Common use of Removal and Vacancies Clause in Contracts

Removal and Vacancies. In the event of any vacancy on the Holdco 1 Board resulting from the resignation, incapacity, retirement, death or removal of any Director Representative of any Shareholder, such Shareholder shall have the right to designate another individual to replace such Director Representative on the Holdco 1 Board. In such event, the Shareholders shall cause their Director Representatives to request that the Holdco 1 Chairman call a special meeting of the Holdco 1 Board in order to appoint such designee to the Holdco 1 Board and to serve until the next annual meeting of the shareholders of Holdco 1 and at such meeting shall cause their Director Representatives to make such appointment. At the same time, LATAM and TEP shall cause their Director Representatives in their capacity as directors of TAM to request that the chairman of the TAM Board (the “TAM Chairman”) call a special meeting of the shareholders of TAM to elect such designee to the TAM Board and Holdco 1 shall elect such designee to the TAM Board to serve until the next annual meeting of the shareholders of TAM. If at any time any Director Representative of any Shareholder ceases to be a member of the TAM Board, such Shareholder shall promptly cause him or her to resign or to be removed from the Holdco 1 Board and the Shareholders will replace such Director Representative on the Holdco 1 Board pursuant to the foregoing procedures.

Removal and Vacancies. In the event of any vacancy on the Holdco 1 I Board resulting from the resignation, incapacity, retirement, death or removal of any Director Representative of any Shareholder, such Shareholder shall have the right to designate another individual to replace such Director Representative on the Holdco 1 I Board. In such event, the Shareholders shall cause their Director Representatives to request that the Holdco 1 I Chairman call a special meeting of the Holdco 1 I Board in order to appoint such designee to the Holdco 1 I Board and to serve until the next annual meeting of the shareholders of Holdco 1 I and at such meeting shall cause their Director Representatives to make such appointment. At the same time, LATAM and TEP shall cause their Director Representatives in their capacity as directors of TAM to request that the chairman of the TAM Board (the “TAM Chairman”) call a special meeting of the shareholders of TAM to elect such designee to the TAM Board and Holdco 1 I shall elect such designee to the TAM Board to serve until the next annual meeting of the shareholders of TAM. If at any time any Director Representative of any Shareholder ceases to be a member of the TAM Board, such Shareholder shall promptly cause him or her to resign or to be removed from the Holdco 1 I Board and the Shareholders will replace such Director Representative on the Holdco 1 I Board pursuant to the foregoing procedures.

Removal and Vacancies. In the event of any vacancy on the Holdco 1 I Board resulting from the resignation, incapacity, retirement, death or removal of any Director Representative of any Shareholder, such Shareholder shall have the right to designate another individual to replace such Director Representative on the Holdco 1 I Board. In such event, the Shareholders shall cause their Director Representatives to request that the Holdco 1 I Chairman call a special meeting of the Holdco 1 I Board in order to appoint such designee to the Holdco 1 I Board and to serve until the next annual meeting of the shareholders of Holdco 1 I and at such meeting shall cause their Director Representatives to make such appointment. At the same time, LATAM and TEP shall cause their Director Representatives in their capacity as directors of TAM to request that the chairman of the TAM Board (the “TAM Chairman”) call a special meeting of the shareholders of TAM to elect such designee to the TAM Board and Holdco 1 I shall elect such designee to the TAM Board to serve until the next annual meeting of the shareholders of TAM. If at any time any Director Representative of any Shareholder ceases to be a member of the TAM Board, such Shareholder shall promptly cause him or her to resign or to be removed from the Holdco 1 I Board and the Shareholders will replace such Director Representative on the Holdco 1 I Board pursuant to the foregoing procedures.. ­SC1:2502057.9