# Transcript of Record — Pan American World Airways, Inc. v. United States > Briefs, arguments, decisions, and more. URL: https://www.frixlaw.com/law-library/documents/brief%3Amicro_IA40386410_0138%3A06 ## Record - **Collection:** Supreme Court brief - **Document type:** Transcript of Record - **Published:** January 1, 1963 - **Citation:** 371 U.S. 296 ## Text "TRANSCRIPT OF RECORD > ”~ ET AL. . ‘INDEX as VOLUME VI, . Original Print Record from the United Sta Mtg Court for 7 the Southern District of New York © Continued Pan American World Alvouys: Ine? Exhibits— - Contitined 4 Bate tok 57—Amendment: No. 1 ft Genera! Traffic and, Sales Ageney Agreement between Pan 7 * American World Airways, Inc. and. Aerovias Nacionales de Cae, S.A. dated June 1s, 1957 ¢ 2300 23838 1962 ReEcorp PREss Prax ten Rete York, Me Ea OCA, ii « @-- 4, INDEX . . Record from the oN States District Court for - the Southern District of New York—Continued. Pan American World Airways, Inc. Exhibits— Continued 58—Amendment No. 2 to General: Traffic and Sales Ageney Agreement between Pan American World Airways, Ine. and Averovias Nacionales de Colombia, ‘S.A. dated January: 30, 1958 on 59—Amendment No. 3 to General Traffic and Sales Agency Agreement between Pan | American World Airways, Ine. and ‘Aerovias Nacionales de Colombia, S.A. dated March 31, 1958 - 60—Amendment No. 4 to General Traffic and Sales ng Agreement between Pan, American Id Airways; Ine. and Aerovias oy ales de Colombia, S.A. dyted October 30, 1958 61—Agreement for ground services and use of ground facilities by scheduled operators briween Pan American Airways, Ine. and Braniff Airways, Ine. dated April 27, 1944 62-—-Amendment No. I ,to Ground Fac ilities *- +» and Services” Agtecment between Pan > American Airways, Ine. and Pr: fit? Air- w- ways, Ine. dated Septembér 27, 1948 63-——Amendment 11 to Ground Facilities ‘and Services Agreement between Pan Amer- ican Airways, Inc. and Braniif Airways, Ine. dated October 31, 1949 64—Amendment. No. III to. Ground Facilities and: Services Agreement. between Pan American Airways, Ine. and Braniff Airways, Inc. dated December 7, 1949 65—Amendment IV to Ground Facilities and Services Agreement between Pan Amer- iean World Airways, Inc. and Braniff_ ' Airways, Inc. dated July 20, 1950 wa Bi gs” Original 2302 2304 2306 2308 2318 Print 2385 2397 2389 ° 2391 2399 - 2404 2407 2410 2 INDEX * an Original Print Record from the United sstates Distriet Court) for the Southern District oi New York Continued — Pan Atneriean World Airways, tic. Exhibits Continued , + 4 6O—Assiznment agreement between Pan Amer- ican World Airways.. Ine. and Aero- puertos Unidos, Sud. dated April 30, 152° 232¢ 0 2413 67 —Letter agreement between Pan American. ° World Airways, Tne. and Braniif Air- . Ways, Ine. dated November Ts. 1954 ~ 2328 2413 6s—Amendment No. Vo to Ground Facilities amd Services Agreemen’ between Pan American World Airways, Ine. and Brant? Airways, Ine. dated June 20, 1957 | . | » 2331 2a 69—Amendinent Vio to Ground Facilities and ; Services Agreetient between Pan Amer- . iegn. World Airways, Inc. and Branitf Airways, Incorporated ‘dated October 21,1957 ; 2332 417 7TO--Letter agreement between Pan American © Airways, Ine. anc Panair Do Brasil, S.A. aceepted November 16, 143 + - 2334 9 2420 Tl—gAgreenient between -Pan’ Amerjean —— y INDEX Record trom the United States District Court: for ‘the Southern District of New York-—Continued Pan American World Airways, Ine. Exhibits _ Continued, © 117—Memorandum foe Mr. Hoyt from Ro oH. Patehen (sie) dated November 27, T82s »115—Letter from Peruvian Airways. Corpora. tion by H.R. Tarris to Pernvian Air- ways Corporation, New York, dated December 5, 1928 119—Meinorandum,re operating history of Pau | American Airways, Ine. by 4. T. T. dated December 22,° 102s 120—Letter to Henry Breckinridge from J..1 ‘To dated, December 24, 1925 0° 121—Letter to TH. Case Willeox from J.T. Trippe dated January 5, 1929 122—Memorandum to Valverde from Patehin dated January 12, 1929 -* 123—Letter.to the representative of Huff Da- land “Dusters, Inc. from Postal and Telegraph Administration of Peru, A. Ss. Salazar, Secretary General. dated January 19, 1929 124—Memorandum re tentative estimate of * proposed airway service between Colon, . CA. and Santiago, Chile, by Waiter — » Jacob dated January 23. 1929 15-—-Pan Amerivan Airways, Tne. memoran duin te J. TO Trippe from Walter Phelps Jacobs, dated January 24, 1929 126--Letter to Pan American Airways, Ine from SCADTA dated January we 124 ‘27 —Adeertiséments for foreign airmail ser vice Post Office Departinent from Cris tobal Canal Zone to Santiago, Chile dated January $b. 192% 12s—Pan American Airways. due memorat e dum te ROH) Patehin from Walter P dacet dated February 1 129 \ “ Original “PANT D490) 244 P00 POA 2508 VOLO vil I’rint YON at 6 ys . 609 2610 vill INDEX Retord from the United*States District Court for . the Southern District of New York-—Continued Pan Americar World Airways. Ine. Exhibits ‘Continued 129—Department of State press release re aircraft facilities in United States, Panama Canal Zone, afid Colombia ( Ketiogg-Olaya Agreement dated Feb- ruary 23, 1929 _1380-—Airmail proposal, bond and oaths by Pan American-Grave Airways, Ine. dated February 26, 1929 131—Letter to the Postmaster General from Pan 162—Letter te President of Pan. American ‘from Washington Represeitative oNa- yi gle dated June 17,1931 168—Letter te Walter FL Brow from Thomas B. Doe dated ely 2. 1031 lé4— Letier to Thomas 16. Doe from Walter F. Brown dated July. 7.- 151. 169—-Carble to J.T. Trippe from Tiet yen dated , July 10, 1931 . ee 166—Telegram te Tietjen from Trippe dated ‘July 1 193t ease 167—-Letter to’ President: from J.T. Trippe datedeSeptember 4. 131 lés—-Agreement between Uraba. Medellin & Central “Airways. Ine. and Gonzalo - Mejia dated Septetuber 10, 1921 169—Clip ying from the New York Times dated *Pecember 12, 1931 170- Transkation of Coed of assignment of the ws Mejia Concession to Uraba. Mécellin & Central Airways. ine. dated January ; 11, 1932 mares ’ ° ©. 171— Letter to Harold Ro Harris trom Gee ; Tohl dated Decentber oa. 13} ser Ori nina! Lar eed wm ied 2760 oe Xi Print 27% o794 oso PSO ant 4° PS - Yas 2st" 2s1t a “YS13 262]... Psa * ‘ © Ah. ‘ ; IN DEN . a . ma . . Osicinu. fran Record from: the Visited States Depsreyer mart for ‘i , re es Lio--s Letter tc. Chief a Lotito ae Now York Prem Pin, Ate pean Oderitions * Manaeer, Caribbean. Maan i. ddated Tune I 1a, ; . or8s, “Dees Tt Davsttess ti oD (Oe Mitel redror teen il - z Harris dated & vember 2s Lage es of: Se§x ve Confidential men rota nign es aitmiai! ser : vies EUSA. ‘to Brien Ares ‘at! Wiest 8 > edast ot eSouth Neen bs’ Carne at tar fred tocbettor from Harris te Mae Gregor dated November Ve TOG ; i ee) oS Metoramdum. ore extension of FAM:9 e oN through Bolivia te the Ane: Nome at : ” stuen eh to deeter Proms” Miereis tee Mage ; ¢ Girecor dy ted November as pea” STM ONG] | 2 1a Letier t. J 1) Marti reg ro from FT R é “ Harris dasteck Pheer deer a. 1k . Oa: pd | Pe , cae -« : ? P . ; | a 2. Y ° . oF ‘ / a 2388 fol. tM } a ; ° "Pax Americas -Worp AIRWAYS, Ix... xan AF . AMEND ENT NG | THIS AMENDATORY * AGREEMENT, made ‘as of chume TSth. PEST) hetwe. nPAN AMERDOAN WORLD ATR ® WAYSSING. a corporation organized and existing under the laws of the’ State of New York. hereimifter referred te as "Pan Ameren aml AEROVEAS NACTONALES DE COLOMBIA SAL aseorporation ersunized amd. existing Under thee laws Colon dia, “Company” . ‘ ‘ heresmagter referred to as the TT NESSETHYTIAT: WHER 7 ‘an Ann riewn and the Company have on wrod! Mtoe a Gemeral Prafiie nud: Sales Avene Agreement data Deeonibet OT whereby the Company aets as ceneral trathe ard sales azent for Pan American and its aflifated enrriers in the eountry of Colonibia. snd whereby ~ Pan Atvertean and its affiliated enrriers get on reneral,’ : . thathe tuned sules aiuent outs): the countries of Columbia ~and - f° under: : ind ‘ WHEREAS: Pra Atmertean ane the Con MANN desire to atnemd the Gefleral ‘Prathe and Sales Aes meen Norresergpegyt TO eNC Te the saronyhaalss tacit Prom the territers an whieh Pan Amerenun and ath affiliated cearriers diet ius teeneral tfithe and Stties agent for th. Company ea " e NOW, THEREFORE. in consideration of the Mutusal eovenunts fom aireements leone eonturmed the parties _ terete Ae ey tis follows: : : . ‘ e . The 'Conera! Trafic amd Sales Ngenes Agreement is. hy drended as Tollows, OMeetive as of dame Ustho Vane: The first se Mtehes in paragraph das hereby revised to ae as, Poilow “©, ‘ole 2801 "The Company hereby appoints Pan yee riean andsts affiliated garricns, and Pan American werees to onet amd make arrancements with its caffili- ated 1 eurriers under whiel thes will aet. as General’ tg . ; ’ : * . *S 2384 ake me * Trafic and Safes) Agent for the Company o outside Colombia, Keu and Peru, except in thuse countries, regions and cities specifically excluded by Annex No. 1" 2. Paragraph 1 (a) of Annex No. Lis hereby revised to read as follows: ee “(a) Pan American, on one side, agrees to act as Gen- eral Traffic and Sales Agent on-behalf of the Com- t pany outside the countries -of Colombia, Heuador: and Peru; and”. fae ; * I]. Except as herein specifically amended, al terms and conditions of the General Traftie an Agency Agreement shall remain in full foree and ef IN WITNESS WHEREOF, Pan American and th Com- eg pany have caused this Amendatory Agreement to be exe- cuted in their, corporate nanles ‘by their respective officers » thereunto di ly authorized as of the day and year first above written. acts as General Traffic and Sales Agent hereunder, which report shall set forth the total amount of the applicable fares and charges as referred to above. with respeet to each such sale”. 3. Paragraph 1 of Annex No. 1 is hereby revised to read as follows: @ ae “(a) Pan American, on one side, agrees te act as Gen- eral Traffic and Sales Agent on behalf of the Company outside the countries of Canada, Colombia, Ecuador, Peru, Chile and the continental United States, and”. 4. Paragraph 1 (b) of Annex No. 1 is hereby pees 4 to read as follows : . ¢ “(b) The Gunny, on the other aie. agrees to act as_ General Traffic and Sales Agent pn behalf of Pan ‘American in the country of Colombia except in the _ cities of Bogota. and Barranquilla”. il. ‘Bxcent as herein specifically amended, ‘all of the, ierms and conditions of the General Traffic and Sales. Agency Agreement shall remain in full force and effect. IN WITNESS WHEREOF, Pan American and the Com- pany have caused this Amendatory Agreement to be ex- ecuted in their corporate names by their respective officers — 2387 thereunto duly authorized as. of the day and year first above written. . . . . c . e \ _ _ Pan AMERICAN Wort» Airways, Inc. | — S/ Winuts G. Lipscome Willis G. Lipscomb | Vice President ‘Tratlic. & Sales WITNESS: a3 . : a. ~ “Lfol. 2304 J 2 Pan American Worp AIRWAYS, Inc. Exuipir 59 AMENDMENT NO. 3000 THIS AMENDATORY AGREEM ENT, inade as of March 31,1958, between PAN AM ERICAN WORLD AIR- WAYS, INC., a corporation organized and existing under the laws of the State of New York, hereinafter referred to as “Pan American”, and ARPROVIAS NACIONALES DE “COLOMBIA, S. A. a corporation organized) and existing under the laws of Colombia, hereinafter referred to as the “Company’, nang : WITNESSETH THAT: WHEREAS, Pan American and the Company have en- tered into a General Traflie and Sales, Agency Agreement’ — dated December 3, 1954, as amended by Amendment No. | * dated June 18, 1957 anc Amendment No. 2 dated January 30, 1958, whereby the Company acts as general traffic and ‘sales agent for, Pan. American and its affiliated carriers ID er ment ; vA a ae “the country of Colombia, except in the cities of Bogota and » Barranquilla, and whereby Pan American and its affiliated \ carriers act as general trafti¢ and sales agents outside the -entiigies of. Canada, Chile, Colombia, Ecuador, Pery and the continental United States }.and : - e Ww HEREAS, Pan American antl thé ¢ Compagiy desi sire to further amend the General Traffic and Sales ices ney Agret- NOW, THERE FORE; in consideration of the niutual covenants and agreements herein contained the parties here- by agree as follows: = * © I. The General ‘Ttaffie and Sales, Agency Agreenient’ is hereby amended as follows, effective as of August 1, 1958: The first sentence in Ati ahine 4 is hereby revised to pate as follows: en : “The Company hereby appoints Pan American and its | foi. 2305] athliated carfiers, and Pan American agrees to act and make arrangements witlr its affiliated car- . riers under which ‘they will actas General Traffic and .. Sales Agent for the Company, outside Bolivia, Canada, : Chile, Colombia, Ecuador, Peru, and the continental United States, except in those countries, regions and - cities specifically excluded by Annex No. 1”. _ 2. Paragraph 1 of Annex No.1 is hereby revised to read as follows: .” “(a) Pan American, on one side, agrees to act as Gen- eral Traffie and Sales Agent on behalf of the Company outside the countries of Bolivia, Canada, Chile, Colom- bia, Feuador, Peru, and the continental United States, one. , ite ° A il gol og / —_ eae | - Except as herein’ specificaliy’ amended, all of the ° ® wae and conditions of the General, Traffic and Sales - Agency Agfeement- shall remain in full force and effect. | IN WITNESS WHEREOF. Pan Americarrand the Com. pany have caused ‘this,, Amendatory Agreement to be ex- eo i: - | as a P ; . ° Sis . ; 2389 — ‘ ; ” ‘ . eeuted-in their corporate, names by their respective officers thereunto duly authorized as of the day and*¥ear first above ~ written. erate ee ei evokes bade : ‘ Pans AMertess Wortp Aimwaysy [vc 1 Say) G. Lirscoss > =: | Willis G. Lipscomb ' e Vice President-Traflig & Sales WITNESS :| 5 ¢ . (Signature [Negible): ) t Agrovias NactonaLes Dr CoLomBIA, S.A. @ . | /s/ Jvasx Guitcerro Rostrovo J. WITNESS: —. @\. (Signature Ilegible) — | & - {fol. 2306 | 0 Pax Awertcan Wortp Armways, Isc. Exutipit 60 AMENDMENT NO. 4 THIS AMENDATORY AGRBEMENT; made as of October 30,1958, between Pan AMERICAN WORLD AIR- WAYS, INC. a corporation organized and existing” under the laws of the State of New York, hereinafter referred to as “Pan American”, and ARROVLAS NACIONALES DE. °° COLOMBIA, 3S. .A.. a corpogation organized. and existing under the laws of Colombia, hereinafter referred to as the “Company”, . | . WITNESSETH THAT:. WHEREAS, Pan American and the Company have en- tered into a General Tradtic and Sales Agency Agreement dated December 3, 1954, as amended, by Amendment No. 1 dated June 18, 1957, Amendment No. 2 dated January 30, ‘ 1958, and Amendment No. 3 dated March 31, 1958, whereby { - h 2390 ; the Company acts as general traffic and sales agent for Pan ~ American and its affiliated carriers in the country of Colom- bia, except in the cities of Bogota ahd Barranquilla, and whereby Pan American and its affiliated carriers act as general traftie and sales agents outside the countries of Bolivia, Canada, Chile, bap yg Eeuador,- Peru, and the gontinental United States 1 WHEREAS, Pan Apicrican-and the Company desire to | - further amend the General Traffic and Sales Agency Agree- ment; NOW, THERE FORE, in consigeration ‘of the mutual - covenants and agreements herein’ contained the parties hereby agree as follows: I. The General Traffic and Sales Agency" Agreement is hereby amended as - follows, effective: as of December 1, 1958: » The “rst sentence in parngtene 4 is hereby rev vised . to pat as follows: fol. : 2307 ] “The Company hereby appoints Pan Ameri- can and its affiliated carriers, and Pan American agrees ‘to act and make arrangements with its affiliated car-' riers under which they will act, as General Traflie and Sales Agent for the Company, outside Bolivia, (anada, Chile, Colombia, Ecuador, Panama (including the Re- ™ publie of Panama and the Canal Zone), Reru, and the continental United States, except in those countries, regions and cities specifically excluded by Annex No. ;”. 2. J raragraph 1 of Annex No. 1 is hereby revised to read as follows: -:- . : jes) ¢ “(a) Pan hati, on one side, agrées to act as General Traffic and Sales Agent on behalf of the Com- -pany outside the countries of Bolivia, Canada, Chile, Colombia, Ecuador, Panama (including the Republic of Panama and the Canal Zone), Peru, and the con- tinental United States, and”, fy - 9391 © f Except as herein specifically amended, all of the terms and conditions of the General Traffic and Sales Ageney Agreement shall remain in full foree and effect. LIN WITNESS WHEREOF, Pan American and the Com- pany have caused this Amendatery Agreement to be ex- ceuted in their cofporate names by their respective officers thereuniy duly authorized as of the day and year first above written, Pas Americas Wortp. Airways, Inc. 4 Willis G. Lipscomb , Vice ‘President-Traflie &. Sales WITNESS: ° (Signature Wegible) ; : _ Arrovias Nactoxaces De CoLompia, S.A. Po : * (Signature Iegible) ; (Title Nlegable) WITNESS: “> (Signature Illegible) —_——-—~—” [ fol. 2308) Pax American Wortp Airways, Inc. Exutort 61 _ STANDARD FORM OF AGREEM ENT FOR GROUND SERVICES AND USE OF GROUND FACILITIES® ‘ BY SCHEDULED OPERATORS THIS AGREEMENT, made this “7th day of April, 1948, between PAN AM ERICAN AIRWAYS, INC., a cor- _ poration organized and existing under the laws of the * State of New York (Hereinafter called “Pan American”), and BRANIFF AIRWAYS, INC., a corporation organized and existing under the laws of the State of Oklahoma (here- inafter called “Braniff”). ? WITNESSETH THAT: aor WHEREAS, Pan American operates an extensive SYs- tem of international air transportation’ services and in x ‘ 2392 , - connection therewith maintains a ground organization and _ground facilities at various’ locations, including certain such organization and facilities at each of the locations at which services are to be rendered pursuant to this” Agreement ; and WHEREAS, Braniff, proposes to operate air trans- portation services between Houston-Havana-Panama, and in connection therewith requires ground services and facili- ties at certain locations as hereinafter more fully set'forth; and | 4 » WHEREAS. ’Braniff desires to have Pan American fur- nish certain of such ground facilities and services to it, and Pan American is willing to furnish such facilities and ser- Vices, upon the terms and conditions hereinafter set forth; NOW. THEREFORE, in consideration of the mutual covenants and agreeme ate herein set forth, the parties hereby agree as follows 1. Attached: ‘hereto and made‘a part hereof, is a-schedule relating to each location at which services are to be per- formed or facilities made available pursuant to this Agrée- ment, setting forth the. services so to be performed and ‘the facilities so to be made available at suchelocation said . schedule being designated SCHEDULE I, (Havana). Pan. American hereby agree, to the extent that Pan American has such facilities and services available, having regard to the requireny nts of its own operations, to permit Braniff to utilize those ground facilities and to furnish to Braniff those services at the location shown in the SCHEDULE which.are listed in said schedule relating to such location. Pan Ameriean agrees to use its best efforts to fol- low reasonable instructions from Braniff regarding .the standards, practices and procedures to be followed in: fur- nishing services pursuant to the Agreement. In the absence of such, instructions, services will be furnished in aceord- ance with the standards, ‘practices and procedures followed > [fol. 2309}. by Pan American in connection with its own operations. Braniff agrees to be bound by such reasonable rules anid regulations as Pan American shall establish in connection with use of suchs facilities and receipt of such : 2393- services, The facilities and services listed in Part A of the SCHEDULE will be made available withont further request for all-scheduled tights made by Btanitt between the points referred to in the Second Recital to this Agreement, in ac- cordance with schedules furnished by Pan American, Such services and facitties will also be made uvailable upon fe- quest for other flights of Braniff between said points,’ pro- vided the request is reedived by Pan Ameriean’a reasonable time prior to the intended use of the facilities and services. The facilities and services listed in Part B of the SCHED- ULE will be made available only upon reduest by the pilot commanding the flight or hy other authorized representa- tive of Braniff, who will sign an appropriate receipt there- for. It is understood and agreed that any officer of Braniff, ‘or any ‘employeesagent or representative of Braniff acting in a supervisory eapacity at, oy im respect of, the location coneerned, orAiny person otherwise, authorized by Braniff, shall be authorized te give instructions on/behalf of Braniff regarding the services to be rendered and to request ser- _ vices on behalf of Braniff hereunder. - ees 3. Braniff will pa? Pan Américan for the services and: facilities listed in Part ‘A of the SCHEDULE at the rate of $124.00 per landing for each s¢heduled landing and for each extra section of non-scheduled landing made by Braniff at Rancho Boyeros Airport. This rate was dé@ermined, on, the basis of a minimum of two DC-6 round trips schedules and one’ DC-4 round trip sfhedule weekly transiting Havana. The charges becomegeffective: on the date of the first sur- vey flight and monthly charges thereafter to Braniff will not be less than the minimum cechedules used in determining the rate as indicated above. Braniff will pay Pan Ameri- | can for the services and facilities listed’ in Part B of. the* SCHEDULE at the rates shown with respect thereto in the SCHEDULE. The foregoing charges have been ar- rived at on the basis of current costs and the utilization of Tan American facilities and services at the locations covered by this Agreement now being made or comitted for. The parties will review these charges at. six months’ intervals from the date of this Agreement and at such other times as either party shall request. In the event that it ‘ economic operation and if a reduction is possible at any tinie, it will be passed on to all scheduled carriers as in the past. After exeeution all copies of the amendment should -be returned to the undersigned and appropriate» copies will be forwarded to you for your files. ‘ i Very truly yours, — | - Original Signed by — ~ W.L. Morrison/R \ W.-L. Morrison, Vice President Latin American Division bee: Viee President Dean Vice President Balluder Asst. ¢reneral Counsel .- Genera] Manager—Cubana Enclosures 5 _ ‘fol. 2315! AMENDMENT NO. 1 * This Amendatory Agreement, ‘made this 7th dav of ‘September 1948. between PAN AMERICAN AIRWAYS, INC., a ¢orporation organized and existing under the laws .__ of the State of New York: (hereinafter called “Pan Ameri- can”) and BRANIFF: AIRWAYS, INCORPORATED. a corporaticn. organized and existing. under the laws of the — State of Oklahoma (hereinafter galled “Braniff”), “WITNESSETHTHAT:* '\ 7) e WHEREAS, Pan. American and Braniff are - parties to an agreement dated the 27th day of April, 1948, 4 herein- after called the “Principal Agreement”), _providing for certain ground facilities and services to be furnished to Braniff by Pan American; and . WHEREAS, the: parties disse. to iia the Principal Agreémcat so as to include the costs of handling inter- national air express at Rancho Boveros —— Havana, Cuba ; 2401 NOW, THEREFORE, in consideration of the mutual covenants and: agreements herein set forth, the parties hereto agree that the Principal Agreement is eee amended, effectiv © Bs of October 1, 14s, as follows 1. By, changing the first sentence, of Paragraph: 3 to read as follows: Braniff will pay Pan American. for the. services and facilities listed in Part A of the SCHEDUL Ke at the rate of $139.00 per landing for each scheduled landing and for each extra section. or non-scheduled landinyy made by Braniff at Rancho Boyeros Atrport. 2. By adding Paragraph 11 to read -as follows: Any. ° taxes payable by ¢itlier party, other than U.S. income taxes .payable by ‘Pan American by reason of this agreement or the use of the services and facilities by Braniff, pursuant hereto shall be borne by Braniff. 3. "By ame nding SCHEDU LE 1 in the form attached. hereto and mage a part hereof. | are exe ept: as herein modified, all terms and conditions of, the Principal Agreement shall continue in full force and _ effect. . , {fol. 2316] - IN W ITN -ESS: WHERE OF, the parties have caused this Amendatory Agreement to be executed in theit names and on their behalf by theirorespective oftivers there- unto duly authorized. Pax American Airways, INc. ATTEST: S/ SaRAH T. Lansrorp Branire Amways, INCORPORATED - Bs Pg ee “ATTEST Secretary - e 2402 eae fol. 2317] ety) se SCHEDULEI —° ‘ LOCATION HAVANA PART. A | mF Operations Services and Facilities eee 1. Use of Airport % (a) Non- exclusive use to land and take- off runways; taxi strips. (Db) Airport lighting system to ° Ramp Services (a) Use of passenger and cargo loading ladders. and steps Q (b) Loading and unloading’ of aircraft (c) Towi ing to and from ramp; > (d) Placing and rémoving atreraf t safetylocks (e) Use of battery eart, CO, ‘cart and émergency «fire equipment in’ connection with starting en- . gines a. (f) Physical dispateh from ramp incladisig personnel . Necessary to’ issue appropriate instructions for istarting engines and: taxi away from ramp “ (gz) Personnel for refueling ee ; | - -(h) Routine aircraft inspection of carburetors, pro- pellers,-landing gear, wheels and tires, and con- trol surfaces ~~" (i) Cheelede-icer fluid (j) @heck fluid in hydraulic tanks ’ (ky Clean cockpit windows (1) Clean cabin windows and aircraft exterior as ‘time permits (m) Clean cabin interior as tine permits (n) Clean lavatories : : Lo) Check water in cabin ’ 3. Use of Terminal (a) Non- eselosiv re use of lobby and rest | rooms . . 2 te ta | : 2403 (b) Non-exclusive use of customs, health and im- e migration areas (c) Porter and janitor services 4. Aircraft Operations Dispatch — ° - (a) Preparation of flight plan, (hb) Welght and balance manifests ‘ ere of flight time analysis -(d) Briefing crew (e) ssn ri of load Ao "le (f) Contact with air traffic/control eo (zg) Terminal weather report | — “International . dirport Express om (a) Unwrapping and rewrapping pac ‘ages for cus- toms inspection . (b) Assistance in clearance through customs (c) Storage in international dir express warehouse (d) Non-excl@sive use » CNS air express | warchouse ; : PART B = LT. Direct Charges a) « 1. Aireraft Fuel . | Price per gallon—current rate | y *> Airdratt Maintenance and repair = SkiNed Labor © $3.50 per man hour re gular time “ $5.25 per man hour overtime Materials—current price , 3. Preparation and traasmission of: eer reports _. from stations not - wate “covered if agreement $1:00 | each. © ay ° 4. Exclusive Terminal Space 4 ‘ e ° Per square foot floor space $1.50 per-annum * This charge to be made for ma jor.re po, over and above services * listed under Section 2,° Part a. oe we - S 7 ® v ~ ° > . . . ‘. . / ‘ ' [fol 2318] ¢ ¢ i= Pan AMERIC AN W ORLD AIRWAYS, Lee. E XHIBYT 63 2404 AMENDMENT NO. [] « This Amendatory, Agreément, iii this Sist day of October, 1949,.Nbetveen PAN . AMERICAN AIRWAYS, INC., a corporatidg organized and existing under the laws °° of the State of: New\York, (hereinafter talled “Pan Ameri- can”), and BRANIFK AIRWAYS, INCORPORATED, a corporation organized akd existing under the laws of the State of Oklahoma (ie rethafter called * ‘Braniff”), _ 8 WITNESSETH THAT: . « WHEREAS, Pan American and Braniff are parties to an «agreement dated the 27th day of April, 1945, ag amended “the 27th day of September, 1948, (hereinafter™called the “Principal Agreement’ ‘), -providing for, certain ground favilities: and services to be furnished to¢Braniff by Pan American and . WHEREAS, the parties desire to amend the Principal . AZreement so as to reflect the effect of increased frequencies ‘operated by Braniff and transiting Rancho Boyeros Air- port, Havana Cu®a and to revise Paragraphs 6 (b), 6 (¢ and 6 (d) to read us indicated below; : NOW, ‘THEREFORE, in consideration of. the mutual * covenants, and agreeménts herein Set forth, the parties hereto agree .thet the Principal Agrepment is hereby — ¢@ amended, effective as of October 1, 1949, as féllo ‘s: 1. By changing the first and second sentences of graph 3 to read as follows: - Braniff will pay Pan American for the services ant facili- ties listed in Part A of the SCHEDULE at the \ate of $131.00 per landing for each scheduled landing akd for each extra section or non-scheduled landing made by Bryaniff at Rancho Boyeros Airport. This rate was determindd on the basis of a minimum of two DC-6 round trip schedule and two DC-4 round trip schedules weekly , transiting Havana. ' , 4 2405 .) ~ 2. By changing Paragraph 6 (b) to read as follows: Braniff agrees to indemnify and hold harmless Pan American, its officers, agents and employees, and any other person, firm or*corporation, and the officers, agents and employees of such person, firm or corporation, which may, pursuant to agreement with Pan American or other- Wise, maintain or operate any of the facilities or provide | any of the services to Je cmade available to Braniff under this Agreement, (any such other person, firm or: corpora. (fol. 2319] tion being “hereinafter called “the Operator”), from and against all liabilities, damages, losses, and judg- ments, including costs and expenses incident thereto, which may (i) be suffered by, accrue against, be charged to, or recoverable from Pan Aanerican, its officers, agents or em- plovees, or the Operator, its officers, agents or employees, by reason of or on account of loss of or damage to prop- erty, or by reason of or on account of snjury to or death of any person other than the officers, agents and employees of Pan American and thé Operator, arising out of or in any way connected with the use by Braniff of the facilitves and services herein provided for, unless caused by the sole negligence of Pan American or the Operator or by the joint negligenoe of Pan American and the Operator or of Pan Ameriefn or the Operator and any person, firm or cor- poration other than Braniff. ite officers, agents or em- ployees, or (ii) be suffered by, accrue against, be charged to, or recoverable from Pin American or the Operator by reason of injury to or death of any officer, agent or em- ‘ployee of’ Pan American or the Operator caused by negli- gence on the part of Braniff, its officers, agents or em- ployees in connection with any matter deglt wyth in this Agreement. . 3. By changing Paragraph 6 (¢) to read as follows: It ix understood and*agreed that the permission hereby granted Braniff to use the facilities and to receive services as herein provided does not impose upon Pan American or the Operator any liability for loss, injury, damage or delay of any nature whatsoeyer, and Braniff hereby releases Pan American and the Operator from all liability te it for- a 1. Ba changing the first sentence of Paragraydi 3) to read as follows: t . : ae ae a Se eee Braniff will pay’ Pan American tor the services and facilities listed in Part A of ‘the SCHEDULE at the rate: of $115.00 per landing for each landinz and for tach extra: section or non-seheduled landing made by Branitf at Rancho Boveros Airport. | s » 2. By amending SCHEDULE i im the form attached hereto and made a part hereof. : Except as herein modified, all terms and ¢onditions of the Principal Agreement shall continue in full foree and effect. - aan? ee Qy 2408 + - [fol. 2322) IN WITNESS WHEREOF, the parties have caused this-Amendatory Agreement to be executed in their names on their behalf by their respective officers thereunto duly authorized. Pan YMERICAN AlRWays, INc. By /s> (Signature [legible ) ATTEST: SO /s/o J. Bo Winttams, me /s (Signature [legible ) - | a ; F ~Braxirr AIRWAYS, INCORPORATE), - By ss’ R. C. Srraper View President ATTEST : : /s/ (Signature [llegible) ‘s (Signature legible) ~ [fol. 2323 | - SCHEDULE | LOCATION HAVANA, CUBA a PART A I. Operations Services and Facilities .. - Pan AMERICAS, Wort p AIRWAYs, axe. Exuisit 609 AMENDMENT XO, IV This Amendatory Agreement, made this 2Qth day of July, 1950, bet ween PAN: AMERICAN WORLD | AIR- WAYS, INC., a corporation organized and existing under’ the laws of the State of New York (hereinafter called “Pan American’), and BRANIFF ATRWAYS, INCOR- PORATED, a corporation organized and existing under the laws of the State of Oklahema “(hereinafter called “Braniff’). WITNESSETH THAT: | WHEREAS, Pan American and Braniff. are parties to an Agreement dated the: 2th. day of April, 1948, as amended the 27th day of September, 1948, the 31st day of October, 1949, and the Ist day ‘of December, 1949, (hereinafter called the “Principal, Agreement”), providing for certain | ground facilities and services to be furnished. to Braniff by Pan American; and WHEREAS, the parties desire to amend: the Principal . Agreement so as to include navigational and ‘acrophare services at San Blas, Republic of Panama ; * This charge to be made for major repair over amd above services listed under Section 2, Part A. ., ~ oa ©. 2411 NOW, THEREFORE, in consideration of the mutual covenants and agreements herein set, forth, thé parties hereto agree’ that . the Principal Agreement is hereby | amended, effective as of July 1, 1990, as follows: 1. By changing the first sentence of Paragraph 1 to read as follows: cane Attached hereto and made a part hereof, is.a sehedule relating to each location at which services are to be per- ‘formed or facilities made available pursuant to this Agree- ment, setting forth the services so to be performed and the faeilities:so to be made available at such location, said schedules being designated SCHEDULE | (Havana) and SCHEDULE If (San Blas) respectively, and being here- after sometimes referred to collectively as “the SCHED- ULES”. oe : ; m. | 2. By changing the first sentence of Paragraph 3 to read’ as follows: ent ~ Braniff will pay Pan Ameri¢ar for the services and facilli- ° ties. listed in Part A of the SCHEDULE I at the rate of | fol. 2325 | $115,00 per landing tor each landing and for each ° extra section or non-scheduled landing’ made by Braniff at Ranthe’Boyergs Airport, in addition to a charge of $4.00 per flight for the use of the San Blas aerophare under Part Nof SCHEDULE I. f ; : = : *, F ban eee Oe » ~ Exeept as herein modified, -all terms and: conditions of the Principal Agreement shall continue in, full, foree and effect. /IN WITNESS WHEREOF, thy parties have caused this | * Amendatory Agreement to de we Sr in their names on their. behalf by their -respective officers thereunto duly authorized, | | 7 7 Approved " as to form /s/ (Signature Illegible) Pax Americas Wornb Airways, Ive. : /s/ J. ASSMITH /s/ Teresita SIERRA ~ /s/ Mauary Ri Usatorres [ fol. 2328} Pax Ametican Wortp Amways, Ixec.. Exuipir 67 Mr. L. A. Person ; Traffic Manager ; Braniff Airways, Inc. \ Love Field — Ate. alte Dallas 9, Texas «= are, Wea Dear Lou: November 18, 1 954 In connection with dur conversations regarding the full ‘party participation of Braniff Airways, Ine., 5 certain Pan American System tariffs. published by R. Lounsbury, Agent, I wish to confirm the proposition we as discussed. We understand that you are interested in participating in the Passenger Rules Tariff. PR-3, and the North and South America Passenger Fares Tariff, P- -3, as well as receiv- ing sets of these and others of our inte ‘national tariffs for use in your offices. For this full party’ participation and’ - for thes tariffs for the year October 1, 1954 through Sep- tember 30, 1955, this is to confirm our ‘concurrence in the, following fees: (1) For entry or withdrawal, the full cost of $45. 00 per page to revise pages, not otherwise changed for full parties.¢xistent in the tariff, to include or delete Braniff 2414 | | Sacer Airways, Ine., as the case may be; should other full parties entering or withdrawing from the tariff re- ‘\ quire chatiges on such pages, the $45.00 per page cost will be-divided equally between such full parties: si- multaneously entering or withdrawing. - (2) A fee of $400 for up to 150 sets of these tariffs, and _ revisions thereto, to be delivered to Braniff Airways, Inc. in Dallas, Texas. For each additional .20 sets of these tariffs, an additional annual fee of $50 will be charged. (3) A-fee of $4,000 for the participation, publication of revisions and other attendant tariff printing costs in- volved in maintaining Braniff’s on, in these tariffs. (4) In the event Braniff Airways, Ine. wishes to withdraw its participation either in full or in part from any tariffs covered by this agreement. prior to October 1, 1955, Braniff will give Agent R. C. Lounsbury at least 120 days written notice (or any lesser number of days written notice mutually —_——— to both parties) of its intention. .{fol. 2329] (5) The amount in Items (1) and (2) above shall be pay- able within 30 days after the billing date which ‘shall be as soon as practicable after the publication of the _ October 1, 1954 issues of these tariffs, and the fee men- tioned in (3) above shall be divided in quarters. and . payable within. 30 days after the billing date which shall be quarterly beginning on or about October 1, 1954, except that in the event of withdrawal- pursuant ‘to Paragraph (4) above the applicable fee shall be prorated according to the tariffs and the period of , participation involved. ’. The above fees contemplate that Braniff will not: require radical changes in| these tariffs during the. year period indicated and that Braniff will endeavor to permit revi- sions to he made onee per month in.conformance with the established publication deadlines of these tariffs. Should ini 2415 “it become necessar y for Braniff to bia emergency changes at any time, these’ changes will of course. be made i Braniff’s behalf at Braniff's direction. However, .it is a derstood that either party to this agreement may, request reopening of the agreement for reassessment of fees should such changes:appear to be extensive. As I have mentioned to you if our conversations, we here ‘in the tariff’s office and management of Pan’ American will. be very pleased to have Braniff Airways, Ine. participating asa full party in our tariffs. If you are in agreement with the understanding outlined above, please sign and return the attached copy of this letter to-me. . . , : - Pax AMERICAN Wor_p Airways, INc., System i of Tariffs & Reais For Branirr Airways, Ive. Ory TrrrrTrrrTrrrrrrrrrrrrirri rere rte [fol. 2330] ree Supplement to*Tariff Publication Agreement _ of November 18,1954 The Tariff Publication Agreement of November 18, 1954,. between Braniff. International Airways, Inc., and Pan American World Airways, Inc., is he reby extended for an. indefinite period, subject to> thee right of either party to cancel upon written nofice given to the other party at least 120 days (or any lesscr-number of days agreeable to both parties) prior to the effective-date of such. cz tor ena The fees payable by Braniff to Pan American shall he i the same rate as set forth in said agree ment. Pax -AMERICAN Wort Airways, ANC. Branirr INTERNATIONAL Airways, Inc. ee ee eee (fol. 2331] . Paw American Worup Airways, In¢. Exuisit 68 -)° « AMENDMENT OLY. This Masadatecy Agreement, made this 20th day of June, 1957, between PAN AMERICAN WORLD AIRWAYS, . INC., a corporation organized and existing under the laws ‘of the-State of New York (hereinafter called “Pan Anieri- . ean”),,and BRANIFF AIRWAYS, INCORPORATED, a corporation organized and existing under the laws of the State of Oklahoma (hereinafter called “Braniff”), WITNESSETH THAT: WHEREAS, Paw American and Braniff are parties to an Agreement dated the 27th day of April, 1948, as amended the. 27thday of September, 1948, the 31st day of October, th ; ; : 1949, the Ist day of December, 1949, and the 20th, day of _ duly, 1950, (hereinafter called the “Principal Agreement”), providing for certain ground faejlities and services to be . furnished to Braniff by Pan’ American; and ~ WHEREAS, the parties desire to amend the Principal Agreement so as to provide for an increase in the aerophare service rate at San Blas, Republic of Panama; NOW, THEREFORE, in consideration of the mutual ‘covenants and agreements herein set forth, the parties hereto agree that the Principal Agreement is hereby amended, effective as of July 1, 1957, as follows: 1. By changing the last. phrase of Paragraph 2 of Amendment No. 1V from “in addition to a charge of $4.00 : per flight for the use of the San: Blas aerophare under Part A of SCHEDULE II”,-to’“in addition to a charge of $5.00 per flight for the use of the San Blas aerophare under Part A of SCHEDULE 11”. a, . “2417 ' Except as herein modified. all terms and conditions of the Principal Agreement shall continue in full force and effect. — Ge. IN WITNESS WHEREOFP, the parties have caused this Amendatory Agreement to be executed in their names on their behalf by their respective officefs thereunto duly authorized. Approved as to form at i. a \. . /s/ (Signature Illegible)— = \Y ae. | aes Pan American Worntp Airways, Ic. By /s/ W. L. Morrison Pas Executive Vice President r Latin American Division ATTEST : . ( /s/ Joun W. QueNTIN ‘/s/ (Signature Ilegible) Brasirr AIRWAYS, IsconroraTeD /s/ (Signature Ie gible) Executive Vice President ATTEST: A ‘/s/ (Signature Tlegible) Assistant Secretary [fol. 2332] . ; Pax Americas Wortp Airways, Ixc. Exuisit 69 AMENDMENT NO. VI This Amendatory Agreement, made this 21st day of Oc- tober, 1957, between’ PAN AMERICAN WORLD AIR- WAYS, INC., a corporation organized and existing under | the laws of the State of New*York (hereinafter called “Pan American”), and BRANIFF: AIRWAYS, INCORPO- RATED, a corporation organized and existing under the * laws of the State of Oklahoma (hereinafter called “Braniff’), 9° ; aes 2418 WITNESSETH THAT: PAN ASIERICAN AIRWAYS, INC. Chrysler Building, New York City .- Se RIO DE JANEIRO a : em November 1, 1943. Panair do Brasil, S.A. ; - Rio de Janeiro - Brasil. Dear Sirs: | F ‘ _ Enclosed herewith are two ‘execution copies of a pro- posed contract covering use of joint facilities: and certain other matters. This contract has been executed by us and is intended to supersede the existing arrangements between us which cover the same general subjeet matter. Tf you find the contract in order, will you please exyegute it ‘and return one executed copy for our files. ‘ ‘The enclosed contract is to become Mncitec dis of January 1, 1944 and the extsting arrangements will continue in effect until that date, but it is understood that payments in respect. of return.on investment under said arrangements ill, for the year 1943, be calculated on the average net book value of. the properties in question rather than on the original ‘cost and also that, commencing when the enclosed contract becomes effective, you will be charged with our deprecia- tion and insurance expense” on the buildings and installa- tions owned by us at Santos Dumpnt airport. Our: share of such expense will be determined pursuant to the en- ‘closed contract except that the payments provided for i ‘the last clause of the second paragraph of the letter agree- ment accompanying the Agency Agreément between us to become ‘effective on January 1, 1944 will cover rental for the space in said buildings used exclusively by us. It is further understood, that you will continue to own and to ¢arsy for us such, inventories consisting of spare parts, materials and supplies, including gasoline and oil, as may be turned over to you by us or acquired by you at our request for the purpose. In order to enable you to eo. an a 2421 -earry such inventories without additional financial burden on you, it is understood that you will have & eredit of $300,000 in the open account existing between us, on which no interest will be charged.” Tj¥e amount of .such credit - will be reviewed at such times hee wid of us may request, in order to insure that.it approximates the cost to you of the inventories carried by you for us. It is further under- ‘stood that, commencing as of January '1, 1944, any remain- ing balance in the open account between us, either in our [fol. 2335] favor or in your favor, after taking into con:. sideration said interest free credit in your favor, ‘shall ‘bear interest at the rate of 4¢¢ per anmum, such interest to be calculated on the balances shown on your books at the end of each calendar month. For this purpose any advarices made to you pursuant to Paragraph 6 of Article T] of the encloged contract shall not be considered as being in the open account. : In order to enable you to carry-out the enclosed contract an@ to carry on your other business, we agree to use our best efforts to engage for you such qualified American technical personnel as you may request. While we will. use our best efforts to provide personnel who are properly trained and qualified, it is understood that we shall have no responsibility for their training or qualifications or for any action*that they may take or fail to take while in your Servite. If you so request, such personnel, shall be carried on our payrolls, and in such event they Nall ¢ontinue to be our employees for all purposes, except that (i) they shall be under your control, (ii) you will be charged with their salary expense and all related items of expense in- cluding cost of transfer to Brasil and return and (ili) you shall be solely responsible to third parties for any. action taken by them. You will also release us from all claims hy you and indemnify us and hold us,harimless froni all claims by third parties arising out of*any action taken by such personnel during the period they are in your service, It is further understood ‘that vou will use your best efforts to provide, maintain and operate any special faeili- ties not covered by the enclosed contract, such as the Natal Staff House, which Wg May request for our use from: time ? eo ‘ i } 4 2422° or to time. Unless otherwise mutually agreed, the cost of providing, maintaining and operating any such facilities (including any remaining rentals payable under leases con-’ - tracted in connection therewith and any winding up ex- pense) will be for our aecount and we will indemnify you and hold you harmless from all claims in connection with the prov iding, maintaining and operatitig of such facilities. Quring recent’ vears we have reimbursed you for the-cost of constructing cami providing certain airporjs, seaplane bases and facilities in Brasil. whielT aye been constructed ‘ or provided at our.request. Without in any way modifying, the terms of the enclosed contract, it. is expected that we will continue to reimburse you for certain capital expenses of this: clgaract er-until the present program of airport de- ‘velopment is completed. It is further understood that in the event any airport, seaplane base or facility for the a cost of which we shall have refbursed vou, shall be taken over by the Brasilian Government and.as a result thereof you shall receive any payment pursuarft to Article 4 of Decree-Law No. 3462, dated July 25, 1941, or otherwise, You [101.2336] wil] forthwith pay us an amount equal to such payment,’after deducting any expenses ineurred or dam- ages suffered ‘by you, in connection with the eaking of such: ‘airport, seaplane base or facility. . It is further understood that all arrangements between ‘us for operation of air transport services, made in con- ‘nection with the-sale to vou Of five Lockheed’ Lodestar air- craft during the latter part of 1941, and all. rights. and liabilities in conne@tion therewith, are te ‘rmninated except that the aircraft, spare engines and parts sold to vou will be .retainedt by vou and the purchase price will continue to be carried inthe open account between us... As we have previously advised you, we no loner request the operation of any of the services operated pursuant to those arrange. ments. except to the extent that they are covered by thé enclosed contract. The errangements herein: set forth may be terminated at any-time by either of us on ‘sixty: days’ written noticv to the other, except that your obligation to make payments Bod us. pursyant to the sixth paragraph of this letter cannot . be terminated without our consent and provided that any termination: shall net affect any righfs or obligations there tofore accrued tereugder. . ; ff the foregoing Gorrectiy states our understanding con cerning the matters mentioned above, will you kindly sign and return to us the enclosed gops of this better, whieh will thereupon cohstitute the agreement between Us with refer — ence thereto. . ° Vers truly yours, + Pax Amenican Armwars, bse. Rove) Giro. Le. Baar a . ‘ View President ACCEPTED: . ; November 16, 1943, . ~ PanaAik Do Brasiiy S.A. By vs PatLo Sampaio President A {fol. 2337 | . Pax Americas Wonit Armways. Psy. Exe 71 ‘ - ee) Kebrnary Es. 144 1yAMOS HIATT. hereby certify thas Pane Assistant Comptroller of Part American Airway. tne: that the original executed copy ef the Agreement referred te Lrerferns is in ny custody; that the attached deeunient ia Pull, true and correct copy of the eriinal of suehi Agreement : Ageney Agreement, dated muars 1. 144. between Pan American Airway@ ine® and Panair de Brasil. This agreement supersedes the agreement between the two colpanies dated Oetoher 30, 1935; alse letter agree _, ment, dated November 1, 146, dd accepted by Pana do Brasil on November T6, 1946. Assistant Compt roller - ‘ ‘in fol 2 2338] “THIS AGREEMENT, made as of January 1, 1944, between PAN AMERICAN AIRWAYS, INC../a cor- poration. organized and existing under the laws of the State of New York, hereinafter aS ae to as “Pan American”, and PANAIR DO BRASIL, S.A., a corporation organized and ex xisting under the laws of Brasil, hereinafter referred to as “PANATIR", mn) @ WITN ESSETH, that W HEREAS, Pan American ial Panair have for a num ber of vears had arrangements, under which PANAIR is acting as General Traffic Agent.in Brasil for Pan American and its. affiliated companies, and Pan American and its affiliated: companies are acting as General Trafic Agent outside of Brasil for Panair; and: WHEREAS, Pan American and Panair desire that such relationship continue but that the existing arrangements be replive ‘ed by a formal agreement ; NOW, THEREFORE, in consideration of the mutual eovenants and agreements ‘herein contained, Pan American and Panair hereby agree’ us follows: 1. Pan American he reby appoints Pomeic: and Panair agrees to actyas General Trafie Agent in BrasilS tor Pan American and its affihated carriers. As such General Traffic Agent, Panair agrees that it will perform sueh ser Viees as may be appropelte to promote passenger, mail and express traffic ever the lines of Pan American and it - a®iiated carriers and to assist in making arrangements for travelling or shipping over such lines, including ca (a) Solicitation of bassenger mail and air eOXpress ecomenain with Brasil for P un American and its affiliated carriers ° | fol. 2339) (b) Cheeking baggage of outgoing. pas sengers, dejivering baggage to incoming .passéengers, , voltect: MepNY EXCess baggage charges payable ino re- spect of such baggage, in “accordance with the tariffs, rates, tules and regulations of Pan American, collect: “ing and forwarding by earriers with which Pan Ameri. 6 r 2425 ean. or PANAIR bas forwarding arrangements, any trunks or other heavy baggage delivered to PANAIR for the, purpose by, Pan American or by passengers travelling, or proposing to travel, over such lines, and collecting-any charges pavable therefor, in accordance with the tariffs, rat®&, rules and regulations of Pan American; ' t¢) Collecting outgome and delivering incoming ex- press ‘carried or ta igharriea over such Tinesgcolfect- ing and forwarding by carriers with whielr Pan Amer. ean ot PANAIR- has forwarding arrangements, any express delivered to PANATR tor the purpose by Pan Ameriean, and collecting any gharges payable: there.’ for, in accordance with the tariffs, rates, rules and regulations of Pan American; ae ; bias (d) Making arrangements on behalf of such pas- sengers for transportation to and from airport termi nals and for hotel accomodations at points of eall of * Pan-American and at other cities, in aceordanee with the tariffs. rates, rules and regulations of Pan Ameri- ean, (e;° Furnishing such catering services and other pas- senger service as Pan Amefiean may request im ae cordance with its air transpert services in Brasil; ({) Making réservations for transportation by Pan: American Its. aftiated carriers and eonnecting car- riers: =i (¢)- Furnishing such advice and information as Pan American may from tive to time request with respect to Clearances, customs and dimmigration procedure at : . . @ ° : . points in Brasil: (hy) Making arrangements tor suel advertising and publicity as Pan Amerean may from time to time re- quest : (i) Maintaining a centrally located traffic and sales office in Rie de Janeiro in addition to sueh other offiges as PANAIR may from time to time. maintain, which ' & (2426 traffic and sales office in Rio de Janeiro shall be, un- less Pan American shall otherwise agree, at least as large and of the same general appearance as the oftice now being maintained by PANAIR at Graca Aranha and —_—— Barroso Avenues in Rio de Janeiro. PANAIR | agrees to designate a as its agents for the pur- ~ pose of this agreement all of its authorized traffic agents in | fo]. 2340] Brasil and to appoint such additional agents as Pan American may from time to time request, “all in ae- cordance with, and. upon such terms and conditions as shall be set forth in, the instructions (including published agency rules, regulations, policies and. _ practices) given by Pan American. 4 2. Pan hewttie and its affiliated carriers hereby an- fhorize PANAIR to issue (a) tickets, or exchang: orders | exchangeable.tor tickets, for transportation.of passengers and (b) airwaybills or other appropriate form: of con- tract for transportation of express, over the lines of Pan American and of its affiliated carriers and to execute and issue all other documents necessary or appropriate for such transportation, all in the form, and: subject to and in accordance with the tariffs, rates, rules and regulations, prescribed froni time to time by Pan American or its af- filiated carriers,'as the case may be, and -furnished to -PANAIR, it being understood that no such ticket, exchange order, airwaybill or contract will be issued unléss PANAIR shall have received payment of the total charges therefor siecified in such tariffs, rates, rules. and regulations, or shall have made arrangements satisfactory to Pan Ameri- can for the collection of such charges, and that PANAIR will not grant, or permit any agent or broker to grant, any - rebate or discount on any such charges exegpt in accordance with such tariffs, rates, rules and regulations. Pan Ameri-. can agrees to, accept or to cause the appropriate affiliated carriers to accept each ‘ticket, exchange order, airwaybill. or contract so issued by PANAIR. In issuing tickets, ex change orders, airway hills and contracts for transportation over the lines of Pan American or its affiliated carriers, PANAIR shall ‘be deemed. to act only as agent: of Pan a . se. - Mo a5 2497 . . American, or its. affiliated carrier, ‘as the case may be. (fol. 2341] PANALR shall not be liable, and Pan American agrees to indemnity PANAIR and hold it harinless trom and against ali claims, for any loss, damage, injury or delay of any nature whatsoever which shali oecur in con- nection with the carrying out or failure to earry out any obligation to third parties arising by reason of action _ taken by PANAIR pursuant to this Agreement unless such loss, damage, injury or delay shall be caused by the negli- gence or wilful misconduct of P ANAIR. . ~3. Pan American héreby agfees to pay or reimburse te ~. PANAIR the following amounts: « - ‘ (a) A commission equal to 10 per cent of the -total amount of the fares for passenger transportation éver the tines of Pan American and of its affliated carriers, including charges for excess baggage, collected | by PANAIR either directly or through agents, on behalf of Pan American er any of its affiliated CATTICTS | (b) A commission equal te 10 per eent of the total amount of the charges (nag including valuation charges) for air express transportationsover the dines of Pan Aimerican and of its affiliated carriers, collected by PANAITR, cither’directly or throygh- agents, on he: half of Pan American of any of its affijited carriers.; (¢) An amount for each month which shall bear the sane ratio to PANATR'S expenses for such month at _ each airport where catering service er other passenger. ° service is rendered to Pan American during such ‘month, recorded. in| Aecount 663, as the number ef scheduled landings during such month at such airport by passenger aireraft of Pan’ Mwerican multiplied by the standards gross weight thereef bears to the num- ber of scheduled landings during such month at such airport by all aircraft receiving such services from PANAIR¢ multiplied, by the standard gross weight thereof: plus an emount,; which shall bear the same ratio to PANAIR'S nano’ for such month recorded in Accounts 651, 661, 664, 665, 666, 667, G68, G70, 671, 632, 673, 685 and 66 as the portion; of PANAIR’S 6 2428 % . : ‘ ‘expenses for such month recorded in Account 663 pay- able by Pan American hereunder bears to PAN AIR'S expenses for such month recorded in Accounts 651, 660, 661, and 663; plus an ainount equal_to all of PANAIR’S expenses recorded in accounts 682,,687, 688, 690, 691 and 692 which are ificurred solely and directly in con- - nection with services or supplies furnished to Pan Ps American: [ fol. 2342] (d) An amount equal to.25° of PAN AIR’S expenses recorded in Accounts 751 and°752 plus an amount equal to 25° of PAN AIR'S ‘expenses recorded - in Accounts 773, 785 and 786 Which are related to PANAIR'S expenses recorded in .Accounts (751 and 152; : 3 (e) “One half of the cost, exclusive of salaries, but -in- eluding rental, maintenance and all general running expenses, of maintaining the traffic and sales offices. maintained by PANAIR in Rio de Janeiro in accord- | ance with paragraph 1 (1) hereof; (f) Any out-of-pocket expenses specifically ‘requested and approved by Pan Amerigan and incurred by PAN- AIR in carrying out special services (including making by Pan American under this agreement. arrangements: for der tid or publicity) requested - 4. PANAIR agrees to cooperate with Pan American in the operation of Pan American’s international mail,. pas- senger and express air service and that, so. long as this’ agreement shall remain in force and effect, it will use its best efforts generally to aid and assist Pan American in the establishment and operation of such international ser- vice thfrough Brasil, and will not, without Pan American's consent, itself or through any affiliated company or through agents retained or employed on other than the customary flat commission basis, act as agent -for, or solicit or sell transportation services of, any transport company or or- . | ganization cperating an air transport line in competition with the lines-from time to time operated by Pan American. PANAIR further agrees that it will use its best efforts to cause all persons coming te its line or lines and desiring 2429 transportation by air toa point reached by Pan Ameriean's. |: international services to he routed over the route or routes operated by Pan American. 5. PANAIR hereby appoints Pan American, and Pan American agrees to. act, as General Traffic Agent outside Brasil for PANAIR. PANATR—hereby authorizes Pan American and its subsidiaries and affiliated carriers to js- sue (a) tickets, or exchange order exchangeablé for tickets, for transportation of passengers, and (ly) airwaybills or other ajipropriate forms of contract for transportation of [fol. 2343] express, over the lines of PANAIR and to ex- ecute and-issue all other documents necessary or appropri- ate for such transportation, all in the form, and subject to and in accordance with the thriffs, rates, rules and regula- tions, prescribed from time to time by PANATR, it being understood that no such ticket, exchange order, airwaybill, or contract will be issued ‘unless Pan American or one of its subsidiaries or “affiliated carriers and shall have’ re- ceived payment of tle total charges therefor or shall have. made arrangements satisfactory.to PANAIR for the col- lection: of such cliarges. PANAIR agrees to accept each ticket, exchange order, airwaybill or contract so issued by’ Pan American or one of its subsidiaries or affiliated car- riers in issuing tickets, exchange orders, airwavbills or ‘contracts for transportation over the lines of PANATR, ‘Pan American and its subsidiaries and affiliated carriers * shall be deemed to act only as-agent for PANATR. Neither Pan American nor any of its subsidiaries or affiliated ear-' riers shall be liable, and PANAJR agrees to indemnify and hold harmless Pan Aimé rican, its subsidiarjes and affiliated . carriers from and against all Claims, for any Joss, damage. injury or delay of any nature whatsoever whicl 1 shall occur in connection with the earrving out or failure to carry out any obligation to third parties, arising by reason of action taken by Pan American or any of its subsidiaries or af- filiated carriers pursuant to this agreement, unless such loss, damage, injury or delay shall be caused by the nee’ gence or wilful misconduct of Pan Amerivan or ove of its subsidiaries or. affiliated carriers. 6. PANAIR} hereby agrees to pay Pan Ainerican the fol- lowing amounts: LE / / _ 2430 , mc (a) A‘commission equal to. 10 percent of the total amount of the fares for. passenger transportation ov br - the lines of PANAIR, including. charges for excess baggage, collected, either directly: ‘or through agents, by Pan American or one of its subsidiaries or affiliated: carriers on behalf of PANAIR.. (b) A egmmission equal to 10, per coi of the total amount of the chafges (not including valuation charges) for air éxpress transportation over the lines of PANAIR, collected, either directly .or through agents, by Pan American or one of its subsidiaries or affliated carriers on behalf of Panair, * ~ ‘ ~. 7. Nothing herein contained shall be deemed to requide. PAN AIR, Pan American or any of its affiliated carriers to initiaté or maintain service between any particular points. 8. All amounts payable he reunder, includirig all amount (fol. 2344] collected on behalf of either party for trans- -portation sold, shall be paid by crediting PANAIR or Pan American, as the case may be, in open account, the amounts , payable in respect of each month to be sa credited as soon. after the end of such month as is practicable. 9. As used in this agreement, the term “affiliated car- riers” shall include (a), all companies engaged in the trans- portation of passengers, mail ur cargo, by air, for hire, the _ «majority of the outstanding capital stock of which shall be owned by Pan American or by any company which owns the - majority of the outstanding eapital stock of Pan American . or of which Pan Ainerican owns a majority of the outstand- ing capital stock, and (b) any other company engaged in such transportation which Pan American may designate by notice in writing to PANAIR. 10. This agreement shall become effective on January 1, 1944. It shall continue in effect ufgil December 31, 1948, - and thereafter until terminated | by either party at any time ‘after December 31, 1948 upon notice in writing given by either party to the other not,less than 60 days in advance of : the date of such termination. In the event that there shall be any change in the ownership of capital stock of PANAIR 2431 as ‘such ownership exists at the date hereof, Pan American may at any time thereafter,at its election, terminate this agreement by notice in writing given to Panair at least 30 _ days in advance of the date of such termination. IN WITNESS WHEREOF, Pan American and PAN AIR have caused this agreement to be executed in their corporate [ fol. 2345] names by their respective officers thereunto duly authorized. Pan American Airways, Inc. oo By /s/ Geo. L. Rinn View President ‘ WITNESSES ‘ /s/ Joun C. Pirie /s/ Conrav M.- KENNEDY ‘Paxam Do Brasiv, S.A. “* "By /s/ Patio Sampato President : WITNESSES /s/ (signature illegible) /s/ Martue po Ponto [ fol. 2346] Pax American Wortp Airways, Ixc. Exiisir 72 BEFORE THE CIVIL AERONAUTICS BOARD LETTER AGREEMENT, DATED JUNE 22, 1944, BE- _ TWEEN PAN, AMERICAN AIRWAYS, INC. AND PAN- ’ AIR DO BRASIL PROVIDING FOR CERTAIN ADDI- TIONAL SERVICES TO BELRENDERED BY PAN AMERICAN TO PANAIR od sores IN PARAGUAY. “THIS AGREEMENT SUPPLEMENTS’ THE AGENCY 2432 | on, AGREEMENT OF JANUARY 1, 1944 BETWEEN PAN AMERICAN AIRWAYS, INC. AND PANAIR- DO BRASIL. FILED HEREWITH UNDER SECTION 412 ° OF THE CIVIL AERONAUTICS ACT OF 1938, AS AMENDED. Communications with respeet to this subject should be sent to: JOHN C. COOPER, Vice-President and Assistant to the Preside wy Pan American Aitways, Inc. . . 1385 East 42nd Street, New York 7, X. ¥. | fol. 2347) I, AMOS HIATT, her eby certify that 7 am As: sistant Comptroller of Pan American Airways, Ine; that the original executed copy of the letter agreement re ferred to below is in my custody; that the attached document is a full, true and correct copy of the original. Letter Agreenient, dated June 22, 1944, between Pan American Airways, Inc. and Panair do Brasil, S.A. providing for certain additional services to be ren- dered by Pan American to Panair‘do Brasil in Para- guay. Accepted by Vanair do Brasil, June 28, 1944. . /s/ Amos Hiatt Assistant Comptroller November 6, 1944 ° : wy 2433 | [ fol, 2348) ; June 22nd, 1944 Panair do Brasil, S.A. ° Edificio City Bank, IL. ~ 13) hee Avenida Rio Branco, 85 _ - oO Rio de Janeiro . Dear Sirs: The Ageney Agreement between Pan American Airways, Inc., and Panair Do Brasil, S.A. dated January 1, 144, together with our letter understanding of November 8, 143, provides that Panair do Brasil shall be the General ‘Trafic Agent for Pan American in Brasil and also:that Panair shall clear our aireraft and represent Pan American in negotiations with the Government of Brasil as and when requested. The Ageney Agreement also appoints Pan » American Airways to be the General Trafic Agent of Pan air Do Brasil, outside of Brasil, and provides as compensa- tion thesefor commissions on passenger fares, exeess bag gage, and express charges collected by PaneAmerican for. transportation over the lines of*Panair. TheS? understand. ings did not reduce to writing the understanding which has been in effect for the past several sears between the two . Companies, in respect of additional: services whieh Van American Airways, Ine. has been rendering to Panair de Brasil, in connection with Panair’s serviees to and from Asuncion, Paraguay. It ix thé purpose of this letter te con. firm the existing understanding, which we consider to be as follows: I In addition to acting as General Traffie Agent for Pandte do Brasil, in Paraguay under the terms of the Aginey Agreement dated January 1, 1944, Pan American Airways. Inc. will continue to render the following services, (now being performed) for Panair, at Asuncion, Paraguay : A. As and when requested by Panair, Van Amerwan will cause its Paraguayan agent or agents to represent Panair in negotiations and transactions with the Gov- ernment of Paraguay. B. Pan American will perform such acts and execute such documents ax may be required for the clearance . - * 2434 bd at Asuncion, Paragugy. of aircraft of Panair,.and the passengers, crews, and cargo carried thereon, such clearance to include the providing of the personnel re- quired to effect such ckearance and the making of ar- rangements for the presénce of such government officials as may bé required in connection therewith. The radio.and weather facilities and personnel of Pan American at Asuncion shall be available, to serve Panair do Brasil’s needs as it may require in con- nection with its operations in Paraguay. To the extent of the availability of its facilities, sup- plies, and personnel, Pan American shall perform: such. maintenance, mechanical, refueling, inspecting and other services. as nay be requested by Panair do Brasil, for the aircraft at Asuncion. Pan American shall receive, and provide transporta- tion for, passengers, baggage, express, mail, and other [ fol. 2349] cargo of Panair to and from the airport. and Pan American’s airport facilities shall be fully available to Panair passengers and crews. II Panair shall compensate Pan American for. performing? the above items of service as follows: © Panair shall pay Pan American each month an amount which shall bear the same ratio to Pan Ameri- can’s total expense’ in operating and maintaining Asuncion airport and the equipment, strictures, and facilities there, or used in connection therewith, as the ‘number of scheduled landings by aircraft of Panair during such month multiplied by the standard gross ‘weight thereof, shall bear to- the total number of scheduled landings of aireraft of Pan American and Panair at the airport multiplied by the standard gross weight thereof. 1—It is recognized that due to the activities of the Airport Development Program of. Pan American at the Asufcion Airport there arp and will be’ extra- - ordinary airport maintenance expense on the runways, - o ay grounds and other facilities. Accordingly Panair shall share only he ordinary or normal, maintenance ex- pense borne by Pan American, a formula for the establishment of. which will be reached by mutual agreement between Panatr arte Pan American, when experience and development of pleas for the miainte- nance enable such determination. i B. Panair shall pay tg Pan American the full cost of all —dabor, material, and supplies expended by Pan Amert- can in naintaining and servicing aireralt af Panair at Aguncion plus the applicable burder expense, C. Panair shall pay Pan American its out of pocket ex-, penses incurred on behalf of Panair do Brasil in the clearance of Panair aircraft and the passengers, creays and cargo thereon, in the transportation of crews, pas- - osengers and cargo’ from the airport, ino representing Panair in any negotiations with the Government, in the defense or settlement of any claims of litigation affecting Panair, and in performing any other special service for Panair in connection with its operations. arid business in Paraguay. -—D. Panair shall pay Pan American a commission of 5% ~ on all air mail revenue received by Panair (or by Pan American for Panair’s account) from the Paraguayan Post Office. (This extraordinary commission is that which is and has been paid to Pan American's Agent in Awuncion, on Paragtiavan-airamail reyenue of both Pan American and -Panair, respectively.) Il] It is understood and agreed that Pan American's duty Pan American's ability to do So undér all laws, rules and regulations, of any governinental authority. In performing any such obligations, Pan American harmless, from any and all loss, claim® or liability, arising out of the per- formance or non-performance of its duties to Panair. here- under’ except as the same may arise due to the failure af a official of Pan American to exercise due care in the selee- gave rise to such loss, ¢laim,or liability. tion of the employees or agents whose acts or omissions ©to perform any of the foregoing obligations is subject to 2436? IV This understanding may be terminated by either party by giving to the other party 60 days writteh notice, (fol. 2350) If the foregoing correctly states our understand ing please evidence your approval by signing the enclosed’ ' copy of this, letter and returning it to us, «Yours faithfully Pax American. ArRways, IN. F e . F /® Geo. Lo Riu. : i i signed Geo. L. Rihl. Geo: L. Rihl —s at aA December 12, 1946 * Panair do Brasil, S.A. . : ; Rio de Janeiro, brasil Dear Sirs: ‘Referring to the recent: correspondenc e and dise ‘Ussions between representatives of our two companies concerning revision of the amcdunt paid to you by us for providing personnel and office accommodations for us in Brasil, pur- suant to’ the letter agreement whieh accompanied the Gen- eral Ageney Agregment: between us dated as of January 1, 1944, this letter, Seen accepted by vou, will constitute the agreement between us that the figure “$800.00" appearing 2437 sin clause (¢) of the second full paragraph of said letter agreement is ¢ pramarert te to “*t ‘PEGU_OOO™, « ‘Meetive as of August 1, 1946. Very truly vours, a: — Pas* AMERICAN Atnwars, [se > . . F By (ss; Howann Bo Dias ee . y | | View President — e Accerten: December 30, 1946, ey | Paxaik Do Brasit, S.A. “By /sy PAcLoSampato President “ . y . . [Stamp Panair de Brasil SX Reeebode Ti Deg I46 Presidente Rio de Janeiro : : > « (fol, 2352 Pas AMERICAN Wonnn Auew ys. Exe, Exatiner 74 OXFORMED COPy + : a 7 January. 1, 147 Panair de Brasil, S.A. = Rio de Janeiro, Brasil Pe “: ' é , . . _ Dear Sirs: This letter, when aneenpatordd by sone, will comstitiites ed agreement between us dine: nding the Cietne til Neene? Ne ment between uf dated as of January 1. V0$4, -by passenger aireratt of Pan American multiplied by the standard gross werht thereof bears to the number of scheduled landings during such month at sueh air ‘port by: all aireraft receiving such services from Pan air, multiplied by the standard gross weight thereof; plus an amount which shall bear the same ratio te pega s expenses for steh month recorded in Accounts 6321, 63225 6 329, 6835 Cother than expenses wn osaid Ac count referred to in the preeeding elause), 6336, 6337, 6338, 6545 (freight. express and parcel post, only). G24, 6350, 6353 (supplies for motored vehicles, only ) and 6367, as the portion ef Panair’s expenses for such -month recorded in Account 6335 payable by Pan Ameri gan pursuant to fhe first clause ofthis subparagraph, (c) bears to Panair’s expenses for such month recorded in Accounts 6321, 6522, 6524, 6528, 6429 and 63595 plus un-amount equal to allot Panair’s expenses Tecarded in Accounts 63428 (motor vehifle expense, only), 69351, ° 6352, 6363. and 6367 whieh are meurred solely and di- rectly in, connection with services and supplies fur nished to Pan American > ¢ ‘| fol. 28 353 | “cd) An amount equal te 25° of Panair’s opep &* . expenses recorded in Accounts 652} and 6522. It the foregoing corer thy stathd our understanding, will you kindly sign and return to us the enclosed copy ef this %° letter. — . ; Sus truly vours, ad : ‘ Pax American Airways, [Nc. > o 4 “8 . . By /s) eR. Bauirper a . Accertep: October 22, 1947 > ’ . 7 fe . : ' Panaik Do Brasit, S.A. 4 ery ‘ By /s) PavLo | SamPato : _ President * 2 bec :. Comptroller : Vice President-LAD, Miami Ass’t. General Counsel, Div. Accountant-LAD. Miami Treasurer-Panair do Brasil, Rie 0 are 2439 | fol. 2354) PAN Amenic AN Wort Leo Amways, Ine. Exit 75 (Emblem) ; ; : , PANAITIR DO BRASIL. S.A. ” Epiricto Citry—W. Rie Branco So— Rie pe aN tkiro Samet, ° (ABINITE DE - ee : oO PiksIDENTE | e January 6, 1947. , > / AMENDMENT No. 2 \ , aa. ) ap oanemiean Airways, Ine. * 7 ens NEW YORK—L S.A. \ “a ‘ Dear Sirs: : foe Referring to ‘the recent correspondences anal digi-ussions between representatives of our two companies concerning revision of the amount paid te Ms by you for providing personnel and offer accommodations for votranm Drasil, pur suant to the letter agreement whieh accompanied: the ben eral Ageney Agreeinent betyween us dated as of January "1, 1944. thissletter, when accepted by you, will constitute | the agreement between us that.the figure Crs60.000,00,.ap- pearme mnelause (ej of second tall paragraph of said letter agreement as cinended ba letter agreement dated Decefiiher 12, 146, o> changed to CrROS.O0OQ00, effective ap of Deeen ber 1. 146. : ys Vers truly vorrs, 4 = m Od Panam Do Brasm. SoA. By os) Patio Sampate President ‘Accepted: Jan 13 1947 } Pan ‘Ax: miCAN AIRWAYS, Ixe, By s Howarp B. Deas F . > View President) © oe nd . ? — 2440 [ fol. 2355] ‘PAN AMERICAN Wins’ Airways, Inc. Exuisit 76 1, Joseph J. Cantwell, hereby certify that 1 am Assistant Secretary of Pan American“World Airways, Inec.; that the attached document (s) is fare) a true and complete copy (s) ', of the document (s) evidencing the following agreement: Letter Agreement, dated February 19, 1952. and ac- cepted on May 14, 1952, between Pan American’ World Ajrways, Inc. and Panair do Brasil,;S. A., amending the General Ageney Agreement between the parties . dated May 1, 1947 so as to provide for a change in the commission rates (CAB No.. (illegible) ). /s/ Josepu J. CANTWELL Assistant Secretary Dated: June 18, 1952 [ fol: 2356) , | CON SFORMED copy (Letterhead of) ‘PAN AMERICAN WORL D AIRWAYS SYSTEM oe ie dae February.19, 1952 . Panair do Brasil, S. A. * Avenida Rio Branco, 85-10 Rio de Janeiro, Brazil Gentlemen: ; - . P This letter, when accepted by vou, will constitute our agreement to amend the Rao Agency Agreement, dated as of May 1, 1947, between us, so as:to change the ain and figure “10 per cent”, appearing in clause (1) of .Para- ‘graph 4(b) and in clause (i) of Paragraph &(b) theryof, to “Thy per-centy, as of XXXXXXXXXNNXX, June Ists 1962 » a. ie ey ‘ . 2441 If the foregoing correctly states our understanding, will vou kindly: sign and return te us the enclosed copy of this letter. _ Very truly vours, Pax American Worip Amways, Nc. / / ~*~ /s/ Wintis G. Lipscomn. Willis G. Lipscomb eAccePTED: May. 14th, 1952 Panam Do Brasiz, S. A. ° By: /s/ PauLo Sampaio President [fol. 2357 | Pan AmeEricaN Worip Armways, Ixc. Exutser 77, GENERAL’ TRAFFIC. AND SALES - AGENCY AGREEMENT | This AGREEMENT, mad as of January 1, 1955. Be- tween PAN AMERICAN WORLD AIRWAYS, INC. a corporation organized and existing under the laws of the State of New York, hereinafter referred to as “Van Ameri-. ean”and PANAIR DO BRASIL, S.A.. ad corporation or” ganized and existing under the laws of Brazil, hereinafter ‘referred to as the “Company”, WITNESSETH THAT: WHEREAS, Pan American operates an extensive sys- tem of international air transportation services, which sér- vices extend to and through Brazil and Latin America, th and througik Europe, Africa and the Middle East, and te and from the United States of America: and WHEREAS, the Company operates ain transportation services in Brazil, and between Brazil and Argentina, Peru, Chile, Europe, Africa and the Middle Kast: and WHEREAS, Pan American and the Company are parties , to an agreement dated as of May b, 1947 under which. the -_/« 2442 i) ~ Company acts as General Traffic and Sales Agent in Brazii for Pan American and its affiliated carriers, and Van American and its affiliated carriers act as General. Traffic and Sales Agent outside Brazil for the Company; and WHEREAS, the parties desire to terminate said Agree- ment, and to enter into a new agreement upon the terms _and conditions set forth hereim; NOW, THEREFORE, in consideration of “the mutual covenants and agreements herein contained, the parties hereby agree as follows: 1. Pan American.and the Company ‘agree to accept as general basis for their reciprocal relations for the sale and/or handling of passengér, express ands cargo trans-— portation over their respective lines, the conditions and stipulations: contained in the INTE RNATIONAL AIR ‘TRANSPORT ASSOCIATION: (PATA) INTERLINE - TRAFFIC, ‘BAGGAGE AND (CARGO HANDLING [ fel. 2358} AGREEMENT (hereinafter-sometimes referred te as the “IATA Agreements”), except as otherwise spe-,” cifically and mutually agreed upon herein. Pan’ American aid the Compariy have heretofore. become parties to the— IATA Agreements by making written application’ to, and depositing executed counterparts of said [ATA Agreements with, the Secretary of the Traffic €'ommittee of LATA, but neither party has coneurred in the particabadion: with the _ other as‘a party to said [ATA Agreements. Prior to April | 15, 1955, the Company shall submit to the Traftic Direc tor’ of IATA in writing, its concurrence in the participation with Pan American and its affiliated carriers as a- party” to the LATA Agreements, and. shall promptly ‘thereafter notify Pan American and its affiliatéd carriers in, writyng of the submission of sueh concurrence. Promptly after/the receipt by Pan American of the notice referred to in the preceding sentence, Pan American shall submit, and: ar- range for its affiliated carriers to submit, to. the Traffic Director of LATA, in writing, their concurrence in the participation with the Company as a party to the LATA Agreements. Notwithstanding the provisions of the TATA Agreements relating to the time at which said IATA Agrec- oo. 24455 ‘ / . . ments shall become binding between any. of the parties thereto, said LATA Agreements shall be deemed effective as between the parties, hereto, including affliated carrier; of Pan American, as of the effective date of this Agreement, : 2. Pan American and its affiliated: carriers, on the one hand, and the Company, on the other, agree, in aecordance with the general and basic conditions established here- under . to tender ‘tor each other such additional services as way be listed in the ANNENES to this Agreement, ax t same may be amendéd from time te tine, which serv kes are not Cov ered by the LATA Agreement. [ fol. 2359) 32° Pan “Aimerican hereby appoints the fom: pany, and the Company agrees te act as General Traffic and Sales gent in Brazil (except in the states, territories, regions and cities specifically excluded by Annex no. 1) and in aracuay, for Pan American and its, affiliated ear riers. As such General Traffic and Sales Agent, the Com- pany agrees that it will perform such services as may be appropriate to promote passenger, mail, express and cargo trafic over the lines of Pan American. end its affiliated carriers and, in cooperation with Pain American) to arrange for trans portation of passengers, baggage, awl, express, and vargo over such lines. In the event Pan American shal! desire to establish its own sales offices in cities or regions in’ Brazil (other than those established prior to the effee- tive date of this Agreement), Pan Ninerican shalf be per initfed to do so upon giving the Company not les agrees fo pay to Pan American for ales made in the territery in: which Pan American and its affiliated carriers act as General Traflie and Sales Agent for the Company, in addition te any com. missions payable under the LATA: Agreements: (i) A commission’ equal te three (3°) percent of ghe ‘total amemnt of the applicable fpres for passenger tran portation over the lines of the Company, excluding gxees> baggage weight. charges and valuation and insurance charges on baggage, seld in such territery, including trans portation seld by other carriers, {fou 2364) Ci) A commission equal to-two and one-half (21.40) pereent of the total ameunt of the appheable charges (not including insurance and C.0.D. charges) for air express and cargo transportation ever the lines of the Company, sold in such territory, meluding transporgition ‘sold by other carrier: but excluding charges collected for. shipments for whieh the air waybill is net isstead in such territory. « (¢) In addition to any other remedies wich either party may have, ne commission shall be payeble with respect to any sales which are not made in accordance with the instructions, rules, regulations, rates and tariffs of sand parts as provided in paragraph 6 hereof, 1d) No conmnission will be payab’+ with respect fe any fares or charges which shall be refunded except as other wise provided by the party over whose lines the transpor- ‘tation is or is to be carried out. 2448 . ; (e) Each party hereby agrees to pay or reimburse te the other party any out-of-pocket expenses specifically re- quested and’ approved by such party and ‘incurred by thé other, not chargeable to passengers or shippers (other than the cost of routine notices, distribution of time tables and sales promotion material, solicitation and salaries of per- sonnel, office rental, telephone service and other expenses incurred in performing such’ services as are customarily performed by a General Fraffic and Sales Agent) in carry- ing out special sérvices (including such expenses for adver- tising and publicity and catering) requested under this seein 2365) y. (a) Each party agrees to indemnify: the a ‘and hold it harmless. from and against all claims, for any loss, damage, injury or délay of any nature what- soever, including costs and expenses, which shall occur in connection with the transportation ‘services of said party or in counection with the carrying out or failure to carry out any obligation to third parties arising by reason of action taken on behalf of said party by said, other party as General Traffic and Sales Agent pursuant to this’ Agree- -ment unless such:loss, damage, injury or delay shall be caused by the ‘negligence or wilful misconduct of said other party. Pan American agrees to obtain a similar commit-’ ment from each of its affiliated carriers with respect to its transportation services and obligations to third’ parties arising by ‘reason of action taken on its behaif. (b) Each party hereby releases the other from all lia- . bility to it for loss, damage, injury or delay, arising by reason Of any action. taken or omitted to. be taken on be- _ half of said party by said other party as General Traffic ant Sales Agent pursuant to this Agreement unless such loss, damage, injury. or delay shall be caused by the negli- guiice or wilful misconduct of said other party. ° (c) It is expressly understood, without limiting the yen- erality of the foregoing provisions of this parazraph 9, that expenses to either party arising from any fines, penalties ‘or detention expenses imposed by any government. or governmental agency (or.whieh any government or govern- 4 : 7 ar ae | : 2449 mental agency attempts to impose), as the resilt of neg- ligence on tiheapat of the other in performing the function's provided for.in paragraph 5 (f) of this Agree ment, shall be for the account of said other party. [ él. 2366] (d) The. provisions of this puiragraph 9 shall relate to matters dealt with in this Agreement other than matters dealt with in the LATA Agreements, and shall not be deemed to modify anvei! the provisionsgoef said agree- ments. The provisions of this paragraph 9 o& hal be appli- cable to any functions provided to be performed by either party for the other b¥ the terms of this Agreement, in the > territory in-which. such party acts as General Traffic and Sales Agent for the other, which functions may also be provided for by the terms.of any ground handling agree. ment, ground servicing agreement or other: agreement. be- tween the parties, notwithstanding any provision: to. thie contrary, or inconsistent therewith, in said ground handling agreement, groaind servicing agreement or other agreement, 10. Each party agrecs to cooperate with the other in the operation of passenger, mail, express and cargo air ser- vices of the other and that,.so long as this Agreement shall remain in force and effect, each Party will use its best efforts generally to aid and assist the other in the estab- lishnient and operation.of such services. : } ‘ 11. All expenses for telegiams, cables, radiograurs or other comniunications sent in connection with or pursuant to this Agreement, ineludings: communications relating to” reservations and canceilations of reservations, shall be borne by the sender. - ° 12. Except as otherwise agreed upon. bet ween the parties in writing, settlement of all amounts payable hereunder, including all amounts collected on behalf of either party for transportation sold under the provisions of.the LATA Agreements, shall. be made in accordance with the appli- cable rales and regulations of the LATA Clearing House. [ fol. 2367] 13. In the event that Pan American shall have: arrangements “(hereinafter referred to as ,an “Interline Agreement”) with any other carrier other thay pursuant o 2450 to an IATA Interline Traffic 7 so to whieh Pan American and its affiliated carriers are authorized to sell transportation over the lines of such other carrier and such other carrier is authorized: to-sell transportation | ‘over the lines of Pan American and its affiliated carriers, ° * 2 it. is understood that the Company jean aMiliated carrier * | of Pan American for ghe purposes of the Interline Agree- ment and the Company is uereby authorized to sell trans. portation, and agrees to honor transportation sold, yur - suant to the Interlige Agreement, subject to all the ‘ternf: and conditions thereof. The basis of compensation and the other principal features of all: interline Agreements in effect ‘at the time wil! be set forth in the traffie-rules. and regulations currently furnished to the Coffpany by Pan . American and copies of such agreements will be furnished =~ $ to the Company upon request. Hb further understood that, . with respect to any transportation sold in accordance | with the Interline Agreement: ; ce (a) Settlement will. be effected between, Pan Anierican and the Company in. the same manner as settlement. is ’ effected pursuant to this’. Agreement, or in such manner as ; shall be mutually agreed upon ;: (b) The Company’ shall have all of the rights and obli-- gations, and only the rights and obligations. provided under the Interline Agreement w ath respect to affliated carriers of Pan American; ¢(¢) No commission or -other compensation or payment (including reimbursement of commissions or paytnent to sub-agents or others) will be paid by or tothe Compan? except to such extent'as may be provided in the Interline “Agreement: and [fol.. 2368] (ad) The Company agrees to haihsienity- and hold harmless Pan American from and against all claims, } including costs and expenses, and to reimburse Pan Ameri-. ; ecan for all amounts paid by Pan American pursuant to the Interline Agreement or otherwise by reason of any actio taken by the Company pursuant to this paragraph’ 13. 2 14. In case Pan American shall.take action of any kin in conhection with the sale by the Company of transpor- tation over the dines of an affiliated carrier of Pan Ameri- can, or the sale by an affiliated carrier of Pan Ame ‘rican of transportation over the lines of the-Company, or ih connee- tion with the sale by the Company of transportation over the lines of a carrer with which’Pan American has -an Interline Agreement, or the sale by any such carner of transportation ‘over the lines of the Company, Pan Ameri- ean. shall Be deemed to be acting only as sagent for the carrier aver Whose lines such transportation is to be carried out and shail be undér no ‘liability to qhe, Company in connection therewith, including, but withouy limitation, Ija- bility for payinent of commissions seothersayiments unless collected by Pan American on b@yalt ofthe Company, ex- cept for its awn negliggnee or wilful nusconduet. 15. It is agreed that the name as an American 4, vanair’, “Pan Awerican Airwas gvstem’. “Pan Ameridan World Airways", “Pan Amerwan World’ Airways System™, and a and the Pan. American insignia and any other special or distinctive phrase, inark, name or slogan Fe- ating yp Pan American and used on-advertising mate rial or othétwise by the Company, including all accompanying sroodwill, are and are to remain the property of Pan -Ameri- can, and that the name “Panair do Brasil” anf the Com. pany’s insignia and any other special or.distihetive phrase, (fol. 2369] airk, name of stogan relating to the Company nnd cused of advertising material or otherwise by Pan American, including all accompanying goodwill, are and are to remain the property of the Company, and) Pan American and the Company agree to cooperate fully with . each other in the protection of such names, Insignia, plirases, slogans and. marks. It ts voustionag Bae Heh that the Com panty will be permitted to register in Brazil only the name “Panair™ as their cable auldress ne Braail ‘16. Any controversy or elaine arising out of or in any manner relating to-this Agreement shall be referred to and finally settled by arbitration in accordance: with the ‘pro: cedures set forth below, and if necessary. judgment on the award rendered anayv be ente rest inany court, having juris: diction thereof, . 2452 > te (i) If the. parties agree to the appointment of a single (ii) If they’ do not so agree the one tribunal shall consist of three arbitrators. Each party shall ap- arbitrator, the arbitral tribunal shall consist of him: alone. point one: of fhe three arbitrators, and the arbi- trators so appointed shall appoint the third, who - shall act-as chairman. Should the arbitrators ap- pointed by the parties fail to agree on the appoint- ment of the third, or should either fail to appoint his arbitrator, any supplementary appointment re- quired shall be made by the Director General of. the Internation@l. Air Transport Association (IATA). (iii) The Director General mays at the request of either party, fix any time limit he finds apprépriate within ‘which the other party, or the two arbitrators ap- [fol. 2370] pointed by the parties, shall constitute the arbitral tribtnal. Upon ‘the expiration of this time limitéthe Director General shall take the action prescribed in the preceding paragraph to constitute the tribunal e r. (iv) W hen the: arbitral tribunal cimsiate of three arbi- .trators, its decision shall be given by majority vote. (y) The arbitral tribual shall settle its own procedures ‘and if necessary shall decide the law to be applied. “The award shall include a direction concerning allo- cations of costs and expenses of and incidental to the arbitration (including arbitrator fees). (vi) The award shall be final aad conclusively — oe F ot ‘2 -./ upon the parties. | \ ; ° As vient 1 in this Agreement, ‘the term “affiliated car- riers” shall inciude all companies other than the Company éngaged in‘the transportation of passengers, mai, express . or cargo, by air, for hire, capital ‘stock of which®shall’ be. owned by Pan American, which Pan American may desig- ‘nate by notice in writing to the Company. 4 2453 , “* 18. (a) Unless otherwise provided for in the Annexes to this Agreement, this Agreement shall become effective on. January 1, 1955, and shall continue in éffect until De- cember 31, 1955 and thereafter until terminated by either party at any time after December 31, 1955 upon natice in _ writing given'to the other not less than nisefy (00) days in advance of the date of such termination. ‘T@rmination 4 this Agrepment shall not relieve either party from any obhi- gation or liability on its part arising fronyor connected with ‘fol. 2371] tickets, exchange orders, airwaybill or ‘other contracts for transportation issued or executed prior to, such termination nor shall it relieve either party from any liability on its part basgd upon any state of facts existing prior to Such termination. — .- » - °* (bh) The general traffie and. sales ageney agreement be- tween Pan American and the Company dated May 1, 1947 ° is hereby terminated as of the effective date of this Agrée- ment..- .- .° . ; The provisions of this Agreement shall be subjeet to ul applicable rules and resolutions, including but not limited to those relating to commissions, of the Interna- tional ‘Air Transport Association (IATA), or any branch, -comnittee, or conference the ‘reof, which is binding upon either party to this Agreement or to any applicable agree- ment made by either party to this) Agreement and approved by the IATA, ‘and said provisions shall be decried to be amended by any such rule, resolution or agreement to the extent that said provisions are in conflict with such rule, resolution or agreement. Notwithstanding the provisions ) of paragraph 9 hereof, expenses to either party arising . from any fines or penalties imposed pursuant to any suc’. rule or resolution of the IATA, as the result.of any action taken or omitted to be taken hy the other as General {l'raffie and Sales Agent hereunder, shall be for the account of said other party, provided that said other _ party shall net be required to take anv action he reunde. in Violation of any such rules or resolutions. , . . 20. Any notice require or permitted to be given pur suant to this Agreement shall be duly given if sent by mail ? ee 2454 aos iw ee addressed, in the case of notice to Pan Ameri@an, to Vice, President—Traffic and Sales, Pan “American ooo Air- ways, Inc., 135 East 42nd Street, New York, 17, N.Y., U.S.A., or to such. other address as Pan Amprican may from time [fol. 2372]to time designate for the purpose, and in the case of notice to the Company, to the president. Panair do’ Brasil, S.A., Rio de Janeiro, Brazil, -or to such other ad- dress as the Company may fronttime to time designate for the purpose. 21. This Agreement consists ' paragraphs 1 through 21, together wth Annexes Nos. 1, 2 and 3 as the same may '_ hereafte r be amended by mutual agreement in w riting be- tween the parties. : IN WITNESS WHEREOF, bes American waa the Com- paliy have caused this agreement to\be executed in the cor- porate names by their respective officers thereunto duly authorized. _Pan American Worutp Arrways, Inc. Ce i . i By /s/ (Signature Illegible) . Vice. President-Traffic & Sales WITNESS: ° _/s/ (Signature Tllegible) Panarr po Brash, S.A. By /s/ (Signature Illegible) - WITNESS: . /s/ (Signature Ilegible) | Q /s/ (Signature MMlegible) 5 . ' 2455) [fol. 2373] GENERAL TRAFFIC AND | SALES AGENCY AGREEMENT ANNEX No. 1 1. In accordance wth the provisions of paragraph 2 of the GENERAL TRAFFIC) AND SALES AGENCY AGREEMENT to which ‘Pan om ‘rican &nd the Com- pany are parties: (a) - (bd) Pan American on one side, agrees to act as General Traffic and Sales Agent on behalf of the Company outside the countries of Brazil and Paraguay ex- cept in Argentina, Austria, the Azores, Bahrein, Belgium, Cyprus, Denmark, — E: gvypt. Jengland, France, French Moroceo, French West Africa, Fin- land, Germany, Greece, Holland,” leeland, “bran. Iraq, Ireland, Israél, Italy, Jordan, Jugoslavia, ‘Kuwait, Lebanon, Luxembourg, Norway, Portugal, Saudi Arabia, Scotland, Spain, Sweden, Switze v. . land, | Syria and Turkey: and The Company, on the other side, agrees to act as General T.affic and Sales Agent on ‘behalf of Pan American in the country of Brazil (except in the territory of the Federal District and the State of Rio, and the State of Sio Paulo, or any other cities or regions in Brazil which may be except | ater as provided for in paragraph 5) and in the ountry of Paraguay. “. Pan American agrees to assist the Company in negotia- tions with governme nt, agencies in the countries in which Pan American acts as Ge néral Traffic and Sales Agent for the Company, except Chile and Peru, ‘to, such an extent as shall be requested by the Company,-and. any out-ofepocket expenses incurred in| furnishing such assistance will -be reimbursed by the C ompany. The C empany agrees ta assist ~. Pan, American in negotiations with the government agencies in Brazil, to such an extent as shall be requested by Pan Ame ‘rican, and any out- Of-pocket expenses incurred ‘in, fur- 2456 | (fol. 2 374] nishing such suiiatunee will be sciudilanail by: Pan ke rican. ; . » The conditions establishe cin this Annex No. l,shall be- come effective - as of. January 1, 195 39, Visions of paragfaph ‘1 (b) above with respect to the Pan Anierican shalLhave, the right to ta the pro- * exeeption of the territory of the Federal District and the State of Rig’and the State of Sao Paulo, upon notice *. in writing given to the Company not less than sixty (60) ‘RL Co _——. days in advance of the date. of such termination, in which, event there ‘shall be appropriate modification of the provisions ‘of “Annex\ No. 2 (Federal District and ° State of Rio—Brazil) and/or Annex -No. 3 (State of Sao Paulo): Jj oe ret GENERAL TRAFFIC AND SALES AGENCY AGREEMENT : - 6 . ANNEX No. 2 - (Federal District and State of Rio—Brazil) In accordance with the provisions of paragraph 2 of the GENERAL TRAFFIC AND SALES AGENCY AGREEMENT to which Pan’ American and the Com- . pany are pariies, Pan American and the Company have mutually accepted the additional provisions, héreinafter - deseribed, and solely applicable to the: territory of the Federal District and to the State of Rio.in the country of Brazil, and which provisions are not contained in the IATA Agreements: -_ 1, The Company agrees to act, on behalf of Pan Ameri- can, as General Traffic and Sa'es Agent exclusively for the air expregg, air cargo, and mai! business and . perform this function, in accordarice with the con- ditions set: forth in the Géneral Traffic and Sales Agency Agreement referred to above, and to the “extent that, such conditions: are applicable .to the eer air express, air cargo, and mail business. a” S ke In consideration of the international air UXPTEss, air cargo,-and mail traffic volume of Pan Aimeriean in Rio, Pan American agrees to participate in the ex- penses “to cover the ope ration and maintenance of -the Company's air cargo offices to the extent of the monthly fixed amount of Cr$50,000. If computing this participation, among others, the follogring fac-_ rs have been taken into account: a) Average volume of sthe international air ex- press and cargo discharged by Pan American in Rio as compared to the same volume of inter- national air express and air -carge discharged » * by the Company; and ; ' | foMMe376] b) Average volume of “collect ship- ments” of Pan American and the related fune-. tions of the manipulations of shipping and clear- ance documents, the physicals collections of the . charges, and the preparation of the correspond- ' ing reports for accounting purposes. 1.3 “The Company agrees to make available to Pan American one of. the show windows of the Com- pany'sqnain Sales Office (Castelo), for the exhibition of Pan American's advertising and display ma- terial; provided; however, that the materials and labor required for the installation and/or decora- tion of these show windows will be for the account of * Pan American. 2. It is understood that either party may at any time re... quest a total or a partial revision of the computation of the amounts established 1 in, the foregoing. provisions. 3. The conditions vitahliche if} this Annex No, 2 shall hecome effective as of January 1, 1955. : 258. | . : ) | [fol. 2377}. : | GENERAL TRAFFIC AND SALES AGENCY AGREEMENT . ANNEX No.3 . (State of Sao hare 1. In accordance with the provisions of paragraph 2 of the .GENERAL TRAFFIC AND SALES AGENCY AGREEMENT, to which Pan American and the Com- pany are parties, Pan American ahd the Company have mutually accepted the additional provisions, hereinafter described, and solely applicable | to the territory of the State of Sio Paulo in the"country of-Brazil, and which provisions are not contained in the IATA Agreements: 1.1 The Company agrees to act, on behalf of Pan Ameri- . can, as General Traffic and Sales Agént exclusively - for the air express, air cargo, and iail business and perform this function, in accordance with the condi- tions set forth in the General Traffic and Sales Agency Agreement referred to above, and to the exteat that such conditions are applicable to the ; _ air express, air cargo, and mail business. ‘ ~ . ’ 1.2. In consideration of the international air express, aj * edrgo, and mail traffic volume of Pan America _ Sao Paulo, Pan American agrees to scidiagie i in ‘ the expenses to cover the operation and maintenance ~of the Company's air cargo offices to the extent of the monthly fixed amount of Cr$s80,000. In com- puting this participation, among others, the fol- lowipg faetors have been taken ingo account: a’ Average volume of the international air express and cargo discharged by Pan American in Sao Paulo as compared to the same volume of inter- national air express and air cargo discharged by th: Company; and . ‘ F 8) Average volume of “collect shipments” of Pan Arrrican. and the related iunctions of the |. —_———— - ts—e 2459 - manipulations. of shipping*and clearance docu- . | fol. 2378] ments, the physical collections of the charges, and the preparation of the correspond- * ing reports for accounting purpo: es. 2. It is understood that either party may at any time "request a total or-a partial revision of the computa- tion of the amounts established in the foregoing pro- _ Visions. 3. The conditions established in this Annex no.3 shall be- come effective as of January 1, 1955. [ fol. 2379) Paw American Wortp Airways, Isc. Exuupit 78 PAN-AMERICAN WORLD AIRWAYS SYSTEM General Offices, Chrysler Building, ss 135 East 42nd Street, New York 17, N. Y. , December 13, 1955 — Vanair do Brasil, S.A. ‘ Rio de Janviro, Brasil Gentlemen: Reference is made to the General Traffic and Sales Agency Agreement betwegn our respective companies dated Janu- ary 1, 1955. In accordance with the pro@isions of Para- graph 17 of said Agreement. Pan American hereby desi¢- nates the following carriers as affiliated carriers of _Pan American forthe purposes thereof: , Aerovias Nacionales de. Colombia, S.A. Compania Mexicana de Avionps, S.A. Lineas Aereas Costdesicenses, S.A. Pan. American Grace Airways, Ine. Pan American also hereby designates Acronaves de Mexico, S.A. pursuant to Paragraph IV of said Agreement, as an affiliated carrier of Pan American, solely with respect to matters relating to participation in the [ATA Interline Traflic, Baggage and Cargo. Handling Ageregate, and Pan- 2460 “air do Brasil, S.A., ‘wane: ax General Traffic. and Sales . Agent unde r the Agreeme nt. Will you ple ‘ase indicate your acknowledgment of the re- ceipt of this letter on the enclosed copy, and return the saine to us. 7 ery truly yours, Pan American WorLp Airways, INc. /s/ Wits G.° Lipscoms — sai bg Willis G., Lipscomb : ; Vice President, Traffic & Sales . ACKNOWLEDGMENT: PANAIR DO BRASIL, S.A. By /s/ illegible [ fol. 2380] Pan American Wor.p Airways, INc. a 79 AMENDMENT NO. 1 THIS AMENDATORY AGREEMENT, made.as of July 1, 1957, between PAN AMERICAN WORLD AIR- WAYS, INC., a corporation organized and existing under the laws of the State of New York, hereinafter referred — to as “Pan American”, and PANAIR DO BRASIL, S.A., a corporation organized and existing under the laws of Brazil, hereinafter referred P as’ the “Company”, a WITN ESSETH THAT: WHEREAS, Pan American and the Company have en- tered into,a General Traffic and Sales Agency Agreement dated January 1, 1955, whereby the Company acts as gen- eral traffic and sales agent for Pan American and its af- filiated carriers in the eountry of Brazil (except in the ter- : ritory of the'Federal District and the State of Rio. and the State of Sao Paulo) and in the country of Paraguay, and whereby Pan American ‘and its affiliated carriers act as. general traffic and sales agent outside the countries of Brazil and Paraguay (except in certain countries, regions —s ae) ant cities designated: in paragraph 1 (a) of pen No. 1 thereto) ; and WHEREAS, Pan American and the Company desire to \ amend the General Trattie and Sales Agency Agreement to exclude the country of Uruguay fromthe territory in which Pan American and its affiliated carriers act as general traftic and sales agerit for the Company ; ‘NOW, PHEREFORE, in consideration of the mutual covenants and agreements herein contained the parties hereby agree as: follows: ; a hiragcaph 1 (a) of Annex No. 1 to the General Trattic and Sales Ageney Agreement is hereby amended, effective | fol. 2381] as of J uly 20, 1957, by the insertion of the name, “Cruguay” after the name “T urkey’ * appearmg therein. 2. Except as herein specifically amended, all of the terms and conditions ef the General Traflic.and Sales Ageney Agreement shall remain in full. force and. effect. IN WITNESS WHEREOF, Pan American and the Com- pany have caused this Amendatdry Agreement to be exe- cuted % their corporate names by their respective, officers thereunto duly authorized as of the day and year first above _ written. Pan’ Americas Worip Airways, Inc. /s/ Witiis G. Lipsecoms Willis G. Lipscomb : Vice Presf{dent-T raftice & Sales od “WITNESS: /s/ (legible), * | nar Panxair Do Brasiz, S.A. ¢ /s/ Cesar Pires DE MELLO Cesar Pires de Mello. Director Superintendent WITNESS: ; /s/ Presto Commercial Manager . 2462 : [fol. 2382} PaX AMERICAN Worep Aswave, tac. Exmuncr 80 AMENDMENT NO. 2 THIS AMENDATORY AGREEMENT. poaes as of Dec. 11, 1957, between PAN AMERICAN WORLD AIRWAYS, ___INC., a corporation organized and existing under the laws” _ of the State of New York, hereinafter referred to as “Pan — American”, and PANAIR DO BRASIL,'S.A., a corpora-— _tion organized and existing under the laws of Brazil, herein- ‘after referred. to as the * ‘Conipany”, WITNESSETH THAT: -WHEREAS, Pan American and the Company have en- tered into a-General Traffic and Sales Agency Agreement dated January 1, 1955, as amended by Amendment No. 1 thereto dated July 1, 1957, whereby the Company acts as general traffic and sales agent for Pan American and its | affiliated carriers in the country of Brazil (except in the territory of the Federal District and the State of Rio and the Sta of Sao Paulo) and in the country of Paraguay, and whereby Pan Ameriean and its affiliated carriers act as general traftic and sales agent outside the countries of Brazil and Paraguay (exeept in certain countries,, regions and cities Gomppnnaed 4 in paragraph 1 (a) of Annex No. 1 there- to); and WHEREAS, Pan American and the Company desire to amend the General Traffic and Sales Agency Agreement to delete the provisions set forth in Annex No. 2 thereto . relating to the Federal District and State of Rio—Brazil; NOW, THEREFORE, in consideration of the mutual covenants und agreements herein contained the parties - hereby ygagree as follows: 1. The provisions set forth in Annex No. 2 to the General Traffic and Sales Agency Agreement are hereby deleted in (fol. 2383] their entirety, effective as of Dec. 11, 1957. 2. Except as herein specifically amended, all of the terms and conditions of the General Traffie,and Sales Ageney » > - /s/ Prestox * C.J. Bilwiller Esq., 2463 € Agreement, as heretofore ame pended, ioe, remain in full -force and effect. "IN WITNESS WHEREOF, Pan Ainerican and the Com- pany have caused this Amendatory Agreement to be -exe- cuted in their corporate names by their respective officers thereunto duly—authorized as of the day and year first ‘above written. Pax American Worip Atrways, Ixc. © /s/ Wituts G. Lirescoms _ Willis G. Lipscomb Vice President-Traftie & Sales "WITNESS: }s/ (Megible) Panatr Do-Brasii, S.A. /s/ crea Pires pe Metto—- ‘esar Pires de Mello _ Director Superintendent WITNESS: - H. P. Preston Commercial Manager ‘Lfol. 2384] Pax American W ORLD Airways, Ixc. Exnirit S1 New Yark, August 30th, 1927 Nitrate Agencies Ltd., Iquique, Chile. “ ~ Dear Billwiller :— : . ‘ Thank you ‘very wtih indeed for your info rmal and interesting, letter of August 5th. Our expert has reported on ‘a project for passenger service all the way down the Coast, also on a service from “—_, 2464 — Panama up to Callao.and return and also on a service for mail only all the way down the Coast. : The Post Office Department. has no- appropriation: -avail- able for carriage of the mail at a greater rate'than 80¢ a pound which is too low to make even a mail service Rrofit- able. The general. idea is winning some converts here and when it has taken a little more definite form, | will. write ‘you more: fully. > . Very truly yours, | RHP.C i} ; [fol. 3385) Paw American Wortp Airways, Inc. Exwupir $2 MEMORANDUM | . Date. August 31st, 1927. | To Mr.CARTER “ Dept. From Mr.PATCHIN. — Dept. SUBJECT: AVIATION Herewith estimate of capital. and operating cost for weekly air mail service from Colon to Valparaiso which I hope you will find time to look over. ~s, ~~ Nou estimate of revenue is included as it will all depend on what arrangements we can make with the Post Office 7 Department. Some revenue can be derived, from’ passen- gers as the plane specified would hav e accommodations for: three or four passengers. as well as two pilots. It is not advisable on air navigation over waters such as the West Coast to use a smaller plane. ab ’ My personal opinion is that we ought to use flving boats ) . instead of amphibians, but no fiving boats have yet been built in this country. : on . ‘R. H. Parcuiy . “{fol. 2386) Mr. Harold R. Harris. - 2465 Pan AMERICAN W ontp Airways, ENc. Es XHiBIT 83 ee 23, 1927 Huff, Daland Dusters, Ine. O uachita National Bank oe s 7 Monrow, La.- fa eens an _ ° Dear Harris: In accordance with my night letter, under date. of De- cember 21st, 1 am forwarding you atfached herewith sug- gested draft of proposed concession to be secured by Huff, Daland Dusters, Inc.,.‘or a new Peruvian National Com- pany, to be created for that purpose, if local conditions make ‘such a step desirable. You. will note that. the accompanying draft of cédnces- sion is designed to provide the Company with the neces» , sary legal authority to conduct its business, in ‘all its ; branches, both operating on sehedule and auxiliary service of every kind, of a strictly commercial nature. It will be noted that one paragraph reserves the an to. enter into additional speeial contracts with the Govern- _ iment for future mail and other service. This provision is inserted so that in the event of. a lump sum grant, by. the Government, for development purposes is not acceptable to the Government, or is not sufficient:in amount to provide the Company the necessary guarantee: of earning power, additional supplementary contracts may be made. é You® will note that: the’ ‘amounts of these proposed pay-. ments and periodic dates same are to be deposited to the credit of the Company, have been left blank, to be filled -inbyy ourself.and Mr. W ollman at a later date. In genefal, I believe it would be’ unwise to contract for ‘scheduled service operating less than two hours a day in air load factor, for the company’s aircraft, including all the ships in the fleet, at a rate under $1.50 per ship mile— single engine ships of 700 to 900 pounds payload, in addi- - tion to pilot and fuel for five hours. a” - o- 2466 From our experience to date in Latin-America, 1 can- . not too strongly stress the desirability of securing the ser- vices of a high-grade Peruvian Attorney. The man selected should be thoroughly grounded in his profession and, in addition, should have good standing with the Government ° Departments, and all those who may be concerned. I have _ heard very good reports. iam Dr. Ronero, Attorney for_ All’ American. Gagles, whose name I suggest for your consideration. It would be wise, too, I believe, to arrange with the Attorney vou finally select, for a flat fee, contingent. upon securing an acceptable concession and in addition, pay ° only out-of-pocket expenses incurred. . You will further note that the concession has been drafted so that all dealings and contracts are made with the Depart- ments “Fomento” or Public Works, rather than with the Post Office Department. Transportation in general in Peru comes under the Department of “Fomento”. In view of the strong foreign influence now. surrounding the Post Office Department (The British Marconi Company) it is believed that arrangements made with the Department of ““Fomento” ean be negotiated on a basis more favorable. to the Com- pany. [fol. 2387] You will further note that no details as-to ~~ _queney of service, intermediate stops, operating schedule, or weight of mails are provided.for in the paragraph cover- ing the service between Mollendo and Paita. These details are subject to the financial arrangements made between the Government. and, in fact, on the final terms of the conces- sion itself as approved by the Peruvian Legislature. I would suggest that you have forwarded for comment, after local negotiations have commenced, at the earliest oppor- tunity, proposed frequency, load guarantee, number of © cities to be served, etc., ete. i Some specified in the concession are to be given the Com- _ pany by the Government for development, research and | Pioneer work, in general. The Company assumes no direct obligation of any kind because of the payment of such sums. The concession does not constitute an iron-clad: monopoly 2467 _and the sums adicanigatl do not constitute a steals, and therefore, the Government should be sold on the fact that it is not entitled to any ownership in the Company's prop- erty, or share in future revenue. The only obligatici. to be assumed by the Company are those distinctly stated in oe concession...” "os The concession will not t be valid and no money can tie paid by the Government under this agreement, until it has been’ ratified by the Peruvian Congress. I would suggest it might “be helpful to verify this fact locally and forward, at the earliest opportunity, the date when the session of Congress, vatw hich the concession will come up for approval, will con- vene, in order that we may secure the maximum assistance from our State Department. If the Peruvian Attorney thinks it unnecessary to include a special cause in the concession in order to make it trans- ferable, paragraph 23 should be stricken out. The local bank specified for a depository, you will note, is the National City Bank a: Lima, Peru. Any responsible local American institution, however , would suffice, should this bank, for one reason or another, prove undesirable. | Much diffieulty usually obtains in Latin-American countries in collecting sums dye from local Governments. For this reason, particular eaté has been taken to provide that lump payments shall be made in advance - through a depository as trustee. The proposed concession would also permit the Company - to sell its own stamps direct. This procedure need not neces- sarily be followed, and should the Government finances become absolutely stabilized, the Company would have the right to carry mail bearing Government mail stamps, the Company receiving payment ‘for carrying same from the - Government. On general principles, however, the method is ‘unsatisfactory. The most desirable arrangements would be the ratification by the Perusjan Congress of the pro-— posed concession, carrying with it lump payments in ad- vance over one or two years, to cover. the greater part of the capital investment required, . + 2468 : A supplementary entiivedt, whereby the Government would | guarantee a minimum load of airmail bearing the Com-: pany’s stamps on mail 4t, 50¢:per [Text truncated at 120,000 characters. The full text is on the page linked above.] --- Source: Frix Law Library, https://www.frixlaw.com/law-library/documents/brief%3Amicro_IA40386410_0138%3A06. Public record. Not legal advice.