommodation. 

3. iM'PLEtlllEN7 ATlON AND EXPENSES 

3.1. fmplementation of this Agreement shall be subject to the folfowing conditions precedent 

a} "The exi"!cut1on 0'1 a Spec'ia\ Prorate Agreement; 

b) Receipt by TAM and LAN ot all necessary Government Approvals; 

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 and expenses associated with the following, unless otherwise 

agreed in writing by the parties: 

a) Any systems to support the automation of procedures and settlement relating to the Godeshared 

Flights (e.g., PNR exchange, yield management, revenue accounting, etc.), including rouHne 

maintenance thereof; 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 of each specific project ownership 

of JOintly funded systems, software, signage, equ1pmem and facilities. 

4. INVENTORY CONTROL AND PROCEDUR.ES 

4 1. The avalJability of Marketing Rights will be controlled by standard AVS (availabirity status) of the 

Operating Carder. The Marketing Carrier wifl f1ave access to the Operating Carrier's local 

inventory class availability through 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 of seat inventory availability on Codeshared Fligl1ts. 

3 
4.3. Each party shall usa commercially reasonable aftorts to provrde equaf inventory access to 

Codeshared Passengers in inventory classes where such passengers yield comparable 

revenues as the Operating Carner's passengers. 

5. 

5.1. 

5.2. 

5.3. 

5.4. 

5.5. 

6. 

6.1 

MARKETfNG AND 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 promotions comply with 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, as well 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 disclose the Operating Carrier and the appropriate departure 

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

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 include tha 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 any successor 

code), as defined in the lATA Standard 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 on prior agreement. 

Each party may use its own flight number in referencing the Codeshared Flights except that 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 FINANCIAL SETTLEMENT 

Passenger traffic documents for use on the Codeshared Flights may be issued by either party, t\,., 

Of by l!lird parties with whom the parties from time to time have interline tra!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 ot such documents as follows: 

(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 directly to the 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 assist the 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 multiplying such coupon values by the appricable commission percentages set 

forth fn Annex C. The- Operating Carrier shali credit the account of the Marketing Carrier tor the 

aggregate Codeshare Commission through 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 of this 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 lATA clearance month. Any resulting payments wifl be processed through the lATA 

Clearing HousEl. 

Marketing Carrier Flight Coupon Selection: A coupon wfll be considered tor selection if: 

(a) the Marketing Carrier's code appears in the coupon "Carrier'' box, and 

(b) a valid Marketing Carrior flight number appears rn the coupon "Flight" box, and 

(c) the segment flown corresponds to a valrd codeshare sector. ::f 

Marketing Carrier Fltght Coupon selection may indude Marketing Carrier, Operating Carrjer and 

1 

third party ticket stock. 

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

House. 

e.7 lo support interline billing by the. Operating Carrter to third parties and involuntary rerouting and 

refunding ot Mafketing Carrier Tickets by the Operating Carrier, the Marketing Carrier hareby 

waives endorsement t'equirements for the Operating Carrfer with respect to all Marketing Carrier 

Flight Coupons. Unfess otherwise agreed ln writing by th£- partie'e., sucb wa\-.ter snal\ be et1ec\lve 

thirty {30) days before the implementation date of the 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 Passengers ticketed for traver after the termination date. 

6.8 Prior to the first Codeshared Flight. the Marketing Carrier 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 numbers with A TPCO. 

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 

developod such materials. 

B. SECURITY 

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

a\\ aMp~s se,rved 'rJy t'ne Codash~red FHghts. 

!3.2 Each party shall notity the other of any new security procedure, requirement or obligatfon 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 apply the provisions of its own security programs to 

the carriage of al! passengers, baggage and cargo on board the Codeshared Flights, but shalll 

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

reasonably acceptable to the Marketing Carrier, with the understanding that safety and securJty 

are of the utmost importance to both carriers. Such provisions may incllJde any than applicable 

procedures used for the physical screening ot passengers, baggage or cargo, intsrviewJng o~f 1" 

~Jassanger.s, anctfm se(ect~ve tcaomg o1 baggago or 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. SAFETY AND 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 requirements throughout the duration of this 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 OF THE MARKETING CARRIER FOR THE OPERATING CARRIER'S OPERATIONS. 

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 

to the emergency procedures for Codashare Passengers set forth 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, neither the Marketing Carrier, nor the 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 

Carrier shall not honor any Marketing Carrier Flight Coupons for such industry non-revenue or 

discounted travel, except at the Operating Carrier's expense. 

11. TRADEMARKS AND CORPO~ATE IDENTIFICATION 

11.1 Each of LA.N and TAM acknowledges for all purposes that any and all logos, trademarks, service 

marks, and trade names owned 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 without the prior written consent of such party, except as sat forth harein. Each of LA-N and 

TAM further acknowledges that any goodwill or other rights that arise as a result ot the use by It 

of the other party's marks, as permitted under this 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 marks or trade names owned 

or licensed b}' a party become vested in the other par1y. the latter party shall hold such nght, title ~, 

and interest in trust for the benefit of the former party and shall, at the request o7 the form~~lo. 

party, promptly and unconditionally assign such right, title and interest to the 1ormer party withou t 

royalties or compensation of any kind. 

11.2 Each party agrees that all advertising and promotional mat€riais bearing the TAM Marks Ot' LAN 

Marks, respectively, in retatlon to air transportation services contemplated by this Agreement t\. 

shafl meet the quality and presentation standards as set forth by TAM or LAN, respectivf;lly. ~~~"-<;.; 

7 1{ ~ 
11.3 Neither party may use the logos, trademarks, service marks and trade names of the other party 

without the other party's prior written consent. Each party has sole discretion to determine the 

acceptability of both the quality and presentation of advertising and promotional materials using 

its marks. 

11.4 Each party is responsible for providing to its own authorized agents and airport locations tt1e 

agreed promot!onaf materiafs bearing the TAM Marks or LAN Marks, respectively. 

12. REPRESENTATIONS AND WARRANTIES 

12.1 Each of LAN and TAM hereby represents and warrants to the other as follows: 

(a} rt is a duly incorporated and validly existing corporatfon, fn good standing under the laws of its 

jurisdiction of incorporation; is an air carrier duly authorized to act as such by the government of 

its country of incorporation; and has the requisite corporate power and authority to enter into and 

perform its obligations under this Agreement The execution. delivery, and performance of 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 or other similai 

laws atfectjng creditors' rights generally, and the application of ganerar principles of equity and 

public poficy. 

{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 or violation of. any agreement or instrument to 

which it is a party or by which it is bound, except where such conflic1, contravention or breach 

would not have a material adverse effect on it or its operations, taken as a whole or on 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 any of 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. 

8 
13.2 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 

endeavor to ontain approval of the 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 of the aircraft 

used for the Codeshared Flights or noncompliance by the Operating Carrier with operational, 

trajning or safety rules and pr-ocedures where ~uch corrGspondence or notice alleges a failure or 

non-compliance o1 a type that would entiHe a party to suspend performance or take 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 anniversary thereof to be automatically renewed for successive periods of one 

(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! of the 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 of this Agreement (other than a breach ot a payment obligation under Section 6 of this 

Agreement or the failure to otherwise pay any sums due pursuant to this 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 receipt of 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 ot time not to exceed thirty {30) days to correct the breach, provided that thnr' 

breaching party t1as taken action reasonably contemplated to correct such breach iotlowin -:. 

recetpt of the rottce., or (b) may \erminatt'trns Agmemem w\\h immediate affect by turther written 

notice to the breaching party; 

(d) by the non-brectchin-g party upon the breach of a payment obligation under §ection 6 of this {\ f\~~ Agreement or the failure to otherwtse pay any s'Jms due to the noo-breach\n9 party / 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 

receipt oi s·wcn no\\cer correct suc'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 or composition of its debts: (iv) has issued against 

it any writ, sxecution, process or abstract of judgment 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 or special 

ltquidation proceedings; or (vi) ceases all or a substantial part of its operations (other than due to 

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 other than any of its AfW!ates, except where {x:) the shareholders 

ot such party (as measured on the day Immediately prior to the effective dat& of such merger or 

consolidation) continue to own over eighty percent {80%} of its voting stock immediately after the 

merger or consolidation and. {y) if the party hereto is not the surviving entity, the surviving entity 

assumes all of the obligations and responsil;ifities of the party under this Agreement; (ii) that 

such other party has sofd or otherwise transferred all or substantially all of its assets to any other 

person or entity other than any of Its Affiliates: or {iri) that such other party has had twenty 

percent (20%) or more oi its voting stock acqtJimd, directly or indirectly, by a third party (or third 

parties acting as a group) other than any of its Affrtiates in o11e or a series of transaction 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 

undertakes to promptly noUfy the other in wdting of an occurrence of any 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 or in the event that 

(i) 

{ii} 

(iii) 

the other party has suffered a significant emergency or serious incident or accident or 

received a sartous threat that relates to any of that 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 has failed 

to compfy with applicable safety or securlty 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 Civil Aviation Organization ("ICAO"). 

If a party suspends this Agreement pursuant to this Section 1 4.2(g), as soon as tho 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 

to the r~veri<Je S'E)rt\emen\ metnocltr\ogy pto·>J'1ded for in Sectkm 6 ot this 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 of such passengers to other carr[ers or making other 

alternative arrangements. 

INDEMNIFICATION 

Without prejudice to any other written agreement or arrangement of either party to indemnify the 

other party, tha party that is the Operating Carrier (or whose Authorized 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) any of the following: 

the deatt1 of or injury to or dalay of persons, or delay or loss of or damage to property (including 

aircraft, equipment, baggage, mail ot cargo) occurring while such persons or property are under 

the control or if'l the custody of, or being 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 purport to apply); 

the death of or injury to1 or loss or damage to .property ot, thtrd parties not carried on board the 

aircraft operated by the Operating Carrier but occurring in coMedian with such operations; 

negngen1 acts or omissions oi the Operating Carrier related to lts obligations under this 

Agreement, other than Damages to the extent addressed in Section 15.1 (a) or M 

the Operating Carrier's .breach of any of its representations or warranties set forth 1rr Section 1 ~-> of this Agreement; 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 marks or trade names. 

11 
PROVIDED 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 

negligence or wfllful misconduct. 

15.2 Sub!act to tf!.e lndernntt\es ?m'lkied \\'\ Sect\on 15.1(a·). ar",d 'N\thout prejudice to any other wr\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, or occurring in connection with) any of 

the following: 

(aJ the death of or infury to or delay of persons, or delay or loss of or damage to property (including 

aircraft, equlpment, baggage, marl or cargo) occurring while such persons or property 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 another written agremment or arrangement between the Parties 

(for ~xampfe a interline ticketing and baggage agreemen! or ground handling agreement). 

(b) the death of or rnjury to, or foss or damage to property of, third parties not carried on board tha 

aircraft oper.ated by the Operating Carrier but occurring in connection with such operation5, but 

only to the extent caused by the negligence or willful misconduct Of the Marketing Carrier; 

(c) negligent acts or omissions af the Marketing Carrier that are related to its obligations under this 

Agreement. other than Damages to the extent addressed 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 under the Warsaw Convention, as amended, or the Montreal Corwention of 

1999, as amended, on such documentation. 

(e) the Marketing Carrier's breach of its representations or warranties set forth in Section 12 of this 

Agreement; or 

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

logos, trademarks, service marks or trade names. 

(g) any penalties and fines levied for offences the commission or avoidance of which was within 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 of profits, business losses or consequential losses o1 any Operating 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.:_.v 
reasonable 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 by another carrier on its behalt. 

t5.4 The Marketing Carrier shall have the rtgnt, but not the du~ • to participate in the defense of any 

claim with attorne)'S ot its. 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 except tor 

the costs and expenses of the Marketing Carrier (oth~r than attorneys' tees incurred in 

participating in the defense of such claim) incurred prior to the 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 or advanced 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 of ths parties under this Section 15 shaH survive ttre Termination Date 

or expiration of this Agreement. 

16. INSURANCE 

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

tne term or this Agreement wltll insurance carriers of known financial responsibility, insurance of 

the type 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/or simiJar 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~ prj mary without right of contribution from any insurance carried by the 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.rgst c1.ause and a breach ot wa~mnty c1aust~ \n ~a\fm oi the 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 

subject to their policy coverage, 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 waiver of subrogation 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 net or gross lncome or franchise 

!axes (or taxes of a similar nature) on the revenues or income or any measure theroof which is 

attributable to lt in connection with the sale of air transportation pursuant to this 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 as follows: 

The Ticketing Carr~er shall collect, report ana remit to the taxation authoritie$ any noninterlineable Ticket Taxes levied in connection with sales of the Codeshared Flights. 

The Ticketing Carrier shall collec1 any interlineaole Ticket Taxes levied in connection with the 

sales of the Codeshared Flights. If the Ticketing Carrier is the Marketing Carrier or a third party, 

the Operating Carrier shall report and issue a debit invoice to the Ticketing Cartier through the 

lATA Clearing House tor any interlineabls Ticket Taxes levied in connection with the sales of the 

Codeshared Flights. The Operating Gamer shall remit to taxation autl1onties all such 

intertineable Ticket Taxes. 

The Operating Carrier may bill the Ticketing Carrier ior any imerlineable Ticket T'txes due or 

payable on or measured by passenger enplanement and payabl.& or remittable by the Operating 

Carrier or the Marketing Carrier in accordance with industry guidelines outlined in the lATA 

Revenue Accounting Manual (lATA-RAM). 

If the Ticketing Carrier js a third party, 1he Marketing Carrier shall use commercially reasonable 

efforts to cause such third par1y to implement the foregoing provisions. ~ ~ 

Notwithstaiiding the provisions oi Section 17.2, it the Ticketing Carrier is prohibited by law fro; / 

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-.aent of 

such laws which Ticket Taxes it is prohibited from collecting and render reasonable assistance q( ~~~J.] 

L__) 

14 
to 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), under this Agreement It is agreecl that payments to the Payee shall 

be exdusive of such withholding, providod however, that the Payer shall mform the Payee in 

writing with at least forty ilve (45) days' advance nOlice of its intent to wjthhold the Taxes and the 

legal bas1s tor such wfthholdlng. The Payer shall inform the Paye~: 

(a) Within fifteen (15) days of receipt by the Payer of any directives that may be given to the Payer 

by s~Jcn taxatior. authority; and 

{b) wrthin fifteen (15} days of payment by the 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, directly or Indirectly, the party so 

notified shall iniorm the other party in writing within ten (1 0) days o1 receipt of such notice. Ji the 

party receivfng such notice from a taxation authority is or will be required to pay any Assessment 

fo; which the other party is ultimately responsibla, it shall be entitled to be lndemnified against 

such Assessment in accordance with Section 0. The Indemnifying Party shall have the option to 

defend or contest such Assessment in accordance with the procedures set forth in Section 15. 

i 8. FORCE MAJEURE 

Except with raspecr to the performance of payment, confidentiality, and proven indemrtity obligations, 

which shall be unconditional under this Agreement, neither party shall t1e liable for del<.lys in or failure 

to pertorm under this Agreement to the extent that such delay or failure {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 

party shall have the right, at its option, to terminate this Agreement by giving the delayed party at least 

thirty (30) days' pr1or written notice. 

19. GOVERNING LAW AND DlSPUTE RESOLUTION 

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 of the 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 ). 

IS 
19.2 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 shall talf to appoint the 

third arbitrator within sixty (60) days after the 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 having JUrisdiction 

thereof. The arbitrators shall apply the 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 copies to be kept 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 

unreasonably withheld or d@layed. 

21. CONFIDENTIAUTY 

21.1 Except as necessary to obtain any Government Approvals or as 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 as a result of this Agreement. If a party (the KDisclosing Part1') is requested 

to disclose any Confidential Information ot the other party (the uAffected Party") under the 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 required to prevent the Disclosing 

Party from 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 treatment shall 

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 Information in a manner consistent with lh1s Sect1on 21.1. 

16 
Within nfnety (90) days aftE!r the termination of this Agreement, each party shaJJ, either deliver to 

the other party or destroy all copies of the other party'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 or othE!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 (wlthout the posting of 

any bond and without proof ot actual damages) to prevent breaches or threatened breaches of 

this Section 21 and/or to compel specific performance oi this Sectioh 2i. 

21.3 The confidentiality obligations of tha parties under this Section 21 shall survive the termination or 

expira1ion or tt,-1::1 Agreement tor a period of five {5) years. 

22. ASSIGNMENT 

Neither party may assign or otherwise convey any of Its rights under this Agreemen.t, or dtalegate <:Jf 

subcontract any of its duties hereundet, without the prior written consent of the other party. 

23. SEVERABILITY 

If any prov\s.ioo of th~. Agreerru:;n' is cr oocomes \\\egal. '1nvalid or unentcrceable unoer the 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, any such 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 of the parties. If, however, such 

negotiations are no! successfully concluded within ninety {90) days from the date a party has into1111ed 

the other that the commarclar basls has bean affected, .a~ther part-§ may termma\e this Agreemen' by 

giving at least thirty (30) days• prior written notice to the other party. 

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 

of this Agreement 

25. 

25.1 

MISCELLANEOUS ~ 

This Agreement contains the entire agreement between the parties relating to its subject matter, \ 

and supersedes any prior understandings or agreements between the parties regarding the 

same 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 of the 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 or as 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 any Codeshared Flight, including any employees, 

agent or contractors of the 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 ot either party, which change Js not substantially the result of an act or omission of the 

party requesting a change or amendment to thrs Agreement, and which change has a matenal 

adverse effect on either party to this 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 or city-pair destinations or otherwise to modify in any way the 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 any third 

patties, Jncluding the creditors of either party. 

25.5 This Agreement 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 of which taken together shall 

constitute one and the 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 not exclusive of any rights, 

remedies, powers and privileges provided by law. The failure of any party to insist upon a strict 

performance of any ot the terms or provisions of this Agreement, or to exercise any option, right 

or remedy herein contained. shall not be construed as a waiver or as a relinquishment fm the 

future of such term, provision, option, right or remedy, but the same shaH continue and remain in 

full force and effect. No waiver by any party of any term or provision of this Agreement shall be 

deemed to have been made unless expressed in writing and signed by such party 

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 or the 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 to the other 

party in the manner set forth above. · · 

If to 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 other entities, exce.Qt as to the specific route(s) idMtified in Annex B which the parties may only 

joint!}' promote and operate as cooperative services ~n accordance wfth this Agreement. 

19 

. ~ .. ' ~ '- . -
IN WiTNESS WHEREOF, the duly authorized representatives of the parties have executed this 

Agreement as of the date first indicated above. 

J.:, 

Attachments.: 

Annex A- Definitions 

Ann~x B- Codeshared Routes 

Annex C - Financial Settlement 

Annex D- Governmental Approvals 

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 "under common 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 party ior the purpose of ensuring that sud1 party complies witn any 

obligations affecting or relevant to this Agreement, whether through such ownershrp of securities, by 

contract or otherwise. 

"Airline Guides~ means th.e prlr.te-d and electmrnc data '4efs\o~-..s vi the "Ofticia\ A\t\ine Guide'' ana 

the ''ABC World Airlines Guide.'' and their respective successors. 

"Applicable Law" means all applicable laws of any jurtsd~ctton including secut"ities laws. tax laws. tariff 

and trade laws, ordinances, judgments, decrees, injunctions, writs, and orders or like actions of any 

Competent Authority and the rules, regulations, orders or Hke actions of any Comperent Authority and 

the interpretations, licenses. and permits of any Competent Authority. 

uBusiness Day" means any day other than a -Sat•Jfcla'J, Sood.a'j or ot\"V31 day m which banKing 

institutions in New York, New YorK (USA), or Santiago (ChJie), or Sao Paulo (Brazil) are required by 

taw, regulation or executive order to be closed. 

"Code'' means the two (2) character identifier assigned to a carrier by lATA for the purpose oi, arnong 

other things, exchanging fnterline carrier messages in accordance with AIRIMPS procedures. 

"Codeshare Commission'' has the 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 Section 2, t. 

"Codeshared Passenger~ means e. passenger traveling 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 public or statutory person {whether autonomous 

or not} having jurisdiction over this Agreement or either party. 

"Conditions of Carriage" means those conditions of contract tariffs and rules of carnage of a party 

that govern the transport of passengers traveling on tickets showing such party's Code in th9 carrier 

code box of the 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) 

and computer procedures and access codes; and (b) the terms and conditlOiiS of this 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 or becomes generally available to the public, other than as a result of disclosure by 

a party in violatron of this Agreement; or (iv) intcrmation that has been or is Independently acquired or 

developed by a patiy, or its Affiliate, without vrofating any of its obligations 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 air waybills. 

"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 any jurisdjctfon (whether arising in tort, contract under the 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 and fees tor expert witnesses1 consultants 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) for the operation of the Codeshared Flights. 

"lATA'' means the lnternationa' Air Transport Association. 

"lATA Clearjng House~ means the cJaaring house established by lATA to administer and implement 

revenue settlement by reference to the 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 Services Conference Resolutions 780b and 7BOCI. 

"Marketing Carrier" means the party whose Coders shown in the carrier code box of a flight coupon 

and CAS disp,ay ior a Codeshared Flight but which is not the Operating Carrier. 

"Marketing Carrier Flight Coupor;" means a: flight coupon (electronic or paper} of a trcket issued by 

the Marketing Carrier, Operating Carrier or .a thJrd party for travel on a Cadeshared fl.\ght show\r.g the 

MarKeting Carrier's Code (i) in the carrier c.ode box in the case of a paper trcket, and {ii) in the 

transporting carrier f1eld in the case o( an eJectronlc ticket ~\: 

''Marketing C81rrier Tickef' means a ticket issued by the Marketing Carrier, Operating Carrlet or a:::l ~ ij 

third party that contains at least ons Marketing Camer Flight Coupon. 

"Marketing FUQht(s)" means a Codeshared Flight when displayed, sold, or referred to as a flight of ... 

the MarketJng Camer rather than a fUgnt of the Operattl'lg Carrier, such as when us1ng the Marketi.\1.~- . •·· :.;· 

Carrier's name, Designator Code and/or flight 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 and seat availabifity of that airline and other carriers, and 

provjdes Um ability to make reservations and issue tickets or aix waybms. 

"Special Prorate Agreement" means the agreement, trom time to time, between the parties relating 

tD the proratJor. ot jnterJine revenue. 

"Ticketing Carrier" means a carrier whose traffic documents are used to issue a ticket 

"$"or "USS" or "Dollars" means lawful currency of the Unfted States of America. 

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) - Santiago de Chile {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 de Janelro (RIO)- Salvador (SSA) 

Flio de Janeiro (RIO} - Recife (REC) 

Rio de Janeiro (RIO) - Fortaleza (FOR) 

Rio de Janeiro (RIO) - lguassu (IGU) 

Rio de Janeiro (RIO) - Porto Alegre (POA} 

Rio de Janeiro (RIO} - Curitiba (CWB) 

Domestic Routes 

Sar.tlagc ~e Ch\le \SCL) - Anto1agas.ta {AN'r) 

Santiago de Chile {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 de Chile {SCL)- lquiqu~ (IQQ} 

Santiago de Chile (SCL) - La Serena (LSC) 

Santiago de Chile (SCL)- Osorno {ZOS) 

Santiago de Chile (SCL)- Puerto Montt (PMC) 

Santiago de Ct1ile {SCL) - Punta Arenas (PUQ) 

Santiago de Chile {SCL)- Temuco (ZCO) 

Santiago de Chfle {SCL}- Valdivitl (ZAL) 

B1 

Operating Carrier 

JJ 

LA 

Operating Carrier 

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 

LA 
ANNEX 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 of this Agreement, is detailed 

berow. 

The Ticketing Carrier will mceive the Interline Service Charge, which will t)e in addition to the 

Codeshare Commission payable to the Marr-eting Carrier. 

{a) 

(b) 

at any time by mutual written 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 

after such 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 1 o 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 under the 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 of this 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 B attached 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 of this 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 of the date first indicated above. 

TAM Lin has Aereas S.A. 

By: 

Namee~:~----------------~ 

Title: 

Date: ----------------------

LAN AIRLINES S.A. 

By: .. ·.···-· ·,. "~-- . 

Name: . , :..;;; .. -~.>:·..,. · .. :-""" J • • 

Title: 

Date:-----------

Attachments: 

Annex B- Codeshared Routes 

1736 

TAM Lin has Aereas StA. 

Marcelo Varella 

Diretor de Aliaf¥1s e Regulat6rio 

LAN AIRLINSSS._A. 

---~·-·· t::r= . ··-. 

By: ·. 

Name: '{!"... i~'·.:...:''...c:' Title: '·- · 

Date: ------

Page 2 of 4 
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/or JJ. 

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: --------------

i AM Lin has Aereas S/A. 

Marcelo Varella 

DlretOf de Aliaf"I9Cis e Regulat6rio 

LAN AIRL(~E$-S':A. 

By: ~-'-----~·_· ... _."_-::--_· -

Name: , , ./ •• I. ;' .t o·t. .. ''·.\ 

Title: .r -~~ ---- ______ ..... 

Date: __________ _ 
2765 

2"d AMENDMENT TO CODESHARE AGREEMENT 

Between 

TAM Lin has Aereas S.A. 

and 

Lan Airlines S.A. 

and 

Transporte Aereo 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 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; (b) Lan Airlines S.A. (hereinafter "LAN"), a company incorporated 

under the laws of Chile, 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 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 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 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 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 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. 

Page 1 of 5 
2765 

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. 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 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 of this Amendment. 

8. Counterparts: This Amendment is executed in counterparts each of whom will 

constitute one and the same document. 

THE REST OF THIS PAGE HAS BEEN INTENTIONALLY LEFT IN BLANK 

Page 2 of 5 -. · ... 
2765 

IN WITNESS WHEREOF, the duly authorized representatives of the parties have 

executed this Agreement as of the 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: --------------------~ 

TRANS PORTE 

~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 of 5 
2765 

ANNEX B: CODESHARED ROUTES 

The parties will commence codesharing on each of the following Codeshared Routes as of 

may 12, 2009, subject to the parties receiving all Governmental Approvals with respect to 

each respective Codeshared Route, if necessary, 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 (other than Santiago) and Sao Paulo 

2) Flights between Cities in Brazil (other than Sao Paulo) and Santiago 

3) Flights between Cities in Brazil (other than Rio de Janeiro) and Santiago. 

4) Flights between Cities in Chile (other than Santiago) and Cities in Brazil (other than 

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 other cities in Brazil are operated by JJ. 

3) Routes between Santiago and Sao Paulo are operated by LA and/or JJ. 

4) Routes between Santiago and Rio de Janeiro are operated by LAN or Lan 

Express_ 

TAM Linhas Aereas 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'd AMENDMENT 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 of the State of Sao 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 all 
previous 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 of the remainder of this 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 \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 of this 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 Lin has 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( • .• ··-·---~---· 

I I 

I 
ANNEX 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) 

New York (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 or from SAO/RIO and/or Cities beyond Brazil are operated by TAM. 

3) Routes between the Main Cities are operated by LAN Airlines and/or LAN Express and/or TAM 

TAM Unhas Aereas-S.A . TAM Linhas Aereas S.A. . ·. , I ) 

i 

By: _____ /_c_L __ /_:~v_<_,~,.~· __ ·_\~-- Name: 

Title: 

LAN AIRLIN~SI 

~~~07 .I ·". . , " ,. - - -- .. 

(jf:f~ By: ~~ Name: 

Title: 

. LANAIR~ 

By: L ;; Npme~:\~--------------~---

~itle:_-\ 

I 

TRANSPORTE AEREO S.A. TRANSPORTE AEREO S.A. 

s(~. '\(··. , '·· ··-, j(/ -~--- .... , By: _____ __;_ ___ _ 

~ame: 1 , I Name: ·, .. /' 

Title: Title: