Exhibit
4.1.3




CONFIDENTIAL
TREATMENT REQUESTED
  Portions
of this document have been omitted pursuant to a request for confidential
treatment. Such omitted portions are indicated by asterisks (***) and have been
filed separately with the SEC


AMENDMENT
No. 5




TO
THE




SECOND
A320 FAMILY PURCHASE AGREEMENT




BETWEEN




LAN AIRLINES S.A.




AND




AIRBUS S.A.S.





This
amendment No. 5 to the Second A320 Family Purchase Agreement (as defined below)
is entered into as of December 23rd, 2009,
by and between




AIRBUS
S.A.S., having its principal office at: 1


Rond-Point
Maurice Bellonte


3 1 7 0 7
B L A G N A C - C E D E X F R A N C E




(hereinafter
referred to as the “Seller”) of the one
part




AND




LAN
AIRLINES S.A. having its principal office at :


Edificio
Huidobro


Avenida
Presidente Riesco 5711– 20th Floor
Las


Condes


S A N T I
A G O


C H I L
E




(hereinafter
referred to as the “Buyer”) of the other
part.




The Buyer
and the Seller being collectively referred to as the “Parties” and individually
as a “Party”




2/34




WHEREAS




A
            The
      Buyer and the Seller entered into an A320 family purchase agreement dated
      March 20th,
      1998 covering the purchase by the Buyer and the sale by the Seller of
      twenty (20) A320 family aircraft bearing rank numbers 1 to 20. By an
      amendment No.1 to such purchase agreement, entered into by the Buyer and
      the Seller on February 24th,
      2000 the number of A320 family aircraft to be purchased by the Buyer
      pursuant to such purchase agreement was increased to twenty five (25),
      with the additional five (5) A320 family aircraft bearing rank numbers 21
      to 25. Such twenty five (25) A320 family aircraft are hereinafter referred
      to as the “Original A320
      Family Aircraft”, and such purchase agreement, amendment No. 1, and
      all exhibits, appendices and letter agreements thereto are together
      referred to as the “Original A320 Family Purchase
      Agreement”.




B
            The
      Buyer and the Seller entered into a deed of amendment and restatement of
      the Original A320 Family Purchase Agreement, dated August 2nd,
      2000, dividing the Original A320 Family Purchase Agreement into two (2)
      separate purchase agreements, the first agreement concerning the Original
      A320 Family Aircraft bearing rank numbers 1 to 20, , and the second
      agreement concerning the Original A320 Family Aircraft bearing rank
      numbers 21 to 25. The second agreement as supplemented with all exhibits
      and appendices thereto is hereinafter referred to as the “Second A320 Family Purchase
      Agreement”.




C
            The
      Buyer and the Seller entered into an amendment No.1 to the Second A320
      Family Purchase Agreement dated November 14th
      2003 (the “Amendment
      No.1”) modifying certain provisions of the Second A320 Family
      Purchase Agreement.




D
            The
      Buyer and the Seller entered into an amendment No.2 to the Second A320
      Family Purchase Agreement dated October 4th,
      2005 (the “Amendment
      No.2”) covering the purchase by the Buyer and the sale by the
      Seller of twenty five (25) additional firm A320 family aircraft comprising
      twenty (20) A318-100, one (1) A319-100 and four (4) A320-200 aircraft type
      (the “Additional
      Aircraft”).




E
            The
      Buyer and the Seller entered into an amendment No.3 to the Second A320
      Family Purchase Agreement dated March 6th,
      2007 (the “Amendment
      No.3”) covering the conversion of fifteen (15) Option Aircraft (as
      defined in the Amendment No.2) into firmly ordered Converted Aircraft (as
      defined in Amendment No.3).




F
            The
      Buyer and the Seller entered into an amendment No. 4 to the Second A320
      Family Purchase Agreement dated June 11th,
      2008 (the “Amendment
      No.4”) covering the conversion of five (5) A318-100 Additional
      Aircraft bearing rank Nos. 26 to 30 as set forth in Amendment No.2 and
      three (3) A318-100 Converted Aircraft bearing rank Nos. 37, 40 and 43 as
      set forth in Amendment No.3, into A319 aircraft
  type.




G
            The
      Buyer and the Seller wish to enter into this amendment No. 5 to the Second
      A320 Family Purchase Agreement (the “Amendment No.5”)
      covering the order of thirty (30) incremental A319-100 and A320-200
      aircraft and amending certain provisions of the Second A320 Family
      Purchase Agreement.




H
            [xxx]




3/34





[xxx]




NOW IT IS
HEREBY AGREED AS FOLLOWS :




4/34


0.           DEFINITIONS




Capitalized
terms used herein and not otherwise defined in this Amendment No. 5 will have
the meanings assigned to them in the Purchase Agreement (as defined
below).




The terms
“herein,” “hereof,” and “hereunder” and words of similar import refer to this
Amendment No.5.




Airframe
                                    means
      the Aircraft excluding the Propulsion Systems.Converted
      Aircraft
                                    for
      the purpose of this Amendment N° 5 means the Aircraft as defined in
      Amendment N° 3.Delivery
                                    means
      the transfer of title to each Incremental Aircraft from the Seller to the
      Buyer in accordance with clause 9 to the Purchase
    Agreement.Delivery
      Date
                                    means
      the date on which Delivery shall occur.Delivery
      Location
                                    means
      the facilities of the Seller at the location,
      [xxx]     of final assembly of the Incremental
      Aircraft.Goods
      and Services
                                    means
      any goods and services that may be purchased by the Buyer from the Seller,
      excluding Incremental Aircraft.Manufacturer
      Agreement
                                    means
      any of: (i) Purchase Agreement (as such relates to the Converted Aircraft
      and the Incremental Aircraft); [xxx] (iv) any agreement between the Buyer
      (and/or any of its Affiliates) and the Seller (and/or any of its
      Affiliates) relating to any financing or leasing arrangements relating to
      the Incremental Aircraft.Purchase
      Agreement
                                    means
      the Second A320 Family Purchase Agreement together with Amendments N° 1 to
      4 thereto.Specification
                                    means
      the Standard Specification as modified by Specification Change Notices
      (SCN) to be selected after signature of this Amendment No.5 and which
      shall constitute the Buyer’s detailed Specification.Standard
      Specification
                                    means for the A319
      Aircraft, the Standard Specification Document No
      J.000.01000, Issue 6 dated March 01st
      2007 with the following design weights: MTOW: [xxx] tons, MLW: [xxx] tons,
      MZFW: [xxx] tons, and for which a preliminary list of SCNs is attached in
      Exhibit A of Appendix 1 to Amendment No.5,means for the A320
      Aircraft, the Standard Specification Document No
      D.000.02000, Issue 7 dated March 01st
      2007 with the following design weights: MTOW: [xxx] tons, MLW: [xxx] tons,
      MZFW: [xxx] tons, and for which a preliminary list of SCNs is attached in
      Exhibit B of Appendix 1 to Amendment
No.5.




5/34




1.
            SCOPE




1.1
            The
      Seller shall sell and deliver and the Buyer shall buy and take delivery of
      thirteen (13) A319-100 aircraft and seventeen (17) A320-200 aircraft
      (respectively the “A319
      Aircraft” and the “A320 Aircraft”) upon the
      terms and conditions contained in this Amendment No.5 (hereinafter for the
      purposes of this Amendment N°5 collectively the “Incremental
      Aircraft”).




1.2
            The
      Incremental Aircraft shall be divided into two (2) distinct batches. The
      first (1st)
      batch shall be comprised of the first ten (10) Incremental Aircraft with
      rank Nos 46 to 55 to be delivered by the Seller to the Buyer
       [xxx].  The second (2nd)
      batch shall be comprised of the last twenty (20) Incremental Aircraft with
      rank Nos 56 to 75 to be delivered by the Seller to the Buyer
      [xxx].




1.3
            The
      Parties agree to amend certain provisions of the Second A320 Family
      Purchase Agreement pursuant to the terms and conditions set out in this
      Amendment No.5.




1.4
            All
      references to Aircraft in the Purchase Agreement and this Amendment N° 5
      shall be deemed to include the Incremental Aircraft unless expressly
      stipulated otherwise herein.




1.5          [XXX]




2.            INCREMENTAL
AIRCRAFT




2.1         DELIVERY
SCHEDULE




2.1.1
            With
      reference to the Aircraft bearing rank numbers 31 to 75 the Parties hereby
      agree to delete clause 9.1 of the Second A320 Family Purchase Agreement as
      amended pursuant to clause 2 of Amendment No. 1, clause 3.5 of Amendment
      No.2, clause 2 of Amendment No.3 and clause 3.1 of Amendment No.4 in its
      entirety and replace it with the following quoted
  text:




QUOTE





9.1
            Delivery
      Schedule




9.1.1
            Converted
      Aircraft: Advancement of Scheduled Delivery Months and Conversions of
      Aircraft type




The
Parties agree to:




(i)
            [xxx]  the
      Scheduled Delivery Months of [xxx]with rank numbers 36 to 45 as set out in
      the table here below, and


(ii)
            [xxx]
      as set forth in clause 4.1 of Amendment No.3 as amended by clause 3.3 of
      Amendment No.4, to convert the aircraft type [xxx] with rank numbers 37 to
      40 and rank numbers 42 to 44 as set out in the table here
      below.




6/34




Rank
                                        number
                                      
                                      Original
                                        Scheduled
                                        Delivery Months
                                      
                                      Revised
                                        Scheduled
                                        Delivery Months
                                      
                                      Original
                                        Aircraft
                                        type
                                      
                                      Revised
                                        Aircraft
                                        type36
                                      
                                      [xxx]
                                      
                                      [xxx]
                                      
                                      [xxx]
                                      
                                      [xxx]37
                                      
                                      [xxx]
                                      
                                      [xxx]
                                      
                                      [xxx]
                                      
                                      [xxx]38
                                      
                                      [xxx]
                                      
                                      [xxx]
                                      
                                      [xxx]
                                      
                                      [xxx]39
                                      
                                      [xxx]
                                      
                                      [xxx]
                                      
                                      [xxx]
                                      
                                      [xxx]40
                                      
                                      [xxx]
                                      
                                      [xxx]
                                      
                                      [xxx]
                                      
                                      [xxx]41
                                      
                                      [xxx]
                                      
                                      [xxx]
                                      
                                      [xxx]
                                      
                                      [xxx]42
                                      
                                      [xxx]
                                      
                                      [xxx]
                                      
                                      [xxx]
                                      
                                      [xxx]43
                                      
                                      [xxx]
                                      
                                      [xxx]
                                      
                                      [xxx]
                                      
                                      [xxx]44
                                      
                                      [xxx]
                                      
                                      [xxx]
                                      
                                      [xxx]
                                      
                                      [xxx]45
                                      
                                      [xxx]
                                      
                                      [xxx]
                                      
                                      [xxx]
                                      
                                      [xxx]





9.1.2
              Subject
      to the provisions of Clauses 2, 7, 8, 10 and 18 the Seller shall have the
      Aircraft ready for Delivery at the Delivery Location in accordance with
      the following schedule:
                
                [xxx]




9.1.3
            [xxx]




9.1.4
            The
      Seller shall notify the Buyer, no later than [xxx] prior to
      [xxx] (the “Scheduled Delivery
      Quarter”), of the delivery month in respect of each such Aircraft.
      Each of such delivery months shall be, with respect to the corresponding
      Aircraft, the “Scheduled
      Delivery Month”.




9.1.5
            [xxx]




UNQUOTE




2.1.2
            For
      the avoidance of doubt the provisions set forth in clause 9.1 of the
      Second A320 Family Purchase Agreement as amended pursuant to clause 2 of
      Amendment No.1, clause 3.5 of Amendment No.2, clause 2 of Amendment No.3,
      clause 2.1 of Amendment No.4 and relevant to the Aircraft with rank
      numbers 1 to 30 shall hereby remain in full force and
    effect.




2.2
            SPECIFICATION




2.2.1
            Incremental
      Aircraft Specification




With
respect to the Incremental Aircraft, the Parties hereby agree to delete clause
1.2.1 of the Second A320 Family Purchase Agreement in its entirety and replace
it with the Standard Specification as defined in this Amendment N° 5, as may be
modified or varied after the date of this Amendment N° 5 by the Specification
Change Notices listed in Exhibits A and B of Appendix 1 hereto.




7/34


2.2.2
            Clauses
      1.2.2 and 1.2.3 of the Second A320 Family Purchase Agreement shall apply
      to the Incremental Aircraft.




2.2.3
            With
      respect to the Incremental Aircraft, the Parties hereby agree to delete
      clauses 1.3 and 1.3.2 of the Second A320 Family Purchase Agreement,
      amended by clause 3.1 of Amendment No.2 in its entirety and replace them
      with the following quoted text:




QUOTE




1.3
            The
      Airframe shall be equipped with a set of two (2) engines including
      nacelles and thrust reversers (the “Propulsion Systems”) as
      follows:




For the
A319 Aircraft:




CFM
INTERNATIONAL 56-5B6/3 (23,500 lb)


or


INTERNATIONAL
AERO ENGINE V2524-A5 (23,500 lb)




For the
A320 Aircraft:




CFM
INTERNATIONAL 56-5B4/3 (27,000 lb)


or


INTERNATIONAL
AERO ENGINE V2527E-A5 or V2527-A5 (26,500 lb)




1.3.1
            It
      is hereby agreed by the parties that the Aircraft with rank numbers 31 to
      45 shall be equipped with INTERNATIONAL AERO ENGINES Propulsion
      Systems




1.3.2
            In
      the event the Buyer has not selected the Propulsion Systems for the
      Aircraft with rank numbers 46 to 75, as of the date of the Amendment No.5,
      the Buyer shall notify the Seller of such choice no later than
      [xxx]




1.3.3
            [xxx]




UNQUOTE




3.            INCREMENTAL
AIRCRAFT BASIC PRICES




It is
hereby agreed that clauses 3.1 and 3.2 of the Second A320 Purchase Agreement
shall not apply to the Incremental Aircraft and the Basic Prices of the
Incremental Aircraft and the Final Price of the Incremental Aircraft are set
forth in Appendix 2 Exhibits A and B to this Amendment No 5.




4.            GENERAL
PAYMENT TERMS




4.1
            With
      respect to the Incremental Aircraft, the Parties agree to delete
      sub-clause 5.2.2 of the Second A320 Purchase Agreement in its entirety and
      replace it as follows:




8/34




QUOTE




5.2.2
            Balance
      of the Final Aircraft Price




5.2.2.1
            The
      Balance of the Final Aircraft Price payable by the Buyer to the Seller on
      the Delivery Date shall be the Final Aircraft Price less the amount of
      Predelivery Payment received by the Seller on or before the Delivery
      Date.




5.2.2.2
            Upon
      receipt of the Seller’s invoice and immediately prior to Delivery of the
      Aircraft, the Buyer shall pay to the Seller the Balance of the Final
      Aircraft Price.




5.2.2.3
            [xxx]








9/34


4.2
            With
      respect to the Incremental Aircraft, the Parties agree to delete
      sub-clauses 5.4.5 and 5.4.6 of the Second A320 Purchase Agreement as
      amended by clause 3.4.1 IV of the Amendment N° 2 in their entirety and
      replace them as follows:




QUOTE




[xxx]




UNQUOTE




5.
            [xxx]




6.
            AMENDMENT
      AND LETTER AGREEMENT STATUS




It is
hereby agreed by the Parties that the letters agreements no [xxx]
shall not in any way be applicable to the Incremental Aircraft as defined herein
unless expressly stated otherwise in this Amendment N° 5.




7.
            EFFECT
      OF THE AMENDMENT




7.1
            This
      Amendment No. 5 contains the entire agreement between the Parties with
      respect to the subject matter hereof and supersedes any previous
      understanding, commitments or representations whatsoever, whether oral or
      written.




7.2
            The
      Purchase Agreement shall be deemed amended to the extent provided in this
      Amendment No. 5 and, except as specifically amended hereby, shall continue
      in full force and effect in accordance with its original
      terms.




7.3
            The
      Parties agree that this Amendment No. 5 shall constitute an integral, non-
      severable part of the Purchase Agreement and be governed by all of its
      provisions.




7.4
            In
      the event of any inconsistency between the terms and conditions of the
      Purchase Agreement and those of the present Amendment N°5, the latter
      shall prevail to the extent of such inconsistency, whereas the part not
      concerned by such inconsistency shall remain in full force and
      effect.




7.5
            This
      Amendment N° 5 will not be modified or varied except by an instrument in
      writing executed by both Parties.




7.6
            Each
      of the Parties hereto agree that the provisions of this Amendment No. 5
      are personal to it and will not without the prior written consent of the
      other Parties disclose such information to any other Party.
      [xxx]




7.7
            The
      Parties agree that clause 21 of the Second A320 Family Purchase Agreement
      shall govern the assignability and transferability of each Party’s rights
      and obligations under this Amendment
No.5




7.8
            This
      Amendment N°5 may be signed by the Parties hereto in separate
      counterparts, each of which when so signed and delivered will be an
      original, but all such counterparts will together constitute but one and
      the same instrument.




10/34




7.9
            This
      Amendment N°5 shall be governed by and construed in accordance with the
      laws of [xxx].




11/34


IN WITNESS WHEREOFthis
Amendment No. 5 to the Second A320 Family Purchase Agreement was duly entered
into the day and year first above written.





For
      and on behalf of
              For
      and on behalf ofLAN
      AIRLINES S.A.
              AIRBUS
      S. A. S.





Name
      :
                    /s/
      Roberto Alvo
                    
                    Name
      :
                    /s/
      Christophe MoureyTitle
      :
                    Senior
      VP Corporate Development & Strategic Planning
                    
                    Title
      :
                    Senior
      Vice President
Contracts




LAN
AIRLINES S.A.





By
                :
                /s/
      Armando ValdiviesoIts
                :
                Armando
      ValdiviesoDate
                :
                Gerente
      General de Pasajeros




12/34





Appendix 1 - Exhibit A –[xxx]




[xxx]




13/34


Appendix 1 - Exhibit B –[xxx]




[xxx]




14/34





Appendix
2 to Amendment
5


Exhibit A
BASIC PRICES OF [xxx]




1.
            With
      respect to the Aircraft of the [xxx] the provisions contained in clauses
      3.1 and 3.2 of the Second A320 Family Purchase Agreement are hereby
      cancelled and replaced by the following quoted
  provisions:




QUOTE




3.1
            PRICE OF[xxx]




The base
price of each Aircraft of the [xxx] (the “Aircraft Base Price”) is the
sum of:




[xxx]





.3.1.1
            Airframe Base
      Price




The
      base prices of the Airframe (the “Airframe Base Price”) is
      the sum of:




(i)
            [xxx]




All base
prices are expressed in United States Dollars (USD) at [xxx] delivery conditions
and are subject to adjustment in accordance with the Seller Price Revision
Formula set out in Seller Price Revision Formula set forth in Exhibit A of
Appendix 3 to Amendment No.5.




3.1.2
            Propulsion
      Systems Base Price




The base
price of the Propulsion Systems (the “Propulsion Systems Base
Price”) shall be, as applicable pursuant to Clauses 3.1.2.1 or 3.1.2.2,
the base price of the Propulsion Systems selected by the Buyer.




3.1.2.1
            The
      base price of a set of two (2) CFM INTERNATIONAL Propulsion Systems
      is




[xxx]




at
economic conditions prevailing for a theoretical delivery in xxx




1/3


Appendix
2 to Amendment 5


Exhibit A
BASIC PRICES OF [xxx]




Such base
prices have been computed from the relevant reference prices of the propulsion
systems (the “Propulsion Systems Reference Price”) as defined in Exhibit B of
Appendix 3 to this Amendment No 5;




[xxx]




The CFM
International Propulsion Systems Reference Prices have been established in
accordance with the delivery conditions prevailing in [xxx] at Reference
Composite Price Index of [xxx] and shall be subject to revision up to the
Delivery Date of each Aircraft [xxx] in accordance with the CFM INTERNATIONAL
Price Revision Formula set out in Exhibit B of Appendix 3 to Amendment
No.5.




3.1.2.2
            The
      base price for a set of two (2) IAE Propulsion Systems
  is:




[xxx]




at
economic conditions prevailing for a theoretical delivery in
[xxx]      .




Such base
prices have been computed from the relevant reference prices of the propulsion
systems (the “Propulsion Systems Reference Price”) as defined in Exhibit C of
Appendix 3 to this Amendment No 5: [xxx]




The
INTERNATIONAL AERO ENGINES Propulsion Systems Reference Prices are expressed at
theoretical delivery conditions prevailing in [xxx] and shall be subject to
revision up to the Delivery Date of each Aircraft [xxx] Delivery Date in
accordance with the INTERNATIONAL AERO ENGINES Price Revision Formula set out in
Clause 4.3 (as inserted by Exhibit C of Appendix 3 to Amendment
No.5).




3.1.2.3
            Seller
      confirms that the above-mentioned quotations as well as Propulsion Systems
      Manufacturer Price Revision Formulae (as set out in Clauses 4.2 and 4.3,
      as inserted by Exhibits B and C of Appendix 3 to Amendment No.5) are based
      upon information received from the respective Propulsion Systems
      Manufacturer and remain subject to any modification that might be imposed
      by the Propulsion Systems Manufacturer on the
      Seller.     [xxx]




2/3




Appendix
2 to Amendment 5
 Exhibit A
BASIC PRICES OF [xxx]




3.2
            Final Aircraft
      Price




The final
price of each Aircraft of the [xxx] (the


“Final Aircraft Price”) at
Delivery shall be the sum of:




(i)
            [xxx]




(ii)
            [xxx]




(iii)
            [xxx]




(iv)
            [xxx]




UNQUOTE




3/3





Appendix
2 to Amendment 5


Exhibit B
BASIC PRICES OF [xxx]




1.
            With
      respect to the Aircraft [xxx] the provisions contained in clauses 3.1 and
      3.2 of the Second A320 Family Purchase Agreement are hereby cancelled and
      replaced by the following quoted
provisions:




QUOTE




3.1 PRICE
OF [xxx]




The base
price of each Aircraft [xxx] (the “Aircraft Base Price”) is the
sum of:




[xxx]




3.1.1
            Airframe Base
      Price




(i)
            [xxx]




(ii)
            [xxx]




All base
prices are expressed in United States Dollars (USD) [xxx] delivery conditions
and are subject to adjustment in accordance with the Seller’s Price Revision
Formula set out in Exhibit D of Appendix 3 to this Amendment No.5.




3.1.2
            Propulsion
      Systems Base Price




The base
price of the Propulsion Systems (the “Propulsion Systems Base
Price”) shall be, as applicable pursuant to Clauses 3.1.2.1 or 3.1.2.2,
the base price of the Propulsion Systems selected by the Buyer.




3.1.2.1
            The
      base price of a set of two (2) CFM INTERNATIONAL Propulsion
      Systems




[xxx]




at
economic conditions prevailing for a theoretical delivery in January
2008.




1/3


Appendix
2 to Amendment 5


Exhibit B
BASIC PRICES OF[xxx]




Such base
prices have been computed from the propulsion systems’ reference prices (the
“Propulsion Systems Reference Price”) as defined in Exhibit E of Appendix 3 to
Amendment No 5.




[xxx]




The CFM
INTERNATIONAL Propulsion Systems Reference Prices have been established in
accordance with the delivery conditions prevailing in [xxx] at Reference
Composite Price Index of [xxx] and shall be subject to revision up to the
Delivery Date of each Aircraft of [xxx] in accordance with the CFM INTERNATIONAL
Price Revision Formula set out in Exhibit E of Appendix 3 of Amendment
No.5.




3.1.2.2
            The
      base price for a set of two (2) IAE Propulsion Systems
  is:




[xxx]




at
economic conditions prevailing for a theoretical delivery in January
2008.




Such base
prices have been computed from the Reference Prices of propulsion systems’
reference prices (the “Propulsion Systems Reference Price”) as defined in
Exhibit F of Appendix 3 to Amendment No 5. :




[xxx]




The
INTERNATIONAL AERO ENGINES Propulsion Systems Reference Prices are expressed at
theoretical delivery conditions prevailing in [xxx] and shall be subject to
revision up to the Delivery Date of each Aircraft [xxx]


Delivery
Date in accordance with the INTERNATIONAL AERO ENGINES Price Revision Formula
set out in Exhibit F of Appendix 3 to Amendment No.5.




3.1.2.3
            Seller
      confirms that the above-mentioned quotations as well as Propulsion Systems
      Manufacturer Price Revision Formulae (as set out in Clauses 4.2 and 4.3,
      as inserted by Exhibits E and F of Appendix 3 to Amendment No.5) are based
      upon information received from the respective Propulsion Systems
      Manufacturer and remain subject to any modification that might be imposed
      by the Propulsion Systems Manufacturer on the Seller.
  [xxx]




2/3




Appendix
2 to Amendment 5


Exhibit B
BASIC PRICES OF [xxx]




3.2
            Final
      Aircraft Price




The final
price of each Aircraft [xxx] (the “Final Aircraft Price”) at
Delivery shall be the sum of:




[xxx]




UNQUOTE




3/3


Appendix
3 to Amendment 5


Exhibit A
SELLER PRICE REVISION FORMULA OF [xxx]





With
respect to the Aircraft of the [xxx] the provisions contained in Clause 4.1
of the Second A320 Family Purchase Agreement are hereby cancelled and replaced
by the following quoted provisions:




[xxx]




3/3


Appendix
3 to Amendment 5


Exhibit B
CFM INTERNATIONAL PRICE REVISION FORMULA [xxx]





With
respect to the Aircraft [xxx] the provisions contained in Clause 4.2 of the
Second A320 Family Purchase Agreement are hereby cancelled and replaced by the
following quoted provisions:




[xxx]




1/3


Appendix
3 to Amendment 5


Exhibit C
INTERNATIONAL AERO ENGINES PRICE REVISION FORMULA [xxx]




With
respect to the [xxx] the provisions contained in Clause 4.3 of the Second
A320 Family Purchase Agreement are hereby cancelled and replaced by the
following quoted provisions:




[xxx]




1/3


Appendix
3 to Amendment 5


Exhibit D
SELLER PRICE REVISION FORMULA


[xxx]




With
respect to the Aircraft
                    [xxx]                    
the provisions contained in Clause 4.1 of the Second A320 Family Purchase
Agreement are hereby cancelled and replaced by the following quoted
provisions:




[xxx]




1/3




Appendix
3 to Amendment 5


Exhibit D
SELLER PRICE REVISION FORMULA


[xxx]


[xxx]




2/3


Appendix
3 to Amendment 5
 Exhibit D
SELLER PRICE REVISION FORMULA
 [xxx]
  2/3




Appendix
3 to Amendment 5


Exhibit E
CFM INTERNATIONAL PRICE REVISION FORMULA


[xxx]




With
respect to the [xxx] the provisions contained in Clause 4.2 of the Second A320
Family Purchase Agreement are hereby cancelled and replaced by the following
quoted provisions:




[xxx]




1/3


Appendix
3 to Amendment 5


Exhibit E
CFM INTERNATIONAL PRICE REVISION FORMULA


[xxx]




2/3


Appendix
3 to Amendment 5


Exhibit
F: INTERNATIONAL AERO ENGINES PRICE REVISION FORMULA


[xxx]




With
respect to the [xxx] the provisions contained in Clause 4.3 of the Second A320
Family Purchase Agreement are hereby cancelled and replaced by the following
quoted provisions:




[xxx]




1/3


LETTER AGREEMENT
No1A




LAN
AIRLINES S.A.


Edificio
Huidobro


Avenida
Presidente Riesco 5711


Las
Condes


Santiago
- Chile




Subject :
PREDELIVERY PAYMENTS OF THE
[xxx]




LAN
Airlines S.A (the “Buyer”) and Airbus S.A.S. (the
“Seller”) have entered
into an amendment N°5 to the Second A320 Purchase Agreement (as defined therein)
dated of even date herewith (“Amendment N°5”), and which
covers the manufacture and the sale by the Seller and the purchase by the Buyer
of the Incremental Aircraft described therein.




Capitalized
terms used herein and not otherwise defined in this letter agreement N°1A to
Amendment N°5 (the “Letter
Agreement N°1A”) shall have the meanings assigned thereto in the Second
A320 Family Purchase Agreement and/or Amendment N°5 as the case may
be.




Both
Parties agree that this Letter Agreement N°1A, upon execution thereof, shall
constitute an integral, non-severable part of said Amendment N°5 and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement N°1A.




1/4


LETTER AGREEMENT
No1A


1.
              With
      respect to the Aircraft of the [xxx], the provisionscontained
      in clause 5.1 and 5.2 of the Second A320 Family Purchase Agreement are
      hereby cancelled in their entirety and replaced by the following quoted
      provisions:


QUOTE




5.1
            Seller’s
      Account




The Buyer
shall pay the Predelivery Payments, the Balance of Final Aircraft Price and/or
any other amount due by the Buyer to the Seller, to the Seller’s
account:




[xxx]




or to
such other account as may be designated by the Seller in such other jurisdiction
where the Buyer shall not be required to withhold or make other deductions on
account of taxes in relation to such payment.




5.2
            Predelivery
      Payments




5.2.1
              The
      Buyer shall pay Predelivery Payments to the Seller calculated on the
      predelivery payment reference price of each Aircraft  [xxx]. The
      predelivery payment reference price is determined by the following
      formula:




A =
      Pb (1 + [xxx]WhereA
                        :
                        The
      predelivery payment reference price for Aircraft of the
    First[xxx]
      to be delivered in year T;T
                        :
                        the
      year of Delivery of the relevant Aircraft [xxx]Pb
                        :
                        the
      Aircraft Base Price;N
                        :
                        [xxx]




2/4


LETTER AGREEMENT
No1A


5.2.2
Such Predelivery Payments shall be made in accordance with the following
schedule:




DUE DATE OF PAYMENTS
                                    
                                    PERCENTAGE OF PREDELIVERY
                                      PAYMENT REFERENCE PRICEUpon
      signature of this Amendment No.5
                                    
                                    [xxx]On
      the first day of each of the following
                                      months
      prior to the Scheduled Delivery Month[xxx]
      months
                                    
                                    [xxx][xxx]
      months
                                    
                                    [xxx][xxx]
      months
                                    
                                    [xxx]Total
      Payment prior to Delivery
                                    
                                    [xxx]




In the
event of the above schedule resulting in any Predelivery Payment falling due
prior to the date of signature of the Amendment No.5, such Predelivery Payments
shall be made upon signature of this Amendment No.5.




UNQUOTE




3.
            Assignment




The
Parties agree that clause 21 of the Second A320 Family Purchase Agreement shall
govern the assignability and transferability of each Party’s rights and
obligations under this Letter Agreement N°1A.




4.
            Confidentiality




Each of the Parties hereto agree that
the provisions of this Letter Agreement N°1A are personal to it and will not
without the prior written consent of the other Parties disclose such information
to any other Party. [xxx]




3/4




LETTER AGREEMENT
No1A




If the
foregoing correctly sets forth our understanding, please execute two (2)
originals in the space provided below and return one (1) original of this Letter
Agreement N°1A to the Seller.




Agreed
      and Accepted
              Agreed
      and AcceptedFor
      and on behalf of
              For
      and on behalf of








LAN
      AIRLINES S.A.
                        
                        AIRBUS
      S.A.S.By
                        :
                        /s/
      Roberto Alvo
                        
                        By
                        :
                        /s/
      Christophe MoureyIts
                        :
                        Senior V.P. Corporate Development & Strategic Planning
                        
                        Its
                        :
                        Senior
      Vice President ContractsDate
                        :
                        
                        
                        Date
                        :




LAN
AIRLINES S.A.




By
                    :
                    /s/
      Armando ValdiviesoIts
                    :
                    Gerente
      General de PasajerosDate
                    :




4/4


LETTER AGREEMENT
No1B




LAN
AIRLINES S.A.


Edificio
Huidobro


Avenida
Presidente Riesco 5711


Las
Condes


Santiago
- Chile




Subject :
PREDELIVERY PAYMENTS
[xxx]




LAN
Airlines S.A (the “Buyer”) and Airbus S.A.S. (the
“Seller”) have entered
into an amendment N°5 to the Second A320 Purchase Agreement (as defined therein)
dated of even date herewith (“Amendment N°5”), and which
covers the manufacture and the sale by the Seller and the purchase by the Buyer
of the Incremental Aircraft described therein.




Capitalized
terms used herein and not otherwise defined in this letter agreement N°1B to
Amendment N°5 (the “Letter
Agreement N°1A”) shall have the meanings assigned thereto in the Second
A320 Family Purchase Agreement and/or Amendment N°5 as the case may
be.




Both
Parties agree that this Letter Agreement N°1B, upon execution thereof, shall
constitute an integral, non-severable part of said Amendment N°5 and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement N°1B.




1/4


LETTER AGREEMENT
No1B




1.
            With
      respect to the Aircraft  [xxx]   the provisions
      contained in clause 5.1 and 5.2 of the Second A320 Family Purchase
      Agreement are hereby cancelled in their entirety and replaced by the
      following quoted provisions:




QUOTE




5.1
            Seller’s
      Account




The Buyer
shall pay the Predelivery Payments, the Balance of Final Aircraft Price and/or
any other amount due by the Buyer to the Seller, to the Seller’s
account:




[xxx]




or to
such other account as may be designated by the Seller in such other jurisdiction
where the Buyer shall not be required to withhold or make other deductions on
account of taxes in relation to such payment.




5.2
            Predelivery
      Payments




5.2.1
            The
      Buyer shall pay Predelivery Payments to the Seller calculated on the
      predelivery payment reference price of each Aircraft on [xxx]. The
      predelivery payment reference price is determined by the following
      formula:




A =
      Pb [xxx]WhereA
                      :
                      The
      predelivery payment reference price for Aircraft [xxx][xxx]
      to be delivered in year T;T
                      :
                      the
      year of Delivery of the relevant Aircraft [xxx]Pb
                      :
                      the
      Aircraft Base Price;N
                      :
                      [xxx]




2/4


LETTER AGREEMENT
No1B


5.2.2
Such Predelivery Payments shall be made in accordance with the following
schedule:




DUE DATE OF PAYMENTS
                          
                          PERCENTAGE OF PREDELIVERY
                            PAYMENT REFERENCE PRICEUpon
      signature of this Amendment No.5
                          
                          [xxx]On
      the first day of each of the following months prior to the Scheduled
      Delivery Month[xxx]
      months
                          
                          [xxx][xxx]
      months
                          
                          [xxx][xxx]
      months
                          
                          [xxx]Total
      Predelivery Payment prior to Delivery
                          
                          [xxx]




In the
event of the above schedule resulting in any Predelivery Payment falling due
prior to the date of signature of the Amendment No.5, such Predelivery Payments
shall be made upon signature of this Amendment No.5.




UNQUOTE




2.
            Assignment




The
Parties agree that clause 21 of the Second A320 Family Purchase Agreement shall
govern the assignability and transferability of each Party’s rights and
obligations under this Letter Agreement N°1B.




3.
            Confidentiality




Each of the Parties hereto agree that
the provisions of this Letter Agreement N°1B are personal to it and will not
without the prior written consent of the other Parties disclose such information
to any other Party. [xxx]




3/4




LETTER AGREEMENT
No1B




If the
foregoing correctly sets forth our understanding, please execute two (2)
originals in the space provided below and return one (1) original of this Letter
Agreement N°1B to the Seller.





Agreed
      and Accepted
                Agreed
      and AcceptedFor
      and on behalf of
                For
      and on behalf of





LAN
      AIRLINES S.A.
                        
                        AIRBUS
      S.A.S.By
                        :
                        /s/
      Roberto Alvo
                        
                        By
                        :
                        /s/
      Christophe MoureyIts
                        :
                        Senior
      V.P. Corporate Development and Strategic Planning
                        
                        Its
                        :
                        Senior
      Vice President ContractsDate
                        :
                        
                        
                        Date
                        :




LAN
AIRLINES S.A.




By
                    :
                    Armando
      ValdiviesoIts
                    :
                    Gerente
      General de PasajerosDate
                    :




4/4




LETTER AGREEMENT
No2A




LAN
AIRLINES S.A.


Edificio
Huidobro


Avenida
Presidente Riesco 5711


Las
Condes


Santiago
- Chile




Subject : [xxx]




LAN
Airlines S.A (the “Buyer”) and Airbus S.A.S. (the
“Seller”) have entered
into an amendment N°5 to the Second A320 Purchase Agreement (as defined therein)
dated of even date herewith (“Amendment N°5” ), and which
covers the manufacture and the sale by the Seller and the purchase by the Buyer
of the Incremental Aircraft described therein.




Capitalized
terms used herein and not otherwise defined in this letter agreement N°2A to
Amendment N°5 (the “Letter
Agreement N°2A”) shall have the meanings assigned thereto in the Second
A320 Family Purchase Agreement and/or Amendment N°5 as the case may
be.




Both
Parties agree that this Letter Agreement N°2A, upon execution thereof, shall
constitute an integral, non-severable part of said Amendment N°5 and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement N°2A.




1/5


LETTER AGREEMENT
No2A




1.
              This
      Letter Agreement No.2A shall be applicable to the Aircraft
      [xxx]
                [xxx]





2.
            [xxx]




3.
            Assignment




The
Parties agree that clause 21 of the Second A320 Family Purchase Agreement shall
govern the assignability and transferability of each Party’s rights and
obligations under this Letter Agreement N°2A.




4.
            Confidentiality




Each of
the Parties hereto agree that the provisions of this Letter Agreement N°2A are
personal to it and will not without the prior written consent of the other
Parties disclose such information to any other Party. [xxx]




2/5


LETTER AGREEMENT
N°2A




If the
foregoing correctly sets forth our understanding, please execute two (2)
originals in the space provided below and return one (1) original of this Letter
Agreement N°2A to the Seller.





Agreed
      and Accepted
              Agreed
      and AcceptedFor
      and on behalf of
              For
      and on behalf of





LAN
      AIRLINES S.A.
                        
                        AIRBUS
      S.A.S.By
                        :
                        /s/
      Roberto Alvo
                        
                        By
                        :
                        /s/
      Christophe MoureyIts
                        :
                        Senior
      VP Corporate Development & Strategic Planning
                        
                        Its
                        :
                        Senior
      Vice President ContractsDate
                        :
                        
                        
                        Date
                        :




LAN
AIRLINES S.A.




By
                    :
                    /s/
      Armando ValdiviesoIts
                    :
                    Gerente
      General de PasajerosDate
                    :




3/5





LETTER AGREEMENT
No2B




LAN
AIRLINES S.A.


Edificio
Huidobro


Avenida
Presidente Riesco 5711


Las
Condes


Santiago
- Chile




Subject :
[xxx]




LAN
Airlines S.A (the “Buyer”) and Airbus S.A.S. (the
“Seller”) have entered
into an amendment N°5 to the Second A320 Purchase Agreement (as defined therein)
dated of even date herewith (“Amendment N°5” ), and which
covers the manufacture and the sale by the Seller and the purchase by the Buyer
of the Incremental Aircraft described therein.




Capitalized
terms used herein and not otherwise defined in this letter agreement N°2B to
Amendment N°5 (the “Letter
Agreement N°2B”) shall have the meanings assigned thereto in the Second
A320 Family Purchase Agreement and/or Amendment N°5 as the case may
be.




Both
Parties agree that this Letter Agreement N°2B, upon execution thereof, shall
constitute an integral, non-severable part of said Amendment N°5 and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement N°2B.




1/5





LETTER AGREEMENT
No2B




1.
            This
      Letter Agreement No.2B shall be applicable to the Aircraft
      [xxx]
              [xxx]




2.
            [xxx]




3.
            Assignment




The
Parties agree that clause 21 of the Second A320 Family Purchase Agreement shall
govern the assignability and transferability of each Party’s rights and
obligations under this Letter Agreement N°2B.




4.
            Confidentiality




Each of
the Parties hereto agree that the provisions of this Letter Agreement N°3A are
personal to it and will not without the prior written consent of the other
Parties disclose such information to any other Party. [xxx]




2/5


LETTER AGREEMENT
N°2B




If the
foregoing correctly sets forth our understanding, please execute two (2)
originals in the space provided below and return one (1) original of this Letter
Agreement N°2B to the Seller.





Agreed
      and Accepted
              Agreed
      and AcceptedFor
      and on behalf of
              For
      and on behalf of





LAN
      AIRLINES S.A.
                        
                        AIRBUS
      S.A.S.By
                        :
                        /s/
      Roberto Alvo
                        
                        By
                        :
                        /s/
      Christophe MoureyIts
                        :
                        Senior
      VP Corporate Development & Strategic Planning
                        
                        Its
                        :
                        Senior
      Vice President ContractsDate
                        :
                        
                        
                        Date
                        :




LAN
AIRLINES S.A.




By
                      :
                      /s/
      Armando ValdiviesoIts
                      :
                      Gerente
      General de PasajerosDate
                      :




3/5





LETTER AGREEMENT
No3A




LAN
AIRLINES S.A.


Edificio
Huidobro


Avenida
Presidente Riesco 5711


Las
Condes


Santiago
- Chile




Subject :
[xxx]




LAN
Airlines S.A (the “Buyer”) and Airbus S.A.S. (the
“Seller”) have entered
into an amendment N°5 to the Second A320 Purchase Agreement (as defined therein)
dated of even date herewith (“Amendment N°5” ), and which
covers the manufacture and the sale by the Seller and the purchase by the Buyer
of the Incremental Aircraft described therein.




Capitalized
terms used herein and not otherwise defined in this letter agreement N°3A to
Amendment N°5 (the “Letter
Agreement N°3A”) shall have the meanings assigned thereto in the Second
A320 Family Purchase Agreement and/or Amendment N°5 as the case may
be.




Both
Parties agree that this Letter Agreement N°3A, upon execution thereof, shall
constitute an integral, non-severable part of said Amendment N°5 and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement N°3A.




1/5


LETTER AGREEMENT
No3A




1.
              This
      Letter Agreement No.3A shall be applicable to the Aircraft of the
      [xxx]
                [xxx]




2.
            [xxx]




3.
            Assignment




The
Parties agree that clause 21 of the Second A320 Family Purchase Agreement shall
govern the assignability and transferability of each Party’s rights and
obligations under this Letter Agreement N°3A.




4.
            Confidentiality




Each of
the Parties hereto agree that the provisions of this Letter Agreement N°3A are
personal to it and will not without the prior written consent of the other
Parties disclose such information to any other Party. [xxx]




2/5





LETTER AGREEMENT
N°3A




If the
foregoing correctly sets forth our understanding, please execute two (2)
originals in the space provided below and return one (1) original of this Letter
Agreement N°3A to the Seller.





Agreed
      and Accepted
              Agreed
      and AcceptedFor
      and on behalf of
              For
      and on behalf of




LAN
      AIRLINES S.A.
                        
                        AIRBUS
      S.A.S.By
                        :
                        /s/
      Roberto Alvo
                        
                        By
                        :
                        /s/
      Christophe MoureyIts
                        :
                        Senior
      V.P. Corporate Development & Strategic Planning
                        
                        Its
                        :
                        Senior
      Vice President ContractsDate
                        :
                        
                        
                        Date
                        :




LAN
AIRLINES S.A.




By
                    :
                    /s/
      Armando ValdiviesoIts
                    :
                    Gerente
      General de PasajerosDate
                    :




3/5




LETTER AGREEMENT
No3B




LAN
AIRLINES S.A.


Edificio
Huidobro


Avenida
Presidente Riesco 5711


Las
Condes


Santiago
- Chile




Subject  :
[xxx]




LAN
Airlines S.A (the “Buyer”) and Airbus S.A.S. (the
“Seller”) have entered
into an amendment N°5 to the Second A320 Purchase Agreement (as defined therein)
dated of even date herewith (“Amendment N°5” ), and which
covers the manufacture and the sale by the Seller and the purchase by the Buyer
of the Incremental Aircraft described therein.




Capitalized
terms used herein and not otherwise defined in this letter agreement N°3B to
Amendment N°5 (the “Letter
Agreement N°3B”) shall have the meanings assigned thereto in the Second
A320 Family Purchase Agreement and/or Amendment N°5 as the case may
be.




Both
Parties agree that this Letter Agreement N°3B, upon execution thereof, shall
constitute an integral, non-severable part of said Amendment N°5 and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement N°3B.




1/4




LETTER AGREEMENT
No3B




1.
            This
      Letter Agreement No.3B shall be applicable to the Aircraft
      [xxx]





2
            [xxx]




3.
            Assignment




The
Parties agree that clause 21 of the Second A320 Family Purchase Agreement shall
govern the assignability and transferability of each Party’s rights and
obligations under this Letter Agreement N°3B.




4.
            Confidentiality




Each of
the Parties hereto agree that the provisions of this Letter Agreement N°3B are
personal to it and will not without the prior written consent of the other
Parties disclose such information to any other Party. [xxx]




2/4


LETTER AGREEMENT
N°3B




If the
foregoing correctly sets forth our understanding, please execute two (2)
originals in the space provided below and return one (1) original of this Letter
Agreement N°3B to the Seller.





Agreed
      and Accepted
              Agreed
      and AcceptedFor
      and on behalf of
              For
      and on behalf of





LAN
      AIRLINES S.A.
                        
                        AIRBUS
      S.A.S.By
                        :
                        /s/
      Roberto Alvo
                        
                        By
                        :
                        /s/
      Christophe MoureyIts
                        :
                        Senior
      V.P. Corporate Development & Strategic Planning
                        
                        Its
                        :
                        Senior
      Vice President ContractsDate
                        :
                        
                        
                        Date
                        :




LAN
AIRLINES S.A.




By
                    :
                    /s/
      Armando ValdiviesoIts
                    :
                    Gerente
      General de PasajerosDate
                    :




3/4




LETTER AGREEMENT
No04




LAN
AIRLINES S.A.


Edificio
Huidobro


Avenida
Presidente Riesco 5711


Las
Condes


Santiago
- Chile




Subject :
[xxx]




LAN
Airlines S.A (the “Buyer”) and Airbus S.A.S. (the
“Seller”) have entered
into an amendment N°5 to the Second A320 Purchase Agreement (as defined therein)
dated of even date herewith (“Amendment N°5” ), and which
covers the manufacture and the sale by the Seller and the purchase by the Buyer
of the Incremental Aircraft described therein.




Capitalized
terms used herein and not otherwise defined in this letter agreement N°04 to
Amendment N°5 (the “Letter Agreement N°04”) shall have the meanings assigned
thereto in the Second A320 Family Purchase Agreement and/or Amendment N°5 as the
case may be. [xxx]




Both
Parties agree that this Letter Agreement N°04, upon execution thereof, shall
constitute an integral, non-severable part of said Amendment N°5 and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement N°04.





1/9




LETTER AGREEMENT
No04





1.
            [xxx]





2.
            [xxx]




3.
            [xxx]




4.
            [xxx]





5.
            [xxx]





6.
            [xxx]





7.
            [xxx]





8.
            [xxx]





9.
            [xxx]





10.
            [xxx]




11.
            Assignment
              
              The
      Parties agree that clause 21 of the Second A320 Family Purchase Agreement
      shall govern the assignability and transferability of each Party’s rights
      and obligations under this Letter Agreement
  N°04.




12.
            Confidentiality


Each of
the Parties hereto agree that the provisions of this Letter Agreement N°04 are
personal to it and will not without the prior written consent of the other
Parties disclose such information to any other Party.  [xxx]




2/9





LETTER AGREEMENT
No04




If the
foregoing correctly sets forth our understanding, please execute two (2)
originals in the space provided below and return one (1) original of this Letter
Agreement No.4 to the Seller.





Agreed
      and Accepted
              Agreed
      and AcceptedFor
      and on behalf of
              For
      and on behalf of





LAN
      AIRLINES S.A.
                        
                        AIRBUS
      S.A.S.By
                        :
                        /s/
      Roberto Alvo
                        
                        By
                        :
                        /s/
      Christophe MoureyIts
                        :
                        Senior
      V.P. Corporate Development & Strategic Planning
                        
                        Its
                        :
                        Senior
      Vice President ContractsDate
                        :
                        
                        
                        Date
                        :




LAN
AIRLINES S.A.




By
                    :
                    /s/
      Armando ValdiviesoIts
                    :
                    Gerente
      General de PasajerosDate
                    :




3/9


LETTER AGREEMENT
No04




[xxx]


8/9




LETTER AGREEMENT
No04




[xxx]




1
[xxx]





2[xxx]




3
[xxx]




4
[xxx]




5
[xxx]


9/9




LETTER AGREEMENT
No5A




LAN AIRLINES S.A.


Edificio
Huidobro


Avenida
Presidente Riesco 5711


Las
Condes


Santiago
- Chile




Subject :
[xxx]




LAN
Airlines S.A (the “Buyer”) and Airbus S.A.S. (the
“Seller”) have entered
into an amendment N°5 to the Second A320 Purchase Agreement (as defined therein)
dated of even date herewith (“Amendment N°5”), and which
covers the manufacture and the sale by the Seller and the purchase by the Buyer
of the Incremental Aircraft described therein.




Capitalized
terms used herein and not otherwise defined in this letter agreement N°5A to
Amendment N°5 (the “Letter
Agreement N°5A”) shall have the meanings assigned thereto in the Second
A320 Family Purchase Agreement and/or Amendment N°5 as the case may
be.




Both
Parties agree that this Letter Agreement N° 5A, upon execution thereof, shall
constitute an integral, non-severable part of said Amendment N°5 and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement N°5A.


1/3




LETTER AGREEMENT
No5A




1.
            This
      Letter Agreement No.5A shall be applicable to the Aircraft
      [xxx]




[xxx]




2.
            [xxx]





3.
            Assignment




The
Parties agree that clause 21 of the Second A320 Family Purchase Agreement shall
govern the assignability and transferability of each Party’s rights and
obligations under this Letter Agreement N° 5A.




4.
            Confidentiality




Each of
the Parties hereto agree that the provisions of this Letter Agreement N° 5A
are personal to it and will not without the prior written consent of the other
Parties disclose such information to any other Party. [xxx]


2/3




LETTER AGREEMENT
N°5A




If the
foregoing correctly sets forth our understanding, please execute two (2)
originals in the space provided below and return one (1) original of this Letter
Agreement N°5A to the Seller.





Agreed
      and Accepted
              Agreed
      and AcceptedFor
      and on behalf of
              For
      and on behalf of





LAN
      AIRLINES S.A.
                        
                        AIRBUS
      S.A.S.By
                        :
                        /s/
      Roberto Alvo
                        
                        By
                        :
                        /s/
      Christophe MoureyIts
                        :
                        Senior
      V.P. Corporate Development & Strategic Planning
                        
                        Its
                        :
                        Senior
      Vice President ContractsDate
                        :
                        
                        
                        Date
                        :




LAN
AIRLINES S.A.




By
                    :
                    /s/
      Armando ValdiviesoIts
                    :
                    Gerente
      General de PasajerosDate
                    :


3/3





LETTER AGREEMENT
No5B




LAN
AIRLINES S.A.


Edificio
Huidobro


Avenida
Presidente Riesco 5711


Las
Condes


Santiago
- Chile




Subject
:  [xxx]




LAN
Airlines S.A (the “Buyer”) and Airbus S.A.S. (the
“Seller”) have entered
into an amendment N°5 to the Second A320 Purchase Agreement (as defined therein)
dated of even date herewith (“Amendment N°5”), and which
covers the manufacture and the sale by the Seller and the purchase by the Buyer
of the Incremental Aircraft described therein.




Capitalized
terms used herein and not otherwise defined in this letter agreement N°5B to
Amendment N°5 (the “Letter
Agreement N°5B”) shall have the meanings assigned thereto in the Second
A320 Family Purchase Agreement and/or Amendment N°5 as the case may
be.




Both
Parties agree that this Letter Agreement N°5B, upon execution thereof, shall
constitute an integral, non-severable part of said Amendment N°5 and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement N°5B.


1/3




LETTER AGREEMENT
No5B




1.
            This
      Letter Agreement No.5B shall be applicable to the Aircraft
      [xxx]




2.
            [xxx]





3.
            Assignment




The
Parties agree that clause 21 of the Second A320 Family Purchase Agreement shall
govern the assignability and transferability of each Party’s rights and
obligations under this Letter Agreement N°5B.




4.
            Confidentiality




Each of
the Parties hereto agree that the provisions of this Letter Agreement N°5B are
personal to it and will not without the prior written consent of the other
Parties disclose such information to any other Party. [xxx]




2/3


LETTER AGREEMENT
N°5B




If the
foregoing correctly sets forth our understanding, please execute two (2)
originals in the space provided below and return one (1) original of this Letter
Agreement N°5B to the Seller.





Agreed
      and Accepted
              Agreed
      and AcceptedFor
      and on behalf of
              For
      and on behalf of





LAN
      AIRLINES S.A.
                        
                        AIRBUS
      S.A.S.By
                        :
                        /s/
      Roberto Alvo
                        
                        By
                        :
                        /s/
      Christophe MoureyIts
                        :
                        Senior
      V.P. Corporate Development & Strategic Planning
                        
                        Its
                        :
                        Senior
      Vice President ContractsDate
                        :
                        
                        
                        Date
                        :




LAN
AIRLINES S.A.




By
                    :
                    /s/
      Armando ValdiviesoIts
                    :
                    Gerente
      General de PasajerosDate
                    :


3/3





LETTER AGREEMENT
No06




LAN
AIRLINES S.A.


Edificio
Huidobro


Avenida
Presidente Riesco 5711


Las
Condes


Santiago
- Chile




Subject :
PRODUCT SUPPORT FOR INCREMENTAL
AIRCRAFT




LAN
Airlines S.A (the “Buyer”) and Airbus S.A.S. (the
“Seller”) have entered
into an amendment N°5 to the Second A320 Purchase Agreement (as defined therein)
dated of even date herewith (“Amendment N°5” ), and which
covers the manufacture and the sale by the Seller and the purchase by the Buyer
of the Incremental Aircraft described therein.




Capitalized
terms used herein and not otherwise defined in this letter agreement N°6 to
Amendment N°5 (the “Letter
Agreement N°6”) shall have the meanings assigned thereto in the Second
A320 Family Purchase Agreement and/or Amendment N°5 as the case may
be.




Both
Parties agree that this Letter Agreement N°6, upon execution thereof, shall
constitute an integral, non-severable part of said Amendment N°5 and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement N°6.


1/8




LETTER AGREEMENT
No06




1.
            GENERAL




1.1
            For
      the avoidance of doubt, all quantities indicated below are the total
      quantities granted for the [xxx] firmly ordered Incremental Aircraft
      unless otherwise specified.




Should
the Buyer decide to cancel any of the [xxx] Incremental Aircraft, the Seller
reserves the right to modify the quantities as defined herein.




1.2
            The
      Buyer and the Seller mutually agree that the contractual training
      allocations provided by the Seller under clauses 14.4.1, 15.1.1, 16.3 and
      16.4.2 of the Second A320 Purchase Agreement shall not be applicable to
      the Incremental Aircraft.




In
substitution, the Seller shall provide the Buyer with the training allocations
defined in this Letter Agreement N°6.




1.3
            The
      contractual training courses defined in Clause 2 here below shall be
      provided up to one (1) year after Delivery of the last firmly ordered
      Incremental Aircraft delivered under this
  Agreement.




2
            TRAINING
      SUPPORT AND SERVICES




2.1
            With
      respect to the Incremental Aircraft, the provisions contained in clause
      16.3.1 of the Second A320 Family Purchase Agreement are hereby cancelled
      in their entirety and replaced by the following quoted
      provisions:




2.1.1
            Notwithstanding
      the above Clause 1.3, the flight operations training courses as defined in
      this Clause 2 shall be granted to and may be utilised by the Buyer on the
      basis [xxx] [xxx] flight operations training courses during the
      [xxx]                        to
      the Delivery of each Incremental
Aircraft.




2.1.2
            Such
      flight operations training courses shall be granted on a cumulative
      basis.




2.1.3
            Furthermore
      in the event the Buyer has any remaining flight operations training
      courses upon Delivery of the last Incremental Aircraft the Buyer may
      utilise such remaining flight operations training
      courses  [xxx]




QUOTE




16.3.1
            Flight
      Crew Training Course




16.3.1.1
            The
      Seller shall perform a flight crew training course program (standard
      transition course or a cross crew qualification program as applicable) for
      a total of [xxx] of the Buyer’s flight crews, each of which shall
      consist of one [xxx] The training manual used shall be the Seller’s
      Flight Crew Operating Manual (FCOM), except for base Flight training, for
      which the Buyer’s customized FCOM shall be
used.


2/8




LETTER AGREEMENT
No06




16.3.1.2
              If
      a [xxx] is required, the Buyer shall use its delivered Aircraft, or any
      other aircraft operated by the Buyer, for any base flight training, which
      shall not [xxx] according
      to the related Airbus training course definition. In the event of it being
      necessary to ferry the Buyer’s delivered Aircraft to the location where
      the base flight training shall take place, the additional flight time
      required for the ferry flight to and/or from the base training field shall
      not be deducted from the base flight training
      allowance.




However,
if the base flight training is performed outside of the zone where the Seller
usually performs such training, the ferry flight to the location where the base
flight training shall take place shall be performed by a crew composed of the
Seller’s and/or the Buyer’s qualified pilots, in accordance with the Aviation
Authorities’ regulations related to the place of performance of the base flight
training.




16.3.1.3
            [xxx]




The
Seller shall provide free of charge
[xxx]         for a total of [xxx]
of the Buyer’s flight crews having followed Flight Crew Training as per Clause
16.3.1.1 above.




UNQUOTE


2.2
            With
      respect to the Incremental Aircraft, the provisions contained in clause
      16.3.3 of the Second A320 Family Purchase Agreement are hereby cancelled
      in their entirety and replaced by the following quoted
      provisions:




QUOTE




16.3.3
            Maintenance
      Training




The
Seller shall provide to the Buyer [xxx] of maintenance training [xxx] for the
Buyer’s personnel.




The
available courses are listed in the Seller’s applicable Training Courses
Catalog.




The above
trainee days shall be used solely for the Maintenance training courses as
defined in the Seller’s applicable Training Courses Catalog.




Within
the above trainee days allowance, the number of Engine Run-up courses shall be
limited to [xxx] per Incremental Aircraft and to a [xxx] in total.




The Buyer
shall provide the Seller with an attendance list of trainees at the latest [xxx]
the start of the training course.




The
practical training provided in the frame of maintenance training is performed
exclusively on the training devices in use in the Seller’s Training Centers or
Affiliated Training Centers.


3/8




LETTER AGREEMENT
No06




In the
event of practical training on aircraft being requested by the Buyer, such
practical training can be organized with the assistance of the Seller, in
accordance with Clause 16.3.3




UNQUOTE


2.3
            With
      respect to the Incremental Aircraft, the provisions contained in clause
      16.3.7 of the Second A320 Family Purchase Agreement are hereby cancelled
      in their entirety and replaced by the following quoted
      provisions:




QUOTE


16.3.7
            Trainee
      days accounting




Trainee
days are counted as follows:




For
instruction at the Seller’s Training Centers or Affiliated Training
Centers:  [xxx] of instruction for [xxx] trainee equals [xxx] trainee
day. The number of trainees originally registered at the beginning of the course
shall be counted as the number of trainees to have taken the
course.




For
instruction outside of the Seller’s Training Centers or Affiliated Training
Centers: [xxx] day of instruction by [xxx] Seller Instructor equals the actual
number of trainees attending the course or a minimum of [xxx] trainee days,
except for structure maintenance training course(s).




For
structure maintenance training courses outside the Seller’s Training Center(s)
or Affiliated Training Centers, [xxx]    day of instruction
by [xxx]    Seller Instructor equals the actual number of
trainees attending the course or the minimum number of trainees as indicated in
the Seller’s Customer Services Catalog.




For
practical training, whether on training devices or on aircraft,
[xxx]    day of instruction by
[xxx]    Seller Instructor equals the actual number of
trainees attending the course or a minimum of
[xxx]    trainee days.




UNQUOTE




3
            SELLER
      REPRESENTATIVE SERVICES




3.1
            The
      Parties agree that the Seller’s representative allocations provided to the
      Buyer under clause 15.1.1 of the Second A320 Purchase Agreement shall not
      be applicable to the Incremental Aircraft. In substitution, the Seller
      shall provide the Buyer with the Seller Representative allocation for the
      Incremental Aircraft as defined
hereunder.




QUOTE


4/8




LETTER AGREEMENT
No06




15.1
            The
      Seller shall provide to the Buyer, Seller Representative services at the
      Buyer’s main base or at other locations to be mutually agreed for a total
      of One Hundred and Forty-four (144)
man-months.




For the
sake of clarification, such Seller Representatives’ services shall include
initial Aircraft Entry Into Service (EIS) assistance and sustaining support
services.




The
number of the Seller Representatives assigned to the Buyer at any one time shall
be mutually agreed, but shall at no time exceed three (3) Seller
Representatives.




UNQUOTE




4
            TECHNICAL
      DATA AND SOFTWARE REVISION SERVICE




4.1
            The
      Parties agree that the terms and conditions of the Technical Publications
      Revision Service (now called Technical Data and Software Revision Service)
      provided to the Seller under clause 14.4.1 of the Second A320 Purchase
      Agreement shall not be applicable to the Incremental Aircraft. In
      substitution, the Seller shall provide the Buyer with the Technical Data
      and Software Revision Service for the Incremental Aircraft as defined
      hereunder.




QUOTE




14.4.1
            General




For each
firmly ordered Incremental Aircraft covered under the Amendment No 5, the
Technical Data and Software Revision Service shall be provided
[xxx]


[xxx]    basis
for a period of [xxx]


[xxx].




Thereafter
the Revision Service shall be provided in accordance with the terms and
conditions set forth in the Seller’s then current Customer Services
Catalog.




Mandatory
changes (including Aviation Authority Airworthiness Directives) and Alert
Service Bulletins shall be incorporated into the Technical Publications at no
charge [xxx]




UNQUOTE




5
            LOAD
      AND TRIM SHEET SOFTWARE




5.1
            Description




The
“Load and Trim Sheet
Software” (LTS) is a ground software which allows the Buyer to produce,
for a given aircraft configuration, a cabin configuration combination, a paper
trim sheet with the standard Airbus layout and its associated AHM 560
document.


5/8




LETTER AGREEMENT
No06




5.2
            Commercial
      Conditions




For the
avoidance of doubt, the Parties agree that the [xxx] for LTS as provided through
clause 4.2 of the letter agreement No. 7 of the Amendment 2 of the Second A320F
Purchase Agreement[xxx] and for the  [xxx] It being understood
that both Parties further agree that the term “Buyer’s fleet” therein referred
shall be defined as the Seller’s aircraft in operation and firmly ordered at the
time of signature of the subject letter agreement No. 7 and including
[xxx].




Notwithstanding
the foregoing, LTS shall be provided to the Buyer [xxx] for [xxx] for the period
of time between the Delivery of the applicable Incremental Aircraft and the 31
December of the year of its Delivery.




After
said period, the LTS shall be [xxx] to the Buyer at standard[xxx]  as
set forth in the Seller’s then current Customer Services Catalog.




5.3
            Delivery




Delivery
of LTS shall be mutually scheduled and agreed upon between the
parties.




5.4
            Installation




Prerequisites
to the functioning of LTS and conditions of site preparation shall be indicated
by the Seller to the Buyer.




[xxx]





5.5
            Support




Support,
assistance and training may be provided upon the Buyer’s request on a chargeable
basis at the rates defined in the Seller’s Customer Services
Catalog.




5.6
            Licence




The use
of LTS by the Buyer is subject to the signature of the applicable LTS License
Agreement by the Buyer.




6.
            ASSIGNMENT




The
Parties agree that clause 21 of the Second A320 Family Purchase Agreement shall
govern the assignability and transferability of each Party’s rights and
obligations under this Letter Agreement N°6.




7.
            CONFIDENTIALITY




Each of
the Parties hereto agree that the provisions of this Letter Agreement N°6 are
personal to it and will not without the prior written consent of the other
Parties disclose such information to any other Party. [xxx]


6/8




LETTER AGREEMENT
No06




If the
foregoing correctly sets forth our understanding, please execute two (2)
originals in the space provided below and return one (1) original of this Letter
Agreement N°6 to the Seller.





Agreed
      and Accepted
              Agreed
      and AcceptedFor
      and on behalf of
              For
      and on behalf of





LAN
      AIRLINES S.A.
                        
                        AIRBUS
      S.A.S.By
                        :
                        /s/
      Roberto Alvo
                        
                        By
                        :
                        /s/
      Christophe MoureyIts
                        :
                        Senior
      V.P. Corporate Development & Strategic Planning
                        
                        Its
                        :
                        Senior
      Vice President ContractsDate
                        :
                        
                        
                        Date
                        :





LAN
AIRLINES S.A.





By
                    :
                    /s/
      Armando ValdiviesoIts
                    :
                    Gerente
      General de PasajerosDate
                    :


7/8




LETTER AGREEMENT
No7A




LAN
AIRLINES S.A.


Edificio
Huidobro


Avenida
Presidente Riesco 5711


Las
Condes


Santiago
- Chile




Subject :
[xxx]




LAN
Airlines S.A (the “Buyer”) and Airbus S.A.S. (the
“Seller”) have entered
into an amendment N°5 to the Second A320 Purchase Agreement (as defined therein)
dated of even date herewith (“Amendment N°5” ), and which
covers the manufacture and the sale by the Seller and the purchase by the Buyer
of the Incremental Aircraft described therein.




Capitalized
terms used herein and not otherwise defined in this letter agreement N°7A to
Amendment N°5 (the “Letter
Agreement N°7A”) shall have the meanings assigned thereto in the Second
A320 Family Purchase Agreement and/or Amendment N°5 as the case may
be.




Both
Parties agree that this Letter Agreement N° 7A, upon execution thereof, shall
constitute an integral, non-severable part of said Amendment N°5 and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement N°7A.


1/21




LETTER AGREEMENT
No7A




This
Letter Agreement No.7A shall be applicable to the [xxx]


1
              [xxx]





2
              [xxx]




3
              [xxx]




4
            [xxx]


5
            [xxx]




6
            [xxx]


7
            [xxx]




8
            [xxx]




9
            [xxx]




10.
            Assignment




The
Parties agree that clause 21 of the Second A320 Family Purchase Agreement shall
govern the assignability and transferability of each Party’s rights and
obligations under this Letter Agreement No
7A.




11.
            Confidentiality




Each of
the Parties hereto agree that the provisions of this Letter Agreement N°7A are
personal to it and will not without the prior written consent of the other
Parties disclose such information to any other Party. [xxx]


2/21




LETTER AGREEMENT
No7A




If the
foregoing correctly sets forth our understanding, please execute two (2)
originals in the space provided below and return one (1) original of this Letter
Agreement N°7A to the Seller.





Agreed
      and Accepted
              Agreed
      and AcceptedFor
      and on behalf of
              For
      and on behalf of





LAN
      AIRLINES S.A.
                        
                        AIRBUS
      S.A.S.By
                        :
                        /s/
      Roberto Alvo
                        
                        By
                        :
                        /s/
      Christophe MoureyIts
                        :
                        Senior
      VP Corporate Development & Strategic Planning
                        
                        Its
                        :
                        Senior
      Vice President ContractsDate
                        :
                        
                        
                        Date
                        :




LAN
AIRLINES S.A.




By
                    :
                    /s/
      Armando ValdiviesoIts
                    :
                    Gerente
      General de PasajerosDate
                    :


3/21




LETTER AGREEMENT
No7A




[xxx]


21/21




LETTER AGREEMENT
No7B




LAN
AIRLINES S.A.


Edificio
Huidobro


Avenida
Presidente Riesco 5711


Las
Condes


Santiago
- Chile




Subject :
[xxx]




LAN
Airlines S.A (the “Buyer”) and Airbus S.A.S. (the
“Seller”) have entered
into an amendment N°5 to the Second A320 Purchase Agreement (as defined therein)
dated of even date herewith (“Amendment N°5” ), and which
covers the manufacture and the sale by the Seller and the purchase by the Buyer
of the Incremental Aircraft described therein.




Capitalized
terms used herein and not otherwise defined in this letter agreement N°7B to
Amendment N°5 (the “Letter
Agreement N°7B”) shall have the meanings assigned thereto in the Second
A320 Family Purchase Agreement and/or Amendment N°5 as the case may
be.




Both
Parties agree that this Letter Agreement N°7B, upon execution thereof, shall
constitute an integral, non-severable part of said Amendment N°5 and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement N°7B.






1/20





LETTER AGREEMENT
No7B




This
Letter Agreement No.7B shall be applicable to the [xxx]




1
            [xxx]




2
            [xxx]




3
              [xxx]




4
            [xxx]




5
            [xxx]




6
            [xxx]




7
            [xxx]




8
            [xxx]




9
            [xxx]




10.
            Assignment




The
Parties agree that clause 21 of the Second A320 Family Purchase Agreement shall
govern the assignability and transferability of each Party’s rights and
obligations under this Letter Agreement No
7B.




11.
            Confidentiality




Each of
the Parties hereto agree that the provisions of this Letter Agreement N°7B are
personal to it and will not without the prior written consent of the other
Parties disclose such information to any other Party. [xxx]


2/20




LETTER AGREEMENT
N°7B




If the
foregoing correctly sets forth our understanding, please execute two (2)
originals in the space provided below and return one (1) original of this Letter
Agreement N°7B to the Seller.





Agreed
      and Accepted
              Agreed
      and AcceptedFor
      and on behalf of
              For
      and on behalf of





LAN
      AIRLINES S.A.
                        
                        AIRBUS
      S.A.S.By
                        :
                        /s/
      Roberto Alvo
                        
                        By
                        :
                        /s/
      Christophe MoureyIts
                        :
                        Senior
      V.P. Corporate Development & Strategic Planning
                        
                        Its
                        :
                        Senior
      Vice President ContractsDate
                        :
                        
                        
                        Date
                        :




LAN
AIRLINES S.A.




By
                    :
                    /s/
      Armando ValdiviesoIts
                    :
                    Gerente
      General de PasajerosDate
                    :


3/20




LETTER AGREEMENT
No7B




[xxx]


20/20




LETTER AGREEMENT
No8




LAN
AIRLINES S.A.


Edificio
Huidobro


Avenida
Presidente Riesco 5711


Las
Condes


Santiago
- Chile




Subject :
[xxx]




LAN
Airlines S.A (the “Buyer”) and Airbus S.A.S. (the
“Seller”) have entered
into an amendment N°5 to the Second A320 Purchase Agreement (as defined therein)
dated of even date herewith (“Amendment N°5” ), and which
covers the manufacture and the sale by the Seller and the purchase by the Buyer
of the Incremental Aircraft described therein.




Capitalized
terms used herein and not otherwise defined in this letter agreement N°8 to
Amendment N°5 (the “Letter
Agreement N°8”) shall have the meanings assigned thereto in the Second
A320 Family Purchase Agreement and/or Amendment N°5 as the case may
be.




Both
Parties agree that this Letter Agreement N°8, upon execution thereof, shall
constitute an integral, non-severable part of said Amendment N°5 and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement N°8.


1/3




LETTER AGREEMENT
No8




1.
              [xxx]




2.
              Assignment




The
Parties agree that clause 21 of the Second A320 Family Purchase Agreement shall
govern the assignability and transferability of each Party’s rights and
obligations under this Letter Agreement N°8.




3.
            Confidentiality




Each of
the Parties hereto agree that the provisions of this Letter Agreement N°8 are
personal to it and will not without the prior written consent of the other
Parties disclose such information to any other Party. [xxx]


2/3




LETTER AGREEMENT
N°8




If the
foregoing correctly sets forth our understanding, please execute two (2)
originals in the space provided below and return one (1) original of this Letter
Agreement N°8 to the Seller.





Agreed
      and Accepted
              Agreed
      and AcceptedFor
      and on behalf of
              For
      and on behalf of





LAN
      AIRLINES S.A.
                        
                        AIRBUS
      S.A.S.By
                        :
                        /s/
      Roberto Alvo
                        
                        By
                        :
                        /s/
      Christophe MoureyIts
                        :
                        Senior
      V.P. Corporate Development & Strategic Planning
                        
                        Its
                        :
                        Senior
      Vice President ContractsDate
                        :
                        
                        
                        Date
                        :




LAN
AIRLINES S.A.




By
                    :
                    /s/
      Armando ValdiviesoIts
                    :
                    Gerente
      General de PasajerosDate
                    :




3/3




SIDE LETTER No1




LAN
AIRLINES S.A.


Edificio
Huidobro


Avenida
Presidente Riesco 5711


Las
Condes


Santiago
- Chile




Subject :
[xxx]




LAN
Airlines S.A (the “Buyer”) and Airbus S.A.S. (the
“Seller”) have entered
into an amendment N°5 to the Second A320 Purchase Agreement (as defined therein)
dated of even date herewith (“Amendment N°5”), and which
covers the manufacture and the sale by the Seller and the purchase by the Buyer
of the Incremental Aircraft described therein.




Capitalized
terms used herein and not otherwise defined in this side letter N°1 to Amendment
N°5 (the “Side Letter
N°1”) shall have the meanings assigned thereto in the Second A320 Family
Purchase Agreement and/or Amendment N°5 as the case may be.




Both
Parties agree that this Side Letter N°1, upon execution thereof, shall
constitute an integral, non-severable part of said Amendment N°5 and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Side Letter N°1.




1/4


SIDE LETTER No1




1.
            [xxx]




2.[xxx]




3.
            Assignment




This Side
Letter N°1 and the rights and obligations of the Buyer herein shall not be
assigned or transferred in any manner without the prior written consent of the
Seller, and any attempted assignment or transfer in contravention of the
provisions of this Side Letter N°1 shall be void and of no force or
effect.




4.
            Confidentiality




Each of
the Parties hereto agree that the provisions of this Side Letter N°1 are
personal to it and will not without the prior written consent of the other
Parties disclose such information to any other Party. [xxx]




2/4


SIDE LETTER
N°1




If the
foregoing correctly sets forth our understanding, please execute two (2)
originals in the space provided below and return one (1) original of this Side
Letter N°1 to the Seller.





Agreed
      and Accepted
              Agreed
      and AcceptedFor
      and on behalf of
              For
      and on behalf of





LAN
      AIRLINES S.A.
                        
                        AIRBUS
      S.A.S.By
                        :
                        /s/
      Roberto Alvo
                        
                        By
                        :
                        /s/
      Christophe MoureyIts
                        :
                        Senior
      V.P. Corporate Development & Strategic Planning
                        
                        Its
                        :
                        Senior
      Vice President ContractsDate
                        :
                        
                        
                        Date
                        :




LAN
AIRLINES S.A.




By
                    :
                    /s/
      Armando ValdiviesoIts
                    :
                    Gerente
      General de PasajerosDate
                    :


3/4