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IATA STANDARD GROUND HANDLING AGREEMENT

STANDARD GROUND HANDLING AGREEMENT - SIMPLIFIED PROCEDURE

Annex B 1.0 – Location(s), Agreed Services and Charges

to the Standard Ground Handling Agreement (SGHA) of January 2013

between: AEROLINEAS ARGENTINAS S.A. / AUSTRAL LINEAS AEREAS-CIELOS DEL SUR S.A.

having its principal office at: Avda. Rafael Obligado S/N - Aeroparque Jorge Newbery - Edificio Corporativo T4 - 6º floor, (C1425DAA) – Ciudad Autónoma de Buenos Aires – Argentina.

and hereinafter referred to as “the Carrier”

and:

having its principal office at :

and hereinafter referred to as “the Handling Company”

The Carrier and/or the Handling Company may hereinafter be referred to as “the Party(ies)”

effective from: , 2018

This Annex B1.0 for the location(s): CHILE (SCL)

is valid from: , 2018

and replaces: NIL

Preamble:

This Annex B, shall include a Service Level Agreement (“SLA”) detailing safety & security services, quality standards and monitoring indicators both in writing, signed and agreed by both parties (“Agreement”), is prepared in accordance with the simplified procedure whereby the Parties agree that the terms of the Main Agreement and Annex A of the SGHA of January 2013 as published by the International Air Transport Association shall apply to this Annex B as if such terms were repeated here in full. By signing this Annex B, the Parties confirm that they are familiar with the aforementioned Main Agreement and Annex A.

Aerolíneas Argentinas S.A 1

Paragraph 1 Security Services and Charges

1.1 For a single security handling consisting of the arrival and the subsequent departure at agreed timings of the same aircraft, the Handling Company shall provide the following services of Annex A at the following rates.

1.2 For the services listed in Paragraph 1.1 of this agreement shall be provided at the following rates to be charged as follows, plus all applicable taxes and airport fee.

Section(s) Security Services - Price: USD ___ - per Flight (Aircraft: B737-700/800)

Section(s) Security Services - Price: USD ___ - per Flight (Aircraft: E190)

SECTION 7. SECURITY

7.1 Passenger and Baggage Screening and Reconciliation7.1.2 (a) Provide

4. physical examination of checked, transfer and mishandled baggage. 7.1.4(a) Provide

2. reconciliation of boarded passengers with their baggage. 4. offloading of baggage for passengers who fail to board the aircraft.

7.3 Catering (Eventual service only after the aircraft overnight or operational reasons)7.3.1 (b) Arrange for

4. sealing of food and/or bar trolleys/containers. (*)(*) a) Shall verify that the tamper-evident seals have been properly applied to the food and/or bar trolleys/containers to ensure that such items are free from any signs of tampering.b) Shall verify that all tamper-evident seals, match the accompanying documentation or record sheet, (e.g. serial number or any other applicable reference information), to ensure that such records match from the catering plant to aircraft.7.4 Ramp 7.4.1 (a) Provide (b) Arrange for control of access to

1. aircraft. 2. designated areas.

7.4.2(a) Provide

2. guarding of (b) designated areas (c) baggage in the baggage make-up area.

7.4.3(a) Provide


security personnel1. to safeguard all Loads during the transport between aircraft and designated locations. 2. during offloading and loading of aircraft.

7.5 Additional Security Services 7.5.1 (a) Provide for additional security services(**) 7.4.2 (2) guarding of aircraft: Eventual service only after the aircraft overnight or operational reasons.

Paragraph 2. Additional Services and Charges

(*) Rates &Prices have to be expressed in CLP (Pesos Chilenos)

Other services

Service U. Measure

Annual Quantity

(Estimated)Price

Additional Hour Day Hour 780Additional Hour Night Hour 360Cargo Escort Day Hour 420Cargo Escort Night Hour 5Surveillance Aircraft (overnight / cancellation) (**) Flight 5

Inadmissible Person / Deportees Day Hour 78

Inadmissible Person / Deportees Night Hour 36

Escort Service (*) Service 0(*) Escort service: as accompaniment to the pax which by order of the local authority was not administered in the country and must return to their country of origin or where directed by the same authority. Note: Upon request, only if the authority requests it.

2.1 No extra charges shall be made for providing services at night, weekends or holidays.

2.2 Staff available 365 or 366/24/7 if required.

2.3 In the event the Handling Company is given less than three (3) hours notice of the cancellation of Schedule flight, fifty (50%) of the applicable per flight security rate will be applied. In case notice is given within 1 hour 100% of the applicable per flight security rate will be applied. No charge will apply if over three (3) hours’ notice is given.

2.4 Overtime delays of Schedule flight


No extra charges for delays of a departure / arrival of the STD or ETD during the first 30 minutes. After said period of time, the rate for extra hour or fraction agreed in this agreement will be applied, as appropriate.

2.5 Delay AccountabilityIn case of a departure delay of more than 15 minutes from STD or ETD, caused by a service failure of the security guard the carrier shall bellowed a discount of 5% of the total security rate of the flight.

2.6 Any fines, penalties or any other charges (“Fine(s)”) imposed on Carrier as a result of the Handling Company’s failure to perform the Services or breach of its obligations under this Agreement shall be borne by the Handling Company. Carrier may, at its option, (a) set-off such Fines against any payments due to the Handling Company under this Agreement or (b) demand reimbursement thereof from the Handling Company within 30 (thirty) days from payment of the Fine.

Paragraph 3. Standard of Work

I. The Carrier, through its Prevention, Protection and Security Department, shall carry out a process of control and approval of the Handling Company Security’s documentation.

II. OPERATIONAL REQUIREMENTS

a. Schedule :

Annual Quantity (Estimated): 2.036 FLIGHTS

b. Staff per flight :

1 (one) security agent, 1 hours PER FLIGHT 2 (two) security agent, 3 hours PER FLIGHT

Additional Service:


1 (one) security agent, 1 hours PER FLIGHT (Cargo escort: a requirement)

1 (one) security guard, 15 hours PER FLIGHT (Guarding of aircraft: Eventual service only after the aircraft overnight or operational reasons)

c. Aircraft Access Control :

The aircraft access control shall prevent unauthorized access to the aircraft and ensure that only authorized personnel who prominently display an identification badge or proper airport ID have access to the aircraft.

d. Checked Baggage Screening Records :

A description of all checked baggage screened shall be recorded and retained for a period of 12 months.

e. In-Flight, Catering and Other Supplies :(Eventual service only after the aircraft overnight or operational reasons)

A description of all the cabin service carts or trolleys shall be recorded and retained.

f. Inadmissible Persons and Deportees :

The Handling Company shall provide upon request of the operator, authorized escort personnel to accompany during their stay at the airport an inadmissible person or deportee under removal order, which has been refused entry to the state of Chile at the Comodoro Arturo Merino Benítez International Airport or formally ordered by the competent authorities to leave that State.

The operator can request authorized escort service from the Handling Company anywhere from 30 minutes to 1 hour in advance prior to the flight ETD.

The escort service shall be provided with one (1) or two (2) agents duly trained in these type of escorting procedures and regulations. The escorts should be properly trained in the safe use of restraint devices, subject to government regulation and the operator’s policy, have access to such appropriate devices when accompanying a deportee.

III. GROUND DAMAGE REPORTING

In the event of damage to the aircraft during ground operation, the Handling company is obligated to immediately notify station manager and send the carrier a written report within four (24) hours of incident.

IV. DANGEROUS GOODS

The Handling Company must report to local authorities and the Carrier any accident or incident related to Dangerous Goods.

V. STAFF APPEARANCE

Security guards uniforms has to be worn and maintained to a high standard by all passengers facing staff security the Carrier product.


In case a uniform of the Carrier shall be worn as per Carrier’s Company uniform regulations. The Handling Company shall to provide uniformed guards and all equipment required, incluiding: radios, handled metal detectors, safety reflecting jackets at his own cost.

Paragraph 4. Training and Qualifications Requirements

4.1 The Handling Company shall be responsible to ensure that its own personnel received the required training prior to being assigned to perform operational duties for the Carrier.

4.2 The Handling Company must maintain training records for all relevant staff and must provide all relevant staff with recurrent training in accordance with mandatory governing rules, regulations and procedures.

A copy of the updated records of the staff that perform services to the Carrier must be kept in the office of the Station Manager of the Carrier.

4.3 Security guards shall be trained in Local Authority and Carrier’s security procedures, hazardous materials and customer service techniques at his own cost.

Paragraph 5. Assignment - Subcontracting of Service

5.1 In case The Handling Company subcontracts services, the Handling Company shall be responsible to the Carrier for the proper rendering of such services as if they had been performed by the Handling Company itself, and will be the only valid interlocutor with the Carrier by the services contracted on this Agreement.

5.2 The Handling Company shall not assign or transfer any rights or obligations arising from this Agreement, unless express written authorization of the Carrier. The authorization to subcontract shall not exonerate the Handling Company of any of the obligations under this Agreement, and it shall be responsible towards the Carrier to perform all work through its subcontractors, under the same terms and conditions established herein.

Paragraph 6. Key Performance Indicators – KPIs

6.1 Together with the signed contract of services, the Carrier and the Handling Company shall agree to sign a second document under the name of “Service Level Agreement-SLA” in which there shall be key performance indicators (KPI’s) agreed by both Parties.

Paragraph 7. Regulatory Compliance of Aviation Security (AVSEC)

The Handling Company shall perform in accordance with the Aviation Security (AVSEC) Clauses detailed below:

Regulations for Security ServicesThe Handling Company shall render Services pursuant to the local and international legislation, the provisions of this Framework Agreement, and the Carrier’s rules and policies, which shall be provided to the Handling Company upon request.


National Aviation Security Program (NASP)The Handling Company, under its sole and exclusive responsibility, shall comply with and enforce the National Aviation Security Program (NASP) regulated by the corresponding local Civil Aviation Security Authority or National Airport Security where the service is provided, and each of the (AVSEC) rules applied thereon.

If the Local Civil Aviation Security Authority requires the Handling Company a Security Program of its own, it shall be accepted or approved by the Authority.

National Aviation Security Training Program (NASTP)The Handling Company is directly responsible for all matters pertaining to personnel policy including training for AVSEC Services, and shall meet the standards required by the State where Services are provided and those specified by the Carrier.Under no given circumstances shall the Handling Company or any of its employees perform any Services before ensuring that employees have been properly trained.

If the Local (AVSEC) Airport Authority requires from the Handling Company to have its own Security Training Program, it shall be accepted or approved by the Authority.

The Handling Company shall comply with the training requirements regulated by the Local (AVSEC) Airport Authority under the National Aviation Security Program (NASP) and the National Aviation Security Training Program (NASTP).

If no (NASP/NASTP) or minimum AVSEC training standard exists, the Handling Company shall ensure compliance with the training requirements specified in the Aviation Security Training Standards Quick Reference as per AR policy requirements, issued by the Head of Security Management Office of The Carrier.

Preemployment Background ChecksThe Handling Company shall ensure that all personnel selected to conduct operational security functions are subjected to preemployment and recurring background checks in accordance with requirements of applicable aviation security authorities.

The requirement for a background check shall be applicable to personnel who:

(i) Engage in the implementation of security controls;(ii) Have unescorted access to the security restricted area of an airport;(iii) Have unescorted access to screened passengers, baggage and cargo, as well as to catering supplies and searched aircraft.

The Handling Company, under its sole and exclusive responsibility, shall maintain background records (Criminal record and previous employment history) of all employees who carry out operational security functions on behalf for the Carrier.

Airport ID BadgesThe Handling Company shall ensure its employees and vehicles are previously authorized before performing any operational security function and are in possession of a valid airport ID badge issued by the airport authority or a designated government agency, prior to having a contract or agreement formally documented. If there is any cost or fee for the issuance of the airport ID badge, such costs and expenses will be the sole responsibility of the contracted external service provider.


In the event of employment termination, the Handling Company shall be responsible for notifying the airport ID Badging Office and returning Airport ID Badge to the corresponding airport authority or a designated government agency. It is the sole responsibility of the contracted external service provider to renew and properly process the applications of their employees prior to the airport ID badge expiration date, as well as any training required upon renewal.

Paragraph 8. Safety Management System (SMS)

8.1 The Carrier shall provide the Handling Company with the methodology and the communications channels in order to submit the Voluntary Safety Reports required by the Corporate Group.In the event that the Handling Company has implemented a Safety Management System (SMS), the Carrier shall validate it by verifying if it was accepted or approved by the applicable State Safety Program (SSP) or if the Handling Company is IOSA or ISAGO certified or if the implementation of the Safety Management System (SMS) was satisfactorily demonstrated during an audit performed by another operator that is IOSA certified. In case that none of these options is satisfied, the Carrier may conduct an audit in order to validate the Safety Management System (SMS) of the Handling Company. Additionally, the Carrier may monitor the performance of the Safety Management System of the Handling Company. In case the Handling Company has not implemented a Safety Management System (SMS), it shall ensure that its personnel know the Voluntary Reporting System of the Corporate Group and shall notify the Carrier of any event that implies or might imply a risk to persons, the operation, the property or the environment. The Carrier may conduct audits or periodic surveys or request information to the Handling Company in order to assess the Handling Company's personnel training on Operational Safety.

Paragraph 9. Emergency Assistance

9.1 It is the responsibility of the Handling Company to participate in local emergency response plan(s) in order to provide support to the Carrier in the event of an emergency including but not limited to, forced landings, accidents or acts of violence.Carrier shall contact the Handling Company to establish the carrier's needs in an emergency and provide the Handling Company its current emergency procedures. Until the Carrier gives instructions, in part or whole, the Handling Company shall follow its own emergency response plan(s). In case of an emergency, the Handling Company shall without delay activate its local emergency plan(s) which includes the immediate notification to the Carrier and establish open-line communications with the Carrier. The Handling Company shall take all reasonable measures to assist passengers, crew and family members and to safeguard and protect baggage, cargo and mail carried in the aircraft from loss or damage in co-operation with the relevant local authorities. All documentation and information pertaining to the emergency is the property of the Carrier and shall be held confidential by the Handling Company, unless such documentation and information is specifically required by applicable law or by governmental or local authorities’ regulations. If the Handling Company is required to provide the authorities with documentation and information in connection with the Emergency, it shall notify the Carrier about it before taking any action. The Carrier shall reimburse the Handling Company for expenses and disbursements incurred in rendering such assistance.

Paragraph 10. Disbursements


10.1 Any disbursements made by the Handling Company on behalf of the Carrier shall be reimbursed by the Carrier at cost, provided that it had been previously authorized by the Carrier.

Paragraph 11. Liability and Indemnity

11.1 Notwithstanding anything to the contrary set forth in Article 8 of the Main Agreement, but without prejudice to the specific monetary limitations set forth in Sub-Articles 8.5 and 8.6 of the Main Agreement and/or applicable law:

(a) “the Carrier” or “the Handling Company” shall only include each of their employees, officers and directors;

(b) the Handling Company shall indemnify, defend and hold the Carrier harmless from and against any and all claims (including third party claims) howsoever arising out of or in connection with any act or omission of the Handling Company or any breach of its obligations under this Agreement;

(c) likewise, the Carrier shall indemnify, defend and hold the Handling Company harmless from and against any and all claims (including third party claims) howsoever arising out of or in connection with any act or omission of the Carrier or any breach of its obligations under this Agreement;

(d) except in the case of gross negligence or willful misconduct of the indemnifying party, each of the above indemnities shall be limited only to direct damages and losses (and reasonable attorney’s fees) and, therefore, shall not include remote, indirect, consequential, special, exemplary or punitive damages; and

(e) the indemnified Party shall give prompt notice of any claim received by it to the indemnifying Party, and shall cooperate with the indemnifying Party as may be reasonably necessary or convenient for a better defense.

(f) In case of change of The Handling Company, the previous Handling Company must provide the service until the new Handling Company will be able to start the services.

Paragraph 12. Limit of Liability

11.1 The limit of liability referred to in Sub-Article 8.5(a) of the Main Agreement shall be as follows:

Aircraft Type Limit (per incident)B737-700/800 USD 1,500,000

E190 USD 1,500,000

Paragraph 13. Payment

13.1 Notwithstanding Sub-Article 7.2 of the Main Agreement, payment of account shall be effected within forty five (45) days of the date of receipt of the invoice if it is not rejected or challenged by the Carrier within ten (10) days counted from the reception. The account shall be invoiced on a weekly basis and settled between the respective parties directly without using the services of the third party.


Invoices will be paid by bank transfer to the account that the Handling Company informs.

WIRE:

ACCOUNT:

BANK:

SWIFT CODE:

Email:

13.2 The Handling Company shall have the right to adjust the security charges herein in according to the index yearly agreed by the Chile Government from the date the new salaries become effective.

Paragraph 14. Duration, Modification and Termination

14.1 Notwithstanding Sub-Article 11.4, 11.5 and 11.11 of the Main Agreement, the duration of the Agreement shall be 1st August, 2018 to 31th July, 2021.

14.2 Notwithstanding Sub-Paragraph 9.1 of this Annex B, this Agreement may be terminated by either Party for no reason by giving 60 (sixty) days prior written notice to the other party.

14.3 Notwithstanding Sub-Paragraph 9.1 of this Annex B, this Agreement may be terminated by the Carrier in case of canceling its operations at the location (s): CUN.

14.4 Without limiting the generality of the forgoing, either Party shall have the right to immediately terminate this Agreement for a material breach of the other Party unless such breach is (i) capable of and (ii) is corrected within ten (10) business days of written notification of such breach by the non-breaching Party.

Paragraph 15. Notification

15.1 Any notice or communication to be given hereunder shall be addressed to the respective Parties as follows:

To Carrier: Aerolíneas Argentinas S.A

Street Av. Rafael Obligado S/N, Terminal 4, 3° Piso, Aeroparque Jorge Newbery,

City, Country Ciudad Autónoma de Buenos Aires (C1425DAA)

Telephone +54 3723-9664FaxE-mail [email protected] [email protected]

To Handling Company:Street


GALAVERNA, DEVORA KARINA, 06/05/18,

PARA REVISIÓN DE COMPRAS

City, Country

Telephone

FaxE-mailAttn

Paragraph 16. Penalties and Fines

The Parties agree to establish penalties when the Handling Company does not meet in time and form with the functions set out in paragraphs 1 and 2 of this contract or any of the pertinent instructions, emanated from the Carrier, but that do not lead to the termination of the contract, the Handling Company will be subject to the following penalties, which will be estimated according to the indicated percentages of the amount invoiced during the month prior to the month of verification of the violation:

a) First time 5%b) Second time 8%c) Third time 10%d) Fourth time 15%e) Fifth time and successive 20%

These amounts will be deducted from the monthly billing of the Handling Company with the sole verification of the controls stated by the Carrier in their Handling Program.

Paragraph 17. Confidentiality and Data Protection

The Main Agreements, Annex A, Annex B, its terms and conditions and all information received from the Carrier related to this Agreement or its performance is confidential. The Parties hereto and their employees, officers, directors, agents and consultants shall not otherwise disclose such information to any third party, except as required by law or upon written agreement of the Parties. Breach of this provision shall permit the non-breaching Party to terminate this Agreement with immediate effect. The Parties hereto shall comply with applicable data privacy laws.

The Parties commit and ensure that any personal data acquired pursuant to this Agreement, shall be collected, processed, used, and transferred in a confidential and secure manner and in accordance with any and all applicable data protection and privacy laws and regulations. With respect to the foregoing, each Party shall ensure that its employees, representatives, agents, subcontractors, and others for whom they are responsible in law, act accordingly.

Paragraph 18. Relationship of Parties

The Parties intend that an independent contractor relationship shall be created and nothing herein shall be construed as creating any agency, partnership or other form of joint enterprise between the Parties.

Paragraph 19. Collaboration


The Handling Company shall designate one person at the location(s): Comodoro Arturo Merino Benítez International Airport, Chile - for which this Annex B is valid, who shall serve as the Carrier’s contact for all matters relating to this Agreement.

The Handling Company’s contact person shall meet the Carrier’s representative on a regular basis. The meeting shall be used in particular to exchange information and talk about the services provided by the Handling Company, and to agree on any actions required to effect the same.

Paragraph 20. Governing Law

This Annex B shall be governed by and interpreted in accordance with the laws of Republic of Argentina.

Any disputes arising out of this Agreement shall be submitted to the exclusive jurisdiction of the Courts of Buenos Aires City in Republic of Argentina.

Signed the …..day of …………2018 Signed the …..day of …………2018

Aerolíneas Argentinas S.A. /

Austral Líneas Aéreas-Cielos del Sur S.A.

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

Signed the …..day of …………2018

Aerolíneas Argentinas S.A.

Austral Líneas Aéreas-Cielos del Sur S.A.

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