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Full title: Motion to Approve the Stipulation Among the Debtors, PLM and Aimia filed by Michael Torkin on behalf of PLM Premier, S.A.P.I. de C.V.. (Torkin, Michael)

Document posted on Apr 21, 2021 in the bankruptcy, 647 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

Prior to the commencement of negotiations of a New FFP Agreement, Aeromexico and the Company shall agree initially between themselves regarding the commercial and financial terms and conditions relating to the Program to be included in such New FFP Agreement, negotiate jointly with such other alliance or airline with respect to such terms relating to the Program and enter into appropriate documentation among the parties that reflect the final agreed-upon terms.Aeromexico and the Company agree that such payments shall be made on the same basis (i.e. pass-through of amounts received from other airlines vs. advance payments by Aeromexico in respect of such amounts) as payments by the Company to Aeromexico for the purchase of award tickets for travel on such AM Air Partners (d) the process of issuance of award tickets for travel on AM Air Partners, (e) In the event that the Secured Obligations have not been paid, satisfied and discharged in full pursuant to the provisions contained in paragraphs (d) and (e) above, FEN shall immediately instruct the Trustee in writing (with a copy to each Trustor) to proceed with (i) the extrajudicial sale of the Transferred Shares, and/or (ii) the distribution of any and all Capital Distributions, funds and other amounts deposited in the Trust Account, in accordance with the following procedure; provided, that, to the extent in possession of the Trustors, the Trustors shall have a period of 2 (two) Business Days following the date on which they receive a copy of such instruction to physically deliver and/or make available to the Trustee or the Person designated by the FEN for such purpose, the real and physical possession of any assets in their possession that form part of the Trust Estate, including, without limitation, originals of all negotiable instruments, agreements and other documents related to such Trust Assets on such date: 1. Each Trustor further irrevocably agrees to do or cause to be done all such other acts as may be necessary or convenient to expedite such sale or sales and distributions of all or any portion of the Trust Estate as contemplated herein, and to execute and deliver such documents and take such other action as the Trustee (pursuant to the written instructions of FEN) and/or FEN deem necessary or advisable in order that any such sale and distribution is carried out in accordance with applicable law.If any Party, after the amending of the relevant Schedule or its Marks guidelines, requests that conforming modifications be made by the other Parties to material previously produced by or for such Party before the date described in clause (y), and making such modifications would result in additional out-of-pocket cost to the other Party, the affected Party shall notify the other Parties in writing of such anticipated costs and shall not be required to implement the modifications unless such Party agrees to reimburse the affected Party for such costs.

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SIMPSON THACHER & BARTLETT LLP 425 Lexington Avenue New York, New York 10017 Telephone: (212) 455-2000 Facsimile: (212) 455-2502 Michael H. Torkin Bryce L. Friedman David R. Zylberberg Counsel to PLM Premier, S.A.P.I. de C.V. UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ) In re: ) Chapter 11 ) GRUPO AEROMÉXICO, S.A.B. de C.V., et al., ) Case No. 20-11563 (SCC) ) Debtors.1 ) (Jointly Administered) ) NOTICE OF HEARING ON MOTION OF PLM FOR AN ORDER PURSUANT TO FED. R. BANKR. P. 9019 APPROVING THE STIPULATION AMONG THE DEBTORS, PLM AND AIMIA PLEASE TAKE NOTICE that on April 22, 2021, PLM Premier, S.A.P.I. de C.V. (“PLM”) filed the Motion of PLM for an Order Pursuant to Fed. R. Bankr. P. 9019 Approving the Stipulation Among the Debtors, PLM and Aimia (the “Motion”). A hearing on the Motion will be held on May 21, 2021, at 10:00 a.m. (Prevailing Eastern Time) (the “Hearing”) before the Honorable Judge Shelley C. Chapman, United States Bankruptcy Judge, United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”), or at such other time as 1 The debtors and debtors-in-possession (the “Debtors”) in the above-captioned jointly-administered chapter 11 cases (the “Bankruptcy Cases”), along with each Debtor’s registration number in the applicable jurisdiction, are as follows: Grupo Aeroméxico, S.A.B. de C.V. (“Grupo Aeroméxico”) 286676; Aerovías de México, S.A. de C.V. (“Aerovías”) 108984; Aerolitoral, S.A. de C.V. 217315; and Aerovías Empresa de Cargo, S.A. de C.V. 437094-1. The Debtors’ corporate headquarters is located at Paseo de la Reforma No. 243, piso 25 Colonia Cuauhtémoc, Mexico City, C.P. 06500.

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the Bankruptcy Court may determine. PLEASE TAKE FURTHER NOTICE that, in accordance with General Order M-543, dated March 20, 2020 (Morris, C.J.) (“General Order M-543”),2 the Hearing will be conducted telephonically. Any parties wishing to participate must do so telephonically by making arrangements through CourtSolutions, LLC (www.court-solutions.com). Instructions to register for CourtSolutions, LLC are attached to General Order M-543. PLEASE TAKE FURTHER NOTICE that you may obtain copies of any pleadings by visiting the Bankruptcy Court’s website at http://www.nysb.uscourts.gov in accordance with the procedures and fees set forth therein. PLEASE TAKE FURTHER NOTICE that the Hearing may be continued or adjourned thereafter from time to time without further notice other than an announcement of the adjourned date or dates at the Hearing or a later hearing. PLEASE TAKE FURTHER NOTICE that any responses or objections to the Motion shall be in writing, shall comply with the Federal Rules of Bankruptcy Procedure and the Local Bankruptcy Rules for the Southern District of New York, shall be filed with the Bankruptcy Court (a) by attorneys practicing in the Bankruptcy Court, including attorneys admitted pro hac vice, electronically in accordance with General Order M-399 (which can be found at www.nysb.uscourts.gov), and (b) by all other parties in interest, in accordance with the customary practices of the Bankruptcy Court and General Order M-399, to the extent applicable, and shall be served in accordance with General Order M-399 and the Order Establishing Certain Notice, Case Management, and Administrative Procedures, entered on July 8, 2020 [ECF No. 79], so as to be 2 A copy of the General Order M-543 can be obtained by visiting http://www.nysb.uscourts.gov/news/general-order-m-543-court-operations-under-exigent-circumstances-created-covid-19.

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filed and received no later than May 14, 2021 at 4:00 p.m. (prevailing Eastern Time) (the “Objection Deadline”). PLEASE TAKE FURTHER NOTICE that any objecting parties are required to telephonically attend the Hearing, and failure to appear may result in relief being granted upon default. PLEASE TAKE FURTHER NOTICE that if no Objections are timely filed and served with respect to the Motion, PLM may, on or after the Objection Deadline, submit to the Bankruptcy Court an order substantially in the form of the proposed order annexed to the Motion, which order may be entered without further notice or opportunity to be heard. [Remainder of page intentionally left blank.]

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Dated: April 22, 2021 New York, NY /s/ Michael H. Torkin SIMPSON THACHER & BARTLETT LLP Michael H. Torkin Bryce L. Friedman David R. Zylberberg 425 Lexington Avenue New York, New York 10017 Telephone: (212) 455-2000 Facsimile: (212) 455-2502 Email: michael.torkin@stblaw.com bfriedman@stblaw.com david.zylberberg@stblaw.com Counsel to PLM Premier, S.A.P.I. de C.V.

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SIMPSON THACHER & BARTLETT LLP 425 Lexington Avenue New York, New York 10017 Telephone: (212) 455-2000 Facsimile: (212) 455-2502 Michael H. Torkin Bryce L. Friedman David R. Zylberberg Counsel to PLM Premier, S.A.P.I. de C.V. UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ) In re: ) Chapter 11 ) GRUPO AEROMÉXICO, S.A.B. de C.V., et al., ) Case No. 20-11563 (SCC) ) Debtors.3 ) (Jointly Administered) ) MOTION OF PLM FOR AN ORDER PURSUANT TO FED. R. BANKR. P. 9019 APPROVING THE STIPULATION AMONG THE DEBTORS, PLM AND AIMIA PLM Premier, S.A.P.I. de C.V. (“PLM”) hereby submits this motion (the “Motion”) for entry of an order, substantially in the form attached hereto as Exhibit A (the “Proposed Order”), approving the Stipulation Among the Debtors, PLM and Aimia Regarding the Club Premier Agreements attached to the Proposed Order as Exhibit 1 (the “Stipulation”). In support thereof, PLM relies upon the Declaration of Philip Mittleman in Support of the Motion of PLM for an Order Pursuant to Fed. R. Bankr. P. 9019 Approving the Stipulation Among the Debtors, PLM 3 The debtors and debtors-in-possession (the “Debtors”) in the above-captioned jointly-administered chapter 11 cases (the “Bankruptcy Cases”), along with each Debtor’s registration number in the applicable jurisdiction, are as follows: Grupo Aeroméxico, S.A.B. de C.V. (“Grupo Aeroméxico”) 286676; Aerovías de México, S.A. de C.V. (“Aerovías”) 108984; Aerolitoral, S.A. de C.V. 217315; and Aerovías Empresa de Cargo, S.A. de C.V. 437094-1. The Debtors’ corporate headquarters is located at Paseo de la Reforma No. 243, piso 25 Colonia Cuauhtémoc, Mexico City, C.P. 06500.

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and Aimia (the “Declaration”) filed contemporaneously herewith, and respectfully state as follows: PRELIMINARY STATEMENT 1. PLM is a non-Debtor joint venture4 between Grupo Aeroméxico, a Debtor, and Aimia. PLM owns and operates the Club Premier Loyalty Program (“Club Premier”), which serves as the Aeromexico frequent flyer program,. As of June 30, 2020 (“the Petition Date”), Club Premier had approximately 6.7 million members, comprising most the Debtors’ most important and valuable customers. It is one of the Debtors’ most significant operational and financial assets. 2. The businesses of the Debtors and PLM are inextricably linked through a set of agreements (as defined in the Stipulation, the “Club Premier Agreements”). Through these agreements, the Club Premier program drives, among other things, highly-profitable business traveler passenger traffic to the Aeroméxico platform, and in turn PLM benefits materially from a financial perspective through increased and repeat passenger volumes. 3. As detailed in the proofs of claim filed by PLM contemporaneously herewith, the Debtors procured approximately $100 million in cash from PLM through an unlawful scheme, concealing the Debtors’ imminent bankruptcy from PLM and Aimia while negotiating and consummating two connected transactions (the “Prepetition Transactions”) in the days leading to the Petition Date. The first Prepetition Transaction—a $50 million intercompany loan—was entered into on May 23, 2020. The second Prepetition Transaction—which included a $50 million pre-purchase of award tickets—was entered into on June 29, 2020; i.e., the day before the Petition 4 51.1% of the shares of PLM are held in a trust in Mexico and voted by the trustee at the direction of the Debtors, and 48.9% of the shares are owned by subsidiaries of Aimia, Inc. (collectively, “Aimia”). In accordance with the Shareholders Agreement (defined below), the filing of this Motion was approved by Aimia in its capacity as “Non-Conflicted Shareholder” of PLM. (Shareholders Agreement § 3.06.)

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Date.5 The $100 million taken from PLM in these transactions effectively financed the first weeks of these Bankruptcy Cases while the Debtors searched for DIP financing—and saved the Debtors from significant operational disruption, or even liquidation. Prior to executing the Stipulation, the Debtors had asserted that the Prepetition Transactions created mere prepetition claims that were subject to potential impairment in the Bankruptcy Cases.6 4. Despite the Debtors’ prepetition conduct, the Debtors continued to perform under the Club Premier Agreements during these Bankruptcy Cases and began constructive discussions with both PLM and Aimia soon after the Petition Date to negotiate a settlement pursuant to which, among other things, the Debtors would assume the Club Premier Agreements and promise to repay PLM the amounts converted in the Prepetition Transactions, and in exchange, PLM and Aimia would grant broad releases to the Debtors and their related parties, including releases of claims relating to the Prepetition Transactions. After lengthy negotiations, on December 31, 2020, PLM, Aimia and the Debtors executed the Stipulation, which included an immediately binding obligation upon the Debtors to seek Court approval of the Stipulation and use commercially reasonable efforts to support its approval. (Stipulation ¶ 11.) PLM believed that its interests in these Bankruptcy Cases had been resolved. 5. However, mere days after executing the Stipulation, the Debtors informed PLM and Aimia that the Debtors intended to breach the Stipulation and would not timely present it to the Court for approval as required thereunder. The Debtors have given PLM and Aimia various excuses for their failure to perform under the Stipulation—generally, claiming that they required 5 In fact, the Prepetition Transactions were completed during these Bankruptcy Cases through execution by the Debtors and the other parties thereto of the Second Side Letter Agreement dated October 1, 2020. 6 Had the Prepetition Transactions not occurred, PLM would have been willing to provide DIP financing to the Debtors.

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additional diligence information regarding PLM and the Club Premier Agreements. The Debtors initially assured PLM and Aimia that upon the completion of diligence, they would perform under the Stipulation. The Debtors then informed PLM and Aimia that the diligence process was to consider a “buyout” of Aimia’s equity stake in PLM in lieu of assumption. During this time, the Debtors repeatedly extended PLM’s and Aimia’s bar date while these putative “diligence processes” proceeded. PLM diligently provided the Debtors with the requested information, and even authorized the Debtors to share that information with key stakeholders. PLM and Aimia have patiently waited for approval of their settlement with the Debtors, through months of empty promises. But the Debtors appear to have chosen to ignore their signed settlement with PLM and Aimia. Meanwhile, PLM faces growing confusion among its customers as to why the Debtors have not reaffirmed their long-term support of the Club Premier program, and is concerned that continued uncertainty will harm PLM and, indirectly, the Debtors and their estates. 6. PLM respectfully requests that the Court approve the Stipulation among the Debtors, PLM and Aimia pursuant to Rule 9019 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”).7 JURISDICTION AND VENUE 7. On June 30, 2020, the Debtors filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. § 101 et seq. (the “Bankruptcy Code”) in the United States District Court for the Southern District of New York (the “Bankruptcy Court”). 8. The Bankruptcy Court has jurisdiction over this matter under 28 U.S.C. §§ 157 and 1334. Venue of this matter is proper pursuant to 28 U.S.C. §§ 1408 and 1409. This is a core 7 Aimia has informed PLM that it supports the relief being sought by PLM through this Motion.

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proceeding under 28 U.S.C. § 157(b). Paragraph 26 of the Stipulation states that the Bankruptcy Court has exclusive jurisdiction to enforce the terms of the Stipulation. RELIEF REQUESTED 9. By this Motion and pursuant to Bankruptcy Rule 9019, PLM requests entry of the Proposed Order approving the Stipulation. BACKGROUND The Club Premier Loyalty Program 10. The Debtors, similar to most large airlines, offer a rewards program designed to engender customer loyalty. This loyalty program, Club Premier, was the first frequent flyer program established in Latin America and is Mexico’s leading loyalty program. As of the Petition Date, Club Premier had approximately 6.7 million members who can earn and redeem points across a broad ecosystem of network partners, including some of the world’s largest financial institutions and travel companies. The Club Premier loyalty program ensures customer satisfaction, generates goodwill, and addresses competitive pressures so that the Debtors can retain current and attract new customers. Club Premier drives significant incremental passenger traffic to the Aeromexico platform, particularly among the profitable business traveler segment. Between 2011 and December 31, 2019, the program grew by 120%, and pre-pandemic, it helped bolster Aeromexico’s already profitable business travel segment. The Club Premier Agreements 11. PLM, Aimia, certain Debtors, and certain other parties have entered into the Club Premier Agreements in connection with the operation of Club Premier. The Debtors have continued to perform under the Club Premier Agreements in the ordinary course of business during these Bankruptcy Cases. Indeed, the Debtors sought and obtained Court approval to continue to

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perform their postpetition obligations under the Club Premier Agreements.8 The Club Premier Agreements include the following agreements, each of which is attached (along with certain amendments thereto) as Exhibits B-1 to B-6 to this Motion:  Shareholders Agreement, dated as of September 13, 2010, by and between Aerovías, Grupo Aeroméxico, PLM and Aimia (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Shareholders Agreement”);  Commercial Participation & Services Agreement, dated as of September 13, 2010, by and between Aerovías and PLM (as amended, amended and restated, supplemented or otherwise modified from time to time, the “CPSA”), which governs the commercial terms between PLM and the Debtors with respect to the Club Premier program;  Intercompany Revolving Loan Agreement, dated as of January 20, 2016 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Intercompany Loan Agreement”), by and between Aerovías and PLM, under which PLM has committed to the issuance of revolving and term loans from time to time prior to September 13, 2050;  Pre-Paid Seat Asset Purchase Agreement, dated as of September 13, 2010, by and between Aerovías and PLM (as amended, amended and restated, supplemented or otherwise modified from time to time, the “PPSA”), pursuant to which, among other things, in consideration of Aerovías undertaking certain obligations, PLM agreed to pay to Aerovías deposits to be applied in due course as payment and settlement for the future purchase of certain award ticket redemption seats;  Irrevocable Security Trust Agreement with Reversion Rights (Contrato de Fideicomiso Irrevocable de Garantía con Derechos de Reversión) dated September 13, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, including by the Side Letter Agreement dated June 29, 2020 and the Second Side Letter Agreement dated October 1, 2020, the “Trust Agreement”) by and between Grupo Aeroméxico, Aerovías, PLM and CIBanco, S.A., Institución de Banca Múltiple (as successor of Deutsche Bank México, S.A., Institución de Banca Múltiple, División Fiduciaria), in its capacity as trustee (the “Trustee”), which established Fideicomiso F/1416 (the “Trust”) and pursuant to which, to secure Aerovías’ obligations under the Intercompany Loan Agreement and the PPSA, Grupo Aeroméxico transferred certain 8 See Final Order Authorizing (I) Debtors to Honor Prepetition Obligations to Customers and Related Third Parties and to Otherwise Continue Customer Programs, (II) Relief from Stay to Permit Setoff in Connection with the Customer Programs and (III) Financial Institutions to Honor and Process Checks and Transfers [ECF No. 205]; Final Order (I) Authorizing Debtors to Honor Interline Agreements, Clearinghouse Agreements, Industry Agreements, Protection Agreements, Alliance Agreements, Delta Airlines Agreements, Club Premier Loyalty Program Agreements and Prepetition Obligations Related Thereto, (II) Modifying the Automatic Stay Solely to the Extent Necessary to Effectuate the Intended Relief and (III) Authorizing Financial Institutions to Honor and Process Related Checks and Transfers [ECF No. 307].

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shares of PLM (the “PLM Shares”) to the Trustee, for the benefit of PLM and Aimia; and  Certain consumer co-brand card program agreements entered into by Aerovías and PLM with American Express Company (Mexico), S.A. de C.V., Banco Santander (México), S.A., Grupo Financiero Santander México and Santander Consumo, and Visa International Service Association, respectively. Summary of the Stipulation’s Terms and Conditions 12. The Stipulation represents an important step toward a successful reorganization of the Debtors because the continued operation of the Club Premier loyalty program is critical to the Debtors’ continued operation as Mexico’s preeminent airline. In summary,9 the Stipulation contains the following material terms and conditions:  The Club Premier Agreements are assumed in their entirety, without amendment or modification, by the applicable Debtors. (Stipulation ¶ 3.)  In consideration of the Debtors’ timely assumption of the Club Premier Agreements, PLM shall, among other things: o waive its entitlement under section 365(b) of the Bankruptcy Code to receive payment of cure amounts (in the amount of $7,383,000 as of the Petition Date, the “Cure Claims”) in connection with the assumption of the Club Premier Agreements. (Stipulation ¶ 5.) o stipulate to an administrative claim equal to the Debtors’ obligations under the PPSA and Intercompany Loan Agreement; provided that such claim would not need to be paid in cash by the Debtors under an “Acceptable Plan” (i.e., a plan of reorganization that contemplated the Debtors continuing their existing business relationship with PLM), in which case such obligations could be reinstated at the election of the Debtors.  The Debtors shall file with the Bankruptcy Court a motion for entry of an order reasonably acceptable to PLM and Aimia approving the Stipulation, and thereafter shall use commercially reasonable efforts to seek such approval from the Bankruptcy Court. (Stipulation ¶ 11.) 9 This summary is provided for convenience and is qualified in its entirety by the provisions of the documents referenced. To the extent anything in this Motion is inconsistent with the Stipulation, the terms of the Stipulation shall control.

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 The Debtors shall pay all reasonable and documented fees and expenses of counsel to PLM incurred in connection with the Bankruptcy Cases, subject to an aggregate cap of $175,000. (Stipulation ¶ 9.)  Aimia shall consent and otherwise facilitate the Debtors’ ability to pledge its interest in PLM to the DIP Lenders (as defined in the Final Order Granting Debtors Motion to (I) Authorize Certain Debtors in Possession to Obtain Post-Petition Financing Pursuant to 11 U.S.C. §§ 105, 362, 363 and 364; (II) Grant Liens and Superpriority Administrative Expense Claims to DIP Lenders Pursuant to 11 U.S.C. §§ 364 and 507; (III) Modify Automatic Stay Pursuant to 11 U.S.C. §§ 361, 362, 363, 364 and 507; and (IV) Grant Related Relief [ECF No. 527]). (Stipulation ¶ 7.)  Broad mutual releases among the Parties, including releases by PLM and Aimia of certain claims arising from the Prepetition Transactions. (Stipulation ¶¶ 20-24.) ARGUMENT I. The Stipulation Is Fair and Equitable, Reasonable and In the Best Interests of the Estates, and Should Be Approved Pursuant to Bankruptcy Rule 9019 13. As set forth above, the settlement embodied in the Stipulation contemplates that, among other things, in exchange for the Debtors’ assumption of the Club Premier Agreements and payment of certain fees and expenses of PLM, (a) PLM and Aimia shall release certain claims against the Debtors, their fiduciaries and other related parties of the Debtors, (b) PLM shall waive its entitlement under section 365(b) of the Bankruptcy Code to receive payment of cure amounts, and (c) PLM shall receive an allowed claim in Aerovías’ Bankruptcy Case in respect of the Prepetition Transactions, which claims can be reinstated by the Debtors on the effective date of an “Acceptable Plan” in lieu of repayment in cash. The Stipulation further resolves potential disputes regarding, without limitation, property of the estate and the application of the automatic stay. 14. This Court should exercise its discretion to approve the Stipulation “in light of the general public policy favoring settlements.” In re Hibbard Brown & Co., 217 B.R. 41, 46 (Bankr. S.D.N.Y. 1998). Indeed, courts in this district have made clear that “[a]s a general matter, ‘settlements and compromises are favored in bankruptcy as they minimize costly litigation and further parties’ interests in expediting the administration of the bankruptcy estate.’” In re Republic

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Airways Holdings, Inc., No. 16-10429 (SHL), 2016 WL 2616717 at *3 (Bankr. S.D.N.Y. May 4, 2016) (citing In re Dewey & LeBouef LLP, 478 B.R. 626, 640 (Bankr. S.D.N.Y. 2012)); Motorola, Inc. v. Official Comm. of Unsecured Creditors (In re Iridium Operating LLC), 478 F.3d 452, 455 (2d Cir. 2007); 10 COLLIER ON BANKRUPTCY ¶ 9019.01 (16th ed. rev. 2021). Under Bankruptcy Rule 9019 and governing case law, the Court should approve a compromise or settlement where it makes an independent determination that the compromise or settlement is fair and equitable, reasonable, and in the best interests of the debtor’s estate. See, e.g., In re Republic Airways, 2016 WL 2166717 at *3; see also In re Ionosphere Clubs, Inc., 156 B.R. 414, 426 (S.D.N.Y. 1993), aff’d, 17 F.3d 600 (2d Cir. 1994); Nellis v. Shugrue, 165 B.R. 115, 122–23 (S.D.N.Y. 1994). 15. As described above, the Stipulation constitutes an efficient and cost-effective method to ensure the continued participation of the Debtors in the Club Premier program on exceedingly favorable terms to the Debtors. The Stipulation represents an important step toward a successful reorganization of the Debtors as it provides the Debtors certainty that their successful and proven loyalty program will continue uninterrupted during the pendency of these Bankruptcy Cases and on a go-forward basis, and preserves the Debtors’ relationships with long-standing counterparties. The benefits of the Club Premier program to the Debtors’ business operations cannot be overstated, and maintaining the Club Premier program is a critical element of the Debtors’ business model. Further, the Debtors’ indirect equity interest in PLM is one of their most valuable assets, and the Stipulation preserves the value of that interest. 16. The Stipulation also relieves the Debtors from a substantial use of cash on their future effective date: pursuant to the Stipulation, PLM waives more than $7 million in cure costs and agrees that nearly $100 million of claims arising from the Prepetition Transactions can be reinstated in lieu of repayment in cash. These concessions by PLM reduce the Debtors’ need for

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exit financing and will facilitate the Debtors’ negotiation and confirmation of a reorganization plan. 17. Finally, the releases contained in the Stipulation resolve a complicated, fact-intensive dispute regarding the Prepetition Transactions. PLM does not believe it is typical restructuring practice to procure financing on the literal eve of bankruptcy while concealing the imminent filing, and respectfully submits that such conduct is facially improper and exposes the Debtors to substantial litigation risk. In the absence of the Stipulation, PLM (and Aimia) intends to pursue every available source of recovery (which would capture an enormous share of the value potentially available to unsecured creditors), and assert all rights and defenses available under the Bankruptcy Code. Indeed, if the Stipulation is not approved, litigation between PLM and the Debtors will dominate the remainder of these Bankruptcy Cases. 18. “The first three [Iridium] factors—the balance between the litigation’s possibility of success and the settlement’s future benefits, the likelihood of complex and protracted litigation, and the paramount interests of creditors—weigh most heavily in the Court’s inquiry under Bankruptcy Rule 9019.” In re Sabine Oil & Gas Corp., 555 B.R. 180, 296 (Bankr. S.D.N.Y. 2016). Given the nature of the litigation resolved by the Stipulation, PLM believes that those three Iridium factors are particularly satisfied by the Stipulation. More generally, PLM believes that the Stipulation unquestionably benefits the Debtors’ estates, creditors and all parties in interest and furthers the Debtors towards a successful reorganization. For these reasons, PLM submits that the Stipulation is in the best interest of the Debtors’ estates and stakeholders, is well within the range of reasonableness, and thus should be approved by the Court. II. The Debtors Cannot Rescind the Settlement. 19. While it is undoubtedly rare for a debtor to sign a settlement and then refuse to perform its obligations thereunder or seek its approval, the plight of PLM is not unprecedented.

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In Liberty Towers Realty, LLC v. Richmond Liberty LLC, WF, the Second Circuit, faced with a debtor attempting to rescind a signed settlement and refusing to seek its approval, determined that it “agree[ed] with the district court and with a number of bankruptcy courts that ‘the parties to a settlement agreement may not unilaterally repudiate it.’” 734 F. App’x 68, 70 (2nd Cir. 2018), citing In re Seminole Walls & Ceilings Corp., 388 B.R. 386, 392 (M.D. Fla. 2008). The court continued: “Allowing a party to withdraw from a settlement pending court approval would deter parties from entering into settlements in the first place, would permit parties to abuse the bankruptcy process, and would run contrary to generally applicable contract and settlement principles in this Circuit.” Liberty Towers, 734 F. App’x. at 70 (citations omitted). 20. The consequences of permitting debtors to treat signed settlements as one-way options is obvious even from the facts of this Motion. If the Court permitted the Debtors to ignore the Stipulation, then the Debtors and their constituents will have received free information regarding the terms on which PLM is prepared to settle its claims. If the Debtors come back to the table, the Court can be sure that the Debtors’ bid to PLM and Aimia will never exceed—and will likely be materially inferior to—the deal embodied in the Stipulation. Few creditors would agree to settlements with a debtor, knowing that the debtor could use the settlement against the creditor without the creditor receiving the benefits it bargained for. See Seminole Walls, 388 B.R. at 395 (“Parties to settlement agreements are entitled to some certainty that the agreement they enter into is valid. . . to hold otherwise would be contrary to the principles of contract formation and contrary to the strong public policy favoring the settlement of disputes.”); Liberty Towers Realty, LLC v. Richmond Liberty, LLC, 569 B.R. 534, 542 (E.D.N.Y. 2017) (“[S]ettlements requiring court

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approval are binding on all parties to the extent allowable under state law until the court considers and rejects the settlement.”). 21. Further, condoning the Debtors’ conduct would create substantial procedural barriers to settlements. Settlement counterparties, recognizing their one-way exposure in the interval between signing and approval, would insist that their settlements be presented to the Court immediately following signing. Analogously, bankruptcy practice in sales under section 363 has evolved toward this construct, where auctions often take place within one or two days of a sale hearing to provide buyers assurance of finality. Importing this practice to the settlement regime could only lead to abbreviated notice for parties-in-interest and compromises of due process. III. PLM Has Standing To Seek Approval of the Stipulation. 22. Bankruptcy Rule 9019(a) ostensibly requires the debtor, and not its counterparty, to make a motion for approval of a settlement. See In re Smart World Techs., LLC, 423 F.3d 166 (2d Cir. 2005). However, in the rare circumstance where a debtor has signed a settlement but then refused to bring it to the court for approval, its counterparty may make the motion on behalf of the Debtor. SeeLiberty Towers, 734 F. App’x at 70 (“It is true that Smart World reaffirmed the general principle that only a trustee or a debtor-in-possession can bring a Section 9019 motion in a Chapter 11 proceeding,. . . [h]owever, we recognized that ‘under certain circumstances, settlement of an estate’s claim could be approved over the objections of a debtor-in-possession. . . .’”) (quoting Smart World, 423 F.3d at 175–177); Liberty Towers, 569 B.R. at 543 (“[W]here the debtor-in-possession negotiated and signed the Settlement Agreement, Smart World is not applicable.”). 23. To the extent that the Court concludes that PLM requires derivative standing to bring this Motion, it easily meets the standard to do so. Cf. In re STN Enterprises, 779 F.2d 901, 904 (2d Cir. 1985) (derivative standing is appropriate “when the trustee or debtor in possession unjustifiably failed to bring suit or abused its discretion in not suing”). The Court’s alternative to

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permitting PLM to bring this Motion would be to (1) specifically enforce the Debtors’ binding obligation under the Stipulation by compelling the Debtors to bring a motion to approve the Stipulation and then (2) consider the Stipulation on the basis of the Debtors’ motion. See 10 COLLIER ON BANKRUPTCY ¶ 9019.02A (16th ed. rev. 2021) (“A debtor can be compelled to file a motion to approve a settlement even if the debtor has changed its mind.”). In other words, the parties would return to the same place they sit today, several weeks hence, with the Debtors having achieved their goal of delaying assumption to the prejudice of PLM. The Court’s consideration of this Motion at this time causes no harm to the Debtors or any party-in-interest in these Bankruptcy Cases, each of whom is being afforded full notice and an opportunity to object to the relief sought herein. Cf. Liberty Towers, 734 F. App’x at 70 (noting that debtors “may argue against court approval” of a settlement if they have subsequently have decided it is not in the best interest of their estates). NOTICE 24. Notice of this Motion is being provided on all parties to the Stipulation, or that may be directly affected by the Stipulation, in accordance with paragraph 22(d) of the Court’s Case Management Order, dated July 8, 2020 [ECF No. 79]. NO PRIOR REQUEST 25. PLM has not previously sought the relief requested herein from the Court or any other court. WHEREFORE, PLM respectfully requests that the Court enter the Proposed Order, substantially in the form attached hereto, granting the relief requested herein and such other and further relief as the Court deems just and proper. [Remainder of page intentionally left blank.]

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Dated: April 22, 2021 New York, NY /s/ Michael H. Torkin SIMPSON THACHER & BARTLETT LLP Michael H. Torkin Bryce L. Friedman David R. Zylberberg 425 Lexington Avenue New York, New York 10017 Telephone: (212) 455-2000 Facsimile: (212) 455-2502 Email: michael.torkin@stblaw.com bfriedman@stblaw.com david.zylberberg@stblaw.com Counsel to PLM Premier, S.A.P.I. de C.V.

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EXHIBIT A Proposed Order

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UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ) In re: ) Chapter 11 ) GRUPO AEROMÉXICO, S.A.B. de C.V., et al., ) Case No. 20-11563 (SCC) ) Debtors.1 ) (Jointly Administered) ) ORDER PURSUANT TO FED. R. BANKR. P. 9019 APPROVING THE STIPULATION AMONG THE DEBTORS, PLM AND AIMIA Upon the motion (the “Motion”)2 of PLM Premier, S.A.P.I. de C.V. (“PLM”), pursuant to Bankruptcy Rule 9019, for an order (this “Order”) approving the Stipulation among the Debtors, PLM and Aimia, all as more fully described in the Motion; and the Court having jurisdiction to consider the Motion and the relief requested therein in accordance with 28 U.S.C. §§ 157 and 1334 and Amended Standing Order of Reference M-431, dating January 21, 2012 (Preska, C.J.); and consideration of the Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C. § 157(b); and venue being proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409; and due and sufficient notice of the Motion having been provided in accordance with the Court’s Case Management Order dated July 8, 2020 [ECF No. 79]; and it appearing that no other or further notice need be provided; and the Court having held a hearing to consider the relief requested in the Motion (the “Hearing”); and the appearances of all interested parties having been 1 The debtors and debtors-in-possession (the “Debtors”) in the above-captioned jointly-administered chapter 11 cases (the “Bankruptcy Cases”), along with each Debtor’s registration number in the applicable jurisdiction, are as follows: Grupo Aeroméxico, S.A.B. de C.V. (“Grupo Aeroméxico”) 286676; Aerovías de México, S.A. de C.V. (“Aerovías”) 108984; Aerolitoral, S.A. de C.V. 217315; and Aerovías Empresa de Cargo, S.A. de C.V. 437094-1. The Debtors’ corporate headquarters is located at Paseo de la Reforma No. 243, piso 25 Colonia Cuauhtémoc, Mexico City, C.P. 06500. 2 Each capitalized term used herein but not otherwise defined herein shall have the meaning ascribed to it in the Motion.

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noted in the record of the Hearing; and upon all of the proceedings had before the Court; and for the reasons stated in the record of the Hearing; and the Court having found and determined that the relief sought in the Motion is in the best interests of the Debtors, their estates, creditors, and all parties in interest, and that the legal and factual bases set forth in the Motion and the papers in support thereof establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefor, IT IS HEREBY ORDERED THAT: 1. The relief requested in the Motion is hereby granted as set forth herein. 2. The Stipulation, substantially in the form attached hereto as Exhibit 1, is approved in its entirety. 3. The Debtors are authorized and directed to take any and all actions as are necessary or appropriate to implement and effectuate the terms of the Stipulation and this Order. 4. The Court shall retain exclusive jurisdiction to hear and determine all matters arising from or related to the implementation, interpretation and enforcement of this Order. Dated: New York, New York _____________, 2021 THE HONORABLE SHELLEY C. CHAPMAN UNITED STATES BANKRUPTCY JUDGE

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EXHIBIT 1 Stipulation

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DAVIS POLK & WARDWELL LLP 450 Lexington Avenue New York, New York 10017 Telephone: (212) 450-4000 Facsimile: (212) 701-5800 Marshall S. Huebner Timothy Graulich James I. McClammy Stephen D. Piraino (admitted pro hac vice) Counsel to the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: Chapter 11 GRUPO AEROMÉXICO, S.A.B. de C.V., et al., Case No. 20-11563 (SCC) Debtors.1 (Jointly Administered) STIPULATION AMONG THE DEBTORS, PLM AND AIMIA REGARDING THE CLUB PREMIER AGREEMENTS Grupo Aeroméxico S.A.B. de C.V. (“Grupo Aeroméxico”), Aerovías de Mexico, S.A. de C.V. (“Aerovías”) and its other affiliates that are debtors and debtors in possession in these proceedings (collectively, the “Debtors”), PLM Premier, S.A.P.I. de C.V. (“PLM”), and Aimia Holdings UK I Limited and Aimia Holdings UK II Limited (collectively “Aimia,” and together with PLM, the “PLM Parties”) hereby enter into this stipulation (this “Stipulation”). The Debtors, PLM and Aimia (collectively, the “Parties”) stipulate and agree as follows: 1 The Debtors in these cases, along with each Debtor’s registration number in the applicable jurisdiction, are as follows: Grupo Aeroméxico, S.A.B. de C.V. 286676; Aerovías de México, S.A. de C.V. 108984; Aerolitoral, S.A. de C.V. 217315; Aerovías Empresa de Cargo, S.A. de C.V. 437094-1. The Debtors’ corporate headquarters is located at Paseo de la Reforma No. 243, piso 25 Colonia Cuauhtémoc, Mexico City, C.P. 06500. Each capitalized term used herein but not otherwise defined herein shall have the meaning ascribed to it in the Term Sheet the Final Order Granting Debtors Motion to (I) Authorize Certain Debtors in Possession to Obtain Post-Petition Financing Pursuant to 11 U.S.C. §§ 105, 362, 363 and 364; (II) Grant Liens and Superpriority Administrative Expense Claims to DIP Lenders Pursuant to 11 U.S.C. §§ 364 and 507; (III) Modify Automatic Stay Pursuant to 11 U.S.C. §§ 361, 362, 363, 364 and 507; and (IV) Grant Related Relief [ECF No. 527].

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Recitals A. On June 30, 2020 (the “Petition Date”), the Debtors filed voluntary petitions (the “Chapter 11 Cases”) for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. § 101, et seq. (as amended or modified, the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). The Debtors are authorized to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed. On July 13, 2020, the United States Trustee for the Southern District of New York appointed the official committee of unsecured creditors. The Chapter 11 Cases are being jointly administered pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedures (the “Bankruptcy Rules”) [ECF No. 92]. B. The Bankruptcy Court has jurisdiction to consider this matter pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended Standing Order of Reference M-431, dated January 31, 2012 (Preska, C.J.), as a core proceeding within the meaning of 28 U.S.C. § 157(b)(2) and venue of the Chapter 11 Cases is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409. C. Pursuant to Rule 7008 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), the Parties consent to entry of a final order by the Bankruptcy Court in connection with this Stipulation to the extent that it is later determined that the Bankruptcy Court, absent consent of the Parties, cannot enter a final order or judgment consistent with Article III of the United States Constitution. D. PLM is a joint venture that owns and operates the “Club Premier” loyalty program which serves as, among other things, Aeromexico’s frequent flyer program.

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E. The Parties are party to certain agreements (collectively, the “Club Premier Agreements”) as set forth on Exhibit A annexed hereto; F. Grupo Aeromexico and Aerovías have continued to perform under the Club Premier Agreements in the ordinary course of business during these Chapter 11 Cases. G. On September 13, 2010, Aerovias, Grupo Aeromexico, PLM and Aimia entered into that certain Shareholders Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Shareholders Agreement”), and each of them agrees that the Shareholders Agreement is valid and enforceable and continues to be in full force and effect. H. Pursuant to that certain Intercompany Revolving Loan Agreement, dated as of January 20, 2016 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Intercompany Loan Agreement”), by and between Aerovías and PLM, PLM committed to making certain revolving and term loans from time to time prior to the Intercompany Loan Agreement’s termination date of September 13, 2050. I. Pursuant to that certain Pre-Paid Seat Asset Purchase Agreement, dated as of September 13, 2010, by and between Aerovías and PLM (as amended, amended and restated, supplemented or otherwise modified from time to time, the “PPSA”), in consideration of Aerovías undertaking certain obligations, PLM agreed to pay to Aerovías deposits to be applied in due course as payment for purchases by PLM of award tickets. J. On September 13, 2010, Grupo Aeroméxico, Aerovías, PLM and CIBanco, S.A., Institución de Banca Múltiple (as successor of Deutsche Bank México, S.A., Institución de Banca Múltiple, División Fiduciaria), in its capacity as trustee (the “Trustee”), entered into that certain Mexican Irrevocable Security Trust Agreement with Reversion Rights (Contrato de Fideicomiso

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Irrevocable de Garantía con Derechos de Reversión) dated September 13, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Trust Agreement”) establishing Fideicomiso F/1416 (the “Trust”). Pursuant to the Trust Agreement, to secure its obligations under the Intercompany Loan Agreement and the PPSA, Grupo Aeroméxico has transferred certain shares of PLM (the “PLM Shares”) to the Trustee, for the benefit of PLM and Aimia, and Grupo Aeroméxico and Aerovías agree that the Trust Agreement is valid and enforceable and continues to be in full force and effect. K. The Debtors have concluded that it is in the best interest of their estates to enter into this Stipulation and assume the Club Premier Agreements. L. The Parties desire to enter into this Stipulation solely on the terms and conditions set forth herein. M. The undersigned hereby represent and warrant that they have full authority to execute and enter into this Stipulation on behalf of the respective Parties, subject to entry of the Order (as defined below) by the Bankruptcy Court approving this Stipulation. NOW THEREFORE, IT IS STIPULATED AND AGREED BY THE PARTIES AND HEREBY ORDERED THAT: 1. The foregoing recitals are hereby incorporated by reference into the operative provisions of this Stipulation as if set forth at length herein. 2. Except for paragraphs 11, 12 and 24 hereof, this Stipulation, and all of the terms and conditions herein, shall be effective upon all Parties hereto solely upon approval of the Stipulation by the Bankruptcy Court. 3. The Club Premier Agreements are assumed in their entirety, without amendment or modification, by the applicable Debtors pursuant to section 365(a) of the Bankruptcy Code and

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Bankruptcy Rule 6006. The Parties are authorized to perform under the Club Premier Agreements in the ordinary course of business and consistent with past practices between the Parties, without further order of the Bankruptcy Court. 4. The Debtors are authorized and directed to execute, deliver, implement and fully perform any and all obligations, instruments, documents, and papers and to take any and all actions reasonably necessary or appropriate to perform all obligations contemplated under the Club Premier Agreements. 5. The Debtors and PLM agree and stipulate that: (a) as of the Petition Date, (i) $9,819,000 was owed to PLM by Aerovías and (ii) $2,436,000 was owed to Aerovías by PLM; (b) such prepetition accounts payable are hereby set off and recouped against each other, and PLM shall receive a $7,383,000 allowed unsecured claim against Aerovías (the “Prepetition Claims”); (c) upon the effective date of an Acceptable Plan, and in light of the practical, apparent and legal uncertainty of recovery of the unsecured Prepetition Claim in Aerovías’ Chapter 11 Case, PLM shall cancel its Prepetition Claims and any recovery therefrom; and (d) PLM waives its entitlement under section 365(b) of the Bankruptcy Code to receive payment of cure amounts in connection with the assumption of the Club Premier Agreements pursuant to this Stipulation and the Order; provided that for the avoidance of doubt such cancellation and waiver shall not release any of the Debtors’ obligations under this Stipulation, including, without limitation, the Debtors’ payment of the Obligations. 6. The Debtors and PLM agree and stipulate that, as of November 30, 2020: (a) the aggregate amount prepaid by PLM under the PPSA was $47,146,059 (the “PPSA Obligations”); and (b) $51,650,000 in accrued principal and interest was outstanding under the Intercompany Loan Agreement (the “Intercompany Loan Obligations,” and together with the PPSA

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Obligations, as such PPSA Obligations and Intercompany Loan Obligations may increase or decrease from time to time after the date of this Stipulation pursuant to the terms of the Club Premier Agreements and this Stipulation as applicable, the “Obligations”). All such Obligations shall be deemed allowed administrative expenses of the applicable Debtors under section 503 of the Bankruptcy Code; provided that the Debtors and PLM agree and stipulate that the Debtors shall not be required to pay the Obligations in full in cash on the effective date of the Debtors’ confirmed chapter 11 plan of reorganization that (a) provides for (x) the continued operation of Aerovías’ business as a domestic and international air carrier based in Mexico, (y) the satisfaction in full of the Obligations in the ordinary course of business and otherwise in accordance with the terms thereof, (z) satisfaction of all obligations under the Club Premier Agreements as and when such obligations are due, and (b) does not provide for the rejection of any of the Club Premier Agreements by any Debtor (an “Acceptable Plan”). Aerovías agrees that, prior to the effective date of the Debtors’ confirmed chapter 11 plan of reorganization, it shall not exercise its right to request additional Deposits (as defined in the PPSA) under section 3.3 of the PPSA. 7. Without waiver of, or prejudice to, the rights of PLM and/or Aimia under the Trust Agreement and/or the Shareholders Agreement, (i) Aimia agrees to execute a side-letter to the Shareholders Agreement pursuant to which, subject to the terms and conditions set forth in the side-letter, Aimia shall provide written consent to the Debtors’ pledge of the Debtors’ interests, as beneficiary in second place, under the Trust Agreement pursuant to the DIP Loan Documents in effect as of November 1, 2020 (the “DIP Pledge”) and (ii) Aimia, as shareholder of PLM, agrees to authorize, by voting favorably in the relevant shareholders’ meeting, PLM’s approval, authorization, acknowledgement and/or consent with respect to the DIP Pledge; provided that, to the extent PLM and/or Aimia also have an interest in the collateral sought to be pledged, if any,

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the security interest of the DIP Lenders shall be junior to the interests of PLM and Aimia in all respects. Each Debtor represents that, as of the date of this Stipulation, it has not granted any mortgage, pledge, lien, security interest, charge or other encumbrance on any of its property (a) that purports to have priority over the security interests or other interests in property of PLM or Aimia or (b) the granting of which breached, or conflicts with, the provisions of any Club Premier Agreement. 8. The Parties agree and stipulate that the automatic stay provisions of section 362 of the Bankruptcy Code shall be deemed to apply to the Debtors’ interests in the Trust and the PLM Shares. 9. The Debtors shall pay all reasonable and documented fees and expenses of Simpson Thacher & Bartlett LLP (“STB”), as counsel to PLM, incurred in connection with these Chapter 11 Cases, subject to an aggregate cap of $175,000 (the “Legal Fee Cap”); provided that in the event that PLM and/or Aimia prevail in a dispute regarding whether a termination event under paragraphs 12 or 14 hereof has occurred, the Legal Fee Cap shall not apply to the reasonable and documented fees and expenses of STB incurred in connection with such dispute. None of STB’s fees and expenses payable shall be subject to separate approval by the Bankruptcy Court, nor shall PLM or STB be required to file any interim or final fee application with respect thereto, provided that STB shall submit summary invoices to the Debtors that include a narrative description of STB’s activities during the applicable period. 10. The Debtors shall provide PLM and Aimia with at least five (5) calendar days’ notice before seeking any relief in the Chapter 11 Cases that is specific to PLM and/or Aimia, respectively, PLM’s business, the Club Premier Agreements or any other claims arising under the Club Premier Agreements.

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11. The Debtors shall file with the Bankruptcy Court a motion (the “Motion”) for entry of an order (the “Order”) reasonably acceptable to PLM and Aimia approving this Stipulation on or before January 6, 2021, and thereafter shall use commercially reasonable efforts to seek such approval from the Bankruptcy Court. 12. This Stipulation, and all terms and stipulations contained herein, shall terminate by the delivery by PLM and/or Aimia to the Debtors of a written notice (which may be by email), upon the occurrence of any of the following events: a. the Debtors breach paragraph 11 of this Stipulation; b. the Debtors breach paragraph 22 or paragraph 23 of this Stipulation; c. prior to entry of the Order, the Bankruptcy Court enters an order (i) converting any Chapter 11 Case to a case under chapter 7 of the Bankruptcy Code or (ii) appointing an examiner in any Chapter 11 Case with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code; d. the Order has not been entered by January 29, 2021, or the Order shall be subject to appeal as of February 13, 2021; e. any Debtor moves to reject or materially breaches any Club Premier Agreement; provided that (i) such breach has not been waived by PLM and/or Aimia, as applicable, or cured within seven (7) business days after the expiration of all applicable grace periods thereunder; or f. any Debtor proposes a plan of reorganization that is neither (x) an Acceptable Plan or (y) a plan that contemplates paying the Obligations in full in cash on the effective date of such plan. The automatic stay provisions of the Bankruptcy Code are deemed modified solely to permit PLM and/or Aimia to deliver the notice contemplated by this paragraph 12 without need for further relief from the Bankruptcy Court. Upon the termination of this Stipulation in accordance with this paragraph 12, the releases and covenants set forth in paragraphs 20 and 21 hereof shall become null and void and unenforceable in any respect.

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13. Notwithstanding anything to the contrary in this Stipulation or the Order, in the event this Stipulation is terminated pursuant to paragraphs 12(b), 12(e) or 12(f) hereof, paragraphs 3, 6, 12, and 24 of this Stipulation shall survive any such termination of this Stipulation. 14. This Stipulation shall terminate by the delivery by the Debtors to PLM and Aimia of a written notice (which may be by email), upon the occurrence of any of the following events (each a “Debtor Termination Event”): a. Aimia breaches paragraph 20 or paragraph 21 of this Stipulation; b. PLM breaches paragraph 20 or paragraph 21 of this Stipulation; or c. PLM and/or Aimia materially breaches any Club Premier Agreement; provided that (i) such breach has not been waived by the Debtors or cured within seven (7) business days after the expiration of all applicable grace periods thereunder; provided, however that any breach by PLM under sub-clauses (b) or (c) of this paragraph 14 that is not consented to in writing or authorized by Aimia, in each case, as shareholder of PLM, shall not give rise to a Debtor Termination Event. Upon the termination of this Stipulation in accordance with this paragraph 14, the releases and covenants set forth in paragraphs 22 and 23 hereof shall become null and void and unenforceable in any respect. 15. Notwithstanding anything to the contrary in this Stipulation or the Order, in the event this Stipulation is terminated pursuant to paragraph 14 hereof, paragraphs 7 and 24 of this Stipulation shall survive such termination of this Stipulation. 16. The terms and conditions of this Stipulation shall be effective and enforceable immediately upon entry of the Order. 17. This Stipulation shall not be modified, altered, amended, or supplemented except by a writing executed by the Parties or their authorized representatives.

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18. This Stipulation contains the entire agreement by and among the Parties with respect to the subject matter hereof, and all prior understandings or agreements, if any, are merged into this Stipulation. The terms set forth in this Stipulation are part of a comprehensive compromise, and each term of this Stipulation is an integral aspect of the agreed compromise and is non-severable. 19. This Stipulation shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, agents, and permitted successors and assigns, including, as applicable, any chapter 7 or 11 trustee and estate representatives, and any parent, subsidiary, or affiliated entity of the Parties. 20. Subject to paragraph 12 of this Stipulation, the PLM Parties, each on its own behalf and on behalf of each of its predecessors, successors, heirs, subsidiaries, and assigns (each, a “Releasing Party”; collectively, the “Releasing Parties”), hereby to the fullest extent permitted by applicable law, forever, unconditionally, permanently, and irrevocably (a) releases, discharges, and acquits each of the Debtors and each of their respective successors, assigns, affiliates, subsidiaries, controlling persons, shareholders, partners, representatives, agents, attorneys, financial advisors, consultants, professionals, officers, directors, members, managers, and employees, present and future, and their respective heirs, successors and assigns, in each case solely in their capacities as such (each, a “Released Party”; collectively, the “Released Parties”) of and from any and all action, claims, controversies, disputes, liabilities, damages, obligations, demands, expenses (including, without limitation, attorneys’ fees), debts, liens, actions, and causes of action of any and every nature whatsoever, whether arising in law or otherwise (in each case, arising on or prior to the date of this Stipulation), and whether known or unknown, matured or contingent, arising under, in connection with, or relating to the Club Premier Agreements,

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including, without limitation, (a) any and all “claims” (as defined in the Bankruptcy Code) and causes of action arising under the Bankruptcy Code, and (b) any and all offsets, defenses, claims, counterclaims, set off rights, objections, challenges, causes of action, and/or choses in action of any kind or nature whatsoever, whether arising at law or in equity, including any recharacterization, recoupment, subordination, avoidance, or other claim or cause of action arising under or pursuant to section 105(5) or chapter 5 of the Bankruptcy Code or under any other similar provisions of applicable state, federal, or common law, including, without limitation, any right to assert any disgorgement or recovery (“Claims and Liabilities”), in each case, with respect to Club Premier Agreements and the relationship between the Parties; provided that this paragraph 20 shall not release (a) the Obligations, (b) any ordinary course obligations of the Parties arising under the Club Premier Agreements, (c) any Claims and Liabilities in connection with the Club Premier Agreements arising after the date of this Stipulation, or (d) any rights, interest and/or obligations in favor of the PLM Parties provided for in this Stipulation. The Releasing Parties understand, acknowledge and agree that (i) the releases set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release, and (ii) no fact, event, circumstance, evidence or transaction in existence today or that has existed in the past and which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above. 21. Subject to paragraph 12 of this Stipulation, the Releasing Parties, hereby absolutely, unconditionally and irrevocably, covenant and agree with and in favor of each of the Released Parties that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Released Parties on the basis of any demands, actions, causes of action, suits, covenants, contracts,

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controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set off, demands and liabilities whatsoever, that is released, remised and discharged pursuant to this Stipulation. If any Releasing Party or any of its respective successors, assigns or other legal representatives violates the foregoing covenant, each Releasing Party for itself and its respective successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Released Party may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Released Party as a result of such violation. 22. Subject to paragraph 14 of this Stipulation, each Debtor, on its own behalf and regarding its estate, and on behalf of each of its predecessors, successors, heirs, subsidiaries, and assigns (each, a “Debtor Releasing Party”; collectively, the “Debtor Releasing Parties”), hereby to the fullest extent permitted by applicable law, forever, unconditionally, permanently, and irrevocably releases, discharges, and acquits each of PLM and Aimia and each of their respective successors, assigns, affiliates, subsidiaries, controlling persons, shareholders, partners, representatives, agents, attorneys, financial advisors, consultants, professionals, officers, directors, members, managers, and employees, present and future, and their respective heirs, successors and assigns, in each case solely in their capacities as such (each, a “PLM Released Party”; collectively, the “PLM Released Parties”) of and from any and all actions, claims, controversies, disputes, liabilities, damages, obligations, demands, expenses (including, without limitation, attorneys’ fees), debts, liens, actions, and causes of action of any and every nature whatsoever, whether arising in law or otherwise (in each case, arising on or prior to the date of this Stipulation), and whether known or unknown, matured or contingent, arising under, in connection with, or relating to the Club Premier Agreements, including, without limitation, (a) any and all “claims”

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(as defined in the Bankruptcy Code) and causes of action arising under the Bankruptcy Code, and (b) any and all Claims and Liabilities with respect to Club Premier Agreements and the relationship between the Parties; provided that this paragraph 22 shall not release (a) the Obligations, (b) any ordinary course obligations of the Parties arising under the Club Premier Agreements, (c) any Claims and Liabilities in connection with the Club Premier Agreements arising after the date of this Stipulation or (d) any rights, interest and/or obligations in favor of the Debtors provided for in this Stipulation. The Debtor Releasing Parties understand, acknowledge and agree that (i) the releases set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release, and (ii) no fact, event, circumstance, evidence or transaction in existence today or that has existed in the past and which could now be asserted or which may hereafter be discovered shall affect in any manner the final, absolute and unconditional nature of the release set forth above. 23. Subject to paragraph 14 of this Stipulation, the Debtor Releasing Parties, hereby absolutely, unconditionally and irrevocably, covenant and agree with and in favor of each of the PLM Released Parties that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any PLM Released Parties on the basis of any demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set off, demands and liabilities whatsoever, that is released, remised and discharged pursuant to this Stipulation. If any Debtor Releasing Party or any of its respective successors, assigns or other legal representatives violates the foregoing covenant, each Debtor Releasing Party for itself and its respective successors, assigns and legal representatives, agrees to pay, in addition to such other

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damages as any PLM Released Party may sustain as a result of such violation, all attorneys’ fees and costs incurred by any PLM Released Party as a result of such violation. 24. The Parties agree that none of the PLM Parties shall be required to file a proof of claim until the 60th day after the termination of this Stipulation pursuant to paragraphs 12 or 14 hereof. 25. The Debtors are authorized to take all such actions as are necessary or appropriate to implement the terms of this Stipulation. 26. The Bankruptcy Court shall have and retain exclusive jurisdiction to enforce the terms of this Stipulation and the Order and to adjudicate any and all matters arising from or related to the interpretation, implementation or enforcement of this Stipulation and the Order. [Signature Page Follows]

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IT IS SO STIPULATED. Dated: December 31, 2020 New York, New York DAVIS POLK & WARDWELL LLP SIMPSON THACHER & BARTLETT LLP By: /s/ Timothy Graulich By: /s/ Michael H. Torkin Timothy Graulich Michael H. Torkin James I. McClammy Bryce L. Friedman Stephen D. Piraino (admitted pro hac vice) David R. Zylberberg 450 Lexington Avenue 425 Lexington Avenue New York, New York 10017 New York, NY 10017 Telephone: (212) 450-4000 Telephone: (212) 455-2000 Counsel to the Debtors Counsel to PLM and Debtors in Possession VEDDER PRICE P.C. By: /s/ Michael L. Schein Jeffrey T. Veber Michael L. Schein 1633 Broadway, 31st Floor New York, New York 10017 Telephone: (212) 407-7700 Counsel to Aimia

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EXHIBIT A Club Premier Agreements 1. Commercial Participation & Services Agreement, dated as of September 13, 2010, by and between Aerovías and PLM (as amended, amended and restated, supplemented or otherwise modified from time to time); 2. Intercompany Revolving Loan Agreement, dated as of January 20, 2016, by and between Aerovías and PLM (as amended, amended and restated, supplemented or otherwise modified from time to time); 3. Shareholders Agreement, dated as of September 13, 2010, by and between Grupo Aeroméxico, Aerovías, Aimia and PLM (as amended, amended and restated, supplemented or otherwise modified from time to time); 4. Pre-Paid Seat Asset Purchase Agreement, dated as of September 13, 2010, by and between Aerovías and PLM (as amended, amended and restated, supplemented or otherwise modified from time to time); 5. Co-Branded Card Program Agreement, dated as of February 23, 2016, by and among Aerovías, PLM, Banco Santander (México), S.A., Grupo Financiero Santander México, and Santander Consumo; 6. Aeromexico – Club Premier – American Express Consumer Co-Brand Card Program Agreement, dated as of November 1, 2016, by and between Aerovías, PLM and American Express Company (Mexico), S.A. de C.V.; 7. Visa Co-Brand Merchant Incentive Agreement, dated as of February 23, 2016, by and between Aerovías, PLM and Visa International Service Association; and 8. Irrevocable Security Trust Agreement with Reversion Rights, No. F/1416 (Contrato de Fideicomiso Irrevocable de Garantía con Derechos de Reversión No. F/1416), dated as of September 13, 2010, by and between Grupo Aeroméxico, Aerovías, PLM, and the Trustee (as amended, amended and restated, supplemented or otherwise modified from time to time).

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EXHIBIT B-1 Shareholders Agreement

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EXHIBIT B-2 Commercial Participation & Services Agreement

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Execution Version AMENDED AND RESTATED COMMERCIAL PARTICIPATION & SERVICES AGREEMENT This 2020 Amended and Restated Commercial Participation & Services Agreement (this "2020 Amended CPSA") is made and entered into as of June 29, 2020 by and between Aerovias de Mexico, S.A. de C.V. (" Aeromexico"), a sociedad an6nima de capital variable duly organized and validly existing under the laws of Mexico and PLM Premier, S.A.P.I. de C.V. (the "Company"), a sociedad an6nima promotora de inversion de capital variable duly organized and validly existing under the laws of Mexico, and amends and restates the Commercial Participation & Services Agreement, entered into between Aeromexico and the Company on September 13, 2010 (the "Original CPSA"). as amended and restated on December 15, 2015 (the "2015 Amended CPSA") and as amended by Amendment No. 1 to the 2015 Amended CPSA as of November 30, 2017 (" Amendment No. 1") and by Amendment No. 2 to the 2015 Amended CPSA dated as of March 23, 2018 (" Amendment No. 2" and, collectively with the 2015 Amended CPSA and Amendment No. 1, the" Amended CPSA"). Each of Aeromexico and the Company is hereinafter individually referred to as a "Party" and collectively as the "Parties". RECITALS WHEREAS, the Parties entered into the Original CPSA, the 2015 Amended CPSA, Amendment No. 1 and Amendment No. 2; and WHEREAS, the Company and Aeromexico wish to amend and restate the terms and conditions set forth in the Amended CPSA. NOW, THEREFORE and in consideration of the premises and the mutual covenants and agreements set forth in this 2020 Amended CPSA and intending to be legally bound hereby, the Parties hereby agree as follows: ARTICLE I DEFINITIONS SECTION 1.01. Definition of Certain Terms. The following terms shall have the respective meanings indicated below: "Accrual Rate" shall have the meaning set forth in Section 4.1. "Accrual Structure" shall mean structure for accrual of Premier Points by Aeromexico customers that are Members as set forth in Section 4.3 or 4.4, as the case may be. 1

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"Additional Services" shall have the meaning set forth in Section 3.3. "Aeromexico" shall have the meaning set forth in the preamble of this 2020 Amended CPSA. "Aeromexico Direct Channels" shall mean (a) Aeromexico customer service channels through which Aeromexico or an Authorized Agent engages in the offer, promotion, sale, administration and/ or other actions relating to Aeromexico' s products and services, and/or performs activities for Aeromexico's customers and/or (b) any customer service channel that is branded with the "Aeromexico" service mark or trademark or any derivative thereof. Aeromexico Direct Channels as of the 2020 Amendment Commencement Date include Aeromexico franchises, Aeromexico sales offices (City Ticket Offices and Airport Ticket Offices), Aeromexico call or contact centers, aeromexico.com, Aeromexico VIP lounges and the Aeromexico mobile application. "Aeromexico Elite Tier Member" shall mean any Member (i) qualifying for such status in accordance with the requirements established by Aeromexico from time to time or otherwise invited by Aeromexico to become entitled to such status, and (ii) eligible to receive additional rights and benefits as may be established from time to time by Aeromexico. "Aeromexico Flig;ht" shall mean (a) a scheduled flight operated by Aeromexico, (b) a scheduled flight operated by a third party for Aeromexico under a wet lease agreement, or (c) a scheduled flight operated by a Subsidiary of Grupo Aeromexico, S.A.B. de C.V. under a codeshare arrangement in which the code of Aeromexico, AM, appears as the marketing code of the flight. "Aeromexico Member" shall mean any Member that (a) has at least one accrual or redemption on an Aeromexico Flight or an AM Air Partner flight or (b) joined the Program through an Aeromexico Direct Channel. "Affiliate" shall mean, in respect of Persons that are not individuals, another Person that directly or indirectly through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, the specified Person. "AM Air Partner" shall mean an airline that (a) is a member of the Global Alliance or (b) has a bilateral codeshare or other codeshare agreement or similar arrangement in effect with Aeromexico. "AMEX Co-Branded Agreement" shall mean the Co-Branded Card Program Agreement, dated as of November 1, 2016, among Aeromexico, the Company and American Express Company (Mexico), S.A. de C.V., as may be amended, modified, or novated from time to time. "AMEX Corporate Co-Branded Agreement" shall mean the Corporate Co Branded Card Program Agreement, dated as of December 291h, 2011 entered by and between Aeromexico, the Company and American Express Company (Mexico), S.A. de C.V., as may be amended, modified, or novated from time to time 2

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"Ancillary Products" shall have the meaning set forth in Section 7.l(a). "Ancillary Redemption Documents" shall have the meaning set forth in Section 5.18(a). "Applicable Law" shall mean, with respect to any Person, all present and future statutes, laws, ordinances, rules, conventions, treaties, principles of common law, rulings, orders and regulations applicable to such Person or any of its Subsidiaries, or any of their respective businesses, properties or assets. "Asia" shall mean, collectively, the following countries: Cambodia, China, Hong Kong, Indonesia, Laos, Malaysia, Mongolia, Myanmar, Philippines, Russia, Singapore, Taiwan, Thailand, Vietnam, Japan, and Republic of Korea. "ASKs" shall mean a measure of passenger capacity calculated by multiplying the total number of seats available for passengers by the kilometers flown. Authorized Agent" means any Person (a) acting on behalf of Aeromexico as an operator, administrator, manager or similar capacity of any Aeromexico Direct Channel, and (b) that Aeromexico shall designate in writing to the Company from time to time; provided, however, that such Person shall not be deemed to be an Authorized Agent when acting (x) on its own behalf or on behalf of its own clients or customers, (y) in its individual capacity rather than as an agent for Aeromexico or (z) at any time when the requirements set forth in (a) and (b) above are not satisfied. For purposes of clarity, any travel agent engaged in customary business activities of a travel agent on behalf of its clients shall not be deemed an Authorized Agent merely because it has entered into an agreement with Aeromexico in order to perform and receive compensation for such customary business activities. "Authorized Ancillary Agent" shall mean an Authorized Agent entitled to issue Ancillary Redemption Documents, as set forth in Section 5.18(a). "Authorized Ticket Agent" shall mean an Authorized Agent entitled to issue award tickets, as set forth in Section 5.18(b). "Base Points" shall have the meaning set forth in Section 3 of Exhibit B-1. "Basic Services" shall have the meaning set forth in Section 3.2. "Business Day" shall mean a day other than Saturday, Sunday or other day when commercial banks in Mexico Oty are authorized or required by law to close. "Central America" shall mean, collectively, the following countries: Aruba, Bahamas, Barbados, Belize, Bermuda, Cayman Islands, Costa Rica, Cuba, Dominican Republic Dominicana, El Salvador, Granada, Guadalupe, Guatemala, Haiti, Honduras, Jamaica, Martinique, Netherland Antilles, Nicaragua, Panama, Puerto Rico, St. Kitts and Nevis, St. Lucia, Trinidad and Tobago, Turks and Caicos, US and British Virgin Islands. 3

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"Club Premier" shall mean the commercial brand of the Program. "Club Premier Terms and Conditions" shall mean the terms and conditions applicable to the Program, as set forth on the Company's website, as such terms and conditions may be modified by the Company from time to time in accordance with Applicable Law and the terms of this 2020 Amended CPSA. "Company'' shall have the meaning set forth in the preamble of this 2020 Amended CPSA. "Competitive" shall have the meaning set forth in Section 5.5(a)(ii). "Competitor Redemption Requirement" shall have the meaning set forth in Section 5.5(a)(ii). "Confidential Information" shall mean information that is regarded as confidential or proprietary by the Party possessing such information, including without limitation information relating to products, services, customers, schedules, know-how, processes, technology and practices. "Control" shall mean possession by the applicable Person of the power to direct or cause the direction of the management and policies of the other Person, whether through the ownership of voting securities, by contract, or otherwise. For the avoidance of doubt, Control shall be deemed to exist in all instances where the applicable Person owns, directly or indirectly, 50% (fifty percent) plus one of the shares or equity interests of the other Person. "CP Steering Committee" shall have the meaning set forth in Section 3.15. "CPC" shall have the meaning set forth in Section 3.6(a). "Currency" shall mean miles, points and/ or other units that are a medium of exchange constituting a convertible, virtual, and private currency that is tradable property and that can be sold or issued to Persons, such as Points that are issued and used to purchase goods and services from Aeromexico in accordance with the Program and miles, points and/ or other units that are issued and used in accordance with the terms and conditions of other frequent flyer or loyalty programs, including programs operated by financial institutions and retail businesses. "Deposit Amounts" shall have the meaning given to such term under the PPSA. "Dispute" shall have the meaning set forth in Section 15.2(a). "Dollars" or "US$" shall mean the lawful currency of the United States of America. "Dynamic Fares" shall have the meaning set forth in Section 5.l(b). 4

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"Dynamic Redemptions" shall have the meaning set forth in Section 5.l(a). "Dynamic Redemption Conversion Factor "shall mean the factor to establish the redemption price in Premier Points for award tickets based on the use of Dynamic Fares, which shall be 0.005835, unless and until the Parties shall agree otherwise. "Elite Tier Structure" shall have the meaning set forth in Section 10.l(a). "Europe" shall mean, collectively, the following countries: Albania, Austria, Belarus, Belgium, Bosnia and Herzegovina, Bulgaria, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Latvia, Lithuania, Luxemburg, Macedonia, Malta, Moldovia, Monaco, Holland, Norway, Poland, Portugal, Romania, Russia (Western), Serbia, Slovakia, Slovenia, Spain, Sweden, Switzerland, Ukraine, United Kingdom. "Event of Default" shall have the meaning set forth in Section 13.4. "FFP" shall mean a frequent flyer or loyalty program which provides its members with the ability to accrue and redeem miles or other Currency for flights and/ or other products or services. "FFP Agreement" shall have the meaning set forth in Section 9.l(a). "Flat Fares" shall have the meaning set forth in Section 5.l(b). "Flat Fare Redemptions" shall have the meaning set forth in Section 5.l(a). "Flat Fares Redemption Table" shall have the meaning set forth in Section 5.5(a)(i). "Force Majeure" shall mean any delay or failure by a Party to perform its obligations as required by this 2020 Amended CPSA (o ther than the obligation to pay money when due) to the extent that such delay or failure to perform is caused by a reason or circumstance beyond such Party's control, provided that such Party could not have foreseen the specific reason or circumstance which caused the delay or failure at the time of the conclusion of this 2020 Amended CPSA or could not reasonably have been expected to have avoided or overcome it or its consequences. "Global Alliance" shall mean SkyTeam, the global airline alliance whose principal office is located in Amsterdam, Netherlands, for so long as Aeromexico is a member of SkyTeam, and, should Aeromexico at any time withdraw as a member of SkyTeam, shall mean any airline alliance or joint ventures that Aeromexico may from time to time join in order to provide to it benefits, privileges, and advantages similar to those provided to it by SkyTeam. "Governmental Authority" shall mean any sovereign government or any political subdivision thereof, whether federal, state, provincial or local, any legislative or judicial body, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity 5

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exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government. "ICC Rules" shall have the meaning set forth in Section 15.2(b). "LIBOR" shall mean, for any date, the offered rate per annum for thirty (30) day deposits of Dollars that appears on Reuters Screen LIBOR0l Page as of 11:00 A.M. (London, England time) on such date. "Losses" shall mean any claims, demands, judgments, actions or causes of action, liabilities, obligations, damages, losses (including diminution in or loss of value), deficiencies, assessments, costs (including court costs), fines, penalties, interest and expenditures (including, without limitation, the reasonable and duly documented fees and expenses of counsel) (in each case, whether or not involving a third party claim). "MCO" shall mean a Miscellaneous Charge Order. "Member" shall mean an individual who is enrolled in the Program and has a unique identification number under the Program. "Mexico" shall mean the United Mexican States (Estados Unidos Mexicanos). "MIDT" shall mean Marketing Information Data Tapes provided by one or more Global Distribution Systems or any other similar provider. "Minimum Point Purchase Amount" shall have the meaning set forth in Section 4.6(a). "Minimum Purchase Calculation Period" shall have the meaning set forth in Section 4.6(a). "Minimum Ticket Purchase Amount" shall have the meaning set forth in Section 5.6(a). "Monthly Route Average Minimum" shall have the meaning set forth in Section 5.3(a)(i). "Most Relevant Competitors" shall have the meaning set forth in Section 5.S(a)(ii). "Netting Agreement" shall mean the set-off agreement, dated as of the Original CPSA Commencement Date, between the Company and Aeromexico. "New FFP Agreement" shall have the meaning set forth in Section 9.3(a). "New Points" shall have the meaning set forth in Section 8.1. "Non-Air Conversion Factor" shall mean the factor to establish the redemption price in Premier Points for products and services offered by Aeromexico and that are made 6

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available by Aeromexico to be redeemed by Members, other than award tickets for Air travel for which redemption rates are established separately pursuant to this Agreement. The Non-Air Conversion Factor as of the 2020 Amendment Commencement Date is Thereafter, the Non-Air Conversion Factor shall be adjusted each time that the Accrual Rate and Flat Fares shall be adjusted, in each case using the Standard Adjustment Formula or the Special Adjustment Formula, as the case may be. "Non-Competitive" shall have the meaning set forth in Section 6.3(a) or Section 6.3(b), as the context may require. "North America" shall mean, collectively, the United States and Canada. "O&D" shall mean the origin and destination city pairs representing a passenger's itinerary. "OAG Flown Capacity" shall mean the data related to flown capacity in respect of a given market published or provided from time to time by the Official Airline Guide, or another source of similar information that the Parties shall agree to in .the future. "Old Points" shall have the meaning set forth in Section 8.1. "Original CPSA" shall mean the version of the Commercial Participation and Services Agreement entered into by the Parties as of September 13, 2010. "Original CPSA Commencement Date" shall mean September 13, 2010. "Original Flat Fares Redemption Table" shall have the meaning set forth in Section 6.3(b)(i)(A). "Party" shall have the meaning set forth in the preamble of this 2020 Amended CPSA. "PBC" shall have the meaning set forth in Section 5 .1 (a). "Per Flight Minimum" shall have the meaning set forth in Section 5.3(a)(i). "Person" shall mean any individual, corporation, company, limited liability company, joint venture, asociaci6n en participaci6n, trust, fideicomiso, association, unincorporated organization, Governmental Authority or other entity. "Pesos" or "MxPs" shall mean the lawful currency of Mexico. "PPSA" shall mean the Pre-Paid Seat Asset Purchase Agreement, dated as of the Original CPSA Commencement Date between the Company and Aeromexico, as amended from time to time thereafter. "Pre-Commencement Date FFP AITTeement" shall have the meaning set forth in 7

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Section 9 .2. "Premier Points" or "Points" shall mean the currency of the Program issued by the Company. One Premier Point equals one Kilometer Premier or KmPs previously issued by the Company. "Program" shall mean the customer loyalty recognition program previously operated by Aeromexico and to be operated by the Company following the Original Commencement Date under the brand "Club Premier" in which members can receive specified travel rewards or other benefits upon redeeming Club Premier Points awarded to such members as a result of travel on Aeromexico or other specified Air carriers, or the use or purchase of goods or services or performance of specified activities at a participating Oub Premier partner in accordance with the program rules and regulations, as may be amended from time to time. "Program Redemption Requirement" shall have the meaning set forth in Section 5.5(a)(i). "Published Fares" shall mean the base fares that Aeromexico makes generally available to the public from time to time, whether through its internal reservations system or through indirect channels such as Global Distribution Systems, but that do not include fares such as net, negotiated, private or similar fares, provided, however, that Published Fares do not include any amount corresponding to taxes, surcharges or any other amount added to such base fares, regardless of whether Published Fares shown in any distribution channel may include such amounts for convenience or any other reason. "RASK" shall mean revenue per ASK. "RBD" shall have the meaning set forth in Section 5.l(a). "RBM" shall have the meaning set forth in Section 4.4(a). "RBM Effective Date" shall have the meaning set forth in Section 4.4( c). "RPKs" shall mean a measure of traffic for an airline flight calculated by multiplying the number of revenue-paying passengers on board such flight by the kilometers flown thereon. "Santander Co-Branded Agreement" shall mean the Co-Branded Card Program Agreement, dated as of February 23, 2016 among Aeromexico, the Company, Banco Santander (Mexico) S.A. Instituci6n de Banca Multiple, Grupo Financiero Santander Mexico and Santander Consumo, S.A. de C.V., SOFOM, E.R. Grupo Financiero Santander Mexico, as may be amended, modified, or novated from time to time. "Second Amendment Commencement Date" shall mean July 4, 2015. "South America North" shall mean, collectively, the following countries: Colombia, Ecuador, French Guyana, Guyana, Peru, Surinam, Venezuela. 8

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"South America South" shall mean, collectively, the following countries: Argentina, Bolivia, Brazil, Chile, Paraguay, Uruguay. "Special Adjustment Effective Date" shall mean the next January 1st following the occurrence of a Special Adjustment Trigger Event. "Special Adjustment Formula" shall mean the formula to be negotiated in good faith by Aeromexico and the Company following the occurrence of a Special Adjustment Trigger Event to be utilized in calculating a new Accrual Rate and Flat Fares, taking into account the effects of such Special Adjustment Trigger Event upon the prior economic bargain between the Company and Aeromexico as well as changed market conditions. Notwithstanding the above, any increase in the Accrual Rate and Flat Fares under the Special Adjustment Formula shall not exceed . For purposes of the Special Adjustment Formula, the prior economic bargain constitutes the percentage difference between "Special Adjustment Trigger Event" shall mean (i) a decrease or increase for the "Standard Adjustment Effective Date" shall mean January 1, 2014 and each January 1 occurring three (3) years following each such date; provided, however, that following the occurrence of any Special Adjustment Effective Date, the next Standard Adjustment Effective Date shall occur three (3) years from such Special Adjustment Effective Date, but provided, further, that if the Special Adjustment Trigger Event that caused the occurrence of such Special Adjustment Effective Date shall not continue for the following twelve (12) months from such Special Adjustment Effective Date, Aeromexico and the Company shall negotiate in good faith further adjustments applicable simultaneously and on a pari passu basis to the Accrual Rate and the Flat Fares in effect at such time, taking into account the changed conditions from those in effect on such Special Adjustment Effective Date. Any such further adjustments may include, upon agreement by Aeromexico and the Company, reverting to the Accrual Rate and Flat Fares that were in effect prior to such Special Adjustment Effective Date. "Standard Adjustment Formula" shall be equal to 9

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"Supplemental Fees" shall have the meaning set forth in Section 5.2(h)(ii). "Term" shall have the meaning set forth in Section 13.1. "TPM" shall have the meaning set forth in Section 9.5. "2015 Amended CPSA" shall have the meaning set forth in the preamble of this 2020 Amended CPSA. "2015 Amendment Commencement Date" shall mean April 1, 2015. "2020 Amended CPSA" shall have the meaning set forth in the preamble of this 2020 Amended CPSA. "2020 Amendment Commencement Date" shall mean [June~ 2020]. "2020 Co-branded Agreements" shall have the meaning set forth in Section 11.1. "US Consumer Price Index" shall mean the price index for all urban areas constructed monthly by the U.S. Bureau of Labor Statistics that provides a statistical measure of the average change in prices in a fixed market basket of goods and services. "Upgrade" shall have the meaning set forth in Section 5.7(a). "Visa Agreement" shall mean the Visa Co-Brand Merchant Incentive Agreement (the "Visa Agreement") dated as of February 23, 2016 by and among Aeromexico, the Company and Visa International Service Association, as may be amended, modified, or novated from time to time. "Waived Flights" shall have the meaning set forth in Section 5.3(c)(iii). ARTICLE II REPRESENTATIONS AND WARRANTIES Section 2.1 Representations and Warranties of Aeromexico. Aeromexico hereby represents and warrants to the Company as of the 2020 Amendment Commencement Date and as of the date hereof as follows: 10

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(a) Authority; Execution and Delivery; Enforceability. Aeromexico is asociedad an6nima de capital variable duly organized, validly existing and in good standing under the laws of Mexico. Aeromexico has all requisite corporate power and authority to execute and deliver this 2020 Amended CPSA, as the case may be, to carry out the provisions hereof, and to perform its obligations hereunder. The execution, delivery and performance by Aeromexico of its obligations under this 2020 Amended CPSA have been duly authorized by all necessary corporate action. This 2020 Amended CPSA has been duly and validly executed and delivered by Aeromexico and constitutes the legal, valid and binding obligation of Aeromexico, enforceable against it in accordance with its terms. (b) Representatives' Authority. Aeromexico's legal representatives executing this 2020 Amended CPSA on its behalf have the necessary power and authority to execute and deliver such agreement on its behalf, which power and authority have not been modified, limited or revoked in any manner. (c) Absence of Restrictions and Conflicts. The execution and delivery by Aeromexico of this 2020 Amended CPSA and the performance of its obligations hereunder will not conflict with, or result in a breach of, or default under, any Applicable Law or any agreement or instrument to which it is a Party or by which it is bound or any judgment of any Governmental Authority. No consent, approval, notification, authorization or order of, or declaration, filing or registration with any Governmental Authority or third party (including Aeromexico' s shareholders) is required to be obtained or made by or with respect to Aeromexico in connection with the execution, delivery and performance by Aeromexico of this 2020 Amended CPSA. Section2.2 Representations and Warranties of the Company. The Company hereby represents and warrants to Aeromexico as follows: (a) Authority; Execution and Delivery; Enforceability. The Company is a sociedad an6nima promotora de inversion de capital variable duly organized, validly existing and in good standing under the laws of Mexico. The Company has all requisite corporate power and authority to execute and deliver this 2020 Amended CPSA, to carry out the provisions hereof, and to perform its obligations hereunder. The execution, delivery and performance by the Company of its obligations under this 2020 Amended CPSA have been duly authorized by all necessary corporate action. This 2020 Amended CPSA has been duly and validly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms. (b) Representatives' Authority. The Company's legal representatives executing this 2020 Amended CPSA on its behalf have the necessary power and authority to execute and deliver this 2020 Amended CPSA on its behalf, which power and authority have not been modified, limited or revoked in any manner. 11

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(c) Absence of Restrictions and Conflicts. The execution and delivery by the Company of this 2020 Amended CPSA and the performance of its obligations hereunder will not conflict with, or result in a breach of, or default under, any Applicable Law or any agreement or instrument to which it is a Party or by which it is bound or any judgment of any Governmental Authority. No consent, approval, notification, authorization or order of, or declaration, filing or registration with any Governmental Authority or third party (including the Company's shareholders) is required to be obtained or made by or with respect to the Company in connection with the execution, delivery and performance by the Company of this 2020 Amended CPSA. ARTICLE III GENERAL Section 3.1 The Program. (a) The Company shall operate the Program in accordance with the Club Premier Terms and Conditions and this 2020 Amended CPSA. (b) The Company shall sell Premier Points to Aeromexico in accordance with the provisions of Article IV and will purchase award tickets from Aeromexico in accordance with Article V. (c) Aeromexico shall participate in the Program in accordance with the provisions of this 2020 Amended CPSA. Aeromexico shall require any current or future airline Affiliate to participate in the Program on the terms and conditions then applicable to Aeromexico, (d ) Aeromexico shall purchase Premier Points from the Company in accordance with the provisions of Article IV and will sell award tickets to the Company in accordance with the provisions of Article V. Section 3.2 Basic Services. The Company shall provide to Aeromexico and Aeromexico shall provide to the Company with no additional charge the basic services set forth in Exhibit A-1 (the "Basic Services"). Section 3.3 Additional Services. The Company shall provide to Aeromexico the additional services set forth in Exhibit A-2 (the"A dditional Services") Section 3.4 Review. A review by the Company and Aeromexico of all aspects of Basic Services and Additional Services to be provided shall occur once during each twelve (12) month period. Section 3.5 Company Role. Unless otherwise stated in this 2020 Amended CPSA, the Company shall operate and make all decisions related to the policies, operation and administration of the Program, including, without limitation, Program rules, Point expiration policies, award redemption requirements and Program structure. The Company (a) shall from time to time make such modifications, if any, to the Club Premier Terms and Conditions as may be required to comply at all times with Applicable Law and (b) shall not make any modification 12

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to the Club Premier Terms and Conditions that contradicts or would result in a breach of any provision of this 2020 Amended CPSA, unless such modification is required by Applicable Law. Section 3.6 Corporate Oub Premier. (a) Aeromexico authorizes the Company to operate the loyalty program for certain of Aeromexico' s corporate clients under the brand Club Premier Corporativo (Corporate Oub Premier) ("CPC") in accordance with the terms and conditions set forth in this 2020 CPSA Amendment and Exhibit H. Such authorization shall continue until December 15, 2021, unless renewed as set forth in Section 3.6(c). In the event that Aeromexico decides to terminate its participation in CPC, (i) the Company may decide in its sole discretion to continue to operate CPC without the participation of Aeromexico and (ii) Aeromexico will not create or participate in another Currency-based loyalty program operated by a third-party for such corporate clients. (b) Aeromexico and the Company agree to form a working group with appropriate personnel resources from each Party to review and agree upon and implement improvements to CPC. Matters to be discussed and agreed include: (i) Policies to be implemented to increase the membership of CPC, and the value provided by CPC to Aeromexico, the Company and CPC members (ii) The enforcement by the Company of CPC membership eligibility rules and accrual and redemption rules; (iii) Potential expansion of redemption options for CPC members, within Aeromexico' s overall corporate customer marketing strategies; (iv) Clarification of Aeromexico obligations to include corporate customers with annual billings below MxPs. 2.5MM; (v) Terms and conditions relating to expanded participation by AM Air Partners in CPC; and (vi) Other matters proposed by the Parties. (c) The Parties agree to use commercially reasonable efforts to agree with respect to steps to be taken in connection with the matters set forth above by no later than December 31, 2020 and to commence implementation of such new structures in early-2021. Upon completion of this process, the Parties will discuss and agree upon the terms and conditions applicable to a long-term extension by Aeromexico of its participation in CPC. Section 3.7 Trademarks. The Company and Aeromexico have licensed and sub licensed, respectively, through separate trademark license and trademark sublicense agreements, the right to use certain trademarks owned by each Party in the ordinary course of their respective business. Each of the Company and Aeromexico hereby acknowledge that any royalties payable in respect of such license or sub-license arrangements shall be deemed as included in the Accrual 13

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Rate and the fares established for the purchase of award tickets by the Company pursuant to this 2020 Amended CPSA. Section 3.8 Membership Promotion. Aeromexico and the Company intend to take measures to increase membership in the Program among Aeromexico customers. Accordingly, the Parties will work diligently to discuss, obtain any necessary internal approvals and undertake specific measures designed to achieve agreed-upon goals for such increase. Such specific measures to be discussed may include: (a) A Company-funded Premier Points accrual bonus on first accrual on Aeromexico for customer flights using agreed-upon fare classes/bases; (b) Aeromexico measures to promote membership among its customers, including: (i) An opt-out checkbox structure offered to non-Member Aeromexico customers purchasing revenue tickets on aeromexico.com; and (ii) A post-booking and a post-check-in dedicated email to non-Member customers. (c) The Parties intend to discuss and agree to specific timetables for implementation of such measures and to carry out periodic reviews of the results and potential improvements that can be made to achieve the goals of such measures. Section 3.9 New Direct Sales to Members Products. Aeromexico and the Company will cooperate to identify and implement opportunities for increasing direct purchase of Points by Members. (a) Such opportunities may include the direct purchase from and payment to the Company by Members of: (i) Additional Points matching Premier Points awarded by Aeromexico on qualifying flights (Point multiplier); (ii) For Members flying on an award ticket, an equivalent number of Premier Points that such Member would have accrued on the same flight flown using a revenue ticket; and (iii) Points at a discounted price to Members, including such sales in connection with discounted-price promotions; (b) The Company shall establish the purchase price of such Premier Points purchased directly by Members, after consultation with Aeromexico. The Parties agree that such price shall be established at a rate that Members will find attractive from a value proposition perspective. 14

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(c) Member direct sales may also be offered in Aeromexico Direct Channels following discussions between the Parties and agreement on the terms and conditions relating to such sales (including responsibility for the cost of any necessary systems changes). Section 3.10 Other Member Engagement Measures. Aeromexico and the Company will cooperate to identify and implement opportunities for increasing member engagement with the Program. Implementation of any such opportunities shall occur only following discussions between the Parties and agreement on the terms and conditions relating to such products (including responsibility for the costs of Points purchased and of any necessary systems changes). Such products may include: (a) Point multipliers for co-brand cardholder members; (b) Points multipliers for specific routes; (c) Lower eligibility thresholds for elite tier levels for specific businesses (for example consultants); and (d ) Improved status match challenges Section 3.11 Redemption Structure and Award Ticket Modifications. (a) Aeromexico and the Company agree to form a working group with appropriate personnel resources from each Party to review and evaluate any restructuring of the current Program redemption structure and corresponding award ticket fare structure and Flat Fare inventory structure with a goal of improving on the current redemption and award ticket fare structure. (b) Matters to be included in this review and agreement process include: (i) Current loyalty and airline FFP best market practices, drawn from other FFP and loyalty programs that have implemented a dynamic award ticket pricing structure and/ or retained a flat fares structure; (ii) Introduction of the capability for the Company to manage and modify the number of Points required for Flat Fare Redemptions and Dynamic Redemptions based on redemption demand and other market conditions; (iii) Advantages and drawbacks to maintaining the Flat Fare award ticket pricing, including more favorable travel rules for award ticket holders, rigidity of fares vs. Aeromexico revenue management practices, seat inventory limitations, etc.; (iv) Advantages and drawbacks of merging the Flat Fare Redemption option and the Dynamic Redemption option and establishment of appropriate, attractive discounts for Members, while maintaining without material increases the overall average redemption cost per Point for the Company and improving the relationship between award ticket fare structures and Aeromexico published fare structures; 15

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(v) The potential scope of Aeromexico and the Company systems modifications required to implement a more dynamic redemption structure and the potential costs of any such modifications, including improving required links between the Company booking engine and Aeromexico revenue management and inventory system; (vi) Opening up all Aeromexico published fares and related inventory to Members for award ticket redemption; (vii) Modification or elimination of the requirement that changes to the Flat Fares Redemption Structure be "Competitive", as set forth in Section 5.5(a)(ii) of this 2020 Amended CPSA; and (viii) Modification of the current factor and/ or implementation of an ongoing adjustment formula for the Dynamic Fare Conversion Factor. (d ) The Parties agree to use commercially reasonable efforts to agree upon any modifications to the award ticket redemption structures set forth above by no later than December 31, 2020 and to commence implementation of any such new structures in early-2021. Section 3.12 Display and Booking Rules Regarding Award Travel on AM Air Partners. (a) Aeromexico and the Company agree to form a working group with appropriate personnel resources from each Party to review and agree upon a restructuring of the current Program flight redemption options display and booking processes relating to the redemption by Club Premier members of award tickets on flights operated by Aeromexko and AM Air Partners to reflect the Parties' priorities regarding such matters. Matters to be included in this review and agreement include: (i) The rules regarding the order of display of booking options on Aeromexico Flights and AM Air Partners when the O&D flight covered by the award ticket requested is available in an Aeromexico Flight award ticket option with similar service conditions. (ii) Any additional steps (e .g. accessing a separate web page on the Company's web site) to be required for a Member to book award ticket travel on AM Air Partners when an Aeromexico operated flight with similar service conditions is available (iii) Any limitations on the Company's advertising or publicity in its channels related to redemptions of flights on AM Air Partners that compete directly with Aeromexico-operated flight. (b) The Parties agree to use commercially reasonable efforts to agree with respect to steps to be taken in connection with the matters set forth above by no later than December 31, 2020 and to commence implementation of such new structures in early-2021. 16

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Section 3.13 Operational Matters Improvements. (a) Aeromexico and the Company agree to form a working group with appropriate personnel resources from each Party to review and agree upon certain specific operational and administrative processes and activities that the Parties would like to implement in order to streamline and standardize such processes. (b) The Parties will work diligently to prepare process manuals, time and responsibility and other workflow and/ or similar documents that would be incorporated by reference into this 2020 Amended CPSA and become binding on the Parties and act as a "safe harbor" for a Party in compliance with such binding documents. (c) The matters to be reviewed and agreed include: (i) Sale by the Company of incidental Aeromexico revenue tickets to Members redeeming Points for award tickets, including allocation of payment and other risks in connection with such transactions; (ii) Processing by Aeromexico of incidental redemptions of award tickets and Ancillary Products for Members purchasing revenue tickets in Aeromexico channels. Allocation of payment and other risks in connection with such transactions; (iii) Use by tl1e Company of UATP cards issued by Aeromexico in connection with payment of charges generated in Sabre during redemption transactions (award tickets, ancillary products, and other relevant transactions; (iv) The respective responsibilities of the Parties in connection with accrual and redemption billing, payment, pass-through payments and other related matters relating to the participation of AM Air Partners in the Program, and the participation by Aeromexico in the FFPs of AM Air Partners to the extent that such participation may involve the Program; · (v) Listing and processing of the Company's ancillary products (e.g. redemption fees, direct Point sales to Members, other charges, etc.) in the Sabre system; (vi) The use by a Party of the other Party's merchant processors and payment gateways for payments; (vii) Discussion and agreement on administrative fees payable by the Company for use of Aeromexico IATA numbers during award ticket issuance process; and (viii) Other administrative and/ or operational matters requested by either of the Parties. (d ) The Parties agree to use commercially reasonable efforts to agree with respect to steps to be taken in connection with the matters set forth above by no later than December 31, 2020 and to commence implementation of such new structures in early-2021. 17

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Section 3.14 Joint Program-Related Marketing Efforts. Aeromexico and the Company agree to form a working group with appropriate personnel resources from each Party to review and agree upon certain specific marketing activities that the Parties may undertake, either jointly or individually, using Program and individual Party platforms, in order to promote the other Party's business activities and products and services. Section 3.15 Changes to Club Premier and Aeromexico Web Sites. Each of Aeromexico and the Company will devote commercially reasonable resources in order to modify their respective web sites on an expedited basis to reflect the changes to the Program required as a result of the modifications contained in this 2020 CPSA Amendment and all other current and future matters covered by this 2020 CPSA Amendment. Section 3.16 CP Steering Committee. In order to manage more effectively the participation of Aeromexico in the Program, the Parties agree to constitute a steering committee (the "CP Steering Committee") with the characteristics and functions described below. The CP Steering Committee shall: (a) Composition; Support. Consist of an equal number of representatives from each Party that will meet from time to time, but no less frequently than quarterly. The members of the CP Steering Committee may seek support from other areas of Aeromexico and the Company, such as finance, systems, marketing, etc., when such support is appropriate for the matter under consideration. (b) General Activities. Among other activities, monitor the implementation of the agreements set forth in this Amended CPSA, coordinate the flow of commercial, financial and other information between Aeromexico and the Company, as well as undertake the review, development, implementation and other activities set forth herein and such other activities as Aeromexico or the Company may request from time to time. The CP Steering Committee will make recommendations to Aeromexico and the Company for the purpose of improving the value, attractiveness, operation and image and reputation of Aeromexico' s participation in Club Premier. ARTICLE IV ACCRUALS Section 4.1 Accrual Rate. The price to be paid (the "Accrual Rate") for base and bonus Points purchased by Aeromexico from the Company for crediting to its customers' accounts is, as of the 2020 Amendment Commencement Date, 18

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Section 4.2 Adjustments (a) Standard Adjustments. On each Standard Adjustment Effective Date, the Accrual Rate shall be adjusted for the following period in accordance with the terms of the Standard Adjustment Formula. (b) Special Adjustments. Upon the occurrence of a Special Adjustment Trigger Event, the Accrual Rate shall be adjusted effective Section 4.3 Current Accrual Structure. The Accrual Structure as of the 2020 Amendment Commencement Date for accrual of Premier Points by Aeromexico customers that are Members is set forth in Exhibit B-1. Section 4.4 RBM Accrual Structure. (a) Following notification by Aeromexico as set forth below, the Accrual Structure will be modified from a distance-based accrual model to a revenue-based accrual model ("RBM") as described in this Section 4.4 and Exhibit B-2. (b) Reasonable and documented actual IT costs incurred by the Company in connection with such modification will be for the account of Aeromexico as set forth in Section 4.5(e). (c) Effectiveness; Announcement. (i) Promptly following execution of this 202 Amended CPSA, the Parties shall commence all commercially reasonable steps required to convert the Accrual Structure to the RBM, including information technology, software, and other required infrastructure. Following confirmation by Aeromexico and the Company that all such required systems and IT infrastructure changes have been completed (not to be unreasonably withheld or delayed), Aeromexico may notify the Company that modifications to the Accrual Structure will become effective 90 days after written notice from AM to the Company (the "RBM Effective Date"). (d ) The Parties agree to take measures to be agreed to announce the new Accrual Structure to Members and promote Member awareness of such change prior to its effectiveness, commencing promptly after the execution of this 2020 Amended CPSA. (e) Accrual Administration. (i) For purposes of calculating Member accrual credits on a timely basis, Aeromexico will provide the Company with appropriate access to its fare, surcharge, PNR and other information corresponding to ticket prices and other information in a format, frequency and with other characteristics as may be agreed from time to time between the Parties. The Parties will discuss work-arounds or other solutions in the event the such information provided by Aeromexico is missing necessary information to process and credit accruals on a timely basis. 19

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(ii) The Parties shall provide all commercially reasonable cooperation in connection with the process of setting up the software and other processes required to provide such ticket price and other accrual-required information efficiently and effectively. (iii) Aeromexico and the Company will ensure that the Point accrual standards (i.e. timeliness of automatic and retroactive accruals) shall be equal to or better than the existing standards under the prior distance-based model. The Parties will cooperate to define service levels and business rules for automatic/ retroactive accruals. Section 4.5. Modifications. (a) Aeromexico shall have the right to make modifications to the Accrual Structure; provided, however, prior to the RBM Effective Date, except as set forth in Exhibit B-1, Aeromexico shall not have the right to make any modifications to the Accrual Structure that result in the total Points accrued in respect of any Aeromexico Flight flown by a Member using any ticket with a fare class, fare family or other fare basis listed in or added to the Accrual Structure (b) In the event that Aeromexico adds a new fare class to be added to the Accrual Structure after the 2020 Amendment Commencement Date and prior to the RBM Effective Date, Aeromexico shall promptly notify the Company thereof and add such new fare class to the Accrual Structure. Aeromexico shall also provide reasonable prior written notice of the effectiveness date of such new fare class and its accrual status in order for the Company to make the necessary adjustments in the Accrual Structure. (c) Notice of Modifications. Aeromexico shall provide the Company with three (3) months prior written notice before any modification to the Accrual Structure shall become effective. Aeromexico shall provide reasonable cooperation with the Company in connection with the implementation of any such modification. The Parties will engage in reasonable consultations prior to Aeromexico providing notice of any modifications pursuant to Section 4.5(a) in order to permit the Company to make changes to its systems and operations and provide notice to Members in connection with any such modifications. (d) Company Adjustments. The Company shall make all necessary adjustments in the Program system to calculate the Points accruals by Aeromexico customers that are Members and apply them to such Members' accounts. (e) Payment for IT Changes. Aeromexico will pay for the reasonable and documented actual costs to the Company of any information technology changes required by material changes to the then current Accrual Structure. Section 4.6 Accrual Minimum. 20

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(a) Minimum Purchases. Commencing in respect of calendar year 2020, Aeromexico shall purchase from the Company during each calendar year (the "Minimum Purchase Calculation Period") Premier Points with a purchase price (the "Minimum Point (b) Special Payments. If at the end of any Minimum Purchase Calculation Period, Aeromexico has not purchased such Minimum Ticket Purchase Amount for such calendar year, the Company shall prepare and deliver to Aeromexico an invoice containing the amount remaining to reach such Minimum Point Purchase Amount for such Minimum Purchase Calculation Period and Aeromexico shall pay such amount (subject to the netting procedure set forth in Section 12.2) within thirty (30) days of having received such invoice. Such payment shall not be included for purposes of calculating any Minimum Point Purchase Amount for the then current or any future Minimum Purchase Calculation Period. Section 4.7 Optional Promotional Points Purchases. (a) Aeromexico shall be entitled to purchase Points at the Accrual Rate, or such other price as may be agreed between the Parties from time to time, to promote routes, fare classes/bases, elite status promotions and other airline-related activities through accrual or redemption incentives as determined by Aeromexico, after consultation with the Company. (b) Such purchases shall be on a non-obligatory basis, but Aeromexico and the Company agree that Aeromexico shall seek to obtain authorization to establish a regular schedule for and amounts of such purchases and shall notify the Company on a timely basis of such schedule and amounts and the intended promotional activities for purposes of the Company's operational and promotional activities relating to such purchases. (c) Aeromexico intends for any such Points purchased to be utilized in promotional activities on a short-term basis but, unless the Company shall provide its prior consent in writing, any such Points shall expire 12 months after the payment dates in connection with the purchase of such Points. Section 4.8 Obligatozy Promotional Pool. The provisions of Section 4.6, as set forth in Amendment No. 2 are terminated with effect from April 1, 2020. Section 4.9 Accrual for Purchase of Ancillazy Products by Members. (a) Current Accrual Structure. 21

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(i) From time to time, Aeromexico, in its sole discretion but after reasonable consultations with the Company, may elect to designate certain Ancillary Products as eligible for accrual of Premier Points under the Accrual Structure based on accrual rates to be determined by Aeromexico. Other related terms and conditions with respect to such accrual, e.g. whether Premier Points awarded by Aeromexico in connection with such accruals shall qualify for obtaining Program elite status, shall be determined by Aeromexico in its sole discretion after reasonable consultations with the Company. (iii) Any such notice shall be provided in writing no less than ninety (90) days after receipt by the Company of a written notice thereof. (b) RBM Accrual Structure. (i) Following the RBM Effective Date, subject to the completion of any necessary systems or IT infrastructure capability modifications, Aeromexico will designate the purchase of Upgrades and seat selection-related Ancillary Products as eligible for accrual of Points at the rate set forth in Exhibit B-2. (ii) Furthermore, from time to time following the RBM Effective Date, Aeromexico, in its sole discretion, may elect to designate certain additional Ancillary Products as eligible for accrual of Premier Points based on per Dollar accrual rates to be determined by Aeromexico. Other related terms and conditions with respect to such accrual, e.g. whether Premier Points awarded by Aeromexico in connection with such accruals shall qualify for obtaining Program elite status shall be determined by Aeromexico in its sole discretion. (iv) Such designation shall be effective as notified by Aeromexico to the Company in writing, but no less than ninety (90) days after receipt by the Company of a written notice thereof. Section 4.10 Member Accrual Protection. In the event a Member is re-booked, as a result of a cancellation, schedule change or similar event requiring passenger protection, into a non-qualifying flight or fare class/basis under then applicable accrual rules, such Member will accrue Points based on the original fare class/basis purchased by such Member. 22

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ARTICLEV REDEMPTIONS Section 5.1 General. (a) All Aeromexico Flights shall be eligible for redemption by Members and Aeromexico shall honor reward tickets for travel on such Aeromexico Flights obtained through the redemption of Points as set forth herein. Such reward tickets shall be purchased by the Company as set forth in Section 5.2 for Flat Fare Redemptions and in Section 5.4 for Dynamic Redemptions. "Flat Fare Redemption" shall mean an award ticket obtained by a Member through the current or future Company Air redemption product process, using a specific reservation booking designator ("RBD") in the Aeromexico reservation system assigned to Flat Fare Redemptions. As of the 2020 Amendment Commencement Date, the RBD for a Flat Fare Redemptions is "S" in economy service class and "Z" in business service class. "Dynamic Redemption" shall mean an award ticket obtained by a Member through the current or future Company Air redemption product process, using any prime booking code (a "PBC") in the Aeromexico reservation system assigned to published fares available for purchase by Aeromexico customers. Aeromexico may modify these booking classes from time to time and will notify the Company ninety (90) days prior to the effective date of any such modification. Section 5.2 Flat Fares. (a) Current Flat Fares. The Flat Fares in effect as of the 2020 Amendment Commencement Date are set forth in Exhibit C-1. (b) Average Redemption Costs. The Company shall not make any claim for an adjustment of Flat Fares based on the provisions of this Section 5.2(b) in the Original CPSA. (c) Adjustments (i) Standard Adjustments. On each Standard Adjustment Effective Date, Flat Fares then in effect shall be adjusted for the following three (3) year period on such Standard Adjustment Effective Date and the subsequent two (2) January 1 dates in accordance with the terms of the Standard Adjustment Formula. 23

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(ii) Special Adjustments, Upon the occurrence of a Special Adjustment Trigger Event, Flat Fares will be modified effective on the next Special Adjustment Effective Date in accordance with the Special Adjustment Formula. (d) Taxes, Non-Fuel Surcharg:es and Rules and Fees. Seats redeemed using Flat Fares shall be subject to the same taxes and surcharges (other than fuel surcharges) that are applicable to the lowest Aeromexico Published Fare class for the corresponding route. Rules and fees applicable to bookings, changes, cancellations and similar matters for Flat Fare award redemptions will comply with the Program policies applicable to all award tickets set forth in Exhibit C-5. (e) Fuel Surcharg:es; Supplemental Fees. (i) Fuel Surcharg:es. Following the 2015 Amendment Effective Date, Aeromexico shall not apply fuel surcharges to award tickets redeemed by Members. (ii) Supplemental Fees. During the period from the 2015 Amendment Commencement Date through December 31, 2017, the Company shall be entitled to collect certain supplemental amounts ("Supplemental Fees") in lieu of fuel surcharges formerly applied by Aeromexico to award tickets redeemed using Flat Fares. Supplemental Fees shall be separate charges from the redemption or similar fees that the Company charges Members in connection with award ticket redemptions prior to the 2015 Amendment Commencement Date and shall not be designated as fuel surcharges or other label that may cause Members to infer that such Supplemental Fees are Aeromexico-imposed charges. After December 31, 2017, no such Supplemental Fees or other charges of a similar purpose or nature may be charged or collected by the Company. Section 5.3 Flat Fares Seat Allocation. (a) General. 24

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(ii) Compliance; Information. Compliance by Aeromexico with Monthly Route Average Minimum and Per Flight Minimum requirements will be monitored by the Company on an ongoing basis using relevant reports from the Aeromexico revenue management system, to be made available to the Company without unreasonable delay. The minimum data required for the above mentioned reports is set forth in Exhibit C-6. The Parties have agreed to institute promptly following the date of this 2020 Amended CPSA, availability reporting to give the Company access to Aeromexico information regarding redemption availability. Aeromexico will provide the information to create these reports every other week, including: (A) Redemption availability by flight number, departure date, and cabin for next 12 months in number of seats and percentage of capacity; and (B) Booked redemptions by flight number, departure date, and cabin for next 12 months in number of seats and percentage of capacity (b) Timing and Placement. Aeromexico shall place Flat Fare award redemption seats allocated to Monthly Route Average Minimum and Per Flight Minimum requirements in the Aeromexico reservation system when a flight is created. Aeromexico shall take steps to ensure that the Flat Fare award fare class is inserted in the Aeromexico fare hierarchy no lower than the "M" fare class for coach class and the "D" fare class for business class or future equivalent class that represents substantially the same proportion of seat allocations in the event of a change in such fare hierarchy, so that such seat allocation inventory is not lost due to Aeromexico closing fare classes as part of its yield management or other fare/ inventory management efforts or otherwise. The Company may allow award redemption fare class inventory to be returned to Aeromexico if it believes, in its sole discretion, that such inventory will not be used for award redemption tickets. (c) Exceptions. Notwithstanding the restrictions set forth in Section 5.4(a) and (b): (i) Aeromexico may sell seats previously allocated to Flat Fare award redemptions as long as Monthly Route Average Minimum and Per Flight Minimum requirements are met; (ii) Aeromexico shall be entitled to released previously allocated award seats back into its general seat inventory to three (3) days prior to flight departure for Mexico domestic flights and seven (7) days prior to flight departure for international flights; and 25

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(d ) Cooperation. Aeromexico and the Company shall cooperate in order to maximize Aeromexico capacity utilization to enhance Aeromexico revenue and the Company access to Flat Fare award redemption seats within the guidelines set forth in this 2020 Amended CPSA. (f) Limitations on Eligibilijy. Seats allocated to Flat Fare award redemptions under the Monthly Route Average Minimum and Per Flight Minimum allocations (i) may not be eligible for redemptions by members of loyalty programs of SkyTeam airlines or other airline partners of Aeromexico, and (ii) are eligible for redemptions by any member of the Program. All Premier Points from any accrual source may be redeemed by Members for Flat Fare awards. Section 5.4 Dynamic Fares. (a) General. The description of the discounts from Aeromexico's Published Fares applicable to Dynamic Fare redemptions applicable as of the date of this 2020 Amended CPSA is set forth in Exhibit C-3. There shall be no discounts for other Published Fare classes that are not listed in Exhibit C-3. In the event that Aeromexico changes its fare structure, the Company shall be entitled to the same discounts on the nearest equivalent fare in the new structure. 26

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(b) Availability. Dynamic Fares may be used to redeem any seat on an Aeromexico Flight that is available to be purchased using Published Fares. The Company will also be permitted to offer redemptions using Dynamic Fares on Aeromexico-marketed flights operated by an AM Air Partner. (c) Credits for Non-Compliance. If Aeromexico shall fail to honor an award redemption request using a Dynamic Fare in respect of a seat available for purchase using a eromexico shall provide commercially reasonable assistance to the Company with respect to any investigation by the Company into a potential refusal to redeem seats using Dynamic Fares. To establish a failure by Aeromexico to redeem seats using Dynamic Fares, evidence must be provided by the Company through a comparison of simultaneous inventory check of seats available for Published Fares and seats available for redemption through Dynamic Fares. (d ) Taxes, Surcharg:es and Rules and Fees, Seats redeemed using Dynamic Fares shall be subject to the same taxes and surcharges that are applicable to the corresponding Aeromexico Published Fares applicable to such seats unless otherwise stated in this 2020 Amended CPSA. Rules and fees applicable to bookings, changes, cancellations and similar matters for Dynamic Fares will be subject to Program policies applicable to all Program award ticket redemptions set forth in Exhibit C-5. Discounts applicable to Dynamic Fares are calculated on the base fare and do not include taxes and surcharges. (f) Rules and Fees. The rules and fees applicable to bookings, changes, cancellations and similar matters for Dynamic Fares shall be the same as the rules and fees applicable to all Club Premier award ticket seats set forth in Exhibit C-5. 27

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Section 5.5 Award Ticket Redemption Requirements. (a) Flat Fare Redemption Requirements. (i) The Points redemption requirements of the Program as of the 2020 Amendment Commencement Date for Flat Fare Redemptions for travel on Aeromexico are set forth in Exhibit C-4 (the "Flat Fares Redemption Table"). (ii) Modifications. 'Ibe Company shall be entitled to make modifications to the Flat Fares Redemption Table as long as each proposed modification shall be Competitive. For purposes of the determination whether such proposed modification is Competitive, such comparison shall be made to the category of redemption on each such Most Relevant Competitor that most closely resembles the category of redemptions under the Program corresponding to Flat Fares with respect to characteristics such as inventory availability, pre flight minimum times required for booking and other similar characteristics. Generally, such most comparable categories of redemptions would correspond to the standard redemption level of a loyalty program, which, in the absence of applicable alternate structures shall be considered as the middle redemption level in a 3-level program, or the higher redemption level in a 2-level program. 28

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The Parties agree that, as of the date of this 2020 Amended CPSA, the Most Relevant Competitor group is composed of the following airlines for O&D flights operated by Aeromexico within or between the following regions as set forth below. As an example of whether a hypothetical O&D award ticket between two regions is Competitive: 29

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(iii) Notice of Material Changes. The Company shall provide Aeromexico with three (3) months prior written notice before any material change to the redemption requirements becomes effective. Aeromexico shall provide reasonable cooperation with the Company in connection with the implementation of such modification. (b) Dynamic Redemption Points Calculation. The Company shall establish the number of Points required to obtain a Dynamic Redemption award ticket using the Dynamic Fare underlying such Dynamic Redemption divided by the Dynamic Fare Conversion Factor, in order to establish the number of Points required for a Dynamic Redemption; provided, however, that, unless the Parties agree otherwise in writing, the number of Points required for a Dynamic Redemption shall not be less than the number of Points required for a Flat Fare Redemption of the same O&D Flight requested for a Dynamic Redemption. In the event that the Company shall establish a maximum number of Points required for a Dynamic Redemption and the application of such maximum number would result in a number of Points required for such Dynamic Redemption of be less than the number required by a strict application of the Dynamic Fare Conversion Factor, the Parties agree that no corresponding or other adjustment shall be made to the Dynamic Fare to be paid by the Company to Aeromexico used for such Dynamic Redemption. Section 5.6 Company Annual Minimum Ticket Purchase Amount. 30

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(b) Special Payments. If at the end of any calendar year, the Company has not purchased such Minimum Ticket Purchase Amount for such calendar year, Aeromexico shall prepare and deliver to the Company an invoice containing the amount remaining to reach such Minimum Ticket Purchase Amount for such calendar year and the Company shall pay such amount (subject to the netting procedure set forth in Section 12.2) within thirty (30) days of having received such invoice. Such payment shall not be included for purposes of calculating any Minimum Ticket Purchase Amount during the Minimum Purchase Calculation Period in which such payment is made. Section 5.7 Upgrades. (b) The Parties agree to consult and work diligently in good faith on the preparation of terms and conditions and technical capabilities that would apply to the implementation of a redemption option for Members based on an Upgrade dynamic redemption discount formula for Members and a corresponding amount payable by the Company to Aeromexico in connection with such Upgrade redemptions and to implement such redemption option by no later than December 31, 2020, or such other date as the Parties may agree. Section 5.8 Cash Plus Point Payments. (a) The Company shall develop and implement by no later than March 31, 2016 a program that permits Members to purchase travel on Aeromexico using a mixture of accrued Premier Points and cash utilizing Flat Fares, Dynamic Fares or other award ticket fares, flight as the award ticket being redeemed, and (b) in the case of Dynamic Fares or similar award ticket fares, the corresponding Published Fare. The Company also has the right to sell Aeromexico revenue tickets to Members for which Premier Points are not utilized. In such a case, the Company will pay Aeromexico the Published Fare paid by the Member. For clarity purposes, the discounts applicable to Dynamic Fares will not apply to a revenue ticket that does not include redemption of Points. 31

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(b) AM and the Company agree to form a working group with appropriate personnel resources from each Party to determine the feasibility and impact of implementing Cash+ Points Purchases products in Aeromexico channels. If the implementation of such product is agreed, the Parties will determine the applicable terms and conditions, deadlines and required efforts for implementation. Section 5.9 Aeromexico Redemption Promotions. (a) In the event that Aeromexico shall propose a special award promotion to the Company for the sale of distressed inventory or other similar situations, the Company shall take reasonable measures to communicate and market such promotion to Members. Seats allocated for such promotions shall not be included in the Monthly Route Average Minimum or Per Flight Minimum seat allocations to Flat Fares. If in the event that such special award promotions are agreed, the Company and Aeromexico will cooperate to determine appropriate communications of such promotions and whether the costs of communication will be shared and in what proportion. (b) Aeromexico and the Company agree to form a working group with appropriate personnel resources from each Party to review and agree upon the terms and conditions on which either Party may propose Points redemption promotions on Aeromexico flights or other products on more favorable terms for Members. (c) Aeromexico and the Company agree to form a working group with appropriate personnel resources from each Party to review and agree upon the terms and conditions applicable to Points redemption options for the non-air portions of Gran Plan and other Aeromexico vacation or similar non-air products. (d ) The Parties agree to use commercially reasonable efforts to agree with respect to steps to be taken in connection with the matters set forth in Section 5.11(b) and (c) above by no later than December 31, 2020 and to commence implementation of such new structures in early-2021. Section 5.10 Reports. The Company and Aeromexico shall cooperate to develop a system for producing information and tracking reports that will be provided by each Party for monitoring award ticket redemptions, including advanced booking reports. The frequency of such reporting will be determined by the Parties based on the business impact and necessity for cooperation between the Parties in order to optimize results. In some cases, reports, especially those related to capacity and bookings, will be required on a weekly basis. Aeromexico will provide all the necessary airline booking and ticketing reports without undue delay to the Company as is required to measure and track award ticket redemption activity and costs. The Company shall fund any investment required to produce such reports. Section 5.11 Taxes and Surcharges. 32

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(a) Collection. In the event that a Member shall obtain an award ticket from the Company, the Company shall collect payment of all amounts owed by such member to Aeromexico in accordance with the applicable fare rules and other Aeromexico policies applicable to such ticket, including any taxes and surcharges and other similar amounts, and pay the exact amounts collected from such member to Aeromexico during the next billing cycle. Upon issuance of a ticket, the Company will collect relevant government and airport taxes and any fuel and other airline surcharges and shall pay the exact amounts collected to Aeromexico. (b) Pari Passu Treatment. Unless otherwise specified in this 2020 Amended CPSA, Aeromexico shall apply the same policies relating to the amounts and timing of application of taxes and surcharges to award tickets that it applies to revenue tickets for the corresponding fare class. For purposes of determining the corresponding fare class for taxes and surcharges, Flat Fares shall be considered to be the lowest Aeromexico Published Fare class for the corresponding route and Dynamic Fares or other similar award ticket fares, the corresponding Published Fare. Aeromexico may not implement any fees or surcharges applicable specifically to award tickets. (c) Waivers; Compensation. At any time that Aeromexico elects to waive any Company ticketing or other similar fee for any Club Premier member, such waiver shall constitute an Additional Service provided by the Company for Aeromexico, for which Aeromexico will compensate the Company through a service fee equivalent to the loss of such ticketing fee or other fee revenue (if ticketing is performed by the Company). (d ) Additional Charges. Any additional charges that the Company may collect from Members in respect of Company charges, as agreed between the Company and such Members, will be retained by the Company. Section 5.12 Pari Passu Passenger Treatment. (a) Surcharges, Wait Listings, Fare Rules, etc. Aeromexico shall apply the same policies and practices to Members holding validly issued award tickets as it applies to passengers holding revenue tickets in respect of matters including the application of surcharges, wait list policies, application of fare rules, unless otherwise specified in this 2020 Amended CPSA or agreed with the Company. (b) Other Payments. Aeromexico shall also provide pari passu treatment to award ticket holders as compared to revenue ticket holders regarding food and lodging vouchers and/ or payment in the event of flight delays and other similar situations and any other benefits. Any costs and expenses involved in providing such benefits shall be home by Aeromexico, unless Aeromexico shall arrange for a third party (o ther than the Company) to cover such costs and expenses. For avoidance of doubt, the Company shall not be liable for paying or reimbursing any of the costs or expenses referred to in this paragraph. Section 5.13 Schedule Changes. 33

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(a) Aeromexico-Initiated Ornnges. In the event of an Aeromexico-initiated schedule change that affects a previously-made award reservation or a previously issued award ticket, the following provisions shall apply: (i) Once an award ticket is issued, Aeromexico will be responsible for any Aeromexico-initiated schedule changes (including such changes required by weather conditions) that affect the passenger holding such award ticket. Aeromexico shall protect such affected Member with other flight arrangements on the same basis that it has extended to affected Aeromexico passengers using revenue tickets; (ii) If any Member visits an Aeromexico ticket office or other Aeromexico distribution channel to re-ticket or carry out any necessary changes as a result of such Aeromexico-initiated schedule change, Aeromexico shall process such changes with no charge to the affected Member; and (b) Voluntary Schedule Changes. In the event of a voluntary passenger-requested schedule change, the Company will be responsible for processing such request. Changes in award tickets must be booked in equivalent or lower-fare booking classes on the same route or a fare leveling charge must be paid either by the passenger or by the Company. Any fare leveling charge shall equal the difference between (i) Flat Fare or Dynamic Fare for the new award ticket minus (ii) the original Flat Fare or Dynamic Fare paid in respect of the previous award ticket. Any such fare leveling charges will be paid to Aeromexico in the next billing cycle. In the event that a schedule change results in a lower cost of award ticket to the Company, Aeromexico will issue an MCO or equivalent credit mechanism for the differential in the fare. (c) Fees. If any Member visits an Aeromexico ticket office or other Aeromexico distribution channel to carry out a schedule change, Aeromexico may charge a fee to such member for handling such change. In no event shall this fee be greater than the corresponding applicable fees for voluntary schedule changes to award tickets charged by the Company. Fare leveling charges, if applicable, may also be applied by Aeromexico for award ticketing of voluntary schedule changes in Aeromexico ticket offices. Section 5.14 Company Ticketing Capability. (a) The Company may issue award tickets utilizing the Aeromexico reservations and ticketing system. Aeromexico shall provide reasonable training opportunities periodically for the Company employees or agents to carry out this function. All costs associated with such ticketing and training activities shall be for the account of the Company. 34

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(b) The Company may sell and issue Aeromexico revenue tickets in circumstances in which a Member requests the purchase of such revenue ticket in connection with the issuance of an award ticket. The Company shall not be entitled to any commission or other compensation in connection with the sale and issuance of revenue tickets, except in connection with exceptions as may be agreed from time to time by the Parties, such as for Club Premier's Experience Stores; provided, however, that in the event that fraud is committed in connection with the sale of such revenue tickets, the obligation of the Company to reimburse Aeromexico for any losses suffered by Aeromexico as a result of such fraud shall be limited to the total amount of booking or ticketing fees received by the Company during the previous twelve (12) month period in connection with the issuance of award and revenue tickets. Any losses incurred by Aeromexico in excess of such total amount shall be for the account of Aeromexico. Section 5.15 [Intentionally Left Blank] Section 5.16 Redemption Fee Waiver. The Company shall use commercially reasonable efforts to develop and implement as soon as possible, but in any event by no later than December 31, 2016, a program that permits Member with a Titania Membership level one (1) waiver during each twelve (12) month period of applicable redemption, booking or similar fees charged by the Company to redeem one (1) award ticket. Such redemption must be performed on the Company's website. Section 5.17 Guaranteed Titania Redemption. Aeromexico shall guarantee one (1) award ticket redemption during each twelve (12) month period for each Member with a Titania Membership level applicable to travel on any Aeromexico O&D Flight as long as there is inventory availability on the requested flight. The Company will pay the corresponding Flat Fare for such redemption, but will not compensate Aeromexico for any additional displaced revenue. Section 5.18 Redemption Transactions by Aeromexico and/ or Authorized Agents. (a) Ancillary Products and Upgrades. Aeromexico and any Authorized Agent (such Authorized Agent an "Authorized Ancillary Agent") shall be entitled to carry out redemption transactions in Aeromexico Direct Channels for Upgrades and Ancillary Products that may be offered by Aeromexico to Members for purchase by means of redemption of Premier Points from time to time and to issue any documents (e lectronic or other form) required to be issued in connection with such redemption transactions (" Ancillary Redemption Documents"). The Parties agree to consult and work diligently in good faith on the implementation of all technical requirements that would apply to the issuance of Ancillaries and Upgrades by Aeromexico and any Authorized Ancillary Agents in Aeromexico Direct Channels and to implement such requirements by no later than December 31, 2020, or such other date as the Parties may agree. 35

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(b) Award Tickets. Any Authorized Agent designated by Aeromexico and approved by the Company (an "Authorized Ticket Agent") shall be entitled to carry out redemption transactions in Aeromexico Direct Channels for award tickets that may be offered pursuant to this Agreement to Members for purchase by means of redemption of Premier Points from time to time and to issue such award tickets, (including award tickets payable by the Company based on Flat Fares and Dynamic Fares). The initial list of Authorized Ticket Agents is set forth in Exhibit I. Any such Authorized Ticket Agent shall be entitled to collect from (c) Award Ticket Redemption in Aeromexico Direct Channels. Commencing on the 2020 Amendment Commencement Date, the Parties agree to consult and work diligently in good faith on the preparation of terms and conditions and technical capabilities that would apply to the issuance of award tickets by Aeromexico and all its Authorized Agents in Aeromexico Direct Channels and to implement such capabilities by no later than December 31, 2020, or such other date as the Parties may agree. (d ) Changes and Cancellations. (i) Each of Aeromexico and/ or any Authorized Ancillary Agent shall be entitled to process changes to and/ or cancellations of Ancillary Redemption Documents, as may be permitted under applicable Aeromexico rules and policies and (ii) each Authorized Ticket Agent shall be entitled to process changes to and/ or cancellations of award tickets as may be pemtitted under applicable Aeromexico rules and policies, in each case including the re-deposit of Premier Points into the Member's account in accordance with the applicable policies of the Company. (e) Change and Similar Fees. Any Authorized Ticket Agent shall be entitled to collect from Members and retain any change fee, cancellation fee, re-deposit fee or other fee that may be payable by Members from time to time in connection with such change, cancellation and/ or re-deposit transactions performed by such Authorized Agent as set forth in Exhibit C -5. (f) Support. Aeromexico, any Authorized Ancillary Agent and any Authorized Ticket Agent, as the case may be, may utilize the tools, redemption channels (including any Company call center) and processes available from the Company as of the 2020 Amendment Commencement Date in connection with, in the case of (i) Aeromexico and any Authorized Ancillary Agent, issuing Ancillary Redemption Documents and, (ii) any Authorized Ticket Agent, issuing award tickets, and in each case carrying out related change, cancellation and re-deposit transactions involving the Premier Points balances of Members. In connection with providing, implementing, testing and training the relevant personnel with respect to such tools, redemption channels and processes, (x) the Company shall provide commercially reasonable assistance in establishing connections and interfaces and providing support by Company personnel and such redemption channels in order to permit the necessary functionality to perform such issuance and other transactions, (y) Aeromexico shall provide commercially 36

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reasonable support and assistance as requested by the Company, and (z) both Parties shall discuss and agree upon the priority and timetables for such implementation and related activities. (g) Commencing on the 2020 Amendment Commencement Date, in order to improve service to Members, the Parties agree to consult and work diligently in good faith on the development of the technical capabilities of both Parties required for (x) Aeromexico and any Authorized Ancillary Agent to carry out Ancillary and Upgrade redemption and related transactions and issue Ancillary Redemption Documents, and (y) any Authorized Ticket Agent to carry out award ticket redemption and related transactions and issue award tickets, in each case as permitted by this Section 5.18, independently without reliance on Company personnel and redemption channels and to implement such capabilities at the earliest feasible time. (h) Training. 'The Company shall provide reasonable training opportunities periodically for employees or agents of (i) Aeromexico and/ or such Authorized Ancillary Agents to carry out the issuance of Redemption Documents and, (ii) such Authorized Ticket Agents, to carry out the issuance of award tickets and, in each case, related change, cancellation and re deposit transactions as set forth in this Section 5.18. All costs incurred by Aeromexico and/ or such Authorized Ancillary Agents and Authorized Ticket Agents, as the case may be, with such training activities shall be for the account of Aeromexico and/ or the Authorized Ancillary Agent or Authorized Ticket Agent that carries out such activities. (i) System Changes. (i) Aeromexico and/ or any such Authorized Ancillary Agent shall make all adjustments in Aeromexico' s and/ or such Authorized Ancillary Agent's information technology, systems, and administrative infrastructure required to carry out the issuance of Ancillary Redemption Documents, and (ii) any such Authorized Ticket Agent shall make all adjustments in such Authorized Ticket Agent's information technology, systems, and administrative infrastructure required to carry out the issuance of award tickets and, in each case, any related change, cancellation and re-deposit transactions as set forth in this Section 5.18. The Company shall provide commercially reasonable cooperation to Aeromexico and/ or any such Authorized Ancillary Agent and/ or Authorized Ticket Agent in connection with the implementation of any such adjustments. G) Fraud. In the event that fraud is committed in connection with the issuance of (i) Ancillary Redemption Documents by Aeromexico or any Authorized Ancillary Agent, or (ii) award tickets by Aeromexico or any Authorized Ticket Agent, the obligation of Aeromexico to reimburse the Company for any losses suffered by the Company as a result of such fraud shall be limited to the total amount of any redemption, booking or ticketing fees received by (x) Aeromexico and any such Authorized Ancillary Agents or (y) Aeromexico and any such Authorized Ticket Agents, as the case shall be, during the previous twelve (12) month period in connection with the issuance of Ancillary Redemption Documents and award tickets, respectively. Any losses incurred by the Company in excess of such total amount shall be for the account of the Company. (k) Payments. All payments in respect of Points redeemed in connection with the issuance of (i) Ancillary Redemption Documents by Aeromexico or any Authorized Ancillary Agent, or (ii) award tickets by any Authorized Ticket Agent, shall be made by the Company utilizing the payment process agreed with Aeromexico in connection with the issuance of certain 37

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award tickets (Dynamic Fares) and the purchase of Upgrades and Ancillary Products by the Company in connection with redemption transactions carried out by the Company on behalf of Members. The applicable provisions of Section 12.1. and 12.2 of this Agreement shall apply to such payments made by the Company as set forth in the first sentence of this Section 5.18(k). ARTICLE VI EXCLUSIVITY Section 6.1 Aeromexico Exclusivity. (a) General. Aeromexico shall not create, engage in or participate in another loyalty program targeted at individuals or corporations during the term of this 2020 Amended CPSA or engage in commercial activities that are the functional equivalent of a loyalty program, except for the following: (i) Participation in loyalty programs operated by airline members of SkyTeam (or any other airline alliance group that Aeromexico may join in the future) or any bilateral code share-related loyalty program of another airline. With respect to any such participation in effect on the Original CPSA Commencement Date, Aeromexico shall not consent to any material modification of the terms and conditions in effect that would provide more favorable treatment to the members of such loyalty program than those in effect on the Original CPSA Commencement Date. With respect to any such participation or any non-reciprocal bilateral code-share related loyalty program arrangement, in each case commencing after the Original. CPSA Commencement Date, Aeromexico and the Company shall agree initially between themselves regarding the terms and conditions relating to the Program applicable to such participation, negotiate jointly with such other alliance or airline and enter into appropriate documentation among all three Parties that reflect the final agreed-upon terms. Such agreed-upon terms shall not be altered in any material way that would provide more favorable treatment to the members of such individual airline loyalty program than those in effect immediately prior to any such alteration. (ii) Following the written consent of the Company (such consent not to be unreasonably withheld), participation in a non-reciprocal code share-related loyalty program operated by another airline. (b) Functional Equivalent. For greater certainty, the functional equivalent of a loyalty program includes those activities that seek to lock in customer loyalty, particularly those that are denominated in a currency such as points, or other frequency-based program such as flight segments. (c) Future Consent. Without the prior written consent of the Company, Aeromexico shall not sell discounted redemption award tickets to any loyalty program except a loyalty program operated by a member of SkyTeam (or a member of any other airline alliance group that Aeromexico may join in the future) or any bilateral code share-related loyalty program of another airline, other than on terms and conditions that were in effect on the Original CPSA Commencement Date. 38

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Section 6.2 Company Exclusivity. (a) General. The Company shall not permit the participation in the Program of (i) another airline or (ii) another company active in the Air travel or transportation industry that competes directly with Aeromexico or its affiliate airlines, including but not limited to, through the sale of Air travel tickets or other airline services, including travel agents, consolidators, tour operators and similar entities, airfreight operators and other similar entities, without obtaining the prior written consent of Aeromexico. In providing such consent, Aeromexico shall not place undue restrictions on the Company should it endeavor to provide additional travel services to Members. For clarity purposes, transportation companies that compete directly with Aeromexico or its affiliate airlines do not include train, bus, ferry, cruise liner, helicopter or private plane. (b) Permitted Exceptions. Hotels, car rental firms and other similar non-air travel and transportation entities that may service or be serviced by the Air travel and transportation industry _may participate in the Program, as long as such entities do not compete directly with any of Aeromexico' s businesses. (c) Preferred Supplier Status. In the case of award redemption for tours, packages and other travel consolidation, Aeromexico (Gran Plan) will have preferred supplier status (on a non-exclusive basis) with the Company as long as the commercial terms offered by Aeromexico are competitive with other alternatives. Section 6.3 Non-Competitive Exclusivity Exception. In the event that either of Aeromexico or the Company shall become Non-Competitive, the exclusivity restrictions applicable to the other Party shall no longer be in effect. (b) The Company. As applied to the Company, "Non-Competitive" shall mean: 39

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(i) At any time when the competitiveness clauses in Section 2.02(f)(iv) and Section 2.02(e) of the AMEX Co-Branded Agreement are in effect, the following definition of "Non-Competitive" will apply to the Company: 40

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(ii) At any time when the competitiveness clauses in Section 2.02(e) of the AMEX Co-Branded Agreement shall no longer be in effect, the following definition of "Non competitive" will apply to the Company: ARTICLE VII ANCILLARY PRODUCT PURCHASES Section 7.1 Purchase of Ancillary Products by Members. (a) Purchase with Premier Points. Members shall be entitled to redeem Premier Points in connection with the purchase of all ancillary products offered by Aeromexico to revenue passengers, including in-flight amenities, lounge access, additional baggage, payment of change and other fees or similar products (" Ancillary Products") (i) in accordance with the terms and conditions established by Aeromexico from time to time related to the purchase of Ancillary Products by revenue passengers, and (ii) for an amount of Premier Points equal to (A) the price of such Ancillary Product established by Aeromexico for revenue passengers divided by (B) the Non-Air Conversion Factor, provided however, that the minimum redemption amount of Premier Points to be utilized in connection with any such purchase shall be 3,000. The Company shall pay to Aeromexico an amount equal to the price for such Ancillary Product charged by Aeromexico to a revenue passenger. The Company may also provide Premier Points redemption mechanisms for such Ancillary Products as part of a co-branded card program. (b) Other Purchases. In the event that a Member shall prefer to purchase such Ancillary Products using a different payment basis, Aeromexico shall permit Members to acquire such ancillary products on the same payment basis as its revenue passengers. (c) Other Benefits. The Company agrees that Aeromexico will be permitted to purchase benefits provided by the Company for Aeromexico elite level Members or for other purposes at a price to be agreed between the Company and Aeromexico. 41

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(d) Other Company Products. Any Company products that are not specifically mentioned in this 2020 Amended CPSA to be offered by the Company that include Aeromexico benefits must be approved by Aeromexico. In connection with any such offer, the Company will take reasonable commercial measures to ensure that Aeromexico costs are not revealed to third Parties, or able to be compared by third Parties to prices offered directly to them by Aeromexico. Section 7.2 Purchase by Company. Aeromexico shall make available to the Company for its use as the operator of the Program all Ancillary Products that Aeromexico makes available to any other significant distributor of its products and services. Section 7.3 Pari Passu Benefits. Aeromexico shall make available to Members substantially similar types, amounts and levels of products, services, functionality, enhancements, promotional opportunities, waivers and favors and other similar benefits that Aeromexico makes available to passengers using revenue tickets purchased through a direct or indirect distribution channel. Section 7.4 Media. Aeromexico shall provide access to the Company of Aeromexico-produced or contracted media (i.e. in-ilight magazines, videos, etc.) at a discount rate and on other terms equal to or better than those provided to other significant distributors of Aeromexico products and services. In addition, Aeromexico shall provide access for the Company to Aeromexico customer touchpoints as identified in Exhibit A-1. ARTICLE VIII OLD POINTS Section 8.1 Liability. Aeromexico shall retain all liabilities and responsibilities in respect of Points accrued by Members prior to the Original CPSA Commencement Date ("Old Points"). Award tickets or portions of award tickets redeemed using Old Points shall not be billed to the Company. If an award ticket is redeemed using a combination of Old Points and Points accrued by Members after the Original CPSA Commencement Date ("New Points"), then the Company shall pay for the portion of the ticket equivalent to the percentage of New Points of the total Points redeemed. Section 8.2 Changes to Terms. The prior written consent of the Company (such consent not to be unreasonably withheld) shall be required before Aeromexico may make any changes to the terms and conditions applicable to Old Points, including but not limited to, expiration and redemption policies. The Company and Aeromexico will cooperate reasonably to ensure appropriate accounting methods and reporting of Old Points. The Company will be responsible for implementing and purchasing any systems required for the accounting and reporting of Old Points. Section 8.3 Other Products. If Old Points are redeemed by Members for non Aeromexico products or services offered by the Company under the Program, then Aeromexico will be responsible for payment to the Company of amounts corresponding to such redemptions. Section 8.4 Old Points Accounting and Elimination. Promptly after the 2020 42

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Amendment Commencement Date, the_Company will prepare a report on current unused balances of Old Kilometers and the Parties will discuss and agree on options for eliminating such balances. ARTICLE IX AM AIR PARTNERS; FFP AGREEMENTS Section 9.1 AM Air Partners. Aeromexico has entered or may enter into agreements that relate to agreements involving FFPs ("FFP Agreements") with AM Air Partners to provide Members with the ability to accrue and redeem Points for flights on and/ or other services with such AM Air Partners and to provide the members of the loyalty program of such AM Air Partners the ability to earn the Currency of such loyalty program and to redeem such Currency in connection with Aeromexico Flights. Section 9.2 Pre-Commencement Date FFPs. Aeromexico and the Company shall be bound by the provisions set forth in the FFP Agreements in effect with AM Air Partners on the Original CPSA Commencement Date (each such FFP Agreement, a "Pre-Commencement Date FFP Agreement"). Section 9.3 New FFP Agreements. (a) Following the Original CPSA Commencement Date, the following terms and conditions shall apply as between Aeromexico and the Company with respect to accrual and redemption transactions involving Members related to any new FFP Agreement or the renewal of a Pre-Commencement Date FFP with an AM Air Partner in which the rates of accrual or redemption change (e ach, a "New FFP Agreement"). Prior to the commencement of negotiations of a New FFP Agreement, Aeromexico and the Company shall agree initially between themselves regarding the commercial and financial terms and conditions relating to the Program to be included in such New FFP Agreement, negotiate jointly with such other alliance or airline with respect to such terms relating to the Program and enter into appropriate documentation among the parties that reflect the final agreed-upon terms. (i) Accrual Transactions. The Company will sell Points to Aeromexico at the price set forth in the relevant New FFP Agreement in connection with the accrual by a Member on a flight on an AM Air Partner. Aeromexico will purchase such Points from the Company at the same price set forth in the relevant New FFP Agreement and shall re-sell such Points to such AM Air Partner at the price set forth in the relevant New FFP Agreement. (ii) Redemption Transactions. With respect to redemption transactions for Members on flights of AM Air Partners under such New FFP Agreements, the Company shall pay to Aeromexico the same amount payable by Aeromexco to such AM Air Partner in accordance with the provisions of such New FFP Agreement. 43

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Section 9.4 Accrual and Redemption under AM Air Partner FFPs. The following provisions shall apply to accrual and redemption by Members on both Pre-Commencement Date FFPS and New FFPs: (a) Aeromexico shall pay the full cost of any Currency purchased from an AM Air Partner when members of the FFP or loyalty program of such AM Air Partner accrue such Currency in respect of travel on an Aeromexico Flight; (b) Points accruals by Members on AM Air Partner-operated flights (whether marketed by Aeromexico or marketed or ticketed by such AM Air Partner) will be calculated strictly in accordance with the relevant provisions of the relevant FFP Agreement between Aeromexico, an AM Air Partner and the Company, if appropriate; (c) Aeromexico shall receive all revenue associated with Points purchased by AM Air Partners when Members accrue Points in connection with travel on a flight on such AM Air Partner. Aeromexico will purchase and the Company shall sell such Points from the Company at the same price to which such AM Air Partner is entitled to purchase Points from Aeromexico under the relevant Pre-Commencement Date FFP Agreement; (d ) Aeromexico shall receive and retain all revenue associated with the purchase of award tickets for an Aeromexico Flight in connection with a redemption by a member of the frequent flyer or loyalty program of an AM Air Partner; and (e) Payments by the Company in respect of award ticket redemptions by Members on AM Air Partner-operated flights marketed or ticketed by such AM Air Partner will be calculated strictly in accordance with the relevant FFP between Aeromexico, an AM Air Partner and the Company, if appropriate. (f) The Company shall pay to Aeromexico or directly to the relevant AM Air Partner the amount of an award ticket corresponding to a redemption transaction by a Member on a flight of such AM Air Partner in accordance with the terms and conditions of the relevant Pre-Commencement Date FFP Agreement or New FFP Agreement. (g) Redemptions will only be permitted in the award ticket fare classes/bases specifically designated in the relevant FFP between Aeromexico, an AM Air Partner and the Company, as appropriate. (h) Dynamic Fare award ticket redemptions on AM Air Partners may only be made if the AM Air Partner flight is marketed by Aeromexico and the PBC is included in Exhibit C-3. (i) Payments by the Company for award tickets or segments redeemed on an AM Air Partner that are based on published fares of such AM Air Partner, such as interline tickets, 44

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shall correspond exactly to such published fares, which Aeromexico will then pay to such AM Air Partner. Section 9.5 Combined Tickets. For any award ticketthat combines AM Air Partner and Aeromexico segments, the Company will pay for such award ticket (i) to Aeromexico (i) the Flat Fare amount or the Dynamic Fare amount corresponding to such segment and (ii) to such AM Air Partner in accordance with the relevant provisions of the respective FFP Agreement and/ or this 2020 Amendment. Section 9.7 Redemption Fees. The Company shall be entitled to establish, in its sole discretion, the fees payable by Members for the redemption of award tickets for flights operated by AM Air Partners, regardless of the Channel in which such redemption is made. In the event that Aeromexico processes redemption transactions related to such award tickets for flights operated by AM Air Partners in Aeromexico Direct Channels, Aeromexico may collect a service fee equal to the amount of such redemption fee established by the Company for such service, which will be retained by Aeromexico to cover its cost associated with the provision of such service. Section 9.8 Global Alliance FFP Matters. In the event that any proposed rule or policy of the Global Alliance relating to FFPs or otherwise affecting the Program is presented to Aeromexico requesting its approval, Aeromexico shall, promptly after receiving written notice thereof, notify the Company of such proposed rule or policy and shall, if Aeromexico receive a recommendation from the Company with respect to such approval prior to fourteen (14) days before such approval is due, give due consideration to such recommendation in connection with the preparation and delivery of its response to such request for approval. Section 9.9 New Alliances. Aeromexico shall be entitled to change its membership in any Global Alliance or to terminate its membership in any Global Alliance and remain independent without the consent of the Company: provided, however, that, Aeromexico shall inform the Company of its intent regarding such change with reasonable anticipation. Section 9.10 Introduction. Subject to Section 9.l(b), Aeromexico shall be responsible for ensuring that the Company is successfully introduced to any new Global Alliance, a new loyalty program of an AM Air Partner in respect of a New FFP Agreement, with the understanding that each Party shall be responsible for the requirements of such new Global Alliance or new AM Air Partner that fall within each Party's workscope and/ or responsibilities. Section 9.11 Global Alliance Matters. The Parties agree to cooperate and work diligently to develop and implement a list of matters and operations manual relating to the 45

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operation and administration of Global Alliance matters relating to the Program and the Party responsible for execution of such matters and the Party responsible for providing support for such execution. Aeromexico shall notify the Company on a timely basis of the requirements established by the Global Alliance relating to the operation of the frequent flyer programs of its member airlines, along with any modifications thereof from time to time. The Company shall exercise reasonable commercial efforts to comply with such requirements in order to avoid any Global Alliance penalties being imposed on Aeromexico because of the lack of or improper performance of an activity that is the sole responsibility of the Company. The Parties agree and acknowledge that the responsibilities set forth in such list may need to change in the future to accommodate operational or administrative changes for either Party or a modification of the requirements of a Global Alliance and, in such event, the Parties agree to discuss and agree on any necessary modifications to such responsibilities in order to implement such necessary changes. Section 9.12 New Code Share Agreements. In the event that an Aeromexico enters into a codeshare agreement with another airline or into any type of agreement which allows Aeromexico to place its designator code on such other airline's flights, Aeromexico agrees that it will enter into an FFP Agreement with such airline, unless (i) Aeromexico shall notify the Company in writing that such airline has not agreed to enter into such an FFP Agreement, (ii) such airline is a member of an airline global alliance that competes with the Global Alliance, (iii) such an FFP Agreement is not permitted by the Global Alliance, (iv) such codeshare or other type of agreement is required by Applicable Law, or (v) Aeromexico shall request and receive from the Company its consent to a waiver of such requirement. Section 9.13 Modifications to FFP Agreements. Any modifications to such FFP Agreements that may have an impact on the Program or the Members shall be notified to the Company in advance with sufficient time notice to allow the Company to make any required changes in the systems and operation of the Program. Notwithstanding the foregoing, any proposed modification (a) to the basis for accrual of Points by Members on AM Air Partners shall be agreed between the Company and Aeromexico prior to such modification being discussed and/ or agreed with the applicable AM Air Partner and (b) relating to administrative or operational matters with respect to accrual and redemption transactions shall be decided by the Company. Section 9.14 Costs and Expenses. Any costs incurred by a Party relating to its own IT systems or software programs, whether charged by a third-party or representing internal or administrative costs, in connection with any aspects related to the implementation or administration of any loyalty program of a new or existing alliance or bilateral code-sharing arrangement shall be for the account of such Party. Any reasonable and documented costs actually incurred by the Company that are charged by a third party (but not costs representing internal or administrative costs) in connection with the IT systems and/ or software programs of a third-party (but not Aeromexico) required in connection with implementation or administration of a new or existing alliance or code-sharing arrangement shall be for the account of Aeromexico. Section 9.15 Trademarks. Aeromexico agrees to take commercially reasonable efforts to obtain any required consent by a Global Alliance airline or an AM Air Partner for the Company to utilize the trademarks and brands of the Global Alliance and/ or such AM Air 46

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Partners in connection with the Program. Aeromexico shall notify the Company in writing promptly upon receipt of any such consent or the denial of such consent, along with any conditions placed on such utilization by the Company. Section 9.16 Future Cooperation -AM Air Partner Processes and Guidelines. The Parties will cooperate and work diligently to establish agreed-upon processes and guidelines with respect to (a) the tinting of crediting Points from travel on AM Air Partners to member accounts, (b) Company billings to Aeromexico and/or the AM Air Partner of amounts due in respect of such Points, (c ) collections and payments of amounts billed. Aeromexico and the Company agree that such payments shall be made on the same basis (i.e. pass-through of amounts received from other airlines vs. advance payments by Aeromexico in respect of such amounts) as payments by the Company to Aeromexico for the purchase of award tickets for travel on such AM Air Partners (d) the process of issuance of award tickets for travel on AM Air Partners, (e) Aeromexico billings to the Company of amounts due in respect of such . award tickets, (f) and collections and payments of such amounts billed. Aeromexico and the Company agree that such payments shall be made on the same basis (i.e. pass-through of Amounts billed by AM Air Partners vs. advance payments by the Company in respect of such Amounts) as payments by Aeromexico to the Company for the purchase of Points for accrual by Members travel on such AM Air Partners. ARTICLEX AEROMEXICO ELITE TIER MEMBER ACTIVITIES Section 10.1 Aeromexico Elite Tier Member Benefits and Activities. (a) Aeromexico shall have the exclusive right to establish the eligibility requirements and status benefits for Aeromexico Elite Tier Members, including status bonus accruals. The structure of eligibility levels and status benefits in effect as of the 2020 Amendment Effective Date is set forth in Exhibit J-1 (the "Elite Tier Structure"). 47

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(b) Aeromexico shall have the right to make modifications to the Elite Tier Structure; provided, however, that in connection with any proposed modification of the Elite Tier Structure, Aeromexico will consult with the Company during a reasonable period prior to such modification with respect to any matters with a potential effect upon the value of such status benefits for Aeromexico Elite Tier Members and the competitiveness of the Aeromexico Elite Tier Structure as compared to those of Aeromexico competitors. (c) Aeromexico shall make reasonable commercial efforts to coordinate any such modifications with the Company. (d) In the event that Aeromexico adds a new Aeromexico Elite Tier Member level to the Elite Tier Structure after the 2020 Amendment Commencement Date, Aeromexico shall promptly notify the Company thereof and add such new level to the Elite Tier Structure. Aeromexico shall also provide reasonable prior written notice of the effectiveness date of such new level and its accrual status in order for the Company to make the necessary adjustments in the Elite Tier Structure. In particular, Aeromexico agrees to inform the Company from time to time with respect to the schedule and progress made by Aeromexico and its PSS provider in connection with the development and implementation of the new Silver tier level. (e) Notice of Modifications. Aeromexico shall provide the Company with three (3) months prior written notice before any modification to the Elite Tier Structure shall become effective. Aeromexico shall provide reasonable cooperation with the Company in connection with the implementation of any such modification. (f) Company Adjustments. The Company shall make all necessary adjustments in the Program system to administer any changes to the Elite Tier Levels and apply them to the accounts of Aeromexico Elite Tier Members' accounts. Section 10.2 Administration of Aeromexico Elite Tier Members. (a) Each of the Company and Aeromexico shall perform activities with respect to the administration of the Aeromexico Elite Tier Member benefits to which such Aeromexico Elite Tier Members shall be entitled. (b) The list of matters with respect to Aeromexico Elite Tier Members and the Party responsible for the administration and/ or implementation of such matters are set forth in Exhibit J-2. In the event that Aeromexico shall elect, following the 2020 Amendment Effective Date to assume responsibility for any such matter for which the Company is designated as responsible in Exhibit J-2, it shall provide written notice to the Company of such election ninety (90) days prior to the proposed effectiveness thereof; provided, however, that Aeromexico may not assume responsibility for the calculation, tracking and crediting of the Points accrual process relating to Aeromexico Elite Tier Members, which shall remain a responsibility of the Company. (c) Except as set forth in Exhibit A-2 or otherwise agreed between the Parties, the Company shall not receive compensation for performance of activities relating to the administration of Aeromexico Elite Tier Members. 48

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Section 10.3 Company-Provided Benefits for Aeromexico Elite Tier Members. The Company shall provide the benefits set forth in Exhibit J-3 to Aeromexico Elite Tier Member to entitled to such benefits. Section 10.4 Status Purchase Product. Aeromexico will be entitled to design and implement, after consultation with the Company, a product that will permit, in certain circumstances, a Member to obtain a higher elite tier level by means of a payment or other consideration to Aeromexico. Section 10.5. Post-RBM Changes to Elite Tier Member Matters. (a) Non-Qualifying Fare Classes. At least 90 days prior to the RBM Effective Date, Aeromexico will announce any fare classes that will not be eligible for calculating Points accrual for elite tier eligibility requirements under the RBM, including: (i) Premier Points accrued in connection with air travel using tickets purchased with the Basic Economy Fare Family classes (o r equivalent) marketed or ticketed by Aeromexico on Aeromexico-operated flights or flights operated by AM Air Partners shall not be eligible for elite tier level qualification. Segments flown using a ticket with a fare within the Basic Economy Fare Family classes will not be eligible for elite tier level qualification. (ii) Premier Points accrued in connection with tickets marketed or ticketed by AM Air Partners on Aeromexico Flights or flights operated by AM Air Partners in fare classes equivalent or similar to the Aeromexico Basic Economy Fare Family classes shall also not be eligible for elite tier level qualification. Segments flown using such a ticket in fare classes equivalent or similar to the Aeromexico Basic Economy Fare Family classes will not be eligible for elite tier level qualification. (b) Accrual Bonuses. Commencing on the RBM Effective Date, Aeromexico will award the following bonus Points for each Dollar spent by Members holding elite tier level status as set forth in Exhibit B-2: (c) Other Benefits. At least 90 days prior to tl1e RBM Effective Date, following confirmation by Aeromexico and the Company that all required systems and IT infrastructure changes by have been completed (not to be unreasonably withheld or delayed), Aeromexico will announce any other benefits to be provided to Members holding elite tier level status in connection with the implementation of the RBM. (d ) Choice or Additional Benefits. Platinum and Titanium levels. At least 90 days prior to the RBM Effective Date, following confirmation by Aeromexico and the Company that all required systems and IT infrastructure changes by have been completed (not to be unreasonably withheld or delayed), Aeromexico will announce any Choice Benefits or other benefits to be granted to Members holding Platinum and Titanium elite tier level status in connection with the implementation of the RBM. (e) Announcements and Member Awareness. In connection with each of the 49

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changes and other elite tier-related matters described above, the Parties agree to take measures to be agreed to announce the new elite tier level eligibility requirements, benefits and other changes to Members and promote Member awareness of such change prior to its effectiveness, commencing promptly after any announcement thereof by Aeromexico. ARTICLE XI CO-BRAND MATTERS Section 11.1 Co-brand Pro~ams. As of the 2020 Amendment Commencement Date, the Parties are parties to the AMEX Co-Branded Agreement, the AMEX Corporate Co Branded Agreement, the Santander Cobranded Agreement and the Visa Agreement (collectively the "2020 Co-branded A~eements"). Section 11.2 Prior Consultation and Approval. Prior to (a) providing any notice, guidance or other information to any counterparty to any of the 2020 Co-Branded Agreements, under any contemplates notice or other information to be provided by the Parties to such counterparty notice or Provision, (b) providing any consent or other approval to such Counterparty under any provision that provides for consent or approval to be provided by the Parties to such Counterparty, (c ) exercising any right or remedy under any provision that provides for the exercise of any rights or remedies by the Parties in respect of such Counterparty or any other Person, and (d ) complying with any restriction or obligation under any that provides for (i) any restriction on any rights or ability of the Parties to undertake any activity or perform any action in respect of such counterparty or any other Person or (ii) any obligation of the Parties to act or refrain from acting under a 2020 Co-branded Agreement, the Parties agree to carry out reasonable consultations and, acting reasonably, to approve any course of action to be taken jointly with respect to any such action. Section 11.3 Future Cooperation. With respect to any renewal of a 2020 Co Branded Agreement and/ or the negotiation of any other co-branded card program agreement that the Parties may agree to enter into in the future, Aeromexico and the Company shall agree initially between tl1emselves regarding the terms and conditions to be requested from the relevant financial institution(s) and other parties that may participate in the relevant co-branded program, negotiate jointly with such financial institutions and other parties and enter into appropriate documentation among the Parties and such financial institutions and other parties that reflect the final agreed-upon terms. ARTICLE XII FINANCIAL AND ACCOUNTING AND OPERATIONAL MATTERS Section 12.1 Billing. (a) Calculation and Payment. Calculation of the amounts due to the Company from Aeromexico and to Aeromexico from the Company shall be done on a bi-weekly, or other basis agreed by the Parties, as follows: 50

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(i) Accruals. Amounts due to the Company in connection with the number of Points purchased by Aeromexico and credited into Club Premier member accounts by the Company based on Aeromexico customer activity during the immediately preceding two week or other period, as notified by the Company to Aeromexico shall be calculated and billed as follows: (B) In respect of Points accrued and purchased during the period commencing on January 1, 2016, the Parties agree that the Company will deliver an invoice to Aeromexico on a monthly basis for an amount equal to (1) the number of such Points accrued and purchased during the preceding month, multiplied by (2) the applicable Accrual Rate. (ii) Redemptions. Amounts due to Aeromexico in connection with award ticket purchases by the Company to accommodate award ticket redemptions by Members, during the immediately preceding two week or other period, shall be calculated and billed by Aeromexico to the Company in accordance with the provisions of this 2020 Amended CPSA. Aeromexico and the Company agree to analyze and implement, if feasible, an expedited method to calculate and pay amounts collected on behalf of the other Party, such as taxes and surcharges collected by the Company and Program ticketing, service or other fees collected or owed by Aeromexico outside of the framework of such bi-weekly or other period billing timetable. (b) Timing and Content. Each of the Company and Aeromexico shall provide the other Party with an invoice in an agreed-upon form on a bi-weekly or other basis agreed by the Parties by no later than fifteen (15) days after the end of the immediately preceding period. Such invoice shall set forth the nature and amount of all charges in reasonable detail. Unless otherwise agreed, such invoices shall be denominated in Dollars. (c) Cooperation. Each of Aeromexico and the Company shall provide all reasonable cooperation and information necessary to the other Party in order for it to prepare its respective invoice on a timely basis. 51

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(d ) Claims. Commencing in respect of billing periods following the date of this 2020 Amended CPSA, claims by either Party in respect of amounts billed by a Party under this 2020 Amended CPSA must be presented to the other Party by no later than six (6) months following the receipt of the invoice for the billing period on which any such claim is based. Section 12.2 Payments, Aeromexico and the Company have entered into the Netting Agreement pursuant to which net amounts owed by one Party to the other Party based on the previous invoice are paid to the Party to which such net amounts are owed within thirty (30) days of the invoice date. Interest on any unpaid net amounts shall accrue and be paid based on an annual interest rate of LIBOR + 5%. Section 12.3 Bud~ets. (a) Preparation. Each of Aeromexico and the Company shall cooperate on a timely basis in connection with the preparation of annual budgets relating to matters such as services provided between the Parties, expected Accrual Rates and payments for award ticket redemptions and other relevant matters. (b) Compliance. Each of Aeromexico and the Company shall cooperate on a timely basis to provide all reasonable information necessary for periodic tracking of compliance with budgets and explanations for non-compliance and other related matters. Section 12.4 Audits, (a) Company Audit Rights. The Company will have the right to perform audits of Aeromexico (no more frequently than once every six (6) months) in respect of the following information: (i) Aeromexico seats allocated to Flat Fare redemptions; (ii) Aeromexico Published Fares to which the Dynamic Fares discounts are applied; (iii) Release dates for seats allocated to Flat Fare redemptions; and (iv) Amounts billed by Aeromexico to the Company in connection with the purchase of award tickets as set forth in Article 4, and amounts paid by Aeromexico to the Company in connection with the purchase of Points as set forth in Article 3. (b) Aeromexico Audit Rights. Aeromexico will have the right to perform audits of the Company (no more frequently than once every six (6) months) in respect of the following information: (i) Amounts billed by the Company to Aeromexico in connection with the purchase of Points as set forth in Article. 3 and amounts paid by the Company to Aeromexico in connection with the pmchase of award tickets as set forth in Article 4. 52

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(ii) Proper crediting of Points into Aeromexico customer accounts; (iii) In respect of the provision of the following Additional Services: (A) Award tickets bookings for elite level members for purposes of calculating fee payments by Aeromexico to the Company; and (B) Rebooking of award tickets performed by the Company due to involuntary schedule changes. Any such audit shall be requested by a Party by giving at least ten (10) Business Days' notice to the other Party. Section 12.5 Compatible Accounting: Systems. Each of Aeromexico and the Company shall cooperate to create and maintain compatible accounting systems to facilitate the efficient and effectiveness of the billing and payment systems and budgeting processes set forth in this 2020 Amended CPSA. Costs incurred by each Party in connection with such cooperation shall be for its own account. Section 12.6 Tax Matters. The accounting, billing and payment processes described above shall comply in all respects with applicable tax laws and regulations. Each of the Parties shall indemnify the other Party for any costs, expenses or other losses incurred by the other Party as a result of the negligence or willful misconduct of such Party in respect of such tax matters. Section 12.7 Compliance Enhancements and Safeguards. (a) Aeromexico and the Company shall form a working group with appropriate personnel resources from each Party to review and agree upon certain safeguards to enhance compliance by the Company and Aeromexico with accrual and redemption rules and requirements in this 2020 CPSA Amendment and avoid the need to retain third-party auditors to review and report on such compliance. (b) These measures will include measures to strengthen compliance with: (i) Prohibitions on accrual (i) on award tickets, (ii) on non-eligible fare classes/bases and (iii) other non-accrual ticket categories; (ii) Ensuring access to agreed-upon seat inventory for Flat Fare Redemptions and access to the full range of Aeromexico eligible RBDs and agreed-upon discount levels in connection with Dynamic Redemptions.; and (iii) Improvements to communication between the Company and Aeromexico systems to improve administration of the Program Section 12.8 Aeromexico Access to Company Systems. 53

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(a) Aeromexico and the Company agree to form a working group with appropriate personnel resources from each Party to review and agree upon provided restricted access by Aeromexico to the Company's systems and software programs for purposes of verifying on a timely basis Member accrual and redemption activity, Company billings and payments, and compliance with applicable terms of this 2020 CPSA Amendment. (b) The Parties shall provide all commercially reasonable cooperation in connection with the process of setting up such access and implementing any other processes required to obtain such required information efficiently and effectively. ARTICLE XIII TERM AND TERMINATION Section 13.2 Termination of Additional Services. At any time after the second anniversary of the Original CPSA Commencement Date, the Party receiving the applicable Additional Service may elect to terminate such Additional Service it may be receiving at such time. Such termination shall become effective six (6) months following the terminating Party providing written notice thereof to the other Party. Section 13.3 Continuing Obligations. Notwithstanding the foregoing, Aeromexico shall continue to provide, following any such termination, the following services: (i) the retro crediting of passengers' Premier Points, and passenger re-booking following a schedule change. Section 13.4 Termination upon Default. Upon the occurrence and during the continuation of an Event of Default, this 2020 Amended CPSA shall terminate at the option of the non-defaulting Party, which option shall be exercisable at any time by such non-defaulting Party. Each of the following events shall constitute an "Event of Default": (a) A failure by Aeromexico for fifteen (15) calendar days to comply with its obligations to allocate seats to award redemptions pursuant to this 2020 Amended CPSA; (b) A failure by the Company for fifteen (15) calendar days to comply with its obligation to sell to Aeromexico Points at the Accrual Rate pursuant to this 2020 Amended CPSA; (c ) A court issues an order or ruling that imposes amendments to this 2020 Amended CPSA which are material and adverse to the other Party in its reasonable judgment and such order or ruling is not rescinded within sixty (60) days after the issuance of such order or ruling; or 54

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(d ) (i) Either Aeromexico or the Company is declared in concurso mercantil, bankruptcy or insolvency, or (ii) any petition for concurso mercantil, bankruptcy, reorganization or arrangement pursuant to the Ley de Concursos Mercantiles or any similar insolvency law, is filed by or against, consented to, or acquiesced in by, Aeromexico or the Company, or (iii) either Aeromexico or the Company files a proposal or takes any action or proceeding for dissolution, winding-up or liquidation, or for the liquidation of its assets, or a receiver is appointed in respect of its assets, which order, filing or appointment is not rescinded within sixty (60) days. Section 13.5 Obligations upon Termination. Notwithstanding any termination of this 2020 Amended CPSA or any Additional Service, each of the Parties shall, prior to the applicable termination date, cooperate and assist in any transition of services from Aeromexico to the Company or services from the Company to Aeromexico to a third party that is to provide any such services as a result of such termination. ARTICLE XIV INDEMNIFICATION; FRAUD Section 14.1 Indemnification of Aeromexico. 1be Company shall indemnify and hold harmless Aeromexico and its Affiliates from and against any and all Losses incurred by, borne by or asserted against any of them arising from: (a) Breach, etc. The breach, violation or failure of performance by the Company of any of the covenants, promises or agreements that it is obligated to perform under this 2020 Amended CPSA; (b) Death or Injury. Death of or injury to any person whomsoever, including but not limited to directors, officers, employees, servants agents or contractors of Aeromexico or its Affiliates caused by or arising out of any act or omission by the Company while this 2020 Amended CPSA is in effect, to the extent that such Losses are not covered by workers' compensation; or (c) Property. Loss of, or damage to, or destruction of any property whatsoever, including any loss of use thereof, including without limitation, property of Aeromexico, its Affiliates, or their respective directors, officers, employees, servants, agents, contractors or subsidiaries caused by or arising out of any act or omission by the Company while this 2020 Amended CPSA is in effect, to the extent that such Losses are not covered by workers' compensation. Section 14.2 Indemnification of the Company. Aeromexico shall indemnify and hold harmless the Company and its Affiliates from and against any and all Losses incurred by, borne by or asserted against any of them arising from: (a) Breach, etc. The breach, violation or failure of performance by Aeromexico of any of the covenants, promises or agreements which it is obligated to perform under this 2020 Amended CPSA; 55

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(b) Death or Injury. Death of or injury to any person whomsoever, including but not limited to directors, officers, employees, servants, agents or contractors of the Company or its general partner, its Affiliates caused by or arising out of any act or omission by Aeromexico while this 2020 Amended CPSA is in effect, to the extent that such Losses are not covered by workers' compensation; or (c) Property. Loss of, or damage to, or destruction of any property whatsoever, including any loss of use thereof, including without limitation, property of the Company, its general partner, its Affiliates or their respective directors, officers, employees, servants, agents, contractors or subsidiaries caused by or arising out of any act or omission by Aeromexico while this 2020 Amended CPSA is in effect, to the extent that such Losses are not covered by workers' compensation. Section 14.3 Fraud. (a) Aeromexico shall be responsible for Losses incurred by the Company as a result of fraudulent interaction with the Program by Aeromexico personnel or subcontractors or through Aeromexico sales or distribution channels. (b) The Company shall be responsible for Losses incurred by Aeromexico as a result of fraudulent interaction with Aeromexico systems or operations by Company personnel or subcontractors or through Company sales or distribution channels; provided, however, that losses resulting from fraudulent accrual or crediting of Points into Member accounts shall be reimbursed only if such Points have not been redeemed prior to the date on which such fraud is discovered by a Party. ARTICLE XV GOVERNING LAW; DISPUTE RESOLUTION Section 15.1 Governing Law. This 2020 Amended CPSA is governed by and shall be construed in accordance with the laws of Mexico. Section 15.2 Dispute Resolution. (a) Commercial Resolution. In the event that any dispute (a "Dispute") shall arise in connection with the interpretation, performance or enforcement of this 2020 Amended CPSA the Parties will endeavor in good faith to negotiate a resolution of any dispute on a commercially reasonable basis for a period of thirty (30) days. If such negotiations are not successful by the end of such thirty (30) day period, the Parties shall submit the dispute to their respective Vice Presidents (o r equivalent position) responsible for the business areas involved in the matters that are the subject of the dispute for their review and resolution in such manner as they deem necessary or appropriate during the thirty (30) day period following submission to them. If such Vice Presidents have not resolved the Dispute by the end of such thirty (30) day period, the Parties shall submit the Dispute to the Chief Commercial Officer of Aeromexico and the CEO of the Company for their review and resolution in such manner as they deem necessary or appropriate during the thirty (30) day period following submission to them. The Parties will 56

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be bound by any resolution reached by the Chief Commercial Officer of Aeromexico and the CEO of the Company. (b) Referral to Arbitration. Upon the failure to resolve the Dispute in accordance with the procedures set forth above in Section 8.2(a), any Party may refer the unresolved Dispute to binding arbitration under the auspices of the Rules of Arbitration of the International Chamber of Commerce, in effect on the date of this 2020 Amended CPSA (the "ICC Rules"). (c) Number. The number of arbitrators shall be 3 (three). One arbitrator shall be appointed by Aeromexico, one arbitrator shall be appointed by the CEO of the Company and the third arbitrator shall be appointed by the first two appointed arbitrators. If, within 30 (thirty) calendar days after the appointment of the second arbitrator, the two arbitrators shall not have appointed the third arbitrator, the third arbitrator shall be appointed by the International Chamber of Commerce International Court of Arbitration in accordance with the ICC Rules. (d) Place. The place of arbitration shall be Mexico City. The award shall be rendered in English. The arbitration proceedings shall be conducted in the English language and all briefs and other non-evidentiary writings submitted to the arbitration panel shall be submitted in the English. Any documentary evidence submitted to the arbitration panel shall be submitted in its original language; provided that if such documentary evidence is not in English, it shall be accompanied by an English translation. (e) Exclusive Process. The arbitration procedure set forth in this Section 15.2 shall be the sole and exclusive means of settling or resolving any Dispute arising in connection with the interpretation, performance or enforcement of this 2020 Amended CPSA. The award of the arbitrators shall be final, non-appealable and binding on the Parties hereto and may be presented by any of the Parties hereto for enforcement in any court of competent jurisdiction and the Parties hereto hereby consent to the jurisdiction of such court solely for purposes of enforcement of this arbitration agreement and any award rendered hereunder. The fees of the arbitrators and the other costs of such arbitration shall be borne by the Parties hereto in such proportions as shall be specified in the arbitration award. ARTICLE XVI MISCELLANEOUS Section 16.1 Amendments. This 2020 Amended CPSA may be amended only by a written instrument signed by the duly authorized representatives of the Parties. Proposed modifications set forth in emails, text messages or conveyed verbally or by telephone, or similar informal communications, are not valid for purposes of this Section 16.1. Section 16.2 Waiver. The failure of any Party to insist upon strict performance of any of the terms or provisions of this 2020 Amended CPSA, or to exercise any option, right or remedy contained in this 2020 Amended CPSA, shall not be construed as a waiver or as a relinquishment for the future of such term, provision, option, right or remedy, but the same shall continue and remain in full force and effect. No waiver by any Party of any term or provision of 57

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this 2020 Amended CPSA shall be deemed to have been made unless expressed in writing and signed by the duly authorized representatives of such Party. Notwithstanding the foregoing, the Parties agree that waivers of any provisions of this 2020 Amended CPSA that are intended to facilitate the ongoing operation or administration of the Program may be conveyed in emails by designated representatives of the Parties. Proposed waivers of more substantive, non-operational provisions of this 2020 Amended CPSA set forth in emails, text messages or conveyed verbally or by telephone, or similar informal communications, are not valid for purposes of this Section 16.2. Section 16.3 Assignment. No Party hereto shall assign or transfer, or permit the assignment or transfer of this 2020 Amended CPSA, or any of its rights or obligations hereunder, without the prior written consent of the other Party. Section 16.4 Survival of Representations and Warranties. The representations and warranties contained herein shall survive the execution of this 2020 Amended CPSA, and shall continue in full force and effect indefinitely. Section 16.5 Rights Cumulative. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. Section 16.6 Notices. (a) Addresses. All notices and other communications hereunder shall be in writing and shall be deemed given when mailed, delivered personally, by facsimile (which is confirmed) or sent by an overnight courier service, such as Federal Express, to the Parties hereto at the following addresses (o r at such other address for a Party hereto as shall be specified by such Party hereto by like notice): if to Aerornexico, to: Aerovias de Mexico, S.A. de C.V. Paseo de la Reforma No. 243 Col. Cuauhtemoc 06500 Mexico, D.F. Attention: General Counsel with a copy to (without constituting a notice): Aerovias de Mexico, S.A. de C.V. Paseo de la Reforma No. 243 Col. Cuauhtemoc 06500 Mexico, D.F., Mexico Attention: CCO if to the Company, to: 58

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PLMPremier, S.A.P.I. de C.V. Paseo de la Reforma No. 250 -20th Floor Col. Cuauhtemoc 06600 Mexico, D.F. Attention: CEO Section 16.7 Force Majeure. Neither Party will be liable for its failure to perform any of its obligations under this 2020 Amended CPSA due to an event of Force Majeure. A Party will take all reasonable steps to eliminate an event of Force Majeure and, if possible, will perform its obligations under this 2020 Amended CPSA as far as practicable, but nothing herein will require the Party to question or test the validity of any law, rule, regulation or order of any Governmental Authority or to complete its obligations if an event of Force Majeure renders completion impossible. All time limits imposed by this 2020 Amended CPSA will be extended by a period equivalent to the period of delay resulting from an event of Force Majeure. Section 16.8 Counterparts. This 2020 Amended CPSA may be executed by one or more of the Parties hereto on any number of separate counterparts (including electronic counterparts by PDF) and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Section 16.9 Severabilily. Any provision of this 2020 Amended CPSA which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereto, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Section 16.10 Conflicts. In the event of a conflict between the terms and conditions of this 2020 Amended CPSA and the terms of any Exhibit, the relevant provisions of such Exhibit shall prevail. Section 16.11 Entire Agreement. This 2020 Amended CPSA supersedes the Original CPSA (as amended from time lo time) and represents the entire agreement of the Company and Aeromexico solely with respect lo the subject matter hereof and there are no promises, undertakings, representations or warranties or implied duties by the Company or Aeromexico relative to the subject matter hereof not expressly set forth or referred to herein. Further, the execution of this 2020 Amended CPSA shall not constitute an amendment or waiver of any provision of the a certain settlement agreement dated December 22, 2015, entered by the Parties with respect to certain disputes relating to the Original CPSA, and shall not be construed as an amendment, waiver or consent to any action on the part of any party thereunder. Except as expressly waived or agreed by the Parties, the provisions of the 2015 Settlement Agreement are and shall remain in full force and effect. Section 16.12 Further Assurances. Each Party shall execute any and all documents and to perform such other acts as may be necessary or expedient to further the purposes of this 2020 Amended CPSA and the transactions contemplated he1·eby. 59

189

Section 16.13 Exhibits. All Exhibits to this 2020 Amended CPSA are incorporated into and constitute an integral part of this 2020 Amended CPSA for all purposes. Section 16.14 Independent Contractor. Each of the Company and Aeromexico is and shall remain an independent contractor with respect to the performance of the services rendered pursuant to this 2020 Amended CPSA. Neither Party nor its employees shall be considered an employee or agent of the other Party for any purpose, except as expressly agreed by such other Party. Each Party shall have sole responsibility for the supervision, daily direction and control, payment of salary (including withholding of income taxes and source deductions), workers' compensation, disability benefits and the like of its employees with respect to the performance of services rendered pursuant to this 2020 Amended CPSA. Section 16.15 Time of Essence. Time shall be of the essence of this 2020 Amended CPSA. Section 16.16 Binding Effect. This 2020 Amended CPSA shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Section 16.17 Interpretation. (a) Reference Only. The headings contained in this 2020 Amended CPSA are for reference purposes only and shall not affect in any way the meaning or interpretation of this 2020 Amended CPSA. (b) This 2020 Amended CPSA. When a reference is made in this 2020 Amended CPSA to a Section, Article or Exhibit, such reference shall be to a Section, Article or Exhibit of this 2020 Amended CPSA unless otherwise clearly indicated to the contrary. (c) Include. Whenever the words "include", "includes" or "including" are used in this 2020 Amended CPSA they shall be deemed to be followed by the words "without limitation". (d ) Hereof. The words "hereof", "herein" and "herewith" and words of similar import shall, unless otherwise stated, be construed to refer to this 2020 Amended CPSA as a whole and not to any particular provision of this 2020 Amended CPSA. (e) Forms. The meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term, and words denoting any gender shall include all genders. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning. (£) Successors and Assigns. A reference to any Party to this 2020 Amended CPSA or any other agreement or docmnent shall include such Party's successors and permitted assigns. (g) Subsequent Legislation, etc. A reference to any legislation or to any provision of any legislation shall include any amendment to, and any modification or re-60

190

enactment thereof, any legislative provision substituted therefor and all regulations and statutory instruments issued thereunder or pursuant thereto. (h) Joint Participation. The Parties hereto have participated jointly in the negotiation and drafting of this 2020 Amended CPSA. In the event an ambiguity or question of intent or interpretation arises, this 2020 Amended CPSA shall be construed as if drafted jointly by the Parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any Party hereto by virtue of the authorship of any provisions of this 2020 Amended CPSA. Section 16.18 Confidentiality. (a) During the Term of this 2020 Amended CPSA, each of the Parties will continue to obtain and have access to Confidential Information of the other Party. Accordingly, each Party shall retain in confidence, all Confidential Information of the other Party, and shall not disclose such Confidential Information except: (i) Prior Written Consent. With the prior written consent of the other Party; (ii) Court Order. To the extent necessary to comply with the law or a · valid order of a court or Governmental Authority having competent jurisdiction, in which event such Party shall notify the other Party as promptly as practicable (and if possible, prior to making such disclosure) and will seek confidential treatment of such information; or (iii) Professional Advisors. Disclosure to professional advisors (including, without limitation, its auditors and counsel) as necessary in the ordinary course of its business, or in connection with the performance of its obligations pursuant to this 2020 Amended CPSA, provided each such professional advisor shall be bound by the covenants of this Section 16.18. (b) Exceptions. Notwithstanding the provisions of Section 16.18(a), such Party shall have no confidentiality obligation with respect to Confidential Information of the other Party, or any part thereof, which: (i) becomes publicly known without the wrongful act or breach of this 2020 Amended CPSA by sucl1 Party; (ii) is lawfully received from a third party on a non-confidential basis; or (iii) is approved for release by written authorization of the other Party. These confidentiality undertakings will survive the termination or expiration of this 2020 Amended CPSA. [SIGNATURE PAGE FOLLOWS] 61

191

IN WITNESS WHEREOF, the Parties hereto have executed or caused this 2020 Amended CPSA to be executed as of the day and year first above written. Aeromexico: By: Ricardo S c r Title: Attorney-in-Fact By: Daniel Martinez Martinez Title: Attorney-in-Fact The Company: By: Juan Alberto Pastrana Acevedo Title: Attorney-in-Fact By: Juan Carlos Muradas Ruiz Title: Attorney-in-Fact Signature Page to the Amended and Restated Connnercial Participation and Services Agreement, entered into as of June 29, 2020, by and between Aerovias de Mexico, S.A. de C.V. and PLM Premier S.A.P.I. de C.V.

192

IN WITNESS WHEREOF, the Parties hereto have executed or caused this 2020 Amended CPSA to be executed as of the day and year first above written. Aeromexico: By: Ricardo Sanchez Baker Title: Attorney-in-Fact By: Daniel Martinez Martinez Title: Attorney-in-Fact The Company: By, J-~wtt~ A=do Title: Attorney-in-Fact By: an Carlos Muradas Ruiz Title: Attorney-in-Fact Signature Page to the Amended and Restated Commercial Participation and Services Agreement, entered into as of June 29, 2020, by and between Aerovias de Mexico, S.A. de C.V. and PLM Premier S.A.P.I. de C.V.

193

ExhibitA-1 Basic Services Set forth below is a description of the Basic Services to be provided by the Company to Aeromexico and by Aeromexico to the Company. The Parties will discuss and agree on any service levels to apply to the performance of such services and any penalties applicable to any failure to comply with such services. Basic Services to be Provided by the Company to Aeromexico
Table 1 on page 194. Back to List of Tables
Service
Crediting of Points earned by Aeromexico customers in their accounts following an
Aeromexico Flight or flight on an AM Air Partner in accordance with the applicable
policies of the Program or the relevant FFP Agreement; including, subject to point 5 of
Exhibit A-2, retro-crediting of Points corresponding to previous travel.
ExhibitA-1 Basic Services Set forth below is a description of the Basic Services to be provided by the Company to Aeromexico and by Aeromexico to the Company. The Parties will discuss and agree on any service levels to apply to the performance of such services and any penalties applicable to any failure to comply with such services. Basic Services to be Provided by the Company to Aeromexico Preparing and distributing Member account statements, member identification materials and resolving Member inquiries relating to accrual and redemption information in such account statements; and Administering on behalf of Members redemption transactions using Points in exchange for award tickets for travel, including reservation and ticketing activities on flights on Aeromexico and AM Air Partners. Basic Services to be Provided by Aeromexico to the Company
Table 2 on page 194. Back to List of Tables
Aeromexico website will contain links and information regarding enrollment, accrual and redemption of Premier Points. Subject to prior agreement with Aeromexico, the Company may access Aeromexico touchpoints (for example, check-in area, airport signage, ticketing offices, call center) for purposes of enrollment and communications. Additional marketing or promotional activities may be agreed on an ad hoc basis.

194

ExhibitA-2 Additional Services To Be Provided by the Company to Aeromexico Set forth below is a description of certain Additional Service to beprovided by the Company to Aeromexico, along with the amount to be paid by Aeromexico for each service. The Parties will discuss and agree on any service levels to apply to the performance of such services and any penalties applicable to any failure to comply with such services.

195

196

Exhibit B-1 Current Aeromexico Accrual Structure The Accrual Structure in effect as of the 2020 Amendment Commencement Date for Aeromexico customers that are Members is as follows: Section 1. General. Unless the Parties otherwise agree: (a) Accrual is calculated initially based on the distance flown on an Aeromexico Flight. The distance flown amount of an Aeromexico Flight is subject to a one thousand (1,000) KM minimum. (b) Accrual is calculated based on the last fare class purchased by the Member. (c) If a fare class is not listed in the base accrual percentage table set forth in Section 2(a) below, no accrual in respect of such fare class shall occur. (d ) For purposes of clarity, accrual shall be required only for Published Fares. Non-revenue, employee, award, private fares and other fare classes that are not part of the Accrual Structure or other similar tickets shall not be entitled to any accrual. (e) Discounts or adjustments provided by Aeromexico from time to time to corporate or other customers that are applied to or based on fare classes listed in the Accrual Structure shall not affect the accrual eligibility of tickets issued containing such fare class. (f) Accrual shall vest upon the lifting of the flight coupon, i.e. when the corresponding segment is flown. Flight reservation or ticket purchase shall not trigger any accrual calculation or crediting. (g) Accrual with respect to upgrades shall be based on the last fare class purchased by the Member and shall not be based on the upgraded class of service flown, regardless of whether such upgrade was acquired by payment, use of redemption Points, as a gratuitous upgrade based on elite status or any other reason. (h) All Upgrades shall not be eligible for accrual on any basis nor trigger accrual corresponding to a different fare class. Accrual in respect of a ticket for which an Upgrade is purchased using redemption of Points or using another payment basis or provided based on elite status or as a courtesy shall be based on the last purchased fare class corresponding to such ticket. (i) Tickets corresponding to non-revenue employee or third-party travel, employee compensation or other benefits shall not be eligible for accrual on any basis. Section 2. Base and Bonus Accrual Percentages.

197

(a) Base Accrual and Fare Family Bonus Percentages by Fare Class. The following terms and conditions apply for the base accrual and fare family bonus accrual percentages: (i) Flights between O&Ds in all regions: (b) Bonus Percentages by Membership Level. The following terms and conditions apply for bonus accruals based on Membership level: (c) Other Accrual Categories.

198

For purposes of this Section 3, the following defined terms have the meaning set forth below: "Fare Family Bonus" shall mean the percentage of additional Points accrual by a Member, depending on the fare family of the revenue ticket for the Aeromexico Flight that such member is traveling on. Membership Level Bonus" shall mean the percentage of additional Points accrual based on the Membership status (as of the date of this 2020 Amended CPSA, Clasico, Oro, Platino, and Titanio) Section 4 Club Premier Corporativo. (a) Simplified Accrual Structure. The CPC accrual structure has been simplified and only differentiates between business location (Mexico or abroad), and region of travel (Mexico or international). (i) Bonus accruals(% of base Points accrued in Club Premier's individual program based on Points flown):

199

Exhibit B-2 RBM Accrual Structure Following the RBM Effective Date, the Accrual Structure for Aeromexico customers that are members of the Program will be as follows: Section 1. RBM Accrual. Premier Points earned for Air travel flown by Members on Aeromexico Flights that are marketed and ticketed by Aeromexico will be calculated as follows: (a) Program members traveling on all Aeromexico Flights holding qualifying tickets, will earn Premier Points based on the price of such ticket, at the rate of eight (8) Premier Points per Dollar spent, including base fare and carrier-imposed surcharges, but excluding government-imposed taxes and fees. (b) Accrual Bonuses. Commencing on the RBM Effective Date, Aeromexico will award the following bonus Points for each Dollar spent by Members holding elite tier level status as set forth in Exhibit B-2: (c) Cash Upgrades and Seat Selection. Aeromexico will designate the purchase of Upgrades and seat selection-related Ancillary Products as eligible for accrual of Points at a rate set forth of eight (8) Points per Dollar spent on such purchases. (d ) CPC. The accrual structure for members of CPC will be modified to convert to an RBM on a similar basis as the individual member Program. Aeromexico will award four (4) points for Mexico domestic flights and six (6) points for international flights per Dollar spent, regardless of the domicile of the CPC member. No minimum accrual amount will apply. (e) Premier Points will be credited to Members' accounts once travel on an individual segment is complete. (f) For qualifying tickets on Aeromexico Flights purchased in a currency other than US$, the base fare and carrier-imposed surcharges will be converted to US$ based on exchange rates used in the revenue accounting system of Aeromexico from time to time, as notified by Aeromexico to the Company and made available by the Company to Members. 1 Subject to completion of necessary IT infrastructure work

200

(g) Premier Points earned per segment will be calculated based on a pro-rated amount of the total ticket price eligible for Premier Points accrual, calculated according to distance flown with GCM methodology. (h) No minimum accrual levels will apply to any qualifying ticket on an Aeromexico Flight. (i) Members will earn a maximum of 35,000 Premier Points per segment flown, not including any elite level tier Premier Points or other promotional bonuses. (j) Qualifying tickets on flights operated by AM Air Partners, whether marketed or ticketed by Aeromexico or such AM Air Partners, currently earn Premier Points based on a percentage of distance flown2, as determined by the fare class paid as published by Aeromexico and/ or the Company from time to time. Such accrual rules may change in the future to the extent that FFPs in effect between Aeromexico, an AM Air Partner, and the Company, as applicable, may be re-negotiated. (k) Itineraries marketed or ticketed by AM Air Partners, whether operated by Aeromexico or such AM Air Partner and itineraries marketed or ticketed by Aeromexico but operated by an AM Air Partner will continue to earn Premier Points based on the distance flown:'.: and fare class paid as published by Aeromexico and/ or the Company from time to time. (1) Certain specialty tickets, including but not limited to bulk, consolidator, cruise, inclusive tour and other opaque fare products will not be eligible to earn Premier Points, in accordance with Aeromexico policies in effect from time to time, as notified to the Company. Both Parties will establish appropriate filters or other safeguards in their respective systems to prevent accrual on such specialty tickets. (m) Award tickets (including Flat Fare Redemption and Dynamic Redemption award tickets), Cash Plus Points tickets redeemed/purchased on the Company channels, free, barter, pass travel and certain other tickets will not be not eligible for Premier Points accrual, in accordance with Aeromexico policies in effect from time to time, as notified to the Company. Both Parties will establish appropriate filters or other safeguards in their respective systems to prevent accrual on such tickets. (n) Amounts spent in connection with the purchase of all ancillary products and services other than cash purchase of upgrades and in connection with premier seat and/ or seat selection products, or in connection with any fees do not count toward earning Premier Points, including but not limited to: o Checked baggage fees o Priority Boarding o Salon Premier memberships o In-flight Wi-Fi passes 2 For purposes of Premier Points credit, "distance flown" means the calculated distance between origin and destination, as determined by Aeromexico in its sole discretion, regardless of the actual distance traveled on any individual flight.

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o In-flight food and beverage purchases o In-flight entertainment o Unaccompanied minor fees o Pet travel fees o Premier Points booster products or Premier Points purchases o Ticket change or cancellation fees Aeromexico may from time to time decide in its sole discretion, to provide members with accrual Points in connection with the purchase of other ancillary products and services, at rates to be established by Aeromexico. (o) Upon request at the time of enrollment, Premier Points credit will also be awarded for travel flown up to 30 days prior to enrollment. (p) The amount of Premier Points earned when flying with Aeromexico will be subject to modification in the discretion of Aeromexico. (q) The amount of Premier Points earned with AM Air Partners will vary from partner to partner and is subject to change. Alliance partner elite tier airline benefits are also subject to change and subject to the terms and conditions of each alliance partner.

202

Exhibit C-1 Flat Fares Table (Figures are for one-way travel in US$)3

203

204

ExhibitC-2 Current Flat Fare Seat Inventory Allocation per O&D Current Flat Fare Seat Allocation per Aircraft Type - Per Flight Minimums The Per Flight Minimum inventory levels as of the date of this 2020 Amended CPSA are as follows: Per flight minimums for a particular flight may change as equipment for the flight is modified. Minimums apply to the equipment scheduled for the flight at any given point in time. 4 Seat allocations with respect to new aircraft types introduced into the Aeromexico fleet shall represent a similar percentage of total seats for such new aircraft (rounded to the nearest seat) as the seat allocations set for existing aircraft compared to total seats for such existing aircraft.

205

Monthly Route Average Minimum and Per Flight Minimum availabilities will be loaded into flights as soon as they enter the system and are made available for booking, and, unless otherwise specified in this 2020 Amended CPSA, the Monthly Route Average Minimums and Per Flight Minimums will remain in place over the booking lifetime of the flights.

206

Exhibit C-3 Dynamic Fare Discount Table Discounts applicable to Dynamic Fare Redemptions in effect as of the 2020 Amendment Commencement Date are as set forth below. Published Fares are base fares with no taxes, surcharges or other amounts added

207

Exhibit C-4 Current Flat Fares Redemption Requirements The Flat Fares Redemption Table in effect as of the date of this 2020 Amended CPSA are as set forth below. One-way Travel (1)

208

209

ExhibitC-5 Program Award Ticket Rules, Policies and Fees Section 1 Award Ticket Rules. The following rules shall apply to award ticket redemptions. (a) The Company and any Authorized Ticket Agent may process award ticket redemption transactions and changes to and cancellations of such award tickets as set forth in Section 5.18.
Table 1 on page 210. Back to List of Tables
Concept An Authorized
Ticket Agent
Processes a Flat
Fare Award
Ticket
An Authorized
Ticket Agent
Processes a
Dynamic Fare
Award Ticket
Company
Processes a Flat
Fare Award
Ticket
Company decides
amount
(provided that
the amount is
greater than the
equivalent
amount for
Dynamic Fare
redemption
award tickets)
and receives
Ip ayment.
None
Change of date
fee (including
change of flight
on same day and
change of date
after trip started)
Company decides
amount and such
Authorized
Ticket Agent
receives payment.
Aeromexico
decides amount
and such
Authorized
Ticket Agent
receives payment.
None Aeromexico
decides amount
and Company
receives payment.
Change of route
fee (including
change of route
after trip started)
Company decides
amount and such
Authorized
Ticket Agent
receives payment.
Aeromexico
decides amount
and such
Authorized
Ticket Agent
receives payment.
Company decides
amount
(provided that
the amount is
greater than the
equivalent
amount for
Dynamic Fare
redemption
award tickets)
and receives
payment.
Aeromexico
decides amount
and Company
receives payment.
Cancellation fee Company decides
amount and such
Authorized
Ticket Agent
receives payment.
Aeromexico
decides amount
(provided that
the amount is
standard for all
revenue fare
None None

210

Table 1 on page 211. Back to List of Tables
Reimbursable
after trip started
Not permitted. Restrictions
according to fare
rule.
Not permitted. Restrictions
according to fare
rules.
Advanced
purchase and
stay requirements
No restrictions. Restrictions
according to
corresponding
revenue fare class
rules.
None None
(b) Change of name on award tickets already issued is not permitted. (c) The time limit to issue an award ticket after the reservation has been made is 72 hours. (d ) Aeromexico shall apply the same policies and practices regarding adding an infant-in-lap to Members holding validly issued award tickets as it applies to passengers holding revenue tickets. For purposes of determining the corresponding fare class for infant-in lap policies and practices applicable to award tickets, Flat Fares shall be considered to be mid fare hierarchy fares (currently the" Clasica" fare family) and Dynamic Fares, the corresponding Published Fare. Infant charges may be collected by the Company and must be passed through to Aeromexico. Award tickets may be reimbursed to client with the corresponding Premier Points credit to the customer's account. The Company will be issued a credit for cancelled award tickets to be used against total payments due to Aeromexico. (e) Award ticket redemption, booking, ticketing and similar fees will be determined by the Company in its sole discretion. If an Authorized Ticket Agent processes the award ticket issuance, then such Authorized Agent keeps any such fee, otherwise the Company will keep any such fee. (f) Aeromexico shall apply the same policies and practices regarding free luggage allowances to Members holding validly issued award tickets as it applies to passengers holding revenue tickets. For purposes of determining the corresponding fare class for free luggage allowances applicable to award tickets, Flat Fares shall be considered to be mid-fare hierarchy fares (currently the" Clasica" fare family) and Dynamic Fares, the corresponding Published Fare. (g) Dynamic Fare award tickets are entitled to receive courtesy Upgrades according to the same policies applicable to revenue tickets of the corresponding fare class.

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(h) No accrual of Points is permitted on any award ticket (Flat Fare Redemption, Dynamic Redemption or redemption on an AM Air Partner) under any circumstances. (i) Flat Fares apply for flights with connections as long as the connection is made within 24 hours. Notwithstanding the foregoing, the connection may occur the following day only if there are no connecting flights on the previous day. Stopovers greater than 24 hours for Flat Fares are not permitted. 0) Once a flight has started (part of the award ticket has been flown) only changes of date, cabin or flight (on the same route) are permitted and corresponding fees apply. Tickets will not be reimbursable or transferrable to another name. (k) Open jaws are permitted for Flat Fare award tickets. (1) Wait listing is not permitted for Flat Fare award tickets. (m) Award tickets are valid for 12 months from the date of issue.

212

Exhibit C-6 Flat Fare Availability Minimum Reporting Requirements Section 1. To manage forward looking allocations • Capacity by route, market, cabin by month • Reward Allocations by route, market, cabin by month • Reward Bookings by route, market, cabin by month • Reward seats available by route, market, cabin by month Section 2. To generate post audits (and claim back under allocations, if applicable) (a) Minimum requirement: Based on flight closeout information, but aggregated at the route-month-cabin level: • Capacity by route, market, cabin by month • Reward Allocations by route, market, cabin by month • Reward Bookings by route, market, cabin by month • Reward seats available by route, market, cabin by month • Not required but beneficial: flight closeout information at a more granular level, e.g. date, flight number, different snapshots (e .g. day x before closeout) Section 3. To reconcile invoicing (a) Sufficient information to validate that the invoiced tickets are accurately invoiced and that the invoiced tickets are relevant reward tickets. Specific data requirements to be developed with billing solution Section 4. To manage reward cost • Booked itineraries: • Coupon level information • PNR Locator • Member Number • Ticket Number • Coupon Number • Coupon Points Redeemed • CouponOD • Coupon class of service • CouponFBC • Coupon Operating Carrier • Ticket/Reward Level information • PNR Locator

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• Member Number • Ticket Points. Redeemed • Ticket Number • TicketOD • Ticket Cabin • PNR/Claim Level Information • PNR Locator • Member Number • TTL Points Redeemed • Transaction date • Flight date • Promo codes • RewardID

214

ExhibitD [Intentionally Left Blank)

215

Exhibit E [Intentionally Left Blank)

216

Exhibit F [Intentionally Left Blank)

217

ExhibitG [Intentionally Left Blank)

218

ExhibitH Terms and Conditions - Corporate Club Premier Section 1 General - As set forth in Section 3.6, the Company shall administer the CPC as set forth in this Exhibit H. (a) SME Focus The focus of the CPC will be Aeromexico's commercial needs with respect to the small and medium business customer segment ("SME"). (b) Loyalty Tools Segmentation. Two separate, mutually exclusive loyalty tools have been designed based on company size: (i) Premier Point rebates within CPC for SMEs with up to MxPs. 2.5 million in annual purchases from Aeromexico. (ii) Upfront discounts (outside of CPC): for large businesses with more than MxPs. 2.5 million in annual purchases from Aeromexico. (c) Large businesses may elect to receive a Points rebate within CPC and in such event would not receive upfront discounts. Receipt of double benefits (upfront discounts and Points rebates) is permitted only if authorized by Aeromexico. (d ) The CPC will focus on the Points rebate program rather than the upfront discount alternative, which will be administered directly by Aeromexico. Section 2. Accruals. (a) Accruals are set forth as part of the Accrual Structure in Exhibit B-1 or B-2 , as the case may be (b) No Minimum Billing Requirements. No minimum monthly billing requirement will be required in order to accrue Points. (c) Retroactive Accruals. Retroactive accruals will not be allowed for CPC members. Section 3 Redemptions (a) Non-Air Travel Redemptions. CPC members will be able to redeem Points for certain hotel stays, car rentals, and activities (i.e. transfers) as agreed in writing with Aeromexico. Technological development costs will be for the account of the Company. (b) Additional Benefits Subject to the waiver of Aeromexico's obligation to provide such benefits currently in effect and that shall continue through December 31, 2020,

219

upon the completion of ten segments flown on Aeromexico, CPC members shall receive e coupons valid for the following benefits: (i) One MxPs. 1,000 e-coupon (promo code) applicable to any purchase on aeromexico.com; and (ii) One upgrade from coach to Aeromexico Plus (c) Salon Premier Discounts. CPC members will receive a discount of 50% with respect to the purchase of Salon Premier one day passes and memberships. (d ) Benefits for International Members. Subject to the waiver of Aeromexico' s obligation to provide such benefits currently in effect and that shall continue through December 31, 2020, for CPC members located outside of Mexico, upon the completion of ten segments flown on Aeromexico, such CPC members shall receive e-coupons valid for the following benefits: (i) One 10,000 Points bonus (not applicable for CPC members located in Argentina, Brazil, Chile, Europe, Japan and China); and (ii) One upgrade from coach to Aeromexico Plus. Section 4. Benefit Considerations. (a) The Company shall be responsible for verifying eligibility for benefits, and their distribution. (b) Aeromexico will be responsible for creating thee-coupons for each benefit and their redemption. (c) Upgrade restrictions will be subject to availability (d ) Benefit costs are for the account of Aeromexico (f) Benefit eligibility and distribution technological development costs will be for the account of the Company. (g) E-coupon creation and redemption technological development costs will be for the account of Aeromexico.

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Section 5 Other. (a) Expiration Policy. The CPC Points expiration policy will be extended for inactive accounts from twelve (12) months to twenty-four (24) months from the Points accrual date stamping. The new expiration policy will be applicable to new Points accrued following February 1, 2014. Points previously accrued will continue to be subject to the current twelve (12) month inactive account expiry policy. Expired Points re-activation will be subject to the approval of Aeromexico, and will be billed accordingly to Aeromexico. (c) CPC Websites. As of May 2014, CPC had four live websites: a Mexican site (English and Spanish) and an International site (English and Spanish). International sites are fully adapted to a generic international version. Subsequent modification of the international sites to accommodate other languages will be evaluated by Aeromexico and the Company. Both Parties agree to explore feasible options to enhance Club Premier and Aeromexico' s presence in foreign markets. (d) SkyBonus and CPC Partnership Strategy. CPC and SkyBonus (Delta's SME program) will allow reciprocal accrual and redemption privileges, subject to agreement on applicable terms and conditions. The details of such functionality are currently being discussed by SkyBonus and CPC. (e) Monthly Newsletter. CPC members will receive monthly newsletters containing their Points balance and promotional opportunities. (f) Information Sharing. CPC and Aeromexico will endeavor to improve communication between both Parties by sharing information relating to activity and operational results of the CPC program. The frequency and content of such communication will be defined by the Company and Aeromexico. All information provided will be used solely for improving Aeromexico marketing strategies and increasing the value of CPC for CPC members. (g) Global Operational Standards. The Company shall modify the current earning procedure for CPC Members as follows: (i) The OSI field followed by suffix Aeromexico and CPC membership number must be substituted with OSI followed by suffix YY and then the CPC membership number, as follows: OSIYYFQTC Communication and training shall be provided by Aeromexico and the Company to all relevant operators and technical administrators, including sales representatives, travel agencies, implants, service centers and other Parties involved in the booking and ticketing process.

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(h) Costs and expenses. Except as set forth in this Exhibit H or as may otherwise be agreed by the Parties, each Party shall pay or otherwise bear all costs and expenses incurred in connection with its activities in respect of CPC and no amounts shall be payable or reimbursable by one Party to the other Party. Section 6 Operational standards. (a) New CPC Operational Standards:

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Exhibit I List of Initial Authorized Ticket Agents Set forth below is a list of Authorized Ticket Agents as of the 2020 Amendment Commencement Date:

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ExhibitJ-1 Description of Elite Tier Structure Set forth below is a description of the Elite Tier Structure as of the 2020 Amendment Commencement Date
Table 1 on page 224. Back to List of Tables
None None None Gold Level
Additional Premier Point accrual for
qualifying flights*
100% 50% 25%
Free seat choice on flights paid with
qualifying fares on Aeromexico flights
(subject to availabilitv).
Yes Yes 72hours
prior to the
flight.
Complimentary upgrades to Premier Class
for Member and a companion (subject to
availabilitv and certain route limitations)
120 hours prior
to the flight.
72 hours prior
to the flight.
24 hours
prior to the
flicltt.
Free first checked bag to the United States
and Canada
Yes Yes Yes
Check-in at Sky Priority or SkyTeam®
counters
Yes Yes Yes
SkyTeam® Elite Plus Member recol!Ilition Yes Yes
SkyTeam Elite Member recol!Ilition Yes
Free additional bag on domestic flights** Yes Yes Yes
Complimentary upgrade with Delta,
subject to availability
Yes Yes Yes
Complimentary access to Salon Premier
Aeromexico Lounges
Two
companions
traveling in the
same itinerary
One
companion
traveling in the
same itinerary
Complimentary access to SkyTeam® VIP
Lounges
Yes Yes
One service charge-free award ticket per
year
Yes
1 Award Ticket guaranteed with
Aeromexico per year, upon seat availability
on the plane
Yes
Qualifying Premier Points or segments to
reach or maintain tier
100,000 or 100
se=ents***
None None
*100% for the T1tamum Iler applies only to flights sold by Aeromex1co. *'For USA and Canada, the first bag in coach cabin is free of charge. Additional bag fee waiver does not apply in Premier or Basic 'V' cabins. 'lrll*A minimum of 80,.000 Points or 80 segments must be earned with Aeromexico or Delta flights, and the remaining 20,000 Points or 20 segments may be earned with other SkyTeam flights. Additional accrual and Elite Tier level eligibility and benefits rules and conditions are also set forth in the "Aeromexico Levels" section of the Company's website and are incorporated herein

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by reference.

225

ExhibitT-2 Aeromexico Elite Tier Member Administration Matters Set forth below are the various matters for which each of the Parties shall have responsibility, unless Aeromexico shall elect to assume responsibility as set forth in Section 10.2. The Parties agree to take all commercially reasonable efforts such that the activities performed for Members as Aeromexico Elite Tier Member benefits are consistent in terms of quality regardless of the Party or Channel through which such services are provided. Definition by Aeromexico of Elite Tier Member benefits and related rules are subject to prior consultation with the Company as set forth in Section 10.1
Table 1 on page 226. Back to List of Tables
Descrintion of Aeromexico Elite Tier Member-Related Matter Responsible Pa-rtv
Aeromexico
Define Aeromexico Elite Tier Member tiers, status requirements
and benefits
Calculate, track and communicate status obtained
Define and select Aeromexico Elite Tier Member welcome kit
materials
None
None Company
None Aeromexico and
Company
Produce and distribute Aeromexico Elite Tier Member welcome
kits, including associated costs
Company
Define Aeromexico Elite Tier Member class of service upgrade
policies and rules
Aeromexico
Operate robot for courtesy upgrade for Aeromexico Elite Tier
Members
Track record of Aeromexico Elite Tier Members with granted
upgrades
List Aeromexico Elite Tier Members ranking for upgrades at
counter
Grant courtesy airport upgrades to Aeromexico Elite Tier
Members
Define rules for redemption of upgrades on Aeromexico and
AM Air Partner flights
Aeromexico
None Aeromexico
None Aeromexico
None Aeromexico
None Aeromexico
None Aeromexico

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Table 1 on page 227. Back to List of Tables
None Aeromexico
Define Aeromexico Elite Tier Member baggage benefits Aeromexico
None Aeromexico
None Aeromexico
None Company
None Aeromexico and the
Company, depending on
channel owner contacted
Aeromexico and the
Company, depending on
the Party with the
authority to impose the
relevant fee
None Aeromexico and
Company, depending on
the nature of the fee
involved
None Aeromexico
None Aeromexico
None Aeromexico

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ExhibitJ-3 Company-Provided Benefits The Company shall provide the Aeromexico Elite Tier Member benefits as set forth below, as well as any new benefits agreed to by the Parties from time to time.
Table 1 on page 228. Back to List of Tables
Benefit
Waiver of redemption fee for award tickets
Gold Platinum
No
Titanium
None No None 1 per calendar
vear
Waiver of changes and cancellations fees for
award tickets
No None None

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EXHIBIT B-3 Intercompany Loan Agreement

229

230

231

232

233

234

235

236

237

238

239

240

241

242

243

244

245

246

247

EXHIBIT B-4 Pre-Paid Seat Asset Purchase Agreement

248

249

250

251

252

253

254

255

256

257

258

259

260

261

262

263

264

265

EXHIBIT B-5 Trust Agreement (English)

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Draft Creel [For Discussion Purposes Only] September 7, 2010 [TO BE RATIFIED IN THE PRESENCE OF A MEXICAN NOTARY PUBLIC] This Irrevocable Security Trust Agreement with Reversion Rights No. F/1416 (Contrato de Fideicomiso Irrevocable de Garantía con Derechos de Reversión No. F/1416, the “Trust Agreement”) is entered into on this 13th day of September, 2010 by and among Aerovías de México, S.A. de C.V. (“Aeroméxico”) and Grupo Aeroméxico, S.A. de C.V. (“GAM”, and collectively with Aeroméxico, the “Trustors”), as trustors; Formación Especializada de Negocios, S.A.P.I. de C.V. (“FEN”), as a beneficiary; and Deutsche Bank México, S.A., Institución de Banca Múltiple, División Fiduciaria, as trustee (the “Trustee”); in accordance with the following Recitals, Representations and Warranties, and Clauses. Recitals I. Defined Terms. Capitalized terms used in this Trust Agreement which are not otherwise defined herein, shall have the meaning ascribed to such terms in Section 1.01 hereof. II. Pre-Paid Seat Asset Agreement. Pursuant to the Pre-Paid Seat Asset Agreement dated as of the date hereof (the “PPSA”) entered into by and between FEN and Aeroméxico, Aeroméxico will be deemed to have received and will credit certain amounts in favor of FEN as a guaranty deposit for the future payment and settlement of award tickets. An executed copy of the PPSA is attached hereto as Exhibit “A”. III. Shareholders Agreement. Aeroméxico, GAM, FEN and Aeroplan Holdings UK Limited entered into a shareholders’ agreement dated as of the date hereof (the “Shareholders Agreement”) in order to govern their relationship with respect to (a) the ownership, management and operation of FEN; and (b) the ownership, transfer and issuance of the capital stock of FEN. Representations and Warranties I. Each Trustor hereby represents and warrants, through its legal representatives and under oath, that: (a) it is a sociedad anónima de capital variable duly incorporated and validly existing under the laws of Mexico; (b) it has full legal capacity and sufficient authority (corporate, organizational or otherwise) to enter into, deliver and perform its obligations under this Trust Agreement in accordance with its terms; (c) immediately before giving effect to the transfers contemplated under this Trust Agreement, (i) Aeroméxico is the sole, legal and beneficial owner

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(and registered owner in the stock registry book of FEN) of, and has legal title to [(y) [●] ([●])shares, without nominal value, representing the fixed portion of the corporate capital of FEN; and (z) [●] ([●])shares, without nominal value, representing the variable portion of the corporate capital of FEN], which together represent [●]% of the total issued and outstanding corporate capital of FEN, on a fully diluted basis; and (ii) GAM is the sole, legal and beneficial owner (and registered owner in the stock registry book of FEN) of, and has legal title to [(y) [●] ([●])shares, without nominal value, representing the fixed portion of the corporate capital of FEN; and (z) [●] ([●])shares, without nominal value, representing the variable portion of the corporate capital of FEN], which together represent [●]% of the total issued and outstanding corporate capital of FEN, on a fully diluted basis (all such shares, including any and all voting and economic rights arising from or relating thereto, shall be collectively referred to as the “Shares”); (d) the Shares (i) are fully subscribed, paid for and released; (ii) other than as set forth in the Shareholders Agreement and this Trust Agreement, are free and clear of any Liens, conditions, limitations or restrictions on ownership or any other options or preemptive rights of any kind; and (iii) other than as set forth in the Shareholders Agreement and this Trust Agreement, are not subject to any contracts, agreements or other documents which by their terms restrict, in any way, any assignment, transfer, voting or pledge of the Shares or any portion thereof; (e) other than authorizations and approvals that it has already obtained, it does not require any authorization or approval in order to execute this Trust Agreement and/or to transfer, convey and assign, in favor of the Trustee and for the Purposes of the Trust, its respective rights, title and interest in and to the Shares which shall form part of the Trust Estate in accordance with this Trust Agreement, or to comply with or perform its obligations hereunder, which are legal, valid and enforceable against such Trustor in accordance with their terms; (f) as of the date hereof, there is no pending or threatened action, claim, requirement or proceeding against it before any court, governmental agency, arbitrator or jurisdictional entity that affects or could affect the legality, validity or enforceability of this Trust Agreement, or the legal and valid transfer of the Shares to the Trustee pursuant to this Trust Agreement; (g) the entering into and performance of this Trust Agreement does not violate, or constitute a breach under (i) any provision of the by-laws, deed of incorporation, articles of incorporation, certificate of organization, operating agreement, partnership agreement or any other organization document of such Trustor, (ii) any agreement, contract, license, judgment or order to which such Trustor is a party or by which such Trustor or any of its assets is bound, or (iii) any law, regulation, circular, order or decree of any Governmental Authority applicable to such Trustor;

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(h) the individuals executing this Trust Agreement in the name and on behalf of each Trustor have sufficient power and authority, as well as the necessary authority (corporate, organizational or otherwise) to validly execute and deliver this Trust Agreement on its behalf and to validly bind each such Trustor under the terms herein (including sufficient power and authority to irrevocably assign, convey and transfer all of the Trustors’ respective rights, title and interest in and to the Shares to the Trustee), and such powers, authority and authorizations have not been revoked, modified or limited in any manner; (i) it is its intention and desire to irrevocably assign, convey and transfer all of its respective rights, title and interest in and to the Shares to the Trustee, which shall form part of the Trust Estate for the Purposes of the Trust in accordance with this Trust Agreement; and (j) any Shares transferred by such Trustor to the Trustee pursuant to this Trust Agreement derive from legal and licit sources, product of activities carried out within the legal framework, and that no connection exist between the origin, precedence or destination of such assets or its products and illegal or terrorism supporting activities. II. FEN hereby represents and warrants, through its legal representatives, that: (a) (i) is a sociedad anónima promotora de inversión duly incorporated and validly existing under the laws of Mexico; (b) the individuals executing this Trust Agreement in the name and on behalf of FEN have sufficient power and authority, as well as the necessary corporate authority to validly execute and deliver this Trust Agreement on its behalf, and that such powers, authority and authorizations have not been revoked, modified or limited in any manner; (c) other than authorizations and approvals previously obtained, it does not require any authorization or approval in order to execute this Trust Agreement or to comply with or perform its obligations hereunder, which are legal, valid and enforceable against FEN in accordance with their terms; (d) as of the date hereof, there is no pending or threatened action, claim, requirement or proceeding against it before any court, governmental agency, arbitrator or jurisdictional entity that affects or could affect the legality, validity or enforceability of this Trust Agreement; (e) the entering into and performance of this Trust Agreement does not violate, or constitute a breach under (i) any provision of the by-laws, deed of incorporation, articles of incorporation, certificate of organization, operating agreement, partnership agreement or any other organization document of

269

FEN, (ii) any agreement, contract, license, judgment or order to which FEN is a party or by which FEN or any of its assets is bound, or (iii) any law, regulation, circular, order or decree of any Governmental Authority applicable to FEN; and (f) the Shares have been duly and validly issued by FEN. IV. The Trustee hereby represents and warrants, through its fiduciary delegate (delegado fiduciario), that: (a) it is a sociedad anónima, duly organized and validly existing under the laws of Mexico, authorized by the Ministry of Finance and Public Credit to act as a multiple banking institution and to perform trustee services; (b) it is its intention and desire to enter into this Trust Agreement and to accept its designation as Trustee, and to carry out any and all actions that are necessary or convenient as set forth herein in order to satisfy and fulfill the Purposes of the Trust, as well as to comply with its obligations as provided for in this Trust Agreement and applicable law; (c) it does not require any authorization or approval in order to execute this Trust Agreement, or to perform and comply with its obligations herein, which are legal, valid and enforceable against the Trustee in accordance with their terms; (d) the individual executing this Trust Agreement in the name and on behalf of the Trustee has sufficient power and authority, as well as the necessary corporate authority, to validly execute and deliver this Trust Agreement on its behalf and to validly bind the Trustee under the terms herein and such powers, authority and authorizations have not been revoked, modified or limited in any manner; and (e) as required by the Credit Institutions Law and related regulations, it has provided a clear and unequivocal written explanation to the parties hereto, of the legal meaning and consequences of article 106, section XIX, of the Credit Institutions Law and other related regulations, pursuant to Section 10.01 hereof. V. The Trustors and FEN hereby represent and warrant, through their legal representatives that: (a) As required by the Trustee on an annual basis, they agree to deliver updated corporate information pursuant to the New Client Adoption Policies of Deutsche Bank México, S.A. Institución de Banca Múltiple, (identified as “Know Your Costumer”), in compliance to the terms of transitory subsection 19, 40, 41 and 44 referred to in paragraph fourth of Article 115 of the Law of Banking Institutions (Ley de Instituciones de Crédito)

270

and Article 124 of the Law of Savings and Loans (Ley de Ahorro y Crédito Popular). (b) This Trust Agreement is not an investment trust for all legal purposes and therefore the Trustee shall follow the provisions included in Section 6.04 hereof regarding Permitted Investments performed by the Trustee. (c) The parties hereto acknowledge and agree that the Trustee does not and shall not know the terms and conditions of the agreements related with or derived from this Trust Agreement, that have been or shall be executed by the parties hereto, and therefore agree that the Trustee will not and shall not be responsible in connection to the validity and authenticity of such agreements and that the Trustee shall not be bound to such agreements unless it is party to them in compliance to the instructions received pursuant to the terms of this Trust Agreement. NOW, THEREFORE, based on the Recitals, Representations and Warranties contained herein, the parties hereto agree as follows: ARTICLE 1 DEFINED TERMS; CONSTRUCTION Section 1.01. CERTAIN DEFINED TERMS. (a) As used in this Trust Agreement, the following terms shall have the following meanings: “Additional Shares” has the meaning set forth in Section 4.01(a). “Aeroméxico” has the meaning set forth in the preamble of this Trust Agreement. “Aeroplan” means Aeroplan Holdings UK Limited or an affiliate thereof. “Auction Date” has the meaning set forth in Section 9.02(g)(2)(B). “Beneficiary’s Appraiser” means one of the independent certified public accounting firm from among the “Big Four” international accounting firms or an investment bank with experience in the loyalty industry, in each case that is not reasonably expected to have a conflict in the exercise of its appraisal duties, appointed by FEN to provide an appraisal of the price per share of the Transferred Shares. “Business Day” means any day of the year, except Saturdays and Sundays, on which banking institutions in Mexico City, Mexico, are open to the public to carry out banking operations. “Call” has the meaning set forth in Special Section 9.02(e)2(B).

271

“Capital Distributions” has the meaning set forth in Section 5.01(e). “Circular” means Circular 1/2005 (as amended or otherwise modified from time to time), issued by Banco de México, which contains the Rules to which Multiple Banking Institutions, Brokerage Houses, Insurance Institutions, Bonding Institutions and Sociedades Financieras de Objeto Limitado that are involved in trust transactions are subject to. “Continuation Notice” has the meaning set forth in Special Section 9.02(d). “Deposit” has the meaning set forth in Special Section 9.02(e)2(C). “Distribution Event” means (a) the delivery of a written notice by FEN to Aeromexico as set forth in Section 6.2 of the PPSA demanding payment of the Outstanding Deposit Amount and any other amounts outstanding under the PPSA and (b) the failure by Aeromexico to pay the Outstanding Deposit Amount and any such other amounts as set forth in such Section 6.2. “Distribution Notice” has the meaning set forth in Section 9.01(a). “Dollars” and “US$” means the legal currency of the United States of America. “FEN” has the meaning set forth in the preamble of this Trust Agreement. “GAM” has the meaning set forth in the preamble of this Trust Agreement. “Governmental Authority” means any branch of power (whether administrative, legislative or judicial) of any state, any nation or government, any state or other political or administrative subdivision thereof, any central bank (or similar monetary or regulatory authority) and any entity exercising executive, legislative, judicial, regulatory or administrative authority of or pertaining to government or quasi-governmental issues (including any court). “Highest Bidder” has the meaning set forth in Special Section 9.02(e)2(C). “Impositions” has the meaning set forth in Section 7.01(d). “Indemnity Amount” means any amount payable by Aeromexico to FEN pursuant to the indemnity obligation of Aeromexico set forth in Section 7.2 of the PPSA. “Law” means the General Law of Negotiable Instruments and Credit Transactions of Mexico. “Lien” means any mortgage, pledge, hypothecation, assignment for security purposes, deposit arrangement, guarantee trust (fideicomiso de garantía), encumbrance, lien (statutory or other), or other security agreement or arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, but excluding any operating lease), or any other contractual or statutory arrangement or provision having

272

substantially the same economic, financial or operational effect as any of the foregoing, including any device (including a foreign trust or joint venture) for the purpose of setting aside funds for facilitating payments to any Person or group of Persons, as well as any other conditions, limitations or restrictions on ownership or any other options or preemptive rights of any kind, including, without limitation, any rights of first refusal or rights of first offer, over or with respect to such asset. “Mexico” means the United Mexican States. “Notice of Potential Buyers” means a written notice delivered by FEN to the Trustee, in its sole and absolute discretion, containing a list with the names, domiciles, telephone and fax numbers of Potential Buyers of the Transferred Shares pursuant to the auction procedures set forth in Special Section 9.02(g)(2) (C), (D, (E) and (F). “Notice of Trustee” has the meaning set forth in Special Section 9.02(a). “Outstanding Amount” means the sum of (i) the Outstanding Deposit Amount, (ii) any Indemnity Amount, (iii) all reasonable and documented expenses and costs incurred by and other amounts owed to FEN, the Trustee or any other Person (except for the Trustors) in connection with the sale and distribution of the Trust Estate as of the date on which the transfer of title to the Transferred Shares to Aeroplan or to the Highest Bidder, as the case may be, is perfected in accordance with applicable law. “Outstanding Deposit Amount” shall have the meaning assigned to such term under the PPSA. “Permitted Investments” has the meaning set forth in Section 6.04. “Person” shall mean any individual, corporation, company, voluntary association, partnership, limited liability company, joint venture, trust, unincorporated organization, Governmental Authority or other entity of whatever nature. “Pesos” and “$” means the legal currency of Mexico. “Potential Buyers” means the Persons identified in a Notice of Potential Buyers as potential buyers of the Transferred Shares in accordance with the procedure for the extrajudicial sale of the Trust Estate set forth in Special Section 9.02, provided that Aeroplan and each of the Trustors shall always be included as a potential buyer in a Notice of Potential Buyers. “PPSA” has the meaning set forth in Recital II of this Trust Agreement. “Preferential Right” has the meaning set forth in Special Section 9.02(e)2(B). “Purposes of the Trust” has the meaning set forth in Section 2.04. “Reference Price” has the meaning set forth in Special Section 9.02(e)2(A).

273

“Secured Obligations” Aeromexico’s obligation to pay the Outstanding Deposit Amount and the Indemnity Amount when due in accordance with the PPSA. “Shareholders Agreement” has the meaning set forth in Recital III of this Trust Agreement. “Shares” has the meaning set forth in Representation I (c) above. “Suspension Notice” has the meaning set forth in Special Section 9.02(d). “Termination Notice” has the meaning set forth in Section 3.01. “Transferred Shares” means the Shares and the Additional Shares that form part of the Trust Estate in accordance with this Agreement, in each case, together with any and all voting and economic rights arising from or relating thereto, including, without limitation, the Capital Distributions. “Trust Account” means the bank account opened and maintained by the Trustee, with [name of banking institution] in the name of the Trustee, in accordance with this Trust Agreement and for the Purposes of the Trust. “Trust Agreement “means this Irrevocable Security Trust Agreement with Reversion Rights No. F/1416 (Contrato de Fideicomiso Irrevocable de Garantía con Derechos de Reversión No. F/1416), as amended, amended and restated, supplemented or otherwise modified from time to time. “Trust Assets” means the collective reference to (i) the Transferred Shares (including the Capital Distributions), and (ii) the Trust Account. “Trust Estate” means the collective reference to the Trust Assets, as well as all cash and all products and/or proceeds derived from or in connection with the Trust Assets, including, without limitation, any and all Capital Distributions and any and other amounts deposited in the Trust Account. “Trustee” has the meaning set forth in the preamble of this Trust Agreement. “Trustor” has the meaning set forth in the preamble of this Trust Agreement. “Voting Rights” has the meaning set forth in paragraph (a) of Section 5.01. Section 1.02. CONSTRUCTION OF DEFINED TERMS. (a) The definitions set forth in Section 1.01 above shall apply equally to both the singular and plural forms of such terms. Whenever the context may so require, any pronoun shall include the corresponding masculine, feminine and neutral forms. Unless the context shall otherwise require, all references to Articles and Sections and to paragraphs, items or numerals of Articles or Sections, shall be deemed to be references to

274

Articles, Sections, paragraphs, items or numerals of this Trust Agreement, and all references to Exhibits shall be deemed to be references to Exhibits of this Trust Agreement, which are hereby incorporated by reference to be a part of this Trust Agreement. The words (i) “hereof”, “herein” “hereunder”, “in this”, “this” “hereinafter” and words of similar import, when used in this Trust Agreement, shall refer to this Trust Agreement as a whole and not to any particular Article, Section, paragraph, item or numeral of this Trust Agreement; and (ii) “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, unless such phrase otherwise appears. (b) In addition, references to (i) any agreement, contract, document or instrument includes the reference to such agreement, contract, document or instrument as amended, amended and restated, supplemented or otherwise modified from time to time, and (ii) any law, rule or regulation includes the amendments thereto from time to time or to any law, rule or regulation successor thereto. ARTICLE 2 TRUST Section 2.01. ESTABLISHMENT OF THE TRUST; PERFECTION; REGISTRATION AND TRUSTEE APPOINTMENT. (a) Establishment of the Trust. In order to irrevocably secure the due and timely payment when due of any and all of the Secured Obligations, each Trustor hereby irrevocably assigns, conveys and transfers all of its rights, title and interest in and to its respective Shares in favor of the Trustee, for the Purposes of the Trust, with everything that corresponds thereto by law or in fact, free and clear of any Liens and without any ownership limitations or preemptive rights of any kind. (b) Shares. For purposes of perfecting the irrevocable transfer of title to the Shares in favor of the Trustee, the Trustors hereby deliver to the Trustee (i) the original stock certificates evidencing the Shares, duly endorsed “in property” (“en propiedad”) by the respective Trustor in favor of the Trustee; and (ii) a copy of the entry made in the stock registry book of FEN, duly certified by the secretary of the board of directors of FEN (in the form of Exhibit “B” hereto), evidencing that, on the date hereof, the transfer of the Shares in favor of the Trustee pursuant to this Trust Agreement has been duly recorded in such stock registry book. FEN hereby acknowledges and agrees to the transfer of the Shares in favor of the Trustee and irrevocably agrees that any and all Capital Distributions required to be made by it with respect to the Shares will be made directly to the Trustee in the Trust Account as provided in this Trust Agreement, except as provided for in paragraph (b) of Section 5.1 hereof. (c) Additional Shares. The irrevocable transfer of property and title in favor of the Trustee to any Additional Shares shall be perfected as provided for in Section 4.01. (d) Cash and other Assets. If, notwithstanding the provisions of this Trust Agreement (including, without limitation, this Section 2.01), any Trustor receives any Capital Distributions, cash, products and/or proceeds derived from or in connection with

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the Trust Assets, then such amounts shall (1) constitute and form part of the Trust Estate pursuant to this Trust Agreement, (2) be received in deposit by such Trustor as agent of the Trustee, (3) be segregated from other funds or property of such Trustor, and (4) be deposited by such Trustor in the Trust Account immediately upon receipt thereof in the same form as received and without any deduction, set-off, abatement or counterclaim as provided in Section 6.02, and (4) be distributed as set forth in Section 6.03. (e) Acceptance of the Trustee’s Appointment. The Trustee hereby (i) accepts its appointment as trustee hereunder, and agrees to loyally and faithfully comply with the Purposes of the Trust and all obligations expressly assumed by the Trustee in accordance herewith and applicable law; (ii) receives the Trust Assets pursuant to the terms of this Trust Agreement; and (iii) acknowledges and accepts title to the Trust Assets, and agrees to hold such title solely for the Purposes of the Trust. The Trustee is hereby authorized to take any and all actions that may be necessary to comply with the Purposes of the Trust in accordance with the express provisions of this Trust Agreement and the written instructions of FEN in such regard, and the Trustee agrees not to perform or fail to perform any actions which may impede or otherwise obstruct the fulfillment of the Purposes of the Trust in accordance with this Trust Agreement and applicable law. (f) Acceptance of Aeroplan’s Appointment as Beneficiary. The Trustors and FEN hereby expressly and irrevocably designate and appoint Aeroplan, for purposes of Section 9.02, as beneficiary under this Trust Agreement. The Trustors, the Trustee and FEN hereby expressly recognize and acknowledge, for all legal purposes, that Aeroplan has accepted such irrevocable designation and appointment as evidenced in the acceptance letter attached hereto as Exhibit “C”. Section 2.02. PRINCIPAL AMOUNT OF SECURED OBLIGATIONS. The parties hereby expressly acknowledge and agree that the Trust Estate secures all of the Secured Obligations. Section 2.03. PARTIES TO THE TRUST. The parties to this Trust Agreement are the following: Trustors: Aerovías de México, S.A. de C.V. and Grupo Aeroméxico, S.A. de C.V. (and their respective permitted successors and assigns), with respect to the Shares that are transferred by such Trustors to the Trustee pursuant to this Trust Agreement Trustee: Deutsche Bank México, S.A., Institución de Banca Múltiple, División Fiduciaria (and its permitted successors and assigns) Beneficiaries: Formación Especializada de Negocios, S.A.P.I. de C.V. (and its permitted successors and assigns in such capacity) and, solely for purposes of Section 9.02, Groupe Aeroplan, Inc. Section 2.04. PURPOSES OF THE TRUST. The purposes of this Trust Agreement (the “Purposes of the Trust”) are to irrevocably secure the due and timely payment when due

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of all the Secured Obligations. In connection with the foregoing, the Trustee shall: (a) be the sole legal owner (único y legítimo propietario) of, and hold good and clear title to, the Trust Estate (whether now or hereafter transferred to Trustee pursuant to the terms of this Trust Agreement), free and clear of any Liens, throughout the term of this Trust Agreement and, in any event, until all of the Secured Obligations shall have been duly and legally paid and indefeasibly discharged in full and FEN confirms such payment and discharge by delivering a Termination Notice to the Trustee pursuant to Section 3.01; (b) release Shares from time to time as instructed by FEN pursuant to Section 4.02; (c) upon its receipt of a Distribution Notice from FEN, carry out the procedure for the extrajudicial sale and distribution of the Trust Estate provided for in Special Section 9.02; (d) upon its receipt of a Termination Notice from FEN in accordance with Section 3.01, revert title to the Trust Estate to the respective Trustors, solely and exclusively in accordance with Section 3.01; (e) exercise or refrain from exercising the Voting Rights pertaining to any Transferred Shares pursuant to the written instructions received from the Trustors, or by FEN after a Distribution Notice has been received from FEN, in accordance with and subject to the conditions set forth in Section 5.01; provided, however, that upon receipt by the Trustee of a Distribution Notice, all Voting Rights pertaining to the Transferred Shares will only be exercised by the Trustee exclusively in accordance with the written instructions given by FEN, as provided in Section 5.01, and all rights of the Trustors to instruct the Trustee to exercise or refrain from exercising any such Voting Rights will immediately cease; (f) establish, preserve, manage and make distributions from the Trust Account as provided for in this Trust Agreement; (g) invest any amounts deposited in the Trust Account that are not distributed as expressly set forth herein, in Permitted Investments as provided for in Section 6.04; (h) prepare and deliver (i) to FEN and the Trustors, as soon as possible, but in any event within 10 (ten) Business Days after receiving a written request from either FEN or the Trustors, a statement of accounts in connection with the Trust Estate (including the Trust Account) for the period since the previous such request; and (ii) any other report with respect to the Trust Account or any other information requested in writing by FEN and/or the Trustors in connection with the Trust Estate, no later than 10 (ten) Business Days following the date on which the Trustee receives any such request in writing; (i) deliver by fax, e-mail or courier to (i) FEN any information or document received by the Trustee from the Trustors or any other Person in connection with or relating to this Trust Agreement and/or the Trust Estate, within 3 (three) Business Days

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after the Trustee receives any such information or document, unless a different delivery period is provided for herein and (ii) the Trustors any information or document received by the Trustee from FEN or any other Person in connection with or relating to this Trust Agreement and/or the Trust Estate, within 3 (three) Business Days after the Trustee receives any such information or document, unless a different delivery period is provided for herein; (j) open the Trust Account with [name of banking institution]; and (k) in general, carry out any and all actions, comply and follow all written instructions delivered by FEN and/or by either of the Trustors, as applicable, in accordance with the express provisions of this Trust Agreement. ARTICLE 3 TERM Section 3.01. TERM OF THIS AGREEMENT. This Trust Agreement shall remain in full force and effect until all of the Secured Obligations have been duly and legally satisfied, paid and indefeasibly discharged in full, to the satisfaction of FEN, except that this Trust Agreement may terminate (a) on the date on which the provisions of Special Section 9.02 have been fully complied with; (b) upon the occurrence of any of the events set forth in article 392 of the Law (with the exception of section VI of such article 392) which is compatible with the nature of this Trust Agreement; or (c) when all the Secured Obligations have been paid in full, upon receipt by the Trustee of a termination notice delivered by FEN, substantially in the form attached hereto as Exhibit “DE” (the “Termination Notice”). The Termination Notice shall be delivered by FEN to the Trustee (with a copy to each Trustor), ratified before a notary public, promptly but in any event within the 10 (ten) Business Days following the date on which all the Secured Obligations have been duly and legally satisfied, paid and indefeasibly discharged in full, to the satisfaction of FEN. Upon delivery of the Termination Notice by FEN to the Trustee as herein contemplated, all rights of FEN under this Trust Agreement shall terminate, and the Trustee shall revert title to the Trust Estate to the Trustors in accordance with this Section or as otherwise instructed by the Trustors in writing. ARTICLE 4 ADDITIONAL SHARES; CAPITAL INCREASES; RELEASE OF SHARES Section 4.01. ADDITIONAL SHARES; CAPITAL INCREASES, ETC. (a) Each Trustor hereby acknowledges and agrees that any additional rights, shares and/or certificates and other instruments hereinafter created or issued in substitution of, or in addition to the Transferred Shares as a consequence of a corporate restructure, capital increase, merger, spin-off, transformation or similar action of FEN (in each case, the “Additional Shares”), will, as of the moment of issuance thereof (i) be subscribed in the name of the Trustee; (ii) constitute part of the Transferred Shares pursuant to this Trust Agreement; and (iii) be (and shall be considered) for all legal purposes, an integral part of the Trust Estate held by the Trustee pursuant to this Trust

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Agreement, and therefore, subject to the terms and conditions of this Trust Agreement. (b) In the event that the shareholders of FEN resolve to increase the corporate capital of FEN through the issuance, subscription and payment of Additional Shares, the Trustee shall, acting upon the written instructions of the Trustors, or by FEN if a Distribution Notice has been received by the Trustee, as the case may be, subscribe and pay the portion of such increase that corresponds to the Transferred Shares, provided, however, that the Trustee shall not carry out any such subscription and payment, unless and until (i) the Trustee is expressly instructed in writing to carry out any such subscription and payment by the Trustors or by FEN, as the case may be; (ii) the Trustors or FEN, as the case may be, deliver to the Trustee the funds necessary to allow the Trustee to effect such payment, at least 2 (two) Business Days prior to the date when the payment of the capital increase is due; and (iii) the Trustee receives a certificate of an authorized officer of FEN, certifying that, upon the issuance of such Additional Shares, such Additional Shares will be registered in the stock registry book of FEN, in the name of the Trustee; and provided, further, that as soon as possible thereafter, but in any event on the Business Day immediately following the date on which such Additional Shares are issued, FEN shall deliver to the Trustee a certificate of an authorized officer of FEN, certifying that such Additional Shares, have been duly and validly issued, paid for, released and registered in the stock registry book of FEN, in the name of the Trustee. Any Additional Shares shall constitute part of the Trust Estate and, therefore, be subject to the terms and conditions of this Trust Agreement. Section 4.02. RELEASE OF SHARES. If instructed by FEN pursuant to express written instructions, the Trustee shall release the number of Transferred Shares then included in the Trust Estate designated by FEN by transferring title thereof, through endorsement of the corresponding certificates, in favor of the Trustor that originally transferred such Transferred Shares within 3 (three) Business Days after receiving such written instruction. ARTICLE 5 SHARES; VOTING, MANAGEMENT AND CAPITAL DISTRIBUTIONS Section 5.01. SHARES; VOTING, MANAGEMENT AND CAPITAL DISTRIBUTIONS. (a) Unless a Distribution Notice has been delivered to the Trustee, each Trustor shall have the right to instruct the Trustee in writing in connection with the exercise of the voting rights pertaining to the Transferred Shares transferred by such Trustor to the Trustee pursuant to this Trust Agreement (collectively, the “Voting Rights”), in each case, in a manner that does not result (or could not reasonably be expected to result) in a breach of or a conflict with the terms and conditions of this Trust Agreement, the Shareholders Agreement, or the rights and remedies of the Trustee and FEN under this Trust Agreement or the ability of Trustee and/or FEN to exercise any such rights and remedies. (b) Any and all dividends, capital distributions, proceeds, amounts or other consideration of any kind paid in cash arising from or in connection with the Transferred Shares (collectively, the “Capital Distributions”) shall be paid to and received directly by the Trustee in the Trust Account, and applied by the Trustee as provided in Section 6.03 or

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as provided in Special Section 9.02, as the case may be. (c) Notwithstanding anything to the contrary contained herein, each Trustor expressly acknowledges and agrees that, as of the date on which FEN delivers to the Trustee a Distribution Notice, any and all rights of the Trustors under this Section 5.01 shall immediately cease and FEN shall have the exclusive, unrestricted right to instruct the Trustee in writing as to the manner in which the Trustee shall (i) exercise all Voting Rights and other economic rights pertaining to the Transferred Shares; and (ii) distribute any and all Capital Distributions pertaining to the Transferred Shares, as the case may be. ARTICLE 6 CASH MANAGEMENT Section 6.01. TRUST ACCOUNT. (a) As part of the Purposes of the Trust, the Trustee shall open (and will maintain throughout the term of this Trust Agreement) the Trust Account which has been established solely for collection and payment purposes as contemplated herein, and therefore shall not be deemed or construed as to qualify this Trust Agreement as a trust with business activities (fideicomiso con actividades empresariales) for any purpose whatsoever. (b) Each Trustor expressly and irrevocably acknowledges and agrees that any and all Capital Distributions, payments, cash and all other products and/or proceeds derived from or in connection with the Trust Estate, if applicable pursuant to Section 5.01(b), are and/or shall be deposited in the Trust Account and constitute part of the Trust Estate, as herein contemplated. Section 6.02. DEPOSITS IN TRUST ACCOUNT. Any and all Capital Distributions, all other amounts in cash and all other products and/or proceeds derived from or in connection with the Trust Estate that are received by the Trustee pursuant to this Trust Agreement shall be directly paid to, and received by the Trustee, and deposited by the Trustee in the Trust Account, immediately upon receipt thereof. Each Trustor hereby irrevocably agrees that any and all Capital Distributions made to it with respect to the Transferred Shares will be made and paid directly to the Trustee in the Trust Account. If for any reason any Trustor (either directly or through any agent or person acting on its behalf) receives any Capital Distributions or any other amounts in cash, products and/or proceeds derived from or in connection with the Trust Assets, then any such amounts shall be (i) received in deposit by such Trustor for the benefit of the Trustee; (ii) segregated from other funds of such Trustor; and (iii) deposited by such Trustor (or any agent or Person acting on its behalf) in the Trust Account, within 5 (five) Business Days after receipt thereof, in the same form as received and without any deduction, set-off, abatement or counterclaim. Section 6.03. DISBURSEMENTS FROM TRUST ACCOUNT.

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(a) Transfers from the Trust Account prior to a Distribution Event. Prior to the receipt by the Trustee of a Distribution Notice from FEN, the Trustee shall transfer all Capital Distributions and other funds deposited in the Trust Account to the respective Trustors on the same day as received, in the same proportion as the proportion of Transferred Shares then constituting the Trust Estate that were originally transferred by each Trustor. (b) Transfers from the Trust Account after a Distribution Event. Upon receipt by the Trustee of a Distribution Notice from FEN, the Trustee shall disburse all amounts received in the Trust Account to FEN on the date received and FEN shall apply such amounts against the Secured Obligations in accordance with the PPSA. Section 6.04. PERMITTED INVESTMENTS. Subject to the distribution requirements set forth in Section 6.03, during the term of this Trust Agreement, the Trustee shall invest any amounts deposited in the Trust Accounts, subject to any applicable legislation, rules and regulations, in accordance with the written instructions of FEN, provided, that in the event FEN does not instruct the Trustee to make any such investment, the Trustee may invest any amounts deposited in the Trust Accounts in debt instruments issued by the Mexican federal government (“Permitted Investments”). Such Permitted Investments shall be in (i) Mexican pesos, (ii) for a maximum period of 28 days, and (iii) have the highest rating provided by the any rating agency authorized by the Comisión Nacional Bancaria y de Valores. Pursuant to clause 106 subsection XIX paragraph b) of the Law of Credit Institutions (Ley de Instituciones de Crédito), the Trustee shall not be responsible for the rate applicable to the investments performed in connection to this Section 6.04. The Trustee shall not be responsible for the detriment of the values of the investment due to market fluctuations unless such detriment is a direct consequence of the Trustee due to gross negligence, bad faith and willful misconduct according to Article 391 of the Ley General de Títulos y Operaciones de Crédito. The acquisition of securities shall be subject to its timing, availability, liquidity as well as the existing market conditions at the moment of the transaction. In the event the Trustee receives any amount after [__]:[__], such amounts shall be invested the following Business Day. The Parties agree that the Trustee shall not be held liable for any detriment, loss, suspension of the listed values, titles, documents acquired upon the investment agreement to be executed in order to make Permitted Investments or as a consequence of a bancroptcy process or breach of the issuer unless such detriment, loss, suspension, or otherwise is due to gross negligence, bad faith and willful misconduct of the Trustee, pursuant to Article 391 of the Ley General de Títulos y Operaciones de Crédito. ARTICLE 7 TRUST ESTATE; INSPECTION; ETC.

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Section 7.01. DEFENSE OF THE TRUST ESTATE; INDEMNITY. (a) Pursuant to Article 391 of the Law, the Trustee shall (i) always act as a good paterfamilias and comply with all its duties and obligations hereunder pursuant to the provisions of this Trust Agreement and applicable law; and (ii) be liable for any loss (pérdida) or detriment (menoscabo) that the Trust Estate or any portion may suffer due to its negligence, bad faith or willful misconduct. (b) In case the defense of the Trust Estate is required before any third party, the Trustee shall grant special powers of attorney (which in no case shall be irrevocable or include authority for acts of ownership, to open bank accounts, to execute negotiable instruments or to enter into credit transactions, or to delegate or substitute such powers of attorney) to the individuals designated in writing by the Trustors, unless a Distribution Notice has been delivered to the Trustee, in which case FEN shall be entitled to instruct the Trustee in writing to revoke any powers of attorney previously granted and to grant powers of attorney to the individuals designated by FEN; provided, however, that the Trustee and FEN shall assume no liability in connection with the actions carried out by any such attorneys-in-fact, and such provision shall be included in the powers of attorney granted by the Trustee; provided, further, that (i) any and all reasonable and documented costs, fees and expenses incurred by such attorneys-in-fact in the exercise of such powers of attorney shall be covered solely and exclusively, jointly and without limitation, by the Trustors, and (ii) the Trustee and FEN shall have no liability in connection therewith. (c) If the Trustee becomes aware of any event that requires or becomes necessary to take any urgent action to preserve and maintain the Trust Estate (or any portion thereof) and it is impossible that the Trustee notifies such circumstance to the Trustors and FEN, then the Trustee shall be obligated to take all such immediate actions as are required to preserve and maintain the Trust Estate; provided that the Trustee shall have no liability in connection with such immediate actions to the extent it acts in accordance with the express provisions of this Trust Agreement and applicable law. Any and all reasonable and documented expenses incurred by the Trustee in connection with any such actions shall be paid solely and exclusively, jointly and without limitation, by the Trustors. (d) The Trustors shall pay (or cause to be paid), jointly and without limitation, all taxes, assessments, liens, fines, penalties, interest, contributions or other fiscal responsibilities, and other similar public and private claims which may be payable, assessed, levied, imposed upon or become a lien on or against any portion of the Trust Estate (all of the foregoing items are collectively referred to as the “Impositions”), and the Trustee and FEN shall have no liability whatsoever in connection therewith. At the request of FEN or the Trustee, each Trustor shall provide to FEN and the Trustee a true and correct copy of the receipts of the imposing authority, or other evidence reasonably satisfactory to FEN evidencing the payment of the Impositions in full. (e) The Trustors hereby agree to jointly defend, indemnify, and hold harmless the Trustee, FEN, and their respective officers, fiduciary delegates, directors, employees, legal advisors and agents from and against any and all claims, demands, penalties, causes

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of action, fines, liabilities, settlements, damages, reasonable and documented costs or expenses of whatever kind or nature, known or unknown, foreseen or unforeseen, contingent or otherwise (including, without limitation, reasonable and documented attorneys’ fees and expenses) arising out of or incurred in connection with this Trust Agreement, Trust Estate or any actions or omissions relating thereto (including, the procedure for the extrajudicial sale and distribution of the Trust Estate set forth in Special Section 9.02), but excluding any such claims, demands, penalties, causes of action, fines, liabilities, settlements, damages, reasonable and documented costs or expenses incurred primarily by reason of the negligence of the Person to be indemnified, as determined by a final, non appealable judgment by a court of competent jurisdiction. The obligations of the Trustors under this paragraph (e) of this Section 7.01 shall survive any sale or transfer of the Trust Estate, whether pursuant to Special Section 9.02 or otherwise. (f) Without limiting the generality of paragraphs (d) and (e) above of this Section 7.01, each Trustor hereby notifies and informs the Trustee of its will to exercise the option to comply, on its own account, with the obligations set forth in the tax regulations with respect to everything related to this Trust Agreement, including, without limitation, in accordance to what is provided in the last paragraph of article 16 of the Ley del Impuesto Empresarial a Tasa Única and rule 17.14. of the Resolución Miscelánea Fiscal in effect. Section 7.02. ADDITIONAL OBLIGATIONS OF THE TRUSTORS. During the term of this Trust Agreement, each Trustor covenants and agrees, without limitation: (a) (i) To defend the title and right of the Trustee and FEN in and to the Trust Estate against any claims and actions of any Person other than the Trustee and FEN; (ii) not to create, incur, assume or permit the existence of any Lien or guaranty, or options in favor of, or any claim of any Person in connection with, the Trust Estate (or any portion thereof), in each case, without the prior written consent of FEN; (iii) not to sell, transfer, assign, encumber, pledge, deliver, transfer in trust, grant, usufruct or dispose in any manner, of the Trust Estate (or any portion thereof), in each case, without the prior written consent of FEN, except as expressly permitted by this Trust Agreement; and (iv) to execute and deliver to the Trustee and/or FEN those documents and carry out any action in connection with this Trust Agreement and/or the Trust Estate, that FEN or the Trustee (in accordance with and pursuant to the instructions of FEN) may reasonably request in writing from time to time in order to protect and maintain the Trust Estate, perfect the transfer of title of the Trust Estate in favor of the Trustee, as well as to pay any and all reasonable and documented costs and expenses derived from or in connection with the foregoing. (b) To give written notice to FEN promptly (and, in any event, within 3 (three) Business Days) after a Trustor obtains knowledge of the occurrence of a Distribution Event. ARTICLE 8 WARRANTY OF TITLE

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Section 8.01. WARRANTY OF TITLE AND RIGHT OF POSSESSION (SANEAMIENTO PARA EL CASO DE EVICCIÓN). (a) The Trustors shall, without limitation, be and remain jointly liable and be responsible before the Trustee, FEN and any third party that acquires title to or any other interest in the Trust Estate (or any portion thereof) as a result of the procedure for the extrajudicial sale and distribution of the Trust Estate set forth in Special Section 9.02 or otherwise, for (i) the warranty of title and right of possession (saneamiento para el caso de evicción) of the Trust Estate or any portion thereof as provided for under Mexican law; and (ii) any hidden defects affecting the Trust Estate (vicios ocultos) (or any portion thereof) as provided for under Mexican law. The obligations of the Trustors under this Section 8.01(a) shall remain in full force and effect during the term of this Trust Agreement and shall survive for an additional period of 5 (five) years following the date on which FEN (or any other Person designated by FEN for such purposes) or any other third party acquires title to or any other interest in the Trust Estate (or any portion thereof) as a result of the procedure for the extrajudicial sale and distribution of the Trust Estate set forth in Special Section 9.02 or otherwise. (b) The Trustors hereby authorize the Trustee and FEN to assign or otherwise transfer their rights under Section 8.01(a) to any third party that acquires title to or any other interest in the Trust Estate (or any portion thereof) pursuant to the procedure for the extrajudicial sale and distribution of the Trust Estate set forth in Special Section 9.02 or otherwise; provided, however, that in connection with such assignment or other transfer, the Trustee’s obligations shall be limited to assigning or otherwise transferring the rights under this Section 8.01(b) in favor of the person or persons designated by FEN in writing. ARTICLE 9 DISTRIBUTION EVENTS; FORECLOSURE; APPLICATION OF PROCEEDS; INDEMNIFICATION; ETC. Section 9.01. DISTRIBUTION EVENT. (a) Upon delivery of a notice by FEN to the Trustee (such notice, a “Distribution Notice”) certifying that a Distribution Event has occurred and is continuing, each Trustor hereby acknowledges and agrees and expressly and irrevocably authorizes the Trustee to follow the procedure for the extrajudicial sale and distribution of the Trust Estate set forth in Special Section 9.02. The Distribution Notice shall be prepared substantially in the form of notice attached hereto as Exhibit “EF”. (b) Upon delivery of a Distribution Notice by FEN to the Trustee, (i) the Trustee shall convert, apply and/or transfer all funds thereafter deposited in the Trust Account exclusively in accordance with the written instructions of FEN and specifically pursuant to such instructions; (ii) any and all rights of the Trustors pursuant to Sections 5.01 and 7.02 of this Trust Agreement shall immediately cease, and shall be exercised by FEN, pursuant to the provisions of this Trust Agreement; and (iii) any and all rights relating to or in connection with the Trust Estate shall be subsequently exercised exclusively by the Trustee (in accordance with and pursuant to the written instructions of FEN).

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(c) The Trustors expressly acknowledge that FEN has executed the PPSA based on, and that the essential inducement to FEN is, among others, the agreement of the Trustors and their express and irrevocable authorization to the Trustee to follow the procedure for the extrajudicial sale and distribution of the Trust Estate set forth under Special Section 9.02, in accordance with article 83 of the Credit Institutions Law and article 403 of the Law. To the extent permitted by applicable law, the Trustors and the Trustee hereby irrevocably agree to abstain from filing, and hereby waive any right they may have or which they may hereinafter acquire, to file any claim in connection with the validity, legality or enforceability of the procedure for the extrajudicial sale and distribution of the Trust Estate set forth in Special Section 9.02. The Trustors, the Trustee and FEN hereby expressly agree that the matters set forth herein, which have been expressly acknowledged by the Trustors, shall have the effect of a transaction to prevent future disputes, in accordance with Title Sixteen of the Second Part of Book Four of the Federal Civil Code, and the corresponding provisions of the Civil Codes of the States of Mexico and the Federal District of Mexico. SPECIAL SECTION 9.02 EXTRAJUDICIAL SALE Section 9.02. PROCEDURE FOR THE EXTRAJUDICIAL SALE AND DISTRIBUTION OF THE TRUST ESTATE. Pursuant to article 83 of the Credit Institutions Law and article 403 of the Law, the parties hereby expressly and irrevocably agree that, upon receipt by the Trustee of a Distribution Notice, the Trustee shall extra-judicially (i) transfer all or any portion of the Trust Estate, and/or (ii) distribute any and all Capital Distributions, funds and other amounts deposited in the Trust Account, in each case, in accordance with the following procedure: (a) The Trustee shall give notice (the “Notice of Trustee”) to each Trustor (with a copy to FEN) indicating that it has received a Distribution Notice and attaching a copy thereof, as soon as possible, but in any event within the 3 (three) Business Days immediately following the date on which the Trustee receives the Distribution Notice from FEN. The Notice of Trustee shall be prepared substantially in the form of notice attached hereto as Exhibit “F”. (b) FEN shall be entitled, at any time following the delivery of a Distribution Notice, by written notice to the Trustee (each such notice, a “Suspension Notice”), to instruct the Trustee to suspend, in whole or in part, on the date and time the Trustee receives such Suspension Notice, the procedure for the extrajudicial sale and distribution of the Trust Estate initiated pursuant to such Distribution Notice, provided, however, that such suspension shall cease to be effective, in whole or in part, from the date the Trustee receives from FEN one or more instructions in writing (each such notice, a “Continuation Notice”) instructing the Trustee to continue, in whole or in part, with the suspended procedure for the extrajudicial sale and distribution of the Trust Estate. Each Suspension Notice and Continuation Notice shall be prepared substantially in the form attached hereto as Exhibit “G” and Exhibit “H”, respectively.

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Once the Trustee receives the corresponding Continuation Notice, the Trustee shall immediately continue with the procedure for the extrajudicial sale and distribution of the Trust Estate in accordance with this Special Section 9.02. (c) Each Distribution Notice, Notice of Trustee, Cure Notice, Suspension Notice and Continuation Notice shall be delivered in writing to the appropriate parties, at the addresses set forth in Section 13.05. (d) Following receipt of the Notice of Trustee, the Trustors shall have 5 (five) Business Days following the date of receipt of the Notice of Trustee to make a binding offer in writing delivered to FEN and the Trustee pursuant to which such Trustors agree to pay and satisfy in full the Secured Obligations pursuant to this Section 9.02(d) after paying for all other amounts set forth in paragraphs (i) through (iii) under Section 9.02(f)(3). Pursuant to such offer, the Trustors shall pay and satisfy all of the Secured Obligations and such other amounts in full within no later than 20 (twenty) calendar days following the receipt of such written offer. When all of the Secured Obligations and such other amounts have been paid in full as set forth herein, FEN shall deliver a Termination Notice to the Trustee in the terms described under Section 3.01, and all rights of FEN under this Trust Agreement shall terminate, and the Trustee shall revert title to the Trust Estate to the Trustors in accordance with Section 3.01 hereof or as otherwise instructed by the Trustors in writing. (e) In the event that the Trustors fail to make an offer to pay the Secured Obligations pursuant to paragraph (d) above, Aeroplan shall have a 15 (fifteen) calendar day period after such failure to make an offer to acquire a number of Transferred Shares which, when multiplied by the price per share offered by Aeroplan, would be sufficient to pay the Outstanding Amount after paying for all other amounts set forth in paragraphs (i) through (iii) under Section 9.02(g)(3). If such offer is made, such offer shall be accepted or declined by the board of directors of FEN, which shall promptly notify the Trustee and Aeroplan of its decision. If such offer is accepted, the proceeds derived from the sale of the Transferred Shares to Aeroplan shall be applied by the Trustee pursuant to Section 9.02(g)(3). When all of the Secured Obligations have been paid in full as set forth herein, FEN shall deliver a Termination Notice to the Trustee in the terms described under Section 3.01, and all rights of FEN under this Trust Agreement shall terminate, and the Trustee shall revert title to the remaining Trust Estate to the Trustors in accordance with Section 3.01 hereof or as otherwise instructed by the Trustors in writing. (f) In the event that the Secured Obligations have not been paid, satisfied and discharged in full pursuant to the provisions contained in paragraphs (d) and (e) above, FEN shall immediately instruct the Trustee in writing (with a copy to each Trustor) to proceed with (i) the extrajudicial sale of the Transferred Shares, and/or (ii) the distribution of any and all Capital Distributions, funds and other amounts deposited in the Trust Account, in accordance with the following procedure; provided, that, to the extent in possession of the Trustors, the Trustors shall have a period of 2 (two) Business Days following the date on which they receive a copy of such instruction to physically deliver and/or make available to the Trustee or the Person designated by the FEN for such purpose, the real and physical possession of any assets in their possession that form part

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of the Trust Estate, including, without limitation, originals of all negotiable instruments, agreements and other documents related to such Trust Assets on such date: 1. With respect to any and all Capital Distributions, sale proceeds arising from the sale of the Transferred Shares pursuant to numeral 2 below, as well as any other funds and amounts that are deposited in the Trust Account pursuant to this Trust Agreement shall be forthwith applied by the Trustee, without any prior notice, notification or judicial or extra-judicial resolution of any kind, to the payment of the items and in the order and according to the terms set forth in numeral 3 below of this Special Section 9.02. 2. With respect to the sale and transfer of the Transferred Shares, the Trustee shall carry out the following procedure: (A) The Trustee shall obtain from the Beneficiary’s Appraiser a written appraisal of the price per share of the Transferred Shares. The price per share of the Transferred Shares determined by such appraisal shall serve as the reference price in connection with the extrajudicial sale of each of the Transferred Shares (as adjusted under Section 9.02(f)(2)(E) if applicable, the “Reference Price”). The Trustee shall deliver a copy of such appraisal to FEN, Aeroplan and the Trustors with 3 (three) Business Days following receipt of such appraisal by the Trustee. (B) Following its receipt of such appraisal, Aeroplan shall have a preferential right to acquire, at the Reference Price, within 10 (ten) Business Days, directly or through one of its designees, the number of Transferred Shares which, when multiplied by the Reference Price, would be sufficient to pay the Outstanding Amount after paying for all other amounts set forth in paragraphs (i) through (iii) under Section 9.02(f)(3) (the “Preferential Right”). If such acquisition is made, the proceeds derived from the sale of such Transferred Shares to Aeroplan shall be applied by the Trustee pursuant to Section 9.02(f)(3). When all of the Secured Obligations have been paid in full as set forth herein, FEN shall deliver a Termination Notice to the Trustee in the terms described under Section 3.01, and all rights of FEN under this Trust Agreement shall terminate, and the Trustee shall revert title to the remaining Trust Estate to the Trustors in accordance with Section 3.01 hereof or as otherwise instructed by the Trustors in writing. (C) If Aeroplan does not exercise such Preferential Right, FEN shall deliver to the Trustee a Notice of Potential Buyers along with a scheduled date for the auction. The Trustee shall, within the 5 (five) Business Days following receipt of a Notice of Potential Buyers, but in any event with at least 10 (ten) Business Days before the scheduled date for the auction, privately deliver to the Potential Buyers one or more calls (each, a “Call”) for the sale in an auction of the number of Transferred Shares which, when multiplied by the Reference Price, would be sufficient to pay any Outstanding Amount after paying for all other amounts set forth in paragraphs (i) through (iii) under

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Section 9.02(f)(3); provided, that such number of Transferred Shares will be determined in the Notice of Potential Buyers. Each Call shall be prepared substantially in the form attached hereto as Exhibit “I” and shall indicate the location and time at which the auction will take place (“Auction Date”), the Reference Price, and provide that the auction is a result of the extrajudicial foreclosure procedure of the Trust Estate pursuant to this Trust Agreement. (D) In addition, the Call shall provide that any interested Person shall deposit with the Trustee an amount at least equal to 10% (ten percent) of the Reference Price for the number of Transferred Shares being sold, in certificates of deposit issued by an authorized credit institution, at least 2 (two) Business Days prior to the Auction Date (the “Deposit”). In addition, the Call shall provide that no Person may participate in the auction and no bid made by any such participant shall be admitted or considered valid unless (i) such participant has made the required Deposit in the terms and within the period set forth above; and (ii) the bid to be made by such participant is at a price per each Transferred Share at least equal to the Reference Price. The Trustee shall close the sale before a Notary Public satisfactory to FEN, transferring the number of Transferred Shares to the participant who makes the highest bid (the “Highest Bidder”) (which shall in any event be at least equal to the Reference Price) for the number of Transferred Shares which, when multiplied by such highest bid, would be sufficient to pay the Secured Obligations after paying for all other amounts set forth in paragraphs (i) through (iii) under Section 9.02(f)(3). (E) As soon as practicable but not later than 2 (two) Business Days after the Auction Date, the Highest Bidder shall pay to the Trustee (in the Trust Account and in immediately available funds) the price of its bid (which shall in any event be at least equal to the Reference Price) concurrently with the transfer and delivery of the corresponding Transferred Shares by the Trustee to the Highest Bidder in accordance with applicable law. In the event the transfer of such Transferred Shares is not consummated for causes attributable to the Highest Bidder: (i) the Highest Bidder shall forfeit the Deposit delivered to the Trustee for the benefit of the Trust Estate, and (ii) the Trustee will, as instructed by FEN, sell to the next highest bidder (which shall in any event be at least equal to the Reference Price), the number of Transferred Shares which, when multiplied by such next highest bid, would be sufficient to pay the Outstanding Amount after paying for all other amounts set forth in paragraphs (i) through (iii) under Section 9.02(f)(3). This paragraph shall be transcribed in the Call. (F) In the event the Trustee is unable to sell on the Auction Date the number of Transferred Shares which, when multiplied by the Reference Price, would be sufficient to pay any Outstanding Amounts after paying for all other amounts set forth in paragraphs (i) through (iii) under Section 9.02(f)(3), FEN shall provide additional Notices of Potential Buyers and new

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scheduled auction dates and the Trustee shall make subsequent Calls as set forth in paragraphs (C) and (D) above for the sale of all or a portion of the Transferred Shares. The Reference Price for each subsequent Call shall be equivalent to the immediately preceding Reference Price reduced by an amount equal to one third of the original Reference Price. Any subsequent Calls for the Transferred Shares shall be (i) made as soon as practicable but in no event later than the date that is 15 (fifteen) calendar days after the Trustee’s receipt of the relevant Notice of Potential Buyers delivered by FEN, and (ii) subject to the provisions of paragraphs (C), (D) and (E) of this numeral 2, where applicable. 3. In any event, the parties hereto expressly agree that the proceeds of the sale of the Transferred Shares or any portion thereof, and, unless otherwise expressly provided herein, any and all Capital Distributions, as well as any other funds and amounts that are deposited in the Trust Account pursuant to this Trust Agreement, shall be forthwith applied by the Trustee in the following order, in accordance with FEN’s written instructions, without the need for any further notice, requirement, judicial or extra-judicial resolution or instruction of any kind: (i) First, to the payment of any taxes, duties, levies, deductions or withholdings caused or levied in connection with this Trust Agreement or with the foreclosure procedure of the Trust Estate; (ii) Second, the balance, if any, to the payment of reasonable and documented costs and expenses incurred, and reasonable and documented fees and commissions for services rendered (including reasonable and documented fees incurred in connection with the Beneficiary’s Appraiser), by Trustee in connection with this Trust Agreement, or to those reasonable and documented costs or expenses borne by Trustee; (iii) Third, the balance, if any, to the payment of reasonable and documented costs and expenses (including, without limitation, reasonable and documented fees and commissions, but without duplication with the costs and expenses described in item (ii) above) incurred in connection with the sale or other transfer of the Trust Estate; (iv) Fourth, the balance, if any, to FEN for application to the payment of the Secured Obligations; and (v) Lastly, the balance, if any, to the Trustors on a pro rata basis based on the number of Transferred Shares originally transferred to the Trustee by each Trustor that still remain within the Trust Estate. 4. The parties hereby expressly agree that in the event the proceeds from the sale and/or distribution of the Transferred Shares are insufficient to cover payment in full of the Secured Obligations Aeromexico shall be (and will

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remain) liable for the payment of all such amounts in full, and FEN expressly reserves any and all rights which it may have or exercise under or pursuant to the PPSA and/or applicable law to obtain payment in full of all such unpaid amounts. 5. Each Trustor hereby expressly and irrevocably agrees, without limitation, to carry out or cause the taking of any actions and/or initiate all and any proceedings that may be necessary or convenient in order for the Trustee (pursuant to and in accordance with the written instructions of FEN) to carry out foreclosure and extrajudicial sale and distribution of the Trust Estate (or any portion thereof) in accordance with the procedure set forth herein. Each Trustor further irrevocably agrees to do or cause to be done all such other acts as may be necessary or convenient to expedite such sale or sales and distributions of all or any portion of the Trust Estate as contemplated herein, and to execute and deliver such documents and take such other action as the Trustee (pursuant to the written instructions of FEN) and/or FEN deem necessary or advisable in order that any such sale and distribution is carried out in accordance with applicable law. 6. The parties hereby expressly and irrevocably agree that any sale or sales of less than all of the Trust Estate shall not in any way exhaust or otherwise limit the rights herein granted to FEN with respect to the extrajudicial sale and distribution of the Trust Estate as set forth in this Special Section 9.02. In accordance with article 403 of the Law, each Trustor hereby acknowledges that its signature at the end of this Trust Agreement has the effects of the special form referred to in article 403 of the Law, and in addition each Trustor signs, in a separate document, the text contained in this Special Section 9.02, which is attached hereto as Exhibit “J”, and hereby confirms its express consent and irrevocable instruction to the Trustee to carry out the procedure for the extrajudicial sale and distribution of the Trust Estate as set forth in this Special Section 9.02. ARTICLE 10 LEGAL PROHIBITIONS Section 10.01. DISCLOSURE OF LEGAL PROHIBITIONS. In accordance with the Circular and article 106, section XIX, of the Credit Institutions Law, the Trustee represents that, by this Section 10.01, it has provided a clear and unequivocal written explanation to the parties hereto, of the legal meaning and consequences of article 106, section XIX, of the Credit Institutions Law, which is hereby transcribed for all pertinent purposes: “ARTICLE 106. Credit institutions shall not: … XIX. When performing the transactions referred to in Section XV of Article 46 of this Law:

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(b) respond to the Trustor, principals or agents, for any breach by the debtors, for loans granted thereto, or on behalf of issuers, for securities acquired, unless such breach is attributable to the credit institutions pursuant to the last paragraph of article 391 of the General Law of Negotiable Instruments and Credit Transaction, or to guarantee the earning of returns on any funds whose investment has been entrusted to the credit institutions. If upon termination of the trust agreement, mandate or agency established to grant loans, any such loans shall have not been fully repaid by the debtors, the credit institution shall transfer the credits to the Trustor or the beneficiary, as the case may be, or to the representative or agent, and the credit institution shall refrain from repaying any outstanding amounts. … Any agreement contrary to what is set forth in the two preceding paragraphs shall not have legal validity.” [Spanish version of this Trust Agreement will contain the transcription of the entire section XIX of such article 106] In addition, pursuant to the provisions set forth in section 5.5 of the Circular, the relevant provisions of section 6 of the Circular are hereby transcribed below for all pertinent purposes: “6. PROHIBITIONS 6.1. In the execution of trust agreements, the Trustees shall not be permitted to: a) Charge the trust estate prices different than those agreed at the time of arranging the corresponding transaction; b) Guarantee the payment of revenues or prices on funds, the investment of which is entrusted to the trustee, and c) Carry out transactions in terms and conditions that are against their internal policies and the adequate financial practices (sanas prácticas financieras). 6.2 The Trustee Institutions shall not carry out transactions with securities, negotiable instruments or any other financial instrument, that does not comply with the specifications agreed in the corresponding Trust Agreement. 6.3 The Trustee Institutions shall not enter into any type of Trust that they are not authorized to execute pursuant to the laws and regulations to which they are subject to. 6.4 The Trustee Institutions shall not, in any event, cover, with charge to the trust estate, the payment of any sanction imposed to such Trustee Institutions by any authority. (…) 6.6 The Trustee Institutions shall observe what is provided in articles 106 section XIX of the Credit Institutions Law, 103 section IX of the Securities Market Law (Ley del Mercado de

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Valores), 62 section VI of the General Law of Insurance Mutual Funds Institutions and Companies (Ley General de Instituciones y Sociedades Mutualistas de Seguros) and 60 section VI Bis of the Federal Law of Bond Institutions (Ley Federal de Instituciones de Fianzas), as applicable.” In addition, and pursuant to the provisions set forth in section 5.2 of the Circular, the Trustee has informed the parties hereto that the Trustee will respond for any damages or losses (daños y perjuicios) caused by the Trustee’s breach of its obligations in accordance with this Trust Agreement. ARTICLE 11 FURTHER ASSURANCES Section 11.01. FURTHER ASSURANCES. The Trustors shall, at any time and from time to time, at their sole cost and expense, promptly execute and deliver all further agreements, instruments and documents, and take all further action, that may be necessary or desirable, or that FEN and/or the Trustee may reasonably request, in order to perfect, protect and maintain any transfer made or purported to be made in accordance with this Trust Agreement or to enable FEN and the Trustee to exercise and enforce their respective rights and remedies hereunder with respect to the Trust Estate or any portion thereof, including to carry out or cause the taking of any actions and/or initiate all and any proceedings that are necessary or convenient in order for the Trustee (pursuant to and in accordance with the written instructions of FEN) to carry out foreclosure and extrajudicial sale and distribution of the Trust Estate (or any portion thereof) in accordance with the procedure set forth herein. ARTICLE 12 TRUSTEE SERVICES Section 12.01. TRUSTEE’S SERVICES; TERMS AND CONDITIONS. (a) The Trustee will only be obligated to act in accordance with the express provisions set forth in this Trust Agreement and in accordance with the written instructions of FEN or the Trustors, in each case to the extent expressly provided herein, as the case may be, and will have no obligation whatsoever in verifying the authenticity of any such instructions or the signature of the person or persons executing any such instructions, except as provided in Section 13.06; (b) The Trustee will not be obligated to (i) carry out a higher degree of care in the preservation of the Trust Estate than the one which it accords its own property, nor (ii) to use its own resources to pay any expenses, costs, fees and commissions arising from the execution and/or required for the performance of its obligations under this Trust Agreement; (c) The Trustee is expressly and irrevocably authorized to use the amounts deposited in the Trust Account for the payment of any reasonable and documented costs, expenses, fees, and commission specified in or arising out of or incurred in connection

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with its duties set forth in this Trust Agreement; (d) This Trust Agreement expressly provides all of the obligations of the Trustee. The Trustee does not assume any implicit obligations hereunder or obligations derived directly or indirectly from any agreements of the Trustors or FEN to which it is not a party; (e) The Trustee shall be liable, only and exclusively, for losses and damages caused directly by fraud, gross negligence, willful misconduct or bad faith of the Trustee, its officers, fiduciary delegates, directors, employees or agents, as finally determined by a court or authority of competent jurisdiction; (f) Each Trustor agrees, without limitation, to jointly defend, indemnify, and hold harmless the Trustee, its subsidiaries, affiliates and related companies, as well as their respective officers, fiduciary delegates, directors, employees, agents and advisors, from any and all claims, lawsuits, demands, penalties, causes of action, fines, liabilities, settlements, damages, costs or expenses of whatever kind and any nature, known or unknown, foreseen or unforeseen, contingent or otherwise (including, without limitation, reasonable and documented attorneys’ fees and disbursements) arising out of or incurred by the Trustee in connection with this Trust Agreement and/or its Trust Estate, or with the activities carried out by the Trustee, pursuant to the instructions carried out by the Trustee in accordance with the express provisions set forth herein (to the extent, that such instructions are delivered by the individuals expressly authorized to give such instructions, in accordance with this Trust Agreement); (g) The Trustors shall, without limitation, jointly be liable for the payment of any Impositions and shall defend, indemnify, and hold harmless Trustee from the payment of any amounts to which Trustee may be bound by virtue of such Impositions. The liabilities of the Trustor set forth in paragraph (f) above and in this paragraph (g) shall survive and remain in full force and effect even after the termination of this Trust Agreement or the resignation of Trustee; but in any case, for a maximum period of five (5) years from and after the termination date of this Trust Agreement. (h) The Trustors and FEN agree and acknowledge that the Trustee will have no liability in the event the Trust Estate or any portion thereof is expropriated, seized or confiscated; (i) The Trustee shall not be liable for acts or omissions of the Trustors or FEN or any third party or authorities that prevent or make it difficult to achieve the Purposes of the Trust; (j) The Trustee shall maintain all such accounts and records as may be necessary properly to record all transactions carried out by it pursuant to this Trust Agreement. The Trustee shall permit FEN and the Trustors to examine such accounts and records; provided that any such examination shall occur during normal business hours and upon prior written notice to the Trustee, with at least 3 (three) Business Days in advance; and

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(k) The Trustors and FEN acknowledge that Trustee does not know nor is required to know the content of the PPSA or the Shareholders Agreement in order to perform the Purposes of the Trust or its obligations hereunder. Section 12.02. RESIGNATION AND SUBSTITUTION OF TRUSTEE. (a) The Trustee may be removed at any time by (i) prior to the delivery of a Delivery Notice, by FEN and the Trustors and (ii) following the delivery of a Delivery Notice, by FEN, provided, however, that the Trustee shall be notified in writing of such removal with at least thirty (30) calendar days prior to the date on which its removal shall take effect, and provided, further that within such thirty-calendar day term, a substitute trustee shall be appointed by, and shall accept the appointment, (x) prior to the delivery of a Delivery Notice, by FEN and the Trustors and (y) following the delivery of a Delivery Notice, by FEN. (b) The Trustee may only resign its appointment in the event referred to in Article 391 of the Law, provided that the Trustee shall give written notice to FEN and the Trustors of its intention to resign at least sixty (60) calendar days prior to the effectiveness of such resignation and provided, further that the Trustee shall not be released as trustee hereunder until a substitute trustee shall have been appointed by (i) prior to the delivery of a Delivery Notice, by FEN and the Trustors and (ii) following the delivery of a Delivery Notice, by FEN and such substitute trustee shall have accepted such appointment in writing, and title to the Trust Estate is duly transferred to such substitute trustee in accordance with applicable law. (c) Any substitute trustee shall have the same rights and obligations as the Trustee hereunder and shall be deemed as the “Trustee” for all purposes of this Trust Agreement. (d) If the Trustee shall cease to act as trustee pursuant to this Section 12.02, the Trustee shall prepare account statements and all other information regarding the Trust Estate and deliver it to FEN and the Trustors at least thirty (30) days prior to the date on which its removal or resignation shall take effect. FEN and the Trustors shall have 30 (thirty) days to analyze such account statements and other information and request any clarifications they deem convenient. Once such term has elapsed, if no such request has been delivered to the Trustee, such account statements and other information shall be deemed to have been approved. If a request for clarification is received by the Trustee during such 30 (thirty) day period, the Trustee shall respond promptly to such request and any follow-up requests for clarification until FEN and the Trustors shall notify the Trustee in writing that they have no additional requests for clarification. ARTICLE 13 MISCELLANEOUS Section 13.01. TAXES, COSTS AND EXPENSES.

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(a) All taxes, rights, reasonable and documented costs, expenses, fees and commissions arising in connection with the preparation, execution and registration of this Trust Agreement, as well as any action related to the Trust Estate, and in connection with any amendment hereof, as well as by any action, agreement, document, instrument, or notice carried out, prepared, executed or notified pursuant to this Trust Agreement, including, without limitation in each case reasonable and documented notary’s and registration costs and fees, reasonable and documented fees and disbursements of the legal advisors of FEN and the Trustee, as well as any and all reasonable and documented costs and expenses incurred by FEN and the Trustee in the fulfillment of their respective obligations, in the exercise of their respective rights in accordance with this Trust Agreement and in any foreclosure hereunder, shall be fully and exclusively covered jointly by the Trustors. (b) In the event that for any reason FEN pays, for the account of any Trustor, any such costs or expenses, the Trustors hereby agrees to forthwith upon request jointly reimburse FEN any such costs or expenses. (c) THE TRANSFER OF THE TRUST ESTATE TO THE TRUSTEE PURSUANT TO THIS TRUST AGREEMENT IS NOT AND SHOULD NOT BE CONSTRUED AS A TRANSFER (ENAJENACIÓN) IN TERMS OF SECTION IV, ITEM A, OF ARTICLE 14 OF THE FEDERAL TAX CODE (CÓDIGO FISCAL DE LA FEDERACIÓN) OF MEXICO, AS THE TRUSTORS HAVE REVERSION RIGHTS TO RECOVER LEGAL TITLE TO THE TRUST ESTATE IN ACCORDANCE WITH THIS TRUST AGREEMENT. Section 13.02. TRUSTEE’S FEES. As consideration for the trustee services of the Trustee pursuant to this Trust Agreement, the Trustors shall pay, jointly and without limitation, to the Trustee, the fees set forth in the fee letter attached hereto as Exhibit “K” (the “Trustee Fee Schedule”); provided; however, that any fees payable to the Trustee, as consideration for its obligations and liabilities derived from the distribution and extrajudicial sale of the Trust Estate in accordance with Special Section 9.02, shall be paid with the proceeds of the sale or transfer of the corresponding Transferred Shares in accordance with Special Section 9.02. The Trustee’s fees set forth in the Trustee Fee Schedule (i) shall be paid in Dollars or in Pesos, at the rate of exchange prevailing in Mexico and published by Banco de México in the Diario Oficial de la Federación on the date when payment is made; and (ii) are subject to the corresponding value added tax. Section 13.03. ASSIGNMENTS. (a) FEN may not assign or otherwise transfer its rights and obligations hereunder to any third party without the prior written consent of the Trustors. (b) The Trustors and the Trustee may not assign or otherwise transfer their respective rights and obligations hereunder to any third party without the prior written consent of FEN.

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(c) The applicable assignor must request from the assignee to deliver to the Trustee the KYC (“Know Your Costumer”) documentation required by the Trustee. (d) Any assignment must be duly notified in writing to the Trustee.In order for any of the parties hereto to assign their rights under this Trust Agreement. Section 13.04. AMENDMENTS. This Trust Agreement may not be changed, amended or modified except in a writing expressly intended for such purpose and executed by Trustors, the Trustee and FEN. Section 13.05. NOTICES. Unless otherwise provided herein, all notices, demands, requests and other communications given or required to be given by, pursuant to, or relating to, this Trust Agreement shall be in writing. All such notices, demands, requests and other communications shall be deemed to have been properly given if delivered: (a) personally, return receipt requested; (b) by courier delivery, return receipt requested; or (c) by facsimile followed by courier or personal delivery, return receipt requested. All notices shall be served at the following addresses and facsimile numbers, and shall become effective upon receipt or refusal to accept delivery as indicated in the return receipt or in the receipt of such courier service: To the Trustors: Aerovías de México, S.A. de C.V. Paseo de la Reforma No. 445 Col. Cuauhtemoc 06500 Mexico, D.F. Attention: General Counsel with a copy to (without constituting a notice): Aerovías de México, S.A. de C.V. Paseo de la Reforma No. 445 Col. Cuauhtemoc 06500 Mexico, D.F., Mexico Attention: CFO To FEN: Formación Especializada en Negocios, S.A.P.I. de C.V. Paseo de la Reforma No. 445 – 7th Floor Col. Cuauhtemoc 06500 Mexico, D.F.

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Attention: CEO To Aeroplan (for purposes of Section 9.02): c/o Groupe Aeroplan Inc. 5100 De Maisonneuve Blvd. West H4A 3T2 Montréal, Québec, Canada Attention: General Counsel To the Trustee: Blvd. Manuel Avila Camacho 40 Piso 17 Col. Lomas de Chapultepec, C.P. 11000 Attention: División Fiduciaria Section 13.06. INSTRUCTIONS AND COMMUNICATIONS TO THE TRUSTEE. (a) The parties to this Trust Agreement, being aware of the risk that the delivery of instructions by electronic media represents, such as errors, insecurity and lack of confidentiality, as well as the possibility of fraudulent activities, hereby agree with the Trustee that any instructions to the Trustee related to this Trust Agreement shall be made in writing and may be delivered (i) by fax or telecopy; and/or (ii) by mail, messenger or courier in original letterhead. As a result of the foregoing, the parties, hereby authorize the Trustee to act in accordance with the instructions received as indicated above, and pursuant to the terms of this Trust Agreement, and hereby release the Trustee from any liability that may arise from the non-complying transmission of such instructions and the Trustors agree to jointly indemnify the Trustee against any liability that may arise from such non-complying transmission of such instructions in accordance with the terms set forth in Section 7.01(e) of this Trust Agreement. (b) The Trustee shall not be required to verify the authenticity of such instructions or communications or to verify the identity of the sender or the confirmer, other than as provided in this Trust Agreement, therefore, the parties expressly accept to be bound by means of any instruction or communication to the Trustee that may be sent on their behalf, pursuant to the terms of this Trust Agreement, and accepted by the Trustee. Notwithstanding the above, the Trustee shall (i) have the obligation to verify that the signatures that are printed in any such instructions have, in its discretion, similarity to those authorized to sign them pursuant to this Trust Agreement; and (ii) have discretion, to the extent there is a reasonable doubt or suspicion with respect to the authenticity of any instruction or communication delivered to the Trustee pursuant to this Trust

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Agreement or with respect to the identity of the sender, to act or abstain from acting pursuant to, and/or to request confirmation of, such instruction or communication, in which case the Trustee shall promptly request confirmation of such instruction or communication, as well as to notify the parties in writing, as soon as possible, whenever it decides to defer carrying out the corresponding instructions until it has received the appropriate confirmation. (c) For such purposes, the Trustors and FEN shall deliver to the Trustee, as soon as possible, but in any event within a period of 30 (thirty) Business Days following the execution date of this Trust Agreement, a certificate (substantially in the terms of the form provided by the Trustee for such purpose), by means of which they will provide the Trustee with the name and signatures of the individuals who are authorized to give instructions to the Trustee on behalf of the Trustors or FEN, as the case may be, in all matters related to this Trust Agreement, and the Trustee shall be authorized to act pursuant to the instructions given by such authorized persons, pursuant to the express provisions set forth in this Trust Agreement; in the understanding that such certificates may be substituted at any time by the corresponding party by means of instructions delivered to the Trustee as provided above. (d) The instructions to the Trustee shall include the following requirements: (i) be addressed to the División Fiduciaria; (ii) indicate the number assigned by the Trustee to this Trust Agreement; and (iii) signed by the authorized individuals designated by the corresponding party as provided above, whose names and signatures have been certified to the Trustee. To the extent any instruction to the Trustee is not signed as provided above and/or confirmed by an authorized person upon the Trustee’s request pursuant to the above, the parties hereby expressly and irrevocably instruct the Trustee not to execute such instruction. (e) The Trustee shall not have the obligation to exercise any action which exposes the Trustee to any liability against its own assets, or which is contrary to the terms of this Trust Agreement or applicable laws. (f) It is expressly agreed that the Trustee shall not incur any responsibility for acting on the basis of any notice, instruction, consent, report, representation, certificate or any other instrument or written communication which (i) the Trustee considers to be genuine pursuant to the terms of this Trust Agreement; and (ii) complies with the requirements set forth in this Section 13.06. Section 13.07. EXHIBITS AND CAPTIONS. All Exhibits and other documents attached hereto or to which reference is made herein are hereby incorporated by reference into, and shall be deemed a part of, this Trust Agreement. The captions and headings contained in this Trust Agreement are for convenience only and shall in no way define, limit or describe the scope or intent (or otherwise affect the interpretation) of any provision of this Trust Agreement. Section 13.08. JURISDICTION, GOVERNING LAW. For all matters relating to the interpretation and fulfillment of this Trust Agreement, the parties hereto expressly and

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irrevocably submit to the applicable laws of Mexico, and to the jurisdiction of the competent courts sitting in Mexico, Federal District, Mexico, and the parties hereby expressly and irrevocably waive any other jurisdiction which may correspond by reason of their present or any future domiciles, or by any other reason. [SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto execute this Irrevocable Security Trust Agreement with Reversion Rights No. F/1416, on this 13th day of September, 2010. Aerovías de México, S.A. de C.V. By: ___________________________ Name: Sergio Allard Title: Attorney-in-Fact By: ___________________________ Name: Edmundo Olivares Title: Attorney-in-Fact Grupo Aeromexico, S.A. de C.V. By: ___________________________ Name: Ricardo Sánchez Baker Title: Attorney-in-Fact By: ___________________________ Name: Edmundo Olivares Title: Attorney-in-Fact Formación Especializada de Negocios, S.A.P.I. de C.V. By: _____________________________ Name: Jeremiah Rabe Title: Attorney-in-Fact By: _____________________________ Name: Edmundo Olivares Title: Attorney-in-Fact

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Deutsche Bank México, S.A. Institución de Banca Múltiple, División Fiduciaria By: ______________________ Name: [______________] Title: Fiduciary Delegate This signature page corresponds to the Irrevocable Security Trust Agreement with Reversion Rights No. F/1416 entered into on the 13th day of September, 2010 by and among Aerovías de México, S.A. de C.V. and Grupo Aeroméxico, S.A. de C.V. as trustors; Formación Especializada de Negocios, S.A.P.I. de C.V., as a beneficiary; and Deutsche Bank México, S.A. Institución de Banca Múltiple, División Fiduciaria.

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Trust Agreement (Spanish)

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Amendment to Trust Agreement

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EXHIBIT B-6 Consumer Co-Brand Card Program Agreements Visa Co-Brand Merchant Agreement

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Santander Co-Branded Card Agreement

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American Express Co-Branded Card Agreement

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AMERICAN EXPRESS COMPANY (MEXICO), S.A. DE C.V. And AEROVIAS DE MEXICO, S.A. DE C.V. And PLM PREMIER, S.A.P.I. DE C.V. AGREEMENT Relating to a Consumer Co-Brand Card Program

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TABLE OF CONTENTS ARTICLE I DEFINITIONS ............................................................................................ 6 Section 1.01 Defined Terms. ................................................................................ 6 Section 1.02 Rules of Interpretation. .................................................................. 17 ARTICLE II ESTABLISHMENT OF THE PROGRAM .............................................. 18 Section 2.01 The Program. ................................................................................. 18 Section 2.02 Co-Branded Card Benefits and Features. ...................................... 20 Section 2.03 Program Governance ..................................................................... 26 Section 2.04 Marketing of Co-Branded Cards. .................................................. 30 Section 2.05 Co-Branded Card Issuance and Administration. ........................... 37 Section 2.06 Performance of the Parties. ........................................................... 42 Section 2.07 Reports. ......................................................................................... 43 Section 2.08 Communication with Co-Branded Cardholders. ........................... 43 Section 2.09 Protective Actions. ........................................................................ 46 Section 2.10 Ownership and Use of Information. .............................................. 48 Section 2.11 Training, Notification and Written Instructions Regarding Applicable Law ............................................................................. 49 ARTICLE III COMPENSATION .................................................................................... 49 Section 3.01 Program Compensation. ................................................................ 49 ARTICLE IV EVENTS OF DEFAULT AND TERMINATION .................................... 49 Section 4.01 Events of Default. .......................................................................... 49 Section 4.02 Term/Termination. ........................................................................ 52 Section 4.03 Effect of Agreement Expiration or Termination ........................... 53 Section 4.04 Cooperation ................................................................................... 54 Section 4.05 Cooperation During Wind-Down Period. ..................................... 54 ARTICLE V INTELLECTUAL PROPERTY ................................................................ 55 Section 5.01 License Grant. ............................................................................... 55 Section 5.02 Termination; Infringement. ........................................................... 57 Section 5.03 Program Intellectual Property. ...................................................... 58 Section 5.04 Cooperation ................................................................................... 58 Section 5.05 No Third Party Marks ................................................................... 58 ARTICLE VI CONFIDENTIALITY AND DATA PROTECTION ............................... 59 Section 6.01 Confidential Information. .............................................................. 59 Section 6.02 Use of Confidential Information. .................................................. 59 Page 2 of 142

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(continued) Page Section 6.03 Legally Required Disclosures. ...................................................... 59 Section 6.04 Return/Destruction of Information. ............................................... 60 Section 6.05 Data Protection measures. ............................................................. 60 Section 6.06 Press Releases. .............................................................................. 60 ARTICLE VII REPRESENTATIONS AND WARRANTIES ......................................... 61 Section 7.01 Representations and Warranties of AMEX. .................................. 61 Section 7.02 Representations and Warranties of AM. ....................................... 62 Section 7.03 Representations and Warranties of PLM. ..................................... 64 Section 7.04 Representations and Warranties Related to Business Continuation .................................................................................. 65 ARTICLE VIII INDEMNIFICATION ............................................................................... 66 Section 8.01 Indemnification by the Parties....................................................... 66 Section 8.02 Indemnification Procedures. .......................................................... 66 ARTICLE IX MISCELLANEOUS .................................................................................. 68 Section 9.01 Force Majeure. .............................................................................. 68 Section 9.02 Assignment. ................................................................................... 68 Section 9.03 Books and Records. ....................................................................... 69 Section 9.04 Audit Rights. ................................................................................. 69 Section 9.05 Audit Remedies. ............................................................................ 70 Section 9.06 Cooperation with Government Regulators .................................... 70 Section 9.07 Entire Agreement. ......................................................................... 70 Section 9.08 Modification or Waiver. ................................................................ 70 Section 9.09 Notices. .......................................................................................... 71 Section 9.10 Limitation of Liability. .................................................................. 71 Section 9.11 Alternative Dispute Resolution. .................................................... 72 Section 9.12 Governing Law. ............................................................................. 72 Section 9.13 Severability. ................................................................................... 72 Section 9.14 Counterparts. ................................................................................. 72 Section 9.15 Further Assurances. ....................................................................... 73 Section 9.16 Survival. ........................................................................................ 73 Section 9.17 Interest on Late Payments. ............................................................ 73 Page 3 of 142

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LIST OF SCHEDULES Schedule 1 – Co-Branded Card Description ............................................................................ 77 Schedule 2 – Incentives to Partners .......................................................................................... 83 Schedule 2(a) – Incentive Payments from AMEX to AM ....................................................... 84 Schedule 2(b) – Incentive Payments from AMEX to PLM ..................................................... 86 Schedule 2(c) – Incentive Payments from AMEX to AM and PLM ...................................... 87 Schedule 3 – Channel Access and Marketing Contribution ..................................................... 88 Schedule 4 – Reports ............................................................................................................... 94 Schedule 5 – Agreement Review Mechanism ......................................................................... 97 Schedule 6 – Information Protection Contract Requirements ............................................... 101 Schedule 7 – Purchase Option Rights to the Co-Branded Card Accounts Acquired Through Partner Channels ................................................................................ 113 Schedule 7(a) – Prospective Purchaser Information .............................................................. 119 Schedule 7(b) – Master File Information ............................................................................... 120 Schedule 7(c) – Assumptions for Determination of Fair Market Value ................................ 121 Schedule 8 – Co-Branded Card Designs ............................................................................... 122 Schedule 9 – Amex Marks .................................................................................................... 123 Schedule 10 – PLM Marks .................................................................................................... 124 Schedule 11 – AM Marks ....................................................................................................... 125 Schedule 12 – Protective Action Events ................................................................................ 126 Schedule 13 – Data Sharing Requirements ............................................................................ 127 Schedule 14 – Loyalty Program Terms and Conditions ........................................................ 134 Schedule 15 – Total Tangible Value Analysis ....................................................................... 139

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AEROMEXICO – CLUB PREMIER – AMERICAN EXPRESS CONSUMER CO-BRAND CARD PROGRAM AGREEMENT THIS AGREEMENT (“Agreement”) is made on the 1st day of November 2016 (the “Effective Date”), BETWEEN: (1) AMERICAN EXPRESS COMPANY (MEXICO), S.A. DE C.V., whose registered office is at Patriotismo 635, Colonia Ciudad de los Deportes, C.P. 03710, Mexico City (“AMEX”); (2) AEROVIAS DE MEXICO, S.A. DE C.V., whose registered office is at Paseo de la Reforma 445, Colonia Cuauhtémoc, C.P. 06500, Mexico City (“AM”); and (3) PLM PREMIER, S.A.P.I. DE C.V., whose registered office is at Paseo de la Reforma 445, Colonia Cuauhtémoc, C.P. 06500, Mexico City (“PLM”). Each of AM and PLM shall be referred to herein as a “Partner” and collectively as the “Partners”. Each of AMEX, AM and PLM may be referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used herein have the meanings set forth in Section 1.01 below. WHEREAS (A) AMEX Entities issue AMEX Cards, authorized licensees issue cards branded with American Express marks, and AMEX Entities service AMEX Cards and operate the Card Service whereby AMEX Cardmembers and cardmembers of authorized licensees may charge purchases of goods and services to AMEX Cards and licensee-issued cards bearing the American Express marks at establishments participating in the Card Service; (B) AM is authorized by the appropriate governmental or other authorities to engage in and is engaged in the passenger air transportation business; (C) In conjunction with its business of providing passenger air transportation, through its Affiliate PLM, AM makes available to its customers membership in the Loyalty Program which entitles Members to earn Loyalty Points currently known as “Puntos Premier,” which may be redeemed for airline tickets and other goods and services in accordance with the terms and conditions of the Loyalty Program. The Loyalty Program is managed and operated by PLM; (D) AM and AMEX entered into a Co-Branded Agreement dated September 23, 2009, which was amended on September 13, 2010, through an Amendment and Assignment Agreement pursuant to which, among other matters, PLM became a party to such Co-Branded Agreement (such Co-Branded Agreement, as amended, the “Predecessor Agreement”), which agreement regulated the issuance of consumer charge co-branded cards in the Territory in accordance with its terms, and; (E) With regards to the co-branded consumer card products described in this Agreement, the Parties wish to replace the Predecessor Agreement in its entirety with this

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Agreement in order to reflect the new terms and conditions that have been negotiated by the Parties. NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants and conditions herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: ARTICLE I DEFINITIONS Section 1.01 Defined Terms. The following terms shall have the meanings set forth below when used in this Agreement. AAA has the meaning assigned in Section 9.11(a). Account(s) means the account(s) issued by AMEX, which is/are associated with a Co-Branded Card established through the Program. Accounts Receivable means all amounts owed to AMEX on the Accounts, including principal balances from outstanding purchases, cash advances, finance charges of deferred payment plans, late charges and any other charges and fees assessed on the Accounts, less any payments and credits received in respect of the Accounts as of the close of business on any day. Affiliate means, with respect to any specified person, any person that, at the time of determination, directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with such specified person. Agents means, collectively, any and all of a Party’s officers, directors, employees, contractors or agents. Agreement means this Consumer Co-Brand Card Program Agreement (including the Schedules hereto), as modified, amended, supplemented, restated or replaced from time to time; and the expressions “hereof,” “hereto,” “hereunder,” “herein” and similar expressions mean and refer to this Agreement and not to any particular part hereof. AM has the meaning set forth in the Preamble. AM Customer(s) means, as of any date, any individual who is a client or customer of AM. AM Customer Information means the information regarding an AM Customer obtained by AM. AM Database means the existing database containing AM Customer Information which is owned by AM, as amended from time to time.

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AM Lounges refers to the “Salon Premier” lounges operated by AM and to any other lounges that are branded with the AM Marks or managed or operated by AM around the world. AM Marketing Channels or AM Channels means all communication channels associated with or controlled by AM, irrespective of whether or not AM receives compensation from any third party in respect of such channels, whether such channels are unique to the airline (e.g., channels that make use of the AM Database) or are used with other AM Customers or the public in general, and whether operated directly by AM and/or through any third party, including: Targeted AM Marketing Channels are those AM Marketing Channels in which marketing materials are communicated in a way that requires the address or telephone or other contact information of the recipient, including the following: • Direct mail (including, for example, the AM newsletter and specialty magazines prepared for the AM Customers, and excluding third party magazines) • E-mail • Outbound telemarketing • Inbound telemarketing • Secure section of the AM website when the user is logged on as a Member • Mobile application Non-targeted AM Marketing Channels are those AM Marketing Channels through which communications are directed to existing and potential AM Customers either through mass media or through other channels that do not depend on the address or telephone or other contact information of the recipient, including the following: • AM website when the user is not logged on as a Member • www.aeromexico.com.mx • Social media • In-flight documentation (e.g., ticket jacket, itinerary, ticket, boarding pass, etc.) • Ticket offices (proprietary or franchised) • Airport lounges (e.g., magazines, video, furniture, coasters, meal packaging, plates, glasses, etc.) • On-board (e.g., in-flight audio/video, coasters, meal packaging, plates, etc.) AM Marks means (i) the trademarks, trade names, brand names, domain names, service marks or logos of Grupo Aeroméxico S.A.B. de C.V., AM or of its Affiliates and Subsidiaries participating in the Program set forth in Schedule 11, existing as of the date hereof, that shall be used in connection with the Program, and (ii) all variations and replacements thereof that are introduced into use by AM or any of its Affiliates and Subsidiaries in the conduct of their respective businesses during the Term of this Agreement, and (iii) such other trademarks, trade names, brand names, domain names, service marks and logos, if any, as AM, in its sole and absolute discretion, shall designate in writing as “AM

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Marks” for purposes of this Agreement after the date hereof (including, registrations and applications for registration thereof and renewals and extensions of registrations thereof). The trademarks, trade names, brand names, domain names, service marks and logos described in clauses (ii) and (iii) above shall be referred to hereinafter as “AM New Marks.” AM New Intellectual Property means new Intellectual Property created hereunder by or for AM. AM New Marks has the meaning set forth in the definition of “AM Marks.” AM Protective Action Event has the meaning assigned in Schedule 12. AMEX has the meaning set forth in the Preamble. AMEX Cards mean any Payment Cards issued by AMEX Entities. AMEX Cardmembers means person(s) named on currently effective AMEX Cards. AMEX Database means the existing database of Co-Branded Card Accounts, which is owned by AMEX, as amended from time to time. AMEX Entity or AMEX Entities means AMEX and its Affiliates. AMEX Event of Default has the meaning set forth in Section 4.01(b). AMEX Field of Use has the meaning set forth in Section 5.01(a). AMEX Marketing Channels means all communication channels used or controlled by AMEX, including the following: mail, courier, statements of account, telemarketing, electronic and printed cardmember’s bulletins or news reports, AMEX digital and social media (including AMEX websites and the AMEX mobile application), and customer service channels (telephone). AMEX Marks means (i) the trademarks, trade names, brand names, domain names, service marks and logos of AMEX and its Affiliates set forth in Schedule 9, existing as of the date hereof that AMEX determines shall be used in connection with the Program, (ii) all variations and replacements thereof, that are introduced into use by AMEX in the conduct of its business during the Term of this Agreement, and (iii) such other trademarks, trade names, brand names, domain names, service marks and logos, if any, as AMEX may, in its sole and absolute discretion, designate in writing as “AMEX Marks” for purposes of this Agreement after the date hereof (including, registrations and applications for registration thereof and renewals and extensions of registrations thereof). AMEX Materials has the meaning assigned in Section 5.03(b). AMEX New Intellectual Property means new Intellectual Property created hereunder by or for AMEX.

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AMEX Protective Action Event has the meaning assigned in Schedule 12. Annual Cardmember Fee means the published membership fee for a Co-Branded Card. Applicable Bankruptcy Law has the meaning assigned in Section 4.01(a)(iv)(E). Applicable Law means any statute, statutory instrument, bylaw, order, directive, treaty, decree or law including (without limitation) any common law, judgment, demand, order or decision of any court, regulator or tribunal, which relates to this Agreement and/or the operation of the Co-Branded Card Account Portfolio. Applicant means any person who applies for a Co-Branded Card. Application means an application for an Account. Base Loyalty Points means Loyalty Points awarded to Co-Branded Cardholders in consideration of Charges made with the Co-Branded Card(s), as further described and set forth in Schedule 1. BB of NAA has the meaning assigned in Schedule 5. Billed Business means the aggregate of amounts billed for Charges in respect of goods and services (net of returns), and includes purchases billed in Mexican Pesos on all Co-Branded Card Accounts. For clarity, balance transfers, cash advances, amounts billed more than once in whole or in part, late payments charges, finance charges, fees, service charges, purchases of American Express Travelers Checks and American Express Gift Checks and other cash equivalents, and other Charges which are not for the purchase of goods and services are excluded. Bonus Loyalty Points means Loyalty Points awarded to Co-Branded Cardholders in consideration of certain activities, or the achievement of certain thresholds, as further described and set forth in Schedule 1. Business Day(s) means any day on which commercial banks are open for business in Mexico other than a Saturday or a Sunday. Card Acceptance Agreement means the Card Acceptance Agreement between American Express Travel Related Services Company, Inc. and Aerovias de Mexico, S.A. de C.V., entered into on July 28, 1997. Card Service means the American Express card service operated by AMEX Entities whereby AMEX Cardmembers may use AMEX Cards and Cardmembers of authorized licensees may use of cards bearing the American Express marks issued by authorized licensees charge purchases of goods and services with AMEX Cards and cardholders of authorized licensees may use licensee-issued cards bearing the American Express marks at establishments participating in the Card Service.

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Cardholder Agreement means the agreement between AMEX and a Co-Branded Cardholder governing the use of a Co-Branded Card. Cardholder Data means personally identifiable information about a Co-Branded Cardholder acquired under this Agreement or the Predecessor Agreement, or the aggregate-level information about a Co-Branded Cardholder acquired under this Agreement as identified in Schedule 13, in either case, that is collected, received or generated and is retained by AMEX or an AMEX Affiliate or AMEX service provider in connection with the Co-Branded Cardholder’s application for or use of a Co-Branded Card or Account or otherwise obtained and retained by AMEX or an AMEX Affiliate or AMEX service provider, and includes any list (whether in hardcopy, magnetic tape, electronic or other form) that identifies or provides a means of differentiating or identifying Co-Branded Cardholders. Change of Control shall be considered to have occurred if (i) at any time, more than 50% of the assets (as measured by the lower of book value or market value at the relevant time) of a Party or its Subsidiaries are sold, (ii) more than 50% of the voting control of a Party (or of any company that directly or indirectly Controls such Party) is transferred, or (iii) a Party ceases operating a majority of its operations, excluding any temporary cessation attributable to reasons due to a force majeure event described in Section 9.01 or, in the case of AM, cancellation of flights for maintenance or weather purposes. Charge means any amount billed to a Co-Branded Card Account for the purchase of goods and services, net of returns. Claim means claims, demands, judgments, actions or causes of action, liabilities, obligations, damages, losses (including diminution in or loss of value), deficiencies, assessments, costs (including court costs), fines, penalties, interest and expenditures suffered or incurred (including the reasonable and duly documented fees and expenses of counsel). Co-Branded Cardholder means a person who has been issued a Co-Branded Card. Co-Branded Card(s) means, as of the Effective Date, any charge card, and after the Effective Date upon mutual written agreement of the Parties, any other Payment Card, in either case, as issued by AMEX to its consumers in accordance with this Agreement or the Predecessor Agreement bearing the AM Marks, the AMEX Marks and/or the PLM Marks. For the avoidance of doubt, the term Co-Branded Cards excludes the Commercial Cards (as such term is defined in the Predecessor Agreement) issued pursuant to the Predecessor Agreement. Co-Branded Card Account means an account established by AMEX under the Program pursuant to which a Co-Branded Cardholder may purchase goods and services from Service Establishments and may obtain cash advances subject to the terms of the Cardholder Agreement with no preset spending limit, and on which the full amount outstanding each month is required to be paid by the Co-Branded Cardholder on receipt of his/her statement. Co-Branded Card Account Portfolio means the aggregate total Co-Branded Card Accounts validly existing at the time when such portfolio has to be considered for the purpose of this Agreement.

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Companion Ticket or Companion Ticket Voucher means a complimentary second redemption ticket awarded to a Co-Branded Cardholder upon the purchase of the first redemption ticket using Loyalty Points for travel on flights operated by AM, as is further described in Schedule 1. Competing Card(s) means any Payment Card(s) not issued by AMEX or its Affiliates. Competing Co-Branded Card(s) means a Competing Card(s) that is/are branded with the AM Marks and the PLM Marks. Competitor Airline Co-Branded Card means an AMEX Card that is branded with the trademarks of an airline other than AM with operations in the Territory. Confidential Information means all material and information supplied by one Party to another Party hereunder and all information learned by a Party about another Party as the result of the transactions contemplated by this Agreement, including information concerning marketing plans, business plans, card usage, objectives, financial results, customers, Co-Branded Cardholder names or addresses, Account numbers or any other personally identifiable information, AM Customer names and addresses or any other personally identifiable information, and Member names and addresses or any other personally identifiable information. Control means, as to any person, the power to direct or cause the management and policies of such person, whether through the ownership of voting securities, by contract or otherwise. The terms “Controlled by”, “Controlled”, “under common Control with” and “Controlling” shall have correlative meanings. Cure Deadline means the last day of a thirty (30) day period that a defaulting Party shall have to cure an Event of Default (provided such breach is capable of cure) relating to such defaulting Party after receipt of written notice of an Event of Default from a non-defaulting Party specifying such breach. Data has the meaning assigned in Section 6.05. Disaster means the disruption of that portion of a Party’s business operations beyond the reasonable control of such Party which prevents it from fulfilling its obligations under this Agreement. Disaster Recovery Plan means a business continuation plan designed to ensure that normal business operations can be reinstated within a commercially reasonable period after the occurrence of a Disaster. Dispute means each and any dispute, claim, question or disagreement arising from or relating to this Agreement, including as a result of any breaches. Dynamic Pricing means a pricing feature of the Loyalty Program that PLM introduced in the Territory which permits Members to purchase any available seat for a number of Loyalty

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Points that is determined by PLM on a transaction by transaction basis. The term “Dynamic Price” shall be interpreted accordingly. Effective Date has the meaning set forth in the first paragraph of the Preamble. Enterprise Executives has the meaning assigned in Section 2.03(b)(iii). Event of Default has the meaning assigned in Section 4.01(b). Exchange Rate means the rate used to convert Mexican Pesos into US Dollars published by Banco de Mexico in the Daily Federal Official Gazette for the purposes of compliance with obligations payable in US Dollars in Mexico. First Program Year means the period from January 1, 2017 until December 31, 2017. FMV has the meaning assigned in Section 2.04(e). Indemnified Party has the meaning assigned in Section 8.01. Indemnifying Party has the meaning assigned in Section 8.01. Initial Term has the meaning assigned in Section 4.02(a). Intellectual Property means all intellectual property, including (i) copyrights, copyrighted works and works of authorship including software; (ii) trade secrets; (iii) patents, designs, inventions, algorithms and other industrial property rights; (iv) trademarks, trade names, brand names, domain names, service marks and logos; and (v) applications, registrations, renewals, extensions of any of the foregoing now or hereafter in force. Licensee means the Party allowed to use a Licensor’s Marks and New Intellectual Property. Licensor means that Party which agrees to allow another Party to use its Marks and New Intellectual Property. Loyalty Points means credits, earned by Members, currently known as “Puntos Premier,” which can be redeemed for awards per the terms and conditions of the Loyalty Program. As of the Effective Date, one Loyalty Point is equal to 1.6 Puntos Premier. Loyalty Program means the customer loyalty program that PLM currently owns and operates in the Territory and abroad under the names “Club Premier” and “Club Premier Corporativo,” as such program may be amended, re-branded or renamed from time to time, and includes any successor to (or replacement for) such program, whether or not owned or operated by PLM. Loyalty Program Database means any compilation of the information of current or former Members, which is owned by PLM, as may be amended from time to time, subject to the terms of this Agreement.

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Marks means either AMEX Marks or Partner Marks, or both, as the context requires. Marketing Materials means the advertisements, brochures, Applications, solicitation materials, telemarketing scripts and any other written materials relating to the Program, including point of purchase displays, take-one Applications, television advertisements, radio advertisements, websites, and advertisements for the Program in any media and any other materials or communications, including welcome kits and disclosure documents relating to the Program, which are sent to Co-Branded Cardholders, AM Customers, and Members pursuant to the terms of this Agreement. Marketing Plan means the annual marketing plan AMEX and Partners jointly cooperate to develop. Member means, as of any date, any individual who is a member of the Loyalty Program. Member Information means information regarding a Member obtained by PLM . Mexico means the United Mexican States. Mexican Pesos or Pesos or MXN means the currency of Mexico. Negative Change means a reduction or dilution of the reasonably perceived value to a Co-Branded Cardholder of a benefit or feature identified in Schedule 1, or a material restriction on the ability of a Co-Branded Cardholder to access or use a benefit or feature identified in Schedule 1. New Intellectual Property means either AMEX New Intellectual Property or Partner New Intellectual Property, or both, as the context requires. Network Incentive means compensation paid by the American Express network or its Affiliate to the Partner(s) in consideration of Bonus Loyalty Points awarded to acquire new Co-Branded Cardholders. Notice Period has the meaning assigned in Section 4.02(a). Other Payment System means any of the Visa, MasterCard, Discover or JCB networks or other similar general purpose card network, as well as other digital payments systems that could not include AMEX Cards. Participation on Billed Business refers to the share of Billed Business on the Co-Branded Cards that AMEX pays to PLM. Partner has the meaning set forth in the third paragraph of the Preamble. Partner Channels means the AM Channels and the PLM Channels, jointly, and shall also include any channel used by a Party to contact a Co-Branded Cardholder or prospective Co-Branded Cardholder using information in the Partner Database. Partner Customer(s) means the AM Customers and the Members, jointly.

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Partner Data means all data or information, in any form or format, including interim, processed, compiled, summarized or derivative versions of such data or information, that may exist in any system, database or record that is either (i) provided by a Partner or a Partner’s Affiliate or Partner service provider, or (ii) obtained, developed, produced or processed by a Partner or a Partner’s Affiliate or Partner service provider, in each of (i) or (ii) in connection with the relationship or arrangements established by this Agreement, but excluding any Cardholder Data. For clarity, Partner Data shall include Member Information or AM Customer Information, including all of the information contained in the AM Database and the Loyalty Program Database. Any successors, equivalents or derivatives of the foregoing, whether now known or hereafter devised, and in any medium or format, are also Partner Data. For example, copying or tracking of any portion of Partner Data to create a separate set of information or database constitutes a derivative and is within the definition of Partner Data. Partner Database has the meaning assigned in Section 2.04(d)(i). Partner Event of Default has the meaning assigned in Section 4.01(a). Partner Marketing Contribution means, in any given Program Year, the Partner Channels (including the PLM marketing à la carte funds) and frequency of access to such Partner Channels that the Partners provide to AMEX, as identified in Schedule 3. Partner Marks means the AM Marks and the PLM Marks, jointly. Partner Materials has the meaning assigned in Section 5.03(b). Partner New Intellectual Property means AM New Intellectual Property and PLM New Intellectual Property, jointly. Partner Protective Action Event means an AM Protective Action Event and a PLM Protective Action Event, jointly. Party has the meaning set forth in the Preamble. Payback means the Payback loyalty program operated by an AMEX Entity or the Payback co-branded card. Payment Card means any card used to pay for goods and/or services and/or to obtain cash including any credit, debit, charge card, smart or stored value card or other account access device, including any digital equivalent or successor to such products, whether or not issued to consumers and whether or not incorporating any magnetic strip, hologram, or silicon chip (including, for the avoidance of doubt, a pre-paid card and a digital wallet). PLM has the meaning set forth in the Preamble. PLM Marketing Channels or PLM Channels means all communication channels associated with or controlled by PLM, irrespective of whether or not PLM receives compensation from any third party in respect of such channels, whether such channels are

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unique to the Loyalty Program (e.g., channels that make use of the Loyalty Program Database) or are used with other Members or the public in general, and whether operated directly by PLM or through any third party, including the following: Targeted PLM Marketing Channels means the PLM Marketing Channels in which marketing materials are communicated in a way that requires the address or telephone or other contact information of the recipient, including the following: • Direct mail (including, for example, the Loyalty Program newsletter and specialty magazines prepared for the Members and excluding third party magazines) • E-mail • Loyalty Program statement inserts • Outbound telemarketing • Inbound telemarketing • Secure section of the Loyalty Program website when the user is logged on as a Member • Mobile application Non-targeted PLM Marketing Channels means PLM Marketing Channels through which communications are directed to existing and potential Members either through mass media or through other channels that do not depend on the address or telephone or other contact information of the recipient, including the following: • Loyalty Program website when the user is not logged on as a Member • www.clubpremier.com • Social media • PLM stores (proprietary or franchised) PLM Marks means (i) the trademarks, trade names, brand names, domain names, service marks or logos of PLM or of its Affiliates and Subsidiaries participating in the Program set forth in Schedule 10, existing as of the date hereof, that shall be used in connection with the Program, and (ii) all variations and replacements thereof that are introduced into use by PLM or any of its Affiliates and Subsidiaries in the conduct of their respective businesses during the Term of this Agreement, and (iii) such other trademarks, trade names, brand names, domain names, service marks and logos, if any, as PLM, in its sole and absolute discretion, shall designate in writing as “PLM Marks” for purposes of this Agreement after the date hereof (including, registrations and applications for registration thereof and renewals and extensions of registrations thereof). The trademarks, trade names, brand names, domain names, service marks and logos described in clauses (ii) and (iii) above shall be referred to hereinafter as “PLM New Marks.” PLM New Intellectual Property means new Intellectual Property created hereunder by or for PLM. PLM New Marks has the meaning set forth in the definition of “PLM Marks.”

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PLM Protective Action Event has the meaning assigned in Schedule 12. Predecessor Agreement has the meaning set forth in Whereas (D) hereunder. Program means the marketing alliance created by AMEX, AM and PLM for promotion and solicitation of the Co-Branded Cards, pursuant to which AMEX will issue Co-Branded Cards and provide the services set out in this Agreement and the holders of such Co-Branded Cards shall be awarded Loyalty Points and/or provided with Partner services for expenditure incurred using such Co-Branded Cards. Program Data means, collectively, Cardholder Data and Partner Data. Program Management Committee or PMC shall have the meaning assigned in Section 2.03(a). Program Steering Committee or PSC shall have the meaning assigned in Section 2.03(b). Program Year means: a) the period starting on January 1, 2017 and ending on December 31, 2017; b) each period of twelve (12) months commencing January 1st during the Term or any Renewal Term; and, c) the period starting on the last January 1st during the Term or any Renewal Term and ending on the date on which this Agreement terminates or expires. Protective Action Event means any of the events listed in Schedule 12. Purchase Option has the meaning assigned in Section 4.03. Purchase Option Assets has the meaning assigned in Schedule 7. Relationship Manager means the designated representative(s) by each of AMEX and Partners, respectively. Renewal Term has the meaning assigned in Section 4.02(a). Service Establishment means a person that has entered into an agreement with a merchant acquirer, acceptance aggregator or payment service provider, for the acceptance by that person of AMEX Cards (including the Co-Branded Card) for the purchase of goods and/or services. Subsidiary means, with respect to any person, any other person of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors (or other persons performing similar functions) are, at the time of determination, directly or indirectly, owned or controlled by such first person or one or more of such other persons. Targets has the meaning assigned in Schedule 5.

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Territory means the United Mexican States. Term has the meaning assigned in Section 4.02(a). Tier Status means the level of status granted by AM to Members, and the associated benefits provided by AM to Members within their respective tier of the Loyalty Program, as set out on Schedule 1 and as may be modified by AM from time to time. Total Portfolio Billed Business means the Billed Business related to the Co-Branded Card Account Portfolio. Total Tangible Value has the meaning assigned in Section 2.02(e). Transfer of Loyalty Program Assets means any transaction or series of transactions that results in the sale, transfer, assignment, spin-off or any other transaction that involves all or substantially all of the Loyalty Program, including Member lists, reward point bank, marks associated with the Loyalty Program or the right to be the AM’s primary loyalty program. Unconnected Intellectual Property has the meaning assigned in Section 5.03(a). US Dollars or USD means the currency of the United Stated of America. Wind-Down Period means the period of three-hundred sixty-five (365) days following the effective date of termination or expiration of this Agreement during which the Co-Branded Cards will remain valid for new charges. Section 1.02 Rules of Interpretation. In this Agreement, except where the context otherwise requires: (a) the singular includes the plural and vice versa, and a gender includes other genders; (b) another grammatical form of a defined word or expression has a corresponding meaning; (c) a reference to a clause, paragraph or schedule is to a clause, paragraph or schedule of this Agreement, and a reference to this Agreement includes any schedule; (d) a reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time; (e) a reference to time is to Mexico City local time (i.e., Central Standard Time in the United States of America); (f) a reference to a Party is to a Party to this Agreement, and includes the Party’s administrators, successors and permitted assigns;

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(g) a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity; (h) a reference to a statute, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them; (i) a reference to a person having knowledge is to what is actually known by, or should have been known by, such person based upon commercially reasonable standards; (j) whenever the words “include,” “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation.” (k) the meaning of general words is not limited by specific examples introduced by including for example or similar expressions; (l) a rule of construction does not apply to disadvantage a Party because the Party or its advisers was responsible for the drafting of this Agreement or any part of it; (m) if a day on or by which an obligation must be performed or an event must occur is not a Business Day, the obligation must be performed or the event must occur on or by the next Business Day; (n) headings are for ease of reference only and do not affect interpretation; and (o) any references to AM shall also include Aerolitoral, S.A. de C.V., and any other Affiliates of AM that own and operate airlines within the Territory. ARTICLE II ESTABLISHMENT OF THE PROGRAM Section 2.01 The Program. (a) In accordance with and subject to the terms and conditions of this Agreement, Partners and AMEX agree to operate the Program pursuant to which (i) AMEX shall issue the AMEX Co-Branded Cards to Co-Branded Cardholders; (ii) PLM will enroll the Co-Branded Cardholders in the Loyalty Program; (iii) PLM will credit Loyalty Points earned on the Co-Branded Cards and; (iv) the Parties will provide certain benefits to Co-Branded Cardholders, as described in Schedule 1. In addition, the Parties shall assist in the marketing of the Co-Branded Cards as provided under this Agreement. (b) As of the Effective Date of this Agreement, AMEX shall issue the Co-Branded Cards set out in Schedule 1 pursuant to the Program. Prior to issuing any other Co-Branded Cards pursuant to this Agreement, AMEX shall require the written

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consent of the Partners (which consent shall not be unreasonably withheld, conditioned or delayed). (c) Subject to the provisions of this Agreement, AMEX shall have the sole right to determine the terms and conditions that govern usage of the Co-Branded Cards as set forth in the Cardholder Agreement. AMEX agrees to notify the Partners in writing no less than thirty (30) days prior to making any changes, modifications or amendments to the terms and conditions in the Cardholder Agreement unless such changes, modifications or amendments are immediately required by Applicable Law, in which case notice shall be provided as soon as practicable. (d) Attached to this Agreement as Schedule 14 are the terms and conditions of the Loyalty Program in effect as of the Effective Date of this Agreement. Except as otherwise provided in this Agreement, PLM shall have the sole right to determine the terms and conditions of the Loyalty Program. PLM agrees to notify AMEX in writing or by email (email reception to be acknowledged by the AMEX addressee) no less than thirty (30) days prior to making any changes, modifications or amendments to the terms and conditions of the Loyalty Program that would (i) affect Co-Branded Cardholder rights and obligations under the Program, (ii) affect the benefits and features described in Schedule 1 or (iii) have any other material effect on the Program. Within fifteen (15) Business Days of receipt of such notice, AMEX shall notify PLM whether AMEX must deliver notice of such changes to Co-Branded Cardholders in compliance with Applicable Law, in which event, PLM shall not make such changes until the prior notice period that may be required under Applicable Law shall have expired. (e) Each of the Partners and AMEX agrees to work together on a good faith basis to achieve the technical standards necessary to carry out agreed operational tasks for the Program. If, and to the extent that, any operational provisions prove to be unachievable for reasonable technical reasons, Partners and AMEX will mutually agree upon alternative workable standards consistent with the provisions of this Agreement and the provision of high quality service to mutual customers. Each Party shall be responsible for its own costs with respect to the development and implementation of its own operational systems, with the exception of any costs related to the development and implementation of the Data Sharing Requirements set out herein in Schedule 13. (f) The Parties hereby agree to terminate as of the Effective Date the Predecessor Agreement; provided, however that, any rights, obligations or claims of a Party arising under the Predecessor Agreement prior to the Effective Date shall be governed by the Predecessor Agreement. For clarity, the Parties shall continue marketing and solicitation activities for the Co-Branded Cards following the Effective Date in a manner that is consistent with the Parties’ activities prior to the Effective Date, provided that the Parties’ rights and obligations for Co-Branded Cards acquired following the Effective Date shall be subject to the terms of this Agreement.

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(g) During the Term, AM shall not dispose of or transfer the capacity or operations of Aerolitoral, S.A. de C.V. without replacing such capacity or operations in a substantially similar manner. Section 2.02 Co-Branded Card Benefits and Features. (a) Co-Branded Card Designs. AMEX and the Partners agree that the Co-Branded Card designs will be as set out in Schedule 8 unless and until changed by written agreement of the Parties. Any relevant changes to the design of the Co-Branded Card(s) proposed by AMEX shall be subject to the prior written approval of the Partners, except for (i) changes applicable to all AMEX Cards due to standardization of AMEX Cards, provided that such changes do not modify the Partner Marks or materially diminish the prominence of the Partner Marks; or (ii) as necessary to comply with Applicable Law. In the event of changes made by AMEX under either (i) or (ii) in the preceding sentence, AMEX shall provide reasonable advance notice to the Partners concerning such changes together with a graphical display of the proposed design change. AMEX shall bear the expense of the design, and changes to the design, of the Co-Branded Card(s). In the event that an update to the design of the Co-Branded Card(s) is required due to a change in a Partner’s information, including due to a change to Partner Marks, such Partner shall provide the materials and information needed to effect the update and shall bear the expense of the redesign of the Co-Branded Card(s), and shall provide AMEX with at least ninety (90) days’ notice. (b) Co-Branded Card Benefits and Features. The Co-Branded Cards will, at the Effective Date (except as otherwise provided below), each have the benefits, Co-Branded Card fees and other features of the Co-Branded Card set out in Schedule 1. (i) AMEX shall track the number of Companion Ticket Vouchers earned by Co-Branded Cardholders and shall provide regular reports (as described in Schedule 4) to PLM regarding the vouchers earned. (ii) PLM shall be responsible for having the systems and controls and customer service procedures and training necessary to: A. maintain accurate records of the Companion Ticket Vouchers earned by Co-Branded Cardholders, based on the reports from AMEX mentioned in paragraph (i) above; B. handle through its telephone service center, Clubpremier.com, mobile applications, and any other relevant customer service channels all customer service inquiries related to Companion Ticket Vouchers, including questions from Co-Branded Cardholders about the number of outstanding vouchers owned by such Co-Branded Cardholder, the rules for redemption of such vouchers (to the extent such rules are provided by AMEX to PLM

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at any time in AMEX’s sole discretion) and the expiration dates of such vouchers; C. handle redemptions of Companion Ticket Vouchers through its telephone service center and through Clubpremier.com and any other relevant customer service channels, receiving and processing requests from Co-Branded Cardholders to redeem their vouchers; and D. provide regular reports to AMEX regarding customer service inquiries, redemptions and expirations of such vouchers, as provided in Schedule 4. (iv) The Partners agree to provide the Co-Branded Cardholders with two alternatives for the redemption of Companion Ticket Vouchers: A. When redeeming Loyalty Points to purchase a ticket on clubpremier.com, the Co-Branded Cardholders will have the ability to redeem the Companion Ticket Vouchers to purchase a second ticket for a specified number of Loyalty Points equal to the number of Loyalty Points redeemed for the first redemption ticket, such amount being determined by the route flown, season and cabin class, provided that such Co-Branded Cardholders shall pay all applicable taxes and surcharge payments with respect to such redemption and second ticket. B. When redeeming Loyalty Points to purchase a ticket using Dynamic Pricing, the Co-Branded Cardholders will have the ability to redeem the Companion Ticket Vouchers to purchase a second ticket for the number of Loyalty Points determined by Dynamic Pricing at the time the first redemption ticket was purchased; provided that such Co-Branded Cardholders shall pay all applicable taxes and surcharge payments with respect to such redemption and second ticket. If AMEX determines in its sole discretion that redeeming Companion Ticket Vouchers using Dynamic Pricing has a material adverse effect on AMEX’s anticipated financial performance relating to the Program, then AMEX may, upon thirty (30) days’ prior notice to the Partners, modify the rules for redemption of such vouchers.

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(c) Costs of Co-Branded Card Benefits. Each Party shall bear the cost of the benefits it provides and shall not be entitled to require any payment for doing so from Co-Branded Cardholders, except as specified in Schedule 1. (d) Change of Co-Branded Card Benefits and Features. Subject to Sections 2.02(e) through 2.02(i), AMEX and the Partners shall have the ability, each in its sole discretion, to make changes to the Co-Branded Card benefits and features set out in Schedule 1 upon prior notice to the other Parties. For the avoidance of doubt, the Parties may, in their sole discretion, make changes to any features and benefits provided by a Party that is not specified in Schedule 1, in the understanding that such changes shall not affect the Program. (e) Competitiveness of the Program. Notwithstanding the above Section 2.02(d), the Parties agree that the total tangible value of elements of the Co-Branded Card benefits and features as set out in Schedule 1, when taken in aggregate (the “Total Tangible Value”), is, and shall remain during the Term, superior to that of comparable elements of the benefits and features of Competitor Airline Co-Branded Cards, when taken in aggregate. In addition, AMEX will not offer a benefit that would permit an individual to redeem loyalty points or other value for an additional redemption airline ticket in connection with any Competitor Airline Co-Branded Cards. Other than the restrictions in this Section 2.02(e) relating to Competitor Airline Co-Branded Cards, nothing in this Section 2.02(e) shall restrict the ability of AMEX to offer other products with competitive value propositions in order to provide value and create choice for consumers. (f) Negative Changes to Total Tangible Value. The Parties shall assess the Total Tangible Value of the Co-Branded Cards following any Negative Change to the Companion Ticket Voucher or Tier Status benefits listed in Schedule 1 or, upon mutual agreement by the Parties, following any Negative Change to the other benefits and features identified in Schedule 1. (g) Co-Branded Card Benefits and Features Annual Review. Even if there has been no Negative Change to the benefits and features identified in Schedule 1 as provided under Section 2.02(f), the Parties shall review at least annually the terms and performance of the Co-Branded Card and the Total Tangible Value to determine whether the Co-Branded Cards continue to offer superior benefits and features when compared to Competitor Airline Co-Branded Cards. (h) Analysis for the Annual Review or Following a Negative Change. As part of the annual review under Section 2.02(g) or following a Negative Change as provided under Section 2.02(f), the Parties shall conduct a Total Tangible Value analysis to determine whether the Total Tangible Value of the Co-Branded Card continues to offer superior benefits and features when compared to Competitor Airline Co-Branded Cards. An illustrative example of the product of the Total Tangible Value analysis is incorporated herein as Schedule 15.

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(i) Remedies in the Event the Co-Branded Card Does Not Offer Superior Value. In the event that the Parties determine that the Total Tangible Value does not provide superior value as required under Section 2.02(e) following the analysis specified in Section 2.02(h), then the following remedies shall apply: A. In the case of a Negative Change effected by AMEX or a finding that a benefit or feature offered by AMEX materially contributes to the Co-Branded Card no longer providing superior benefits, AMEX shall invest in additional value proposition elements to achieve a superior Total Tangible Value when compared against any comparable Competitor Airline Co-Branded Card(s). If such investment is required, AMEX will first invest in incremental airline benefits created and introduced by AM during the Term, as described in Schedule 2(a); B. In the case of a Negative Change effected by AM or a finding that a benefit or feature offered by AM materially contributes to the Co-Branded Card no longer providing superior benefits, AM agrees that it will substitute or provide alternate airline benefits to achieve a superior Total Tangible Value when compared against any comparable Competitor Airline Co-Branded Card(s); C. In the case of a Negative Change effected by PLM or a finding that a benefit or feature offered by PLM materially contributes to the Co-Branded Card no longer providing superior benefits, PLM agrees that it will make appropriate adjustments to the ability of the Co-Branded Cards to earn and burn Loyalty Points to achieve a superior Total Tangible Value when compared against any comparable Competitor Airline Co-Branded Card(s), and; D. In the case that more than one (1) of the Parties effects a Negative Change or a finding that multiple benefits or features offered by different Parties have collectively materially contributed to the Co-Branded Card no longer providing superior benefits, the Parties who have effected such Negative Changes or who provide such benefits or features will meet within thirty (30) days of effecting such Negative Change or following such finding to share their proposals to modify the value proposition of the Co-Branded Card(s) impacted, to ensure that when the modifications are made in aggregate, the Total Tangible Value of the affected Co-Branded Card(s) is superior to that of comparable Competitor Airline Co-Branded Cards. (j) Rewards Program. PLM shall offer a Loyalty Program, and AM and AMEX shall participate in the Loyalty Program, based on the following principles: (i) Co-Branded Cardholders will earn Loyalty Points directly in the Loyalty Program on Billed Business (unless otherwise agreed) at the rates specified in Schedule 1 for the Co-Branded Card.

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(ii) PLM will not change nor apply rules of the Loyalty Program in a manner which disadvantages the Co-Branded Card relative to all other Members participating in the Loyalty Program, or relative to Competing Co-Branded Cards. (iii) PLM will not reduce the value of Loyalty Points earned on the Co-Branded Card for redemption by Members, relative to all other Members participating in the Loyalty Program, or relative to Competing Co-Branded Cards. For clarity, the restriction in this Section 2.02(j)(iii) shall not apply to promotions or benefits offered or funded by third parties at fair market price that may have the effect of increasing the value of Loyalty Points offered to certain Members in conjunction with such promotion or benefit. (iv) Each Co-Branded Cardholder must be a Member in order to accumulate Loyalty Points. (v) AMEX reserves the right to suspend the accumulation of Loyalty Points for Co-Branded Accounts that are delinquent (i.e., that have an amount owed to AMEX that is past due) or assess charges to Co-Branded Cardholders for their reinstatement, provided, however, that (A) any such suspension or assessment shall be consistent with AMEX policies and practices applied to Competitor Airline Co-Branded Cards; and (B) any charges assessed to Co-Branded Cardholders for reinstatement are not labeled as charges imposed in exchange for reinstating Loyalty Points. (vi) PLM acknowledges and agrees that subject to the foregoing, it will continue to credit Loyalty Points in accordance with this Agreement to a Co-Branded Cardholder until that Co-Branded Cardholder cancels his Co-Branded Card. (vii) Once a Co-Branded Cardholder has acquired Loyalty Points under this Agreement, the Loyalty Points and their use will be governed by the Loyalty Program terms and conditions and the rules applicable to redemption of Companion Ticket Vouchers. (viii) In the event that future national tax regulations require tax reporting on Loyalty Points redemptions or otherwise with respect to the Loyalty Program, PLM or AMEX shall, to the extent required by such regulations and so far as is within its control, be responsible for such reporting. If PLM or AMEX (as the case may be) needs any information from the other Party to enable it to comply with the provisions of this Section 2.02(j)(viii), the other Party shall provide such information as the first Party may reasonably request on reasonable notice from the other Party. For the avoidance of doubt any taxes, duties, levies or other charges which may be due as a result of the receipt by Co-Branded Cardholders of Loyalty Points or other benefits under the Program should

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be borne by the Co-Branded Cardholders and neither PLM nor AMEX shall be responsible therefor. (ix) Subject to the restrictions listed above, PLM may vary the Loyalty Program terms and conditions from time to time. (x) The Partners will give AMEX three (3) months’ prior written notice of any intention by any of the Partners to terminate or substitute the Loyalty Program, and the Partners will not terminate or substitute the Loyalty Program without complying with the terms set forth in this paragraph. The Partners agree and acknowledge that the prior written consent of AMEX is required for any proposed termination or substitution of the Loyalty Program, which consent shall not be unreasonably withheld, conditioned or delayed. Following the receipt of the notice mentioned above (or upon the request from AMEX), each of the Parties shall meet within ten (10) days to discuss the proposed termination or substitution and the impact of the same on this Agreement. (k) Additional Earn Rates. Bonus Loyalty Points may be awarded, such as for seasonal offers or double mileage programs, at the discretion of the Party offering the Bonus Loyalty Points with notice to the other Parties to facilitate coordination of marketing plans. Similarly, Bonus Loyalty Points may be earned through special promotions, and shall be awarded as mutually agreed by AMEX and the Partners and shall be funded as mutually agreed by the Parties. (l) Loyalty Program Members. PLM reserves the right, in its sole discretion and at any time, to refuse to enroll or to terminate the enrollment in the Loyalty Program of any individual, including any individual who has submitted a completed Application in respect of a Co-Branded Card or who is already a Co-Branded Cardholder, and any individual who in PLM’s judgment engages in any activity that is contrary to Loyalty Program rules. In such event, PLM shall notify AMEX, AMEX shall inform the individual, and then AMEX shall have the right to convert the Co-Branded Cardholder to any other Payment Card program, at AMEX’s sole discretion, provided that AMEX shall not convert the Co-Branded Cardholder to a Competitor Airline Co-Branded Card. PLM shall also have the right to contact any such individuals.

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into any arrangement or agreement for the issuance, promotion or marketing in the Territory of a new Competing Co-Branded Card (in the case of Partner) or a new Competitor Airline Co-Branded Card (in the case of AMEX), which provides equal or superior value, in the aggregate, in comparison to the comparable benefits and features of the Co-Branded Card. For clarity, (i) the Parties agree that this provision does not apply to the INTERJET-AMEX and SANTANDER-AM-PLM Payment Cards; and (ii) the Partners shall not provide Companion Ticket Voucher or Tier Status benefits as part of any Competing Co-Branded Card. (n) Fraud Investigations. AMEX shall cooperate using its best efforts with all reasonable requests of PLM concerning any investigation and/or prosecution of anyone engaging in or suspected of engaging in abuse or fraud relating to the Loyalty Program, or engaging in any activity that is contrary to Loyalty Program rules. Loyalty Program abuse or fraud is subject to appropriate administrative and/or legal action by PLM including: the forfeiture of all Loyalty Program awards, and any accrued Loyalty Point in a Member’s Loyalty Program account; as well as cancellation of such account and Member’s future participation in the Loyalty Program. (o) Nothing in this Agreement shall prohibit PLM or AM from developing a loyalty or coalition program that does not permit an individual to earn or redeem value for air travel (other than the Loyalty Program). Section 2.03 Program Governance (a) Program Management Committee. The Parties hereby establish a program management committee (the “Program Management Committee” or “PMC”). The PMC will consist of no more than four (4) individuals representing two (2) appointees from AMEX and two (2) appointees from the Partners, acting jointly. The appointees will include the representatives of each of the Parties holding the position of Head of Co-brands from AMEX, AM and PLM, respectively. At least one (1) representative from AMEX and each of the Partners shall be designated a Relationship Manager who will function as the primary/first point of contact for the other Parties in connection with routine inquiries and resolution of Disputes. AMEX, AM and PLM shall be entitled to replace their appointees on the PMC by giving prior written notice to the other Parties and, subject to Section 2.03(a) hereunder, each Party shall be entitled to appoint additional members to the PMC with the prior approval of the other Parties (which approval shall not be unreasonably withheld, conditioned or delayed), subject to maintaining equal appointment rights between the Parties. The Parties hereby agree that any of them may invite additional senior officers and/or subject matter experts to the PMC meetings to discuss topics that are relevant in light of the matters in the agenda for the respective PMC meeting.

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(i) Responsibilities of the PMC. The PMC will conduct the following activities in respect of the Program: A. Discuss and provide input with respect to the business plan for the Program applicable to the upcoming Program Year, if any; B. Discuss priorities for the Program and identify opportunities for the Parties to share best practices, including with respect to data analysis and insights relating to each of the Parties’ respective industries; C. Review the goals and performance metrics of the Co-Branded Cards on not less than an annual basis, as defined in Schedule 5 of the Agreement, including commitments to increase Co-Branded Card acquisition or Billed Business from any Party that has a shortfall from such goals and metrics; D. Respond to market conditions and the concerns of the Parties, including with respect to Competing Cards, Competitor Airline Co-Branded Cards and competing airline loyalty programs; E. Discuss marketing plans and initiatives, including changes to marketing channels or frequency of access to such marketing channels as identified in Schedule 3 based on channel performance, or adding new marketing channels; F. Review proposed changes to the existing Program features as identified in Schedule 1 and review additional Program features, including potential enhancements to the benefits and features of specific Co-Branded Card products; G. Review, on not less than an annual basis, technology and innovation features that may be beneficial to the Program, including new eligible alternative payment form factors (e.g. mobile wallets); H. Review and align on opportunities to extend solicitations to potential Co-Branded Cardholders and offers and cross-selling initiatives to Co-Branded Cardholders, including the timing, scope and implementation of such potential solicitations, offers and initiatives; and I. Discuss and make determinations regarding Protective Action Events, as provided under Section 2.09. (ii) Meetings of the PMC. The PMC will meet at least monthly, either in person or by telephone at mutually acceptable times and locations, provided that any action taken by telephonic meeting shall be promptly

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confirmed in writing or by email by each Party’s Relationship Manager. Any of the Parties may call for a meeting of the PMC at any time with no less than five (5) Business Days’ notice and such meeting shall take place at mutually acceptable times and locations. (iii) Decisions of the PMC. No business may be conducted by the PMC unless there is at least one (1) member of the PMC from each Party present. In the event that a meeting is cancelled due to insufficient attendance, such meeting shall be rescheduled within ten (10) Business Days. Any decision of the PMC shall require the unanimous approval of those present at the relevant meeting. Each Party shall cause its respective representatives on the PMC to cooperate with each other in good faith in executing its responsibilities thereunder. The PMC will use commercially reasonable efforts to settle any Dispute arising from or relating to this Agreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both Parties. In the event that the PMC is unable to reach unanimous approval with respect to any matter to be decided by it, and cannot come to a decision despite having considered, in good faith, the issue (or issues) for more than thirty (30) days, the Parties shall refer the Dispute to the Program Steering Committee. The Program Steering Committee will meet (in person or by way of telephone or other electronic means) as promptly as possible. Notwithstanding any Dispute, the Parties agree to perform their respective obligations under the Agreement while the Dispute is being resolved, unless and until such obligations are terminated or expire in accordance with the provisions of the Agreement. For greater certainty, the Parties agree that decisions unrelated to the Dispute will continue to be made by the PMC. (b) Program Steering Committee. The Parties hereby establish a steering committee (the “Program Steering Committee” or “PSC”) to review the key performance indicators of the Program, implementation and results of the Marketing Plan, and matters related to the value proposition of the Co-Branded Cards issued as part of the Program. The PSC will consist of the representatives of the Parties fulfilling, among others, the following functions: • From AMEX: Vice President, Charge Cards and Director, Charge Cards; • From AM: Chief Revenue Officer, and SVP, Revenue Management, Distribution and Alliances, and; • From PLM: CEO and VP, Commercial

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The Parties hereby agree that any of them may invite additional senior officers and/or subject matter experts to the PSC meetings in order to discuss topics that are relevant in light of the matters in the agenda for the respective PSC meeting. (i) Meetings of the PSC. The PSC will meet at least semi-annually, either in person or by telephone at mutually acceptable times and locations, provided that any action taken by telephonic meeting shall be promptly confirmed in writing by all members of the PSC. Any of the Parties may call for a meeting of the PSC at any time with no less than five (5) Business Days’ notice and such meeting shall take place at mutually acceptable times and locations. (ii) Decisions of the PSC. No business may be conducted by the PSC unless all members are present. Any decision of the PSC shall require the unanimous approval of those present at the relevant meeting. Each Party shall cause its respective representatives on the PSC to cooperate with each other in good faith in executing its responsibilities thereunder. (iii) Escalation. In the event that the PSC meets and is unable to reach unanimous approval with respect to any matter to be decided by it, and cannot come to a decision despite having considered, in good faith, the issue (or issues) for more than thirty (30) days, the Parties shall refer the Dispute to the member of AMEX’s senior executive team responsible for Mexican Consumer Cards and head of the Market (or successor position), AM’s Chief Executive Officer (or successor position) and PLM’s Chief Executive Officer (or successor position) (the “Enterprise Executives”). The Enterprise Executives will meet (in person or by way of telephone or other electronic means) as promptly as possible. Any decision of the Enterprise Executives shall be final and binding upon the Parties. If the Enterprise Executives cannot resolve the Dispute within fifteen (15) days after being notified of the Dispute then, (A) if the subject matter of the Dispute is an AMEX Matter as provided under Section 2.03(c), then the Dispute shall be resolved in favor of AMEX; (B) if the subject matter of the Dispute is a Partner Matter as provided under Section 2.03(d), then the Dispute shall be resolved in favor of the relevant Partner; (C) if the subject matter of the Dispute is not identified as either an AMEX Matter or Partner Matter, then the dispute will be handled in accordance with Section 9.11. Notwithstanding any Dispute, the Parties agree to perform their respective obligations under the Agreement while the Dispute is being resolved, unless and until such obligations are terminated or expire in accordance with the provisions of the Agreement. (c) AMEX Matters. The following matters shall be considered AMEX Matters: (i) Changes in Applicable Law that exclusively apply to AMEX.

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(ii) changes to AMEX information technology, servicing platform and processing systems that would not be reasonably likely to have a materially adverse impact on the Program; (iii) changes to Program policies and procedures affecting applicants or Co-Branded Cardholders that would not be reasonably likely to have a material adverse impact on the Program or the Partners; (iv) AMEX capital expenditures; (v) management and retention of AMEX personnel; (vi) changes to AMEX’s privacy policy that (A) would not be reasonably likely to have a material adverse impact on the Program or the Partners or (B) are required by Applicable Law; and (vii) use of AMEX Marks. (d) Partner Matters. The following matters shall be considered Partner Matters: (i) compliance with Applicable Law that exclusively apply to AM or PLM; (ii) changes to Partner information technology, servicing platform and processing systems that would not be reasonably likely to have a material adverse impact on the Program; (iii) administration and operation of the Loyalty Program or any successor loyalty program that would not be reasonably likely to have a material adverse impact on the Program; (iv) administration and operations of AM flights, including terminal operations and flight destinations; (v) Partner capital expenditures; (vi) management and retention of Partner personnel; (vii) changes to Partner’s privacy policy that (A) would not be reasonably likely to have a material adverse impact on the Program or AMEX, or (B) are required by Applicable Law; and (viii) use of Partner Marks. Section 2.04 Marketing of Co-Branded Cards. (a) Marketing Plan. AMEX and Partners shall jointly develop, and cooperate with respect to, an annual Marketing Plan. All Marketing Plans shall be agreed between the Parties no later than the 30th of November prior to the relevant calendar year, and in no event later than any such marketing plan is agreed with

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any issuer of Competing Co-Branded Card(s). For clarity, the Marketing Plan for the first Program Year shall be agreed no later than November 30, 2016. AMEX acknowledges its intent to incur reasonable marketing expenses to promote the Co-Branded Cards, including the acquisition of new Co-Branded Cardholders and increased use of the Co-Branded Card by existing Co-Branded Cardholders. The Parties agree to work in good faith to develop the Marketing Plan referred to above. In developing the Marketing Plan, the PMC shall consider overall performance in the Program Year to date, including with respect to features and benefits of the Co-Branded Card as provided in Schedule 1, channel access as provided in Schedule 3, data access as provided in Schedule 13, and the Targets and the reference for acquisition of new Accounts as provided under Schedule 5. The PMC may revise the frequency of contacts specified as of the Effective Date in Schedule 3. If AMEX or the Partners are projected to fail to achieve the Targets in the current Program Year, the PMC may conduct a further review from the portfolio key performance indicators reflected in the Acquisition Data and Account Data reports provided monthly by AMEX to the Partners as provided under Schedule 4, and shall agree on additional marketing contributions from the Party that would have the shortfall to facilitate such Party’s achievement of the Targets in the following Program Year. Such incremental contributions shall be specified in the Marketing Plan. All marketing activities will be consistent with and relate to the overall strategy set out in the Marketing Plan for the relevant Program Year and will be developed through consultation and co-ordination by the Parties and all decisions taken will reflect and take into account the overall objectives set out in the Marketing Plan for the relevant Program Year. The Program Management Committee shall approve or delegate approval of all marketing materials relating to the Program, including approval regarding the content of email messages, such approval not to be unreasonably withheld, conditioned or delayed by any Party. If the Program Management Committee is unable to agree to approve any matter which it is required to agree or approve pursuant to this Agreement, the matters in dispute shall be escalated to the Program Steering Committee. (b) Cooperation. Each Party shall cooperate with and provide such assistance to each other Party as such other Party may reasonably request with respect to the establishment, promotion and operation of the Program, solicitation of any Co-Branded Card, and the resolution of Disputes and other matters relating to transactions by Co-Branded Cardholders. (c) Guidelines and General Principles. Each of AMEX and each of the Partners shall be responsible for the accuracy of all materials provided by it for inclusion in the marketing materials relating to the Program. Except as otherwise set out herein, all marketing materials related to the Co-Branded Cards are subject to approval by AMEX and Partners, which shall not be unreasonably withheld, conditioned or delayed. Each Party will respond within three (3) Business Days to marketing proposals put forward by another Party.

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(d) AMEX Marketing Obligations. AMEX shall (at no cost to Partners) comply with the marketing obligations described below. (i) AMEX shall undertake at its expense direct marketing activities through AMEX Marketing Channels as identified in Schedule 3 to offer the Co-Branded Card to prospects. In order to carry out such marketing activities, AMEX shall have the right to use information regarding Members contained in the Loyalty Program Database and the AM Database (collectively, the “Partner Database”) (except for the information of those Members who hold Competing Co-Branded Cards and information required to be withheld in accordance with a Partner’s privacy policy and Applicable Laws governing the use of personally identifiable information) as set out in Schedule 13. In addition, AMEX shall have the right to use tags on Partners’ websites, to be placed on jointly agreed pages for use in targeting Members and AM Customers. Subject to AMEX’s other obligations under this Section 2.04, AMEX retains the rights to decide the extent of such marketing efforts, whether to make offers to any particular individuals within targeted groups and whether to approve any Applicant for the Co-Branded Card. AMEX may also solicit those AMEX Cardmembers and other prospects identified through sources other than Partners, who in AMEX’s sole business judgment are deemed appropriate prospects. Any access granted by the Partners to the Partner Database to the issuer of a Competing Co-Branded Card shall not include access in any way to information regarding the Co-Branded Cardholders, except to the extent such Co-Branded Cardholders are also Competing Co-Branded Card cardholders. (ii) In its use of the Partner Database set forth in the prior paragraph, AMEX undertakes to put in place marketing controls to prevent placing unsolicited telephone calls to the same Member or AM Customers, as the case may be, with the frequency as provided under Schedule 13; provided, however, that attempts that did not result in an agent speaking to such Member or AM Customer shall not count towards this limit. (iii) AMEX shall design all acquisition materials (including printed and online application forms and Co-Branded Cardholder statement design) and provide them to the Partners for prior approval, which shall not be unreasonably withheld, conditioned or delayed, provided that AMEX shall have ultimate decision-making authority with respect to any elements of such marketing materials that are, in AMEX’s reasonable judgment, required in order to comply with Applicable Law. For the avoidance of doubt, all acquisition materials which have received Partner approval prior to the Effective Date shall not be subject to further review and/or approval, unless AMEX makes material changes to such acquisition materials.

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(iv) In the event that, during the Term, AMEX promotes a Competitor Airline Co-Branded Card in the Territory through one of the marketing channels mentioned in the following sentence, then AMEX shall provide Partners with comparable access to such marketing channels to carry out promotions of Co-Branded Cards through such channels. The relevant marketing channels are (1) americanexpress.com.mx; (2) emails; and (3) take-one applications in AMEX owned premises in the Territory. AMEX shall provide Partners the parity of access mentioned above no later than three (3) months following the completion of the Competitor Airline Co-Branded Card promotion. (v) AMEX shall carry out all obligations agreed to in the Marketing Plan. (vi) AMEX shall market Co-Branded Cards to appropriate existing AMEX customers via the channels normally used to communicate to those customers, including those channels specified in Schedule 3. (vii) AMEX shall regularly display information relating to the Co-Branded Cards on americanexpress.com.mx in a location that does not require more than three clicks from the landing page at americanexpress.com.mx and that is clearly marked. (viii) AMEX shall provide the Co-Branded Cards with at least parity of website location on americanexpress.com.mx compared to that of any Competitor Airline Co-Branded Card. (ix) AMEX shall feature the Co-Branded Cards within the secure area of americanexpress.com.mx with at least parity of exposure compared to that of any Competitor Airline Co-Branded Card; (x) AMEX shall allow the Partners to place marketing materials in periodic communications to AMEX customers promoting AM flights or coalition alliances at least two (2) times per year; and (xi) AMEX shall provide the Partners with access to all new channels as developed and implemented on the same or more favorable basis as the access provided by AMEX to any Competitor Airline Co-Branded Card. (e) Partner Marketing Obligations. During each Program Year, each of the Partners shall grant AMEX access to Partner Channels identified in Schedule 3, as may be amended from time to time by the PMC as provided in Section 2.03(a)(i)(E), Section 2.04(a) and Schedule 3 for the acquisition and promotion of the Co-Branded Cards on an ongoing basis. The impacts, fair market value (“FMV”), type and frequency of access as of the Effective Date is provided in Schedule 3.

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(ii) In order to support the calculation of the FMV of the Partner Marketing Contribution, the Partners shall provide a schedule of pricing generally applicable to the public denominated in Mexican Pesos no less frequently than annually, and in any event at the time the Parties agree upon the Marketing Plan. The pricing for any Partner Channel for which there is no publicly available pricing or that is not available to the general public shall not increase annually by an amount greater than inflation. The inflation rate shall be determined by reference to the rates reported by the Instituto Nacional de Estadística y Geografía (“INEGI”). (iii) The Parties acknowledge and agree that the Partners cannot guarantee that AMEX shall have frequency of access to the Partner Channels during the Term in excess of the frequency of access specified in Schedule 3 as of the Effective Date. If (A) AMEX desires frequency of access in excess of the frequency of access specified in Schedule 3 as of the Effective Date, and the Partners can provide such incremental frequency of access, or (B) if the aggregate FMV of the frequency of access specified in Schedule 3 as of the Effective Date shall exceed the aggregate FMV of the Partner Marketing Contribution in a given Program Year and if AMEX desires to use such frequency of access, then AMEX shall pay to the Partners the incremental difference in FMV to obtain the incremental frequency of access under (iii)(A) or to use the frequency of access under (iii)(B). (iv) Notwithstanding anything to the contrary in this Agreement (except for the access provided for in Schedule 3 as of the Effective Date), the Partners are under no obligation to provide access to Partner Channels (including frequency of access) if doing so would not be permitted under an agreement entered into between the Partners and the issuer of a Competing Co-Branded Card. (f) With respect to the Partners’ marketing obligations, each of the Partners shall: (i) cooperate with AMEX’s reasonable requests in relation to the advertising and promotion of the Co-Branded Cards, including by providing access to Partner Channels as provided in Schedule 3;

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(ii) market Co-Branded Cards to appropriate existing Partner Customers via the channels normally used to communicate to those customers; (iii) provide AMEX access to the respective Partner’s Database and the data fields as specified in Schedule 13, to the extent received from a Member or AM Customer, for the purpose of acquiring Co-Branded Cardholders in accordance with Section 2.04(d)(i) (without exceptions or deletions, other than (A) the information of Members who currently hold both a Co-Branded Card and a Competing Co-Branded Card, (B) to comply with Applicable Law governing the use of personally identifiable information and the respective Member’s election with respect to data sharing, (C) transactional information related to other business partners of the Partners, and (D) the information of Members who have a mailing address outside of the Territory or who are minors). Such use by AMEX of the Partner Database shall be limited to the purposes contemplated by this Agreement. The Partners shall bear any costs they incur in creating such lists and transmitting them to AMEX or to AMEX’s designated third party that is subject to confidentiality obligations similar to or greater than those applicable to AMEX hereunder (such designation to be subject to the approval of the Partners, which approval shall not be unreasonably withheld, conditioned or delayed). The Partners will maintain the Partner Database and the accuracy thereof throughout the Term of this Agreement; (iv) continuously display information relating to the Co-Branded Cards on each Partner’s website (www.aeromexico.com and www.clubpremier.com) in a location that does not require more than three clicks from the landing page at www.aeromexico.com and www.clubpremier.com and that is clearly marked; (v) provide the Co-Branded Cards with at least parity of website location on www.aeromexico.com and www.clubpremier.com compared to that of any Competing Co-Branded Card; (vi) feature the Co-Branded Cards on each Partner’s landing page (www.aeromexico.com and www.clubpremier.com) for an uninterrupted period of one month at least once per Calendar Year and with parity to the sum of all other Competing Co-Brand Cards and Other Payment Systems; (vii) feature the Co-Branded Cards within the secure Club Premier area of each Partner’s website (www.aeromexico.com and www.clubpremier.com) with at least parity of exposure compared to that of any Competing Card; (viii) allow AMEX staff (or AMEX-approved third parties) access to AM Lounges and AM ticket offices owned by the Partners for the purpose of acquiring Co-Branded Cards in accordance with Schedule 3 and the Marketing Plan;

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(ix) allow AMEX to place Co-Branded Card marketing materials in the periodic Loyalty Program newsletter at least two (2) times per year and in the periodic Loyalty Program statements at least two (2) times per year; (x) ensure that AMEX’s access to each of the channels outlined in Schedule 3 is at least as favorable as the access provided by Partner to the issuer of any Competing Card (including any Competing Co-Branded Card), and provide AMEX with the opportunity (upon AMEX’s request) to enjoy such comparable access in comparable conditions no later than 3 (three) months following the completion of the Competing Card promotion; (xi) provide AMEX with access to all new channels as developed and implemented on the same basis as the access provided by the Partners to the issuer of any Competing Card (including a Competing Co-Branded Card) or Other Payment System. (xii) carry out all obligations agreed to in the Marketing Plan (g) Channel Access Default Remedies. The Parties hereby agree that in the event of default on a Party’s obligations regarding the access by one Party to the marketing channels provided by the other Party as provided in Schedule 3 or the Marketing Plan, upon notice from the non-defaulting Party, the defaulting Party (i) will be obligated to provide an additional instance of such channel access than otherwise identified in Schedule 3 or the Marketing Plan at no cost to the non-defaulting Party; and (ii) shall pay the non-defaulting Party for any documented, out-of-pocket costs actually incurred by the non-defaulting Party in preparing to use such channel access. (h) Partner Database Access Default Remedies. In the event of failure to provide access to the Partner Database in accordance with the requirements set out in Section 2.05(c)(iii) and Schedule 13, the relevant Partner agrees to (A) reimburse AMEX for any documented, out-of-pocket costs actually incurred by AMEX in preparation to undertake marketing by AMEX using the Partner Database; (B) provide access to the Partner Database within thirty (30) days following the originally agreed-upon date. In the event a Partner fails to provide access to the Partner Database within thirty (30) days of the originally agreed-upon date, any underperformance by AMEX in respect of the Total Co-Brand Portfolio Billings Targets defined in Schedule 5 for the Program Year in which such access was not timely provided shall be deemed not to have occurred. For purposes of the Agreement Review Mechanism in Schedule 5, the Total Co-Brand Portfolio Billings Targets for such Program Year shall be subtracted from the cumulative Total

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Co-Brand Portfolio Billings Targets reviewed for purposes of the First Program Review or the Second Program Review, as applicable. (i) Marketing Costs and Expenses. Each Party shall be solely responsible at its own cost for performing all obligations assigned to it pursuant to each Marketing Plan. Subject to Section 2.04(e)(iii) and Section 2.04(g), neither AMEX nor Partners will charge the other for accessing the marketing channels as provided in Schedule 3 or the Marketing Plan. (j) AMEX Database. Following development by AMEX of the necessary systems and processes in its discretion pursuant to the mutually agreed system specifications (the costs of such development to be borne by PLM), AMEX shall provide a daily file containing the data elements specified in Schedule 13. AMEX shall complete such necessary systems and processes as soon as practicable, and in no event later than September 30, 2017, or as otherwise mutually agreed, such agreement not to be unreasonably withheld, conditioned or delayed. Following completion of such necessary systems and processes, the Parties shall agree on an objective standard for system uptime that is similar to the data delivery standard in effect between AMEX and PLM as of the Effective Date. AMEX acknowledges that access to the data elements specified in Schedule 13 to be provided with the objective standard to be mutually agreed is critical for the Partners to achieve its BB of NAA targets provided under Schedule 5; provided that the Partners shall not be relieved from the BB of NAA targets if AMEX fails to meet the objective standard. Section 2.05 Co-Branded Card Issuance and Administration. (a) Co-Branded Card Issuance. In accordance with AMEX policies and procedures generally applicable to all AMEX Cards and the provisions of this Agreement, AMEX shall issue Co-Branded Cards to eligible Applicants. (b) Co-Branded Card Servicing by AMEX. (i) AMEX will, at its own expense, be responsible for all activities associated with servicing the Co-Branded Card portfolio, including plastic card production, funding of receivables, billing, account maintenance, transaction and payment posting, authorizations, customer service, collections, handling billing disputes, merchant inquiries and fraud. AMEX will comply with all Applicable Laws and regulations governing the issuance and administration of the Co-Branded Card. (ii) AMEX shall, on a regular basis, at least once a month, notify PLM of all new Co-Branded Card Accounts approved under the Program and shall transmit to PLM each new Co-Branded Cardholder’s name, address, telephone number and email address (where available) and, if provided by the Applicant, the new Co-Branded Cardholder’s Loyalty Program account number. As provided in Section 2.05(c) below, if an approved Applicant for a Co-Branded Card indicates that he or she is a Member but does not provide his or her Loyalty Program account number, then AMEX

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shall transmit the Applicant’s name and address to PLM and request from PLM the Applicant’s Loyalty Program account number. If an approved Applicant for a Co-Branded Card indicates that he or she is not a Member, then PLM shall assign to such approved Applicant a Loyalty Program account number in accordance with Section 2.05(c) below. The foregoing shall be subject to systems developments and/or modifications by AMEX and PLM (which each of them shall do at their own expense). In order to comply with its obligations to avoid promoting Competing Cards to Co-Branded Cardholders, each Partner shall suppress from any promotions of Competing Cards through Targeted AM Marketing Channels and Targeted PLM Marketing Channels the information of the Co-Branded Cardholders, including any new Co-Branded Cardholders identified by AMEX to Partner pursuant to this paragraph; provided that the Partners are not required to suppress Co-Branded Cardholders from any such promotions if a Co-Branded Cardholder is also a cardholder of a Competing Card. Each Partner shall apply such marketing controls as are necessary to ensure that, no later than fifteen (15) Business Days from the date of reception of such information regarding a new Co-Branded Cardholder, such new Co-Branded Cardholder’s information shall be suppressed from any marketing campaign to be conducted by a Competing Card issuer; provided that the Partners are not required to suppress Co-Branded Cardholder information from marketing conducted by a Competing Card issuer if a Co-Branded Cardholder is also a cardholder of a Competing Card. (iii) AMEX shall handle all inquiries regarding Co-Branded Card billing and Co-Branded Card Accounts in a manner no less favorable than the manner in which AMEX handles inquiries for its other AMEX Cards. If AMEX receives an inquiry that should be directed to a Partner, AMEX’s customer service representative shall notify the Co-Branded Cardholder of the appropriate Partner customer service telephone number to call. (iv) AMEX shall educate and train the management and employees of AMEX (i) about the Co-Branded Card product, (ii) to recognize and acknowledge the Co-Branded Card and Co-Branded Cardholders, (iii) to thank them for using the Co-Branded Card and (iv) to promote the Co-Branded Card in appropriate ways. (v) The AMEX-provided benefits that are summarized in Schedule 1 (e.g., Purchase Protection, Travel Accident Insurance, Membership Travel Services) shall be updated from time to time in order to make such benefits compatible with comparable AMEX Cards issued in the Territory. (c) Co-Branded Card Servicing by the Partners. (i) PLM shall enroll each new Co-Branded Cardholder in the Loyalty Program and assign such new Co-Branded Cardholder a Loyalty Program

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account number, unless such person has previously enrolled in the Loyalty Program, in which case PLM shall assign the Loyalty Program account number requested by the Co-Branded Cardholder and make any changes deemed appropriate for servicing purposes (e.g. merge account numbers). PLM shall transmit to AMEX all Loyalty Program account numbers assigned to new Co-Branded Cardholders and, upon request, the Loyalty Program account number of any approved Applicant for a Co-Branded Card who indicates that he or she is a Member but does not provide a Loyalty Program account number on the Co-Branded Card application. PLM shall provide verification to AMEX of all new Loyalty Program enrollments and Loyalty Program account numbers within five (5) Business Days of notification by AMEX (by transmission of this information to PLM) that a new Co-Branded Card Account has been opened or within five (5) Business Days of AMEX’s request for a Loyalty Program account number, as applicable. (ii) PLM shall award Loyalty Points and each of the Partners shall provide the benefits and features in accordance with the terms of this Agreement, as described in Schedule 1. (iii) Each of the Partners shall flag or code all Co-Branded Cardholders in the Partner Database for the purpose of suppressing marketing to Co-Branded Cardholders as provided under Section 2.04(d)(ii). Within thirty (30) days after the end of the Wind-Down Period, each of the Partners shall remove the flagging or coding of Co-Branded Cardholders in its respective Partner Database. (iv) PLM shall notify AMEX quarterly of any change in Co-Branded Cardholders’ Loyalty Program account status (e.g., accounts purged, frozen or combined with duplicate accounts and changes in address) or Loyalty Program account number. (v) The Partners, at their expense, shall maintain and operate the Loyalty Program while this Agreement is in effect. The Partners will not terminate the Loyalty Program without complying with the terms of Section 2.02(j)(x). (vi) PLM shall be solely responsible for all activities associated with servicing Members with regards to the Loyalty Program and as otherwise provided herein and will comply with all Applicable Laws and regulations governing the administration of the Loyalty Program. PLM shall handle all inquiries relating to the Loyalty Program and awards redemptions. If PLM receives an inquiry that should be directed to AMEX, PLM’s customer service representative shall notify the Co-Branded Cardholder of the appropriate AMEX telephone number to call.

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(vii) The Partners shall educate and train their respective management and employees of such Partner (i) about the Co-Branded Card product, (ii) to recognize and acknowledge the Co-Branded Card and its Co-Branded Cardholders, (iii) to thank them for using the Co-Branded Card, and (iv) to promote the Co-Branded Card in appropriate ways. (viii) In the event that future federal, state or local tax regulations require tax reporting on award redemptions or otherwise with respect to the Loyalty Program, PLM shall be responsible for such reporting. (ix) In order to assist in general marketing coordination between the Parties, PLM agrees to provide at least seven (7) days’ prior notice to AMEX by telephone or email (email reception to be acknowledged by the AMEX addressee) of significant Loyalty Program promotions. (x) In order to assist in general marketing coordination between the Parties, AM agrees to provide at least seven (7) days’ prior notice to AMEX by telephone or email (email reception to be acknowledged by the AMEX addressee) of significant airline promotions relating to the Loyalty Program as AM deems appropriate. (xi) AM shall ensure that throughout the term of this Agreement, acceptance of the Amex Card as a payment method will be extended to acceptance of the Co-Branded Card. Additionally, both AM and AMEX will work to resolve issues related to AMEX Card acceptance that would have an adverse impact on the Program. (d) Customer Inquiries to AMEX. AMEX shall handle all inquiries regarding the Co-Branded Cards. If AMEX receives an inquiry that should be directed to a Partner, AMEX’s customer service representative shall provide the caller with a customer service number designated by such Partner, and may, but shall not be required to, transfer the caller to that number. (e) Payment Processing Rules for Incorrect Remittances. AMEX shall service and collect all Co-Branded Card Accounts established pursuant to the Program and, as the creditor, shall be entitled, to the exclusion of AM and PLM, to receive all payments made by Co-Branded Cardholders on Co-Branded Card Accounts. Partners shall not receive any payments on Co-Branded Card Accounts at their facilities or its agents’ or licensees’ establishments or offices, and shall not advertise or promote that payments for Co-Branded Card Accounts may be received at such facilities, establishments or offices. In the event that a Co-Branded Cardholder attempts to deliver payment on a Co-Branded Card Account to a Partner, such Partner shall instruct the Co-Branded Cardholder to deliver the payment directly to AMEX. If any check or other instrument submitted by a Co-Branded Cardholder as payment on any Co-Branded Card Account erroneously references a Partner as payee, such Partner hereby consents to allow AMEX to endorse such instrument. This consent shall be irrevocable as

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long as this Agreement is in effect and shall continue in effect after any termination of this Agreement as provided in, and subject to the limitations contained in, Schedule 7. (f) Debtor/Creditor Relationship. Each Partner acknowledges that AMEX or one of their Affiliates intends to create a relationship of debtor and creditor with the Co-Branded Cardholder for credit transactions effected through the use of a Co-Branded Card Account. (g) Ownership of Co-Branded Card Accounts. As between AMEX and Partners, AMEX or one (1) of its Affiliates shall be the sole and exclusive owner and holder of all Accounts (and the Accounts Receivable owed thereunder) and all transaction, statement, recordkeeping or processing documents related thereto and shall have all rights, powers and privileges with respect thereto as such owner and holder, including the right to securitize or otherwise to sell, to transfer or to dispose of Accounts Receivable generated under Accounts. As between AMEX and Partners, AMEX (or the relevant Affiliate of AMEX) shall own, solely and exclusively, the Account relationship with, and extend credit to, the Co-Branded Cardholders and shall, either directly or through an Affiliate or agent, establish, maintain and service the Accounts; Partners shall not be considered a creditor or services provider with respect to any Account for any purpose whatsoever. AMEX or its Affiliate shall be responsible for all credit and fraud losses on the Accounts. AMEX or its Affiliate may cancel or suspend credit privileges of any Co-Branded Cardholder if AMEX determines such action is warranted in accordance with AMEX policies and procedures. The Parties acknowledge that, initially, the Co-Branded Cards will be issued by AMEX. Nothing in this Section or otherwise in this Agreement shall be deemed to imply in any way that Partners directly or indirectly issues Co-Branded Cards. (h) Securitization of Co-Branded Card Accounts. If a Designated Purchaser elects to purchase the Purchase Option Assets at the end of the Term as provided under Schedule 7, AMEX shall transfer the Purchase Option Assets to such Designated Purchaser free and clear of all encumbrances. AMEX shall not purport to grant any rights under this Agreement to a third party in connection with any such securitization or other financing transaction (including the right to use the Partner Marks), nor shall any third party have any recourse against the Partners or their Affiliates with respect to any such securitization or other financing transaction. AMEX may securitize or enter into other financing transactions for receivables from Charges on Co-Branded Card Accounts as of the Effective Date, and AMEX shall not be obligated to unwind such securitizations upon the transfer of the Program Assets to the Designated Purchaser. For clarity, on a prospective basis, AMEX shall not purport to securitize the Accounts or the receivables from any Charges on Co-Branded Card Accounts that would extend past the date that AMEX receives the Purchase Option Exercise Notice. Following the Effective Date, if the Parties mutually agree that the Co-Branded Card Accounts can be converted from charge cards to credit cards, then AMEX shall securitize and enter into other financing transactions only on terms and conditions that permit

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such securitization arrangements to be unwound or that allow removal or substitution of Purchase Option Assets in accordance with Schedule 7 in the event that a Designated Purchaser purchases the Purchase Option Assets pursuant to the terms of Schedule 7. Neither AMEX nor any natural or legal person who is a party to such securitization, participation or other financing transaction involving receivables or any legal or beneficial interest therein shall have the right to use the Partner Marks or otherwise refer to either AM or PLM or their Affiliates in connection with any securitization, participation, or financing in any disclosure material other than as required under Applicable Law. Section 2.06 Performance of the Parties. (a) Agreement Review Mechanism. In order to ensure that the expected returns of the Program are achieved, the Parties agree to conduct two (2) reviews during the Term to ensure that the Targets are being achieved. The Targets and the methodology for conducting the reviews are set out in Schedule 5 hereto. (b) External Circumstances. Notwithstanding the foregoing, in the event any of the following occur during either of the measurement periods, any shortfall in achievement of the Targets by any Party shall be deemed to have not occurred: (i) The coming into effect of a new Applicable Law (including the coming into effect of regulation of pricing at the point of acceptance) or a change in Applicable Law (including a change in the interpretation of an Applicable Law) which (A) either materially decreases or will be reasonably expected to materially decrease the financial benefit to AMEX of operating or managing the Co-Branded Card Account Portfolio or (B) materially constrains or will materially constrain the actions which AMEX is entitled to take in relation to the operation or management of the Co-Branded Card Account Portfolio (such as a material constraint upon AMEX’s ability to make changes to the Co-Branded Card Account benefits and features, as described in Schedule 1 and/or other elements of the Co-Brand Cardholder value proposition), or (C) materially increases or will be reasonably expected to materially increase the cost to a Partner of participating in the Program as set forth hereunder, or (D) materially decreases or will be reasonably expected to materially decrease the expected financial benefit of a Partner from participating in the Program as set forth hereunder; (ii) Economic circumstances or circumstances resulting from Applicable Law generally affecting the credit card or payments industry or the airline industry in the Territory having a material adverse impact on the Program; (iii) Force majeure event(s); or (iv) The profitability of the Co-Branded Card Account Portfolio falls below zero on or before the end of the measurement period. For the purpose of

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this clause, profitability will be determined based on all attributable AMEX issuing revenues and costs of operating the Co-Branded Card Account Portfolio, including the cost of capital associated with the portfolio receivables. (c) No Conditions for the Parties to Fail. The Parties agree to provide their support to achieving the expected results for the Program, including the fulfilment of all obligations set out in the Agreement, and in no circumstances will any Party deliberately create or contribute to conditions that inhibit the success of any other Party, or give rise to any other Party’s failure to achieve results. In the event that any of the Parties miss their Targets, the other Parties agree to support their efforts to remediate the shortfall and return to achieve the expected results. Otherwise, the shortfall shall be deemed not to have occurred and none of the Parties will be allowed to terminate. Section 2.07 Reports. Each Party will provide the other(s) with the reports and electronic data files specified in Schedule 4. Each Party agrees to use information obtained from those reports and files solely for the performance of this Agreement, including planning, research and agreed marketing initiatives which are in compliance with this Agreement. Upon the request of a Party, each other Party shall provide a certificate, signed by a legal representative, verifying the accuracy of the information contained in such reports. Section 2.08 Communication with Co-Branded Cardholders. (a) Communications by AMEX. (i) AMEX shall have the right, at its own expense, to conduct targeted marketing using Program Data to offer AMEX products and services, including Service Establishment offers, provided that such offers: (A) do not contain promotions or otherwise include a mark associated with a competitive airline or Competitor Airline Co-Branded Cards, unless the Competitor Airline Co-Branded cardholder is also a Co-Branded Cardholder; (B) do not contain promotions for Payback; and (C) do not use a Partner Mark without the consent of the applicable Partner as set forth in Section 5.01, such consent to be limited to the use of such Partner Mark. (ii) With regard to a customer whose only cardholding relationship with AMEX consists of a Co-Branded Card, AMEX agrees not to use Program Data for purposes of targeting such customers for promotion of:

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(A) any Competitor Airline Co-Branded Card or otherwise include a mark associated with a Competitor Airline Co-Branded Card; (B) the American Express® Card, The American Express® Gold Card, The Platinum Card® and AMEX Platinum Sky Plus Credit Card or any successor or comparable card to the foregoing; and (iii) When retaining a Co-Branded Cardholder, AMEX shall not promote another AMEX Card unless the Cardholder asks for a specific AMEX Card or states that the attributes or utility of the Co-Branded Card do not meet the Co-Branded Cardholder’s needs. (iv) For clarity, any such promotions described in this Section 2.08(a) delivered through Partner Channels are subject to the prior approval by either AM or PLM, as applicable, such approval not to be unreasonably withheld, conditioned or delayed. (v) With regard to promotion of Competitor Airline Co-Branded Cards through AMEX Marketing Channels AMEX shall respect the access rights of Partners described in Section 2.04(d)(vi) of this Agreement. Under no circumstances may AMEX communicate any message associated with a Competitor Airline Co-Branded Card that has a negative reference to a Partner or Co-Branded Cards or a direct comparison with a Partner or Co-Branded Cards. (vi) For clarity, except for using the Partner Database to solicit Co-Branded Cardholders as provided under Section 2.04, AMEX shall not use the Partner Database for any other acquisition purpose. (vii) Notwithstanding the foregoing, AMEX will be entitled to communicate with Co-Branded Cardholders that are also cardholders of a Competing Card or of a Competing Co-Branded Card in connection with the Cardholder Agreement. (b) Communications by Partners. (i) Partners shall have the right to communicate to Co-Branded Cardholders, including to conduct targeted marketing using Program Data to offer Partner products and services, provided that such communications: (A) do not contain promotions or otherwise include a mark associated with a Competing Co-Branded Card, unless the Competing Co-Branded Cardholder is also a Co-Branded Cardholder;

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(B) do not contain promotions or otherwise include a mark associated with a Payment Card (other than the Co-Branded Card) or an Other Payment System, unless the Co-Branded Cardholder has self-identified as being interested in receiving the promoted offer based on the Co-Branded Cardholder’s activity in the Program, and provided further that such promotions may include a mark of an Other Payment System for the sole purpose of notifying Co-Branded Cardholders of acceptable types of Payment Cards that may be used in connection with such promotion; and (C) do not use an AMEX Mark without prior consent from AMEX. (ii) For clarity, any such promotions described in Section 2.08(b) delivered through AMEX Channels are subject to the prior approval by AMEX, such approval not to be unreasonably withheld, conditioned or delayed. (iii) Such Partner shall bear the cost of creating and producing all such communications and in the event that such communications take the form of statement insert offers, such Partner shall reimburse AMEX for any actual reasonable and documented incremental cost AMEX incurs as the result of (A) including Partner statement inserts in communications to Co-Branded Cardholders (e.g., if a statement insert for an offer from Partner causes an increase in postage costs for Co-Branded Card statement mailings, Partner shall reimburse AMEX for such increased cost) or (B) mailing Partner offers to Co-Branded Cardholders who have no outstanding balances and are therefore not receiving a statement. (iv) Each Partner acknowledges that from time to time AMEX is required by law or regulation to insert notices, disclosures or other materials into Co-Branded Cardholder statements, often with limited advance notice. AMEX shall bear the expense of creating, producing and inserting such disclosures. Each Partner agrees that such legal and regulatory disclosures shall take precedence in statement insertion over any other communications to Co-Branded Cardholders to be included in Co-Branded Cardholder statements, provided that if such Partner marketing materials are displaced from a statement because of such legal and regulatory disclosures, such Partner materials shall be placed in the next statement having available space, and any mailing costs incremental to the costs that such Partner would have incurred had the originally scheduled mailing not been postponed will be paid or reimbursed by AMEX. (v) The Co-Branded Card Welcome Package (benefits information) and the Co-Branded Card billing statement (one version for all Co-Branded Cards, including paperless statements) and any solo mailings (including e-mail marketing) exclusively targeted to Co-Branded Cardholders shall contain

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Partner Marks and are subject to the Partners’ prior approval, which approval shall not be unreasonably withheld, conditioned or delayed. Other communications that do not contain Partner Marks shall not be subject to the Partners’ prior approval. Such communications may include, but are not limited to, customer service communications (e.g. credit dunning, acquisition decisions, inquiry and dispute servicing, legal notifications, policy notices), generic service updates (e.g. changes in terms of complimentary card insurance coverages) and generic AMEX Card communications not unique to the Co-Branded Card. (vi) With regard to promotion of Competing Cards through Partner Channels, each Partner shall respect the access rights of AMEX described elsewhere in this Agreement. Under no circumstances may a Partner communicate any message associated with a Competing Card that has a negative reference to AMEX or Co-Branded Cards or a direct comparison with AMEX or the Co-Branded Cards. Section 2.09 Protective Actions. (a) Process. If a Party believes that a Protective Action Event has occurred, then such Party shall notify the PMC and the PMC shall, within thirty (30) days of such notice, determine whether a Protective Action Event has occurred. If the PMC determines that a Protective Action Event has occurred, then within such 30-day period, the Party responsible for the Protective Action Event shall use best efforts to cure the circumstance giving rise to the Protective Action Event to the reasonable satisfaction of the PMC. (b) AM Protective Action Event Remedy. Following the occurrence of any of the AM Protective Action Events listed in Schedule 12 that are not cured within the 30-day period provided under Section 2.09(a), AMEX shall have the right to suspend payment of any amounts payable to AM under Schedule 2(a) in an amount equal to the Participation on Billed Business with regard to the Co-Branded Cards payable by AMEX to PLM until such AM Protective Action Event is cured. Such credit shall accrue from the period beginning upon the determination by the PMC that an AM Protective Action Event has occurred and shall end on that day on which AM has cured any and all AM Protective Action Events in a manner reasonably satisfactory to the PMC. For clarity, AMEX shall not suspend payment of the Participation on Billed Business to PLM under this Section 2.09(b). The right of AMEX described in this paragraph is in addition to any and all remedies available to AMEX under this Agreement (except the remedy described in Section 4.01(e)) or under Applicable Law. (c) PLM Protective Action Event Remedy. Following the occurrence of any of the PLM Protective Action Events listed in Schedule 12 that are not cured within the 30-day period provided under Section 2.09(a), AMEX shall have the right to suspend the payment of the Participation on Billed Business with regard to the Co-Branded Cards until such Protective Action Event is cured, as is further

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provided below. If AMEX exercises this right, no payment of the Participation on Billed Business shall be payable with regard to any charges on the Co-Branded Cards that are incurred during the period that begins upon the determination by the PMC that a PLM Protective Action Event has occurred and that ends on that day on which Partner has cured any and all PLM Protective Action Events in a manner reasonably satisfactory to the PMC. The right of AMEX described in this paragraph is in addition to any and all remedies available to AMEX under this Agreement (except the remedy described in Section 4.01(e)) or under Applicable Law.

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(f) An express waiver of any right or remedy hereunder shall not constitute an amendment or waiver of any provision of this Agreement. Any formal or informal waiver or forbearance in the exercise of rights and remedies shall not constitute or be deemed to be an agreement to waive any future or other rights or remedies or create any course of dealing between the Parties. Section 2.10 Ownership and Use of Information. (a) Cardholder Data. AMEX shall be the sole and exclusive owner of all Cardholder Data, unless the Partners exercise a Purchase Option as provided under Schedule 7. AMEX shall only use Cardholder Data as expressly permitted under this Agreement, including Section 2.08(a). During the Term, AMEX shall not sell, lease, transfer or otherwise dispose of its ownership interest in the Cardholder Data to any third party, except in connection with any permitted sale, lease, transfer or other disposition permitted hereunder, as required pursuant to Schedule 7, or as necessary to fulfill its obligations hereunder. AMEX and the Partners may use the Cardholder Data for limited marketing purposes outside of the Program, provided that: (i) marketing using Cardholder Data for the Program shall take precedence over marketing for purposes outside of the Program in all material respects; (ii) as to AMEX, AMEX shall only use Cardholder Data to cross-market the AMEX products and services as provided under Section 2.08(a); and (iii) as to the Partners, the Partners shall only use Cardholder Data to cross-market the Partner products and services as provided under Section 2.08(b). The Parties shall ensure, through the Program Management Committee, that any such marketing does not result in a material adverse effect on the Program. For clarity, any Party’s use of Cardholder Data to create statistical models that use aggregated data from the Program and other programs to predict behaviors for use in (i) making application decisions or (ii) assessing customers with certain purchase behaviors shall not be deemed a use of Cardholder Data for marketing outside of the Program. (b) Partner Data. The Partners shall be the sole and exclusive owners of the Partner Data. Nothing herein shall preclude or otherwise limit the Partners from disclosing or using Partner Data in any manner so long as the data elements of Partner Data are not sourced from Cardholder Data, and such disclosure or use shall not give rise to liability of the Partners under this Agreement. The Partners shall provide AMEX with access to the Partner Data solely to allow AMEX to solicit consumers to become Cardholders as provided under Section 2.04(d), or as otherwise agreed in writing by the Partners. (c) Co-extensive Information. The Parties acknowledge that the same or similar information may be contained in the Cardholder Data and the Partner Data, and that each such pool of data will therefore be considered separate information subject to the specific provisions applicable to that data hereunder. By way of example: (i) if a Co-Branded Cardholder makes a purchase, the Partners may use and disclose the Partner Data relating to that purchase for all purposes permitted with respect to Partner Data, notwithstanding that such information may also

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constitute Cardholder Data; and (ii) if a Co-Branded Cardholder makes a purchase, AMEX may use and disclose the Cardholder Data relating to that purchase for all purposes permitted with respect to Cardholder Data, notwithstanding that such information may also constitute Partner Data. Section 2.11 Training, Notification and Written Instructions Regarding Applicable Law. AMEX shall provide on-going training, notification and written instructions to the Partners with respect to the Partners’ obligations under this Agreement as AMEX deems necessary to comply with Applicable Law relating to the Program, including any action to be taken, or not taken, pursuant to the Program with respect to compliance with Applicable Law relating to the Program. ARTICLE III COMPENSATION Section 3.01 Program Compensation. (a) In consideration of the obligations and services rendered by each Partner in connection with the performance of its obligations under this Agreement, AMEX will pay to such Partner the compensation set forth in Schedule 2 hereto and such compensation shall be payable in a lump sum equivalent to the manner specified therein calculated, as applicable, from September 23, 2016 through the Effective Date, and following the Effective Date, in the manner specified in Schedule 2. (b) Within the constraints imposed by Applicable Law, AMEX will provide the Partners with all written documentation that the Partners shall reasonably request relating to the determination and calculation of such compensation amounts. Any information request relating to specific and identifiable Co-Branded Cardholder Account information shall be subject to the foregoing, reasonable AMEX privacy policy, and to the specific Co-Branded Cardholder. (c) Unless set forth otherwise in Schedule 2, all payments from AMEX to Partners shall be made on a monthly basis, in arrears, within sixty (60) days of receipt of an invoice from Partners requesting AMEX’s payment. (d) Except as expressly set forth in this Agreement or as otherwise agreed in writing, each Party shall bear all of its costs and expenses arising from the performance of its obligations under this Agreement. ARTICLE IV EVENTS OF DEFAULT AND TERMINATION Section 4.01 Events of Default. (a) Partner Events of Default: Each of the following shall constitute a “Partner Event of Default”:

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(i) Any breach by any Partner of a material obligation of such Partner set forth in this Agreement. (ii) Any Partner Protective Action Event listed in Schedule 12. (iii) a Transfer of Loyalty Program Assets, as well the termination or substitution of the Loyalty Program without prior approval from AMEX as required under Section 2.02(j)(x). (iv) If Partner shall: (A) Admit in writing an inability to pay its debts as they become due, or generally fail to pay its debts as they become due; or (B) Cease to carry on business, or suspend all or substantially all of its operations for more than ten (10) consecutive days, unless such cessation or suspension is due to a force majeure event as provided under Section 9.01 or a Disaster for which the applicable Partner has implemented its Disaster Recovery Plan as provided under Section 7.04. (C) Consent to or suffer the appointment of a custodian, receiver, administrator or trustee for all or a major part of its property; or (D) Make any composition, arrangement or assignment for the benefit of creditors; or (E) Commence any proceeding or file any petition seeking relief under any applicable bankruptcy, insolvency, liquidation or other similar law, including the Ley de Concursos Mercantiles (collectively, “Applicable Bankruptcy Law”); or (F) Have commenced against it an involuntary case under any Applicable Bankruptcy Law, which case is not dismissed within ninety (90) days from the date of commencement; or (G) Consent to the entry of an order for relief under any Applicable Bankruptcy Law; or (H) Become insolvent, enter into liquidation, whether voluntary or involuntary, or pass a resolution for its winding up; or (I) Consent to the entry of a court order under any law ordering the winding up or liquidation of its affairs, or suffer the entry of such an order, which order, if not consented to, shall not be vacated, denied, set aside, or stayed within ninety (90) days from the date of entry; or (J) Suffer the issuance by any court of a writ, warrant of attachment or similar process against all or substantially all of its property which is not stayed or is not

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released within ninety (90) days after entry or levy thereof or after any stay is vacated or set aside. (v) If AM (i) owns, operates, sponsors or in any other way is affiliated with an airline loyalty program different from the Loyalty Program or (ii) does not have agreements in place with PLM that would enable each of the Partners to comply with its obligations under this Agreement. (b) AMEX Events of Default: Each of the following shall constitute an “AMEX Event of Default” (and together with Partner Event of Default, an “Event of Default”): (i) Any breach by AMEX of a material obligation of AMEX set forth in this Agreement. (ii) Any AMEX Protective Action Event listed in Schedule 12. (iii) If AMEX shall: (A) Admit in writing an inability to pay its debts as they become due, or generally fail to pay its debts as they become due; or (B) Cease to carry on business, or suspend all or substantially all of its operations for more than ten (10) consecutive days, unless such cessation or suspension is due to a force majeure event as provided under Section 9.01 or a Disaster for which AMEX has implemented its Disaster Recovery Plan as provided under Section 7.04. (C) Consent to or suffer the appointment of a custodian, receiver, administrator or trustee for all or a major part of its property; or (D) Make any composition, arrangement or assignment for the benefit of creditors; or (E) Commence any proceeding or file any petition seeking relief under any applicable bankruptcy, insolvency, liquidation or other similar law, including under any Applicable Bankruptcy Law; or (F) Have commenced against it an involuntary case under any Applicable Bankruptcy Law, which case is not dismissed within ninety (90) days from the date of commencement; or (G) Consent to the entry of an order for relief under any Applicable Bankruptcy Law; or (H) Become insolvent, enter into liquidation, whether voluntary or involuntary, or pass a resolution for its winding up; or

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(I) Consent to the entry of a court order under any law ordering the winding up or liquidation of its affairs, or suffer the entry of such an order, which order, if not consented to, shall not be vacated, denied, set aside, or stayed within ninety (90) days from the date of entry; or (J) Suffer the issuance by any court of a writ, warrant of attachment or similar process against all or substantially all of its property which is not stayed or is not released within ninety (90) days after entry or levy thereof or after any stay is vacated or set aside. (c) Upon the occurrence of an Event of Default, the defaulting Party shall have until the Cure Deadline to cure such breach (provided such breach is capable of cure). (d) Notwithstanding anything to the contrary herein, upon the occurrence of an Event of Default, payments due to the defaulting Party by the non-defaulting Party shall be deferred and shall not be deemed to be due until the defaulting Party has cured the Event of Default in a manner reasonably satisfactory to the non-defaulting Party or as otherwise provided under this Agreement. Section 4.02 Term/Termination. (a) This Agreement shall be effective as of the Effective Date and shall continue in effect for a period of ten (10) years counted from the Effective Date (the “Initial Term”). Upon expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year periods (each a “Renewal Term”), unless either Party provides the other Party with at least nine (9) months’ written notice (the “Notice Period”) of its intent not to renew the Agreement prior to the end of the Initial Term or any Renewal Term, as the case may be. The Initial Term and

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each Renewal Term, if applicable, shall be collectively referred to herein as the “Term.” (b) Upon the occurrence of: (i) A Partner Event of Default, by either Partner, which is not cured by the Cure Deadline, AMEX may terminate this Agreement by giving the Partners ten (10) Business Days’ prior written notice, unless such Partner Event of Default is not capable of cure, in which case AMEX may terminate this Agreement immediately upon written notice. (ii) An AMEX Event of Default which is not cured by the Cure Deadline, the Partners, acting jointly, may terminate this Agreement by giving AMEX ten (10) Business Days’ prior written notice, unless such AMEX Event of Default is not capable of cure, in which case Partners may terminate this Agreement immediately upon written notice. (c) In the event that Loyalty Points or Loyalty Program rewards are taxed in a manner that materially and adversely affects the Parties or the earning of Loyalty Points or Loyalty Program rewards otherwise results in a tax that materially and adversely affects the Program, then the Parties shall meet within ten (10) Business Days of the implementation of such tax structure to discuss the situation and the impact of such tax consequences on this Agreement; the Parties shall work together in good faith to mutually agree on how to mitigate such tax consequences and continue the arrangements contemplated by this Agreement. If, within sixty (60) days from the first meeting referred to in the immediately preceding sentence, the Parties are unable to agree to an acceptable resolution to mitigate the tax consequences, each Party shall have the right to terminate this Agreement upon at least sixty (60) days’ prior written notice to the other Parties. (d) In the event that the Card Acceptance Agreement terminates, then any Party may terminate this Agreement with immediate effect upon written notice. (e) Upon any termination of this Agreement (i) as a result of a Partner Event of Default; or (ii) in the event the Partners, acting jointly, terminate this Agreement without cause, including as a result of the termination of the Card Acceptance Agreement by AMEX for convenience, Partners shall refund to AMEX a pro rata portion of the signing bonus described in Schedule 2, taking into account the number of months remaining in the Initial Term compared to the total number of months in the Initial Term. (f) If a Disaster affecting a Party under Section 7.04 continues uncured for more than thirty (30) days, then the other Party (in the case of the Partners, acting jointly) may terminate this Agreement with immediate effect. Section 4.03 Effect of Agreement Expiration or Termination. The Partners shall have the option to evaluate whether to purchase or arrange for a third party to purchase all of the

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Accounts acquired through Partner Channels during the Term, as provided in Schedule 7 hereunder (the “Purchase Option”). Section 4.04 Cooperation. During any period after which notice of termination has been given by a Party and prior to the termination of the Program, except as otherwise provided herein, each Party hereto shall continue to fulfill its respective obligations hereunder, unless otherwise prohibited by law, provided, however, that the Parties shall not be required to continue proactive acquisition and Loyalty Program marketing of the Co-Branded Cards. Section 4.05 Cooperation During Wind-Down Period. (a) If the Partners do not elect to exercise the Purchase Option or if the Partners cannot elect to exercise the Purchase Option as provided under Schedule 7: (i) Previously issued Co-Branded Cards shall remain valid for new charges during the Wind-Down Period and shall continue to earn Loyalty Points, including Bonus Loyalty Points, for all spending except in the event Partner terminates this Agreement under Section 4.01(b) hereof due to AMEX having breached this Agreement by having failed to make payments hereunder. During the Wind-Down Period, AMEX shall within one hundred twenty (120) days after termination notify all Co-Branded Cardholders, at AMEX’s expense, that their charge privileges on the Co-Branded Card will be terminated as of the renewal date of their Co-Branded Card (which shall no later than the end of the Wind-Down Period). During the Wind-Down Period, the Parties shall not actively promote or advertise the Co-Branded Card and no new Co-Branded Card Accounts shall be approved. For the avoidance of doubt, Co-Branded Cardholders shall continue to receive billing statements and to be serviced by the AMEX and the Partners’ customer service units. (ii) Subject to Section 2.05(h), AMEX shall own (and may sell at any time) all receivables incurred up to the date charge privileges are suspended. (iii) During the Wind-Down Period, AMEX shall have the right to substitute for Co-Branded Cards, or to market to Co-Branded Cardholders, proprietary AMEX Cards. To expedite the orderly wind-down of the Co-Branded Card Program, AMEX will substitute such cards as early as possible following the effective date of termination. (iv) During the first sixty (60) days of the Wind-Down Period, the Partners shall not market a Competing Card (including a Competing Co-Branded Card) to the Co-Branded Cardholders. The Partners may promote Competing Cards to the Co-Branded Cardholders during the following three hundred and five (305) days of the Wind-Down Period. (v) During the Wind-Down Period, (i) the Parties shall not change the benefits and features of the Co-Branded Card in effect immediately prior to expiration or the effective date of termination of this Agreement; and

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(ii) AMEX shall continue to make payments to the Partners on the same basis and with the same frequency as required immediately prior to expiration or the effective date of termination of this Agreement. ARTICLE V INTELLECTUAL PROPERTY Section 5.01 License Grant. (a) Each of AM and PLM hereby grants to AMEX and AMEX’s Affiliates a royalty-free, non-transferable, non-sub-licensable (except as set forth herein), non-exclusive license during the Term and through the later of (i) the date of the payment of the Purchase Price and transfer of the Purchase Option Assets pursuant to the exercise of any Purchase Option and (ii) the end of any Wind-Down Period, to use the Partner Marks in the Territory to offer and administer the Program in accordance with this Agreement, including using Partner Marks on solicitation materials and on Co-Branded Cards in connection with maintaining, servicing and administering the Program, including servicing Co-Branded Cardholders (collectively, the “AMEX Field of Use”). AMEX shall obtain the applicable Partner’s prior approval in writing or by email (email reception to be acknowledged by the Partner addressee) of each use by AMEX of any Partner Mark; provided, that once such approval is received, and in the absence of any material alteration thereto by AMEX with respect to the use or placement of the Partner Marks, no further review or approval will be required for the continued use by AMEX (including for example, for re-printing and re-distribution) of such previously approved item; provided, further, that AMEX will not be required to submit for prior approval by Partner any Co-Branded Cardholder correspondence or communication that refers to AM and/or PLM in the nominative sense and relates solely to the maintenance, servicing or administration of the Program or the collection of Accounts (but, for the avoidance of doubt, AMEX shall continue to submit for approval in writing or by email (email reception to be acknowledged by the Partner addressee) any use of Partner Marks in Program-related correspondence that are made for the purposes of advertising or solicitation). AMEX shall not use the Partner Marks in connection with collection activities without prior approval in writing or by email (email reception to be acknowledged by the Partner addressee) from the Partners. All AM Marks and PLM Marks are the exclusive property of AM and PLM, respectively. To the extent AMEX delegates any of its rights or obligations hereunder to any Affiliate or any vendor, third-party service provider or agent in accordance with the terms and conditions of this Agreement or to the extent that AMEX requires the services of any Affiliate, vendor, third-party service provider or agent in connection with AMEX’s participation in the Program in accordance with the terms and conditions of this Agreement, AMEX will have the right to sublicense its rights in the Partner Marks hereunder to such Affiliate, vendor, third-party service provider or agent with prior approval in writing or by email (email reception to be acknowledged by the Partner addressee) from the Partner

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and on condition that such Affiliate, vendor, third-party service provider or agent agrees to comply with all of the terms and conditions of the use of the Partner Marks hereunder and AMEX shall remain liable for such person’s failure to so comply. (b) AMEX hereby grants to each of AM and PLM and their Affiliates a royalty-free, non-transferable, non-sub-licensable (except as set forth herein), non-exclusive license during the Term and through the later of (i) the date of the payment of the Purchase Price and transfer of the Purchase Option Assets pursuant to the exercise of any Purchase Option and (ii) the end of any Wind-Down Period, to use the AMEX Marks in the Territory in connection with the Partners’ obligations under this Agreement. The Partners shall obtain AMEX’s prior approval in writing or by email (email reception to be acknowledged by the AMEX addressee) of each use by the Partners of any AMEX Mark; provided, that once such approval is received, and in the absence of any material alteration thereto by the Partners with respect to the use or placement of the AMEX Marks, no further review or approval will be required for the continued use by the Partners (including for example, for re-printing and re-distribution) of such previously approved item. All AMEX Marks are the exclusive property of AMEX. To the extent the Partners delegate any of their rights or obligations hereunder to any Affiliate or any vendor, third-party service provider or agent in accordance with the terms and conditions of this Agreement or to the extent that the Partners require the services of any Affiliate, vendor, third-party service provider or agent in connection with such Partner’s participation in the Program in accordance with the terms and conditions of this Agreement, such Partner will have the right to sublicense its rights in the AMEX Marks hereunder to such Affiliate, vendor, third-party service provider or agent with prior approval in writing or by email from AMEX (email reception to be acknowledged by the AMEX addressee) and on condition that such Affiliate, vendor, third-party service provider or agent agrees to comply with all of the terms and conditions of the use of the AMEX Marks hereunder and such Partner shall remain liable for such person’s failure to so comply. (c) Without limiting each Licensor’s pre-approval rights as stated in Sections 5.01(a) and (b), each Licensee, in connection with its use of the Licensor’s Marks, shall comply with any reasonable rules provided by the Licensor governing the manner of usage of the Licensor’s Marks. (d) Each Licensee shall use commercially reasonable efforts to ensure that each use by it of any of the Licensor’s Marks does not injure or diminish the goodwill associated with such Licensor’s Marks. The goodwill associated with the Licensor’s Marks will inure solely to the benefit of the Licensor. (e) Each of the Parties shall have the right to add, replace or delete Marks on the relevant Schedule upon notice to the other Parties, provided that (i) such Party may not replace or delete any Marks so long as such Mark is being used by the other Parties in connection with the promotion or sale of goods and services and (ii) such Party may not add any Mark that the other Parties determine, in their

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reasonable discretion, to be confusingly similar to or a colorable imitation of a Mark of the other Parties or any of its Affiliates. Each Party will have the right to amend its Marks guidelines or rules upon written notice to the other Parties. Upon any such addition, replacement of deletion of Marks or amendment of any Marks guidelines or rules, the other Parties shall (at their own expense) conform their use of the Marks hereunder to such amended Schedule or guidelines (x) as soon as commercially practicable with respect to materials not yet produced and (y) with respect to materials previously produced, at the earliest date on which such materials normally would be re-printed, re-fabricated, updated, modified or altered in the ordinary course of business. If any Party, after the amending of the relevant Schedule or its Marks guidelines, requests that conforming modifications be made by the other Parties to material previously produced by or for such Party before the date described in clause (y), and making such modifications would result in additional out-of-pocket cost to the other Party, the affected Party shall notify the other Parties in writing of such anticipated costs and shall not be required to implement the modifications unless such Party agrees to reimburse the affected Party for such costs. Section 5.02 Termination; Infringement. (a) Upon the termination of the licenses granted in Sections 5.01(a) or (b), all rights in the Licensor’s Marks granted thereunder shall revert to the Licensor, and the Licensee shall discontinue immediately all use of the Licensor’s Marks, and any confusingly similar or colorable imitation thereof. Notwithstanding anything herein to the contrary, after termination of the license granted in Sections 5.01(a) or (b), nothing herein will preclude the Licensee from using the Licensor’s Marks to the extent necessary in connection with any securities filing requirements, communication with any legal or regulatory authority or otherwise as required by Applicable Law. (b) Each Party acknowledges that (i) each Licensor shall retain exclusive ownership of such Licensor’s Marks, as applicable, all rights therein, and the goodwill associated therewith; (ii) the Licensee shall neither contest nor take any other action that shall adversely affect the Licensor’s exclusive ownership of the Licensor’s Marks or the goodwill associated therewith; and (iii) any goodwill arising from use of the Licensor’s Marks shall inure to the benefit of the Licensor. (c) Each Party shall use reasonable efforts to notify the other Party in writing, promptly upon acquiring knowledge of any infringing use of a Licensor’s Marks by any third party. If any of the Licensor’s Marks is infringed, such Licensor has the sole right (but not the obligation) to prosecute the same, and the Licensee shall reasonably cooperate with and assist in such prosecution at the Licensor’s expense.

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Section 5.03 Program Intellectual Property. (a) Each Party shall be the sole owner of all right, title and interest in and to all such Intellectual Property owned by it immediately preceding the Effective Date and any Intellectual Property acquired or developed by such Party independently of this Agreement after the Effective Date (“Unconnected Intellectual Property”). Furthermore, no Party shall attempt to register any Intellectual Property containing another’s Intellectual Property. (b) As between the Parties, each Party, respectively, will be the sole and exclusive owner of all right, title and interest in and to all Intellectual Property acquired from a third party or developed by such Party in connection with such Party’s exercise of its rights or fulfillment of its obligations hereunder. The foregoing notwithstanding, (i) the Partners will be the sole and exclusive owners of any card design used on the Co-Branded Card plastics, all Partner onserts, and all promotional materials in Partner Channels related to goods and services (in each case, excluding any of AMEX’s Unconnected Intellectual Property) (collectively, the “Partner Materials”), (ii) AMEX will be the sole and exclusive owner of all Account documentation, disclosure templates, disclosures relating to the Program required under Applicable Law, promotional materials related to the Program in AMEX Channels (in each case, excluding any of AM’s and PLM’s Unconnected Intellectual Property) (collectively, the “AMEX Materials”), and (iii) each Party hereby grants to the other Party (and to each Party’s respective Affiliates) a royalty-free, non-transferable, non-sublicensable, non-exclusive license during the Term and any Wind-Down Period to use any Intellectual Property rights in the foregoing materials described in clauses (i) and (ii) provided by Licensor to Licensee in the Territory solely, in the case of AMEX and its Affiliates, in the AMEX Field of Use, and in the case of the Partners, in connection with the Program and as reasonably necessary to exercise its rights and fulfill its obligations hereunder. (c) The Parties do not intend to develop any jointly-owned Intellectual Property, and the Parties shall not develop any Intellectual Property that will be deemed jointly-owned unless they have agreed, in advance and in writing, that such Intellectual Property will be jointly-owned. Section 5.04 Cooperation. Each Party hereto agrees, at the expense of the requesting Party, to execute such further documents, and to perform such other reasonable acts, necessary to evidence or perfect the rights of the requesting Party as described in this Article V. Section 5.05 No Third Party Marks. No third party name or logo shall appear on the face of any Co-Branded Card unless previously approved by each of the Parties in writing.

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ARTICLE VI CONFIDENTIALITY AND DATA PROTECTION Section 6.01 Confidential Information. Confidential Information shall not include information that is: (a) in or becomes part of the public domain other than by disclosure by a Party in violation of this Agreement; (b) demonstrably known to a Party previously, without a duty of confidentiality; (c) independently developed by a Party outside of this Agreement; or (d) rightfully obtained by a Party from third parties without a duty of confidentiality. Section 6.02 Use of Confidential Information. During the continuance of this Agreement or at any time after its termination or expiry for any reason, each of the Parties shall keep secret and confidential all Confidential Information, the terms of this Agreement, all and every part of the information regarding the other Party(ies), its business and affairs obtained or disclosed during the course of the negotiation and implementation of this Agreement including Co-Branded Cardholder names and addresses. Confidential Information shall be used solely in the performance of obligations pursuant to this Agreement and in compliance with Applicable Law. Each Party shall receive the Confidential Information of the other in confidence and shall not disclose such Confidential Information to any third party, or to any Affiliate that engages in a competing business with any other Party, except (i) as may be necessary to perform the receiving Party’s obligations under this Agreement, (ii) as may be agreed upon in writing by any other Party hereto, or (iii) as otherwise required by Applicable Law. Each Party shall ensure that its officers, employees, agents and representatives take such action as shall be necessary or advisable to preserve and protect the confidentiality of the Confidential Information of the other Party. Section 6.03 Legally Required Disclosures. Except as may be required by Applicable Law in connection with tax audit and compliance matters, without the prior written consent of the other Parties, no Party shall disclose any material provision of this Agreement to any third party, other than such Party’s accountants, Affiliates, attorneys, appropriate regulatory agencies and other representatives on a need to know basis, so long as such representatives are also bound by the provisions of this Article VI, to carry out the terms of this Agreement. If disclosure is required by Applicable Law as provided in the first sentence of this Section 6.03 then the Parties will attempt to have the terms of this Agreement kept under seal or similar confidential arrangement.

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Section 6.04 Return/Destruction of Information. Each Party shall return the Confidential Information of the other Parties, or destroy it, upon the termination of this Agreement, subject to Applicable Law requiring its retention, and shall certify to the other Parties in writing within ten (10) days of such destruction that such information has been destroyed. Section 6.05 Data Protection measures. Each Party, acting as data controller, shall comply in all respects with any applicable data protection and privacy laws in any relevant jurisdiction, including maintaining any regulatory registrations where required and process personal data or sensitive personal data (hereafter “Data”) only where necessary or required in accordance with the purposes of this Agreement. Each Party shall hold the Data in the strictest confidence and will not disclose or allow the disclosure of any part of the Data save as otherwise expressly permitted in this Agreement to any third party without the relevant Party’s prior written consent which may be withheld or given on such terms and conditions as such relevant Party may consider appropriate. Where a Party subcontracts processing to third parties, the contracting Party shall ensure such subcontractor adheres to all of the data protection terms of this Section 6.05. Each Party shall restrict access to the Data to such employees or other persons who strictly require access to fulfil their legitimate job functions, and shall impose upon such employees or other persons obligations of confidentiality equivalent to those contained in this Agreement and shall be responsible for ensuring that all such employees or other persons comply with these obligations. Each Party, acting as data controller, shall take appropriate technical and organizational measures to safeguard the Data from unauthorized or unlawful processing or accidental loss, destruction or damage and warrants to the other Parties that it has implemented technical and organizational measures to prevent unauthorized or unlawful processing or accidental loss or destruction of the Data. To the extent permitted by Applicable Law, in the event that a Party and/or its subcontractor has knowledge of a data breach incident relating to Data processed under this Agreement, the Party and its subcontractor shall notify the other contracting Parties as soon as reasonably practicable. In addition, the Parties agree to comply with the Information Protection Contract Requirements included in Schedule 6. Section 6.06 Press Releases. Each of the Partners and AMEX agrees that it will not issue any press release or publicly release any other information relating to the Program (including its existence), except with the prior written consent of each of the other Parties, which consent shall not be unreasonably withheld.

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ARTICLE VII REPRESENTATIONS AND WARRANTIES Section 7.01 Representations and Warranties of AMEX. AMEX hereby represents and warrants as follows: (a) Organization. AMEX is a corporation duly organized, validly existing and in good standing under the laws of Mexico. (b) Capacity; Authority; Validity. AMEX has all necessary corporate power and authority to enter into this Agreement and perform all of the obligations to be performed by it under this Agreement. This Agreement and the completion by AMEX of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and this Agreement has been duly executed and delivered by AMEX and constitutes the valid and binding obligation of AMEX and is enforceable in accordance with its terms. (c) Conflicts; Defaults. Neither the execution and delivery of this Agreement by AMEX nor the completion of the transactions contemplated herein nor the performance of its obligations hereunder by AMEX will (i) conflict with, result in the breach of, constitute a default under, or accelerate the performance required by, the terms of any contract, instrument or commitment to which AMEX is a party or by which AMEX is bound, (ii) violate the certificate of incorporation or bylaws, or any other equivalent organizational document of AMEX, (iii) require any consent or approval under any judgment, order, writ, decree, permit or license, to which AMEX is a party or by which it is bound, or (iv) require the consent or approval of any other party to any contract, instrument or commitment to which AMEX is a party or by which it is bound. AMEX is not subject to any agreement with any regulatory authority that would prevent its completion of the transactions contemplated by this Agreement. (d) No Consents, Etc. No consent of any person (including, without limitation, any stockholder or creditor of AMEX) and no consent, license, permit or approval or authorization or exemption by notice of or report to, or registration, filing or declaration with, any governmental authority is required in connection with the execution or delivery of this Agreement by AMEX, the validity of this Agreement with respect to AMEX, the enforceability of this Agreement against AMEX, the completion by AMEX of the transactions contemplated hereby, or the performance by AMEX of its obligations hereunder. (e) Compliance with Laws. All Marketing Materials and other documents prepared by AMEX to be mailed or supplied to the general public, customers, Applicants and Co-Branded Cardholders in connection with the Program will comply in all material respects with Applicable Law. All aspects of the operation of the Program involving the duties of AMEX will comply in all material respects with

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Applicable Law. AMEX shall be solely responsible for obtaining all necessary consents and approvals from AMEX customers to enable it to carry out its obligations under this Agreement, in particular but not limited to requirements under Applicable Law, including personal data privacy laws and regulations provided that Partner acknowledges that AMEX customers are entitled to impose limitations on the use of data. (f) Intellectual Property Rights. AMEX is the owner or licensee of the AMEX Marks and any AMEX New Intellectual Property created hereunder, as the case may be, and has the authority to grant the rights to use such Marks or New Intellectual Property to Partners pursuant to Section 5.01 hereof. The use by Partners of the AMEX Marks and the AMEX New Intellectual Property during the Term of this Agreement, as set forth herein, and the structure and operation of the Program and any Marketing Materials created by or on behalf of AMEX will not infringe the personal, contractual or proprietary rights of any third party, including copyright, trademark, trade name, service mark, patent, trade secret or right of privacy. AMEX shall use the Partner Marks and the AM New Marks and PLM New Marks in strict conformity with this Agreement. (g) Litigation. There is no claim, litigation, proceeding, arbitration, investigation or material controversy pending before any governmental agency to which AMEX is a party and by which it is bound, which adversely and materially affects any of its assets or the ability of AMEX to complete the transactions contemplated hereby and, to AMEX’s knowledge and information, no such claim, litigation, proceeding, arbitration, investigation or controversy has been threatened or is contemplated and to AMEX’s knowledge no facts exist, which would provide a basis for any such claim, litigation, proceeding, arbitration, investigation or controversy. Section 7.02 Representations and Warranties of AM. AM hereby represents and warrants as follows: (a) Organization. AM is a corporation duly organized, validly existing and in good standing under the laws of Mexico. (b) Capacity; Authority; Validity. AM has all necessary power and authority to enter into this Agreement and to perform all of the obligations to be performed by it under this Agreement. This Agreement and the completion by AM of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of AM, and this Agreement has been duly executed and delivered by AM, constitutes the valid and binding obligation of AM and is enforceable in accordance with its terms. (c) Conflicts; Defaults. Neither the execution and delivery of this Agreement by AM nor the completion of the transactions contemplated herein nor the performance of its obligations hereunder by AM will (i) conflict with, result in the breach of,

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constitute a default under, or accelerate the performance provided by the terms of any contract, instrument or commitment to which AM is a party or by which it is bound, (ii) violate the organization certificate or bylaws, or any other equivalent organizational document of AM, (iii) require any consent or approval under any judgment, order, writ, decree, permit or license, to which AM is a party or by which it is bound, or (iv) require the consent or approval of any other party to any contract, instrument or commitment to which AM is a party or by which it is bound. AM is not subject to any agreement with any regulatory authority which would prevent the completion by AM of the transactions contemplated by this Agreement. (d) No Consents, Etc. No consent of any person (including, without limitation, any stockholder or creditor of AM) and no consent, license, permit or approval or authorization or exemption by notice of or report to, or registration, filing or declaration with, any governmental authority is required in connection with the execution or delivery of this Agreement by AM, the validity of this Agreement with respect to AM, the enforceability of this Agreement against AM, the completion by AM of the transactions contemplated hereby, or the performance by AM of its obligations thereunder. (e) Compliance with Laws. All Marketing Materials or other documents prepared by AM to be mailed or supplied to the general public, customers, Applicants and Co-Branded Cardholders in connection with the Program will comply in all material respects with Applicable Law with respect to products sold and services offered by AM, its Subsidiaries and its Affiliates. All aspects of the Program involving the duties of AM will comply in all material respects with Applicable Law. AM shall be solely responsible for obtaining all necessary consents and approvals from AM customers to enable it to carry out its obligations under this Agreement, in particular but not limited to requirements under Applicable Law, including personal data privacy laws and regulations provided that AMEX acknowledges that AM customers are entitled to impose limitations on the use of data. (f) Intellectual Property Rights. AM is the owner or licensee of the AM Marks and any AM New Marks created hereunder and has the authority to grant the rights to use such AM Marks or AM New Marks to AMEX pursuant to Section 5.01 hereof. The use by the other Parties of the AM Marks and the AM New Marks during the Term of this Agreement, as set forth herein, and the structure and operation of the Program and any Marketing Materials created by or on behalf of AM will not infringe the personal, contractual or proprietary rights of any third party, including copyright, trademark, trade name, service mark, patent, trade secret or right of privacy. AM shall use the AMEX Marks and the AMEX New Intellectual Property and the PLM Marks and the PLM New Intellectual Property in strict conformity with this Agreement. (g) Litigation. There is no claim, litigation, proceeding, arbitration, investigation or material controversy pending before any governmental agency to which AM is a

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party and by which it is bound, which adversely and materially affects any of its assets or the ability of AM to complete the transactions contemplated hereby and, to AM knowledge and information, no such claim, litigation, proceeding, arbitration, investigation or controversy has been threatened or is contemplated and to AM’s knowledge, no facts exist which would provide a basis for any such claim, litigation, proceeding, arbitration, investigation or controversy. Section 7.03 Representations and Warranties of PLM. PLM hereby represents and warrants as follows: (a) Organization. PLM is a corporation duly organized, validly existing and in good standing under the laws of Mexico. (b) Capacity; Authority; Validity. PLM has all necessary power and authority to enter into this Agreement and to perform all of the obligations to be performed by it under this Agreement. This Agreement and the completion by PLM of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of PLM, and this Agreement has been duly executed and delivered by PLM and constitutes the valid and binding obligation of PLM and is enforceable in accordance with its terms. (c) Conflicts; Defaults. Neither the execution and delivery of this Agreement by PLM nor the completion of the transactions contemplated herein nor the performance of its obligations hereunder by PLM will (i) conflict with, result in the breach of, constitute a default under, or accelerate the performance provided by the terms of any contract, instrument or commitment to which PLM is a party or by which it is bound, (ii) violate the organization certificate or bylaws, or any other equivalent organizational document of PLM, (iii) require any consent or approval under any judgment, order, writ, decree, permit or license, to which PLM is a party or by which it is bound, or (iv) require the consent or approval of any other party to any contract, instrument or commitment to which PLM is a party or by which it is bound. PLM is not subject to any agreement with any regulatory authority which would prevent the completion by PLM of the transactions contemplated by this Agreement. (d) No Consents, Etc. No consent of any person (including, without limitation, any stockholder or creditor of PLM) and no consent, license, permit or approval or authorization or exemption by notice of or report to, or registration, filing or declaration with, any governmental authority is required in connection with the execution or delivery of this Agreement by PLM, the validity of this Agreement with respect to PLM, the enforceability of this Agreement against PLM, the completion by PLM of the transactions contemplated hereby, or the performance by PLM of its obligations thereunder. (e) Compliance with Laws. All Marketing Materials or other documents prepared by PLM to be mailed or supplied to the general public, customers, Applicants and

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Co-Branded Cardholders in connection with the Program will comply in all material respects with Applicable Law with respect to products sold and services offered by PLM, its Subsidiaries and its Affiliates. All aspects of the Program involving the duties of PLM will comply in all material respects with Applicable Law. PLM shall be solely responsible for obtaining all necessary consents and approvals from Members to enable it to carry out its obligations under this Agreement, in particular but not limited to requirements under Applicable Law, including personal data privacy laws and regulations provided that AMEX acknowledges that Members are entitled to impose limitations on the use of data. (f) Intellectual Property Rights. PLM is the owner or licensee of the PLM Marks and any PLM New Marks created hereunder and has the authority to grant the rights to use such Marks or PLM New Marks to the other Parties pursuant to Section 5.01 hereof. The use by such other Parties of the PLM Marks and the PLM New Marks during the Term of this Agreement, as set forth herein, and the structure and operation of the Program and any Marketing Materials created by or on behalf of PLM will not infringe the personal, contractual or proprietary rights of any third party, including copyright, trademark, trade name, service mark, patent, trade secret or right of privacy. PLM shall use the AMEX Marks and the AMEX New Intellectual Property and the AM Marks and the AM New Intellectual Property in strict conformity with this Agreement. (g) Litigation. There is no claim, litigation, proceeding, arbitration, investigation or material controversy pending before any governmental agency to which PLM is a party and by which it is bound, which adversely and materially affects any of its assets or the ability of PLM to complete the transactions contemplated hereby and, to PLM knowledge and information, no such claim, litigation, proceeding, arbitration, investigation or controversy has been threatened or is contemplated and to PLM’s knowledge, no facts exist which would provide a basis for any such claim, litigation, proceeding, arbitration, investigation or controversy. Section 7.04 Representations and Warranties Related to Business Continuation. Each Party represents that it has developed and implemented a Disaster Recovery Plan, that such Disaster Recovery Plan is fully operational, periodically updated and its operability periodically tested and each Party will comply with the Disaster Recovery Plan. Each Party agrees that, upon the occurrence of a Disaster, it will, as soon as reasonably practicable, provide such other Party with notice of such a Disaster and will implement the Disaster Recovery Plan. Each Party further represents that its Disaster Recovery Plan is designed so that normal business operations can be reinstated within a commercially reasonable period after the occurrence of a Disaster.

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ARTICLE VIII INDEMNIFICATION Section 8.01 Indemnification by the Parties. Each Party hereto (including such Party’s Affiliates and Agents, the “Indemnifying Party”) shall indemnify and hold the other Parties and their Affiliates and their respective officers, shareholders, directors, employees, licensees and agents (collectively, the “Indemnified Party”) harmless from and against third-party Claims arising out of or incurred by reason of, or on account of, any of the following: (i) the negligence, willful or intentional misconduct of the Indemnifying Party in the course of the performance of its, or their, duties and obligations under this Agreement; (ii) the Indemnifying Party’s breach of any obligation under this Agreement, or any representation, warranty or covenant under this Agreement; (iii) the failure of the Indemnifying Party to comply with its obligations under Applicable Law; (iv) any inaccuracy or misrepresentation contained in the representations and warranties of the Indemnifying Party contained in this Agreement, and (v) any approved use of any Mark or Intellectual Property of the Indemnifying Party infringes on any existing United States of America or United Mexican States patent, copyright, trademark or other proprietary right. Section 8.02 Indemnification Procedures. (a) Notice. If the Indemnified Party receives notice of any third-party Claim for which indemnification may be available under this Agreement, the Indemnified Party shall promptly notify the Indemnifying Party in writing of such third-party Claim, including, if possible, the amount or estimate of the amount of liability arising from it. Subject to any restrictions under Applicable Law, the Indemnified Party shall use its commercially reasonable efforts to provide notice to the Indemnifying Party, in any case, within one-third (1/3) of the statutory term for responding to the third-party Claim (and in the absence of a statutory term, within a period of fifteen (15) calendar days following the date in which the Indemnified Party received notice of the third-party Claim); provided, however, that the failure to give such notice shall not relieve an Indemnifying Party of its obligation to indemnify except to the extent the Indemnifying Party is materially prejudiced by such failure. (b) Right to Defend Third-Party Claims; Coordination of Defense. (i) The Indemnifying Party shall have the right to defend any such third-party Claim at its expense and in the name of the Indemnified Party and shall select the counsel for the defense of such third-party Claim as approved by the Indemnified Party, such approval not to be unreasonably withheld, conditioned or delayed, and shall reasonably cooperate with the Indemnifying Party in the conduct of the defense against such third-party Claim. The Indemnified Party may participate, at its own expense, in such defense and in any settlement discussions directly or through counsel of its choice on a monitoring, non-controlling basis, or at the Indemnifying

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Party’s expense and with full control to the extent that the Indemnifying Party does not fulfill its obligations to defend the Indemnified Party in accordance herewith. The Parties agree to cooperate in good faith to coordinate the defense of any third-party Claim that may give rise to indemnification obligations of more than one (1) Party or that may include allegations that are not subject to indemnification. (ii) Notwithstanding the foregoing, the Indemnifying Party shall not have the right to defend any such third-party Claim if: (1) it refuses to acknowledge fully its obligations to the Indemnified Party (but only as to the obligations specific to the Indemnifying Party in the event a third-party Claim gives rise to indemnification obligations of more than one (1) Party); (2) it contests (in whole or in part), its indemnification obligations (but only as to the obligations specific to the Indemnifying Party in the event a third-party Claim gives rise to indemnification obligations of more than one (1) Party); (3) it fails to employ appropriate counsel approved by the Indemnified Party to assume the defense of such third-party Claim or refuses to replace such counsel upon the Indemnified Party’s reasonable request, as provided for herein; (4) the Indemnified Party reasonably determines that there are issues which could raise possible conflicts of interest between the Indemnifying Party and the Indemnified Party or that the Indemnified Party has Claims or defenses that are separate from or in addition to the Claims or defenses of the Indemnifying Party; (5) it undertakes Claims or defenses that are contrary to the direction or instructions of the Indemnified Party; or (6) such third-party Claim seeks an injunction, cease and desist order, or other equitable relief against the Indemnified Party. In each such case described in clauses (1) – (6) above, the Indemnified Party shall have the right to direct the defense of the third-party Claim and retain its own counsel, and the Indemnifying Party shall pay the cost of such defense, including reasonable attorneys’ fees and expenses. (iii) Notwithstanding anything herein to the contrary, if any third-party Claim under this Agreement principally relates to Intellectual Property or Marks owned or controlled by the Indemnified Party, then the Indemnified Party may control the defense of such third-party Claim, including the right to compromise and settle such third-party Claim, and retain its own counsel, and the Indemnifying Party shall pay the cost of such defense, including reasonable attorneys’ fees and expenses. (c) Settlement of Third-Party Claims. The Indemnifying Party may, upon prior notice to and consultation with the Indemnified Party, compromise or enter into a settlement agreement with respect to any third-party Claim if the Indemnifying Party (i) obtains a complete, unconditional, irrevocable release of the Indemnified Party with respect to such third-party Claim; (ii) includes within the settlement agreement or release a statement to the effect that the Indemnified Party admits no

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liability or wrongdoing; and (iii) does not agree to a settlement which provides for any non-monetary relief. (d) Judgments and Subrogation. The Indemnifying Party shall be subrogated to any third-party Claims or rights of the Indemnified Party as against any other persons with respect to any amount paid to the Indemnifying Party under this Article VIII. The Indemnified Party shall reasonably cooperate with the Indemnifying Party, at the Indemnifying Party’s expense, in the assertion by the Indemnifying Party of any such Claim against such other persons. (e) Indemnification Payments. Amounts owing under this Article VIII shall be paid promptly upon written demand for indemnification containing in reasonable detail the facts giving rise to such liability. (f) Apportionment of Costs. The Parties recognize and acknowledge that third-party Claims may be made as part of an action, suit, investigation or proceeding that may give rise to the indemnification obligations of more than one (1) Party or that may include claims or counter-claims that are not subject to indemnification, and the Parties agree that they shall cooperate in good faith to fairly apportion the losses relating to such claims or counter-claims. Losses incurred in defending third-party Claims shall be apportioned to the respective Party who has responsibility for each specific third-party Claim, but only to the extent that those Losses directly arise from such third-party Claim. ARTICLE IX MISCELLANEOUS Section 9.01 Force Majeure. If any Party is unable to perform its obligations under this Agreement in whole or in part as a consequence of events beyond its reasonable control (including acts of God, terrorism, fire, explosion, public utility failure, accident, floods, strikes, embargoes, epidemics, war, nuclear disaster or riot), such failure to perform shall not be considered a breach of this Agreement during the period that such events shall continue. Upon the occurrence of any such force majeure event, the affected Party shall promptly notify the other Parties in writing of the occurrence thereof, the extent of its inability to perform its obligations under the Agreement as a consequence thereof, the expected duration of such inability to perform, and of any material developments that appear reasonably likely to further adversely affect the ability of the affected Party to perform any of its obligations under this Agreement. If a Party is unable to perform any of its obligations under this Agreement as a consequence of a force majeure event as described above for more than three (3) consecutive months, then any of the other Parties shall have the right to terminate this Agreement immediately upon written notice. Section 9.02 Assignment. Unless otherwise provided in this Section 9.02, neither this Agreement nor any of the rights, interests or obligations hereunder will be sold, assigned or otherwise transferred by any Party

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hereto without the prior written consent of the other Parties, except that a Party will have the right to sell, assign or otherwise transfer any of its rights and obligations hereunder to any Affiliate, in which event such assigning Party shall provide the other Parties with prior written notice of such sale, assignment or transfer to an Affiliate. Upon a Change of Control, if the Partner subject to such Change of Control causes this Agreement to be assigned to the acquirer of stock, control or assets, as applicable, then the Partner subject to such Change of Control shall make the acquirer of such Partner a joint obligor for this Agreement under the terms of the assignment agreement. Absent the written consent of AMEX, and regardless of any assignment, the Partner subject to such Change of Control shall remain liable for the payments and obligations under this Agreement. For clarity, the Partner subject to such Change of Control shall not be required to obtain written consent from AMEX (i) for the Change of Control to be effectuated; and (ii) to assign this Agreement to the acquirer of stock, control or assets, as applicable, so long as the Partner subject to the Change of Control remains liable under this Agreement following the assignment. Notwithstanding anything to the contrary contained above, this Agreement will be binding upon and will inure to the benefit of the Parties hereto and their respective successors and assigns. Section 9.03 Books and Records. Each Party shall maintain books of account and records, in accordance with good business practices and procedures within its industry, of all transactions arising and other activities undertaken in connection with the performance of its obligations pursuant to this Agreement for a period of six (6) years from any such transaction or activity undertaken in connection with the performance of its obligations hereunder. Section 9.04 Audit Rights. Upon request from any Party, which shall be given at least ten (10) days in advance, the other Party, to the extent applicable, will provide the requesting Party with such reasonable audit and verification documentation as the requesting Party may reasonably require to confirm such other Party’s compliance with the terms of this Agreement. Such requests shall not be made more frequently than twice per year, provided that (i) the cost of any such audit shall be the sole responsibility of the requesting Party; and (ii) the same subject matter shall not be audited more than once per year unless otherwise required under Section 9.06. The audit must be conducted only during normal business hours, and the auditing Party shall use commercially reasonable efforts not to cause damage to property, not to interrupt the normal business operations of the non-auditing Party, not to make repeated requests relating to the same subject matter (provided that the non-auditing Party has reasonably responded), and to complete the audit, including any follow-up requests, in a prompt manner. Notwithstanding anything to the contrary, the Parties shall provide cooperation at any time, including permitting an audit in addition to the two (2) audits per year otherwise provided in this Section 9.04, in connection with any audit or inquiry expressly requested by governmental regulators in accordance with Section 9.06 of this Agreement.

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Section 9.05 Audit Remedies. If as a result of the audit, the auditing Party determines that the audited Party is not in compliance with the terms of this Agreement, the auditing Party shall notify such situation to the audited Party which will be obligated to compensate the auditing Party for such default in terms of this Agreement, as applicable. In the event the audited Party does not agree with the finding provided in the relevant notice, it shall notify so to the auditing Party and such Dispute shall be escalated to the Program Steering Committee. In the case of AMEX’s payment obligations to the Partners under this Agreement, if an audit by the Partners finds an underpayment of amounts owed by AMEX to the Partners or if an audit by AMEX finds an overpayment of amounts owed by AMEX to the Partners based upon incorrect information provided by the Partners, then (i) such audit shall not count against the number of annual audits permitted under Section 9.04; and (ii) AMEX or the Partners, as applicable, shall pay, within thirty (30) days of notice of the audit finding, the amount corresponding to the difference between what was paid and what actually should have been paid to the Partners, plus interest as provided under Section 9.17 calculated from the date of the underpayment or overpayment. A Party shall not be obligated to make payments under this Section 9.05 for underpayments or overpayments that occurred over two (2) years from the date of the audit finding, provided that such underpayment or overpayment could have been identified with reasonable care by the auditing Party. Section 9.06 Cooperation with Government Regulators (a) AMEX Audit. Partners and their Affiliates agree to cooperate with any and all governmental regulators having jurisdiction over AMEX in connection with any audit or inquiry of AMEX; provided that AMEX, as the case may be, shall reimburse Partners and their Affiliates for any out-of-pocket expenses incurred by Partner in connection with cooperating with an audit or inquiry. (b) Partner Audit. AMEX and its Affiliates agree to cooperate with any and all governmental regulations having jurisdiction over Partners in connection with any audit or inquiry; provided that Partners shall reimburse AMEX and its Affiliates for any out-of-pocket expenses incurred by AMEX in connection with cooperating with an audit or inquiry. Section 9.07 Entire Agreement. This Agreement, including all schedules, exhibits and attachments hereto, contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes and replaces all agreements, oral or written, heretofore made with respect to the subject matter hereof, including amendments, supplements and extensions thereof, between the Parties, which prior agreements are hereby terminated. Section 9.08 Modification or Waiver. No modification, amendment, supplement to or waiver of this Agreement or any of its provisions shall be binding upon any Party unless made in writing and signed by the Parties. A failure or delay of a Party to this Agreement to enforce at any time any of the provisions of this

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Agreement, or to exercise any option which is hereby provided, or to require at any time performance of the provisions hereof, shall in no way be construed a waiver of, nor preclude the exercise of, any of the provisions of this Agreement. Section 9.09 Notices. Except as expressly provided under this Agreement, all written notices must be sent or delivered to the address for the Partners or AMEX, as applicable, and with copies, as specified below; provided, however, that if any of the Parties shall have designated a different address by notice to the other Parties, then to the last address so designated. Notice shall be deemed given when hand-delivered or sent, by certified mail, postage prepaid, return receipt requested. To AMEX: American Express Company (México), S.A. de C.V. Patriotismo No. 635 Colonia Ciudad de los Deportes C.P. 03710, México, D.F. With a copy to: American Express Company (México), S.A. de C.V. Attention: General Counsel’s Office Patriotismo No. 635 Colonia Ciudad de los Deportes C.P. 03710, México, D.F. To AM: Aerovias de Mexico, S.A. de C.V. Avenida Paseo De La Reforma No. 445 Colonia Cuauhtémoc C.P. 06500, México City Attention: General Counsel To PLM: PLM Premier, S.A.P.I, de C.V. Avenida Paseo De La Reforma No. 445 Colonia Cuauhtémoc C.P. 06500, México City Attention: CEO Section 9.10 Limitation of Liability. No Party will be liable to the other(s) under this or any other provision of this Agreement for any incidental, indirect, consequential, special, punitive or exemplary loss or damage of any kind, loss of profits, loss of revenue or loss of reputation on the part of the other(s); provided that a Party may be liable for lost profits in addition to direct damages in respect of such Party’s (i) indemnification obligations under Article VIII, (ii) breach of confidentiality obligations under Section 6.02 and (iii) willful or intentional misconduct.

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Section 9.11 Alternative Dispute Resolution. (a) Procedures: The Parties agree that any and all Disputes that are not resolved in accordance with Section 2.03 shall be submitted for binding arbitration. Any mediation and/or arbitration shall take place in the State of New York, New York County, and shall be administered by, and pursuant to the Commercial Arbitration Rules and Mediation Procedures of, the American Arbitration Association (“AAA”). The language of the arbitration shall be English. (b) Restrictions on Arbitration: Disputes shall be arbitrated on an individual basis. There shall be no right or authority for any Disputes to be arbitrated on a class action basis or in a purported representative capacity on behalf of the general public or other persons or entities similarly situated. The arbitrator’s authority to resolve Disputes and to make awards is limited to Disputes between the Parties to this Agreement alone, and is subject to the limitations of liability set forth in this Agreement. Furthermore, Disputes brought by a Party to this Agreement against any other Party may not be joined or consolidated in arbitration with Disputes brought by or against any third party, unless agreed to in writing by all Parties. No arbitration award or decision on any Disputes shall be given preclusive effect as to issues or claims in any dispute with anyone who is not a party to the arbitration. (c) Enforcement: The provisions of this Section 9.11 may be enforced in a court of competent jurisdiction and the Party seeking enforcement shall be entitled to an award of all costs, fees and expenses (including attorney fees) incurred in obtaining the enforcement of this provision, to be paid by the Party against whom enforcement is ordered. Section 9.12 Governing Law. This Agreement is governed by and will be construed according to the laws of Mexico. Section 9.13 Severability. If any provision of this Agreement is held to be or becomes by operation of law invalid, void or unenforceable, all other provisions shall remain valid and be enforced and construed as if such invalid provision were never a part of this Agreement. The Parties will attempt to replace any provision severed under this clause with a legally enforceable clause acceptable to each Party. Section 9.14 Counterparts. This Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.

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Section 9.15 Further Assurances. Each Partner and its Affiliates and AMEX and its Affiliates shall cooperate with each other and negotiate and enter into additional documentation as may be reasonably requested by a Party to this Agreement in order to fulfill the business understandings intended by this Agreement. Section 9.16 Survival. The terms of this Section 9.16 and each of Section 4.03, Section 4.05 (Cooperation During Wind-Down Period), Section 5.01 (License Grant), Section 9.09 (Notices), Section 9.10 (Limitation of Liability), , Section 9.12 (Governing Law), Article IV (Events of Default and Termination), Article VI (Confidentiality), Article VIII (Indemnification), Schedule 7 (Purchase Option Rights to the Co-Branded Card Accounts Acquired Through Partner Channels) and all other Sections and Articles which by their nature are intended to extend beyond termination and expiration shall survive termination and expiration of this Agreement. IN WITNESS WHEREOF, each Party hereto has caused this Co-Branded Card Program Agreement to be executed by its duly authorized officer(s), as of the Effective Date. [Signature Pages to Follow]

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By: Name: José Maria Zas Title: EVP, Card Services, LAC International Isurance Services

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By: Name: Anco David van der Werff Title: Attorney in Fact By: Name: Carlos Antonia Hassey Artigas Title: Attorney in Fact

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PLM PREMIER, S.A.P.I, DE C.V. By: Name: Francisco José Schnaas Title: Chief Executive Officer By: Name: Juan Carlos Muradás Title: Attorney in Fact

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Co-Branded Card Description The following terms are the initial Co-Branded Card value propositions as of the Effective Date. These Co-Branded Card value propositions may be modified periodically by the Party providing the specified benefit or feature, or as agreed by the Parties, as specified in the tables below, by product. The benefits and features which shall be considered for the calculation of Total Tangible Value as of the Effective Date are indicated in the tables below, and may change from time to time during the Term as mutually agreed by the Parties. For clarity, this Schedule 1 identifies the terms provided by the respective Parties, but the Parties’ obligations relating to funding these terms are provided in Schedule 2.

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The Gold American Express® Aeroméxico Card

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Incentives to Partners 1. Value Added Tax and Exchange Rate. All compensation to Partners hereunder is subject to applicable value added tax (VAT). 2. Processing of payments. Payments by AMEX may be either in Pesos or US Dollars at the Exchange Rate, in AMEX’s discretion. To ensure the accurate and timely processing of payments: a) AMEX shall transmit at least on a weekly basis to PLM by Member number, AMEX loyalty program number, and Co-Branded Card type, all new Co-Branded Card Accounts which have been activated. After receipt of payment by the Co-Branded Cardholders on each Co-Branded Card, AMEX shall transmit to PLM (based on AMEX records), by Member number, AMEX loyalty program number, and date, the aggregate number during each corresponding period of all base Loyalty Points earned (for purposes of this paragraph, “base Loyalty Points earned” shall mean that AMEX has received the relevant payment) and all Bonus Loyalty Points earned under Section 1 of Schedule 2(b). AMEX shall transmit this information to PLM within five (5) Business Days after the payment date of each Co-Branded Card. The Parties agree that any Dispute regarding the number of Loyalty Points earned shall be resolved by reference to AMEX records. b) PLM shall (i) verify to AMEX receipt of the Loyalty Points transmission and (ii) credit each Co-Branded Cardholder’s Loyalty Program account with all base and Bonus Loyalty Points earned through acquisition and usage of the Co-Branded Card. PLM shall credit Loyalty Points to Co-Branded Cardholders’ Loyalty Program accounts within five (5) Business Days of receipt of notification from AMEX and shall confirm the same in a transmitted file to AMEX. c) PLM shall show Loyalty Points earned from the Co-Branded Card on the customer’s Loyalty Program statement in a separate entry. 3. Reporting and Invoicing. Within fifteen (15) Business Days of the end of each month, AM and PLM shall provide AMEX with the necessary reports and invoices in order for AMEX to make payment in respect of the compensation owed to Partners, as set out in Schedule 2(a), Schedule 2(b) and Schedule 2(c). AMEX reserves the right to audit all reports provided by Partners hereunder, and make any applicable payments to Partners only upon completion of any such audit. In the event Partners fail to make timely submissions of reports and invoices, AMEX shall have the right to withhold any payments due to Partners hereunder.

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Incentive Payments from AMEX to AM Any amendments to this Schedule 2(a) during the Term shall be executed by and between AMEX and AM only. 1. Airline Benefits. In consideration of benefits and access provided in accordance with the criteria defined in Schedule 1 by AM during the Term, AMEX shall make the following payments to AM:

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Incentive Payments from AMEX to PLM Any amendments to this Schedule 2(b) during the Term shall be executed by and between AMEX and PLM only.

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Incentive Payments from AMEX to AM and PLM

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Channel Access and Marketing Contribution General Principles The following principles will be considered in any decision regarding a Party’s marketing contribution to the Program and access to such Party’s acquisition channels: 1. Such Party’s strategy and strong desire for the Program to succeed in the marketplace. 2. As provided in Section 2.03, prior to finalizing the Marketing Plan for the following Program Year, the Parties will review the performance of the AMEX Marketing Channels, AM Marketing Channels and PLM Marketing Channels during the twelve (12) months immediately preceding the definition of the Marketing Plan, in order to create and align on appropriate changes to AMEX Marketing Channels, AM Marketing Channels and PLM Marketing Channels access, based on changes in market dynamics and performance. 3. In accordance with the tables set out below, and in support of the execution of the Marketing Plan for each Program Year, the Parties will comply with the commitments defined in respect of the timing and frequency of access to such Party’s marketing channels. The Party’s obligations during the first Program Year with respect to the timing and frequency of access to each Party’s marketing channels is as set forth in Section 2.04(e) and in this Schedule 3. The Parties may, in subsequent Program Years, mutually agree to revise the channels or frequency of access set forth in this Schedule 3 based on FMV, Program or channel performance, new channels or elimination of channels. 4. For the PLM a la carte allowance specified in the AMEX Access to Partner Channels table below, the following requirements shall apply: a. Upon request from AMEX, PLM shall apply the funds, up to the amount permited in such Program Year, in exchange for incremental access to PLM channels or channels provided by third parties (including channels provided by AM). b. PLM shall first apply the funds for incremental access to PLM channels, and then for access to channels provided by third parties. c. The specific use of a la carte funds shall be decided by mutual agreement of the Parties through the PMC, such agreement not to be unreasonably withheld, conditioned or delayed by a Party. d. The specific use of the a la carte funds shall only be for the benefit of the Program. e. Any unspent a la carte funds in a given Program Year shall not be rolled over into the subsequent Program Year. 5.

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REPORTS 1. Reporting from AMEX to Partners AMEX shall provide each Partner with the following reports within forty-five (45) days following the month to which the report pertains:

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2. Reporting from PLM to AMEX

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3. Reporting from AM to AMEX

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Agreement Review Mechanism 1. Targets (a) (b) AMEX Targets. 2.

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3. Measurement Periods and Methodology

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Information Protection Contract Requirements Partners and AMEX (individually a “Party” and collectively the “Parties”) shall comply with, and cause each of their respective employees and sub-vendors to comply with, all of the provisions of the Information Protection Contract Requirements (“IPCR”). 1) Definitions “Agreement” means the Co-Branded Card Program Agreement to which this IPCR is attached. “Applicable Processing Law” means all applicable laws, regulations, rules and guidance pertaining to privacy, data Processing, data protection, data security, encryption, and confidentiality. “AXP” means, American Express Company (Mexico), S.A. de C.V.; “Partner” means AM and PLM. “Covered Data” means, in any form, format or media, as provided by or on behalf of AXP or any of its affiliates, any: (a) confidential information under the Agreement, and (b) Personal Data that Partner Processes in connection with the Agreement. “Including” or “including” means “including, but not limited to”. “Personal Data” means any: (i) individually identifiable information from or about an identified or identifiable individual, or any information that is combined with such individually identifiable information, including information that can be used to authenticate that individual or access an account, or (ii) information protected as personal data under Applicable Processing Law. “Process” means to obtain, have access to, organize, copy, alter, use, disclose, erase, destroy or any other form of processing. 2) Data Security Obligations 2.1. Data Security Program. Parties shall: 2.1.1. Requirements. Maintain, monitor and enforce a comprehensive written data security program and only Process Covered Data in compliance with this IPCR and Applicable Processing Law, including: (a) security principles of “segregation of duties” and “least privilege” with respect to Covered Data, including a process by which employee and contractor user accounts may only be created with proper leadership approval and are timely deleted, an auditable history of changes, and an annual review and remediation for excess access authorization; (b) retention policies applicable to Covered Data for all reports, logs, audit trails and other documentation that provides evidence of data security, systems and audit processes and procedures; (c) policies applicable to Covered Data documenting the consequences for violations of data security policies; (d) deploying security patches to all systems that Process Covered Data as necessary to comply with this IPCR and Applicable Processing Law; and (e) securely returning or disposing of all Covered Data once Company no longer needs Covered Data, including upon Agreement termination, except if retention is required for Company to comply with Applicable Processing Law, in which case this IPCR survives the Agreement and continues to apply. 2.1.2. Data Loss Prevention Program. Maintain, monitor and enforce a data loss prevention program designed to detect and block data transfers of Covered Data consisting of AXP cardholder account numbers, or other AXP customer financial account or personal information, if such transfers do not comply with this Agreement. 2.2. Safeguards and Security Incidents. 2.2.1. Safeguards. Both Parties shall use its data security program to maintain, monitor and enforce reasonable organizational, administrative, technical and physical safeguards to protect the security, integrity, confidentiality and

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threats or hazards, and (b) any accidental, unauthorized or unlawful Processing, loss or other compromise of Covered Data (each, a “Security Incident”). Both Parties shall promptly remediate all Security Incidents. 2.2.2. Security Incident Notice. In order to facilitate AXP’s and Partners’ compliance with incident response program requirements under their applicable policies, procedures and practices, as well as under Applicable Processing Law, each Party shall provide to the other Parties notice within twenty four (24) hours of any Security Incident by phone. Security Incident notice to AXP shall be provided to (1-888-732-3750 or 1-602-537-3021) and in writing at EIRP@aexp.com. Security Incident notice to Partners shall be provided to the Head of Co-Brands for each Partner and in writing as provided under the Agreement. The Parties acknowledge that each Party may have separate notification duties under Applicable Processing Law. Subject to such duties: (a) Parties shall not make any public or other announcements or admissions of liability regarding the Security Incident, to the extent affecting the other Parties, card holders, customers, employees or individual contractors (“Individuals”), without the prior written consent of the other Parties, and (b) the provision of Security Incident notifications to Individuals, and to applicable governmental authorities regarding such affected Individuals, including the content, shall be at the reasonable discretion and reasonable direction of the affected Party. If a Party determines that it must provide any such Individual or government notifications under Applicable Processing Law, such Party shall provide the other Parties with reasonable prior notice of such notifications (via methods above). Despite any Agreement confidentiality duty, Parties may disclose Security Incidents per Applicable Processing Law and to mitigate risks of fraud or other harm. 2.2.3. Response Protocol. For the avoidance of doubt, all Parties shall be responsible for reasonable costs to the extent caused by a Security Incident, including those incurred by the Parties related to investigation, remediation, monitoring and notification. 2.3. Processing. Partners shall Process Covered Data in accordance with their internal policies and procedures. 2.4. Material Modifications. Any Party shall provide the others with ninety (90) days’ prior notice of a material modification to the process, method or means by which Covered Data is Processed (including any geographic change). If the Party who is not making the modification reasonably determines and notifies the other Parties that such modification could materially degrade Covered Data security, then the Party willing to make the modification shall not make such modification. 2.5. Data Transfers. All Parties shall encrypt Covered Data in compliance with Applicable Processing Law and in the following circumstances: (a) the Processing of Covered Data on any mobile device or mobile storage or removable media, including laptop computers, smart phones, USB devices (“thumb drives”) and tapes/DVDs, and (b) electronic transfers of Covered Data by all Parties outside of its network. 2.6. VTA. If any of the Parties hosts an Internet-facing and/or mobile application capable of Processing Covered Data, then it shall annually have a vulnerability threat assessment (“VTA”) performed by a reputable vendor (from the then-current Payment Card Industry Council Approved Scanning Vendor list) and provide the other Parties with a summary attestation of the VTA including: (a) a definition of how the vulnerabilities are rated (e.g., high / medium / low, serious / moderate / minimal), (b) evidence that the application has no open vulnerabilities at the high rating, and (c) the number of vulnerabilities at any below high ratings and evidence that such vulnerabilities have been promptly remediated. 2.7. Validation: Policies and Procedures, Third Party Assessments. Parties shall document and promptly provide to the other Parties: (a) copies of any privacy, data Processing, data protection, data security, encryption and confidentiality-related (i) Party policies, procedures and standards (including escalation procedures for non-

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SSAE 16, SOC I, II and III, SysTrust, WebTrust, or perimeter certifications), or other equivalent evaluations in its possession or control; and (b) any other information requested by one (1) of the Parties to comply with Applicable Processing Law or its auditing requirements. Parties’ perimeter test results may be limited to a summary of the findings’ testing scope, number and severity and remediation estimated dates. In addition, upon any of the Parties written notice, the other Parties shall provide its summary findings of any material vulnerabilities uncovered in the scans that such Party may perform from time-to-time of the other Party’s Internet-facing applications. 2.8. Inspections. In order to facilitate AXP’s and Partners’ compliance with their internal policies, procedures and practices, as well as Applicable Processing Law, all Parties shall reasonably cooperate with the other Parties, their designees and government authorities, in connection with inspections of each Party and its Affiliates or subcontractors storing Covered Data, on-site or by phone, and with self-assessment security compliance reviews (including inspections and reviews for privacy, data Processing, data protection, data security, encryption or confidentiality-related compliance). On-site inspections will be performed upon reasonable advance notice during each Party’s regular business hours. 2.9. Training. All Parties shall provide privacy, data Processing, data protection, data security, encryption and confidentiality awareness training annually to all individuals authorized by each Party to Process Covered Data. Training shall occur before such individuals Process Covered Data, and such individuals shall repeat such training annually. Each Party may review the other Parties’ training materials (or a reasonable summary) upon reasonable advance notice to the other Parties. 2.10. Affiliates and Subcontractors. If any of the Parties’ subcontractors or Affiliates (“Contractors”) Process Covered Data on behalf of any Party, such Party shall: (a) either (i) ensure that each Contractor acts as a user under its written data security program, or (ii) ensure that each Contractor’s written data security program complies with this IPCR via sufficient diligence and oversight; and (b) be responsible for the acts and omissions of Contractors and all of its employees as if their acts and omissions were made by such Party. 3) General a) All Confidential Information remains, at all times, the sole property of the disclosing Party. All Parties reserve the right to require the other Party to promptly change, update, delete, encrypt, truncate and/or mask any Confidential Information, in any manner, stored by the other Party or any sub-vendor. Confidential Information, or any portion thereof, shall not be retained in any manner whatsoever, beyond the expiration or termination of the Agreement, except as required by law or as expressly provided in the Agreement. Upon completion of the services supplied in accordance with the Agreement, Confidential Information must be returned or properly and immediately disposed of. Notwithstanding anything to the contrary herein, to the extent a Party retains Confidential Information on any archival systems, back-up systems, data storage solutions, or any recordation medium whatsoever (whether in existence now, or invented in the future), such Party shall adhere to Section 10 herein. b) Each Party shall establish and maintain administrative, technical and physical safeguards to protect the security, integrity, confidentiality and availability of the other Parties’ Confidential Information, including, without limitation, to protect the Confidential Information against any anticipated threats or hazards and to protect against any unauthorized or unlawful access to, use of or disclosure of the Confidential Information, or any other compromise of the Confidential Information.

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c) All Parties agree to deploy applicable and necessary security patches to all systems that Process, store or otherwise support the services described in the Agreement, including, but not limited to operating system, open source, and application software, and the like, as quickly as reasonably possible. d) All Parties agree to employ supported software (e.g. software under active maintenance, including but not limited to operating system, open source, application software and/or the like) on any systems that Process, store or otherwise support the services described in the Agreement. e) No Party shall access, use or disclose the Confidential Information for any purpose other than the purpose stated in the Agreement. f) Each Party shall require each individual to whom the Confidential Information is disclosed or made accessible, with the exception of Partner customer service agents, to sign and remain bound by the Workstation Rules Agreement attached hereto as Exhibit A (“WRA”). With respect to Partner customer service agents, during the Term, the Partners shall require such agents to execute confidentiality agreements to protect the confidentiality of the Confidential Information provided to the Partners under this Agreement. In the event that either Party has reason to believe that any provisions of the WRA would be unenforceable under applicable law, such Party shall promptly notify the other Party and cooperate with the other Party to modify any unenforceable provisions of the WRA so as to most closely meet their intended meaning within the limits of applicable law. Each Party shall promptly provide copies of executed WRAs to the other Party upon request. g) Each Party shall take all necessary steps to cause the other Parties to be deemed a third party beneficiary to all agreements between a Party and a sub-vendor under Applicable Law. Each Party shall (i) ensure each sub-vendor adheres to all of the terms hereunder; (ii) be liable for each sub-vendor’s compliance hereto; and, (iii) be responsible for all fees and costs related to each sub-vendor meeting all of the other Parties’ requirements hereunder, including, but not limited to any financial and/or security audits, inspections, VTAs and/or related assessments during the term of the Agreement. Notwithstanding anything to the contrary herein, sub-vendors shall not disclose or allow access to any Confidential Information to any third party. h) The Confidential Information used by the Parties in development and test systems shall not contain direct copies of the Confidential Information from production systems. i) Each Party shall maintain policies documenting the consequences for violations of its data security policies. 4) Indemnity a) Each Party (an “Indemnifying Party”) shall, at its own expense, defend, indemnify and hold the other Party (the “Indemnified Party”) harmless from and against any and all claims, suits, demands, actions, damages, losses, liabilities, proceedings, litigation, costs and expenses, including without limitation reasonable attorney’s fees, relating to or arising out of this IPCR, including without limitation (i) the acts or obligations undertaken by the Indemnifying Party or its sub-vendor

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unlawful access to, use of, or disclosure of the Confidential Information, (ii) any misrepresentation or breach of warranty made by the Indemnifying Party herein, (iii) or any breach of this IPCR by the Indemnifying Party. b) The Indemnifying Party reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification, and the Indemnified Party shall fully cooperate in asserting a defense. 5) Records Retention The Parties agree to maintain and enforce retention policies for any and all reports, logs, audit trails and any other documentation that provides evidence of security, systems, and audit processes and procedures according to requirements mutually agreed upon in writing by the Parties and in accordance with all Applicable Laws and regulations. 6) Data Security Breach Notification In the event there is any improper, unauthorized or unlawful access to, use of, or disclosure of the Confidential Information or any other compromise of the Confidential Information (“Security Incident”), the Party that becomes aware of such incident shall immediately notify the other in writing of the Security Incident. The Parties shall fully cooperate with each other to resolve any data privacy or security issues involving the Confidential Information, including without limitation any Security Incident and/or notifications related thereto. To the extent that a Party caused the Security Incident, such Party shall be responsible for all costs related to or arising from any Security Incident, including without limitation investigating the Security Incident and providing notification to all individuals affected by the Security Incident. 7) Audits and Inspections a) The Parties shall document and, if requested by the other Parties, promptly provide to the other Parties, at a minimum, access to copies of all relevant data privacy and security policies and standards (including escalation procedures for non-compliance) for the Parties’ review. b) If the services to be supplied by a Party should, at any time, include that Party hosting an Internet facing application, such Party agrees to promptly perform and provide to the other a summary attestation from a vulnerability threat assessment (“VTA”) test or such other testing demonstrating that the Internet facing application has no material security vulnerabilities. The attestation report must include, at a minimum, a definition of how the vulnerabilities are rated (high/medium/low, serious/moderate/minimal) and evidence that the application has no open vulnerabilities at the highest rating and shows the number of vulnerabilities at any lower ratings. The VTA shall be performed by a vendor approved in writing in advance by the Parties. The Parties shall have the right to review the detailed report from any such test. 8) Security Administration a) Each Party shall provide security awareness training to all individuals authorized by the Party to have access to the Confidential Information. The training shall be consistent with best practices in the industry and designed, at a minimum, to educate all such individuals on maintaining the security, confidentiality, integrity

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individuals are allowed access to the Confidential Information. b) Each Party’s assigned administrator(s) must retain sole responsibility for granting access to the Confidential Information for all employees and other users of such Party, and for providing a process by which employee and other user accounts shall be created and deleted in a secure and timely fashion. c) Each Party shall establish, maintain and enforce the security access principles of “segregation of duties” and “least privilege” with respect to the Confidential Information hereunder. 9) Material Changes Affecting the Delivery of Services As part of the provisioning of the service(s) contemplated under the Agreement, any material changes to the service(s), and/or any new service(s), each Party agrees to provide any requested information in connection with, and/or actively participate in, the other Parties’ security governance processes. If significant additional capital investment is required for a Party to comply with the other Parties’ security requirements or policies and standards, the Parties shall mutually agree upon the allocation of such expenses. 10) Survival Rights This IPCR and all provisions herein shall survive so long as a Party retains any Confidential Information disclosed by the other Party. Furthermore, Sections 1, 2, 3(a), 4, 5, 6, 7, and 10 shall survive indefinitely with respect to the activities of the Parties under the Agreement and the IPCR.

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Workstation Rules Agreement (for Partners) The individual specified below (“you” or “your”), in connection with work performed for the company specified below (“Company”) may have access to trade secrets, documents, data, information, systems, files, records, forms or any information learned as a result of you provisioning services hereto (collectively “Confidential Information”) of American Express Company (Mexico) S.A. de C.V. and/or its Affiliates (collectively, “AMEX”). Confidential Information includes, but is not limited to, any information relating to AMEX cardmember accounts (“Accounts”), AMEX organizational structure, marketing philosophy and objectives, project plans, data models, strategy and vision statements, business initiatives, business requirements, systems design, methodologies, processes, competitive advantages and disadvantages, financial results, product features, systems, operations, technology, customer lists, customer account information, product development, advertising and sales programs and other information which would give AMEX an opportunity to obtain an advantage over its competitors or which AMEX is ethically or legally obligated to protect from unauthorized sources. None of such information shall be deemed to be in the public domain, provided however, the confidentiality obligations in this Workstation Rules Agreement will not apply to such information to the extent such information (i) is already known to you free of any confidentiality obligation at the time it is obtained; (ii) is or becomes publicly known through no wrongful act of you; (iii) is rightfully received by you from a third party without restriction and without breach of this Workstation Rules Agreement; or, (iv) is independently developed by you, which can be demonstrated by written record. If the Confidential Information is subject to disclosure pursuant to an order, decree, subpoena or other validly issued judicial or administrative process requiring you (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, you shall promptly notify AMEX of such request or requirement so that AMEX may seek to avoid or minimize the required disclosure and/or to obtain an appropriate protective order or other appropriate relief to ensure that any Confidential Information so disclosed is maintained in confidence to the maximum extent possible by the agency or other person receiving the disclosure, or, in the discretion of AMEX, to waive compliance with the provisions of this Workstation Rules Agreement. In any such case, and in addition to the notice contemplated in this paragraph, you will use reasonable efforts, in cooperation with AMEX, to avoid or minimize the required disclosure and/or to obtain such protective order or other relief to protect the Confidential Information. If, in the absence of a protective order or the receipt of a waiver hereunder, you are compelled to disclose the Confidential Information or else stand liable for contempt or suffer other censure or penalty, you will disclose only so much of the Confidential Information to the person compelling disclosure as you believe in good faith on the basis of advice of counsel as required by law. You shall give AMEX prior notice of the Confidential Information you believe you are required to disclose. Your confidentiality obligations hereunder shall survive the expiry of this Agreement in perpetuity. AMEX desires to protect its Confidential Information and therefore requires that you agree, as a condition of your performing services (“Services”) (to be performed under an agreement between AMEX and Company), to safeguard all Confidential Information and not reveal Confidential Information to any third party (including, without limitation, at conferences, seminars, meetings of professional organizations or by publication in journals or granting of interviews to journalists or other members of the news media) or use Confidential

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necessary for your performance of Services. You agree not to discuss Confidential Information in public places, and/or with any individual except to the extent strictly necessary for you to perform your duties. You agree that any work product produced or developed by you in the performance of Services shall constitute Confidential Information subject to this Workstation Rules Agreement and such work product is, and shall remain, the property of AMEX. If, in connection with your performance of Services, you use computer workstations, access AMEX systems, or have access to AMEX data or information that does, or could contain any of the following types of information, in addition to all other provisions of this Workstation Rules Agreement, you agree that you shall not access: • Your own Account or information related thereto for any reason; • Another employee’s Account or information related thereto if you have personal knowledge that the account holder is an employee; • Any Account or information related thereto held by anyone you know outside of work; or • Any Account or information related thereto that you are not required to access as part of your performance of Services. If, in order to perform your duties, you would require access to any of the above information, you will promptly notify Company and provide any information necessary for Company to seek a modification or exception from AMEX. You shall always sign off of or lock with a password protected screensaver your workstation whenever you are not working on it, including, but not limited to, time away from your desk for breaks, lunch, meetings, etc. You shall not give your password to any person and you shall not use another person’s password or identification number. Your password identifies you to the system. If your password is used by anyone in a manner that results in errors or fraud, you shall be held accountable for such errors or fraud. All terminals are subject to monitoring and terminal monitoring may occur simultaneously with telephone monitoring. In addition, you understand that all transactions in the system are recorded by the computer and that printouts listing all transactions by a personal identification number and password are monitored on a regular basis. These rules are extremely important. Any employee who willfully disregards these rules and regulations is subject to discipline, up to and including discharge from employment. You also agree to help safeguard AMEX customers’ (and/or employees’, as applicable) expectations of privacy by exercising diligence and care in the handling of Confidential Information relating to them.

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condition of performing Services, you agree to adhere to them. Your Signature: ____________________________ Your Full Name (print): ____________________________ Date: ____________________________ Name of Company: Aerovías de México, S.A. de C.V. and PLM Premier, S.A.P.I., de C.V.

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Workstation Rules Agreement (for AMEX) The individual specified below (“you” or “your”), in connection with work performed for the company specified below (“Company”) may have access to trade secrets, documents, data, information, systems, files, records, forms or any information learned as a result of you provisioning services hereto (collectively “Confidential Information”) of Aerovías de México, S.A. de C.V. and/or its Affiliates (collectively, “Aeromexico”). Confidential Information includes, but is not limited to, any information relating to Aeromexico’s loyalty program accounts (“Accounts”), Aeromexico organizational structure, marketing philosophy and objectives, project plans, data models, strategy and vision statements, business initiatives, business requirements, systems design, methodologies, processes, competitive advantages and disadvantages, financial results, product features, systems, operations, technology, customer lists, customer account information, product development, advertising and sales programs and other information which would give Aeromexico an opportunity to obtain an advantage over its competitors or which Aeromexico is ethically or legally obligated to protect from unauthorized sources. None of such information shall be deemed to be in the public domain, provided however, the confidentiality obligations in this Workstation Rules Agreement will not apply to such information to the extent such information (i) is already known to you free of any confidentiality obligation at the time it is obtained; (ii) is or becomes publicly known through no wrongful act of you; (iii) is rightfully received by you from a third party without restriction and without breach of this Workstation Rules Agreement; or, (iv) is independently developed by you, which can be demonstrated by written record. If the Confidential Information is subject to disclosure pursuant to an order, decree, subpoena or other validly issued judicial or administrative process requiring you (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, you shall promptly notify Aeromexico of such request or requirement so that Aeromexico may seek to avoid or minimize the required disclosure and/or to obtain an appropriate protective order or other appropriate relief to ensure that any Confidential Information so disclosed is maintained in confidence to the maximum extent possible by the agency or other person receiving the disclosure, or, in the discretion of Aeromexico, to waive compliance with the provisions of this Workstation Rules Agreement. In any such case, and in addition to the notice contemplated in this paragraph, you will use reasonable efforts, in cooperation with Aeromexico, to avoid or minimize the required disclosure and/or to obtain such protective order or other relief to protect the Confidential Information. If, in the absence of a protective order or the receipt of a waiver hereunder, you are compelled to disclose the Confidential Information or else stand liable for contempt or suffer other censure or penalty, you will disclose only so much of the Confidential Information to the person compelling disclosure as you believe in good faith on the basis of advice of counsel as required by law. You shall give Aeromexico prior notice of the Confidential Information you believe you are required to disclose. Your confidentiality obligations hereunder shall survive the expiry of this Agreement in perpetuity. Aeromexico desires to protect its Confidential Information and therefore requires that you agree, as a condition of your performing services (“Services”) (to be performed under an agreement between Aeromexico and Company), to safeguard all Confidential Information and not reveal Confidential Information to any third party (including, without limitation, at conferences, seminars, meetings of professional organizations or by publication in journals or granting of interviews to journalists or other members of the news media) or use Confidential

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necessary for your performance of Services. You agree not to discuss Confidential Information in public places, and/or with any individual except to the extent strictly necessary for you to perform your duties. You agree that any work product produced or developed by you in the performance of Services shall constitute Confidential Information subject to this Workstation Rules Agreement and such work product is, and shall remain, the property of Aeromexico. If, in connection with your performance of Services, you use computer workstations, access Aeromexico systems, or have access to Aeromexico data or information that does, or could contain any of the following types of information, in addition to all other provisions of this Workstation Rules Agreement, you agree that you shall not access: • Your own Account or information related thereto for any reason; • Another employee’s Account or information related thereto if you have personal knowledge that the account holder is an employee; • Any Account or information related thereto held by anyone you know outside of work; or • Any Account or information related thereto that you are not required to access as part of your performance of Services. If, in order to perform your duties, you would require access to any of the above information, you will promptly notify Company and provide any information necessary for Company to seek a modification or exception from Aeromexico. You shall always sign off of or lock with a password protected screensaver your workstation whenever you are not working on it, including, but not limited to, time away from your desk for breaks, lunch, meetings, etc. You shall not give your password to any person and you shall not use another person’s password or identification number. Your password identifies you to the system. If your password is used by anyone in a manner that results in errors or fraud, you shall be held accountable for such errors or fraud. All terminals are subject to monitoring and terminal monitoring may occur simultaneously with telephone monitoring. In addition, you understand that all transactions in the system are recorded by the computer and that printouts listing all transactions by a personal identification number and password are monitored on a regular basis. These rules are extremely important. Any employee who willfully disregards these rules and regulations is subject to discipline, up to and including discharge from employment. You also agree to help safeguard Aeromexico customers’ (and/or employees’, as applicable) expectations of privacy by exercising diligence and care in the handling of Confidential Information relating to them.

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condition of performing Services, you agree to adhere to them. Your Signature: ____________________________ Your Full Name (print): ____________________________ Date: ____________________________ Name of Company: American Express Company (Mexico) S.A. de C.V.

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Purchase Option Rights to the Co-Branded Card Accounts Acquired Through Partner Channels Upon the expiration of the Initial Term of the Agreement, or any subsequent Renewal Term, AMEX agrees to (i) transfer the Co-Branded Card Accounts acquired through Partner Channels during the Term (the “Eligible Accounts”), (ii) assign the Co-Branded Cardholder agreements by and between AMEX and the Co-brand Cardholder corresponding to the Eligible Accounts, and (iii) assign its rights under the aforementioned Co-Branded Cardholder Agreements, to Partners or a third party they designate, subject to the following terms and conditions, and compliance by the Partners and Designated Purchaser (as defined below) with their respective obligations, as set out therein: (a) Partner Evaluation Option. Notwithstanding anything to the contrary contained in this Agreement or in any other contract or agreement between the Partners and AMEX, prior to the expiration or early termination of this Agreement, subject to Section 4.03, the Partners shall have the option to evaluate whether to purchase or arrange for a third party to purchase (the Partners or such third party, a “Designated Purchaser”) all of the Eligible Accounts and the receivables pertaining to such Accounts (the “Receivables”) (the “Purchase Option Assets,” and such option to purchase the Purchase Option Assets in accordance with this Schedule 7 the “Purchase Option”). The Partners may notify AMEX in writing of their intent to evaluate the Purchase Option Assets (“Evaluation Notice”); provided that such notice be given to AMEX (i) in the event that the Partners provide a notice of early termination of this Agreement under Section 4.02, concurrently with such notice of early termination, (ii) in the event that AMEX provides a notice of early termination of this Agreement under Section 4.02(d) or Section 4.02(f), within thirty (30) days after the Partners’ receipt of such notice of early termination, or (iii) in any other case, between eighteen (18) months and nine (9) months prior to the end of the Term. (b) Exceptions and Conditions to the Purchase Option. (i) The Partners shall not have the right to exercise the Purchase Option in the event that (A) then-Applicable Law requires the express consent of the Co-Branded Cardholder to effect such transfer and acceptance of the new cardholder terms and conditions, (B) AMEX terminates this Agreement due to a Partner Event of Default, or (C) the Partners have not achieved or exceeded their cumulative targets for BB of NAA, as set out in Schedule 5 hereunder. In the event the Evaluation Notice is issued during a Program Year, the cumulative targets shall be defined as the sum of the previous Program Years’ targets. For example, if the Partners provide the Evaluation Notice in Program Year 6, then the relevant BB of NAA target shall be the cumulative target for Program Year 5. (ii) If the Partners exercise the Purchase Option, following the transfer of the Purchase Option Assets and the assignment of the Co-Branded

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Purchase Option Assets, the assignee Partner or its third party designee shall not issue charge cards to the holders of the Accounts contained in the Purchase Option Assets. For the avoidance of doubt, a charge card is a card issued under a non-banking account, pursuant to which a cardholder may purchase goods and services from merchants subject to the terms of the cardholder agreement with no preset spending limit, and on which the full amount outstanding is required to be paid by the cardholder on receipt of his/her statement. (iii) AMEX shall be under no obligation to transfer the Purchase Option Assets or consent to the assignment of the Co-Branded Cardholder Agreements corresponding to the Accounts contained in the Purchase Option Assets if such transfer or assignment would be prohibited under then-Applicable Law; and (iv) The Designated Purchaser shall have entered into a Definitive Agreement in accordance with paragraph (h), below. (c) Prospective Purchaser Information. AMEX shall provide the Partners with such aggregate level data and information regarding the Purchase Option Assets as is set forth on Schedule 7(a) (the “Prospective Purchaser Information”) as soon as reasonably practicable but no later than sixty (60) days from the timely delivery of an Evaluation Notice. The evaluation period shall begin on the date of the issuance of an Evaluation Notice and end on the later of (i) the date on which the Partners provide either a Purchase Option Exercise Notice or No Interest Notice to AMEX, or (ii) ninety (90) days after delivery by AMEX of the Prospective Purchaser Information (such period, the “Evaluation Period”). The Partners may share the Prospective Purchaser Information provided to the Partners under this Schedule 7 with up to three (3) potential Designated Purchaser(s) and representatives of the Partners or such potential Designated Purchaser(s) for the sole purpose of evaluating a potential purchase of the Purchase Option Assets, provided such potential Designated Purchaser(s) and the Partners have entered into confidentiality agreements under which the potential Designated Purchaser(s) shall hold the Prospective Purchaser Information confidential. The Partners shall enforce any breach of such confidentiality agreement by a Designated Purchaser upon becoming aware of such breach. Timing of Exercise of Purchase Option. (d) Purchase Option Exercise Notice. If the Partners notify AMEX in writing of the Partners’ irrevocable intent to pursue the purchase of the Purchase Option Assets before the end of the Evaluation Period through the Designated Purchaser identified therein (“Purchase Option Exercise Notice”), AMEX and the Partners and the Designated Purchaser shall in good faith use commercially reasonable efforts to consummate the purchase of the Purchase Option Assets in accordance with the terms of a Definitive Agreement as set out in paragraph (h), below, and this Agreement at the Purchase Price. (e) Master File. No sooner than sixty (60) days from the timely issuance of a Purchase Option Exercise Notice and the Partners’ selection of a Designated Purchaser to acquire the Purchase Option Assets (or no sooner than one

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shall provide such Designated Purchaser with a master file containing the information set forth on Schedule 7(b); provided that such Designated Purchaser shall have executed a confidentiality and non-disclosure agreement with AMEX and/or its Affiliates using AMEX’s or its Affiliates’ customary form for any third parties receiving account-level information, including personally identifiable information, which agreement shall provide for the destruction of such file in the event the purchase of the Purchase Option Assets is not consummated, and provided that such Designated Purchaser is able to receive such information. (f) No Interest Notice. In the event that the Partners determine not to pursue a purchase of the Purchase Option before the end of the Evaluation Period, the Partners shall provide AMEX with a notice of no interest (“No Interest Notice”). (g) Purchase Option Expiration Date. (i) In the event that any of the following events occur, the Purchase Option shall expire upon the date on which the earliest of such events occur (“Purchase Option Expiration Date”): (A) the time period for the Partners to provide the Evaluation Notice under paragraph (a) has expired without the Partners issuing an Evaluation Notice, (B) the Partners issue a No Interest Notice, (C) the Evaluation Period has expired without the Partners issuing a Purchase Option Exercise Notice, (D) the purchase and sale agreement with respect to the Purchase Option Assets is terminated or expires in accordance with its terms, (E) the Partners or the Designated Purchaser fails to purchase the Purchase Option Assets on or prior to the Purchase Option Closing Outside Date, or (F) AMEX, the Partners and the Designated Purchaser fail to reach mutual agreement on a Purchase Option Closing Outside Date extension. At the end of the Term, AMEX shall have the right to convert the Co-Branded Cards to AMEX Cards, subject to Section 4.05. Purchase Mechanics. (h) Purchase Closing. In connection with the sale of the Purchase Option Assets, as expeditiously as practicable after the Partners have timely provided a Purchase Option Exercise Notice to AMEX, AMEX shall, and the Partners shall cause the Designated Purchaser to negotiate in good faith, execute and deliver all necessary agreements, instruments and other documentation customary for a transaction of this kind, including a definitive purchase and sale agreement between Amex and the Designated Purchaser (the “Definitive Agreement”), which agreements may require each of AMEX, the Partners and the Designated Purchaser (as applicable) to agree to certain representations, warranties, covenants, indemnities and other terms and conditions usual and customary for a transaction of this kind in a market where these types of transactions occur, including a conversion plan for the conversion of the Purchase Option Assets at closing. All such agreements shall be in a form customary for a transaction of this kind and otherwise reasonably acceptable to AMEX and the Designated Purchaser. AMEX and the Partners shall cause the

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consummate the sale of the Purchase Option Assets no later than one hundred eighty (180) days from the later of (i) the date on which the Partners timely provided a Purchase Option Exercise Notice to AMEX and (ii) the end of the Term (the “Target Purchase Option Closing Outside Date”). Upon the closing of the Purchase Option and transfer of the Purchase Option Assets pursuant to the Definitive Agreement, AMEX will cease to have any right, title or interest in or to the Purchase Option Assets. AMEX and the Partners shall cause the Designated Purchaser to in good faith use commercially reasonable efforts to expeditiously take all such additional actions as may be reasonably required in order to consummate the purchase of the Purchase Option Assets as contemplated hereby. (ii) The Purchase Price determined pursuant to this Schedule must be expressed as a nominal amount expressed in US Dollars. (iii) Within thirty (30) days of the Partners’ delivery of the Purchase Option Exercise Notice, AMEX and the Designated Purchaser shall enter into good faith negotiations for a period of thirty (30) days to determine the Purchase Price. (v) Subject to the execution of a valid and binding confidentiality obligation or agreement applicable to the Confidential Information and consistent with the terms of this Agreement, each of the Appraisers will be provided only with (and instructed to use only) (A) the Prospective Purchaser Information, and any other necessary information reasonably requested by the initial Appraisers to evaluate the fair market value of the Purchase Option Assets as of a valuation date selected by the Parties for such purpose. Such valuations will be performed on the basis of the assumptions set forth in this Schedule 7(c) and AMEX, the Partners, and the Designated Purchaser shall instruct the Appraisers to complete their respective valuations within twenty (20) days after

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(vii) If the Third Appraiser valuation is: (K) equal to either the AMEX Appraiser valuation or the Designated Purchaser Appraiser valuation, then the Third Appraiser valuation shall constitute the fair market value for purposes of determining the Purchase Price; (L) inside the range bounded by the AMEX Appraiser valuation and the Designated Purchaser Appraiser valuation, then the average of the two (2) valuations that are closest in amount to each other shall constitute the fair market value for purposes of determining the Purhcase Price; and (M) outside the range bounded by the AMEX Appraiser valuation and the Designated Purchaser Appraiser valuation, then the median of the three (3) valuations shall constitute the fair market value for purposes of determining the Purchase Price.

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Purchaser Appraiser and AMEX shall bear the expenses of the AMEX Appraiser. The Designated Purchaser and AMEX shall share equally the expenses of the Third Appraiser. (i) Conversion Costs. Subject to paragraph (h), each Party shall bear its own costs associated with the sale and conversion of the Purchase Option Assets. Extension of Closing. In the event that the consummation of the sale of the Purchase Option Assets requires a longer period of time than the time period set forth in this Schedule, the Parties hereby acknowledge and agree that they extend the closing of the Purchase Option and transfer of the Purchase Option Assets for a period as mutually determined, provided that such extension shall not exceed a period of six (6) months following the Purchase Option Outside Closing Date.

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Prospective Purchaser Information • Twenty four (24)-month history of the following aggregate level data for the Purchase Option Assets, expressed quarterly, as follows: Trailing Twelve Months as of Trailing Twelve Months as of Month, 20XX Month, 20XX Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Account Metrics Total Accounts Active Accounts New Accounts Volu me Metrics Total Billed Business Charges at AM Service Establishments, expressed as a percentage of Total Billed Business Deli quency Net charge-offs Tota l Co-Branded Cardholder revenue • Current month distribution of accounts and balances by: o Credit bureau score, within ranges, at AMEX’s discretion o Time on book • Current charge-off policy

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Master File Information

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Assumptions for Determination of Fair Market Value In valuing the portfolio separately, the appraisers shall take into consideration, among other things: (A) Assume a 7-year endorsement of the existing program by AM and PLM; (B) Consider historical performance of the portfolio while also considering market and portfolio trends and pending regulations, if any; (C) Assume the economics of the Program between the Parties (including the then-existing value proposition, funding as provided by the Parties and Program revenue), and the same level of support from AM shall remain in effect over the applicable term of the endorsement; (D) Cardholder terms and value proposition will be evaluated, including costs of providing such Cardholder terms and value proposition, based on current terms and conditions at the time of valuation; (E) Assume no new accounts shall be added to the portfolio of Accounts; (F) Receivables at the time of closing shall be purchased at no less than par value; and (G) Include the residual value of the portfolio after the AM and PLM endorsement expires.

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Co-Branded Card Designs a) b) c)

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AMEX Marks a) American Express® b) La Tarjeta American Express® Aeroméxico c) The Gold Card American Express® Aeroméxico d) The Platinum Card American Express® Aeroméxico

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PLM Marks “Club Premier” “CP” “Puntos Premier” “El Punto es Sorprenderte” “Club Premier Oro” “Club Premier Titanio” “Club Premier Platino” “Boleto Premio” “Boleto Premio Siempre” “Boleto Premio Clásico”

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AM Marks

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Protective Action Events AM Protective Action Events. Each of the following constitutes an AM Protective Action Event. (1) The occurrence of an event that gives AMEX the right to terminate the Consumer Co-Brand Card Program Agreement, including an event of force majeure, subject to Section 9.01. This provision is not intended to waive, limit or modify any other remedies available to AMEX in connection with the underlying event. (2) A breach of AM’s obligations set forth in any of the following sections of the Agreement: 2.02(e) 2.02(j)(x) 2.02(m) 2.04(e)(iii) 2.04(e)(x) 2.07 (3) Failure by AM to deliver on its obligations to provide the benefits related to the Co-Branded Card products, as set out in Schedule 1. (4) A reduction in AM’s capacity of more than fifty percent (50%) in terms of the number of daily seats offered by AM in comparison to the number of daily seats offered by AM as of the Effective Date. PLM Protective Action Events. Each of the following constitutes an PLM Protective Action Event. (1) The occurrence of an event that gives AMEX the right to terminate the Consumer Co-Brand Card Program Agreement, including an event of force majeure, subject to Section 9.01. This provision is not intended to waive, limit or modify any other remedies available to AMEX in connection with the underlying event. (2) A breach of PLM’s obligations set forth in any of the following sections of the Agreement: 2.02(b)(ii)(C) 2.02(e) 2.02(j)(ii) 2.02(j)(iii) 2.02(j)(vi) 2.02(j)(x) 2.02(m) 2.04(e)(iii) 2.04(e)(x) 2.07

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Branded Card products, as set out in Schedule 1. (4) A failure by PLM to treat the Loyalty Points that are accumulated by Co-Branded Cardholders pursuant to this Agreement at least as favorably as the Loyalty Points that are accumulated by any Member other than a Co-Branded Cardholder. AMEX Protective Action Events. Each of the following constitutes an AMEX Protective Action Event. (1) The occurrence of an event that gives a Partner the right to terminate the Co-Branded Card Agreement, including an event of force majeure, subject to Section 9.01. This provision is not intended to waive, limit or modify any other remedies available to the Partners in connection with the underlying event. (2) A breach of AMEX’s obligations set forth in any of the following sections of the Agreement: • 2.02(e) • 2.02(m) • 2.04(d)(iv) • 2.04(d)(vi) • 2.04(d)(x) • 2.04(d)(xi) • 2.07 (3) A failure by AMEX to deliver on its obligations to provide the benefits related to the Co-Branded Card products, as set out in Schedule 1. .

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Data Sharing Requirements 1. Loyalty Program Database Requirements and Specimen Data File a. PLM shall make available a file of eligible Members’ data derived from the Loyalty Program Database (each such member being a “Prospect”) to include, in respect of each Prospect, those data fields indicated in the table in Section 1(c) below (each such file being a “PLM Database File”). PLM shall notify AMEX of the number of Prospect records comprised in each PLM Database File. PLM shall have the consent of each Member in the PLM Database File to share their personal data with AMEX in accordance with the Federal Data Protection Law in Possession of Private Persons (“Federal Data Protection Law”). b. PLM will share on a quarterly basis to AMEX the PLM Database File for Co-Branded Card acquisition only according to the following schedule: 1Q- December 26th to 30th 2Q- March 15th to 20th 3Q- June 20th to 25th 4Q- September 20th to 25th c. Subject to Section 1(d), the PLM Database File must include the following fields of information, if available in the Member’s registry: Field Name MEMBERSHIP_NO (FF #) DATE_OF_BIRTH FIRST_NAME LASTNAME MOTHERNAME TTL_TITLE The Airline Affinity Score and Loyalty Program Affinity Score shall be EMAIL mutually defined for purposes of STREET AMEX acquisition efforts. BUILDING LOCALITY d. As provided in Section 2.05(c)(iii), TOWN PLM shall flag the following Members REGION and exclude information pertaining to such Members from the PLM Database ZIP_CODE File: STATE_CODE COUNTRY_CODE • Existing Co-Branded CONTACT_TYPE Cardholders ISD_CODE • Cardholders of a Competing AREA_CODE Co-Branded Card CONTACT_NO CONTACT_NO CEL • Members under eighteen AIRLINE AFFINITY SCORE (18) years of age LOYALTY PROGRAM AFFINITY SCORE

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• Members who have declined sharing under Applicable Law or PLM’s privacy policy e. Thirty (30) days after the quarter when AMEX has used the PLM Database File, AMEX shall provide to PLM the database feedback for each one of the records shared, using the following layout: Channel Telephone Email Contact date Number of attempts to contact N/A Email open rate; bounce back, if Success of right party contact Yes or No available Any updates of the below information Phone Number N/A Email N/A Street N/A Building N/A Locality N/A Town N/A Region N/A Zip Code N/A State Code N/A Country Code N/A f. If AMEX does not provide such feedback within thirty (30) days, then AMEX shall not receive access to the PLM Database File in the following quarter. For example, if AMEX receives the PLM Database File in the first quarter, but AMEX fails to provide the required feedback within thirty (30) days following the end of the first quarter, then AMEX shall not receive access to the PLM Database File in the third quarter. 2. AM Database Requirements and Specimen Data File a. AM shall make available a file of eligible AM Customer’s data derived from the AM Database (each such customer being a “Prospect”) to include, in respect of each Prospect, those data fields indicated in the table in Section 2(c) below (each such file being a “AM Database File”). AM shall notify AMEX of the number of Prospect records comprised in each AM Database File. AM shall have the consent of each AM Customer in the AM Database File to share their personal data with AMEX in accordance with Federal Data Protection Law. b. AM will share on a quarterly basis to American Express the AM Database File for Co-Branded Card acquisition only according to the following schedule: 1Q- December 26th to 30th 2Q- March 15th to 20th 3Q- June 20th to 25th 4Q- September 20th to 25th

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c. Subject to Section 1(d), the AM Database File must include the following fields of information, if available in the AM Customer’s registry: Field Name DATE_OF_BIRTH FIRST_NAME LAST_NAME EMAIL d. As provided in Section 2.05(c)(iii), AM shall flag the following AM Customers and exclude information pertaining to such AM Customers from the AM Database File: • Existing Co-Branded Cardholders • Cardholders of a Competing Co-Branded Card • Members under eighteen (18) years of age • Foreign domiciled Members • AM Customers who have declined sharing under Applicable Law or AM’s privacy policy e. Within thirty (30) days after the quarter when AMEX has used the AM Database File, AMEX shall provide to AM the database feedback for each one of the records shared, using the following layout: Channel Telephone Email Contact date Number of attempts to contact N/A Email open rate; bounce back, if Success of right party contact Yes or No available Any updates of the below information Phone Number N/A Email N/A Street N/A Building N/A Locality N/A Town N/A Region N/A Zip Code N/A State Code N/A Country Code N/A

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receive access to the AM Database File in the following quarter. For example, if AMEX receives the AM Database File in the first quarter, but AMEX fails to provide the required feedback within thirty (30) days following the end of the first quarter, then AMEX shall not receive access to the AM Database File in the third quarter. b. The following requirements apply for email campaigns: i. The Partner providing the Database File must approve the conent of the email message that will be sent to the Prospect, such approval not to be unreasonably withheld, conditioned or delayed. ii. On a quarterly basis, thirty (30) days before the beginning of the quarter, AMEX shall provide a timeline indicating on which days it will deploy the email communications to the applicable segment of the Database File to allow the Partners to coordinate their own internal communications accordingly. 4. Side Letter Consent to Data Sharing As a condition precendent to the sharing of any Database File, the Parties must execute that certain Side Letter on Data Protection Law. 5. AMEX Data File Screening Upon receipt of each Database File from the Partners, AMEX shall screen each Prospect record comprised in such Database File to exclude registers based on the following criteria:

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• Prospects that have indicated that they are not willing to receive marketing (whether or not through failure to tick an “opt in” or through ticking an “opt out”); • Prospects included on the Consumer Protection Offices (PROFECO and CONDUSEF) “do not call” databases. • Prospects that have executed data privacy choice rights in accordance with Federal Data Protection Law (“ARCO rights”). AMEX warrants that the information held in the AMEX Database in this regard shall, at all times, be accurate and, so far as reasonably possible, up-to-date, but if any such information should prove to be inaccurate or not up-to-date causing Partners to suffer or incur any Losses, AMEX shall indemnify Partners in respect of the same. All Prospect record matches which are identified by AMEX in accordance with the procedure set out herein shall be clearly marked by AMEX as ineligible for the purposes of receiving any marketing communication in connection with the promotion of the Co-Branded Card. All Prospect records sent by the Partner should be eligible for the purposes of receiving marketing communications in connection with the promotion of the Co-Branded Card. 6. AMEX Data Sharing a. Subject to the conditions precedent set out below, AMEX shall make available a daily file of Co-Branded Cardholders’ data, to include data on Co-Branded Cardholders’ Charges in the Territory, aggregated within defined industry categories, expressed as behavioral scores, indexed to total Co-Branded Card Account Portfolio behavioral averages which shall be calculated on an annual basis during the Term (the “AMEX Data Sharing”). b. Notwithstanding the foregoing, any data shared must be in compliance with Applicable Law and any agreement on additional data elements would be predicated upon no changes or pending changes to such Applicable Laws. The following are conditions precedent to AMEX’s obligation to effect the sharing of data: • Updated privacy disclosures shall be in place for all Co-Branded Cards; • Co-Branded Cardholders shall have provided their explicit consent to sharing data in accordance with the Federal Data Protection Law; • Industry categories shall be defined by AMEX in aggregate; • Any technology development or modification to AMEX systems required shall not commence prior to the Effective Date, but shall be completed by September 30th, 2017, unless otherwise mutually agreed by the Parties, such approval not to be unreasonably withheld, conditioned or delayed and; • Any and all expenses related to the implementation and ongoing fulfillment of the AMEX Data Sharing, including the development of any technology and/or data files, the management and operation of such files and any other incremental costs associated to fulfilling its obligations in respect of the AMEX Data Sharing, shall be borne by PLM, up to a maximum amount to be mutually-agreed by the Parties. In the event that any of the conditions precedent is not satisfied, AMEX shall not have the obligation in respect of the AMEX Data Sharing.

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c. AMEX shall share data pursuant to the following format: Indexed transaction data on a Member basis describing the use of Data: Co-Branded Cards Universe: Co-Branded Card transactions generated in the last period Format: pipe '|' delimited file with headers and double delimiter for missing values Frequency: Daily (weekday) Data Content Notes Category 1 Text Industry/Category to which the affiliation belongs Index Spend 1 Real Category 2 Text Industry/Category to which the affiliation belongs Index Spend 2 Real Category N Text Industry/Category to which the affiliation belongs Index Spend N Real Date Date Day where the transaction occurred Member Id Text CP Membership number Aeromexico Affinity

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Loyalty Program Terms and Conditions l. Club Premier Program 1. Registration for Club Premier is available for anyone over two years old who lives in Mexico and in those countries where this type of Programs are not prohibited. 2. In the case of minors and disabled Club Premier Members, the person who according to the applicable law exercises parental authority or guardianship on such people are the only ones authorized to and accountable for representing them in their capacity as Club Premier Members, for each and every one of the processes that may be required in that capacity. The staff of Club Premier may request at any time to the person exercising parental authority or guardianship over a Club Premier Member, to evidence such capacity, and any arrangement or paperwork performed by such person will be deemed under affirmation to tell the truth and they shall take total and absolute liability for any such act which expressly frees Aerovias de Mexico, S.A. de C.V. of any responsibility in this regard and agrees to hold it harmless from any dispute arising from such circumstances. 3. Following are the current procedures for joining Club Premier: • Calling the Club Premier Call Center where you will provide your data • Via Internet, by entering your information in the website aeromexico.com. • Through a paper format, filling a Club Premier Enrollment Application and delivering it to an executive of Aeromexico. • Through bookings via Aeromexico ticket offices and the reservation's system. 5. When an individual joins Club Premier through Internet, after entering all his/her data, the system will provide a Club Premier Account Number, which will be registered to the program 72 hours after the procedure. 6. When an individual joins Club Premier through the paper format, he/she will receive a temporary card which will include his/her Club Premier Account Number, which will be registered into the program within 15 days of the date the format was completed and submitted. 7. When an individual joins Club Premier by filling a paper format that does not have a card attached to, nor a Club Premier Account Number, the applicant shall call the Club Premier Call Center a week after submitting the format to get a Club Premier Account Number; upon reception of this number, it is confirmed that the Club Premier Member is registered in the Program. 8. The Club Premier card will be handed over to people who join the program according to any of the applicable procedures and that within 6 months of enrollment they make at least one Authorized Transaction. 9. By joining Club Premier, Club Premier Members are subject to and bound by Club Premier applicable terms, rules, conditions and policies included herein or in subsequent versions of this document issued by Aeromexico. 10. The Club Premier Card must be shown by the Club Premier Member for any Club Premier procedure. 11. Aerovias de Mexico, S.A. de C.V. is the sole owner of the Club Premier Card, and it reserves the right to claim its return or to revoke or cancel it at any time at will, with the Member undertaking to comply with the instructions issued by Aeromexico for this end, expressly waiving the exercise of any action for this reason. The Club Premier Card is not transferable and its use is governed by the applicable Terms and Conditions of Club Premier. The Club Premier Member takes responsibility for the use of the Club Premier Card assigned.

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any Club Premier Member from the Program, due to the breach of the Terms and Conditions of Club Premier or so to suit their interests, being deemed sufficient a written notification to the Club Premier Member, 24 natural hours in advance. The temporary suspension will result in the disqualification of the Club Premier Account during the term thereof, therefore the Club Premier Member will not be able, during this term to: earn Points, redeem Points credited to his/her Club Premier Account and all the benefits he/she is entitled as Club Premier Member will be suspended. The definite dismissal will result in the permanent cancellation of the Club Premier Account, the credited Points and all the benefits as Club Premier Member. 13. Each Club Premier Member will be assigned a Club Premier Account Number where the Points earned in an Authorized Transaction will be credited. For an Authorized Transaction to accumulate Points it must be performed by the holder of the Club Premier Account where the Premier Points will be accumulated. 14. Only the Club Premier Member will have access to information of his/her Club Premier Account, therefore he /she will be assigned a Personal Identification Number (PIN) which is confidential and its use is the responsibility of the Club Premier Member. 15. The Premier Points accumulated in each Club Premier Account have no monetary value, therefore they are not redeemable for cash, they are likely to be combined with other Club Premier Account to be redeemed or exchanged for exchange Benefits of the Program provided a charge of USD $10 plus tax per every 1,000 Premier Points transferred. If the transfer is made between members of a family group this amount will not be charged. 16. Each Club Premier Member will be assigned a Club Premier Account where the Premier Points will be accumulated, if for some reason a Club Premier Member has two or more Club Premier Accounts, the balance in these accounts will be concentrated in one account, discounting from one of the accounts the Premier Points granted at the time of enrollment, since that bonus is awarded for a single occasion upon enrollment to Club Premier and the other account shall be deleted; all other duplicated transactions will also be deducted. 17. Club Premier Members without activity in their Club Premier Account during any consecutive 12-month period, after the date they joined the program, will be removed from the program. 18. The Premier Points credited to each Club Premier Account as of April 25, 2010 do qualify as activity to add 24 more months to the life of your Club Premier Points balance. If the account has no qualifying activity in a 24-month period, all Points in the account will expire, if the accreditation is retroactive, the date on which the service was accrued shall be taken into account, not the date on which the Points were credited. 19. The Club Premier Account without activity within 36 months following the date of the last transaction will be removed from the program. 20. It is the responsibility of the Club Premier Member to notify any change of address, telephone and/or email to Premier Club, namely to the Club Premier Call Center via phone, email or fax; as long as the Club Premier Member does not notify any of the changes mentioned above, all communications made in accordance with the recorded data shall be fully effective. 21. Aeromexico reserves the right to modify or discontinue, temporarily or permanently, any or all terms of the Program, including promotions and benefits, with or without previous notice. 22. The Club Premier Member takes full responsibility for the use of the Club Premier Card assigned, and agrees to report to the Club Premier Call Center the loss or theft of such card, without such report releasing the Club Premier Member from his/her responsibility. 23. Aeromexico is the only entity with power and authority to resolve all matters concerning Club Premier, reserving the right to apply and interpret these Terms and Conditions and their scope, as well as to resolve in its sole and absolute discretion any situation not covered by therein.

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24. Aeromexico flights are those flights that contain or are defined as AM code. 25. The Club Premier Benefits can be transferred to any person designated by the Member upon request. If you request a Club Premier Award Ticket for an international flight, the payee name must match the one on his/her passport. 26. On each flight with Aeromexico, SkyTeam ™ airlines and other airline partners, there are a default number of seats to be used by Club Premier Members in exchange for the Points accumulated in their Club Premier Account in accordance with these Terms and Conditions miles. 27. Club Premier Award Tickets issued to use the passenger air transportation services provided by SkyTeam™ airlines and airline partners apply only in round trips. Except as otherwise specified. 28. For Club Premier Award Tickets with SkyTeam™ airlines and airline partners, there are no refunds, once the journey has started. 29. The blackout periods, as well as restrictions and seat availability on SkyTeam™ airlines and airline partners, will be determined by each airline and may vary from time to time without notice. 30. The Club Premier Award Ticket is valid for 12 months from its issue date. After this time has elapsed the ticket is no longer valid, so it cannot be refunded, Mileage cannot be reinstated nor will it be possible to extend the validity of the ticket for any reason. 31. The Club Premier Award Tickets apply on direct flights; if there is no direct route, an immediate connection within 24 hrs. after the first flight is allowed, which can be used the next day, only if the day arriving to the connection there are no more flights to the final destination. The connecting flight coupon will be canceled if it is not used within this time, therefore it cannot be used later or request its reimbursement under any charge and for any reason. In this case, the Club Premier Award Ticket and the complete route will be considered a single benefit, applying the relevant Mileage charge according to the Redemption Benefits Chart in force, unless otherwise specified. 32. If the Member requests a Club Premier Award Ticket for a route with connections, and there is a direct route to the final destination, it will be allowed. 33. Flight connections for Club Premier Award Tickets will apply on the same or different carrier, depending on each airline policies. 34. Once issued the Club Premier Award Ticket and still in force, date changes may be requested at no charge as long as the Club Premier Award Ticket has been redeemed from the Member's Gold or Platinum Clup Premier Account. Changes in routes, payee name, class, or cancellation of the ticket for the resettlement of Points, will be charged USD $25.00 USD plus tax or equivalent in national currency and can only be processed when confirmed in oner of the Aeromexico ticket office as long as the ticket is valid. It must be paid only at Aeromexico Ticket Offices. It will be necessary to submit a copy of the respective payment for any clarification. 35. Once issued the Club Premier Award Ticket and still in force, date changes may be requested paying the charges in force, as long as the Club Premier Award Ticket has been redeemed from the Member's Classic Club Premier Account. Changes in routes, payee name, class, or cancellation of the ticket for the resettlement of Points, will be charged USD $25.00 USD plus tax or equivalent in national currency and can only be processed when confirmed in oner of the Aeromexico ticket office as long as the ticket is valid. Payment must be made only at Aeromexico Ticket Offices. It will be necessary to submit a copy of the respective payment for any clarification. 36. Charges apply for issuing Club Premier Award Tickets, depending on the level of the Club Premier Account holder the Points were redeemed from.

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and/or designated beneficiaries shall be paid in cash at the time of delivery of the Award Tickets. If the home delivery service is used, the o Account's Holder credit card will be automatically charged for taxes, fees, and the delivery service, according to the applicable terms and conditions and valid fees. 38. Club Premier Benefits do not have monetary value, and once acquired, is the Member's responsibility to use it appropriately, and it is forbidden for the Member to sell such benefit. 39. In case of loss or theft of Award Tickets, Aeromexico loss or theft policies in force apply. The Club Premier Award Tickets (tickets with no fare charge) are subject to availability and capacity, which will depend on the demand for each flight and varies according to schedule, route, date (among others) of each flight. III. SkyTeam™ Awards Award Tickets General Conditions 40. Applies on any route operated by SkyTeam™ airlines. 41. The most direct route is used for the itinerary. 42. On routes between any point on the American continent and to/from Europe, Africa, Israel and the Middle East, the journey must be made via the Atlantic Ocean. 43. Applies only in round trips. 44. On routes between any point of the Americas and to/from Asia, Australia, New Zealand and the South Pacific, the journey must be made via the Pacific Ocean (except in those cases where the final destination can only be offered with Air France or KLM connecting in Europe via the Atlantic Ocean, in this case the passenger must return by the same route). 45. Under no circumstances are trips allowed via the Atlantic Ocean returning via the Pacific Ocean or vice versa, unless the Member agrees to pay the Mileage corresponding to the world tour mileage. 46. Up to six coupons per round journey are permitted. 47. One stop is allowed in one of the connection points. A stopover is defined as any city part of the itinerary, where the passenger wishes to stay more than 24 hours before continuing his journey 48. An open-jaw destination is allowed. If the open-jaw occurs between different parts of the journey the highest Mileage level applies. 49. Side-trips are not allowed. 50. It is not allowed to connect more than twice in the same city (once on each half round-trip). 51. Flights between the United States and Guam with Korean Air are not allowed. 52. Flights within Japan with Northwest are not allowed if they do not come from an international connection also with Northwest. Ticket Validity 53. The ticket is valid for one year from the date of issuance. The validity of the tickets cannot be extended for any reason.

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54. Children and infants occupying a seat, require the same number of Premier Points than any other Member. Changes and cancellations 55. Any changes must be requested directly at the Aeromexico Club Premier Call Center Any change is upon request and is subject to confirmation by the airline(s) operating the requested stretch. 56. Before the ticket is issued, any change is allowed at no charge provided that the requested change adheres to the Terms and Conditions of the SkyTeam™ Awards Award Ticket. Similarly as long as the ticket has not been issued, the member may cancel the reservations and request their Points to be reinstated with no charge. 57. Once the ticket has been issued and as long as the journey has not begun, change of date, flight, route or cancellation of the ticket is allowed, subject to applicable charges under the Club Premier Program. 58. After the journey has started, the member may change flight or date, subject to applicable charges under the Club Premier Program. 59. After the journey has started it is not allowed to change names or reinstate Points, in case the passenger decides to cancel the itinerary of his/her Award Ticket. Other conditions 60. It is the Award Ticket holder responsibility to, prior to departure, have a valid passport and the necessary visas required for the countries he/she will visit. IV. World Tour General Conditions 61. You have to travel always in the same direction, whether east or west. 62. Seats are subject to availability and confirmation by the participating airlines. 63. Applies only on flights operated by SkyTeam airlines: Aeroflot, Aeromexico, Air Europa, Air France/KLM, Alitalia, China Southern, Czech Airlines, Delta, Kenya Airways, Korean Air and Northwest. 64. The journey must finish in the same country and in the same city it started or a city near the city of origin. 65. You are allowed a maximum of six stops during the journey before returning to the country of origin, with a maximum of three stopovers per continent. 66. For purposes of the SkyTeam™ World Tour Award Ticket, a stopover is defined as any city part of the itinerary, where the passenger wishes to stay more than 24 hours before continuing his journey. 67. The city of origin and destination are not considered stopovers. 68. Flights between stopovers must be direct or with immediate connection. 69. Up to six connections are allowed. 70. Is not allowed to connect more than once in the same city (except in the country of origin, in those cases where it is necessary to return to the city of origin).

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72. Trip interruption is allowed, which counts as a stopover. 73. The journey may start in any city of the world (provided there is a flight operated by a SkyTeam™ airline). 74. The travel areas where this ticket may be used are: North, Central and South America, Europe, Africa, Oceania (Australia) and Asia. 75. The Member may stay at each stopover as long as he/she wants, provided the ticket is still valid. Eligibility 76. The Redemption chart applies 100% regardless of the level of the Member, meaning that the same amount of Points is required regardless of whether it is a Classic Club Premier Member or a Comet Member. Application 77. Applies for Economy Class or Business Class / Premier Class. All flights must be booked in the same class: Economy or Business. Validity 78. The ticket is valid for one year from the date of issuance.

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Total Tangible Value Analysis—Illustrative Example [See the following pages]

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