Exhibit 4.2.5

Supplemental Agreement No. 30 (SA-30)

to

Purchase Agreement No. 2126

between

THE BOEING COMPANY

and

LAN
AIRLINES S.A.

Relating to Boeing Model 767-316ER, Model 767-38EF, and Model 767-316F Aircraft

THIS SUPPLEMENTAL AGREEMENT, entered into as of the 15 day of February 2011, by and between THE BOEING COMPANY, a Delaware corporation
(hereinafter called Boeing), and LAN Airlines S.A., a Chilean corporation (hereinafter called Customer);

W I T N E S S E T H:

WHEREAS, the parties entered into that certain Purchase Agreement No. 2126, dated as of January 30, 1998 relating to the
purchase and sale of Boeing Model 767-316ER, Model 767-38EF, and Model 767-316F aircraft (hereinafter referred to as Aircraft) which agreement, including all tables, exhibits, supplemental exhibits and specifications
thereto, together with all letter agreements then or thereafter entered into that by their terms constitute part of such purchase agreement and as such purchase agreement may be amended or supplemented from time to time, is hereinafter called the
Purchase Agreement;

WHEREAS, Customer wishes to purchase three (3) aircraft scheduled
for delivery in [***] and [***] in the 767-316ER configuration (hereinafter referred to as 2012 Additional Aircraft), and incorporate such aircraft into the Purchase Agreement;

WHEREAS, Customer wishes to change seat and inflight entertainment equipment (IFE) suppliers: Contour for business class, BE Aerospace
for economy and Panasonic for IFE, and

WHEREAS, Boeing and Customer have agreed to amend the Purchase Agreement to
incorporate the above changes:

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto
agree to amend the Purchase Agreement as follows:



|          |  |        |  |      
|--------- |  | ------ |  | -----
|P.A. 2126 |  | Page 1 |  | SA-30

BOEING PROPRIETARY

[***] This information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

Exhibit 4.2.5



1. Table of Contents, Articles, Tables, Exhibits and Supplemental
Exhibits:

1.1. Table of Contents. The Table of Contents to the Purchase Agreement is deleted in
its entirety and the new Table of Contents attached hereto is substituted in lieu thereof to reflect the changes made by this SA-30.

1.2. Revision of Supplemental Exhibit BFE1. BFE Variables is revised to add the BFE preliminary on-dock dates for the 2012 Additional Aircraft as shown below.



|                                  |  |          |  |          |  |          |  |          |  |         
|--------------------------------- |  | -------- |  | -------- |  | -------- |  | -------- |  | --------
|On-Dock Dates                     |  | Jun 2012 |  | Jul 2012 |  | Aug 2012 |  | Sep 2012 |  | Oct 2012
|Seats                             |  | [***]    |  | [***]    |  | [***]    |  | [***]    |  | [***]   
|Galleys/Furnishings               |  | [***]    |  | [***]    |  | [***]    |  | [***]    |  | [***]   
|Electronics                       |  | [***]    |  | [***]    |  | [***]    |  | [***]    |  | [***]   
|Cabin System Equipment            |  | [***]    |  | [***]    |  | [***]    |  | [***]    |  | [***]   
|Miscellaneous/Emergency Equipment |  | [***]    |  | [***]    |  | [***]    |  | [***]    |  | [***]   
|Textiles/Raw Materials            |  | [***]    |  | [***]    |  | [***]    |  | [***]    |  | [***]   

1.3. Revision of Table 13. Aircraft Information Table 13 to Purchase Agreement
No. 2126, Aircraft Delivery, Description, Price and Advance Payments is retitled Aircraft Information Table 13 for 2012 Aircraft and revised: 1) to add the scheduled delivery month, price and Advance Payments applicable to the
2012 Additional Aircraft; and 2) to revise the price for the Aircraft Airframe price to account for a revised value associated with compliance to FAR 25.859 Part 2, burnthrough, applicable to each 2012 Accelerated Aircraft and each 2012
Additional Aircraft (together hereinafter called the 2012 Aircraft. The pricing for Table 13 is based on Customers Aircraft serial number 37802, block number VS925 SICMA 30 business class seat configuration. Customer is
changing its seat and IFE suppliers. Exhibit A Aircraft Configuration will be updated to reflect these changes. However, Boeing has agreed not to charge Customer for Boeings costs related to these changes and so any revision to the
Table 13 as a result of these changes should only relate to a changing estimate for Seller Purchased Equipment (SPE) and other changes agreed to by Customer.



|          |  |        |  |      
|--------- |  | ------ |  | -----
|P.A. 2126 |  | Page 2 |  | SA-30

BOEING PROPRIETARY

[***] This information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

Exhibit 4.2.5



1.4. Exhibit A-12: Aircraft Configuration.
Exhibit A-12 provides the aircraft configuration for the 2012 Aircraft. This Exhibit A-12 is based on Customers Aircraft serial 37802, block number VS925 configuration and will be revised to reflect the change in seat and IFE suppliers.

2. Restricted Letter Agreements.

2.1. Applicability of Performance Guarantees Relating to the 2011 Accelerated Aircraft; the 2012 Deferral Aircraft and the Incremental Aircraft Letter. Letter Agreement 6-1162-ILK-0385 R2 entitled
Performance Guarantees Relating to the 2011 Accelerated Aircraft; the 2012 Deferral Aircraft and the Incremental Aircraft shall apply to each 2012 Aircraft. The title of the Letter Agreement is revised to Performance Guarantees
Relating to the 2011 Accelerated Aircraft and 2012 Aircraft.

2.2. Addition of Special Matters Letter Applicable to
the 2012 Additional Aircraft. Letter Agreement 6-1162-ILK-451 entitled Special Matters Letter Applicable to the 2012 Accelerated Aircraft (Special Matters Letter Applicable to the 2012 Additional Aircraft), attached
hereto, provides the terms and conditions, including the economic considerations, applicable to each 2012 Additional Aircraft.

2.3. Addition of Seller Purchased Equipment Letter Applicable to the 2012 Aircraft. Letter Agreement LA-110377, Seller
Purchased Equipment for 2012 Aircraft attached hereto, is added to the Purchase Agreement.

3. Payment Due at Effective Date of this
Supplemental Agreement.

To effect the implementation of this SA-30, payments to Boeing are due by Customer. The amount
depends upon whether Customer elects the standard 30% advance payment schedule shown in Table 13 or the [***] deferred schedule shown in Letter Agreement 6-1162-ILK-451 paragraph 5.1. [***] The amount paid at signing is notice to Boeing of the
payment schedule elected by Customer.

4. Confidentiality.

Boeing and Customer understand that the commercial and financial information contained in this Supplemental Agreement is considered by the parties as confidential (Confidential
Information) and both agree not to disclose such Confidential Information except as provided herein. In addition to the parties respective officers, directors and employees who need to know the Confidential Information and who
understand the obligation to keep it confidential, the parties may disclose Confidential Information (1) to the extent required by law and (2) to its agents, auditors and advisors who need to know



|          |  |        |  |      
|--------- |  | ------ |  | -----
|P.A. 2126 |  | Page 3 |  | SA-30

BOEING PROPRIETARY

[***] This information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

Exhibit 4.2.5



the Confidential Information for purposes of enabling each party to understand, perform its obligations under, or receive the benefits of, this Supplemental Agreement and who have agreed not to
use or disclose the Confidential Information for any other purpose without the other partys prior written consent. In the event that a party concludes that disclosure of Confidential Information contained in this Supplemental Agreement is
required by applicable law, the party will so advise the other party promptly in writing and endeavor to protect the confidentiality of such Confidential Information to the widest extent possible. In the event of a legal dispute with Boeing, nothing
herein will preclude Customer from sharing with its legal counsel information necessary for purposes of enabling counsel to advise or represent Customer provided that so long as Customer causes its legal counsel to maintain the confidentiality of
information that is the subject of this Article. Except as provided in the assignment provisions of Article 7 of Letter Agreement 6-1162-KSW-6423 entitled Special Matters Applicable to the Incremental Aircraft; Article 21 of Letter
Agreement 6-1162-LAJ-0895R6 entitled Business Considerations; Article 8 of Letter Agreement 6-1162-ILK-0381R2 entitled Special Matters Letter Applicable to the 2011 Accelerated Aircraft and the Substitute 767 Freighter
Aircraft; Article 9 of Letter Agreement 6-1162-ILK-0412 entitled Special Matters Relating to Three Aircraft Originally Scheduled to Deliver in 2009 and Article 6 of Letter Agreement 6-1162-ILK-0450 entitled Special Matters
Relating to 2012 Accelerated Aircraft, Article 6 of Letter Agreement 6-1162-ILK-00451 entitled Special Matters Relating to 2012 Additional Aircraft, Customer will not disclose this Supplemental Agreement for purposes of financing
payments without the prior written consent of Boeing, which consent will be provided once the financier enters into a Non Disclosure Agreement with Boeing in form and substance reasonably satisfactory to Boeing, which will include agreeing not to
disclose or use Confidential Information except for the purpose set forth herein. This provision shall not apply to any Confidential Information that is in the public domain except that a party will be liable to the other for breach of its
obligations under this provision if the Confidential Information entered the public domain as a consequence of a wrongful act or omission on its part.

The Purchase Agreement shall be deemed amended to the extent herein provided and as amended shall continue in full force and effect.



|          |  |        |  |      
|--------- |  | ------ |  | -----
|P.A. 2126 |  | Page 4 |  | SA-30

BOEING PROPRIETARY

[***] This information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

Exhibit 4.2.5



EXECUTED IN DUPLICATE as of the day and year first above written.



|                   |  |                   |  |                   |  |      |  |                       
|------------------ |  | ----------------- |  | ----------------- |  | ---- |  | ----------------------
|THE BOEING COMPANY |  |                   |  | LAN AIRLINES S.A.
|                   |  |                   |  |                  
|By:                |  |                   |  |                   |  | By:  |  |                       
|                   |  | Ms. Kathie Weibel |  |                   |  |      |  | Mr. Armando Valdivieso
|                   |  |                   |  |                  
|Its                |  | Attorney-In-Fact  |  |                   |  | Its: |  |                       
|                   |  |                   |  |                  
|                   |  |                   |  |                   |  | By:  |  |                       
|                   |  |                   |  |                   |  |      |  | Mr. Damian Scokin     
|                   |  |                   |  |                  
|                   |  |                   |  |                   |  | Its: |  |                       



|          |  |        |  |      
|--------- |  | ------ |  | -----
|P.A. 2126 |  | Page 5 |  | SA-30

BOEING PROPRIETARY

[***] This information is subject to confidential treatment and has been omitted and filed separately with the commission.



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PURCHASE AGREEMENT NUMBER 2126

between

THE
BOEING COMPANY

and

LAN Airlines S.A.

Relating to Boeing Model 767-316ER, Model 767-38EF, and Model
767-316F Aircraft

-



|          |  |  |  |      
|--------- |  |  |  | -----
|P.A. 2126 |  |  |  | SA-30

[***] This information is
subject to confidential treatment and has been omitted and filed separately with the commission.



---

TABLE OF CONTENTS



|         |  |                                                               |  |                       |    | 
|-------- |  | ------------------------------------------------------------- |  | --------------------- | -- | 
|         |  |                                                               |  | SupplementalAgreement |   
|ARTICLES |  |                                                               |  |                      
|1.       |  | Quantity, Model and Description                               |  |                       | 24 | 
|2.       |  | Delivery Schedule                                             |  |                       | 24 | 
|3.       |  | Price                                                         |  |                       | 24 | 
|4.       |  | Payment                                                       |  |                       | 24 | 
|5.       |  | Miscellaneous                                                 |  |                       | 24 | 
|6.       |  | Confidentiality                                               |  |                       | 24 | 
|TABLE    |  |                                                               |  |                      
|1.       |  | Aircraft Information Table 767 300ER Aircraft  1995$         |  |                       | 1  | 
|2.       |  | Aircraft Information Table 767 300F Aircraft  1997$          |  |                       | 1  | 
|3.       |  | Aircraft Information Table 767 300F Aircraft  1998$          |  |                       | 8  | 
|4.       |  | Aircraft Information Table 767 300F Aircraft  1999$          |  |                       | 11 | 
|5.       |  | Aircraft Information Table 767 300F Aircraft  2003$          |  |                       | 18 | 
|6.       |  | Aircraft Information Table 767 316ER Aircraft  2003$         |  |                       | 21 | 
|7.       |  | Aircraft Information Table 767 300F Aircraft  2004$          |  |                       | 24 | 
|8.       |  | Aircraft Information Table 767 316ER Aircraft  2004$         |  |                       | 22 | 
|9.       |  | Aircraft Information Table 767 316ER Aircraft  2005 $        |  |                       | 22 | 
|10.      |  | Aircraft Information Table 767-316ER Aircraft  2006 $        |  |                       | 25 | 
|11.      |  | Aircraft Information Table 767-316ER Aircraft  2008 $        |  |                       | 28 | 
|12.      |  | Aircraft Information Table 767-316F Aircraft  2008 $:DELETED |  |                       | 29 | 
|13.      |  | Aircraft Information Table 767-316ER Aircraft  2010 $        |  |                       | 30 | 
|EXHIBITS |  |                                                               |  |                      
|A.       |  | Aircraft Configuration                                        |  |                       |    | 
|A-1      |  | Aircraft Configuration                                        |  |                       | 1  | 
|A-2      |  | Aircraft Configuration                                        |  |                       | 5  | 
|A-3      |  | Aircraft Configuration                                        |  |                       | 10 | 
|A-4      |  | Aircraft Configuration 767-316F Aircraft  2003$              |  |                       | 15 | 
|A-5      |  | Aircraft Configuration 767-316ER Aircraft  2003$             |  |                       | 17 | 
|A-6      |  | Aircraft Configuration 767-316ER Aircraft  2004$             |  |                       | 22 | 
|A-7      |  | Aircraft Configuration 767-316ER Aircraft  2005$             |  |                       | 22 | 
|A-8      |  | Aircraft Configuration 767-316ER Aircraft  2006$             |  |                       | 23 | 
|A-9      |  | Aircraft Configuration 767-316ER Aircraft  2008$             |  |                       | 24 | 
|A-10     |  | Aircraft Configuration 767-316F Aircraft  2008$:DELETED      |  |                       | 29 | 
|A-12     |  | Aircraft Configuration 767-316ER Aircraft  2010$             |  |                       | 30 | 
|B.       |  | Aircraft Delivery Requirements and Responsibilities           |  |                       | 1  | 



|                  |  |                    |  |       
|----------------- |  | ------------------ |  | ------
|Table of Contents |  |                    |  | SA-30 
|LAN PA 2126       |  | BOEING PROPRIETARY |  | Page i

[***] This information is
subject to confidential treatment and has been omitted and filed separately with the commission.



---

|                      |  |                                                        |                           |  |    | 
|--------------------- |  | ------------------------------------------------------ | ------------------------- |  | -- | 
|                      |  |                                                        | SupplementalAgreement (s) | 
|SUPPLEMENTAL EXHIBITS |  |                                                        |                           | 
|BFE1.                 |  | BFE Variables                                          |                           |  | 30 | 
|CS1.                  |  | Customer Support Variables                             |                           |  | 1  | 
|EE1.                  |  | Engine Escalation/Engine Warranty and Patent Indemnity |                           |  | 1  | 
|EE1-1.                |  | Engine Escalation/Engine Warranty and Patent Indemnity |                           |  | 5  | 
|EE1-2.                |  | Engine Escalation/Engine Warranty and Patent Indemnity |                           |  | 13 | 
|EE1-2006$             |  | Engine Escalation, Engine Warranty & Patent Indemnity  |                           |  | 26 | 
|                      |  |                                                       
|EE1-2010$             |  | Engine Escalation, Engine Warranty & Patent Indemnity  |                           |  | 29 | 
|SLP1.                 |  | Service Life Policy Components                         |                           |  |    | 
|AE1                   |  | Escalation adjustment-airframe and optional features   |                           |  | 22 | 
|AE1 2008$             |  | Escalation adjustment-airframe and optional features   |                           |  | 24 | 
|AE1 2010$             |  | Escalation adjustment-airframe and optional features   |                           |  | 29 | 
|EE1-2008$             |  | Engine Escalation, Engine Warranty & Patent Indemnity  |                           |  | 26 | 



|                             |  |                                                                                                                 |  |  |           | 
|---------------------------- |  | --------------------------------------------------------------------------------------------------------------- |  |  | --------- | 
|LETTER AGREEMENTS            |  |                                                                                                                 |  | 
|2126-1                       |  | Seller Purchased Equipment                                                                                      |  |  |           | 
|2126-2R1                     |  | Cabin Systems Equipment                                                                                         |  |  | 17        | 
|2126-3R4                     |  | Option Aircraft                                                                                                 |  |  | 13        | 
|                             | 
|RESTRICTED LETTER AGREEMENTS |  |                                                                                                                 |  | 
|6-1162-DMH-350               |  | Performance Guarantees                                                                                          |  |  |           | 
|6-1162-DMH-351               |  | Promotion Support                                                                                               |  |  |           | 
|6-1162-DMH-472               |  | Performance Guarantees                                                                                          |  |  | 1         | 
|6-1162-DMH-475               |  | Configuration Matters                                                                                           |  |  | 1         | 
|6-1162-DMH-1031R2            |  | Special Provisions for Advance Payments                                                                         |  |  | 9         | 
|6-1162-LAJ-311               |  | Special Matters Relating to the July 2001 and September 2001 Aircraft                                           |  |  | 11        | 
|6-1162-LAJ-956               |  | Special Matters Relating to four 2006 Delivery Aircraft (February 4, 2005)                                      |  |  |           | 
|6-1162-LAJ-0895R6            |  | Business Considerations                                                                                         |  |  | 23        | 
|6-1162-ILK-0002R4            |  | Special Matters Relating to Advance Payments Requirements                                                       |  |  | 21        | 
|6-1162-ILK-0381 R2           |  | Special Matters Letter Applicable to the 2011 Accelerated Aircraft and the Substitute 767 Freighter Aircraft    |  |  | 29DELETED | 
|6-1162-ILK-0382              |  | No longer applicable                                                                                            |  |  | 26        | 
|6-1162-ILK-0383 R1           |  | Aircraft Model Substitution Relating to the 2011 Accelerated Aircraft and the Substitute 767 Freighter Aircraft |  |  | 26        | 



|                  |  |                    |  |        
|----------------- |  | ------------------ |  | -------
|Table of Contents |  |                    |  | SA-30  
|LAN PA 2126       |  | BOEING PROPRIETARY |  | Page ii

[***] This information is
subject to confidential treatment and has been omitted and filed separately with the commission.



---

|                                        |  |                                                                                        |                           |  |              |  
|--------------------------------------- |  | -------------------------------------------------------------------------------------- | ------------------------- |  | ------------ | -
|                                        |  |                                                                                        | SupplementalAgreement (s) | 
|RESTRICTED LETTER AGREEMENTS, continued |  |                                                                                        |                           | 
|6-1162-ILK-0384 R2                      |  | 16G Seats                                                                              |                           |  | 27           |  
|                                        |  |                                                                                       
|6-1162-ILK-0385 R2                      |  | Performance Guarantees Relating to the 2011 Accelerated Aircraft and the 2012 Aircraft |                           |  | 30 (Art 2.1) |  
|                                        |  |                                                                                       
|6-1162-ILK-0388                         |  | Option Aircraft  DELETED                                                              |                           |  | 28(Art 6.2   | )
|                                        |  |                                                                                       
|6-1162-ILK-0412                         |  | Special Matters Relating to Three Aircraft Originally Scheduled to Deliver in 2009     |                           |  | 25           |  
|                                        |  |                                                                                       
|6-1162-ILK-0413                         |  | [***]                                                                                  |                           |  | 25           |  
|                                        |  |                                                                                       
|6-1162-KSW-6423                         |  | Special Matters Letter Applicable to the Incremental Aircraft                          |                           |  | 27           |  
|                                        |  |                                                                                       
|6-1162-KSW-6424                         |  | Aircraft Model Substitution Relating to the Incremental Aircraft                       |                           |  | 27           |  
|                                        |  |                                                                                       
|6-1162-KSW-6456                         |  | Performance Guarantees for Substitute 767 Freighter Aircraft: DELETED                  |                           |  | 29           |  
|                                        |  |                                                                                       
|6-1162-ILK-0450                         |  | Special Matters Letter Applicable to the 2012 Accelerated Aircraft                     |                           |  | 29           |  
|                                        |  |                                                                                       
|6-1162-ILK-0451                         |  | Special Matters Letter Applicable to the 2012 Additional Aircraft                      |                           |  | 30           |  
|                                        |  |                                                                                       
|LA-1103777                              |  | Seller Purchased Equipment for 2012 Aircraft                                           |                           |  | 30           |  



|                  |  |                    |  |         
|----------------- |  | ------------------ |  | --------
|Table of Contents |  |                    |  | SA-30   
|LAN PA 2126       |  | BOEING PROPRIETARY |  | Page iii

[***] This information is
subject to confidential treatment and has been omitted and filed separately with the commission.



---

Aircraft Information Table No. 13

For 2012 Aircraft

Aircraft Delivery, Description, Price and Advance Payments



|                                           |  |   |               |  |  |                                              |  |                       |  |         |  |                          
|------------------------------------------ |  | - | ------------- |  |  | -------------------------------------------- |  | --------------------- |  | ------- |  | -------------------------
|Airframe Model/MTOW:767-300ER              |  |   | 412000 pounds |  |  | Detail Specification:                        |  | D019T001-L(2/10/2010) |  |         |  |                          
|Engine Model/Thrust:CF6-80C2B6F            |  |   | 60200 pounds  |  |  | Airframe Price Base Year/Escalation Formula: |  | Jul-10                |  |         |  | ECI-MFG/CPI              
|Airframe Price:                            |  | $ | 125,875,000   |  |  | Engine Price Base Year/Escalation Formula:   |  | Jul-10                |  |         |  | GE CF6-80 &GE90 (99 rev.)
|Optional Features:                         |  | $ | 7,426,400     |  |  |                                              |  |                       |  |         |  |                          
|                                           |  |   |               |  |  |                                              |  |                       |  |         |  |                          
|Sub-Total of Airframe and Features:        |  | $ | 133,301,400   |  |  | Airframe Escalation Data:                    |  |                       |  |         |  |                          
|Engine Price (Per Aircraft):               |  | $ | 23,557,799    |  |  | Base Year Index (ECI):                       |  |                       |  | 106.8   |  |                          
|Aircraft Basic Price (Excluding BFE/SPE):  |  | $ | 156,859,199   |  |  | Base Year Index (CPI):                       |  |                       |  | 215.6   |  |                          
|                                           |  |   |               |  |  |                                              |  |                       |  |         |  |                          
|Buyer Furnished Equipment (BFE) Estimate:  |  | $ | 0             |  |  | Engine Escalation Data:                      |  |                       |  |         |  |                          
|Seller Purchased Equipment (SPE) Estimate: |  | $ | 4,500,000     |  |  | Base Year Index (ECI):                       |  |                       |  | 133.190 |  |                          
|In-flight Entertainment Equipment (IFE):   |  | $ | 1,900,000     |  |  |                                              |  |                       |  |         |  |                          
|Deposit per Aircraft:                      |  | $ | 0             |  |  |                                              |  |                       |  |         |  |                          



|         |  |           |   |  |            |  |        |            |  |  |              |  |  |                     |       |  |                                                                   |   |             |         |  |   |                   |  |  |       |           |  |  |   |           |  |  |   |            | 
|-------- |  | --------- | - |  | ---------- |  | ------ | ---------- |  |  | ------------ |  |  | ------------------- | ----- |  | ----------------------------------------------------------------- | - | ----------- | ------- |  | - | ----------------- |  |  | ----- | --------- |  |  | - | --------- |  |  | - | ---------- | 
|         |  |           |   |  | Escalation |  |        | Escalation |  |  | Manufacturer |  |  | Escalation Estimate |       |  | Advance Payment Per Aircraft (Amts. Due/Mos. Prior to 
Delivery): |  
|Delivery |  | Number of |   |  | Factor     |  |        | Factor     |  |  | Serial       |  |  | Adv Payment Base    |       |  | At Signing                                                        |   |             | 24 Mos. |  |   | 21/18/12/9/6 Mos. |  |  | Total |          
|Date     |  | Aircraft  |   |  | (Airframe) |  |        | (Engine)   |  |  | Number       |  |  | Price Per A/P       |       |  | 1 %                                                               |   |             | 4 %     |  |   | 5 %               |  |  | 30%   |          
|[***]    |  |           | 1 |  |            |  | 1.0391 |            |  |  | 1.081        |  |  |                     | 40799 |  |                                                                   | $ | 170,629,000 |         |  | $ | 1,706,290         |  |  | $     | 6,825,160 |  |  | $ | 8,531,450 |  |  | $ | 51,188,700 | 
|[***]    |  |           | 1 |  |            |  | 1.0405 |            |  |  | 1.084        |  |  |                     | 40592 |  |                                                                   | $ | 170,896,000 |         |  | $ | 1,708,960         |  |  | $     | 6,835,840 |  |  | $ | 8,544,800 |  |  | $ | 51,268,800 | 
|[***]    |  |           | 1 |  |            |  | 1.0405 |            |  |  | 1.084        |  |  |                     | 41746 |  |                                                                   | $ | 170,896,000 |         |  | $ | 1,708,960         |  |  | $     | 6,835,840 |  |  | $ | 8,544,800 |  |  | $ | 51,268,800 | 
|[***]    |  |           | 1 |  |            |  | 1.0425 |            |  |  | 1.087        |  |  |                     | 41747 |  |                                                                   | $ | 171,246,000 |         |  | $ | 1,712,460         |  |  | $     | 6,849,840 |  |  | $ | 8,562,300 |  |  | $ | 51,373,800 | 
|[***]    |  |           | 1 |  |            |  | 1.0441 |            |  |  | 1.091        |  |  |                     | 41748 |  |                                                                   | $ | 171,564,000 |         |  | $ | 1,715,640         |  |  | $     | 6,862,560 |  |  | $ | 8,578,200 |  |  | $ | 51,469,200 | 
|[***]    |  |           | 1 |  |            |  | 1.0455 |            |  |  | 1.093        |  |  |                     | 40593 |  |                                                                   | $ | 171,806,000 |         |  | $ | 1,718,060         |  |  | $     | 6,872,240 |  |  | $ | 8,590,300 |  |  | $ | 51,541,800 | 
|Total:   |  |           | 6 |  |            |  |        |            |  |  |              |  |  |                     |       |  |                                                                   |   |             |         |  |   |                   |  |  |       |           |  |  |   |           |  |  |   |            | 



|            |  |                    |  |      
|----------- |  | ------------------ |  | -----
|APR 55521   |  |                    |  | SA-30
|LAN PA 2126 |  | Boeing Proprietary |  |      

[***] This information is subject to confidential treatment and has been omitted and filed separately
with the commission.

Table 13, Page 1 of 1



---

AIRCRAFT CONFIGURATION

between

THE
BOEING COMPANY

and

LAN AIRLINES S.A.

Exhibit A-12 to Purchase Agreement Number 2126





|              |  |              |  |              
|------------- |  | ------------ |  | -------------
|P.A. No. 2126 |  | Exhibit A-12 |  | SA-30        
|PA Exhibit A  |  |              |  | Rev: 12/11/03

[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

AIRCRAFT CONFIGURATION

relating to

BOEING MODEL 767-300ER AIRCRAFT

THE LAN AIRCRAFT

The pricing for the 2012 Aircraft is based on the Aircraft
serial number 37802, block number VS925 30 SICMA business class seat configuration, Customer Detail Specification D019T001LAN63E-1, Revision G dated as of November 6, 2009.

Customer is changing its seat and Inflight Entertainment Equipment (IFE) for the 2012 Aircraft. Exhibit A will be updated to the new
configuration as soon as the record options making these changes are proposed and accepted by Customer. Boeing will furnish to Customer copies of the revised Detail Specification, which copies will reflect the Options below as revised to reflect the
seat and IFE changes. The Aircraft Basic Price reflects and includes all effects of such Options, except such Aircraft Basic Price does not include the price effects of any Buyer Furnished Equipment or Seller Purchased Equipment.



|              |  |                      |  |              
|------------- |  | -------------------- |  | -------------
|P.A. No. 2126 |  | Exhibit A-12, Page 1 |  | SA-30        
|PA Exhibit A  |  |                      |  | Rev: 12/11/03

[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

Exhibit A-12

Purchase Agreement No. 2126

Page 2





|                          |  |                                                                                                                    |  |                                  |       | 
|------------------------- |  | ------------------------------------------------------------------------------------------------------------------ |  | -------------------------------- | ----- | 
|Configuration Item Number |  | Title                                                                                                              |  | 2010DollarsFollow OnPricePer
A/C |      
|0110-000035               |  | MAJOR MODEL 767 AIRPLANE                                                                                           |  |                                  | [***] | 
|0110-000037               |  | MINOR MODEL 767-300 PASSENGER AIRPLANE                                                                             |  |                                  | [***] | 
|0110-000092               |  | MODEL 767-300ER PASSENGER AIRPLANE                                                                                 |  |                                  | [***] | 
|0110A276A30               |  | NEW LOOK INTERIOR - 767-300ER                                                                                      |  |                                  | [***] | 
|0130B657J85               |  | MP - INTERIOR ARRANGEMENT - REVISION                                                                               |  |                                  | [***] | 
|0130B657L12               |  | MP - BUSINESS CLASS PASSENGER SEATS - REVISION - PASSENGER CABIN                                                   |  |                                  | [***] | 
|0130B657L60               |  | MP - INTERIOR ARRANGEMENT - REVISION                                                                               |  |                                  | [***] | 
|0130B657L79               |  | MP - RELOCATION OF MONUMENT MOUNTED LCD MONITORS, LITERATURE POCKETS AND BASSINET FITTINGS - PASSENGER CABIN - SPE |  |                                  | [***] | 
|0220B604D37               |  | TYPE CERTIFICATON & EXPORT CERTIFICATE OF AIRWORTHINESS FOR AIRPLANE DELIVERY - REQUIREMENT - LAN 767-300ER        |  |                                  | [***] | 
|0221-000002               |  | DISPATCH WITH GEAR EXTENDED FOR REVENUE FLIGHT                                                                     |  |                                  | [***] | 
|0221A251A19               |  | ENGINE INOPERATIVE TEN-MINUTE TAKEOFF THRUST OPERATION - CF6-80C2B6F THRUST RATING                                 |  |                                  | [***] | 
|0221B401A43               |  | TAKEOFF AND LANDING WITH TAILWIND UP TO 15-KNOTS                                                                   |  |                                  | [***] | 
|0224-000024               |  | EXTENDED RANGE TWIN ENGINE OPERATIONS (ETOPS)                                                                      |  |                                  | [***] | 
|0228-000001               |  | FLIGHT MANUALS IN FAA FORMAT                                                                                       |  |                                  | [***] | 
|0228-000032               |  | OPERATIONS MANUAL IN FAA FORMAT                                                                                    |  |                                  | [***] | 
|0229A141A41               |  | PERFORMANCE - CERTIFICATION FOR OPERATION AT AIRPORT ALTITUDES OF 9500 FEET AND BELOW                              |  |                                  | [***] | 
|0252-000014               |  | ENVIRONMENTAL CONTROL SYSTEM - TEMPERATURE INDICATIONS IN DEGREES CELSIUS                                          |  |                                  | [***] | 
|0252-000017               |  | INSTRUMENTATION WITH METRIC UNITS - MODEL 767                                                                      |  |                                  | [***] | 
|0254-000003               |  | USPHS CERTIFICATE OF SANITARY CONSTRUCTION                                                                         |  |                                  | [***] | 
|0315C417A53               |  | CERTIFIED OPERATIONAL AND STRUCTURAL DESIGN WEIGHTS 767-300ER                                                      |  |                                  | [***] | 
|0351B523A03               |  | TEMPLATE - TAKEOFF PERFORMANCE IMPROVEMENT - ALTERNATE FORWARD CENTER OF GRAVITY LIMITS                            |  |                                  | [***] | 
|0351C417B92               |  | MP - CENTER-OF-GRAVITY LIMITS - REPLACE - TEMPLATE OPTION                                                          |  |                                  | [***] | 
|0360C417A60               |  | MISCELLANEOUS WEIGHT COLLECTOR                                                                                     |  |                                  | [***] | 
|1110B657G71               |  | EXTERIOR COLOR SCHEME AND MARKINGS                                                                                 |  |                                  | [***] | 
|1110B657M33               |  | MP - BFE - PREMASK - VERTICAL STABILIZER - EXTERIOR COLOR SCHEMES AND MARKINGS                                     |  |                                  | [***] | 
|1120-000019               |  | MAINTENANCE MARKINGS - ACCESS PANELS - ENGINE STRUT AND COWLS                                                      |  |                                  | [***] | 
|1130A931A06               |  | IATA STANDARD MARKINGS - LOWER LOBE CARGO COMPARTMENT                                                              |  |                                  | [***] | 



|              |  |                      |  |              
|------------- |  | -------------------- |  | -------------
|P.A. No. 2126 |  | Exhibit A-12, Page 2 |  | SA-30        
|PA Exhibit A  |  |                      |  | Rev: 12/11/03

[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

Exhibit A-12

Purchase Agreement No. 2126

Page 3







|                          |  |                                                                                                                  |  |                                  |       | 
|------------------------- |  | ---------------------------------------------------------------------------------------------------------------- |  | -------------------------------- | ----- | 
|Configuration Item Number |  | Title                                                                                                            |  | 2010DollarsFollow OnPricePer A/C |      
|1130B657G72               |  | INTERIOR PASSENGER COMPARTMENT PLACARDS AND MARKINGS                                                             |  |                                  | [***] | 
|1130B657J09               |  | SEAT ROW MARKERS - PASSENGER CABIN                                                                               |  |                                  | [***] | 
|1130B657L11               |  | MP - ECONOMY CLASS SEAT ROW MARKERS REVISION - INTERIOR PLACARDS                                                 |  |                                  | [***] | 
|1130B657P19               |  | MP - INTERIOR PLACARDS - REVISION - PASSENGER CABIN                                                              |  |                                  | [***] | 
|1130B657P39               |  | INTERIOR PLACARDS - REVISION - ADDITIONAL SEAT ROW MARKERS - CENTER OVERHEAD BINS INTERIOR                       |  |                                  | [***] | 
|2145-000004               |  | BULK CARGO AREA HEATING AND VENTILATING FOR ANIMAL CARRIAGE                                                      |  |                                  | [***] | 
|2158A071A11               |  | IN-FLIGHT ENTERTAINMENT EQUIPMENT COOLING SYSTEM, FWD OF DOOR 2 - 200 CFM INSTALLATION                           |  |                                  | [***] | 
|2210-000003               |  | AUTOFLIGHT - INHIBIT GLIDE SLOPE CAPTURE PRIOR TO LOCALIZER CAPTURE                                              |  |                                  | [***] | 
|2210-000030               |  | AUTOFLIGHT - THREE DIGIT MACH NUMBER ON MODE CONTROL PANEL                                                       |  |                                  | [***] | 
|2210-000031               |  | AUTOFLIGHT - AUTOMATIC AUTOPILOT CHANNEL SELECTION IN APPROACH MODE                                              |  |                                  | [***] | 
|2210-000037               |  | AUTOFLIGHT - BANK ANGLE HOLD AT AUTOPILOT COMMAND ENGAGE                                                         |  |                                  | [***] | 
|2210-000039               |  | AUTOFLIGHT - FULL TIME FLIGHT DIRECTOR                                                                           |  |                                  | [***] | 
|2210-000311               |  | AUTOFLIGHT - FLIGHT CONTROL COMPUTER (FCC) WITHOUT ONBOARD SOFTWARE LOADING CAPABILITY                           |  |                                  | [***] | 
|2210A064A02               |  | AUTOFLIGHT - ALTITUDE ALERT - 300/900 FEET                                                                       |  |                                  | [***] | 
|2210B403A08               |  | MODE CONTROL PANEL WITHOUT BACKCOURSE SWITCH                                                                     |  |                                  | [***] | 
|2230-000127               |  | AUTOTHROTTLE - SELECTION OF CLIMB DERATES                                                                        |  |                                  | [***] | 
|2230-000133               |  | AUTOTHROTTLE - FIXED PERCENTAGE DERATE LEVELS OF 10% AND 20%                                                     |  |                                  | [***] | 
|2230-000135               |  | AUTOTHROTTLE - CLIMB DERATE WASHOUT SCHEDULE - 10,000 TO 12,000 FEET                                             |  |                                  | [***] | 
|2311-000124               |  | HF COMMUNICATIONS - DUAL GABLES HF CONTROL PANELS WITH SENSITIVITY AND DATALINK CONTROL - P/N G7401-16 - BFE/SPE |  |                                  | [***] | 
|2311-000137               |  | HF COMMUNICATIONS - PARTIAL PROVISIONS FOR DUAL ARINC 753 HF DATALINK                                            |  |                                  | [***] | 
|2311B401A29               |  | DUAL HF DATA RADIO - ARINC 753 - ACTIVATION - AIRLINE DATA LINK COMMUNICATIONS ONLY                              |  |                                  | [***] | 



|              |  |                      |  |              
|------------- |  | -------------------- |  | -------------
|P.A. No. 2126 |  | Exhibit A-12, Page 3 |  | SA-30        
|PA Exhibit A  |  |                      |  | Rev: 12/11/03

[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

Exhibit A-12

Purchase Agreement No. 2126

Page 4



|                          |  |                                                                                                                                                                                                              |  |                                  |             | 
|------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------------------------- | ----------- | 
|Configuration Item Number |  | Title                                                                                                                                                                                                        |  | 2010DollarsFollow OnPricePer A/C |            
|2311B401A39               |  | HF COMMUNICATIONS - EQUIPMENT INSTALLATION OF DUAL ROCKWELL HF VOICE/DATA TRANSCEIVERS - P/N 822-0990-004 AND DIGITAL HF COUPLERS - P/N 822-0987-004 BFE/SPE                                                 |  |                                  | [***]       | 
|2312-000703               |  | VHF COMMUNICATIONS - ACTIVATION OF 8.33 KHZ CHANNEL SPACING                                                                                                                                                  |  |                                  | [***]       | 
|2312B401A16               |  | VHF COMMUNICATIONS - EQUIPMENT INSTALLATION OF TRIPLE ROCKWELL ARINC 750 VHF-920 FM IMMUNE TRANSCEIVERS WITH 8.33 KHZ CHANNEL SPACING, VDL MODE 2, AND CMC INTERFACE CAPABILITY - P/N
822-1250-002 - BFE/SPE |  |                                  | [***]       | 
|2312B800D19               |  | VHF COMMUNICATIONS - TRIPLE GABLES VHF TUNING PANELS (DUAL KNOB) - P/N G7400-227 - BFE/SPE                                                                                                                   |  |                                  | [***]       | 
|2321B401A04               |  | SELCAL - AVTECH FIVE CHANNEL DECODER - P/N NA138-714C - BFE/SPE                                                                                                                                              |  |                                  | [***]       | 
|2322B401A31               |  | CMU - INSTALLATION OF ROCKWELL COLLINS ARINC 758 LEVEL AOA CMU - P/N 822-1239-151 - BFE / SPE                                                                                                                |  |                                  | [***]       | 
|2322B800A68               |  | AIRCRAFT COMMUNICATIONS ADDRESSING AND REPORTING SYSTEM (ACARS) - LARGE FORMAT MULTIPURPOSE INTERACTIVE DISPLAY UNIT (MIDU) - ROCKWELL - P/N 822-1626-105 - BFE/SPE                                          |  |                                  | [***]       | 
|2322C939A05               |  | CMU - INSTALLATION OF PARTIAL PROVISIONS FOR SINGLE CMU IN ACCORDANCE WITH ARINC 758                                                                                                                         |  |                                  | 2322C939A05 | 
|2324B800D31               |  | MP - EMERGENCY LOCATOR TRANSMITTER (ELT) - ELTA 3-FREQUENCY AUTOMATIC - FIXED - P/N 95N6088 - SPE                                                                                                            |  |                                  | [***]       | 
|2324C485B12               |  | MP - EMERGENCY LOCATOR TRANSMITTER (ELT) - INSTALLATION - ELTA 3 - FREQUENCY AUTOMATIC - FIXED - P/N 01N65900 - SPE                                                                                          |  |                                  | [***]       | 
|2331B702M61               |  | PASSENGER ADDRESS (PA) SYSTEM - TWO CLASS - ROCKWELL COLLINS                                                                                                                                                 |  |                                  | [***]       | 
|2332A324A38               |  | IN-FLIGHT ENTERTAINMENT SYSTEM POWER CONTROL SWITCH - HEAD END                                                                                                                                               |  |                                  | [***]       | 
|2332A324A39               |  | IN-FLIGHT ENTERTAINMENT SYSTEM POWER CONTROL SWITCH - SEAT AND AREA DISTRIBUTION                                                                                                                             |  |                                  | [***]       | 
|2332A324A40               |  | IN-FLIGHT ENTERTAINMENT SYSTEM POWER CONTROL SWITCH - MASTER                                                                                                                                                 |  |                                  | [***]       | 
|2332B702M66               |  | IN-FLIGHT ENTERTAINMENT - PARTIAL PROVISIONS - THALES - 767                                                                                                                                                  |  |                                  | [***]       | 



|              |  |                      |  |              
|------------- |  | -------------------- |  | -------------
|P.A. No. 2126 |  | Exhibit A-12, Page 4 |  | SA-30        
|PA Exhibit A  |  |                      |  | Rev: 12/11/03

[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

Exhibit A-12

Purchase Agreement No. 2126

Page 5





|                          |  |                                                                                                                                                                      |  |                                  |       | 
|------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------- | ----- | 
|Configuration Item Number |  | Title                                                                                                                                                                |  | 2010DollarsFollow OnPricePer A/C |      
|2332B702N44               |  | IN-FLIGHT ENTERTAINMENT SYSTEM - THALES - WITH OVERHEAD VIDEO - FULL CABIN PC POWER - FUL CABIN AVOD - PAX - CSE                                                     |  |                                  | [***] | 
|2332B702N67               |  | MP - PASSENGER ENTERTAINMENT SYSTEM - PARTIAL PROVISIONS - PARTITION RELOCATION - MOBILE FRONTIER                                                                    |  |                                  | [***] | 
|2332B702P67               |  | MP - PASSENGER ENTERTAINMENT SYSTEM - VIDEO - REVISION - THALES - CSE                                                                                                |  |                                  | [***] | 
|2332C417B98               |  | MP - PASSENGER ENTERTAINMENT SYSTEM - REPLACEMENT - THALES 15 MONITOR IN LIEU OF JAMCO 15 MONITOR - THALES - SPE                                                   |  |                                  | [***] | 
|2332C522A02               |  | MP - PASSENGER ENTERTAINMENT SYSTEM - REVISION - TPCU HANDSET - THALES - SPE                                                                                         |  |                                  | [***] | 
|2332C817F17               |  | MP - PASSENGER ENTERTAINMENT SYSTEM - VIDEO - REVISION - SOFTWARE PART NUMBERS - THALES - SPE                                                                        |  |                                  | [***] | 
|2340B800D47               |  | CREW COMMUNICATIONS - PILOTS CALL PANEL - FLIGHT DECK                                                                                                               |  |                                  | [***] | 
|2342-000016               |  | CABIN INTERPHONE SYSTEM - CABIN INTERPHONE HANDSET - FLIGHT COMPARTMENT                                                                                              |  |                                  | [***] | 
|2350B800C71               |  | AUDIO INTEGRATING - AUDIO SELECTOR PANELS - FLIGHT DECK                                                                                                              |  |                                  | [***] | 
|2350C164D44               |  | MP - AUDIO SELECTOR PANEL (ASP) & PILOTS CALL PLANEL - REPLACEMENT - SFE ASP WITH INTEGRATED SELCAL AND CREW CALL FUNCTIONS - 3 VHF/2 HF/2 SATCOM (P/N
285T0022-51) |  |                                  | [***] | 
|2351-000033               |  | HAND HELD MICROPHONE - CAPTAIN AND FIRST OFFICER - ELECTROVOICE - P/N 903-1342 - BFE/SPE                                                                             |  |                                  | [***] | 
|2351-000035               |  | HAND HELD MICROPHONE - FIRST OBSERVER - ELECTROVOICE - P/N 903-1342 - BFE/SPE                                                                                        |  |                                  | [***] | 
|2351-000042               |  | CONTROL WHEEL PUSH TO TALK (PTT) SWITCH - STANDARD THREE POSITION                                                                                                    |  |                                  | [***] | 
|2351A213A33               |  | AUDIO INTEGRATION - INSTALLATION - TWO-PLUG AUDIO JACKS IN THE FLIGHT DECK                                                                                           |  |                                  | [***] | 
|2351A213B77               |  | BOOM MICROPHONE HEADSETS - CAPTAIN AND FIRST OFFICER - TELEX AIRMAN 750 - P/N 64300-200 - BFE/SPE                                                                    |  |                                  | [***] | 
|2351A213B80               |  | HEADPHONE - FIRST OBSERVER - TELEX - P/N 64400-200 - BFE/SPE                                                                                                         |  |                                  | [***] | 
|2351A213B81               |  | HEADPHONE - SECOND OBSERVER - TELEX - P/N 64400-200 - BFE/SPE                                                                                                        |  |                                  | [***] | 
|2371-000009               |  | NO MONITOR JACK IN THE WHEEL WELL                                                                                                                                    |  |                                  | [***] | 



|              |  |                      |  |              
|------------- |  | -------------------- |  | -------------
|P.A. No. 2126 |  | Exhibit A-12, Page 5 |  | SA-30        
|PA Exhibit A  |  |                      |  | Rev: 12/11/03

[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

Exhibit A-12

Purchase Agreement No. 2126

Page 6





|                          |  |                                                                                                                                                                    |  |                                  |       | 
|------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------------------------- | ----- | 
|Configuration Item Number |  | Title                                                                                                                                                              |  | 2010DollarsFollow OnPricePer
A/C |      
|2371-000017               |  | SOLID STATE VOICE RECORDER ED56A AND SOLID STATE MICROPHONE/MONITOR ED56A - ALLIEDSIGNAL - 2 HOUR RECORDING TIME - P/N 980-6022-001 AND P/N 980-6116-002 - BFE/SPE |  |                                  | [***] | 
|2432-000002               |  | AUXILIARY POWER UNIT (APU) - ADDITIONAL STARTING CAPABILITY                                                                                                        |  |                                  | [***] | 
|2433-000021               |  | STANDBY POWER - EXTENDED TIME CAPABILITY - BATTERY PARALELLING                                                                                                     |  |                                  | [***] | 
|2451-000002               |  | 90 KVA GALLEY POWER SUPPLY                                                                                                                                         |  |                                  | [***] | 
|2501A611A19               |  | FORWARD MONUMENT COMPLEX 4                                                                                                                                         |  |                                  | [***] | 
|2504A611A14               |  | AFT MONUMENT COMPLEX 3                                                                                                                                             |  |                                  | [***] | 
|2511-000022               |  | MANUALLY OPERATED SEATS - CAPTAIN AND FIRST OFFICER                                                                                                                |  |                                  | [***] | 
|2511-000026               |  | FIRST OBSERVERS SEAT - WALL MOUNTED                                                                                                                               |  |                                  | [***] | 
|2511B806J86               |  | MP - SECOND OBSERVER STSATION WITH ARMRESTS - ADDITION                                                                                                             |  |                                  | [***] | 
|2513-000405               |  | SUNVISOR INSTALLATION - NUMBER 1 AND 2 WINDOWS - FLIGHT DECK - SFE                                                                                                 |  |                                  | [***] | 
|2520B657G80               |  | INTERIOR COLOR AND MATERIAL - STANDARD OFFERING                                                                                                                    |  |                                  | [***] | 
|2520B657J42               |  | UNIQUE DECORATIVE TEDLAR LAMINATE (DTL) - MONUMENTS - INTERIOR COLOR AND MATERIAL - SFE                                                                            |  |                                  | [***] | 
|2520B657K41               |  | MP - BFE RAW CARPET, CURTAIN AND FLOOR MAT MATERIAL                                                                                                                |  |                                  | [***] | 
|2520B657M19               |  | MP - INTERIOR DECOR - REVISION - PASSENGER CABIN                                                                                                                   |  |                                  | [***] | 
|2520B657M35               |  | MP - DECORATIVE TEDLAR LAMINATE (DTL) - REVISION - MONUMENT MOUNTED - INTERIOR COLOR AND MATERIAL - SFE                                                            |  |                                  | [***] | 
|2520B657M56               |  | MP - DECORATIVE TEDLAR LAMINATE (DTL) - REVISION - MONUMENT MOUNTED - INTERIOR COLOR AND MATERIAL - SFE                                                            |  |                                  | [***] | 
|2523B657J10               |  | ADDITIONAL PASSENGER SERVICE UNITS -                                                                                                                               |  |                                  | [***] | 
|2523B657J31               |  | PASSENGER SERVICE UNITS                                                                                                                                            |  |                                  | [***] | 
|2524B657G86               |  | SPE - FULL HEIGHT CENTERLINE CLOSET - STA 353 - STA 379                                                                                                            |  |                                  | [***] | 
|2524B657G99               |  | CURTAIN AND TRACK INSTALLATION - DOOR 1 LEFT AFT                                                                                                                   |  |                                  | [***] | 
|2524B657H01               |  | CURTAIN AND TRACK INSTALLATION - DOOR 1 RIGHT AFT                                                                                                                  |  |                                  | [***] | 
|2524B657H04               |  | CURTAIN AND TRACK INSTALLATION - DOOR 4                                                                                                                            |  |                                  | [***] | 
|2524B657H95               |  | UNDERBIN CENTERLIN CLASS DIVIDER - SPE                                                                                                                             |  |                                  | [***] | 
|2524B657H96               |  | LH UNDERBIN OUTBOARD CLASS DIVIDER - SPE                                                                                                                           |  |                                  | [***] | 
|2524B657H97               |  | RH UNDERBIN OUTBOARD CLASS DIVIDER - SPE                                                                                                                           |  |                                  | [***] | 
|2524B657J00               |  | CURTAIN AND TRACK INSTALLATION                                                                                                                                     |  |                                  | [***] | 



|              |  |                      |  |              
|------------- |  | -------------------- |  | -------------
|P.A. No. 2126 |  | Exhibit A-12, Page 6 |  | SA-30        
|PA Exhibit A  |  |                      |  | Rev: 12/11/03

[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

Exhibit A-12

Purchase Agreement No. 2126

Page 7







|                          |  |                                                                                                                                                              |  |                                  |       | 
|------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | -------------------------------- | ----- | 
|Configuration Item Number |  | Title                                                                                                                                                        |  | 2010DollarsFollow OnPricePer
A/C |      
|2524B657J01               |  | CURTAIN AND TRACK INSTALLATION - BETWEEN BUSINESS CLASS AND ECONOMY CLASS                                                                                    |  |                                  | [***] | 
|2524B657J13               |  | LH UNDERBIN OUTBOARD CLASS DIVIDER - SPE                                                                                                                     |  |                                  | [***] | 
|2524B657J15               |  | RH UNDERBIN OUTBOARD CLASS DIVIDER - SPE                                                                                                                     |  |                                  | [***] | 
|2524B657J40               |  | SPE - CLOSET WITH INTEGRAL STOWAGE UNIT AND WALL MOUNTED ATTENDANT SEAT PROVISIONS - LH UNDERBIN - ECONOMY CLASS - FORWARD DOOR 4                            |  |                                  | [***] | 
|2524B657J41               |  | SPE - CLOSET WITH INTEGRAL STOWAGE UNIT AND WALL MOUNTED ATTENDANT SEAT PROVISIONS - RH UNDERBIN - ECONOMY CLASS - FORWARD DOOR 4                            |  |                                  | [***] | 
|2524B657K50               |  | MP - CLOSETS, PARTITION & CLASS DIVIDERS - REVISION - FULL HEIGHT CENTERLINE STA 344 - STA 366 - SPE                                                         |  |                                  | [***] | 
|2524B657P10               |  | MP - CURTAINS - REVISION - CURTAIN AND CURTAIN TRACK - PASSENGER CABIN                                                                                       |  |                                  | [***] | 
|2524B657P16               |  | MP - CLASS DIVIDERS - REPLACEMENT - BUSINESS CLASS - SPE                                                                                                     |  |                                  | [***] | 
|2524C417C49               |  | MP - CURTAINS - REVISION - CURTAIN AND CURTAIN TRACK - PASSENGER CABIN                                                                                       |  |                                  | [***] | 
|2524C707A33               |  | MP - CLOSETS, PARTITION & CLASS DIVIDERS - REVISION - FULL HEIGHT SEAT TRACK MOUNTED CLOSETS - STA 1465.95 - STA 1478.95 AND STA 1467.95 - STA 1478.95 - SPE |  |                                  | [***] | 
|2524C826C28               |  | MP - CURTAINS - REVISION - BFE CURTAIN MATERIAL                                                                                                              |  |                                  | [***] | 
|2524C826R50               |  | MP - CLOSETS, PARTITIONS AND CLASS DIVIDERS - REVISION - CURTAIN MATERIAL - NEO-TEX - BFE                                                                    |  |                                  | [***] | 
|2525B657H05               |  | BUSINESS CLASS SEATS                                                                                                                                         |  |                                  | [***] | 
|2525B657H07               |  | ECONOMY CLASS SEATS                                                                                                                                          |  |                                  | [***] | 
|2525B657J37               |  | ATTENDANT SEATS FOR 767-300                                                                                                                                  |  |                                  | [***] | 
|2525B657L13               |  | MP - ECONOMY CLASS PASSENGER SEATS - REVISION                                                                                                                |  |                                  | [***] | 
|2525B657N74               |  | MP - BUSINESS CALSS SEATS - REVISION - REVIEW AND APPROVE SUPPLIER DATA - SPE                                                                                |  |                                  | [***] | 
|2525C485B41               |  | MP - PASSENGER SEATS - REVISION - BUSINESS CLASS SEAT PART NUMBER REVISION - PASSENGER COMPARTMENT - SPE                                                     |  |                                  | [***] | 
|2526B657H11               |  | SPE - IF-1C VIDEO CONTROL CENTER - FORWARD COMPARTMENT OF THE F2 GALLEY                                                                                      |  |                                  | [***] | 
|2527B657H12               |  | ENTRYWAY FLOOR COVERING                                                                                                                                      |  |                                  | [***] | 
|2527B657H98               |  | FLOOR COVERING - SPE                                                                                                                                         |  |                                  | [***] | 
|2527B657K59               |  | MP - SEAT TRACK COVES AND RACEWAYS - REVISION - BFE IN LIEU OF SFE - ECONOMY CLASS                                                                           |  |                                  | [***] | 
|2527B657L92               |  | MP - FLOOR COVERING - REVISION - FLOOR MAT MATERIAL - SCHNELLER - BFE                                                                                        |  |                                  | [***] | 



|              |  |                      |  |              
|------------- |  | -------------------- |  | -------------
|P.A. No. 2126 |  | Exhibit A-12, Page 7 |  | SA-30        
|PA Exhibit A  |  |                      |  | Rev: 12/11/03

[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

Exhibit A-12

Purchase Agreement No. 2126

Page 8







|                          |  |                                                                                                                                                                            |  |                                  |       | 
|------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------- | ----- | 
|Configuration Item Number |  | Title                                                                                                                                                                      |  | 2010DollarsFollow OnPricePer
A/C |      
|2527B657N98               |  | MP - FLOOR COVERING - REVISION - BUSINESS CLASS CARPET AND FLOOR MOUNTED EMERGENCY ESCAPE PATH LIGHTING SYSTEM                                                             |  |                                  | [***] | 
|2527C006A05               |  | FLOOR COVERING - CARPET, SERGED EDGES                                                                                                                                      |  |                                  | [***] | 
|2528B657H13               |  | OVERHEAD STOWAGE BINS                                                                                                                                                      |  |                                  | [***] | 
|2528B657H21               |  | LITERATURE POCKETS                                                                                                                                                         |  |                                  | [***] | 
|2528B657J03               |  | CENTERLINE FLOOR MOUNTED STOWAGE UNIT - SPE                                                                                                                                |  |                                  | [***] | 
|2528B657J23               |  | MAGAZINE STOWAGE - MONUMENT MOUNTED                                                                                                                                        |  |                                  | [***] | 
|2528B657J29               |  | LH OUTBOARD FLOOR MOUNTED STOWAGE UNIT - SPE                                                                                                                               |  |                                  | [***] | 
|2528B657J30               |  | RH OUTBOARD FLOOR MOUNTED STOWAGE UNIT - SPE                                                                                                                               |  |                                  | [***] | 
|2528B657J59               |  | BIN FAIRING AND CLOSEOUT PANEL - OUTBAOARD OVERHEAD STOWAGE BINS                                                                                                           |  |                                  | [***] | 
|2528B657K02               |  | MP - STOWAGE COMPARTMENTS - REVISION - BUSTLE IN LIEU OF MAGAZINE BUSTLE - 4F-2LC AND 4F-2RC LAVATORIES                                                                    |  |                                  | [***] | 
|2529B657H43               |  | CURTAIN AND CURTAIN TRACK INSTALLATION - IN-FLIGHT CREW REST - FORWARD OF DOOR 4R                                                                                          |  |                                  | [***] | 
|2529B657N61               |  | MP - PASSENGER AND CABIN ATTENDANTS ACCOMODATIONS - INSTALLATION - CURTAINS AND CURTAIN TRACK - IN-FLIGHT CREW REST ENCLOSURE - BUSINESS CLASS - AFT RH                   |  |                                  | [***] | 
|2529B657R29               |  | MP - PASSENGER AND CABIN ATTENDANTS ACCOMODATIONS - REVISION - LONGITUDINAL CURTAIN TRACK TO BIN SUPPORT FITTINGS - IN-FLIGHT CREW REST ENCLOSURE- BUSINESS CLASS - RH
AFT |  |                                  | [***] | 
|2529C417A72               |  | ATTENDANT WORKSTATION                                                                                                                                                      |  |                                  | [***] | 
|2530B657H31               |  | F1 GALLEY                                                                                                                                                                  |  |                                  | [***] | 
|2530B657H33               |  | F2 GALLEY                                                                                                                                                                  |  |                                  | [***] | 
|2530B657H35               |  | F3 GALLEY                                                                                                                                                                  |  |                                  | [***] | 
|2530B657H37               |  | A1 GALLEY                                                                                                                                                                  |  |                                  | [***] | 
|2530B657H39               |  | A2 GALLEY                                                                                                                                                                  |  |                                  | [***] | 
|2530B657H40               |  | A3 GALLEY                                                                                                                                                                  |  |                                  | [***] | 
|2530B657H41               |  | GALLEY PART NUMBERS - BFE/SPE                                                                                                                                              |  |                                  | [***] | 
|2530B657H42               |  | GALLEY INSERT PART NUMBERS - BFE/SPE                                                                                                                                       |  |                                  | [***] | 
|2530B657J92               |  | MP - BUFFETS/GALLEYS - REPLACEMENT - F3 GALLEY WITH INTEGRAL CHILLER IN LIEU OF F3 GALLEY WITHOUT INTEGRAL CHILLER - SPE                                                   |  |                                  | [***] | 
|2530B657N79               |  | MP - BUFFET/GALLEY - REVISION - F3 GALLEY - SPE                                                                                                                            |  |                                  | [***] | 



|              |  |                      |  |              
|------------- |  | -------------------- |  | -------------
|P.A. No. 2126 |  | Exhibit A-12, Page 8 |  | SA-30        
|PA Exhibit A  |  |                      |  | Rev: 12/11/03

[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

Exhibit A-12

Purchase Agreement No. 2126

Page 9





|                          |  |                                                                                                                      |  |                                 |       | 
|------------------------- |  | -------------------------------------------------------------------------------------------------------------------- |  | ------------------------------- | ----- | 
|Configuration Item Number |  | Title                                                                                                                |  | 2010DollarsFollow OnPricePer AC |      
|2530B657N82               |  | MP - BUFFET/GALLEY - REVISION - ALTERNATE GALLEY CART PART NUMBER - F2 GALLEY - SPE                                  |  |                                 | [***] | 
|2530C485B69               |  | MP - GALLEY - REVISION - OVEN PART NUMBER - SPE                                                                      |  |                                 | [***] | 
|2530C635A24               |  | MP - GALLEY - REVISION - CHILLER - BE AEROSPACE - SPE                                                                |  |                                 | [***] | 
|2530C826R54               |  | MP - GALLEY - REVISION - WATER BOILER - B.E. AEROSPACE - SPE                                                         |  |                                 | [***] | 
|2531B657H99               |  | PARTIAL PROVISIONS FOR NON-STANDARD A4 GALLEY - SPE                                                                  |  |                                 | [***] | 
|2533A798A01               |  | CHILLERS (6800 BTUH) - THREE - GALLEY - FORWARD AND AFT - BFE/SPE - P/N 267-100                                      |  |                                 | [***] | 
|2540B657H46               |  | 1F-1L LAVATORY                                                                                                       |  |                                 | [***] | 
|2540B657H54               |  | 4F-2LC LAVATORY                                                                                                      |  |                                 | [***] | 
|2540B657H56               |  | 4F-2RC LAVATORY                                                                                                      |  |                                 | [***] | 
|2540B657H60               |  | 1A-1L LAVATORY                                                                                                       |  |                                 | [***] | 
|2540B657J34               |  | 2F-9L LAVATORY                                                                                                       |  |                                 | [***] | 
|2540B657J36               |  | 2F-9R LAVATORY                                                                                                       |  |                                 | [***] | 
|2540B657K45               |  | MP - LAVATORIES - REVISION - ADDITONAL MIRROR IN 2F-9L AND 2F-9R LAVATORIES                                          |  |                                 | [***] | 
|2540B657L09               |  | MP - LAVATORY REVISION - BABY CARE TABLE                                                                             |  |                                 | [***] | 
|2540B657P32               |  | MP - LAVATORY EQUIPMENT - REVISION - 1A-1L LAVATORY MIRROR                                                           |  |                                 | [***] | 
|2550-000040               |  | NO PROVISIONS FOR LOADING LONG LIGHTWEIGHT ITEMS - FORWARD CARGO COMPARTMENT                                         |  |                                 | [***] | 
|2552-000135               |  | CARGO COMPARTMENTS - PARTIAL FLOOR                                                                                   |  |                                 | [***] | 
|2552-000223               |  | FABRIC STA 744 ENDWALL                                                                                               |  |                                 | [***] | 
|2552A931A07               |  | SLOPING SIDEWALL - CARGO COMPARTMENTS - .020 THICKNESS OVERALL AND .030 THICKNESS AT CARGO DOORS - BMS 8-223         |  |                                 | [***] | 
|2553-000036               |  | HARDWARE FOR STANDARD CONTAINERS IN THE AFT CARGO COMPARTMENT                                                        |  |                                 | [***] | 
|2553-000042               |  | NO SPOOL-TYPE LOADER INDEX FITTINGS - AFT CARGO COMPARTMENT                                                          |  |                                 | [***] | 
|2553-000044               |  | HARDWARE FOR CARRIAGE OF 88 X 125 AND 96 X 125 INCH PALLETS AND STANDARD CONTAINERS IN THE FORWARD CARGO COMPARTMENT |  |                                 | [***] | 
|2553-000085               |  | REMOTELY OPERATED CONTAINER ROLLOUT STOPS - AFT CARGO COMPARTMENT DOORWAY                                            |  |                                 | [***] | 
|2555-000022               |  | STANDARD BULK CARGO AREA FLOOR                                                                                       |  |                                 | [***] | 
|2555-000024               |  | BULK CARGO DOOR PROTECTOR - NET                                                                                      |  |                                 | [***] | 
|2560-000175               |  | HALON FIRE EXTINGUISHER - FLIGHT DECK - WALTER KIDDE                                                                 |  |                                 | [***] | 



|              |  |                      |  |              
|------------- |  | -------------------- |  | -------------
|P.A. No. 2126 |  | Exhibit A-12, Page 9 |  | SA-30        
|PA Exhibit A  |  |                      |  | Rev: 12/11/03

[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

Exhibit A-12

Purchase Agreement No. 2126

Page 10





|                          |  |                                                                                                            |  |                                  |       | 
|------------------------- |  | ---------------------------------------------------------------------------------------------------------- |  | -------------------------------- | ----- | 
|Configuration Item Number |  | Title                                                                                                      |  | 2010DollarsFollow OnPricePer
A/C |      
|2560-000200               |  | PROTECTIVE BREATHING EQUIPMENT - FLIGHT DECK - SCOTT AVIATION - P/N 802300-14 - BFE/SPE                    |  |                                  | [***] | 
|2560B800A79               |  | CREW LIFE VESTS - FLIGHT DECK - AIR CRUISER - P/N D21344-101 - BFE/SPE                                     |  |                                  | [***] | 
|2561A931A10               |  | FORWARD ESCAPE HATCH POSITION FOR ESCAPE STRAP                                                             |  |                                  | [***] | 
|2562B657J43               |  | OVERWATER EMERGENCY EQUIPMENT                                                                              |  |                                  | [***] | 
|2562C826P97               |  | MP - OVERWATER SURVIVAL EQUIPMENT - REVISION - PORTABLE EMERGENCY LOCATOR TRANSMITTER (ELT) - SPE          |  |                                  | [***] | 
|2562C826R66               |  | MP - OVERWATER SURVIVAL EQUIPMENT - REPLACEMENT - LIFE VEST - SPE                                          |  |                                  | [***] | 
|2564B657J49               |  | DETACHABLE EMERGENCY EQUIPMENT - PASSENGER COMPARTMENT                                                     |  |                                  | [***] | 
|2564B657K19               |  | MP - DETACHABLE EMERGENCY EQUIPMENT - REVISION - PASSENGER COMPARTMENT - SPE                               |  |                                  | [***] | 
|2564B657L23               |  | MP - DETACHABLE EMERGENCY EQUIPMENT - REVISION - PASSENGER COMPARTMENT                                     |  |                                  | [***] | 
|2564B657M21               |  | MP - DETACHABLE EMERGENCY EQUIPMENT - REVISION - PASSENGER COMPARTMENT                                     |  |                                  | [***] | 
|2564B657M45               |  | MP - DETACHABLE EMERGENCY EQUIPMENT - NON-RECHARGEABLE FLASHLIGHT IN LIEU OF RECHARGEABLE FLASHLIGHT - SPE |  |                                  | [***] | 
|2564B657N93               |  | MP - DETACHABLE EMERGENCY EQUIPMENT - REVISION - PASSENGER COMPARTMENT - SPE                               |  |                                  | [***] | 
|2564B657P30               |  | MP - DETACHABLE EMERGENCY EQUIPMENT - REVISION - PASSENGER COMPARTMENT                                     |  |                                  | [***] | 
|2564C826A13               |  | MP - DETACHABLE EMERGENCY EQUIPMENT - REVISION - PORTABLE OXYGEN BOTTLE RELOCATION - PASSENGER COMPARTMENT |  |                                  | [***] | 
|2566A649A46               |  | ESCAPE SLIDE - DUAL LANE - TYPE III EXIT WITH VISUAL GUIDANCE                                              |  |                                  | [***] | 
|2566C522A04               |  | MP - ESCAPE SLIDE - DUALLANE - TYPE 111 EXIT WITH VISUAL GUIDANCE                                          |  |                                  | [***] | 
|2610-000025               |  | KIDDE FIRE DETECTION SYSTEM - GE CF6-80C2 ENGINES AND APU                                                  |  |                                  | [***] | 
|2618-000009               |  | SINGLE LOOP DUCT LEAK DETECTION SYSTEM - 3 ZONE                                                            |  |                                  | [***] | 
|2622-000004               |  | FIRE BOTTLE COMMONALITY - CF6-80C2 ENGINES AND DUAL APU FIRE EXTINGUISHING SYSTEM                          |  |                                  | [***] | 
|2732-000002               |  | STALL WARNING COMPUTER SPEED TAPE ACTIVATION - DISPLAY MINIMUM MANEUVER SPEED ON TAKEOFF                   |  |                                  | [***] | 
|2811-000021               |  | EXTENDED RANGE (ER) FUEL TANK AND FUEL JETTISON SYSTEMS                                                    |  |                                  | [***] | 



|              |  |                       |  |              
|------------- |  | --------------------- |  | -------------
|P.A. No. 2126 |  | Exhibit A-12, Page 10 |  | SA-30        
|PA Exhibit A  |  |                       |  | Rev: 12/11/03

[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

Exhibit A-12

Purchase Agreement No. 2126

Page 11



|                          |  |                                                                                                                                                                                             |  |                                  |       | 
|------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------- | ----- | 
|Configuration Item Number |  | Title                                                                                                                                                                                       |  | 2010DollarsFollow OnPricePer
A/C |      
|2844-000005               |  | FUEL MEASURING STICKS IN KILOGRAMS WITH CONVERSION TABLES IN KILOGRAMS                                                                                                                      |  |                                  | [***] | 
|2911-000003               |  | AC MOTOR-DRIVEN HYDRAULIC PUMPS - EATON (VICKERS) S270T201-7                                                                                                                                |  |                                  | [***] | 
|2911-000038               |  | ENGINE-DRIVEN HYDRAULIC PUMPS - VICKERS INC. (60B00200-12)                                                                                                                                  |  |                                  | [***] | 
|3042-000003               |  | WINDSHIELD WIPERS - TWO SPEED - SINGLE SWITCH                                                                                                                                               |  |                                  | [***] | 
|3080-000006               |  | MANUAL ANTI-ICING SYSTEM - NO ICE DETECTION                                                                                                                                                 |  |                                  | [***] | 
|3120-000011               |  | ELECTRONIC CLOCKS - WITHOUT TENTHS OF MINUTE DISPLAY - MAIN INSTRUMENT PANEL                                                                                                                |  |                                  | [***] | 
|3131-000143               |  | ACCELEROMETER - Honeywell P/N 971-4193-001 - BFE/SPE                                                                                                                                        |  |                                  | [***] | 
|3131-000187               |  | DIGITAL FLIGHT DATA RECORDER - ALLIEDSIGNAL - 256 WORDS PER SECOND MAXIMUM DATA RATE - P/N 980-4700-042 BFE/SPE                                                                             |  |                                  | [***] | 
|3131A715A01               |  | DIGITAL FLIGHT DATA ACQUISITION UNIT (DFDAU) WITH ACMS CAPABILITY AND INTERGRATED PCMCIA MEDIA INTERFACE-TELEDYNE CONTROLS-P/N 2233000-816-1 -BFE/SPE                                       |  |                                  | [***] | 
|3132-000095               |  | AIRBORNE DATA LOADER/RECORDER - ARINC 615 - ALLIEDSIGNAL - 964-0401-006 - BFE/SPE                                                                                                           |  |                                  | [***] | 
|3132-000117               |  | DATA LOADER SELECTOR SWITCH MODULE - 20 POSITION 3 WAY - SFE                                                                                                                                |  |                                  | [***] | 
|3132A887A01               |  | DUAL ARINC 615 DATA LOADER/RECORDER INTERFACE TO THE THREE WAY, TWENTY POSITION SYSTEM SELECTOR SWITCH - PORTABLE DATA LOADER/RECORDER CONNECTOR INSTALLATION IN P61 RIGHT SIDE PANEL
- SFE |  |                                  | [***] | 
|3133-000057               |  | FULL FORMAT PRINTER - MILTOPE - ARINC 744 - P/N 706300-212 - BFE/SPE                                                                                                                        |  |                                  | [***] | 
|3133-000125               |  | ARINC 744 PRINTER PROVISIONS IN THE FLIGHT DECK AISLESTAND                                                                                                                                  |  |                                  | [***] | 
|3151-000042               |  | FIREBELL AURAL WARNING - 1 SECOND ON, 9 SECONDS OFF                                                                                                                                         |  |                                  | [***] | 
|3151-000046               |  | AUTOPILOT DISCONNECT - AURAL WARNING SIREN - AURAL WARNING AND MASTER WARNING LIGHT INHIBITED WHEN AUTOPILOT DISCONNECT SWITCH IS DOUBLE PRESSED QUICKLY                                    |  |                                  | [***] | 
|3151A065A47               |  | RESETTABLE OVERSPEED AURAL WARNING - SIREN                                                                                                                                                  |  |                                  | [***] | 
|3161-000135               |  | HYDRAULIC PRESSURE ON EICAS STATUS PAGES                                                                                                                                                    |  |                                  | [***] | 
|3161-000137               |  | APU RPM ON EICAS STATUS PAGES                                                                                                                                                               |  |                                  | [***] | 
|3161-000139               |  | APU OIL QUANTITY LEVEL ON EICAS                                                                                                                                                             |  |                                  | [***] | 



|              |  |                       |  |              
|------------- |  | --------------------- |  | -------------
|P.A. No. 2126 |  | Exhibit A-12, Page 11 |  | SA-30        
|PA Exhibit A  |  |                       |  | Rev: 12/11/03

[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

Exhibit A-12

Purchase Agreement No. 2126

Page 12





|                          |  |                                                                                                                                 |  |                                  |       | 
|------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------- | ----- | 
|Configuration Item Number |  | Title                                                                                                                           |  | 2010DollarsFollow OnPricePer A/C |      
|3161-000141               |  | ADDITIONAL ENVIRONMENTAL CONTROL SYSTEM (ECS) PARAMETERS - DISPLAY ON EICAS MAINTENANCE PAGE                                    |  |                                  | [***] | 
|3161-000144               |  | GENERATOR OFF AND ENGINE OIL PRESSURE - EICAS ADVISORY LEVEL MESSAGES                                                           |  |                                  | [***] | 
|3161-000147               |  | ECS PRECOOLER OUTLET TEMPERATURE - (PW AND GE ENGINES) - DISPLAY ON EICAS                                                       |  |                                  | [***] | 
|3161-000152               |  | BULK CARGO COMPARTMENT TEMPERATURE - DISPLAY ON EICAS                                                                           |  |                                  | [***] | 
|3161-000154               |  | RAM AIR OUTLET DOOR POSITION - DISPLAY ON EICAS                                                                                 |  |                                  | [***] | 
|3161-000189               |  | ENGINE FUEL FLOW - FULL TIME DISPLAY - LOWER EICAS DISPLAY                                                                      |  |                                  | [***] | 
|3162-000016               |  | FLIGHT MODE ANNUNCIATION AT TOP OF ADI                                                                                          |  |                                  | [***] | 
|3162-000021               |  | AIRSPEED TAPE - ROLLING DIGITS AND TREND VECTOR - ADI                                                                           |  |                                  | [***] | 
|3162-000022               |  | FLIGHT DIRECTOR COMMAND DISPLAY - SPLIT AXIS - ADI                                                                              |  |                                  | [***] | 
|3162-000026               |  | DISPLAY OF ROUND DIAL AND DIGITAL RADIO ALTITUDE - ADI                                                                          |  |                                  | [***] | 
|3162-000030               |  | RISING RUNWAY - DISPLAYED ON THE ADI                                                                                            |  |                                  | [***] | 
|3162-000034               |  | RADIO ALTITUDE HEIGHT ALERT DISPLAY - 2500 FEET - ADI                                                                           |  |                                  | [***] | 
|3162-000054               |  | ILS DEVIATION WARNING - ADI                                                                                                     |  |                                  | [***] | 
|3162-000059               |  | MAP MODE ORIENTATION - TRACK UP - NAVIGATION DISPLAY                                                                            |  |                                  | [***] | 
|3162-000066               |  | TRUE AIRSPEED AND GROUND SPEED - NAVIGATION DISPLAY                                                                             |  |                                  | [***] | 
|3162-000070               |  | WIND BEARING DIGITAL DISPLAY - NAVIGATION DISPLAY                                                                               |  |                                  | [***] | 
|3162-000081               |  | ADF POINTER(S) - NAVIGATION DISPLAY                                                                                             |  |                                  | [***] | 
|3221-000011               |  | TORQUE ARM QUICK DISCONNECT - NOSE LANDING GEAR                                                                                 |  |                                  | [***] | 
|3242A114B69               |  | ANTISKID/AUTOBRAKE CONTROL UNIT (AACU) P/N 42-767-2 (S283T001-27) - INSTALLATION                                                |  |                                  | [***] | 
|3245-000230               |  | WHEELS AND TIRES - NOSE LANDING GEAR - WHEELS - ALLIEDSIGNAL - INSTALLATION WITH SFE 24 PR, 235 MPH TIRES                       |  |                                  | [***] | 
|3245A298A12               |  | BRAKES - CARBON - MESSIER-BUGATTI                                                                                               |  |                                  | [***] | 
|3245A438A27               |  | OPERATIONAL TIRE SPEED LIMITS - 235MPH                                                                                          |  |                                  | [***] | 
|3245A438A28               |  | WHEELS AND TIRES - MAIN LANDING GEAR - HIGH GROSS WEIGHT WHEELS - MESSIER-BUGATTI - INSTALLATION WITH SFE 32 PR, 235 MPH TIRES. |  |                                  | [***] | 
|3246-000005               |  | BRAKE TEMPERATURE MONITORING SYSTEM                                                                                             |  |                                  | [***] | 
|3320B657N77               |  | MP - PASSENGER COMPARTMENT - REVISION - OUTBOARD OVERHEAD CLOSEOUT PANEL AREA LIGHT - LH/RH STA 792 - STA 813-95                |  |                                  | [***] | 



|              |  |                       |  |              
|------------- |  | --------------------- |  | -------------
|P.A. No. 2126 |  | Exhibit A-12, Page 12 |  | SA-30        
|PA Exhibit A  |  |                       |  | Rev: 12/11/03

[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

Exhibit A-12

Purchase Agreement No. 2126

Page 13



|                          |  |                                                                                                                                                       |  |                                  |       | 
|------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------- | ----- | 
|Configuration Item Number |  | Title                                                                                                                                                 |  | 2010DollarsFollow OnPricePer A/C |      
|3324-000117               |  | NO-SMOKING LIGHT ON - HARD WIRE                                                                                                                       |  |                                  | [***] | 
|3324B657H92               |  | OVER AISLE EXIT SIGNS - PASSENGER CABIN                                                                                                               |  |                                  | [***] | 
|3324B657K03               |  | MP - INFORMATION SIGNS - REPLACEMENT - STANDARD OVER AISLE EXIT SIGNS - PASSENGER CABIN                                                               |  |                                  | [***] | 
|3342-000009               |  | TAXI LIGHTS - NOSE GEAR MOUNTED - SPACE PROVISIONS                                                                                                    |  |                                  | [***] | 
|3350A704A30               |  | EMERGENCY ESCAPE PATH LIGHTING - SEAT/MONUMENT MOUNTED                                                                                                |  |                                  | [***] | 
|3350B657K04               |  | MP - EMERGENCY ESCAPE PATH LIGLHTLING - REVISION - FLOOR MOUNTED INLIEU OF SEAT/MONUMENT MOUNTED - PASSENGER CABIN                                    |  |                                  | [***] | 
|3413-000027               |  | MACH/AIRSPEED INDICATOR - TWO KNOT GRADUATIONS BELOW 250 KNOTS                                                                                        |  |                                  | [***] | 
|3421-000042               |  | FAA MACH/AIRSPEED LIMITS AND OVERSPEED ALERTING                                                                                                       |  |                                  | [***] | 
|3423-000006               |  | STANDBY MAGNETIC COMPASS COMPENSATION FOR ELECTRICAL CIRCUITS (+/- 5 DEGREES)                                                                         |  |                                  | [***] | 
|3430-000187               |  | ILS/GPS MULTI-MODE RECEIVER (MMR) - ROCKWELL - P/N 822-1152-002 - BFE/SPE                                                                             |  |                                  | [***] | 
|3433-000032               |  | RADIO ALTIMETER (RA) - ROCKWELL INTERNATIONAL CORP - P/N 822-0334-002 - BFE/SPE                                                                       |  |                                  | [***] | 
|3443-000050               |  | DUAL WEATHER RADAR CONTROL PANEL - ROCKWELL P/N 622-5130-114 - BFE/SPE                                                                                |  |                                  | [***] | 
|3443A065A34               |  | DUAL WEATHER RADAR SYSTEM - WITH PREDICTIVE WINDSHEAR - ROCKWELL TRANSCEIVER P/N 622-5132-633 - BFE/SPE                                               |  |                                  | [***] | 
|3445A065A86               |  | TCAS SYSTEM - ROCKWELL COLLINS TCAS COMPUTER P/N 822-1293-002 - TCAS CHANGE 7 COMPLIANT - BFE/SPE                                                     |  |                                  | [***] | 
|3446-000045               |  | STANDARD VOLUME FOR ALTITUDE CALLOUTS                                                                                                                 |  |                                  | [***] | 
|3446-000048               |  | ENHANCED GROUND PROXIMITY WARNING SYSTEM (EGPWS) - BANK ANGLE CALLOUT ENABLE                                                                          |  |                                  | [***] | 
|3446-000049               |  | 500 SMART CALLOUT INHIBITED                                                                                                                           |  |                                  | [***] | 
|3446B800D17               |  | GROUND PROXIMITY WARNING SYSTEM - MODE 6 ALTITUDE CALLOUTS - 2500, 1000, 500, 400, 300, 200, 100, 50, 40, 30, 20, 10, MINIMUMS                        |  |                                  | [***] | 
|3451-000022               |  | VOR/MARKER BEACON - ROCKWELL RECEIVER P/N 822-0297-001 - BFE/SPE                                                                                      |  |                                  | [***] | 
|3453B866A16               |  | ATC SYSTEM - ROCKWELL COLLINS ATC TRANSPONDER P/N 822-1338-003 - ELS/EHS/ES AND TCAS CHANGE 7 COMPLIANT - GABLES CONTROL PANEL P/N G6992-12 - BFE/SPE |  |                                  | [***] | 
|3455-000019               |  | DISTANCE MEASURING EQUIPMENT (DME) - ROCKWELL INTERROGATOR P/N 822-0329-001 - BFE/SPE                                                                 |  |                                  | [***] | 



|              |  |                       |  |              
|------------- |  | --------------------- |  | -------------
|P.A. No. 2126 |  | Exhibit A-12, Page 13 |  | SA-30        
|PA Exhibit A  |  |                       |  | Rev: 12/11/03

[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

Exhibit A-12

Purchase Agreement No. 2126

Page 14



|                          |  |                                                                                                                                                       |  |                                  |       | 
|------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------- | ----- | 
|Configuration Item Number |  | Title                                                                                                                                                 |  | 2010DollarsFollow OnPricePer A/C |      
|3457-000219               |  | AUTOMATIC DIRECTION FINDER (ADF) - DUAL SYSTEM - ROCKWELL ADF-900/700 SERIES - ADF RECEIVER P/N 822-0299-001 - ADF ANTENNA P/N 622-5404-003 - BFE/SPE |  |                                  | [***] | 
|3457-000289               |  | DUAL ADF CONTROL PANEL - BOEING - 285T0557-2 - WITHOUT BFO OR TONE SWITCH - SFE                                                                       |  |                                  | [***] | 
|3461A425A03               |  | FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - OFFPATH DESCENT CIRCLES AND DISTANCE MEASURING EQUIPMENT RANGE RINGS DISPLAYED                             |  |                                  | [***] | 
|3461A425A04               |  | FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - SCANNING DME OPERATIONS - ENABLE                                                                           |  |                                  | [***] | 
|3461A425A05               |  | FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - RUNWAY DISTANCE AND OFFSET POSITION SHIFT IN UNITS OF FEET                                                 |  |                                  | [***] | 
|3461A425A10               |  | FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - NAVIGATION DATABASE - CUSTOMER SUPPLIED                                                                    |  |                                  | [***] | 
|3461A425A12               |  | FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - TAKEOFF DATA LINK - ENABLE                                                                                 |  |                                  | [***] | 
|3461A425A13               |  | FMCS - AIRLINE MODIFIABLE INFORMATION (AMI) - CUSTOMER SUPPLIED                                                                                       |  |                                  | [***] | 
|3461A425A16               |  | FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - AIR TRAFFIC SERVICES DATA LINK (ATS DL) - FANS FEATURE ACTIVATION                                          |  |                                  | [***] | 
|3461A425A17               |  | FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - AIRLINE OPERATIONAL COMMUNICATIONS DATA LINK (AOC DL) - FANS FEATURE ACTIVATION                            |  |                                  | [***] | 
|3461A425A18               |  | FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - PRINTER INTERFACE - FANS FEATURE ACTIVATION                                                                |  |                                  | [***] | 
|3511B899B48               |  | CREW OXYGEN MASKS - AUTOMATIC PRESSURE BREATHING TYPE - CAPTAIN AND FIRST OFFICER - EROS - BFE/SPE                                                    |  |                                  | [***] | 
|3511B899B49               |  | CREW OXYGEN MASKS - AUTOMATIC PRESSURE BREATHING TYPE - FIRST OBSERVER - EROS - BFE/SPE                                                               |  |                                  | [***] | 
|3511B899B50               |  | CREW OXYGEN MASKS - AUTOMATIC PRESSURE BREATHING TYPE - SECOND OBSERVER - EROS/SCOTT AVIATION - BFE/SPE                                               |  |                                  | [***] | 
|3611-000005               |  | HAMILTON STANDARD - INTERMEDIATE PRESSURE (IP) CHECK VALVES - GE\P&W ENGINES                                                                          |  |                                  | [***] | 
|3811-000022               |  | POTABLE WATER - SERVICEABLE TO 149 GALLONS                                                                                                            |  |                                  | [***] | 
|3831-000008               |  | WASTE TANK CAPACITY - 116 GALLONS                                                                                                                     |  |                                  | [***] | 
|3832-000031               |  | VACUUM WASTE SYSTEM - ENVIROVAC TOILET ASSEMBLIES                                                                                                     |  |                                  | [***] | 



|              |  |                       |  |              
|------------- |  | --------------------- |  | -------------
|P.A. No. 2126 |  | Exhibit A-12, Page 14 |  | SA-30        
|PA Exhibit A  |  |                       |  | Rev: 12/11/03

[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

Exhibit A-12

Purchase Agreement No. 2126

Page 15



|                          |  |                                                                                    |  |                                  |            | 
|------------------------- |  | ---------------------------------------------------------------------------------- |  | -------------------------------- | ---------- | 
|Configuration Item Number |  | Title                                                                              |  | 2010DollarsFollow OnPricePer A/C |           
|3910B800A77               |  | CONTROL PANEL ARRANGEMENT - P8 AISLE STAND - FLIGHT DECK - LAN                     |  |                                  | [***]      | 
|4970-000046               |  | APU CYCLEMETER - AFT ELECTRONIC EQUIPMENT (E/E) COMPARTMENT                        |  |                                  | [***]      | 
|4970-000047               |  | APU HOURMETER - AFT ELECTRONIC EQUIPMENT (E/E) COMPARTMENT                         |  |                                  | [***]      | 
|5210-000024               |  | TYPE A - III - III - A DOOR ARRANGEMENT                                            |  |                                  | [***]      | 
|5300B657K48               |  | MP - INSTALLATION OF SEAT TRACKS - BL 45.5 LEFT AND RIGHT - STA 389 TO STA 721.805 |  |                                  | [***]      | 
|7200-000382               |  | STANDARD FAN SPINNER - GE ENGINES                                                  |  |                                  | [***]      | 
|7200-000412               |  | GE PROPULSION SYSTEM                                                               |  |                                  | [***]      | 
|7200A114C89               |  | GENERAL ELECTRIC ENGINES - CF6-80C2-B6F - B6F RATING - WITH FADEC                  |  |                                  | [***]      | 
|7830-000012               |  | MANUAL OPENING OF THRUST REVERSER ASSEMBLIES - GE CF6-80C2 ENGINES                 |  |                                  | [***]      | 
|7900-000117               |  | LUBRICATING OIL - BP TURBO OIL 2380                                                |  |                                  | [***]      | 
|8011-000006               |  | HAMILTON STANDARD STARTERS AND STARTER VALVES - GE ENGINES                         |  |                                  | [***]      | 
|INT_ALLOWANCE             |  | INTERIOR ALLOWANCE FOR ALL MINOR MODELS                                            |  |                                  | [***]      | 
|MISC/FAA5                 |  | FIRE PENETRATION - BURNTHROUGH, FAR 25.865 (b)                                     |  |                                  | [***]      | 
|OPTIONS: 298              |  | TOTAL:                                                                             |  |                                  | $7,426,400 | 



|              |  |                       |  |              
|------------- |  | --------------------- |  | -------------
|P.A. No. 2126 |  | Exhibit A-12, Page 15 |  | SA-30        
|PA Exhibit A  |  |                       |  | Rev: 12/11/03

[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

|     |  |                                                        
|---- |  | -------------------------------------------------------
|LOGO |  | The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207





6-1162-ILK-0451

LAN Airlines S.A.

Avenida Presidente Riesco 5711

Piso 19

Las Condes

Santiago, Chile



|Subject: | Special Matters Letter Applicable to the 2012 Additional Aircraft
|-------- | -----------------------------------------------------------------



|Reference: | Purchase Agreement No. 2126 (the Purchase Agreement) between The Boeing Company (Boeing) and LAN Airlines S.A.
(Customer) relating to Model 767-316F, Model 767-38EF and Model 767-316ER aircraft (hereinafter referred to as Aircraft)
|---------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this
Letter Agreement have the same meaning as in the Purchase Agreement.



|1. | Definitions.
|-- | ------------

1.1
STE when used specifically in relation to any credit memorandum contained in this letter agreement shall mean that the relevant credit memorandum shall be escalated to the month of delivery in the same manner as the
Airframe Price in accordance with the escalation formula reflected in Supplemental Exhibit AE1 2010$ to the Purchase Agreement entitled Escalation adjustment - airframe and optional features.

1.2 Limitations on Use when used in relation to any credit memorandum contained in this letter agreement
shall mean that the applicable credit memorandum may be used for the purchase of Boeing goods and services or applied to the final delivery payment for the Aircraft for which the credit was issued, but that the relevant credit memorandum shall be
prohibited from use for satisfaction of any Advance Payment obligation.

1.3 2012 Additional
Aircraft shall mean each or all three, as the case may be, of the three 767-316ER Aircraft (as previously defined in Supplemental Agreement No. 30 to the Purchase Agreement) scheduled for delivery in [***], respectively.

1.4 Table 13 shall mean the table entitled Aircraft Information Table 767-316ER
Aircraft  2010 $.



[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

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LAN Airlines S.A.

6-1162-ILK-0451





|2. | Export License.
|-- | ---------------

Customer
understands and confirms that it is Customers responsibility to obtain any required Export License from the relevant U.S. authority. Without accepting any liability for any failure to do so, Boeing will use reasonable endeavors to alert
Customer to any regulatory changes of which Boeing becomes aware and which require Customer to obtain such Export License.



|3. | Warranty Modification.
|-- | ----------------------

Notwithstanding paragraph 3.2 of Part 2 of Exhibit C to the AGTA, Boeing agrees that the warranty period for a Corrected Boeing Product
resulting from a defect in material or workmanship is 6 months or the remainder of the initial warranty period, whichever is longer.



|4. | Credit Memoranda for the 2012 Additional Aircraft.
|-- | --------------------------------------------------

4.1 Subject to Customers adherence to the Limitations on Use, Boeing will provide the Customer with a credit memorandum concurrently with the delivery of each 2012 Additional Aircraft, in
description and amount which is identified in the credit memoranda table below.



|                                                                            |  |                                                  
|--------------------------------------------------------------------------- |  | -------------------------------------------------
|Credit Memoranda Exclusive to the 2012
Additional Aircraft                  |  | Concession Stated asa Percentage ofAirframe Price
|Incentive Basic Credit Memorandum, STE                                      |  | [***]                                            
|Incremental Aircraft Credit Memorandum, STE                                 |  | [***]                                            
|Total Table 4.1 Credit Memoranda Exclusive to
the 2012 Accelerated Aircraft |  | [***]                                            

4.2 Subject to Customers adherence to the Limitations on Use, Boeing will provide the Customer with
a goods and services credit memorandum at the time of definitive agreement signing in the total amount of [***]



|                                                                  |  |  |  |      
|----------------------------------------------------------------- |  |  |  | -----
|P.A. No. 2126                                                     |  |  |  | SA-30
|Special Matters Letter Applicable to the 2012 Additional Aircraft |  | 

BOEING PROPRIETARY

[***] This information is subject to confidential treatment and has been omitted and filed separately with the commission.



---



LOGO

LAN Airlines S.A.

6-1162-ILK-0451





|5. | Deferred Advance Payments for the 2012 Additional Aircraft.
|-- | -----------------------------------------------------------

5.1 The parties agree that, in respect of each 2012 Additional Aircraft, the Customer may elect a [***] deferred advance payment schedule as shown below (the Deferred Advance Payment Schedule
Applicable for the 2012 Additional Aircraft) in lieu of the standard advance payment schedule set forth in Article 4.2 of the Purchase Agreement and in Table 13, (the Standard Advance Payment Schedule). The election
must be made at the time of singing this SA-30.



|                       |  |                                                                              
|---------------------- |  | -----------------------------------------------------------------------------
|Due Date of Payment*   |  | Amount Due per Aircraft
(percentage of Aircrafts Advance Payment Base Price)
|                       | 
|[***]                  |  | [***]                                                                        
|                       | 
|[***]                  |  | [***]                                                                        
|                       | 
|[***]                  |  | [***]                                                                        
|                       | 
|[***]                  |  | [***]                                                                        
|                       | 
|[***]                  |  | [***]                                                                        
|                       | 
|[***]                  |  | [***]                                                                        
|                       | 
|[***]                  |  | [***]                                                                        
|                       | 
|Total Advance Payments |  | [***]                                                                        



|* | - unless otherwise indicated, refers to the number of months prior to the first day of the scheduled delivery month of the Aircraft.
|- | ------------------------------------------------------------------------------------------------------------------------------------

5.2 The parties agree that Customer will pay interest to Boeing on the difference between the payments made pursuant to the Article 4.1
Deferred Advance Payment Schedule Applicable to the 2012 Additional Aircraft and the amount which would otherwise have been payable to Boeing under the Standard Advance Payment Schedule. Such interest shall accrue from and including the date on
which such payments would have been due if there were no deferral up to the but excluding the date on which such amounts are paid in full. The rate used to calculate such interest shall be the
three-



|                                                                  |  |  |  |      
|----------------------------------------------------------------- |  |  |  | -----
|P.A. No. 2126                                                     |  |  |  | SA-30
|Special Matters Letter Applicable to the 2012 Additional Aircraft |  | 

BOEING PROPRIETARY

[***] This information is subject to confidential treatment and has been omitted and filed separately with the commission.



---



LOGO

LAN Airlines S.A.

6-1162-ILK-0451



month London Interbank Offered Rate (LIBOR) as set forth in The Wall Street Journal, US edition, plus [***] basis points. The effective rate will be the rate in effect on the first business day
of the calendar quarter in which the advance payment was initially deferred, and will be reset every calendar quarter. Interest on unpaid amounts will be calculated using a 360 day year, and compounded quarterly.



|6. | Assignment.
|-- | -----------

Any
assignment by Customer of any benefits, entitlements, or services described in this Letter Agreement requires Boeings prior written consent. Further, Customer will not reveal to any third party the amount of the credit memoranda provided to
Customer by Boeing without Boeings prior written consent and subject to such circumstances as Boeing may reasonably require.

Boeing will not unreasonably withhold consent to Customers request to assign, as security, rights in the Purchase Agreement if done for purposes of obtaining financing or for such other purpose
consistent with fulfilling its obligations under the Purchase Agreement. Boeings consent will be conditioned on all parties accepting Boeings customary conditions for consenting to an assignment, including, but not limited to, the
following: assignor and assignee indemnification of Boeing for any actions taken by an assignee under any assignment agreement; Boeings right to exercise the manufacturers option to assume Customers rights under the Purchase
Agreement in the event of a default under an assignment agreement; and confidentiality. A Party that is



| | i. | bound by a customary confidentiality agreement;
| | -- | -----------------------------------------------



| | ii. | neither an airplane manufacturer nor an airline; and
| | --- | ----------------------------------------------------



| | iii. | responding to a Customer request for proposals to provide financing of Aircraft pursuant to the Purchase Agreement, including pre-delivery payment financing
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

shall be deemed a Financing Party.

Without Boeings consent, Customer may represent to any Financing Party that Boeing will provide to that Financing Party,
concurrently with the delivery of each of the Aircraft to that Financing Party, a financier credit memorandum equal to

(a)
Concession ceiling for the passenger aircraft: [***]



|                                                                  |  |  |  |      
|----------------------------------------------------------------- |  |  |  | -----
|P.A. No. 2126                                                     |  |  |  | SA-30
|Special Matters Letter Applicable to the 2012 Additional Aircraft |  | 

BOEING PROPRIETARY

[***] This information is subject to confidential treatment and has been omitted and filed separately with the commission.



---



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LAN Airlines S.A.

6-1162-ILK-0451



(b) Concession ceiling for the freighter aircraft: [***]

escalated to the month of delivery in
the same manner as the Airframe Price as described in Supplemental Exhibit AE1 2010$ and in conformance with terms and conditions of this Letter Agreement. Insofar as such Financing Party is concerned, this Financier Credit Memorandum shall be in
lieu of any other provision in the Letter Agreement. When the Customer identifies a Financing Party and the preliminary terms of an assignment under which pre-delivery payment financing or aircraft purchase financing could be provided, at
Customers request, Boeing agrees to enter into discussions with the Customer to consider whether an additional credit memorandum can be assigned, with the goal of helping Customer obtain third-party financing.

Boeing will consent to any reasonable request by Customer to assign the Purchase Agreement to an affiliate provided that Boeing is
provided with an adequate guarantee of performance of all obligations under this Purchase Agreement and in a form reasonably satisfactory to Boeing.

Customer understands that Boeing is not required under any circumstances to consent to an assignment that would constitute a novation.

The foregoing provisions are intended to supplement, and not to supersede, the assignment provisions of the AGTA, which address delivery
date and post-delivery assignments, merger-type assignments, and other matters.



|7. | Confidentiality.
|-- | ----------------

Boeing
and Customer understand that the commercial and financial information contained in this Letter Agreement is considered by the parties as confidential (Confidential Information) and both agree not to disclose such Confidential
Information except as provided herein. In addition to the parties respective officers, directors and employees who need to know the Confidential Information and who understand the obligation to keep it confidential, the parties may disclose
Confidential Information (1) to the extent required by law and (2) to its agents, auditors and advisors who need to know the Confidential Information for purposes of enabling each party to understand, perform its obligations under, or
receive the benefits of, this Letter Agreement and who have agreed not to use or disclose the Confidential Information for any other purpose without the other partys prior written consent. In the event that a party concludes that disclosure of
Confidential Information contained in this Letter Agreement is required by applicable



|                                                                  |  |  |  |      
|----------------------------------------------------------------- |  |  |  | -----
|P.A. No. 2126                                                     |  |  |  | SA-30
|Special Matters Letter Applicable to the 2012 Additional Aircraft |  | 

BOEING PROPRIETARY

[***] This information is subject to confidential treatment and has been omitted and filed separately with the commission.



---



LOGO

LAN Airlines S.A.

6-1162-ILK-0451



law, the party will so advise the other party promptly in writing and endeavor to protect the confidentiality of such Confidential Information to the widest extent possible. In the event of a
legal dispute with Boeing, nothing herein will preclude Customer from sharing with its legal counsel information necessary for purposes of enabling counsel to advise or represent Customer provided that so long as Customer causes its legal counsel to
maintain the confidentiality of information that is the subject of this Article. Except as provided in the assignment provisions of Article 7 of Letter Agreement 6-1162-KSW-6423 entitled Special Matters Applicable to the Incremental
Aircraft; Article 21 of Letter Agreement 6-1162-LAJ-0895R6 entitled Business Considerations; Article 8 of Letter Agreement 6-1162-ILK-0381R2 entitled Special Matters Letter Applicable to the 2011 Accelerated Aircraft;
Article 9 of Letter Agreement 6-1162-ILK-0412 entitled Special Matters Relating to Three Aircraft Originally Scheduled to Deliver in 2009; Article 6 of Letter Agreement 6-1162-ILK-0450 entitled Special Matters Letter Applicable to
the 2012 Accelerated Aircraft; and Article 6 herein, Customer will not disclose this Letter Agreement for purposes of financing payments without the prior written consent of Boeing, which consent will be provided once the financier enters into
a Non Disclosure Agreement with Boeing in form and substance reasonably satisfactory to Boeing, which will include agreeing not to disclose or use Confidential Information except for the purpose set forth herein. This provision shall not apply to
any Confidential Information that is in the public domain except that a party will be liable to the other for breach of its obligations under this provision if the Confidential Information entered the public domain as a consequence of a wrongful act
or omission on its part.

The Purchase Agreement shall be deemed amended to the extent herein provided and as amended shall
continue in full force and effect.

Very truly yours,

THE BOEING COMPANY



|     |  |                 
|---- |  | ----------------
|By:  |  |                 
|     |  | Kathie S. Weibel
|     | 
|Its: |  | Attorney-In-Fact



|                                                                  |  |  |  |      
|----------------------------------------------------------------- |  |  |  | -----
|P.A. No. 2126                                                     |  |  |  | SA-30
|Special Matters Letter Applicable to the 2012 Additional Aircraft |  | 

BOEING PROPRIETARY

[***] This information is subject to confidential treatment and has been omitted and filed separately with the commission.



---



LOGO

LAN Airlines S.A.

6-1162-ILK-0451



If
the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated herein, please indicate your acceptance, agreement and approval.

ACCEPTED AND AGREED TO this 15 day of February of 2011.

LAN AIRLINES S.A.



|     |  |                       
|---- |  | ----------------------
|By:  |  |                       
|     |  | Mr. Armando Valdivieso
|     | 
|Its: |  |                       
|     |  |                       
|     | 
|     |  |                       
|     |  |                       



|     |  |                                
|---- |  | -------------------------------
|By:  |  |                                
|     |  | Mr. Alejandro de la Fuente Goic
|     | 
|Its: |  | Chief Financial Officer        



|                                                                  |  |  |  |      
|----------------------------------------------------------------- |  |  |  | -----
|P.A. No. 2126                                                     |  |  |  | SA-30
|Special Matters Letter Applicable to the 2012 Additional Aircraft |  | 

BOEING PROPRIETARY

[***] This information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207



LOGO

LAN-2126-LA-1103777

LAN Airlines S.A.

Avenida Presidente Riesco 5711

Piso 19

Las Condes

Santiago, Chile



|           |  |                                                                                                                                                                                                       
|---------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|           | 
|Subject:   |  | Seller Purchased Equipment for 2012 Aircraft                                                                                                                                                          
|           | 
|Reference: |  | a) Purchase Agreement No. 2126 (Purchase Agreement) between The Boeing Company (Boeing) and LAN Airlines S.A. (Customer) relating to Model 767-316ER,
767-3SEF,and Model 767-316F aircraft (Aircraft).
|           | 
|           |  | b) Letter Agreement 2126-1, Seller Purchased Equipment                                                                                                                                              

This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms
used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.

For purposes of this Letter Agreement
2012 Aircraft are the 2012 Accelerated Aircraft and the 2012 Additional Aircraft. Reference b) Letter Agreement continues to apply to the SPE equipment for the 2012 Aircraft. The additional terms provided in the Letter Agreement apply
only to the Contour seats and the BE Aerospace seats.



|1. | Change in seat suppliers.
|-- | -------------------------

1.1 Customer has decided to change seat suppliers to Contour for business class and BE Aerospace for economy class.

1.2 Boeing has agreed to the change in seat suppliers for the 2012 Aircraft and has agreed that the change can be offered as a Seller
Purchased Equipment program under certain conditions.

1.2.1 Notwithstanding the waiver language in Article 1,
paragraph 2 of Letter Agreement 2126-1, [***]. This fee covers future Contour and BE Aerospace seats with the same part numbers and installed in Aircraft with the same interior configuration as the 2012 Additional Aircraft provided Contour and BE
Aerospace are offerable seat supplier at the time the new aircraft purchase is made.



|                                             |  |       |  |      
|-------------------------------------------- |  | ----- |  | -----
|P.A. No. 2126                                |  |       |  | SA-30
|Seller Purchased Equipment for 2012 Aircraft |  | 02/11

[***] This information is
subject to confidential treatment and has been omitted and filed separately with the commission.



---

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LAN Airlines S.A.

LA-1103776





|2. | Missed Seat On Dock Dates.
|-- | --------------------------

2.1 If the seats miss their on-dock date and the delivery of a 2012 Aircraft is delayed for that reason, Customer is responsible for the
storage fee.

2.1.1 Boeing agrees to store the 2012 Aircraft on a short term basis for up to 30 days and Customer agrees to pay
Boeings storage fee [***].

2.1.2 If the storage is likely to extend beyond 30 days the parties will mutually agree on
whether to extend the short term storage by Boeing beyond the initial 30 days or seek long term storage at a facility outside of Boeing.

2.1.3 Boeing agrees to waive the first fourteen days of the short term storage fee.

2.2 In addition, Customer will pay interest to Boeing on the unpaid Aircraft Price as shown on the 2012 Aircraft delivery invoice. For
avoidance of doubt this would be the Aircraft Price as defined in paragraph 2.1.8 of AGTA-LAN minus advance payments already paid to Boeing and credit memoranda provided as part of the invoicing documents. Such interest shall accrue from and
including the date on which such 2012 Aircraft was scheduled to deliver up to but excluding the date of delivery. The rate used to calculate such interest shall be the three-month London Interbank Offered Rate (LIBOR) as set forth in the Wall Street
Journal, US edition, [***] basis points. The effective rate will be the rate in effect on the first business day of the calendar quarter in which the 2012 Aircraft was scheduled to deliver and will be reset every calendar quarter. Interest on unpaid
amounts will be calculated using a 360 day year, and compounded quarterly.

2.2.3 Boeing and Customer understand that the
commercial and financial information contained in this Letter Agreement is considered by the parties as confidential (Confidential Information) and both agree not to disclose such Confidential Information except as provided
herein. In addition to the parties respective officers, directors and employees who need to know the Confidential Information and who understand the obligation to keep it confidential, the parties may disclose Confidential Information
(1) to the extent required by law and (2) to its agents, auditors and advisors who need to know the Confidential Information for purposes of enabling each party to understand, perform its obligations under, or receive the benefits of, this
Letter Agreement and who have agreed not to use or disclose the Confidential Information for any other purpose without the other partys prior written consent. In the event that a party concludes that disclosure of Confidential Information
contained in this



|                                             |  |       |  |      
|-------------------------------------------- |  | ----- |  | -----
|P.A. No. 2126                                |  |       |  | SA-30
|Seller Purchased Equipment for 2012 Aircraft |  | 02/11

[***] This information is
subject to confidential treatment and has been omitted and filed separately with the commission.



---

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LAN Airlines S.A.

LA-1103776



Letter Agreement is required by applicable law, the party will so advise the other party promptly in writing and endeavor to protect the confidentiality of such Confidential Information to the
widest extent possible. In the event of a legal dispute with Boeing, nothing herein will preclude Customer from sharing with its legal counsel information necessary for purposes of enabling counsel to advise or represent Customer provided that so
long as Customer causes its legal counsel to maintain the confidentiality of information that is the subject of this Article. Except as provided in the assignment provisions of Article 7 of Letter Agreement 6-1162-KSW-6423 entitled Special
Matters Applicable to the Incremental Aircraft; Article 21 of Letter Agreement 6-1162-LAJ-0895R6 entitled Business Considerations; Article 8 of Letter Agreement 6-1162-ILK-0381R2 entitled Special Matters Letter Applicable to
the 2011 Accelerated Aircraft; Article 9 of Letter Agreement 6-1162-ILK-0412 entitled Special Matters Relating to Three Aircraft Originally Scheduled to Deliver in 2009; Article 6 of Letter Agreement 6-1162-ILK-0450 entitled
Special Matters Letter Applicable to the 2012 Accelerated Aircraft; Article 6 of Letter Agreement 6-1162-ILK-0451 entitled Special Matters Applicable to the 2012 Additional Aircraft, Customer will not disclose this Letter
Agreement for purposes of financing payments without the prior written consent of Boeing, which consent will be provided once the financier enters into a Non Disclosure Agreement with Boeing in form and substance reasonably satisfactory to Boeing,
which will include agreeing not to disclose or use Confidential Information except for the purpose set forth herein. This provision shall not apply to any Confidential Information that is in the public domain except that a party will be liable to
the other for breach of its obligations under this provision if the Confidential Information entered the public domain as a consequence of a wrongful act or omission on its part.

The Purchase Agreement shall be deemed amended to the extent herein provided and as amended shall continue in full force and effect.



|                                             |  |       |  |      
|-------------------------------------------- |  | ----- |  | -----
|P.A. No. 2126                                |  |       |  | SA-30
|Seller Purchased Equipment for 2012 Aircraft |  | 02/11

[***] This information is
subject to confidential treatment and has been omitted and filed separately with the commission.



---

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LAN Airlines S.A.

LA-1103776



Very
truly yours,

THE BOEING COMPANY

Original signed by



|     |  |                 
|---- |  | ----------------
|By:  |  |                 
|     |  | Kathie S. Weibel
|     | 
|Its: |  | Attorney-In-Fact



|                                             |  |       |  |      
|-------------------------------------------- |  | ----- |  | -----
|P.A. No. 2126                                |  |       |  | SA-30
|Seller Purchased Equipment for 2012 Aircraft |  | 02/11

[***] This information is
subject to confidential treatment and has been omitted and filed separately with the commission.



---

LOGO

LAN Airlines S.A.

LA-1103776



If the
foregoing correctly sets forth your understanding of our agreement with respect to the matters treated herein, please indicate your acceptance, agreement and approval.

ACCEPTED AND AGREED TO this 15 day of February of 2011.

LAN AIRLINES S.A.

Original signed by



|     |  |                             
|---- |  | ----------------------------
|By:  |  |                             
|     |  | Armando Valdivieso          
|     | 
|Its: |  | Gerente General de Pasajeros

Original signed by



|     |  |                                      
|---- |  | -------------------------------------
|By:  |  |                                      
|     |  | Damian Scokin                        
|     | 
|Its: |  | Gerente General Negocio Internacional



|                                             |  |       |  |      
|-------------------------------------------- |  | ----- |  | -----
|P.A. No. 2126                                |  |       |  | SA-30
|Seller Purchased Equipment for 2012 Aircraft |  | 02/11

[***] This information is
subject to confidential treatment and has been omitted and filed separately with the commission.



---

Exhibit 4.2.5





Supplemental Agreement No. 31 (SA-31)

to

Purchase Agreement No. 2126

between

THE BOEING COMPANY

and

LAN
AIRLINES S.A.

Relating to Boeing Model 767-316ER, Model 767-38EF, and Model 767-316F Aircraft

THIS SUPPLEMENTAL AGREEMENT, entered into as of the 10th day of May 2011, by and between THE BOEING COMPANY, a Delaware
corporation (hereinafter called Boeing), and LAN Airlines S.A., a Chilean corporation (hereinafter called Customer);

W I T N E S S E T H:

WHEREAS, the parties entered into that certain Purchase Agreement No. 2126, dated as of January 30, 1998 relating
to the purchase and sale of Boeing Model 767-316ER, Model 767-38EF, and Model 767-316F aircraft (hereinafter referred to as Aircraft) which agreement, including all tables, exhibits, supplemental exhibits and
specifications thereto, together with all letter agreements then or thereafter entered into that by their terms constitute part of such purchase agreement and as such purchase agreement may be amended or supplemented from time to time, is
hereinafter called the Purchase Agreement;

WHEREAS, Customer wishes to purchase five
(5) aircraft scheduled for delivery in [***] in the 767-316ER configuration (hereinafter referred to as 2013 Aircraft), and incorporate such aircraft into the Purchase Agreement;

WHEREAS, Boeing and Customer have agreed to amend the Purchase Agreement to incorporate the above changes;

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree to amend the Purchase Agreement as
follows:



|          |  |        |  |      
|--------- |  | ------ |  | -----
|P.A. 2126 |  | Page 1 |  | SA-31

BOEING PROPRIETARY

[***] This information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

Exhibit 4.2.5



1. Table of Contents, Articles, Tables, Exhibits and Supplemental
Exhibits:

1.1. Table of Contents. The Table of Contents to the Purchase Agreement is deleted in its
entirety and the new Table of Contents, attached hereto, is substituted in lieu thereof to reflect the changes made by this Supplemental Agreement 31 (SA-31).

1.2. Customer is developing a new configuration with 30 Contour business class seats and 191 BE Aerospace economy class seats and
Panasonic inflight entertainment equipment (New Configuration). The configuration and pricing of SA-31 is based on Customers Aircraft serial number 37802, block number VS925. The parties will enter into a new supplemental
agreement to update Table 14 Aircraft Information Table 767-316ER 2013 Aircraft 2010$ and the Exhibit A, Aircraft Configuration as soon as Customer has agreed on the changes representing the New Configuration.

1.3. Table 14 Aircraft Information Table 767-316ER 2013 Aircraft 2010$. Table 14 provides the scheduled delivery
month, price and Advance Payments applicable to the 2013 Aircraft.

1.4. Exhibit A-12 Aircraft
Configuration. Exhibit A-l2 provides the aircraft configuration for the 2013 Aircraft for pricing purposes.



| | 1.4.1. | The 2013 Aircraft will be configured to the New Configuration.
| | ------ | --------------------------------------------------------------



| | 1.4.2. | If Customer provides Boeing with written notice by the date specified in column B of the table below for a 2013 Aircraft specified in column A of the table below, then
Customer may select a configuration of 18 Contour business class seats and 220 BE Aerospace economy class seats and Panasonic IFE (Alternate Configuration) for such applicable 2013 Aircraft as the first instance of this
configuration. Once Customer has selected the Alternate Configuration for one of the specified 2013 Aircraft, subsequent 2013 Aircraft specified in Column A may also be selected for the Alternate Configuration with written notice by the date
specified in column C of the table below for a 2013 Aircraft specified in column A of the table below.
| | ------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|          |  |        |  |      
|--------- |  | ------ |  | -----
|P.A. 2126 |  | Page 2 |  | SA-31

BOEING PROPRIETARY

[***] This information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

Exhibit 4.2.5





|                        |  |                                                                                                                                          |  |                                                                                                                                           
|----------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------
|Column A Delivery Month |  | Column B
Due Date for Customers Notice of Alternate Configuration Selection for the 2013 Aircraft Specified in ColumnA
(first instance) |  | Column CDue Date for Customers Notice
ofAlternate Configuration Selection forthe 2013 Aircraft Specified inColumn A (subsequent instance)
|[***]                   |  | [***]                                                                                                                                    |  | [***]                                                                                                                                     
|[***]                   |  | [***]                                                                                                                                    |  | [***]                                                                                                                                     
|[***]                   |  | [***]                                                                                                                                    |  | [***]                                                                                                                                     
|[***]                   |  | [***]                                                                                                                                    |  | [***]                                                                                                                                     

1.5. Supplemental Exhibit BFE2, BFE Variables, attached hereto, provides the BFE
preliminary on-dock dates for the 2012 Aircraft and the 2013 Aircraft.

2. Restricted Letter Agreements.

2.1. Letter Agreement 6-1162-ILK-0385 R2 entitled Performance Guarantees Relating to the 2011 Accelerated Aircraft and 2012
Aircraft provides the performance guarantees for the 2013 Aircraft. The title of the Letter Agreement is revised to Performance Guarantees Relating to the 2011 Accelerated Aircraft, 2012 and 2013 Aircraft.

2.2. Letter Agreement 6-1162-ILK-451 entitled Special Matters Letter Applicable to the 2012 Additional Aircraft is revised to
provide the terms and conditions, including the economic considerations, applicable to each 2013 Aircraft. The revised Letter Agreement, 6-1162-ILK-451R1, is attached hereto.

2.3. Letter Agreement LA-11033876, Option Aircraft, attached hereto, is added to the Purchase Agreement.

3. Payment Due at Effective Date of this Supplemental Agreement.

To
effect the implementation of this SA-31, payments to Boeing are due by Customer. Customer has elected the [***] deferred schedule shown in Letter Agreement 6-1162-ILK-0451R1 paragraph 5.1. Therefore [***] is owed at signing of this SA-31.

4. Confidentiality.

Boeing and Customer understand that the commercial and financial information contained in this Supplemental Agreement is considered by the parties as confidential (Confidential
Information) and both agree not to disclose such Confidential Information except as provided herein. In addition to the parties respective officers, directors and



|          |  |        |  |      
|--------- |  | ------ |  | -----
|P.A. 2126 |  | Page 3 |  | SA-31

BOEING PROPRIETARY

[***] This information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

Exhibit 4.2.5



employees who need to know the Confidential Information and who understand the obligation to keep it confidential, the parties may disclose Confidential Information (1) to the extent
required by law and (2) to its agents, auditors and advisors who need to know the Confidential Information for purposes of enabling each party to understand, perform its obligations under, or receive the benefits of, this Supplemental Agreement
and who have agreed not to use or disclose the Confidential Information for any other purpose without the other partys prior written consent. In the event that a party concludes that disclosure of Confidential Information contained in this
Supplemental Agreement is required by applicable law, the party will so advise the other party promptly in writing and endeavor to protect the confidentiality of such Confidential Information to the widest extent possible. In the event of a legal
dispute with Boeing, nothing herein will preclude Customer from sharing with its legal counsel information necessary for purposes of enabling counsel to advise or represent Customer provided that so long as Customer causes its legal counsel to
maintain the confidentiality of information that is the subject of this Article. Except as provided in the assignment provisions of Article 7 of Letter Agreement 6-1162-KSW-6423 entitled Special Matters Applicable to the Incremental
Aircraft; Article 21 of Letter Agreement 6-1162-LAJ-0895R6 entitled Business Considerations; Article 8 of Letter Agreement 6-1162-ILK-0381R2 entitled Special Matters Letter Applicable to the 2011 Accelerated Aircraft and the
Substitute 767 Freighter Aircraft; Article 9 of Letter Agreement 6-1162-ILK-0412 entitled Special Matters Relating to Three Aircraft Originally Scheduled to Deliver in 2009, Article 6 of Letter Agreement 6-1162-ILK-0450 entitled
Special Matters Relating to 2012 Accelerated Aircraft, Article 6 of Letter Agreement 6-1162-ILK-00451 entitled Special Matters Relating to 2012 Additional Aircraft and Article 7 of Letter Agreement 6-1162-ILK-00451R1 entitled
Special Matters Relating to 2012 Additional Aircraft and 2013 Aircraft, Customer will not disclose this Supplemental Agreement for purposes of financing payments without the prior written consent of Boeing, which consent will be provided once
the financier enters into a Non Disclosure Agreement with Boeing in form and substance reasonably satisfactory to Boeing, which will include agreeing not to disclose or use Confidential Information except for the purpose set forth herein. This
provision shall not apply to any Confidential Information that is in the public domain except that a party will be liable to the other for breach of its obligations under this provision if the Confidential Information entered the public domain as a
consequence of a wrongful act or omission on its part.



|          |  |        |  |      
|--------- |  | ------ |  | -----
|P.A. 2126 |  | Page 4 |  | SA-31

BOEING PROPRIETARY

[***] This information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

Exhibit 4.2.5



The Purchase Agreement shall be deemed amended to the extent herein provided
and as amended shall continue in full force and effect.

EXECUTED IN DUPLICATE as of the day and year first above written.



|                   |  |                     |  |                    |  |                    |  |                                           
|------------------ |  | ------------------- |  | ------------------ |  | ------------------ |  | ------------------------------------------
|THE BOEING COMPANY |  |                     |  | LAN AIRLINES S.A. 
|                   |  |                    
|Original Signed by |  |                     |  | Original Signed by
|                   |  |                     |  |                   
|By:                |  |                     |  |                    |  | By:                |  |                                           
|                   |  | Ms. Irma L. Krueger |  |                    |  |                    |  | Roberto Alvo                              
|                   |  |                     |  |                   
|Its                |  | Attorney-In-Fact    |  |                    |  | Its:               |  | Senior VP Corporate Planning & Development
|                   |  |                     | 
|                   |  |                     |  |                    |  | Original Signed by
|                   |  |                     |  |                   
|                   |  |                     |  |                    |  | By:                |  |                                           
|                   |  |                     |  |                    |  |                    |  | Armando Valdivieso                        
|                   |  |                     |  |                   
|                   |  |                     |  |                    |  | Its:               |  | Gerente General de Pasajeros              



|          |  |        |  |      
|--------- |  | ------ |  | -----
|P.A. 2126 |  | Page 5 |  | SA-31

BOEING PROPRIETARY

[***] This information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

PURCHASE AGREEMENT NUMBER 2126

between

THE
BOEING COMPANY

and

LAN Airlines S.A.

Relating to Boeing Model 767-316ER, Model 767-38EF, and Model
767-316F Aircraft



|          |  |  |  |      
|--------- |  |  |  | -----
|P.A. 2126 |  |  |  | SA-31

[***] This information is
subject to confidential treatment and has been omitted and filed separately with the commission.



---

TABLE OF CONTENTS



|         |  |                                                                |  |                       |            |  
|-------- |  | -------------------------------------------------------------- |  | --------------------- | ---------- | -
|         |  |                                                                |  | SupplementalAgreement |           
|ARTICLES |  |                                                                |  |                       |            |  
|1.       |  | Quantity, Model and Description                                |  |                       | 24         |  
|2.       |  | Delivery Schedule                                              |  |                       | 24         |  
|3.       |  | Price                                                          |  |                       | 24         |  
|4.       |  | Payment                                                        |  |                       | 24         |  
|5.       |  | Miscellaneous                                                  |  |                       | 24         |  
|6.       |  | Confidentiality                                                |  |                       | 24         |  
|         |  |                                                               
|TABLE    |  |                                                                |  |                       |           
|1.       |  | Aircraft Information Table 767 300ER Aircraft  1995$          |  |                       | 1          |  
|2.       |  | Aircraft Information Table 767 300F Aircraft  1997$           |  |                       | 1          |  
|3.       |  | Aircraft Information Table 767 300F Aircraft  1998$           |  |                       | 8          |  
|4.       |  | Aircraft Information Table 767 300F Aircraft  1999$           |  |                       | 11         |  
|5.       |  | Aircraft Information Table 767 300F Aircraft  2003$           |  |                       | 18         |  
|6.       |  | Aircraft Information Table 767 316ER Aircraft  2003$          |  |                       | 21         |  
|7.       |  | Aircraft Information Table 767 300F Aircraft  2004$           |  |                       | 24         |  
|8.       |  | Aircraft Information Table 767 316ER Aircraft  2004$          |  |                       | 22         |  
|9.       |  | Aircraft Information Table 767 316ER Aircraft  2005 $         |  |                       | 22         |  
|10.      |  | Aircraft Information Table 767-316ER Aircraft  2006 $         |  |                       | 25         |  
|11.      |  | Aircraft Information Table 767-316ER Aircraft  2008 $         |  |                       | 28         |  
|12.      |  | Aircraft Information Table 767-316F Aircraft  2008 $: DELETED |  |                       | 29         |  
|13.      |  | Aircraft Information Table 767-316ER Aircraft  2010 $         |  |                       | 30         |  
|14.      |  | Aircraft Information Table 767-316ER 2013 Aircraft  2010 $    |  |                       | 31         |  
|         |  |                                                               
|EXHIBITS |  |                                                                |  |                       |           
|A.       |  | Aircraft Configuration                                         |  |                       |            |  
|A-1      |  | Aircraft Configuration                                         |  |                       | 1          |  
|A-2      |  | Aircraft Configuration                                         |  |                       | 5          |  
|A-3      |  | Aircraft Configuration                                         |  |                       | 10         |  
|A-4      |  | Aircraft Configuration 767-316F Aircraft  2003$               |  |                       | 15         |  
|A-5      |  | Aircraft Configuration 767-316ER Aircraft  2003$              |  |                       | 17         |  
|A-6      |  | Aircraft Configuration 767-316ER Aircraft  2004$              |  |                       | 22         |  
|A-7      |  | Aircraft Configuration 767-316ER Aircraft  2005$              |  |                       | 22         |  
|A-8      |  | Aircraft Configuration 767-316ER Aircraft  2006$              |  |                       | 23         |  
|A-9      |  | Aircraft Configuration 767-316ER Aircraft  2008$              |  |                       | 24         |  
|A-10     |  | Aircraft Configuration 767-316F Aircraft  2008$: DELETED      |  |                       | 28         |  
|A-11     |  | Aircraft Configuration 767-316ER Aircraft  2010$              |  |                       | 29         |  
|A-12     |  | Aircraft Configuration 767-316ER Aircraft  2010$              |  |                       | 31(Art 1.4 | )
|B.       |  | Aircraft Delivery Requirements and Responsibilities            |  |                       | 1          |  





[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.

Page 1 of 1

BOEING PROPRIETARY



---

|                             |  |                                                                                                                 |  |                           |           | 
|---------------------------- |  | --------------------------------------------------------------------------------------------------------------- |  | ------------------------- | --------- | 
|                             |  |                                                                                                                 |  | SupplementalAgreement (s) |          
|SUPPLEMENTAL EXHIBITS        |  |                                                                                                                 |  |                           |           | 
|BFE1.                        |  | BFE Variables                                                                                                   |  |                           | 30        | 
|BFE2.                        |  | BFE Variables for 2012 and 2013 Aircraft                                                                        |  |                           | 31        | 
|CS1.                         |  | Customer Support Variables                                                                                      |  |                           | 1         | 
|EE1.                         |  | Engine Escalation/Engine Warranty and Patent Indemnity                                                          |  |                           | 1         | 
|EE1-1.                       |  | Engine Escalation/Engine Warranty and Patent Indemnity                                                          |  |                           | 5         | 
|EE1-2.                       |  | Engine Escalation/Engine Warranty and Patent Indemnity                                                          |  |                           | 13        | 
|EE1-2006$                    |  | Engine Escalation, Engine Warranty & Patent Indemnity                                                           |  |                           | 26        | 
|EE1-2008$                    |  | Engine Escalation, Engine Warranty & Patent Indemnity                                                           |  |                           | 26        | 
|EE1-2010$                    |  | Engine Escalation, Engine Warranty & Patent Indemnity                                                           |  |                           | 29        | 
|SLP1.                        |  | Service Life Policy Components                                                                                  |  |                           |           | 
|AE1                          |  | Escalation adjustment-airframe and optional features                                                            |  |                           | 22        | 
|AE1 2008$                    |  | Escalation adjustment-airframe and optional features                                                            |  |                           | 24        | 
|AE1 2010$                    |  | Escalation adjustment-airframe and optional features                                                            |  |                           | 29        | 
|                             | 
|LETTER AGREEMENTS            |  |                                                                                                                 | 
|2126-1                       |  | Seller Purchased Equipment                                                                                      |  |                           |           | 
|2126-2R1                     |  | Cabin Systems Equipment                                                                                         |  |                           | 17        | 
|2126-3R4                     |  | Option Aircraft                                                                                                 |  |                           | 13        | 
|                             | 
|RESTRICTED LETTER AGREEMENTS |  |                                                                                                                 | 
|6-1162-DMH-350               |  | Performance Guarantees                                                                                          |  |                           |           | 
|6-1162-DMH-351               |  | Promotion Support                                                                                               |  |                           |           | 
|6-1162-DMH-472               |  | Performance Guarantees                                                                                          |  |                           | 1         | 
|6-1162-DMH-475               |  | Configuration Matters                                                                                           |  |                           | 1         | 
|6-1162-DMH-1031R2            |  | Special Provisions for Advance Payments                                                                         |  |                           | 9         | 
|6-1162-LAJ-311               |  | Special Matters Relating to the July 2001 and September 2001 Aircraft                                           |  |                           | 11        | 
|6-1162-LAJ-956               |  | Special Matters Relating to four 2006 Delivery Aircraft (February 4, 2005)                                      |  |                           |           | 
|6-1162-LAJ-0895R6            |  | Business Considerations                                                                                         |  |                           | 23        | 
|6-1162-ILK-0002R4            |  | Special Matters Relating to Advance Payments Requirements                                                       |  |                           | 21        | 
|6-1162-ILK-0381 R2           |  | Special Matters Letter Applicable to the 2011 Accelerated Aircraft and the Substitute 767 Freighter Aircraft    |  |                           | 29DELETED | 
|6-1162-ILK-0382              |  | No longer applicable                                                                                            |  |                           | 26        | 
|6-1162-ILK-0383 R1           |  | Aircraft Model Substitution Relating to the 2011 Accelerated Aircraft and the Substitute 767 Freighter Aircraft |  |                           | 26        | 



|          |  |  |  |      
|--------- |  |  |  | -----
|P.A. 2126 |  |  |  | SA-31

[***] This information is
subject to confidential treatment and has been omitted and filed separately with the commission.



---

|                                        |  |                                                                                           |  |  |             |  
|--------------------------------------- |  | ----------------------------------------------------------------------------------------- |  |  | ----------- | -
|                                        |  | SupplementalAgreement (s)                                                                 | 
|RESTRICTED LETTER AGREEMENTS, continued |  |                                                                                           |  | 
|6-1162-ILK-0384 R2                      |  | 16G Seats                                                                                 |  |  | 27          |  
|6-1162-ILK-0385 R2                      |  | Performance Guarantees Relating to the 2011, Accelerated Aircraft, 2012 and 2013 Aircraft |  |  | 31(Art 2.1) |  
|6-1162-ILK-0388                         |  | Option Aircraft  DELETED                                                                 |  |  | 28(Art 6.2  | )
|6-1162-ILK-0412                         |  | Special Matters Relating to Three Aircraft Originally Scheduled to Deliver in 2009        |  |  | 25          |  
|6-1162-ILK-0413                         |  | [***]                                                                                     |  |  | 25          |  
|6-1162-KSW-6423                         |  | Special Matters Letter Applicable to the Incremental Aircraft                             |  |  | 27          |  
|6-1162-KSW-6424                         |  | Aircraft Model Substitution Relating to the Incremental Aircraft                          |  |  | 27          |  
|6-1162-KSW-6456                         |  | Performance Guarantees for Substitute 767 Freighter Aircraft: DELETED                     |  |  | 29          |  
|6-1162-ILK-0450                         |  | Special Matters Letter Applicable to the 2012 Accelerated Aircraft                        |  |  | 29          |  
|6-1162-ILK-0451                         |  | Special Matters Letter Applicable to the 2012 Additional Aircraft                         |  |  | 30          |  
|6-1162-ILK-0451R1                       |  | Special Matters Letter Applicable to the 2012 Additional Aircraft and 2013 Aircraft       |  |  | 31          |  
|LA-1103777                              |  | Seller Purchased Equipment for 2012 Aircraft                                              |  |  | 30          |  
|LA-11033876                             |  | Option Aircraft                                                                           |  |  | 31          |  



|          |  |  |  |      
|--------- |  |  |  | -----
|P.A. 2126 |  |  |  | SA-31

[***] This information is
subject to confidential treatment and has been omitted and filed separately with the commission.



---

Aircraft Information Table No. 14 for 2013 Aircraft

Aircraft Delivery, Description, Price and Advance Payments



|                                                |  |   |               |  |  |                                              |  |  |                       |   |  |                           
|----------------------------------------------- |  | - | ------------- |  |  | -------------------------------------------- |  |  | --------------------- | - |  | --------------------------
|Airframe Model/MTOW:     767-300ER              |  |   | 412000 pounds |  |  | Detail Specification:                        |  |  | D019T001-L(2/10/2010) | * |  |                           
|Engine Model/Thrust:CF6-80C2B6F                 |  |   | 60200 pounds  |  |  | Airframe Price Base Year/Escalation Formula: |  |  | Jul-10                |   |  | ECI-MFG/CPI               
|Airframe Price:                                 |  | $ | 125,875,000   |  |  | Engine Price Base Year/Escalation Formula:   |  |  | Jul-10                |   |  | GE CF6-80 & GE90 (99 rev.)
|Optional Features:                              |  | $ | 7,426,400     |  |  |                                              |  |  |                       |   |  |                           
|                                                |  |   |               |  |  |                                              |  |  |                       |   |  |                           
|Sub-Total of Airframe and Features:             |  | $ | 133,301,400   |  |  | Airframe Escalation Data:                    |  |  |                       |   |  |                           
|                                                |  |   |               |  |  |                                              |  |  |                       |   |  |                           
|Engine Price (Per Aircraft):                    |  | $ | 23,557,799    |  |  | Base Year Index (ECI):                       |  |  | 106.8                 |   |  |                           
|Aircraft Basic Price (Excluding BFE/SPE):       |  | $ | 156,859,199   |  |  | Base Year Index (CPI):                       |  |  | 215.6                 |   |  |                           
|                                                |  |   |               |  |  |                                              |  |  |                       |   |  |                           
|Buyer Furnished Equipment (BFE) Estimate:       |  | $ | 0             |  |  | Engine Escalation Data:                      |  |  |                       |   |  |                           
|                                                |  |   |               |  |  |                                              |  |  |                       |   |  |                           
|Seller Purchased Equipment (SPE) Estimate:      |  | $ | 6,400,000     |  |  | Base Year Index (CPI):                       |  |  | 133.190               |   |  |                           
|Refundable Deposit/Aircraft at Proposal Accept: |  | $ | 0             |  |  |                                              |  |  |                       |   |  |                           



|              |  |                  |  |                            |  |                          |  |                           |  |                                                 |  |                                                                 |  |            |  |                     |  |            
|------------- |  | ---------------- |  | -------------------------- |  | ------------------------ |  | ------------------------- |  | ----------------------------------------------- |  | --------------------------------------------------------------- |  | ---------- |  | ------------------- |  | -----------
|              |  |                  |  |                            |  |                          |  |                           |  |                                                 |  | Advance Payment Per Aircraft(Amts.
Due/Mos. Prior to Delivery):
|Delivery Date |  | NumberofAircraft |  | EscalationFactor(Airframe) |  | EscalationFactor(Engine) |  | ManufacturerSerial Number |  | EscalationEstimate AdvPayment BasePrice Per A/P |  | At Signing1%                                                    |  | 24 Mos.4%  |  | 21/18/12/9/6 Mos.5% |  | Total30%   
|[***]         |  | 1                |  | 1.0499                     |  | 1.098                    |  | 41993                     |  | $172,539,000                                    |  | $1,725,390                                                      |  | $6,901,560 |  | $8,626,950          |  | $51,761,700
|[***]         |  | 1                |  | 1.0555                     |  | 1.106                    |  | 41994                     |  | $173,510,000                                    |  | $1,735,100                                                      |  | $6,940,400 |  | $8,675,500          |  | $52,053,000
|[***]         |  | 1                |  | 1.0619                     |  | 1.115                    |  | 41995                     |  | $174,616,000                                    |  | $1,746,160                                                      |  | $6,984,640 |  | $8,730,800          |  | $52,384,800
|[***]         |  | 1                |  | 1.0638                     |  | 1.118                    |  | 41996                     |  | $174,952,000                                    |  | $1,749,520                                                      |  | $6,998,080 |  | $8,747,600          |  | $52,485,600
|[***]         |  | 1                |  | 1.068                      |  | 1.124                    |  | 41997                     |  | $175,680,000                                    |  | $1,756,800                                                      |  | $7,027,200 |  | $8,784,000          |  | $52,704,000
|Total:        |  | 5                |  |                            |  |                          |  |                           |  |                                                 |  |                                                                 |  |            |  |                     |  |            



|* | This pricing is based on Customer's Aircraft with serial number 37802, block number VS925. This will be revised to reflect Customer's New Configuration.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------



[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

BUYER FURNISHED EQUIPMENT VARIABLES

between

THE
BOEING COMPANY

and

LAN Airlines S.A.

Supplemental Exhibit BFE2

to Purchase Agreement Number PA-2126



|            |  |                    |  |                        
|----------- |  | ------------------ |  | -----------------------
|LAN-PA-2126 |  |                    |  | SA-31                  
|            |  | BOEING PROPRIETARY |  | Supp. Exh. BFE2, Page 1

[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

BUYER FURNISHED EQUIPMENT VARIABLES

relating to

BOEING MODEL 767-316ER AIRCRAFT

This Supplemental Exhibit BFE2 contains supplier selection dates, on-dock dates and other requirements applicable to the Aircraft.



|1. | Supplier Selection.
|-- | -------------------

Customer will:

Select and notify Boeing of the suppliers and part numbers of the following BFE items by the following dates:



|                                  |  |         
|--------------------------------- |  | --------
|                                  | 
|Galley System                     |  | Complete
|                                  | 
|Galley Inserts                    |  | Complete
|                                  | 
|Seats (Suites)                    |  | Complete
|                                  | 
|Seats (F/C, B/C, Premium E/C)     |  | Complete
|                                  | 
|Seats (Economy class)             |  | Complete
|                                  | 
|Overhead & Audio System           |  | Complete
|                                  | 
|In-Seat Video System              |  | Complete
|                                  | 
|Miscellaneous Emergency Equipment |  | Complete



|            |  |                    |  |                        
|----------- |  | ------------------ |  | -----------------------
|LAN-PA-2126 |  |                    |  | SA-31                  
|            |  | BOEING PROPRIETARY |  | Supp. Exh. BFE2, Page 2

[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

|2. | On-dock Dates and Other Information.
|-- | ------------------------------------

Boeing will provide to Customer the BFE Requirements electronically in My Boeing Fleet (MBF), through My Boeing Configuration (MBC). These requirements may be periodically revised, setting
forth the items, quantities, on-dock dates and shipping instructions and other requirements relating to the in-sequence installation of BFE. For planning purposes, preliminary BFE on-dock dates are set forth below:



|                                  |  |                                               |  |       |  |       |  |       |  |      
|--------------------------------- |  | --------------------------------------------- |  | ----- |  | ----- |  | ----- |  | -----
|Item                              |  | Preliminary On-Dock Dates
[Month of Delivery]
|                                  |  | [***]                                         |  | [***] |  | [***] |  | [***] |  | [***]
|Seats                             |  | [***]                                         |  | [***] |  | [***] |  | [***] |  | [***]
|Galleys Furnishings               |  | [***]                                         |  | [***] |  | [***] |  | [***] |  | [***]
|Electronics                       |  | [***]                                         |  | [***] |  | [***] |  | [***] |  | [***]
|Cabin Systems Equipment           |  | [***]                                         |  | [***] |  | [***] |  | [***] |  | [***]
|Miscellaneous/Emergency Equipment |  | [***]                                         |  | [***] |  | [***] |  | [***] |  | [***]
|Textiles/Raw Materials            |  | [***]                                         |  | [***] |  | [***] |  | [***] |  | [***]



|                                  |  |                                               |  |       |  |       |  |       |  |      
|--------------------------------- |  | --------------------------------------------- |  | ----- |  | ----- |  | ----- |  | -----
|Item                              |  | Preliminary On-Dock Dates
[Month of Delivery]
|                                  |  | [***]                                         |  | [***] |  | [***] |  | [***] |  | [***]
|Seats                             |  | [***]                                         |  | [***] |  | [***] |  | [***] |  | [***]
|Galleys Furnishings               |  | [***]                                         |  | [***] |  | [***] |  | [***] |  | [***]
|Electronics                       |  | [***]                                         |  | [***] |  | [***] |  | [***] |  | [***]
|Cabin Systems Equipment           |  | [***]                                         |  | [***] |  | [***] |  | [***] |  | [***]
|Miscellaneous/Emergency Equipment |  | [***]                                         |  | [***] |  | [***] |  | [***] |  | [***]
|Textiles/Raw Materials            |  | [***]                                         |  | [***] |  | [***] |  | [***] |  | [***]



|            |  |                    |  |                        
|----------- |  | ------------------ |  | -----------------------
|LAN-PA-2126 |  |                    |  | SA-31                  
|            |  | BOEING PROPRIETARY |  | Supp. Exh. BFE2, Page 3

[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

|3. | Additional Delivery RequirementsImport.
|-- | ----------------------------------------

Customer will be the importer of record (as defined by the U.S. Customs and Border Protection) for all BFE imported into the United States, and as such, it has the responsibility
to ensure all of Customers BFE shipments comply with U.S. Customs Service regulations. In the event Customer requests Boeing, in writing, to act as importer of record for Customers BFE, and Boeing agrees to such request, Customer is
responsible for ensuring Boeing can comply with all U.S. Customs Import Regulations by making certain that, at the time of shipment, all BFE shipments comply with the requirements in the International Shipment Routing Instructions,
including the Customs Trade Partnership Against Terrorism (C-TPAT), as set out on the Boeing website referenced below. Customer agrees to include the International Shipment Routing Instructions, including C-TPAT requirements, in each contract
between Customer and BFE supplier.

http://www.boeing.com/companyoffices/doingbiz/supplier_portal/index_general.html



|            |  |                    |  |                        
|----------- |  | ------------------ |  | -----------------------
|LAN-PA-2126 |  |                    |  | SA-31                  
|            |  | BOEING PROPRIETARY |  | Supp. Exh. BFE2, Page 2

[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

|     |  |                                                        
|---- |  | -------------------------------------------------------
|LOGO |  | The Boeing Company P.O. Box 3707 Seattle, WA 98124-2207



6-1162-ILK-0451R1

LAN Airlines S.A.

Avenida Presidente Riesco 5711

Piso 19

Las Condes

Santiago, Chile



|           |  |                                                                                                                                                                                                                                          
|---------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Subject:   |  | Special Matters Letter Applicable to the 2012 Additional Aircraft and 2013 Aircraft                                                                                                                                                      
|           | 
|Reference: |  | Purchase Agreement No. 2126 (the Purchase Agreement) between The Boeing Company (Boeing) and LAN Airlines S.A.
(Customer) relating to Model 767-316F, Model 767-38EF and Model 767-316ER aircraft (hereinafter referred to as Aircraft)

This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms
used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement.



|1. | Definitions.
|-- | ------------

1.1
STE when used specifically in relation to any credit memorandum contained in this letter agreement shall mean that the relevant credit memorandum shall be escalated to the month of delivery in the same manner as the
Airframe Price in accordance with the escalation formula reflected in Supplemental Exhibit AE1 2010$ to the Purchase Agreement entitled Escalation adjustment - airframe and optional features.

1.2 Limitations on Use when used in relation to any credit memorandum contained in this letter agreement
shall mean that the applicable credit memorandum may be used for the purchase of Boeing goods and services or applied to the final delivery payment for the Aircraft for which the credit was issued, but that the relevant credit memorandum shall be
prohibited from use for satisfaction of any Advance Payment obligation.

1.3 2012 Additional
Aircraft shall mean each or all three, as the case may be, of the three 767-316ER Aircraft (as previously defined in Supplemental Agreement No. 30 to the Purchase Agreement) scheduled for delivery in [***].

1.4 2013 Aircraft shall mean each or all five, as the case may be, of the five 767-316ER Aircraft
(as previously defined in [***], respectively.



[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

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LAN Airlines S.A.

6-1162-ILK-0451R1



1.5 Table 13 shall mean the table entitled Aircraft Information Table 767-316ER Aircraft  2010 $as revised.

1.6 Table 14 shall mean the table entitled Aircraft Information Table 767-316ER 2013 Aircraft  2010
$as revised



|2. | Export License.
|-- | ---------------

Customer
understands and confirms that it is Customers responsibility to obtain any required Export License from the relevant U.S. authority. Without accepting any liability for any failure to do so, Boeing will use reasonable endeavors to alert
Customer to any regulatory changes of which Boeing becomes aware and which require Customer to obtain such Export License.



|3. | Warranty Modification.
|-- | ----------------------

Notwithstanding paragraph 3.2 of Part 2 of Exhibit C to the AGTA, Boeing agrees that the warranty period for a Corrected Boeing Product
resulting from a defect in material or workmanship is 6 months or the remainder of the initial warranty period, whichever is longer.



|4. | Credit Memoranda for the 2012 Additional Aircraft and 2013 Aircraft.
|-- | --------------------------------------------------------------------

4.1 Subject to Customers adherence to the Limitations on Use, Boeing will provide the Customer with a credit memorandum concurrently with the delivery of each 2012 Additional Aircraft and 2013
Aircraft, in description and amount which is identified in the credit memoranda table below.



|                                                                                             |  |                                                  
|-------------------------------------------------------------------------------------------- |  | -------------------------------------------------
|Credit Memoranda Exclusive to the 2012 Additional
Aircraft and the 2013 Aircraft             |  | Concession Stated asa Percentage ofAirframe Price
|Incentive Basic Credit Memorandum, STE                                                       |  | [***]                                            
|Incremental Aircraft Credit Memorandum, STE                                                  |  | [***]                                            
|Total Table 4.1 Credit Memoranda Exclusive to the
2012 Additional Aircraft and 2013 Aircraft |  | [***]                                            



|                                                                 |  |  |  |      
|---------------------------------------------------------------- |  |  |  | -----
|P.A. No. 2126                                                    |  |  |  | SA-31
|Special Matters Letter: 2012 Additional Aircraft & 2013 Aircraft |  | 

BOEING PROPRIETARY

[***] This information is subject to confidential treatment and has been omitted and filed separately with the commission.



---



LOGO

LAN Airlines S.A.

6-1162-ILK-0451R1



4.2 Subject to Customers adherence to the Limitations on Use, Boeing will provide Customer with a goods and services credit memorandum at the time of definitive agreement signing of SA-30 in the
total amount of [***].

4.3 Subject to Customers adherence to the Limitations on Use, Boeing will provide Customer with
a goods and services credit memorandum [***].



|5. | Deferred Advance Payments for 2012 Additional Aircraft and 2013 Aircraft.
|-- | -------------------------------------------------------------------------

5.1 The parties agree that, in respect of each 2012 Additional Aircraft and 2013 Aircraft, Customer may elect a [***] deferred advance payment schedule as shown below (the Deferred Advance Payment
Schedule Applicable for the 2012 Additional Aircraft and 2013 Aircraft) in lieu of the standard advance payment schedule set forth in Article 4.2 of the Purchase Agreement and in Table 13 and Table 14, as applicable, (the Standard Advance Payment
Schedule). Customer has elected the [***] schedule for its 2012 Additional Aircraft and 2013 Aircraft.



|                     |  |                                                                              
|-------------------- |  | -----------------------------------------------------------------------------
|Due Date of Payment* |  | Amount Due per Aircraft (percentage of
Aircrafts Advance Payment Base Price)
|[***]                |  | [***]                                                                        
|[***]                |  | [***]                                                                        
|[***]                |  | [***]                                                                        
|[***]                |  | [***]                                                                        
|[***]                |  | [***]                                                                        
|[***]                |  | [***]                                                                        
|[***]                |  | [***]                                                                        
|[***]                |  | [***]                                                                        

|* | - unless otherwise indicated, refers to the number of months prior to the first day of the scheduled delivery month of the Aircraft.
|- | ------------------------------------------------------------------------------------------------------------------------------------

5.2 The parties agree that Customer will pay interest to Boeing on the difference between the payments made pursuant to the Article 5.1
Deferred Advance Payment Schedule Applicable to the 2012 Additional Aircraft and 2013 Aircraft and the amount which would otherwise have been payable to Boeing under the Standard Advance Payment Schedule. Such interest shall accrue from and
including the date on which such payments would have been due if there were no deferral up to the but excluding the date on which such amounts are paid in full. The rate used to calculate such interest shall be



|                                                                 |  |  |  |      
|---------------------------------------------------------------- |  |  |  | -----
|P.A. No. 2126                                                    |  |  |  | SA-31
|Special Matters Letter: 2012 Additional Aircraft & 2013 Aircraft |  | 

BOEING PROPRIETARY

[***] This information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

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LAN Airlines S.A.

6-1162-ILK-0451R1



the three-month London Interbank Offered Rate (LIBOR) as set forth in The Wall Street Journal, US edition, [***]. The effective rate will be the rate in effect on the first business day of
the calendar quarter in which the advance payment was initially deferred, and will be reset every calendar quarter. Interest on unpaid amounts will be calculated using a 360 day year, and compounded quarterly.



|6. | Delivery Flexibility for 2013 Aircraft.
|-- | ---------------------------------------

Boeing reserves the right to accelerate or delay the delivery months by up to [***]. Boeing must exercise the right by providing written notice to Customer on or before eighteen (18) months prior to
the delivery month.



|7. | 16G Compliant Seats for the 2013 Aircraft.
|-- | ------------------------------------------

The parties agree that both the New Configuration and the Alternate Configuration (if selected by the Customer for any of the specified 2013 Aircraft) comply with enacted RIN 2120-AC84, Improved Seats in
Air Carrier Transport Category Airplanes. Accordingly, Letter Agreement 6-1162-ILK-0384R2 does not apply to any of the 2013 Aircraft.



|8. | SPE Fee Clarification.
|-- | ----------------------

The fee charged in Article 1.2.1 of Letter Agreement 1103776 entitled Seller Purchased Equipment (SPE) for 2012 Aircraft shall not apply
to the 2013 Aircraft. For the avoidance of doubt, Boeing will [***]. Customer requested changes to the SPE after execution of this Letter Agreement shall be made by Customer in writing directly to Boeing for approval and for coordination by Boeing
with the SPE supplier. Any Customer initiated change to the configuration of the Aircraft shall be subject to price and offerability through Boeing's master change or other process for amendment of the Purchase Agreement including an SPE charge
equal to [***] of the SPE cost. Notwithstanding any of the preceding, the parties agree that the aggregate amount for the SPE fee shall not exceed [***] without written mutual agreement.



|9. | Assignment.
|-- | -----------

Any
assignment by Customer of any benefits, entitlements, or services described in this Letter Agreement requires Boeing's prior written consent. Further, Customer will not reveal to any third party the amount of the credit memoranda provided to
Customer by Boeing without Boeings prior written consent and subject to such circumstances as Boeing may reasonably require.



|                                                                 |  |  |  |      
|---------------------------------------------------------------- |  |  |  | -----
|P.A. No. 2126                                                    |  |  |  | SA-31
|Special Matters Letter: 2012 Additional Aircraft & 2013 Aircraft |  | 

BOEING PROPRIETARY

[***] This information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

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LAN Airlines S.A.

6-1162-ILK-0451R1



Boeing will not unreasonably withhold consent to Customers request to assign, as security, rights in the Purchase Agreement if done for purposes of obtaining financing or for such other purpose
consistent with fulfilling its obligations under the Purchase Agreement. Boeings consent will be conditioned on all parties accepting Boeings customary conditions for consenting to an assignment, including, but not limited to, the
following: assignor and assignee indemnification of Boeing for any actions taken by an assignee under any assignment agreement; Boeings right to exercise the manufacturers option to assume Customers rights under the Purchase
Agreement in the event of a default under an assignment agreement; and confidentiality. A Party that is



| | i. | bound by a customary confidentiality agreement;
| | -- | -----------------------------------------------



| | ii. | neither an airplane manufacturer nor an airline; and
| | --- | ----------------------------------------------------



| | iii. | responding to a Customer request for proposals to provide financing of Aircraft pursuant to the Purchase Agreement, including pre-delivery payment financing
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

shall be deemed a Financing Party.

Without Boeings consent, Customer may represent to any Financing Party that Boeing will provide to that Financing Party,
concurrently with the delivery of each of the Aircraft to that Financing Party, a financier credit memorandum equal to



| | (a) | Concession ceiling for the passenger aircraft: [***]
| | --- | ----------------------------------------------------



| | (b) | Concession ceiling for the freighter aircraft: [***]
| | --- | ----------------------------------------------------

escalated to the month of delivery in the same manner as the Airframe Price as described in Supplemental Exhibit AE1 2010$ and in conformance with terms and conditions of this Letter Agreement. Insofar as
such Financing Party is concerned, this Financier Credit Memorandum shall be in lieu of any other provision in the Letter Agreement. When the Customer identifies a Financing Party and the preliminary terms of an assignment under which pre-delivery
payment financing or aircraft purchase financing could be provided, at Customers request, Boeing agrees to enter into discussions with the Customer to consider whether an additional credit memorandum can be assigned, with the goal of helping
Customer obtain third-party financing.



|                                                                 |  |  |  |      
|---------------------------------------------------------------- |  |  |  | -----
|P.A. No. 2126                                                    |  |  |  | SA-31
|Special Matters Letter: 2012 Additional Aircraft & 2013 Aircraft |  | 

BOEING PROPRIETARY

[***] This information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

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LAN Airlines S.A.

6-1162-ILK-0451R1



Boeing will consent to any reasonable request by Customer to assign the Purchase Agreement to an affiliate provided that Boeing is provided with an adequate guarantee of performance of all obligations
under this Purchase Agreement and in a form reasonably satisfactory to Boeing.

Customer understands that Boeing is not
required under any circumstances to consent to an assignment that would constitute a novation.

The foregoing provisions are
intended to supplement, and not to supersede, the assignment provisions of the AGTA, which address delivery date and post-delivery assignments, merger-type assignments, and other matters.



|10. | Confidentiality.
|--- | ----------------

Boeing
and Customer understand that the commercial and financial information contained in this Letter Agreement is considered by the parties as confidential (Confidential Information) and both agree not to disclose such Confidential
Information except as provided herein. In addition to the parties respective officers, directors and employees who need to know the Confidential Information and who understand the obligation to keep it confidential, the parties may disclose
Confidential Information (1) to the extent required by law and (2) to its agents, auditors and advisors who need to know the Confidential Information for purposes of enabling each party to understand, perform its obligations under, or
receive the benefits of, this Letter Agreement and who have agreed not to use or disclose the Confidential Information for any other purpose without the other partys prior written consent. In the event that a party concludes that disclosure of
Confidential Information contained in this Letter Agreement is required by applicable law, the party will so advise the other party promptly in writing and endeavor to protect the confidentiality of such Confidential Information to the widest extent
possible. In the event of a legal dispute with Boeing, nothing herein will preclude Customer from sharing with its legal counsel information necessary for purposes of enabling counsel to advise or represent Customer provided that so long as Customer
causes its legal counsel to maintain the confidentiality of information that is the subject of this Article. Except as provided in the assignment provisions of Article 7 of Letter Agreement 6-1162-KSW-6423 entitled Special Matters Applicable
to the Incremental Aircraft; Article 21 of Letter Agreement 6-1162-LAJ-0895R6 entitled Business Considerations; Article 8 of Letter Agreement 6-1162-ILK-0381R2 entitled Special Matters Letter Applicable to the 2011
Accelerated Aircraft; Article 9 of Letter Agreement 6-1162-ILK-0412 entitled Special Matters Relating to Three Aircraft Originally



|                                                                 |  |  |  |      
|---------------------------------------------------------------- |  |  |  | -----
|P.A. No. 2126                                                    |  |  |  | SA-31
|Special Matters Letter: 2012 Additional Aircraft & 2013 Aircraft |  | 

BOEING PROPRIETARY

[***] This information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

LOGO

LAN Airlines S.A.

6-1162-ILK-0451R1



Scheduled to Deliver in 2009; Article 6 of Letter Agreement 6-1162-ILK-0450 entitled Special Matters Letter Applicable to the 2012 Accelerated Aircraft; Article 6 of Letter
Agreement 6-1162-ILK-0451 entitled Special Matters Applicable to the 2012 Additional Aircraft and Article 7 herein, Customer will not disclose this Letter Agreement for purposes of financing payments without the prior written consent of Boeing,
which consent will be provided once the financier enters into a Non Disclosure Agreement with Boeing in form and substance reasonably satisfactory to Boeing, which will include agreeing not to disclose or use Confidential Information except for the
purpose set forth herein. This provision shall not apply to any Confidential Information that is in the public domain except that a party will be liable to the other for breach of its obligations under this provision if the Confidential Information
entered the public domain as a consequence of a wrongful act or omission on its part.

The Purchase Agreement shall be deemed
amended to the extent herein provided and as amended shall continue in full force and effect.

Very truly yours,

THE BOEING COMPANY

Original signed by

By:

Ms. Irma L. Krueger

Its:
                Attorney-In-Fact





|                                                                 |  |  |  |      
|---------------------------------------------------------------- |  |  |  | -----
|P.A. No. 2126                                                    |  |  |  | SA-31
|Special Matters Letter: 2012 Additional Aircraft & 2013 Aircraft |  | 

BOEING PROPRIETARY

[***] This information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

LOGO

LAN Airlines S.A.

6-1162-ILK-0451R1



If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated herein, please indicate your acceptance,
agreement and approval.

ACCEPTED AND AGREED TO this10thday of May of 2011.

LAN AIRLINES S.A.

Original signed by

By:

Roberto
Alvo

Its: Senior VP Corporate Planning & Development

Original signed by

By:

Armando
Valvieso

Its:                 Gerente General de
Pasajeros



|                                                                 |  |  |  |      
|---------------------------------------------------------------- |  |  |  | -----
|P.A. No. 2126                                                    |  |  |  | SA-31
|Special Matters Letter: 2012 Additional Aircraft & 2013 Aircraft |  | 

BOEING PROPRIETARY

[***] This information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

LAN-2126-LA-1103876

LAN Airlines S.A.

Avenida Presidente Riesco 5711

Piso 19

Las Condes

Santiago, Chile



|           |  |                                                                                                                                                                                                          
|---------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|           | 
|Subject:   |  | Option Aircraft                                                                                                                                                                                          
|           | 
|Reference: |  | Purchase Agreement No. 2126 (Purchase Agreement) between The Boeing Company (Boeing) and LAN  Airlines S.A. (Customer) relating to
Model 767-316F, Model 767-38EF and Model 767-316ER aircraft (Aircraft)

This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms
used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.



|4. | Right to Purchase Option Aircraft.
|-- | ----------------------------------

Subject to the terms and conditions contained in this Letter Agreement, in addition to the 2013 Aircraft, Customer will have the option to purchase additional Model 767-316ER aircraft as option
aircraft (Option Aircraft).



|5. | Delivery.
|-- | ---------

The number of
aircraft and delivery quarters are listed in Attachment 1 to this Letter Agreement. The delivery month within the quarter will be identified at option exercise. Boeing will provide Customer with delivery month information for each aircraft in
Attachment 1 to this Letter Agreement [***].



|6. | Configuration.
|-- | --------------

6.1
Subject to the provisions of Article 3.2, below, the configuration for the Option Aircraft will be the Detail Specification for model 767-316ER aircraft at the revision level in effect at the time of Definitive Agreement. Such Detail
Specification will be revised to include (i) changes applicable to the basic Model 767-300ER which are developed by Boeing between the date of the Detail Specification and the signing of the definitive agreement to purchase the Option Aircraft,
(ii) changes required to obtain required regulatory certificates, and (iii) other changes as mutually agreed.

6.2
Boeing reserves the right to configure the Option Aircraft starting from a different configuration specification, provided that it can achieve the same configuration which would result pursuant to the provisions of Article 3.1 provided,
however, that there is no adverse economic impact for the Customer.



|7. | Price.
|-- | ------

7.1 The Airframe
Price, Engine Price, Optional Features Prices, and Aircraft Basic Price for each of the Option Aircraft shall be determined in accordance with the



[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

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6-1162-ILK-0451R1



provisions of the Purchase Agreement using Boeings then current prices as of the date of execution of the Definitive Agreement. Since the Option Exercise Date for all Option Aircraft is
July 1, 2010, all the Option Aircraft will be priced in 2010 dollars.

7.2 The Airframe Price, Engine Price, Optional
Features Prices, and Aircraft Basic Price for each of the Option Aircraft shall be adjusted in accordance with the terms set forth in Article 2.1.5 (Escalation Adjustment) of the AGTA.

7.3 The Advance Payment Base Price shall be developed in accordance with the terms of the Purchase Agreement and determined at the time
of Definitive Agreement.



|8. | Business Considerations for Option Aircraft.
|-- | --------------------------------------------

The Option Aircraft will receive the same business considerations as the 2013 Aircraft which are from Letter Agreement 6-1162-ILK-0451R1 paragraph 4.1 the [***] Table 4.1 Credit Memoranda and from
paragraph 4.3 the [***] per Option Aircraft goods and services credit memorandum.



|9. | Payment.
|-- | --------

9.1 Customer
will pay a non-refundable option deposit to Boeing [***] per Option Aircraft (Option Deposit) on the date of execution of this Letter Agreement. This Option Deposit has been reduced from [***] standard option deposit because Customer has
accepted the Boeing Call Rights discussed in paragraph 8 below and the Delivery Flexibility for 2013 Aircraft in paragraph 6 of Letter Agreement 6-1162-ILK-0451R1. The Option Deposit will be credited against the first advance payment due. If
Customer does not exercise an option, Boeing will retain the Option Deposit for that Option Aircraft.

9.2 At Definitive
Agreement for the Option Aircraft, advance payments will be payable as specified in the Purchase Agreement. The remainder of the Aircraft Price for the Option Aircraft will be paid at the time of delivery.

9.3 For the avoidance of doubt, if Customer exercises its rights in an Option Aircraft, then Customer may elect a [***] deferred advance
payment schedule specified in Article 5.2 of Letter Agreement 6-1162-ILK-0451R1 entitled Special Matters Letter Applicable to the 2012 Additional Aircraft and 2013 Aircraft for each such Option Aircraft.





|                                                                 |  |  |  |      
|---------------------------------------------------------------- |  |  |  | -----
|P.A. No. 2126                                                    |  |  |  | SA-31
|Special Matters Letter: 2012 Additional Aircraft & 2013 Aircraft |  | 

BOEING PROPRIETARY

[***] This information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

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LAN Airlines S.A.

6-1162-ILK-0451R1





|10. | Option Exercise.
|--- | ----------------

10.1
Customer may exercise an option by giving written notice to Boeing on or before the [***]. (Option Exercise Date).

10.2 If Boeing must make production decisions which are dependent on Customer's exercising an option earlier than the Option Exercise
Date, Boeing may accelerate the Option Exercise Date and/or the delivery date for the Option Aircraft subject to Customer's agreement. If Boeing and Customer fail to agree to a revised Option Exercise Date and/or delivery date, either party may
terminate the option and Boeing will refund to Customer, without interest, any Option Deposit and advance payments, if any, received by Boeing with respect to the terminated Option Aircraft.



|11. | Boeing Call Rights.
|--- | -------------------

11.1
The Option Aircraft delivery dates identified in the Attachment are subject to a call notice by Boeing (Call Options). At any time prior to the Option Exercise Date for such Call Options, Boeing may provide to Customer written notice that
such Call Option(s) must be exercised by Customer within thirty (30) days of Boeings written notice. Should Customer not exercise its option within such thirty (30) days of Boeings written notice, Boeing may terminate the
option and refund to Customer, without interest, any deposit and advance payments, if any, received by Boeing with respect to the terminated Option Aircraft.

11.2 Boeing shall only have the right to issue a call notice for the Call Options when it has reason to believe that such delivery positions for such Call Options will be purchased by another customer as
a firm sale. In consideration for this call right, the Option Deposit for such Call Options is reduced as reflected in the Attachment.



|12. | Definitive Agreement.
|--- | ---------------------

Following Customers exercise of an option and Boeings confirmation of delivery positions Boeing and Customer will use their
best efforts to reach a definitive agreement for the purchase of an Option Aircraft (Definitive Agreement) within sixty (60) calendar days of such exercise. The Definitive Agreement will include the provisions of the



|                                                                 |  |  |  |      
|---------------------------------------------------------------- |  |  |  | -----
|P.A. No. 2126                                                    |  |  |  | SA-31
|Special Matters Letter: 2012 Additional Aircraft & 2013 Aircraft |  | 

BOEING PROPRIETARY

[***] This information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

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LAN Airlines S.A.

6-1162-ILK-0451R1



Purchase Agreement as modified to reflect the provisions of this Letter Agreement. In the event the parties have not entered into a Definitive Agreement within sixty (60) days following
option exercise, either party may terminate the option to purchase such Option Aircraft by giving written notice to the other within five (5) days. If Customer and Boeing fail to enter into the Definitive Agreement, Boeing will retain the
Option Deposit for that Option Aircraft and shall have no further obligation with respect to that Option Aircraft.



|13. | Assignment.
|--- | -----------

Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided
to Customer in consideration of Customers becoming the operator of the 2013 Aircraft and cannot be assigned in whole or, in part.



|14. | Confidential Treatment.
|--- | -----------------------

Boeing and Customer understand that the commercial and financial information contained in this Letter Agreement is considered by the
parties as confidential (Confidential Information) and both agree not to disclose such Confidential Information except as provided herein. In addition to the parties respective officers, directors and employees who need to
know the Confidential Information and who understand the obligation to keep it confidential, the parties may disclose Confidential Information (1) to the extent required by law and (2) to its agents, auditors and advisors who need to know
the Confidential Information for purposes of enabling each party to understand, perform its obligations under, or receive the benefits of, this Letter Agreement and who have agreed not to use or disclose the Confidential Information for any other
purpose without the other partys prior written consent. In the event that a party concludes that disclosure of Confidential Information contained in this Letter Agreement is required by applicable law, the party will so advise the other party
promptly in writing and endeavor to protect the confidentiality of such Confidential Information to the widest extent possible. In the event of a legal dispute with Boeing, nothing herein will preclude Customer from sharing with its legal counsel
information necessary for purposes of enabling counsel to advise or represent Customer provided that so long as Customer causes its legal counsel to maintain the confidentiality of information that is the subject of this Article. Except as provided
in the assignment provisions of Article 7 of Letter Agreement 6-1162-KSW-6423 entitled Special Matters Applicable to the Incremental Aircraft; Article 21 of Letter Agreement 6-1162-LAJ-0895R6 entitled Business Considerations;
Article 8 of Letter Agreement 6-1162-ILK-0381R2 entitled Special Matters Letter Applicable to the 2011 Accelerated Aircraft; Article 9 of Letter Agreement 6-1162-ILK-0412 entitled Special Matters Relating to



|                                                                 |  |  |  |      
|---------------------------------------------------------------- |  |  |  | -----
|P.A. No. 2126                                                    |  |  |  | SA-31
|Special Matters Letter: 2012 Additional Aircraft & 2013 Aircraft |  | 

BOEING PROPRIETARY

[***] This information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

LOGO

LAN Airlines S.A.

6-1162-ILK-0451R1



Three Aircraft Originally Scheduled to Deliver in 2009; Article 6 of Letter Agreement 6-1162-ILK-0450 entitled Special Matters Letter Applicable to the 2012 Accelerated
Aircraft; Article 6 of Letter Agreement 6-1162-ILK-0451 entitled Special Matters Applicable to the 2012 Additional Aircraft and Article 7 of Letter Agreement 6-1162-ILK-0451R1 entitled Special Matters Applicable to the 2012 Additional
Aircraft and 2013 Aircraft, Customer will not disclose this Letter Agreement for purposes of financing payments without the prior written consent of Boeing, which consent will be provided once the financier enters into a Non Disclosure
Agreement with Boeing in form and substance reasonably satisfactory to Boeing, which will include agreeing not to disclose or use Confidential Information except for the purpose set forth herein. This provision shall not apply to any Confidential
Information that is in the public domain except that a party will be liable to the other for breach of its obligations under this provision if the Confidential Information entered the public domain as a consequence of a wrongful act or omission on
its part.

Very truly yours,

THE
BOEING COMPANY

Original signed by

By:

Ms. Irma L. Krueger

Its:
          Attorney-In-Fact

If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated herein, please indicate your acceptance, agreement and approval.

ACCEPTED AND AGREED TO this 10thday of May of 2011.

LAN AIRLINES S.A.





|                                                                 |  |  |  |      
|---------------------------------------------------------------- |  |  |  | -----
|P.A. No. 2126                                                    |  |  |  | SA-31
|Special Matters Letter: 2012 Additional Aircraft & 2013 Aircraft |  | 

BOEING PROPRIETARY

[***] This information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

LOGO

LAN Airlines S.A.

6-1162-ILK-0451R1



Original signed by

By:

Roberto
Alvo

Its: Senior VP Corporate Planning & Development

Original signed by

By:

Armadno
Valdivieso

Its: Gerente General de Pasajeros



|                                                                 |  |  |  |      
|---------------------------------------------------------------- |  |  |  | -----
|P.A. No. 2126                                                    |  |  |  | SA-31
|Special Matters Letter: 2012 Additional Aircraft & 2013 Aircraft |  | 

BOEING PROPRIETARY

[***] This information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

Attachment 1 to Letter Agreement 1103876

767-316ER Option Aircraft Delivery, Description, Price and Advance Payments



|                                            |  |               |              |  |                       |                                             |                         |         |  |                          
|------------------------------------------- |  | ------------- | ------------ |  | --------------------- | ------------------------------------------- | ----------------------- | ------- |  | -------------------------
|Airframe Model/MTOW:       767-300ER        |  | 412000 pounds |              |  | Detail Specification: |                                             | D019T001-L (2/10/2010)* |         | 
|Engine Model/Thrust:            CF6-80C2B6F |  |               | 60200 pounds |  |                       | Airframe Price BaseYear/Escalation Formula: |                         | Jul-10  |  | ECI-MFG/CPI              
|Airframe Price:                             |  | $             | 125,875,000  |  |                       | Engine Price BaseYear/Escalation Formula:   |                         | Jul-10  |  | GE CF6-80 &GE90 (99 rev.)
|Optional Features:                          |  | $             | 7,426,400    |  |                       |                                             |                         |         |  |                          
|                                            |  |               |              |  |                       |                                             |                         |         |  |                          
|Sub-Total of Airframe and Features:         |  | $             | 133,301,400  |  |                       | Airframe Escalation Data:                   |                         |         |  |                          
|                                            |  |               |              |  |                       |                                             |                         |         |  |                          
|Engine Price (Per Aircraft):                |  | $             | 23,557,799   |  |                       | Base Year Index (ECI):                      |                         | 106.8   |  |                          
|Aircraft Basic Price (Excluding BFE/SPE):   |  | $             | 156,859,199  |  |                       | Base Year Index (CPI):                      |                         | 215.6   |  |                          
|                                            |  |               |              |  |                       |                                             |                         |         |  |                          
|Buyer Furnished Equipment (BFE) Estimate:   |  | $             | 0            |  |                       | Engine Escalation Data:                     |                         |         |  |                          
|Seller Purchased Equipment (SPE) Estimate:  |  | $             | 6,400,000    |  |                       | Base Year Index (CPI):                      |                         | 133.190 |  |                          
|Nonrefundable Option Deposit:               |  | $             | 790,000      |  |                       |                                             |                         |         |  |                          



|              |  |                  |   |  |                            |  |        |                          |  |  |                                                 |  |  |   |             |                                                                 |  |  |           |   |         |                     |  |   |           |  |  |   |           |  |  |   |            | 
|------------- |  | ---------------- | - |  | -------------------------- |  | ------ | ------------------------ |  |  | ----------------------------------------------- |  |  | - | ----------- | --------------------------------------------------------------- |  |  | --------- | - | ------- | ------------------- |  | - | --------- |  |  | - | --------- |  |  | - | ---------- | 
|              |  |                  |   |  |                            |  |        |                          |  |  |                                                 |  |  |   |             | Advance Payment Per Aircraft(Amts. Due/Mos. Prior to Delivery): | 
|Delivery Date |  | NumberofAircraft |   |  | EscalationFactor(Airframe) |  |        | EscalationFactor(Engine) |  |  | EscalationEstimate AdvPayment BasePrice Per A/P |  |  |   |             | At Signing1%                                                    |  |  | 24 Mos.4% |   |         | 21/18/12/9/6Mos. 5% |  |   | Total30%  | 
|[***]         |  |                  | 1 |  |                            |  | 1.0555 |                          |  |  | 1.106                                           |  |  | $ | 173,510,000 |                                                                 |  |  |           | $ | 945,100 |                     |  | $ | 6,940,400 |  |  | $ | 8,675,500 |  |  | $ | 52,053,000 | 
|[***]         |  |                  | 1 |  |                            |  | 1.068  |                          |  |  | 1.124                                           |  |  | $ | 175,680,000 |                                                                 |  |  |           | $ | 966,800 |                     |  | $ | 7,027,200 |  |  | $ | 8,784,000 |  |  | $ | 52,704,000 | 
|[***]         |  |                  | 1 |  |                            |  | 1.068  |                          |  |  | 1.124                                           |  |  | $ | 175,680,000 |                                                                 |  |  |           | $ | 966,800 |                     |  | $ | 7,027,200 |  |  | $ | 8,784,000 |  |  | $ | 52,704,000 | 
|[***]         |  |                  | 1 |  |                            |  | 1.0731 |                          |  |  | 1.132                                           |  |  | $ | 176,581,000 |                                                                 |  |  |           | $ | 975,810 |                     |  | $ | 7,063,240 |  |  | $ | 8,829,050 |  |  | $ | 52,974,300 | 
|Total:        |  |                  | 4 |  |                            |  |        |                          |  |  |                                                 |  |  |   |             |                                                                 |  |  |           |   |         |                     |  |   |           |  |  |   |           |  |  |   |            | 



|Notes: | The midmonth of each quarter was used for pricing purposes. When an Option is exercised, the delivery month within the quarter will be assigned.
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------

|* | [***].
|- | ------

|* | Pricing has been based on Customer's Aircraft serial number 37802, block number VS925. This will be revised to reflect Customer's New Configuration.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------



[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

Exhibit 4.2.5



Supplemental Agreement No. 32
(SA-32)

to

Purchase Agreement No. 2126

between

THE BOEING COMPANY

and

LAN AIRLINES S.A.

Relating to Boeing Model 767-316ER, Model 767-38EF and Model 767-316F Aircraft

THIS SUPPLEMENTAL AGREEMENT, entered into as of the_22ndday of December 2011, by and between THE BOEING COMPANY, a Delaware
corporation (hereinafter called Boeing), and LAN Airlines S.A., a Chilean corporation (hereinafter called Customer);

W I T N E S S E T H:

WHEREAS, the parties entered into that certain Purchase Agreement No. 2126, dated as of January 30, 1998 relating to the
purchase and sale of Boeing Model 767-316ER, Model 767-38EF, and Model 767-316F aircraft (hereinafter referred to as Aircraft) which agreement, as amended and supplemented, together with all tables, exhibits, supplemental
exhibits and specifications and letter agreements related or attached thereto by Supplemental Agreements No. 1 through No. 31, is hereinafter called the Purchase Agreement;

WHEREAS, Customer and Boeing desire to amend the Purchase Agreement to exercise two (2) 767-316ER Option Aircraft to two
(2) firm 767-316ER Aircraft with scheduled delivery months of [***] (hereinafter referred to as 2013 Additional Aircraft);

WHEREAS, Customer and Boeing desire to amend the Purchase Agreement to terminate the two (2) remaining 767-316ER Option Aircraft and transfer the Option Deposits for the total four (4) 767-316ER
Option Aircraft to the Advance Payments due for the 2013 Additional Aircraft, described above;

WHEREAS, Customer and Boeing
desire to amend the Purchase Agreement to reflect the updated configuration for thirteen (13) firm Aircraft;



|          |  |   |  |      
|--------- |  | - |  | -----
|P.A. 2126 |  | 1 |  | SA-32

BOEING PROPRIETARY

[***] This information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

Exhibit 4.2.5



WHEREAS, Customer and Boeing have agreed to replace Table 2
787-8 aircraft with Table 6 787-8 aircraft in Supplemental Agreement No. 3 to the Purchase Agreement 3256; and

WHEREAS,
Customer and Boeing have agreed to amend the Purchase Agreement to incorporate the above changes;

NOW THEREFORE, in
consideration of the mutual covenants herein contained, the parties hereto agree to amend the Purchase Agreement as follows:

1. Table of
Contents, Articles, Tables, Exhibits and Supplemental Exhibits:

1.1. Table of Contents. The Table of
Contents to the Purchase Agreement is deleted in its entirety and a new Table of Contents, is attached hereto to reflect the changes made by this Supplemental Agreement 32.

1.2. Revision of Table 13. Aircraft Information Table 13 for 2012 Aircraft is deleted in its entirety and replaced
with a new Table 13 Aircraft Information for 2012 AircraftSA32 to reflect Aircraft configuration of Exhibit A-13, which is a new interior with 30 Contour business class seats and 191 BE Aerospace economy class seats and Panasonic
in-flight entertainment equipment (New Configuration).

1.2.1. For clarification purposes,
the new Table 13 Aircraft in this SA-32 to the Purchase Agreement includes the three (3) 2012 Accelerated Aircraft as defined in SA-29 and the three (3) 2012 Additional Aircraft as defined in SA-30 to the Purchase Agreement
(2012 Aircraft).

1.3. Revision of Table 14. Aircraft Information Table 14 for
2013 Aircraft is deleted in its entirety and replaced with a new Table 14 Aircraft Information for 2013 AircraftSA32 to reflect the New Configuration and add the 2013 Additional Aircraft.

1.3.1. For clarification purposes, the new Table 14 Aircraft in this SA-32 to the Purchase Agreement includes the five (5) 2013
Aircraft as defined in SA-31 and the two (2) 2013 Additional Aircraft defined in this SA-32 to the Purchase Agreement.

1.4. Exhibit A-13 Aircraft Configuration. Exhibit A-l3 provides the aircraft configuration for new Table 13 and new
Table 14 Aircraft and reflects thirty (30) Contour business class seats, one hundred ninety-one (191) BE Aerospace economy class seats and Panasonic EX2 in-flight entertainment equipment.



|          |  |   |  |      
|--------- |  | - |  | -----
|P.A. 2126 |  | 2 |  | SA-32

BOEING PROPRIETARY

[***] This information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

Exhibit 4.2.5



1.5. Revision of Supplemental Exhibit BFE2. BFE
Variables is revised to add the BFE preliminary on-dock dates for the 2013 Additional Aircraft.

2. Restricted Letter Agreement.

2.1. Letter Agreement 6-1162-ILK-0385 R2 entitled Performance Guarantees Relating to the 2011 Accelerated Aircraft, 2012
and 2013 Aircraft is deleted in its entirety and replaced with 6-1162-ILK-0385R3 Performance Guarantees Relating to the 2011 Aircraft, 2012 Aircraft, 2013 Aircraft and 2013 Additional Aircraft to clearly define the Aircraft in the
cover letter and to correct references to other Letter Agreements included in the confidentiality paragraph.



| | 2.1.1. | For avoidance of doubt, the content of the Attachment to Letter Agreement 6-1162-ILK-0385R3 is unchanged from SA-27, only the Letter Agreement reference has been
updated to reflect the current revision.
| | ------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

2.2 Letter Agreement 6-1162-ILK-451R1 entitled Special Matters
Letter Applicable to the 2012 Additional Aircraft is revised to provide the terms and conditions, including the economic considerations, applicable to each 2013 Aircraft and 2013 Additional Aircraft. The revised Letter Agreement,
6-1162-ILK-451R2 and with its Attachment A, is attached hereto.

2.3 Letter Agreement LA-1103876 entitled Option
Aircraft is no longer applicable and is deleted in its entirety in this SA-32.

3. Payment Due at Effective Date of this Supplemental
Agreement.

To effect the implementation of this SA-32, payments to Boeing are due by Customer. Customer has elected the
[***] deferred schedule shown in Letter Agreement 6-1162-ILK-0451R2 paragraph 5.1.

[***].

Therefore, [***] is owed by Customer to Boeing at signing of this SA-32.

4. Confidentiality.

Boeing and Customer understand that the commercial and
financial information contained in this Supplemental Agreement is considered by the parties as confidential (Confidential Information) and both agree not to disclose such Confidential Information



|          |  |   |  |      
|--------- |  | - |  | -----
|P.A. 2126 |  | 3 |  | SA-32

BOEING PROPRIETARY

[***] This information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

Exhibit 4.2.5



except as provided herein. In addition to the parties respective officers, directors and employees who need to know the Confidential Information and who understand the obligation to keep it
confidential, the parties may disclose Confidential Information (1) to the extent required by law and (2) to its agents, auditors and advisors who need to know the Confidential Information for purposes of enabling each party to understand,
perform its obligations under, or receive the benefits of, this Supplemental Agreement and who have agreed not to use or disclose the Confidential Information for any other purpose without the other partys prior written consent. In the event
that a party concludes that disclosure of Confidential Information contained in this Supplemental Agreement is required by applicable law, the party will so advise the other party promptly in writing and endeavor to protect the confidentiality of
such Confidential Information to the widest extent possible. In the event of a legal dispute with Boeing, nothing herein will preclude Customer from sharing with its legal counsel information necessary for purposes of enabling counsel to advise or
represent Customer provided that so long as Customer causes its legal counsel to maintain the confidentiality of information that is the subject of this Article. Except as provided in the assignment provisions of Article 7 of Letter Agreement
6-1162-KSW-6423 entitled Special Matters Applicable to the Incremental Aircraft; Article 21 of Letter Agreement 6-1162-LAJ-0895R6 entitled Business Considerations; Article 9 of Letter Agreement 6-1162-ILK-0412 entitled
Special Matters Relating to Three Aircraft Originally Scheduled to Deliver in 2009, Article 6 of Letter Agreement 6-1162-ILK-0450 entitled Special Matters Relating to 2012 Accelerated Aircraft, Article 6 of Letter Agreement
6-1162-ILK-00451 entitled Special Matters Relating to 2012 Additional Aircraft, Article 9 to Letter Agreement 6-1162-ILK0451R1 entitled Special Matters Applicable to the 2012 Additional Aircraft and 2013 Aircraft and Article
13 of Letter Agreement 6-1162-ILK-00451R2 entitled Special Matters Relating to 2012 Additional Aircraft and 2013 Aircraft, Customer will not disclose this Supplemental Agreement for purposes of financing payments without the prior
written consent of Boeing, which consent will be provided once the financier enters into a Non Disclosure Agreement with Boeing in form and substance reasonably satisfactory to Boeing, which will include agreeing not to disclose or use Confidential
Information except for the purpose set forth herein. This provision shall not apply to any Confidential Information that is in the public domain except that a party will be liable to the other for breach of its obligations under this provision if
the Confidential Information entered the public domain as a consequence of a wrongful act or omission on its part.



|          |  |   |  |      
|--------- |  | - |  | -----
|P.A. 2126 |  | 4 |  | SA-32

BOEING PROPRIETARY

[***] This information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

Exhibit 4.2.5



The Purchase Agreement shall be deemed amended to the extent herein provided
and as amended shall continue in full force and effect.

EXECUTED IN DUPLICATE as of the day and year first above written.



|                   |  |                     |  |                    |  |                    |  |                                           
|------------------ |  | ------------------- |  | ------------------ |  | ------------------ |  | ------------------------------------------
|THE BOEING COMPANY |  |                     |  | LAN AIRLINES S.A. 
|                   |  |                    
|Original Signed by |  |                     |  | Original signed by
|                   |  |                     |  |                   
|By:                |  |                     |  |                    |  | By:                |  |                                           
|                   |  | Melanie A. Gauthier |  |                    |  |                    |  | Roberto Alvo                              
|                   |  |                     |  |                   
|Its                |  | Attorney-In-Fact    |  |                    |  | Its:               |  | Senior VP Corporate Planning & Development
|                   |  |                     | 
|                   |  |                     |  |                    |  | Original Signed by
|                   |  |                     |  |                   
|                   |  |                     |  |                    |  | By:                |  |                                           
|                   |  |                     |  |                    |  |                    |  | Andres Del Valle E.                       
|                   |  |                     |  |                   
|                   |  |                     |  |                    |  | Its:               |  | Corporate Finance Director                



|          |  |   |  |      
|--------- |  | - |  | -----
|P.A. 2126 |  | 5 |  | SA-32

BOEING PROPRIETARY

[***] This information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

PURCHASE AGREEMENT NUMBER 2126

between

THE
BOEING COMPANY

and

LAN Airlines S.A.

Relating to Boeing Model 767-316ER, Model 767-38EF, and Model
767-316F Aircraft



|          |  |  |  |      
|--------- |  |  |  | -----
|P.A. 2126 |  |  |  | SA-32

[***] This information is
subject to confidential treatment and has been omitted and filed separately with the commission.



---

TABLE OF CONTENTS



|         |  |                                                                     |  |                       |            |  
|-------- |  | ------------------------------------------------------------------- |  | --------------------- | ---------- | -
|         |  |                                                                     |  | SupplementalAgreement |           
|ARTICLES |  |                                                                     |  |                       |            |  
|1.       |  | Quantity, Model and Description                                     |  |                       | 24         |  
|2.       |  | Delivery Schedule                                                   |  |                       | 24         |  
|3.       |  | Price                                                               |  |                       | 24         |  
|4.       |  | Payment                                                             |  |                       | 24         |  
|5.       |  | Miscellaneous                                                       |  |                       | 24         |  
|6.       |  | Confidentiality                                                     |  |                       | 24         |  
|         |  |                                                                    
|TABLE    |  |                                                                     |  |                       |            |  
|1.       |  | Aircraft Information Table 767 300ER Aircraft  1995$               |  |                       | 1          |  
|2.       |  | Aircraft Information Table 767 300F Aircraft  1997$                |  |                       | 1          |  
|3.       |  | Aircraft Information Table 767 300F Aircraft  1998$                |  |                       | 8          |  
|4.       |  | Aircraft Information Table 767 300F Aircraft  1999$                |  |                       | 11         |  
|5.       |  | Aircraft Information Table 767 300F Aircraft  2003$                |  |                       | 18         |  
|6.       |  | Aircraft Information Table 767 316ER Aircraft  2003$               |  |                       | 21         |  
|7.       |  | Aircraft Information Table 767 300F Aircraft  2004$                |  |                       | 24         |  
|8.       |  | Aircraft Information Table 767 316ER Aircraft  2004$               |  |                       | 22         |  
|9.       |  | Aircraft Information Table 767 316ER Aircraft  2005 $              |  |                       | 22         |  
|10.      |  | Aircraft Information Table 767-316ER Aircraft  2006 $              |  |                       | 25         |  
|11.      |  | Aircraft Information Table 767-316ER Aircraft  2008 $              |  |                       | 28         |  
|12.      |  | Aircraft Information Table 767-316F Aircraft  2008 $               |  |                       | 29Deleted  |  
|13.      |  | Aircraft Information Table 767-316ER 2012 Aircraft  2010 $ - SA-32 |  |                       | 32         |  
|14.      |  | Aircraft Information Table 767-316ER 2013 Aircraft  2010 $ - SA-32 |  |                       | 32         |  
|         |  |                                                                    
|EXHIBITS |  |                                                                     |  |                       |            |  
|A.       |  | Aircraft Configuration                                              |  |                       |            |  
|A-1      |  | Aircraft Configuration                                              |  |                       | 1          |  
|A-2      |  | Aircraft Configuration                                              |  |                       | 5          |  
|A-3      |  | Aircraft Configuration                                              |  |                       | 10         |  
|A-4      |  | Aircraft Configuration 767-316F Aircraft  2003$                    |  |                       | 15         |  
|A-5      |  | Aircraft Configuration 767-316ER Aircraft  2003$                   |  |                       | 17         |  
|A-6      |  | Aircraft Configuration 767-316ER Aircraft  2004$                   |  |                       | 22         |  
|A-7      |  | Aircraft Configuration 767-316ER Aircraft  2005$                   |  |                       | 22         |  
|A-8      |  | Aircraft Configuration 767-316ER Aircraft  2006$                   |  |                       | 23         |  
|A-9      |  | Aircraft Configuration 767-316ER Aircraft  2008$                   |  |                       | 24         |  
|A-10     |  | Aircraft Configuration 767-316F Aircraft  2008$ DELETED            |  |                       | 28         |  
|A-11     |  | Aircraft Configuration 767-316ER Aircraft  2010$                   |  |                       | 29         |  
|A-12     |  | Aircraft Configuration 767-316ER Aircraft  2010$                   |  |                       | 31(Art 1.4 | )
|A-13     |  | Aircraft Configuration 767-316ER Aircraft  2010$                   |  |                       | 32         |  
|B.       |  | Aircraft Delivery Requirements and Responsibilities                 |  |                       | 1          |  



[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

|                             |  |                                                                                                             |  |                            |           | 
|---------------------------- |  | ----------------------------------------------------------------------------------------------------------- |  | -------------------------- | --------- | 
|                             |  |                                                                                                             |  | Supplemental Agreement (s) |          
|SUPPLEMENTAL EXHIBITS        |  |                                                                                                             |  |                            |           | 
|BFE1.                        |  | BFE Variables                                                                                               |  |                            | 30        | 
|BFE2.                        |  | BFE Variables                                                                                               |  |                            | 32        | 
|CS1.                         |  | Customer Support Variables                                                                                  |  |                            | 1         | 
|EE1.                         |  | Engine Escalation/Engine Warranty and Patent Indemnity                                                      |  |                            | 1         | 
|EE1-1.                       |  | Engine Escalation/Engine Warranty and Patent Indemnity                                                      |  |                            | 5         | 
|EE1-2.                       |  | Engine Escalation/Engine Warranty and Patent Indemnity                                                      |  |                            | 13        | 
|EE1-2006$                    |  | Engine Escalation, Engine Warranty & Patent Indemnity                                                       |  |                            | 26        | 
|EE1-2008$                    |  | Engine Escalation, Engine Warranty & Patent Indemnity                                                       |  |                            | 26        | 
|EE1-2010$                    |  | Engine Escalation, Engine Warranty & Patent Indemnity                                                       |  |                            | 29        | 
|SLP1.                        |  | Service Life Policy Components                                                                              |  |                            |           | 
|AE1                          |  | Escalation adjustment-airframe and optional features                                                        |  |                            | 22        | 
|AE1 2008$                    |  | Escalation adjustment-airframe and optional features                                                        |  |                            | 24        | 
|AE1 2010$                    |  | Escalation adjustment-airframe and optional features                                                        |  |                            | 29        | 
|                             | 
|LETTER AGREEMENTS            |  |                                                                                                             |  |                           
|2126-1                       |  | Seller Purchased Equipment                                                                                  |  |                            |           | 
|2126-2R1                     |  | Cabin Systems Equipment                                                                                     |  |                            | 17        | 
|2126-3R4                     |  | Option Aircraft                                                                                             |  |                            | 13        | 
|                             | 
|RESTRICTED LETTER AGREEMENTS |  |                                                                                                             |  |                           
|                             |  |                                                                                                            
|6-1162-DMH-350               |  | Performance Guarantees                                                                                      |  |                            |           | 
|                             |  |                                                                                                            
|6-1162-DMH-351               |  | Promotion Support                                                                                           |  |                            |           | 
|                             |  |                                                                                                            
|6-1162-DMH-472               |  | Performance Guarantees                                                                                      |  |                            | 1         | 
|                             |  |                                                                                                            
|6-1162-DMH-475               |  | Configuration Matters                                                                                       |  |                            | 1         | 
|                             |  |                                                                                                            
|6-1162-DMH-1031R2            |  | Special Provisions for Advance Payments                                                                     |  |                            | 9         | 
|                             |  |                                                                                                            
|6-1162-LAJ-311               |  | Special Matters Relating to the July 2001 and September 2001 Aircraft                                       |  |                            | 11        | 
|                             |  |                                                                                                            
|6-1162-LAJ-956               |  | Special Matters Relating to four 2006 Delivery Aircraft (February 4, 2005)                                  |  |                            |           | 
|                             |  |                                                                                                            
|6-1162-LAJ-0895R6            |  | Business Considerations                                                                                     |  |                            | 23        | 
|                             |  |                                                                                                            
|6-1162-ILK-0002R4            |  | Special Matters Relating to Advance Payments Requirements                                                   |  |                            | 21        | 
|                             |  |                                                                                                            
|6-1162-ILK-0381 R2           |  | Special Matters Letter Applicable to the 2011 Accelerated Aircraft and the Substitute 767Freighter Aircraft |  |                            | 29DELETED | 
|                             |  |                                                                                                            
|6-1162-ILK-0382              |  | No longer applicable                                                                                        |  |                            | 26        | 



|          |  |  |  |      
|--------- |  |  |  | -----
|P.A. 2126 |  |  |  | SA-32

[***] This information is
subject to confidential treatment and has been omitted and filed separately with the commission.



---

|                            |  |                                                                                                                 |  |                        |            | 
|--------------------------- |  | --------------------------------------------------------------------------------------------------------------- |  | ---------------------- | ---------- | 
|RESTRICTED LETTERAGREEMENTS |  | Continued                                                                                                       |  | SupplementAgreement(s) |           
|6-1162-ILK-0383 R1          |  | Aircraft Model Substitution Relating to the 2011 Accelerated Aircraft and the Substitute 767 Freighter Aircraft |  |                        | 26         | 
|6-1162-ILK-0384 R2          |  | 16G Seats                                                                                                       |  |                        | 27         | 
|6-1162-ILK-0385 R3          |  | Performance Guarantees Relating to 2011 Aircraft, 2012 Aircraft, 2013 Aircraft, and 2013 Additional Aircraft    |  |                        | 32         | 
|6-1162-ILK-0388             |  | Option Aircraft  DELETED                                                                                       |  |                        | 28         | 
|6-1162-ILK-0412             |  | Special Matters Relating to Three Aircraft Originally Scheduled to Deliver in 2009                              |  |                        | 25         | 
|6-1162-ILK-0413             |  | [***]                                                                                                           |  |                        | 25         | 
|6-1162-KSW-6423             |  | Special Matters Letter Applicable to the Incremental Aircraft                                                   |  |                        | 27         | 
|6-1162-KSW-6424             |  | Aircraft Model Substitution Relating to the Incremental Aircraft                                                |  |                        | 27         | 
|6-1162-KSW-6456             |  | Performance Guarantees for Substitute 767 Freighter Aircraft:                                                   |  |                        | 29DELETED  | 
|6-1162-ILK-0450             |  | Special Matters Letter Applicable to the 2012 Accelerated Aircraft                                              |  |                        | 29         | 
|6-1162-ILK-0451             |  | Special Matters Letter Applicable to the 2012 Additional Aircraft                                               |  |                        | 30         | 
|6-1162-ILK-0451R1           |  | Special Matters Letter Applicable to the 2012 Additional Aircraft and 2013 Aircraft                             |  |                        | 31         | 
|6-1162-ILK-0451R2           |  | Special Matters Letter Applicable to 2012 Additional Aircraft, 2013 Aircraft and 2013 Additional Aircraft       |  |                        | 32         | 
|LA-1103777                  |  | Seller Purchased Equipment for 2012 Aircraft                                                                    |  |                        | 30         | 
|LA-1103876                  |  | Option Aircraft                                                                                                 |  |                        | 32 DELETED | 



|          |  |  |  |      
|--------- |  |  |  | -----
|P.A. 2126 |  |  |  | SA-32

[***] This information is
subject to confidential treatment and has been omitted and filed separately with the commission.



---

Table 13 Aircraft Information for 2012 Aircraft - SA32 to Purchase Agreement No. PA-02126

Aircraft Delivery, Description, Price and Advance Payments





|                                                      |  |   |                |  |  |                                              |  |                        |  |                           
|----------------------------------------------------- |  | - | -------------- |  |  | -------------------------------------------- |  | ---------------------- |  | --------------------------
|Airframe Model/MTOW:                 
767-300ER       |  |   | 412,000 pounds |  |  | Detail Specification:                        |  | D019T001-M (6/22/2011) |  |                           
|Engine Model/Thrust:                      CF6-80C2B6F |  |   | 60,200 pounds  |  |  | Airframe Price Base Year/Escalation Formula: |  | Jul-10                 |  | ECI-MFG/CPI               
|Airframe Price:                                       |  | $ | 125,875,000    |  |  | Engine Price Base Year/EscalationFormula:    |  | Jul-10                 |  | GE CF6-80 & GE90 (99 rev.)
|Optional Features:                                    |  | $ | 7,482,000      |  |  |                                              |  |                        |  |                           
|                                                      |  |   |                |  |  |                                              |  |                        |  |                           
|                                                      |  |   |                | 
|                                                      |  |   |                |  |  |                                              |  |                        |  |                           
|Sub-Total of Airframe and Features:                   |  | $ | 133,357,000    |  |  | Airframe Escalation Data:                    |  |                        |  |                           
|Engine Price (Per Aircraft):                          |  | $ | 23,557,799     |  |  | Base Year Index (ECI):                       |  | 106.8                  |  |                           
|Aircraft Basic Price (Excluding BFE/SPE):             |  | $ | 156,914,799    |  |  | Base Year Index (CPI):                       |  | 215.6                  |  |                           
|                                                      |  |   |                |  |  |                                              |  |                        |  |                           
|                                                      |  |   |                | 
|                                                      |  |   |                |  |  |                                              |  |                        |  |                           
|Buyer Furnished Equipment (BFE) Estimate:             |  | $ | 0              |  |  | Engine Escalation Data:                      |  |                        |  |                           
|Seller Purchased Equipment (SPE) Estimate:            |  | $ | 6,400,000      |  |  | Base Year Index (CPI):                       |  | 133.190                |  |                           
|Refundable Deposit/Aircraft at Proposal Accept:       |  | $ | 0              |  |  |                                              |  |                        |  |                           



|              |  |                  |   |  |                            |  |        |                          |  |  |                           |  |  |                                                 |       |  |                                                                 |   |             |           |  |   |                     |  |  |          |           |  |  |   |           |  |  |   |            | 
|------------- |  | ---------------- | - |  | -------------------------- |  | ------ | ------------------------ |  |  | ------------------------- |  |  | ----------------------------------------------- | ----- |  | --------------------------------------------------------------- | - | ----------- | --------- |  | - | ------------------- |  |  | -------- | --------- |  |  | - | --------- |  |  | - | ---------- | 
|              |  |                  |   |  |                            |  |        |                          |  |  |                           |  |  |                                                 |       |  | Advance Payment Per Aircraft(Amts. Due/Mos. Prior to Delivery): |  
|Delivery Date |  | NumberofAircraft |   |  | EscalationFactor(Airframe) |  |        | EscalationFactor(Engine) |  |  | ManufacturerSerial Number |  |  | EscalationEstimate AdvPayment BasePrice Per A/P |       |  | At Signing1%                                                    |   |             | 24 Mos.4% |  |   | 21/18/12/9/6Mos. 5% |  |  | Total30% |          
|Jun-2012      |  |                  | 1 |  |                            |  | 1.0395 |                          |  |  | 1.084                     |  |  |                                                 | 40799 |  |                                                                 | $ | 170,814,000 |           |  | $ | 1,708,140           |  |  | $        | 6,832,560 |  |  | $ | 8,540,700 |  |  | $ | 51,244,200 | 
|Jul-2012      |  |                  | 1 |  |                            |  | 1.041  |                          |  |  | 1.088                     |  |  |                                                 | 40592 |  |                                                                 | $ | 171,118,000 |           |  | $ | 1,711,180           |  |  | $        | 6,844,720 |  |  | $ | 8,555,900 |  |  | $ | 51,335,400 | 
|Jul-2012      |  |                  | 1 |  |                            |  | 1.041  |                          |  |  | 1.088                     |  |  |                                                 | 41746 |  |                                                                 | $ | 171,118,000 |           |  | $ | 1,711,180           |  |  | $        | 6,844,720 |  |  | $ | 8,555,900 |  |  | $ | 51,335,400 | 
|Aug-2012      |  |                  | 1 |  |                            |  | 1.0428 |                          |  |  | 1.091                     |  |  |                                                 | 41747 |  |                                                                 | $ | 171,440,000 |           |  | $ | 1,714,400           |  |  | $        | 6,857,600 |  |  | $ | 8,572,000 |  |  | $ | 51,432,000 | 
|Sep-2012      |  |                  | 1 |  |                            |  | 1.0445 |                          |  |  | 1.094                     |  |  |                                                 | 41748 |  |                                                                 | $ | 171,749,000 |           |  | $ | 1,717,490           |  |  | $        | 6,869,960 |  |  | $ | 8,587,450 |  |  | $ | 51,524,700 | 
|Oct-2012      |  |                  | 1 |  |                            |  | 1.0453 |                          |  |  | 1.097                     |  |  |                                                 | 40593 |  |                                                                 | $ | 171,931,000 |           |  | $ | 1,719,310           |  |  | $        | 6,877,240 |  |  | $ | 8,596,550 |  |  | $ | 51,579,300 | 
|Total:        |  |                  | 6 |  |                            |  |        |                          |  |  |                           |  |  |                                                 |       |  |                                                                 |   |             |           |  |   |                     |  |  |          |           |  |  |   |           |  |  |   |            | 



[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

Table 14 Aircraft Information for 2013 Aircraft - SA32 To Purchase Agreement No. PA-02126

Aircraft Delivery, Description, Price and Advance Payments





|                                                    |  |   |                |  |  |                                              |  |                        |  |  |                           | 
|--------------------------------------------------- |  | - | -------------- |  |  | -------------------------------------------- |  | ---------------------- |  |  | ------------------------- | 
|                                                    |  |   |                | 
|Airframe
Model/MTOW:                 767-300ER      |  |   | 412,000 pounds |  |  | Detail Specification:                        |  | D019T001-M (6/22/2011) |  |  |                           | 
|                                                    |  |   |                | 
|Engine Model/Thrust:                    CF6-80C2B6F |  |   | 60,200 pounds  |  |  | Airframe Price Base Year/Escalation Formula: |  | Jul-10                 |  |  | ECI-MFG/CPI               | 
|                                                    |  |   |                | 
|Airframe Price:                                     |  | $ | 125,875,000    |  |  | Engine Price Base Year/Escalation Formula:   |  | Jul-10                 |  |  | GE CF6-80 &GE90 (99 rev.) | 
|                                                    |  |   |                | 
|Optional Features:                                  |  | $ | 7,482,000      |  |  |                                              |  |                        |  |  |                           | 
|                                                    |  |   |                |  |  |                                              |  |                        |  |  |                           | 
|                                                    |  |   |                | 
|Sub-Total of Airframe and Features:                 |  | $ | 133,357,000    |  |  | Airframe Escalation Data:                    |  |                        |  |  |                           | 
|                                                    |  |   |                | 
|Engine Price (Per Aircraft):                        |  | $ | 23,557,799     |  |  | Base Year Index (ECI):                       |  | 106.8                  |  |  |                           | 
|                                                    |  |   |                | 
|Aircraft Basic Price (Excluding BFE/SPE):           |  | $ | 156,914,799    |  |  | Base Year Index (CPI):                       |  | 215.6                  |  |  |                           | 
|                                                    |  |   |                |  |  |                                              |  |                        |  |  |                           | 
|                                                    |  |   |                | 
|Buyer Furnished Equipment (BFE) Estimate:           |  | $ | 0              |  |  | Engine Escalation Data:                      |  |                        |  |  |                           | 
|                                                    |  |   |                | 
|Seller Purchased Equipment (SPE) Estimate:          |  | $ | 6,400,000      |  |  | Base Year Index (CPI):                       |  | 133.190                |  |  |                           | 
|                                                    |  |   |                | 
|Refundable Deposit/Aircraft at Proposal Accept:     |  | $ | 0              |  |  |                                              |  |                        |  |  |                           | 



|              |  |                  |  |                            |        |  |                          |  |       |                          |  |  |                                                 |  |  |                                                                 |             |  |           |   |           |                     |  |   |           |  |  |   |           |  |  |   |            | 
|------------- |  | ---------------- |  | -------------------------- | ------ |  | ------------------------ |  | ----- | ------------------------ |  |  | ----------------------------------------------- |  |  | --------------------------------------------------------------- | ----------- |  | --------- | - | --------- | ------------------- |  | - | --------- |  |  | - | --------- |  |  | - | ---------- | 
|              |  |                  |  |                            |        |  |                          |  |       |                          |  |  |                                                 |  |  | Advance Payment Per Aircraft(Amts. Due/Mos. Prior to Delivery): |            
|Delivery Date |  | NumberofAircraft |  | EscalationFactor(Airframe) |        |  | EscalationFactor(Engine) |  |       | ManufacturerSerialNumber |  |  | EscalationEstimate AdvPayment BasePrice Per A/P |  |  | At Signing1%                                                    |             |  | 24 Mos.4% |   |           | 21/18/12/9/6Mos. 5% |  |   | Total30%  | 
|[***]         |  | 1                |  |                            | 1.0466 |  |                          |  | 1.1   |                          |  |  | 44213                                           |  |  | $                                                               | 172,183,000 |  |           | $ | 1,721,830 |                     |  | $ | 6,887,320 |  |  | $ | 8,609,150 |  |  | $ | 51,654,900 | 
|[***]         |  | 1                |  |                            | 1.0485 |  |                          |  | 1.103 |                          |  |  | 44214                                           |  |  | $                                                               | 172,520,000 |  |           | $ | 1,725,200 |                     |  | $ | 6,900,800 |  |  | $ | 8,626,000 |  |  | $ | 51,756,000 | 
|[***]         |  | 1                |  |                            | 1.0485 |  |                          |  | 1.103 |                          |  |  | 41993                                           |  |  | $                                                               | 172,520,000 |  |           | $ | 1,725,200 |                     |  | $ | 6,900,800 |  |  | $ | 8,626,000 |  |  | $ | 51,756,000 | 
|[***]         |  | 1                |  |                            | 1.0537 |  |                          |  | 1.112 |                          |  |  | 41994                                           |  |  | $                                                               | 173,459,000 |  |           | $ | 1,734,590 |                     |  | $ | 6,938,360 |  |  | $ | 8,672,950 |  |  | $ | 52,037,700 | 
|[***]         |  | 1                |  |                            | 1.0596 |  |                          |  | 1.121 |                          |  |  | 41995                                           |  |  | $                                                               | 174,494,000 |  |           | $ | 1,744,940 |                     |  | $ | 6,979,760 |  |  | $ | 8,724,700 |  |  | $ | 52,348,200 | 
|[***]         |  | 1                |  |                            | 1.0616 |  |                          |  | 1.125 |                          |  |  | 41996                                           |  |  | $                                                               | 174,868,000 |  |           | $ | 1,748,680 |                     |  | $ | 6,994,720 |  |  | $ | 8,743,400 |  |  | $ | 52,460,400 | 
|[***]         |  | 1                |  |                            | 1.0652 |  |                          |  | 1.131 |                          |  |  | 41997                                           |  |  | $                                                               | 175,513,000 |  |           | $ | 1,755,130 |                     |  | $ | 7,020,520 |  |  | $ | 8,775,650 |  |  | $ | 52,653,900 | 
|Total:        |  | 7                |  |                            |        |  |                          |  |       |                          |  |  |                                                 |  |  |                                                                 |             |  |           |   |           |                     |  |   |           |  |  |   |           |  |  |   |            | 



[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

AIRCRAFT CONFIGURATION

between

THE
BOEING COMPANY

and

LAN AIRLINES S.A.

Exhibit A-13 to Purchase Agreement Number 2126



|          |  |                      |  |      
|--------- |  | -------------------- |  | -----
|P.A. 2126 |  | Exhibit A-13, page 2 |  | SA-32

[***] This information is
subject to confidential treatment and has been omitted and filed separately with the commission.



---

AIRCRAFT CONFIGURATION

relating to

BOEING MODEL 767-300ER AIRCRAFT

THE LAN AIRCRAFT

For the 2012 Aircraft, 2013 Aircraft and 2013 Additional
Aircraft identified in Table 13 and Table 14, the detail specification is Boeing Detail Specification D019T001LAN63E-2, scheduled to be released on or about May 1, 2012. The Detail Specification provides further description of Customers
configuration set forth in this Exhibit A. Such Detail Specification will be comprised of Customers existing Boeing detail specification of D019T001LAN63E-1, Revision H dated as of April 29, 2011 as amended to incorporate the Boeing
configuration specification Boeing Configuration Specification D019T001, Revision M dated June 22, 2011 which incorporates the Options listed below, including the effects on Manufacturer's Empty Weight (MEW) and Operating Empty Weight (OEW).

The Aircraft Basic Price in Tables 13 and 14 reflects and includes all effects of such Options as of this date, except such
Aircraft Basic Price does not include the price effects of any Buyer Furnished Equipment or Seller Purchased Equipment.



|          |  |                      |  |      
|--------- |  | -------------------- |  | -----
|P.A. 2126 |  | Exhibit A-13, page 2 |  | SA-32

[***] This information is
subject to confidential treatment and has been omitted and filed separately with the commission.



---

|                          |  |                                                                                                |  |                                     |       | 
|------------------------- |  | ---------------------------------------------------------------------------------------------- |  | ----------------------------------- | ----- | 
|Configuration Item Number |  | Title                                                                                          |  | 2010 Dollars13
AircraftPrice PerA/C |      
|0110-000035               |  | MAJOR MODEL 767 AIRPLANE                                                                       |  |                                     | [***] | 
|0110-000037               |  | MINOR MODEL 767-300 PASSENGER AIRPLANE                                                         |  |                                     | [***] | 
|0110-000092               |  | MODEL 767-300ER PASSENGER AIRPLANE                                                             |  |                                     | [***] | 
|0110A276A30               |  | NEW LOOK INTERIOR - 767-300ER                                                                  |  |                                     | [***] | 
|0220D241A42               |  | TYPE CERTIFICATION & EXPORT CERTIFICATE OF AIRWORTHINESS FOR AIRPLANE DELIVERY - REQUIREMENT   |  |                                     | [***] | 
|0221-000002               |  | DISPATCH WITH GEAR EXTENDED FOR REVENUE FLIGHT                                                 |  |                                     | [***] | 
|0221A251A19               |  | ENGINE INOPERATIVE TEN-MINUTE TAKEOFF THRUST OPERATION - CF6-80C2B6F THRUST RATING             |  |                                     | [***] | 
|0221B401A43               |  | TAKEOFF AND LANDING WITH TAILWIND UP TO 15-KNOTS                                               |  |                                     | [***] | 
|0224-000024               |  | EXTENDED RANGE TWIN ENGINE OPERATIONS (ETOPS)                                                  |  |                                     | [***] | 
|0228-000001               |  | FLIGHT MANUALS IN FAA FORMAT                                                                   |  |                                     | [***] | 
|0228-000032               |  | FLIGHT CREW OPERATIONS MANUAL IN FAA FORMAT                                                    |  |                                     | [***] | 
|0229A141A41               |  | PERFORMANCE - CERTIFICATION FOR OPERATION AT AIRPORT PRESSURE ALTITUDES OF 9500 FEET AND BELOW |  |                                     | [***] | 
|0252-000014               |  | ENVIRONMENTAL CONTROL SYSTEM - TEMPERATURE INDICATIONS IN DEGREES CELSIUS                      |  |                                     | [***] | 
|0252-000017               |  | INSTRUMENTATION WITH METRIC UNITS - MODEL 767                                                  |  |                                     | [***] | 
|0254-000003               |  | USPHS CERTIFICATE OF SANITARY CONSTRUCTION                                                     |  |                                     | [***] | 
|0315C417A53               |  | CERTIFIED OPERATIONAL AND STRUCTURAL DESIGN WEIGHTS 767-300ER                                  |  |                                     | [***] | 
|0351C417B91               |  | TAKEOFF PERFORMANCE IMPROVEMENT - ALTERNATE FORWARD CENTER OF GRAVITY LIMITS                   |  |                                     | [***] | 
|1110D225A71               |  | EXTERIOR COLOR SCHEME AND MARKINGS                                                             |  |                                     | [***] | 
|1120-000019               |  | MAINTENANCE MARKINGS - ACCESS PANELS - ENGINE STRUT AND COWLS                                  |  |                                     | [***] | 
|1130A931A06               |  | IATA STANDARD MARKINGS - LOWER LOBE CARGO COMPARTMENT                                          |  |                                     | [***] | 
|1130D413A64               |  | INTERIOR PASSENGER COMPARTMENT PLACARDS AND MARKINGS                                           |  |                                     | [***] | 
|2145-000004               |  | BULK CARGO AREA HEATING AND VENTILATING FOR ANIMAL CARRIAGE                                    |  |                                     | [***] | 
|2158A071A11               |  | IN-FLIGHT ENTERTAINMENT EQUIPMENT COOLING SYSTEM, FWD OF DOOR 2 - 200 CFM INSTALLATION         |  |                                     | [***] | 
|2210-000003               |  | AUTOFLIGHT - INHIBIT GLIDE SLOPE CAPTURE PRIOR TO LOCALIZER CAPTURE                            |  |                                     | [***] | 
|2210-000030               |  | AUTOFLIGHT - THREE DIGIT MACH NUMBER ON MODE CONTROL PANEL                                     |  |                                     | [***] | 



[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

|                          |  |                                                                                                                                                                                                              |  |                                     |       | 
|------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------------------------- | ----- | 
|Configuration Item Number |  | Title                                                                                                                                                                                                        |  | 2010 Dollars13
AircraftPrice PerA/C |      
|2210-000031               |  | AUTOFLIGHT - AUTOMATIC AUTOPILOT CHANNEL SELECTION IN APPROACH MODE                                                                                                                                          |  |                                     | [***] | 
|2210-000037               |  | AUTOFLIGHT - BANK ANGLE HOLD AT AUTOPILOT COMMAND ENGAGE                                                                                                                                                     |  |                                     | [***] | 
|2210-000039               |  | AUTOFLIGHT - FULL TIME FLIGHT DIRECTOR                                                                                                                                                                       |  |                                     | [***] | 
|2210-000311               |  | AUTOFLIGHT - FLIGHT CONTROL COMPUTER (FCC) WITHOUT ONBOARD SOFTWARE LOADING CAPABILITY                                                                                                                       |  |                                     | [***] | 
|2210A064A02               |  | AUTOFLIGHT - ALTITUDE ALERT - 300/900 FEET                                                                                                                                                                   |  |                                     | [***] | 
|2210B403A08               |  | MODE CONTROL PANEL WITHOUT BACKCOURSE SWITCH                                                                                                                                                                 |  |                                     | [***] | 
|2230-000127               |  | AUTOTHROTTLE - SELECTION OF CLIMB DERATES                                                                                                                                                                    |  |                                     | [***] | 
|2230-000133               |  | AUTOTHROTTLE - FIXED PERCENTAGE DERATE LEVELS OF 10% AND 20%                                                                                                                                                 |  |                                     | [***] | 
|2230-000135               |  | AUTOTHROTTLE - CLIMB DERATE WASHOUT SCHEDULE - 10,000 TO 12,000 FEET                                                                                                                                         |  |                                     | [***] | 
|2311-000124               |  | HF COMMUNICATIONS - DUAL GABLES HF CONTROL PANELS WITH SENSITIVITY AND DATALINK CONTROL - P/N G7401-16 - BFE/SPE                                                                                             |  |                                     | [***] | 
|2311-000137               |  | HF COMMUNICATIONS - PARTIAL PROVISIONS FOR DUAL ARINC 753 HF DATALINK                                                                                                                                        |  |                                     | [***] | 
|2311B401A29               |  | DUAL HF DATA RADIO - ARINC 753 - ACTIVATION - AIRLINE DATA LINK COMMUNICATIONS ONLY                                                                                                                          |  |                                     | [***] | 
|2311B401A39               |  | HF COMMUNICATIONS - EQUIPMENT INSTALLATION OF DUAL ROCKWELL HF VOICE/DATA TRANSCEIVERS - P/N 822-0990-004 AND DIGITAL HF COUPLERS - P/N 822-0987-004 BFE/SPE                                                 |  |                                     | [***] | 
|2312-000703               |  | VHF COMMUNICATIONS - ACTIVATION OF 8.33 KHZ CHANNEL SPACING                                                                                                                                                  |  |                                     | [***] | 
|2312B401A16               |  | VHF COMMUNICATIONS - EQUIPMENT INSTALLATION OF TRIPLE ROCKWELL ARINC 750 VHF-920 FM IMMUNE TRANSCEIVERS WITH 8.33 KHZ CHANNEL SPACING, VDL MODE 2, AND CMC INTERFACE CAPABILITY - P/N
822-1250-002 - BFE/SPE |  |                                     | [***] | 
|2312B800D19               |  | VHF COMMUNICATIONS - TRIPLE GABLES VHF TUNING PANELS (DUAL KNOB) - P/N G7400-227 - BFE/SPE                                                                                                                   |  |                                     | [***] | 
|2321B401A04               |  | SELCAL - AVTECH FIVE CHANNEL DECODER - P/N NA138-714C - BFE/SPE                                                                                                                                              |  |                                     | [***] | 
|2322B800A68               |  | AIRCRAFT COMMUNICATIONS ADDRESSING AND REPORTING SYSTEM (ACARS) - LARGE FORMAT MULTIPURPOSE INTERACTIVE DISPLAY UNIT (MIDU) - ROCKWELL - P/N 822-1626-105 - BFE/SPE                                          |  |                                     | [***] | 
|2322C594A89               |  | CMU - INSTALLATION OF ROCKWELL COLLINS ARINC 758 LEVEL AOA CMU W/SITA SERVICE PROVIDER - DATA LINK RECORDING CAPABLE - P/N 822-1239-151 - BFE / SPE                                                          |  |                                     | [***] | 



[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

|                          |  |                                                                                                                                                                |  |                                     |       | 
|------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------- | ----- | 
|Configuration Item Number |  | Title                                                                                                                                                          |  | 2010 Dollars13
AircraftPrice PerA/C |      
|2322C939A05               |  | CMU - INSTALLATION OF PARTIAL PROVISIONS FOR A SINGLE CMU IN ACCORDANCE WITH ARINC 758                                                                         |  |                                     | [***] | 
|2322C939A06               |  | COMMUNICATIONS MANAGEMENT UNIT (CMU) - DATA LINK RECORDING ACTIVATION                                                                                          |  |                                     | [***] | 
|2324B595G65               |  | EMERGENCY LOCATOR TRANSMITTER - FIXED/AUTOMATIC INSTALLATION - ELTA P/N 01N65900 - BFE/SPE                                                                     |  |                                     | [***] | 
|2331B702M61               |  | PASSENGER ADDRESS (PA) SYSTEM - TWO CLASS - ROCKWELL COLLINS                                                                                                   |  |                                     | [***] | 
|2333D413B96               |  | PASSENGER SERVICE SYSTEM - REVISION - AFT LH CHIME MODULE AND FUNCTION                                                                                         |  |                                     | [***] | 
|2340B007A03               |  | CREW COMMUNICATION - PILOT'S CALL PANEL - WITHOUT PA IN USE - THREE BLUE CABIN CALL INDICATORS/SWITCHES                                                    |  |                                     | [***] | 
|2342-000016               |  | CABIN INTERPHONE SYSTEM - CABIN INTERPHONE HANDSET - FLIGHT COMPARTMENT                                                                                        |  |                                     | [***] | 
|2350-000226               |  | AUDIO SELECTOR PANEL (ASP) - SFE ASP WITH INTEGRATED SELCAL AND CREW CALL FUNCTIONS - 3 VHF/2 HF/2 SATCOM P/N 285T0022-51 - INSTALLATION                       |  |                                     | [***] | 
|2351-000033               |  | HAND HELD MICROPHONE - CAPTAIN AND FIRST OFFICER - ELECTROVOICE - P/N 903-1342 - BFE/SPE                                                                       |  |                                     | [***] | 
|2351-000035               |  | HAND HELD MICROPHONE - FIRST OBSERVER - ELECTROVOICE - P/N 903-1342 - BFE/SPE                                                                                  |  |                                     | [***] | 
|2351-000040               |  | PUSH TO TALK (PTT) SWITCH ON GLARESHIELD                                                                                                                       |  |                                     | [***] | 
|2351-000042               |  | CONTROL WHEEL PUSH TO TALK (PTT) SWITCH - STANDARD THREE POSITION                                                                                              |  |                                     | [***] | 
|2351A213A33               |  | AUDIO INTEGRATION - INSTALLATION - TWO-PLUG AUDIO JACKS IN THE FLIGHT DECK                                                                                     |  |                                     | [***] | 
|2351A213B77               |  | BOOM MICROPHONE HEADSETS - CAPTAIN AND FIRST OFFICER - TELEX AIRMAN 750 - P/N 64300-200 - BFE/SPE                                                              |  |                                     | [***] | 
|2351A213B80               |  | HEADPHONE - FIRST OBSERVER - TELEX - P/N 64400-200 - BFE/SPE                                                                                                   |  |                                     | [***] | 
|2351A213B81               |  | HEADPHONE - SECOND OBSERVER - TELEX - P/N 64400-200 - BFE/SPE                                                                                                  |  |                                     | [***] | 
|2371-000009               |  | NO MONITOR JACK IN THE WHEEL WELL                                                                                                                              |  |                                     | [***] | 
|2371B628B34               |  | VOICE RECORDER AND MICROPHONE/MONITOR - HONEYWELL - 2 HOUR RECORDING TIME - WITH DATALINK RECORDING CAPABILITY - P/N 980-6032-001 & P/N 980-6116-002 - BFE/SPE |  |                                     | [***] | 
|2432-000002               |  | AUXILIARY POWER UNIT (APU) - ADDITIONAL STARTING CAPABILITY                                                                                                    |  |                                     | [***] | 
|2433-000021               |  | STANDBY POWER - EXTENDED TIME CAPABILITY - BATTERY PARALELLING                                                                                                 |  |                                     | [***] | 
|2451-000002               |  | 90 KVA GALLEY POWER SUPPLY                                                                                                                                     |  |                                     | [***] | 
|2454D253B46               |  | FLIGHTDECK PED POWER OUTLET- CAPTAINS SIDEWALL - KID SYSTEME - CSE                                                                                             |  |                                     | [***] | 



[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

|                          |  |                                                                                                                                                                                             |  |                                     |       | 
|------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------- | ----- | 
|Configuration Item Number |  | Title                                                                                                                                                                                       |  | 2010 Dollars13
AircraftPrice PerA/C |      
|2501A611A19               |  | FORWARD MONUMENT COMPLEX 4                                                                                                                                                                  |  |                                     | [***] | 
|2504A611A14               |  | AFT MONUMENT COMPLEX 3                                                                                                                                                                      |  |                                     | [***] | 
|2511-000022               |  | MANUALLY OPERATED SEATS - CAPTAIN AND FIRST OFFICER                                                                                                                                         |  |                                     | [***] | 
|2511-000026               |  | FIRST OBSERVERS SEAT - WALL MOUNTED                                                                                                                                                        |  |                                     | [***] | 
|2511-000270               |  | SECOND OBSERVER STATION, WITH ARMRESTS - ADDITION                                                                                                                                           |  |                                     | [***] | 
|2513-000405               |  | SUNVISOR INSTALLATION - NUMBER 1 AND 2 WINDOWS - FLIGHT DECK - SFE                                                                                                                          |  |                                     | [***] | 
|2520D413A68               |  | INTERIOR COLOR AND MATERIAL - STANDARD OFFERING                                                                                                                                             |  |                                     | [***] | 
|2520D413C64               |  | PASSENGER COMPARTMENT - NON-ICO DECORATIVE LAMINATE                                                                                                                                         |  |                                     | [***] | 
|2523D413C10               |  | PASSENGER SERVICE UNITS WITH SUPPLEMENTAL CALL LIGHT AND CHIME MODULE (WITHOUT VOLUME REDUCTION)                                                                                            |  |                                     | [***] | 
|2524D159G54               |  | UNDERBIN OUTBOARD CLASS DIVIDER - RH                                                                                                                                                        |  |                                     | [***] | 
|2524D159G55               |  | UNDERBIN OUTBOARD CLASS DIVIDER - LH                                                                                                                                                        |  |                                     | [***] | 
|2524D413A74               |  | FULL HEIGHT CENTERLINE CLOSET - STA 344 - STA 366 - SPE                                                                                                                                     |  |                                     | [***] | 
|2524D413A75               |  | CURTAIN AND TRACK INSTALLATION - DOOR 1 LEFT AFT                                                                                                                                            |  |                                     | [***] | 
|2524D413A76               |  | CURTAIN AND TRACK INSTALLATION - DOOR 1 RIGHT AFT                                                                                                                                           |  |                                     | [***] | 
|2524D413A77               |  | CURTAIN AND TRACK INSTALLATION - DOOR 1 RIGHT FWD                                                                                                                                           |  |                                     | [***] | 
|2524D413A78               |  | CURTAIN AND TRACK INSTALLATION - LH AND RH - AFT                                                                                                                                            |  |                                     | [***] | 
|2524D413A79               |  | CURTAIN AND TRACK INSTALLATION - AFT DOOR - GALLEY AREA                                                                                                                                     |  |                                     | [***] | 
|2524D413A85               |  | RH FULL HEIGHT SEAT TRACK MOUNTED CLOSET WITH INTEGRAL TRACK MOUNTED STOWAGE - STA 1467.95 - STA 1478.95 - SPE                                                                              |  |                                     | [***] | 
|2524D413A86               |  | CURTAIN AND CURTAIN TRACK - BETWEEN BUSINESS CLASS AND ECONOMY CLASS                                                                                                                        |  |                                     | [***] | 
|2524D413C04               |  | UNDERBIN CENTERLINE CLASS DIVIDER - 46 WIDE                                                                                                                                               |  |                                     | [***] | 
|2524D413C12               |  | LH FULL HEIGHT SEAT TRACK MOUNTED CLOSET - STA 1465.95 - STA 1478.95 - SPE                                                                                                                  |  |                                     | [***] | 
|2524D413C88               |  | RH FULL HEIGHT, SEAT TRACK MOUNTED PARTITION WITH INTEGRAL FORWARD STOWAGE AND INTEGRAL AFT SIDEWALL TRACK MOUNTED STOWAGE BOX - UPPER AFT FACE AT STA 791, LOWER AFT FACE AT STA 794
- SPE |  |                                     | [***] | 



[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

|                          |  |                                                                                                                                                                |  |                                     |       | 
|------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------- | ----- | 
|Configuration Item Number |  | Title                                                                                                                                                          |  | 2010 Dollars13
AircraftPrice PerA/C |      
|2524D413D26               |  | LH FULL HEIGHT, SEAT TRACK MOUNTED PARTITION WITH INTEGRAL AFT SIDEWALL TRACK MOUNTED STOWAGE BOX - UPPER AFT FACE AT STA 791, LOWER AFT FACE AT STA 794 - SPE |  |                                     | [***] | 
|2525D413A87               |  | ATTENDANT SEATS FOR 767-300                                                                                                                                    |  |                                     | [***] | 
|2525D413B68               |  | ECONOMY CLASS SEATS - SPE                                                                                                                                      |  |                                     | [***] | 
|2525D413B69               |  | PASSENGER COMPARTMENT CREW REST SEATS - INSTALLATION - AFT OF E/C SEATS- SPE                                                                                   |  |                                     | [***] | 
|2525D413C05               |  | BUSINESS CLASS SEATS - WITH UNDERCARPET RACEWAYS                                                                                                               |  |                                     | [***] | 
|2526D413A94               |  | 1F-1C VIDEO CONTROL CENTER                                                                                                                                     |  |                                     | [***] | 
|2527C006A05               |  | FLOOR COVERING - CARPET, SERGED EDGES                                                                                                                          |  |                                     | [***] | 
|2527D413A93               |  | ENTRYWAY FLOOR COVERING                                                                                                                                        |  |                                     | [***] | 
|2527D413C57               |  | FLOOR COVERING - CUSTOMER DIRECTED CARPET SEGMENTS DEFINITION                                                                                                  |  |                                     | [***] | 
|2527D413C65               |  | FLOOR COVERING - CARPET RAW MATERIAL - SPE                                                                                                                     |  |                                     | [***] | 
|2528D413A24               |  | STOWAGE COMPARTMENTS - ADDITION OF INSERTS - SECOND TO LAST LH OVERHEAD STOWAGE BIN                                                                            |  |                                     | [***] | 
|2528D413B00               |  | CENTERLINE STOWAGE BUSTLE                                                                                                                                      |  |                                     | [***] | 
|2528D413B01               |  | CENTERLINE FLOOR MOUNTED STOWAGE UNIT - SPE                                                                                                                    |  |                                     | [***] | 
|2528D413B38               |  | LITERATURE POCKETS                                                                                                                                             |  |                                     | [***] | 
|2528D413B67               |  | BIN FAIRING AND CLOSEOUT PANEL - OUTBOARD OVERHEAD STOWAGE BINS                                                                                                |  |                                     | [***] | 
|2528D413B70               |  | MAGAZINE STOWAGE - MONUMENT MOUNTED                                                                                                                            |  |                                     | [***] | 
|2528D413C13               |  | FLOOR MOUNTED STOWAGE - FORWARD OF AFT LH ENTRY DOOR - SPE                                                                                                     |  |                                     | [***] | 
|2528D413C66               |  | OVERHEAD STOWAGE BINS WITH MIRRORS                                                                                                                             |  |                                     | [***] | 
|2529D413B03               |  | ATTENDANT WORKSTATION                                                                                                                                          |  |                                     | [***] | 
|2529D413C59               |  | CURTAIN AND CURTAIN TRACK INSTALLATION - IN-FLIGHT CREW REST ENCLOSURE - ECONOMY CLASS - AFT RH                                                                |  |                                     | [***] | 
|2529D413C60               |  | CURTAIN AND CURTAIN TRACK INSTALLATION - IN-FLIGHT CREW REST ENCLOSURE - ECONOMY CLASS - AFT LH                                                                |  |                                     | [***] | 
|2529D413D44               |  | CURTAINS AND CURTAIN TRACK INSTALLATION - IN-FLIGHT CREW REST ENCLOSURE - BUSINESS CLASS - AFT RH                                                              |  |                                     | [***] | 
|2530B657H31               |  | F1 GALLEY                                                                                                                                                      |  |                                     | [***] | 
|2530B657H33               |  | F2 GALLEY                                                                                                                                                      |  |                                     | [***] | 
|2530B657H37               |  | A1 GALLEY                                                                                                                                                      |  |                                     | [***] | 
|2530B657L84               |  | F3 GALLEY WITH INTEGRAL CHILLER                                                                                                                                |  |                                     | [***] | 
|2530C826X42               |  | A2 GALLEY                                                                                                                                                      |  |                                     | [***] | 



[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

|                          |  |                                                                                                                      |  |                                     |       | 
|------------------------- |  | -------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------- | ----- | 
|Configuration Item Number |  | Title                                                                                                                |  | 2010 Dollars13
AircraftPrice PerA/C |      
|2530C826X43               |  | A3 GALLEY                                                                                                            |  |                                     | [***] | 
|2530D241A46               |  | SUBSTITUTE/BFBI GALLEY INSERT CERTIFICATION - BFE/SPE                                                                |  |                                     | [***] | 
|2530D413B07               |  | GALLEY PART NUMBERS - BFE/SPE                                                                                        |  |                                     | [***] | 
|2530D413B09               |  | GALLEY INSERT PART NUMBERS-BFE/SPE                                                                                   |  |                                     | [***] | 
|2533C635A20               |  | CHILLERS (7000 BTUH) - THREE - GALLEY - FORWARD AND AFT - ACUREX P/N 267-500 - BFE/SPE                               |  |                                     | [***] | 
|2540D159G49               |  | 2F-10R LAVATORY - WITH PROVISIONS FOR TWO MONITORS                                                                   |  |                                     | [***] | 
|2540D159G50               |  | 2F-10L LAVATORY -WITH PROVISIONS FOR TWO MONITORS                                                                    |  |                                     | [***] | 
|2540D159G57               |  | 1F-1L LAVATORY                                                                                                       |  |                                     | [***] | 
|2540D413B78               |  | 1A-1L LAVATORY                                                                                                       |  |                                     | [***] | 
|2540D413B79               |  | 4F-2RC LAVATORY                                                                                                      |  |                                     | [***] | 
|2540D413D11               |  | LAVATORIES - NON-STANDARD FLOOR PAN INSERT - SPE                                                                     |  |                                     | [***] | 
|2540D413D12               |  | LAVATORIES - NON-ICO INTERIOR COLORS                                                                                 |  |                                     | [***] | 
|2540D413D14               |  | 4F-2LC LAVATORY - WITH DOT LAVATORY FEATURES                                                                         |  |                                     | [***] | 
|2550-000040               |  | NO PROVISIONS FOR LOADING LONG LIGHTWEIGHT ITEMS - FORWARD CARGO COMPARTMENT                                         |  |                                     | [***] | 
|2552-000135               |  | CARGO COMPARTMENTS - PARTIAL FLOOR                                                                                   |  |                                     | [***] | 
|2552-000223               |  | FABRIC STA 744 ENDWALL                                                                                               |  |                                     | [***] | 
|2552A931A07               |  | SLOPING SIDEWALL - CARGO COMPARTMENTS - .020 THICKNESS OVERALL AND .030 THICKNESS AT CARGO DOORS - BMS 8-223         |  |                                     | [***] | 
|2553-000036               |  | HARDWARE FOR STANDARD CONTAINERS IN THE AFT CARGO COMPARTMENT                                                        |  |                                     | [***] | 
|2553-000042               |  | NO SPOOL-TYPE LOADER INDEX FITTINGS - AFT CARGO COMPARTMENT                                                          |  |                                     | [***] | 
|2553-000044               |  | HARDWARE FOR CARRIAGE OF 88 X 125 AND 96 X 125 INCH PALLETS AND STANDARD CONTAINERS IN THE FORWARD CARGO COMPARTMENT |  |                                     | [***] | 
|2553-000085               |  | REMOTELY OPERATED CONTAINER ROLLOUT STOPS - AFT CARGO COMPARTMENT DOORWAY                                            |  |                                     | [***] | 
|2555-000022               |  | STANDARD BULK CARGO AREA FLOOR                                                                                       |  |                                     | [***] | 
|2555-000024               |  | BULK CARGO DOOR PROTECTOR - NET                                                                                      |  |                                     | [***] | 
|2560-000175               |  | HALON FIRE EXTINGUISHER - FLIGHT DECK - WALTER KIDDE                                                                 |  |                                     | [***] | 
|2560-000200               |  | PROTECTIVE BREATHING EQUIPMENT - FLIGHT DECK - SCOTT AVIATION - P/N 802300-14 - BFE/SPE                              |  |                                     | [***] | 
|2560D174A02               |  | CREW LIFE VESTS - FLIGHT DECK - AIR CRUISER - P/N 66601-501 - BFE/SPE                                                |  |                                     | [***] | 
|2561A931A10               |  | FORWARD ESCAPE HATCH POSITION FOR ESCAPE STRAP                                                                       |  |                                     | [***] | 



[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

|                          |  |                                                                                                                                                                                                              |  |                                     |       | 
|------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------------------------- | ----- | 
|Configuration Item Number |  | Title                                                                                                                                                                                                        |  | 2010 Dollars13
AircraftPrice PerA/C |      
|2562D413B72               |  | OVERWATER EMERGENCY EQUIPMENT                                                                                                                                                                                |  |                                     | [***] | 
|2564D413C20               |  | DETACHABLE EMERGENCY EQUIPMENT - PASSENGER COMPARTMENT - NO AFT WHEEL CHAIR STOWAGE - BFE/SPE                                                                                                                |  |                                     | [***] | 
|2610-000025               |  | KIDDE FIRE DETECTION SYSTEM - GE CF6-80C2 ENGINES AND APU                                                                                                                                                    |  |                                     | [***] | 
|2618-000009               |  | SINGLE LOOP DUCT LEAK DETECTION SYSTEM - 3 ZONE                                                                                                                                                              |  |                                     | [***] | 
|2622-000004               |  | FIRE BOTTLE COMMONALITY - CF6-80C2 ENGINES AND DUAL APU FIRE EXTINGUISHING SYSTEM                                                                                                                            |  |                                     | [***] | 
|2732-000002               |  | STALL WARNING COMPUTER SPEED TAPE ACTIVATION - DISPLAY MINIMUM MANEUVER SPEED ON TAKEOFF                                                                                                                     |  |                                     | [***] | 
|2811-000021               |  | EXTENDED RANGE (ER) FUEL TANK AND FUEL JETTISON SYSTEMS                                                                                                                                                      |  |                                     | [***] | 
|2844-000005               |  | FUEL MEASURING STICKS IN KILOGRAMS WITH CONVERSION TABLES IN KILOGRAMS                                                                                                                                       |  |                                     | [***] | 
|2911-000003               |  | AC MOTOR-DRIVEN HYDRAULIC PUMPS - EATON (VICKERS) S270T201-7                                                                                                                                                 |  |                                     | [***] | 
|2911-000038               |  | ENGINE-DRIVEN HYDRAULIC PUMPS - EATON (VICKERS INC.) (60B00200-12)                                                                                                                                           |  |                                     | [***] | 
|3042-000003               |  | WINDSHIELD WIPERS - TWO SPEED - SINGLE SWITCH                                                                                                                                                                |  |                                     | [***] | 
|3080-000006               |  | MANUAL ANTI-ICING SYSTEM - NO ICE DETECTION                                                                                                                                                                  |  |                                     | [***] | 
|3120-000011               |  | ELECTRONIC CLOCKS - WITHOUT TENTHS OF MINUTE DISPLAY - MAIN INSTRUMENT PANEL                                                                                                                                 |  |                                     | [***] | 
|3131-000143               |  | ACCELEROMETER - HONEYWELL P/N 971-4193-001 - BFE/SPE                                                                                                                                                         |  |                                     | [***] | 
|3131B628B16               |  | DIGITAL FLIGHT DATA RECORDER (DFDR) - HONEYWELL - 1024 WORDS PER SECOND MAXIMUM DATA RATE - P/N 980-4750-009 - BFE/SPE                                                                                       |  |                                     | [***] | 
|3131D156A55               |  | DIGITAL FLIGHT DATA ACQUISITION UNIT (DFDAU) WITH ACMS CAPABILITY AND INTEGRATED PCMCIA MEDIA INTERFACE - TELEDYNE CONTROLS - 512 WPS CAPABLE - 737-7 OR 767-6 DATA FRAME ACTIVE -
P/N 2233000-816 - BFE/SPE |  |                                     | [***] | 
|3132-000095               |  | AIRBORNE DATA LOADER/RECORDER - ARINC 615 - ALLIEDSIGNAL - 964-0401-006 - BFE/SPE                                                                                                                            |  |                                     | [***] | 
|3132-000117               |  | DATA LOADER SELECTOR SWITCH MODULE - 20 POSITION 3 WAY - SFE                                                                                                                                                 |  |                                     | [***] | 
|3132A887A01               |  | DUAL ARINC 615 DATA LOADER/RECORDER INTERFACE TO THE THREE WAY, TWENTY POSITION SYSTEM SELECTOR SWITCH - PORTABLE DATA LOADER/RECORDER CONNECTOR INSTALLATION IN P61 RIGHT SIDE PANEL
- SFE                  |  |                                     | [***] | 
|3133-000057               |  | FULL FORMAT PRINTER - MILTOPE - ARINC 744 - P/N 706300-212 - BFE/SPE                                                                                                                                         |  |                                     | [***] | 



[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

|                          |  |                                                                                                                                                          |  |                                     |       | 
|------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------- | ----- | 
|Configuration Item Number |  | Title                                                                                                                                                    |  | 2010 Dollars13
AircraftPrice PerA/C |      
|3133-000125               |  | ARINC 744 PRINTER PROVISIONS IN THE FLIGHT DECK AISLESTAND                                                                                               |  |                                     | [***] | 
|3151-000042               |  | FIREBELL AURAL WARNING - 1 SECOND ON, 9 SECONDS OFF                                                                                                      |  |                                     | [***] | 
|3151-000046               |  | AUTOPILOT DISCONNECT - AURAL WARNING SIREN - AURAL WARNING AND MASTER WARNING LIGHT INHIBITED WHEN AUTOPILOT DISCONNECT SWITCH IS DOUBLE PRESSED QUICKLY |  |                                     | [***] | 
|3151A065A47               |  | RESETTABLE OVERSPEED AURAL WARNING - SIREN                                                                                                               |  |                                     | [***] | 
|3161-000135               |  | HYDRAULIC PRESSURE ON EICAS STATUS PAGES                                                                                                                 |  |                                     | [***] | 
|3161-000137               |  | APU RPM ON EICAS STATUS PAGES                                                                                                                            |  |                                     | [***] | 
|3161-000139               |  | APU OIL QUANTITY LEVEL ON EICAS                                                                                                                          |  |                                     | [***] | 
|3161-000141               |  | ADDITIONAL ENVIRONMENTAL CONTROL SYSTEM (ECS) PARAMETERS - DISPLAY ON EICAS MAINTENANCE PAGE                                                             |  |                                     | [***] | 
|3161-000144               |  | GENERATOR OFF AND ENGINE OIL PRESSURE - EICAS ADVISORY LEVEL MESSAGES                                                                                    |  |                                     | [***] | 
|3161-000147               |  | ECS PRECOOLER OUTLET TEMPERATURE - (PW AND GE ENGINES) - DISPLAY ON EICAS                                                                                |  |                                     | [***] | 
|3161-000152               |  | BULK CARGO COMPARTMENT TEMPERATURE - DISPLAY ON EICAS                                                                                                    |  |                                     | [***] | 
|3161-000154               |  | RAM AIR OUTLET DOOR POSITION - DISPLAY ON EICAS                                                                                                          |  |                                     | [***] | 
|3161-000189               |  | ENGINE FUEL FLOW - FULL TIME DISPLAY - LOWER EICAS DISPLAY                                                                                               |  |                                     | [***] | 
|3162-000016               |  | FLIGHT MODE ANNUNCIATION AT TOP OF ADI                                                                                                                   |  |                                     | [***] | 
|3162-000021               |  | AIRSPEED TAPE - ROLLING DIGITS AND TREND VECTOR - ADI                                                                                                    |  |                                     | [***] | 
|3162-000022               |  | FLIGHT DIRECTOR COMMAND DISPLAY - SPLIT AXIS - ADI                                                                                                       |  |                                     | [***] | 
|3162-000026               |  | DISPLAY OF ROUND DIAL AND DIGITAL RADIO ALTITUDE - ADI                                                                                                   |  |                                     | [***] | 
|3162-000030               |  | RISING RUNWAY - DISPLAYED ON THE ADI                                                                                                                     |  |                                     | [***] | 
|3162-000034               |  | RADIO ALTITUDE HEIGHT ALERT DISPLAY - 2500 FEET - ADI                                                                                                    |  |                                     | [***] | 
|3162-000054               |  | ILS DEVIATION WARNING - ADI                                                                                                                              |  |                                     | [***] | 
|3162-000059               |  | MAP MODE ORIENTATION - TRACK UP - NAVIGATION DISPLAY                                                                                                     |  |                                     | [***] | 
|3162-000066               |  | TRUE AIRSPEED AND GROUND SPEED - NAVIGATION DISPLAY                                                                                                      |  |                                     | [***] | 
|3162-000070               |  | WIND BEARING DIGITAL DISPLAY - NAVIGATION DISPLAY                                                                                                        |  |                                     | [***] | 
|3162-000081               |  | ADF POINTER(S) - NAVIGATION DISPLAY                                                                                                                      |  |                                     | [***] | 



[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

|                          |  |                                                                                                                                                     |  |                                     |       | 
|------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------- | ----- | 
|Configuration Item Number |  | Title                                                                                                                                               |  | 2010 Dollars13
AircraftPrice PerA/C |      
|3221-000011               |  | TORQUE ARM QUICK DISCONNECT - NOSE LANDING GEAR                                                                                                     |  |                                     | [***] | 
|3242A114B69               |  | ANTISKID/AUTOBRAKE CONTROL UNIT (AACU) P/N 42-767-2 (S283T001-27) - INSTALLATION                                                                    |  |                                     | [***] | 
|3245-000230               |  | WHEELS AND TIRES - NOSE LANDING GEAR - WHEELS - ALLIEDSIGNAL - INSTALLATION WITH SFE 24 PR, 235 MPH TIRES                                           |  |                                     | [***] | 
|3245A298A12               |  | BRAKES - CARBON - MESSIER-BUGATTI                                                                                                                   |  |                                     | [***] | 
|3245A438A27               |  | OPERATIONAL TIRE SPEED LIMITS - 235MPH                                                                                                              |  |                                     | [***] | 
|3245A438A28               |  | WHEELS AND TIRES - MAIN LANDING GEAR - HIGH GROSS WEIGHT WHEELS - MESSIER-BUGATTI - INSTALLATION WITH SFE 32 PR, 235 MPH TIRES.                     |  |                                     | [***] | 
|3246-000005               |  | BRAKE TEMPERATURE MONITORING SYSTEM                                                                                                                 |  |                                     | [***] | 
|3321D413B46               |  | PASSENGER COMPARTMENT ILLUMINATION - SIDE WALL LIGHTS - AFT LH AND RH IN-FLIGHT CREW REST CURTAIN ENCLOSURE AREAS                                   |  |                                     | [***] | 
|3324-000117               |  | NO-SMOKING LIGHT ON - HARD WIRE                                                                                                                     |  |                                     | [***] | 
|3342-000009               |  | TAXI LIGHTS - NOSE GEAR MOUNTED - SPACE PROVISIONS                                                                                                  |  |                                     | [***] | 
|3350B657N97               |  | EMERGENCY ESCAPE PATH LIGHTING SYSTEM - FLOOR MOUNTED                                                                                               |  |                                     | [***] | 
|3413-000027               |  | MACH/AIRSPEED INDICATOR - TWO KNOT GRADUATIONS BELOW 250 KNOTS                                                                                      |  |                                     | [***] | 
|3421-000042               |  | FAA MACH/AIRSPEED LIMITS AND OVERSPEED ALERTING                                                                                                     |  |                                     | [***] | 
|3423-000006               |  | STANDBY MAGNETIC COMPASS COMPENSATION FOR ELECTRICAL CIRCUITS (+/- 5 DEGREES)                                                                       |  |                                     | [***] | 
|3430B866A33               |  | ILS/GPS MULTI-MODE RECEIVER (MMR) - ROCKWELL COLLINS - P/N 822-1821-001 - BFE/SPE                                                                   |  |                                     | [***] | 
|3433-000032               |  | RADIO ALTIMETER (RA) - ROCKWELL INTERNATIONAL CORP - P/N 822-0334-002 - BFE/SPE                                                                     |  |                                     | [***] | 
|3443A065B20               |  | DUAL WEATHER RADAR CONTROL PANEL - WITH MULTISCAN FUNCTIONALITY - ROCKWELL COLLINS P/N 622-5130-801 - BFE/SPE                                       |  |                                     | [***] | 
|3443C594A20               |  | DUAL WEATHER RADAR SYSTEM - WITH PREDICTIVE WINDSHEAR AND MULTISCAN CAPABILITY - ROCKWELL COLLINS WRT-2100 TRANSCEIVER - P/N 822-1710-002 - BFE/SPE |  |                                     | [***] | 
|3445A065A86               |  | TCAS SYSTEM - ROCKWELL COLLINS TCAS COMPUTER P/N 822-1293-002 - TCAS CHANGE 7 COMPLIANT - BFE/SPE                                                   |  |                                     | [***] | 
|3446-000045               |  | STANDARD VOLUME FOR ALTITUDE CALLOUTS                                                                                                               |  |                                     | [***] | 
|3446-000048               |  | ENHANCED GROUND PROXIMITY WARNING SYSTEM (EGPWS) - BANK ANGLE CALLOUT ENABLE                                                                        |  |                                     | [***] | 
|3446-000049               |  | 500 SMART CALLOUT INHIBITED                                                                                                                         |  |                                     | [***] | 



[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

|                          |  |                                                                                                                                                       |  |                                     |       | 
|------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------- | ----- | 
|Configuration Item Number |  | Title                                                                                                                                                 |  | 2010 Dollars13
AircraftPrice PerA/C |      
|3446B800D17               |  | GROUND PROXIMITY WARNING SYSTEM - MODE 6 ALTITUDE CALLOUTS - 2500, 1000, 500, 400, 300, 200, 100, 50, 40, 30, 20, 10, MINIMUMS                        |  |                                     | [***] | 
|                          |  |                                                                                                                                                      
|3451-000022               |  | VOR/MARKER BEACON - ROCKWELL RECEIVER P/N 822-0297-001 - BFE/SPE                                                                                      |  |                                     | [***] | 
|                          |  |                                                                                                                                                      
|3453B866A16               |  | ATC SYSTEM - ROCKWELL COLLINS ATC TRANSPONDER P/N 822-1338-003 - ELS/EHS/ES AND TCAS CHANGE 7 COMPLIANT - GABLES CONTROL PANEL P/N G6992-12 - BFE/SPE |  |                                     | [***] | 
|                          |  |                                                                                                                                                      
|3455-000019               |  | DISTANCE MEASURING EQUIPMENT (DME) - ROCKWELL INTERROGATOR P/N 822-0329-001 - BFE/SPE                                                                 |  |                                     | [***] | 
|                          |  |                                                                                                                                                      
|3457-000219               |  | AUTOMATIC DIRECTION FINDER (ADF) - DUAL SYSTEM - ROCKWELL ADF-900/700 SERIES - ADF RECEIVER P/N 822-0299-001 - ADF ANTENNA P/N 622-5404-003 - BFE/SPE |  |                                     | [***] | 
|                          |  |                                                                                                                                                      
|3457-000289               |  | DUAL ADF CONTROL PANEL - BAE SYSTEMS - 285T0557-2 - WITHOUT BFO OR TONE SWITCH - SFE                                                                  |  |                                     | [***] | 
|                          |  |                                                                                                                                                      
|3461A425A03               |  | FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - OFFPATH DESCENT CIRCLES AND DISTANCE MEASURING EQUIPMENT RANGE RINGS DISPLAYED                             |  |                                     | [***] | 
|                          |  |                                                                                                                                                      
|3461A425A04               |  | FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - SCANNING DME OPERATIONS - ENABLE                                                                           |  |                                     | [***] | 
|                          |  |                                                                                                                                                      
|3461A425A05               |  | FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - RUNWAY DISTANCE AND OFFSET POSITION SHIFT IN UNITS OF FEET                                                 |  |                                     | [***] | 
|                          |  |                                                                                                                                                      
|3461A425A10               |  | FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - NAVIGATION DATABASE - CUSTOMER SUPPLIED                                                                    |  |                                     | [***] | 
|                          |  |                                                                                                                                                      
|3461A425A12               |  | FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - TAKEOFF DATA LINK - ENABLE                                                                                 |  |                                     | [***] | 
|                          |  |                                                                                                                                                      
|3461A425A13               |  | FMCS - AIRLINE MODIFIABLE INFORMATION (AMI) - CUSTOMER SUPPLIED                                                                                       |  |                                     | [***] | 
|                          |  |                                                                                                                                                      
|3461A425A16               |  | FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - AIR TRAFFIC SERVICES DATA LINK (ATS DL) - FANS FEATURE ACTIVATION                                          |  |                                     | [***] | 
|                          |  |                                                                                                                                                      
|3461A425A17               |  | FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - AIRLINE OPERATIONAL COMMUNICATIONS DATA LINK (AOC DL) - FANS FEATURE ACTIVATION                            |  |                                     | [***] | 
|                          |  |                                                                                                                                                      
|3461A425A18               |  | FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - PRINTER INTERFACE - FANS FEATURE ACTIVATION                                                                |  |                                     | [***] | 
|                          |  |                                                                                                                                                      
|3511B899B48               |  | CREW OXYGEN MASKS - AUTOMATIC PRESSURE BREATHING TYPE WITH SEPARATE SMOKE GOGGLES - CAPTAIN AND FIRST OFFICER - AVOX - BFE/SPE                        |  |                                     | [***] | 
|                          |  |                                                                                                                                                      
|3511B899B49               |  | CREW OXYGEN MASKS - AUTOMATIC PRESSURE BREATHING TYPE WITH SEPARATE SMOKE GOGGLES - FIRST OBSERVER - AVOX - BFE/SPE                                   |  |                                     | [***] | 
|                          |  |                                                                                                                                                      
|3511B899B50               |  | CREW OXYGEN MASKS - AUTOMATIC PRESSURE BREATHING TYPE WITH SEPARATE SMOKE GOGGLES - SECOND OBSERVER - AVOX - BFE/SPE                                  |  |                                     | [***] | 



[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

|                          |  |                                                                                                             |  |                                     |            | 
|------------------------- |  | ----------------------------------------------------------------------------------------------------------- |  | ----------------------------------- | ---------- | 
|Configuration Item Number |  | Title                                                                                                       |  | 2010 Dollars13
AircraftPrice PerA/C |           
|3611-000005               |  | HAMILTON STANDARD - INTERMEDIATE PRESSURE (IP) CHECK VALVES - GE\P&W ENGINES                                |  |                                     | [***]      | 
|3811-000022               |  | POTABLE WATER - SERVICEABLE TO 149 GALLONS                                                                  |  |                                     | [***]      | 
|3831-000008               |  | WASTE TANK CAPACITY - 116 GALLONS                                                                           |  |                                     | [***]      | 
|3832-000031               |  | VACUUM WASTE SYSTEM - ENVIROVAC TOILET ASSEMBLIES                                                           |  |                                     | [***]      | 
|3910B800A77               |  | CONTROL PANEL ARRANGEMENT - P8 AISLE STAND - FLIGHT DECK - LAN                                              |  |                                     | [***]      | 
|4420C991A03               |  | INFLIGHT ENTERTAINMENT SYSTEM - PARTIAL PROVISIONS - 3GCN COMPLIANT                                         |  |                                     | [***]      | 
|4420D253B36               |  | IFE SYSTEM - IN-SEAT VIDEO FEATURES - 221 PASSENGERS - PANASONIC EX2 - CSE                                  |  |                                     | [***]      | 
|4420D253B40               |  | IFE SYSTEM - DISTRIBUTION EQUIPMENT - PANASONIC EX2 - CSE                                                   |  |                                     | [***]      | 
|4420D253B44               |  | IFE SYSTEM - EXTERNAL INTERFACES - NAV DATA, ACARS, ALL DOORS CLOSED DISCRETE - PANASONIC EX2 - CSE         |  |                                     | [***]      | 
|4420D253C19               |  | IFE SYSTEM - VIDEO CONTROL CENTER EQUIPMENT - PANASONIC EX2 - CSE                                           |  |                                     | [***]      | 
|4420D253C20               |  | IFE SYSTEM - IN-SEAT IFE EQUIPMENT - 221 PASSENGERS WITH 10 MONUMENT MOUNTED MONITORS - PANASONIC EX2 - CSE |  |                                     | [***]      | 
|4420D253C26               |  | IFE SYSTEM - OVERHEAD VIDEO DISPLAYS - ONE 23 INCH DISPLAY AND TWO 15.4 INCH DISPLAYS - PANASONIC EX2 - CSE |  |                                     | [***]      | 
|4970-000046               |  | APU CYCLEMETER - AFT ELECTRONIC EQUIPMENT (E/E) COMPARTMENT                                                 |  |                                     | [***]      | 
|4970-000047               |  | APU HOURMETER - AFT ELECTRONIC EQUIPMENT (E/E) COMPARTMENT                                                  |  |                                     | [***]      | 
|5210-000024               |  | TYPE A - III - III - A DOOR ARRANGEMENT                                                                     |  |                                     | [***]      | 
|5300B657K49               |  | SEAT TRACK - BL 45.5 LEFT AND RIGHT - STA 389 TO STA 721.805.                                               |  |                                     | [***]      | 
|7200-000382               |  | STANDARD FAN SPINNER - GE ENGINES                                                                           |  |                                     | [***]      | 
|7200-000412               |  | GE PROPULSION SYSTEM                                                                                        |  |                                     | [***]      | 
|7200A114C89               |  | GENERAL ELECTRIC ENGINES - CF6-80C2-B6F - B6F RATING - WITH FADEC                                           |  |                                     | [***]      | 
|7830-000012               |  | MANUAL OPENING OF THRUST REVERSER ASSEMBLIES - GE CF6-80C2 ENGINES                                          |  |                                     | [***]      | 
|7900-000117               |  | LUBRICATING OIL - BP TURBO OIL 2380                                                                         |  |                                     | [***]      | 
|8011-000006               |  | HAMILTON STANDARD STARTERS AND STARTER VALVES - GE ENGINES                                                  |  |                                     | [***]      | 
|INT_ALLOWANCE             |  | INTERIOR ALLOWANCE FOR ALL MINOR MODELS (FOR USE ON DCAC-CONFIGURED AIRPLANES ONLY)                         |  |                                     | [***]      | 
|OPTIONS: 249              |  | TOTAL:                                                                                                      |  |                                     | $7,482,000 | 



[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

BUYER FURNISHED EQUIPMENT VARIABLES

between

THE
BOEING COMPANY

and

LAN Airlines S.A.

Supplemental Exhibit BFE2

to Purchase Agreement Number PA-2126



[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

BUYER FURNISHED EQUIPMENT VARIABLES

relating to

BOEING MODEL 767-316ER AIRCRAFT

This Supplemental Exhibit BFE2 contains supplier selection dates, on-dock dates and other requirements applicable to the Aircraft.

1. Supplier Selection.

Customer will:

Select and notify Boeing of the suppliers and part numbers of the following BFE items by the following dates:



|                                  |  |         
|--------------------------------- |  | --------
|                                  | 
|Galley System                     |  | Complete
|                                  | 
|Galley Inserts                    |  | Complete
|                                  | 
|Seats (Suites)                    |  | Complete
|                                  | 
|Seats (F/C, B/C, Premium E/C)     |  | Complete
|                                  | 
|Seats (Economy class)             |  | Complete
|                                  | 
|Overhead & Audio System           |  | Complete
|                                  | 
|In-Seat Video System              |  | Complete
|                                  | 
|Miscellaneous Emergency Equipment |  | Complete

2. On-dock Dates and Other Information.

Boeing will provide to Customer the BFE Requirements electronically in My Boeing Fleet (MBF), through My Boeing Configuration (MBC). These requirements



[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

may be periodically revised, setting forth the items, quantities, on-dock dates and shipping instructions and other requirements relating to the in-sequence installation of BFE. For planning
purposes, preliminary BFE on-dock dates are set forth below:



|                                  |  |                                               |  |       |  |       |  |       |  |      
|--------------------------------- |  | --------------------------------------------- |  | ----- |  | ----- |  | ----- |  | -----
|Item                              |  | Preliminary On-Dock Dates
[Month of Delivery]
|                                  |  | [***]                                         |  | [***] |  | [***] |  | [***] |  | [***]
|Seats                             |  | [***]                                         |  | [***] |  | [***] |  | [***] |  | [***]
|Galleys Furnishings               |  | [***]                                         |  | [***] |  | [***] |  | [***] |  | [***]
|Electronics                       |  | [***]                                         |  | [***] |  | [***] |  | [***] |  | [***]
|Cabin Systems Equipment           |  | [***]                                         |  | [***] |  | [***] |  | [***] |  | [***]
|Miscellaneous/Emergency Equipment |  | [***]                                         |  | [***] |  | [***] |  | [***] |  | [***]
|Textiles/Raw Materials            |  | [***]                                         |  | [***] |  | [***] |  | [***] |  | [***]



[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

|                                  |  |                                              |  |       |  |       |  |       |  |       |  |      
|--------------------------------- |  | -------------------------------------------- |  | ----- |  | ----- |  | ----- |  | ----- |  | -----
|Item                              |  | Preliminary On-Dock Dates[Month of
Delivery]
|                                  |  | [***]                                        |  | [***] |  | [***] |  | [***] |  | [***] |  | [***]
|Seats                             |  | [***]                                        |  | [***] |  | [***] |  | [***] |  | [***] |  | [***]
|Galleys Furnishings               |  | [***]                                        |  | [***] |  | [***] |  | [***] |  | [***] |  | [***]
|Electronics                       |  | [***]                                        |  | [***] |  | [***] |  | [***] |  | [***] |  | [***]
|Cabin Systems Equipment           |  | [***]                                        |  | [***] |  | [***] |  | [***] |  | [***] |  | [***]
|Miscellaneous/Emergency Equipment |  | [***]                                        |  | [***] |  | [***] |  | [***] |  | [***] |  | [***]
|Textiles/Raw Materials            |  | [***]                                        |  | [***] |  | [***] |  | [***] |  | [***] |  | [***]

3. Additional Delivery RequirementsImport.

Customer will be the importer of record (as defined by the U.S. Customs and Border Protection) for all BFE
imported into the United States, and as such, it has the responsibility to ensure all of Customers BFE shipments comply with U.S. Customs Service regulations. In the event Customer requests Boeing, in writing, to act as importer of record for
Customers BFE, and Boeing agrees to such request, Customer is responsible for ensuring Boeing can comply with all U.S. Customs Import Regulations by making certain that, at the time of shipment, all BFE shipments comply with the requirements
in the International Shipment Routing Instructions, including the Customs Trade Partnership Against Terrorism (C-TPAT), as set out on the Boeing website referenced below. Customer agrees to include the International Shipment
Routing Instructions, including C-TPAT requirements, in each contract between Customer and BFE supplier.

http://www.boeing.com/companyoffices/doingbiz/supplier_portal/index_general.html



[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

The Boeing
Company

P.O. Box
3707

Seattle, WA
98124-2207

LOGO





6-1162-ILK-0385R3

LAN Airlines S.A.

Avenida Presidente Riesco 5711

Piso 19

Las Condes

Santiago, Chile



|Subject: | Performance Guarantees Relating to the 2011 Aircraft, 2012 Aircraft, 2013 Aircraft and 2013 Additional Aircraft
|-------- | ---------------------------------------------------------------------------------------------------------------



|Reference: | Purchase Agreement No. 2126 (the Purchase Agreement) between The Boeing Company (Boeing) and LAN Airlines S.A.
(Customer) relating to Model 767-316F, Model 767-38EF and Model 767-316ER aircraft (hereinafter referred to as Aircraft)
|---------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

This letter agreement (Letter Agreement) cancels and supercedes Letter Agreement 6-1162-ILK-0385R2 and amends and supplements the
Purchase Agreement. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement.

2011 Aircraft shall mean each or all three (3) new Boeing Model 767-316ER scheduled for delivery [***],
respectively, as shown in Table 11 in Supplemental Agreement No. 31 to the Purchase Agreement.

2012
Aircraft shall mean each or all six (6) 767-316ER scheduled for delivery in [***], respectively as shown in Table 13 in Supplemental Agreement No. 32 to the Purchase Agreement.

2013 Aircraft shall mean each or five (5) 767-316ER Aircraft, with deliveries in [***] as shown in Table 14 in
Supplemental Agreement No. 32 to the Purchase Agreement.

2013 Additional Aircraft shall mean each or
two (2) 767-316ER Aircraft with deliveries in [***] as shown in Table 14 in Supplemental Agreement No. 32 to the Purchase Agreement.

Boeing agrees to provide Customer with the performance guarantees in the Attachment. These guarantees are exclusive and expire upon delivery of the
Aircraft to Customer.

Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter
Agreement are provided to Customer in consideration of Customer becoming the operator of the Aircraft and cannot be assigned, in whole or in part.



|                       |  |  |  |      
|---------------------- |  |  |  | -----
|P.A. No. 2126          |  |  |  | SA-32
|Performance Guarantees |  | 

BOEING PROPRIETARY

[***] This information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

LOGO

LAN Airlines S.A.

6-1162-ILK-0385 R3 Page 23



Boeing and Customer understand that the commercial and financial information contained in this Letter Agreement is considered by the parties as confidential (Confidential Information) and both agree not
to disclose such Confidential Information except as provided herein. In addition to the parties respective officers, directors and employees who need to know the Confidential Information and who understand the obligation to keep it
confidential, the parties may disclose Confidential Information (1) to the extent required by law and (2) to its agents, auditors and advisors who need to know the Confidential Information for purposes of enabling each party to understand,
perform its obligations under, or receive the benefits of, this Letter Agreement and who have agreed not to use or disclose the Confidential Information for any other purpose without the other partys prior written consent. In the event that a
party concludes that disclosure of Confidential Information contained in this Letter Agreement is required by applicable law, the party will so advise the other party promptly in writing and endeavor to protect the confidentiality of such
Confidential Information to the widest extent possible. In the event of a legal dispute with Boeing, nothing herein will preclude Customer from sharing with its legal counsel information necessary for purposes of enabling counsel to advise or
represent Customer provided that so long as Customer causes its legal counsel to maintain the confidentiality of information that is the subject of this Article. Except as provided in the assignment provisions of Article 21 of Letter Agreement
6-1162-LAJ-0895R6 entitled Business Considerations; and Article 9 of Letter Agreement 6-1162-ILK-0412 entitled Special Matters Relating to Three Aircraft Originally Scheduled to Deliver in 2009; Article 6 of Letter Agreement
6-1162-ILK-0450 entitled Special Matters Letter Applicable to the 2012 Accelerated Aircraft; Article 6 of Letter Agreement 6-1162-ILK-0451 entitled Special Matters Applicable to the 2012 Additional Aircraft and Article 9 to
Letter Agreement 6-1162-ILK0451R1 entitled Special Matters Applicable to the 2012 Additional Aircraft and 2013 Aircraft, Customer will not disclose this Letter Agreement for purposes of financing payments without the prior written
consent of Boeing, which consent will be provided once the financier enters into a Non Disclosure Agreement with Boeing in form and substance reasonably satisfactory to Boeing, which will include agreeing not to disclose or use Confidential
Information except for the purpose set forth herein. This provision shall not apply to any Confidential Information that is in the public domain except that a party will be liable to the other for breach of its obligations under this provision if
the Confidential Information entered the public domain as a consequence of a wrongful act or omission on its part.



|                       |  |  |  |      
|---------------------- |  |  |  | -----
|P.A. No. 2126          |  |  |  | SA-32
|Performance Guarantees |  | 

BOEING PROPRIETARY

[***] This information is subject to confidential treatment and has been omitted and filed separately with the commission.



---



LOGO

LAN Airlines S.A.

6-1162-ILK-0385 R3 Page 24



|                   |  |                    
|------------------ |  | -------------------
|Very truly yours, 
|                  
|THE BOEING COMPANY
|                  
|Original Signed by
|                   | 
|By:                |  |                    
|                   |  | Melanie A. Gauthier
|                   | 
|Its:               |  | Attorney-In-Fact   

If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated herein,
please indicate your acceptance, agreement and approval.

ACCEPTED AND AGREED TO this 22ndday of December of 2011.



|                   |  |                                           
|------------------ |  | ------------------------------------------
|LAN AIRLINES S.A. 
|                  
|Original signed by
|                   | 
|By:                |  |                                           
|                   |  | Roberto Alvo                              
|                   | 
|Its:               |  | Senior VP Corporate Planning & Development



|                   |  |                           
|------------------ |  | --------------------------
|Original signed by
|                   | 
|By:                |  |                           
|                   |  | Andres Del Valle E.       
|                   | 
|Its:               |  | Corporate Finance Director



|                       |  |  |  |      
|---------------------- |  |  |  | -----
|P.A. No. 2126          |  |  |  | SA-32
|Performance Guarantees |  | 

BOEING PROPRIETARY

[***] This information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

MODEL 767-300ER PERFORMANCE GUARANTEES

FOR LAN AIRLINES S.A.



|        |  |                             
|------- |  | ----------------------------
|        | 
|SECTION |  | CONTENTS                    
|        | 
|1       |  | AIRCRAFT MODEL APPLICABILITY
|        | 
|2       |  | FLIGHT PERFORMANCE          
|        | 
|3       |  | MANUFACTURER'S EMPTY WEIGHT 
|        | 
|4       |  | AIRCRAFT CONFIGURATION      
|        | 
|5       |  | GUARANTEE CONDITIONS        
|        | 
|6       |  | GUARANTEE COMPLIANCE        
|        | 
|7       |  | EXCLUSIVE GUARANTEES        



[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

|1 | AIRCRAFT MODEL APPLICABILITY
|- | ----------------------------

The
guarantees contained in this Attachment (the "Performance Guarantees") are applicable to the 767-300ER Aircraft [***].



|2 | FLIGHT PERFORMANCE
|- | ------------------



|2.1 | Takeoff
|--- | -------

[***]



|2.2 | Landing
|--- | -------

[***]



|2.3 | Cruise Range
|--- | ------------

[***].



|3 | MANUFACTURER'S EMPTY WEIGHT
|- | ---------------------------

[***].



|4 | AIRCRAFT CONFIGURATION
|- | ----------------------



|4.1 | [***].
|--- | ------



|4.2 | [***].
|--- | ------



|5 | GUARANTEE CONDITIONS
|- | --------------------



|5.1 | [***].
|--- | ------



|5.2 | [***].
|--- | ------



[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

|5.3 | [***].
|--- | ------



|5.4 | [***].
|--- | ------



|5.5 | [***].
|--- | ------



|5.6 | [***].
|--- | ------



|5.7 | [***].
|--- | ------



|6 | GUARANTEE COMPLIANCE
|- | --------------------



|6.1 | [***].
|--- | ------



|6.2 | [***].
|--- | ------



|6.3 | [***].
|--- | ------



|6.4 | [***]
|--- | -----



|6.5 | [***].
|--- | ------



|6.6 | [***].
|--- | ------



|7 | EXCLUSIVE GUARANTEES
|- | --------------------

The only
performance guarantees applicable to the Aircraft are those set forth in this Attachment.



[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

6-1162-ILK-0451R2

LAN Airlines S.A.

Avenida Presidente Riesco 5711

Piso 19

Las Condes

Santiago, Chile



|Subject: | Special Matters Letter Applicable to the 2012 Additional Aircraft, 2013 Aircraft and 2013 Additional Aircraft
|-------- | -------------------------------------------------------------------------------------------------------------



|Reference: | Purchase Agreement No. 2126 (the Purchase Agreement) between The Boeing Company (Boeing) and LAN Airlines S.A.
(Customer) relating to Model 767-316F, Model 767-38EF and Model 767-316ER aircraft (hereinafter referred to as Aircraft)
|---------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this
Letter Agreement have the same meaning as in the Purchase Agreement.



|1. | Definitions.
|-- | ------------

1.1
STE when used specifically in relation to any credit memorandum contained in this letter agreement shall mean that the relevant credit memorandum shall be escalated to the month of delivery in the same manner as the
Airframe Price in accordance with the escalation formula reflected in Supplemental Exhibit AE1 2010$ to the Purchase Agreement entitled Escalation adjustment - airframe and optional features.

1.2 Limitations on Use when used in relation to any credit memorandum contained in this letter agreement
shall mean that the applicable credit memorandum may be used for the purchase of Boeing goods and services or applied to the final delivery payment for the Aircraft for which the credit was issued, but that the relevant credit memorandum shall be
prohibited from use for satisfaction of any Advance Payment obligation.

1.3 2012 Additional
Aircraft shall mean each or all three, as the case may be, of the three 767-316ER Aircraft (as previously defined in Supplemental Agreement No. 30 to the Purchase Agreement) scheduled for delivery in [***], respectively.

1.4 2013 Aircraft shall mean each or all five (5) 767-316ER Aircraft, with deliveries
in [***] as shown in Table 14 in Supplemental Agreement No. 32 to the Purchase Agreement.

1.5 2013
Additional Aircraft shall mean each or two (2) 767-316ER Aircraft with deliveries in [***] as shown in Table 14 in Supplemental Agreement No. 32 to the Purchase Agreement.



[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

1.6 Table 13 shall mean the table entitled Table 13
Aircraft Information Table for 2012 Aircraft  SA-32

1.7 Table 14 shall mean the
table entitled Table 14 Aircraft Information Table for 2013 Aircraft  SA-32



|2. | Export License.
|-- | ---------------

Customer understands and confirms that it is Customers responsibility to obtain any required Export License from the relevant U.S.
authority. Without accepting any liability for any failure to do so, Boeing will use reasonable endeavors to alert Customer to any regulatory changes of which Boeing becomes aware and which require Customer to obtain such Export License.



|3. | Warranty Modification.
|-- | ----------------------

Notwithstanding paragraph 3.2 of Part 2 of Exhibit C to the AGTA, Boeing agrees that the warranty period for a Corrected Boeing Product
resulting from a defect in material or workmanship is [***] or the remainder of the initial warranty period, whichever is longer.



[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

|4. | Credit Memoranda for the 2012 Additional Aircraft, 2013 Aircraft and 2013 Additional Aircraft.
|-- | ----------------------------------------------------------------------------------------------

4.1 Subject to Customers adherence to the Limitations on Use, Boeing will provide the Customer with a credit memorandum concurrently
with the delivery of each 2012 Additional Aircraft, 2013 Aircraft, and 2013 Aircraft Additional Aircraft in description and amount which is identified in the credit memoranda table below.



|                                                                                                                        |  |                                                  
|----------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------
|Credit Memoranda Exclusive to the 2012
Additional Aircraft, 2013 Aircraft, and 2013 Additional Aircraft                 |  | Concession Stated asa Percentage ofAirframe Price
|Incentive Basic Credit Memorandum, STE                                                                                  |  | [***]                                            
|Incremental Aircraft Credit Memorandum, STE                                                                             |  | [***]                                            
|Total Table 4.1 Credit Memoranda Exclusive to the 2012 Additional Aircraft, 2013 Aircraft, and
2013 Additional Aircraft |  | [***]                                            

4.2 Subject to Customers adherence to the Limitations on Use, Boeing will provide Customer with a
goods and services credit memorandum at the time of definitive agreement signing of SA-30 in the total amount of [***].

4.3
Subject to Customers adherence to the Limitations on Use, Boeing will provide Customer with a goods and services credit memorandum at the delivery of each 2013 Aircraft and 2013 Additional Aircraft in the fixed amount of [***].



[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

|5. | Deferred Advance Payments for 2012 Additional Aircraft, 2013 Aircraft, and 2013 Additional Aircraft.
|-- | ----------------------------------------------------------------------------------------------------

5.1 The parties agree that, in respect of each 2012 Additional Aircraft, 2013 Aircraft and 2013 Additional Aircraft, Customer may elect
[***] deferred advance payment schedule as shown below (the Deferred Advance Payment Schedule Applicable for the 2012 Additional Aircraft, 2013 Aircraft and 2013 Additional Aircraft) in lieu of the standard advance payment schedule set forth in
Article 4.2 of the Purchase Agreement and in Table 13 and Table 14, as applicable, (the Standard Advance Payment Schedule). Customer has elected the [***] schedule for its 2012 Additional Aircraft, 2013 Aircraft, and 2013 Additional Aircraft.



|                     |  |                                                                              
|-------------------- |  | -----------------------------------------------------------------------------
|Due Date of Payment* |  | Amount Due per Aircraft (percentage of
Aircraft's Advance Payment Base Price)
|[***]                |  | [***]                                                                        
|[***]                |  | [***]                                                                        
|[***]                |  | [***]                                                                        
|[***]                |  | [***]                                                                        
|[***]                |  | [***]                                                                        
|[***]                |  | [***]                                                                        
|[***]                |  | [***]                                                                        
|[***]                |  | [***]                                                                        



|* | - unless otherwise indicated, refers to the number of months prior to the first day of the scheduled delivery month of the Aircraft.
|- | ------------------------------------------------------------------------------------------------------------------------------------

6. The parties agree that Customer will pay interest to Boeing on the difference between the payments made pursuant to the Article 5.1 Deferred Advance
Payment Schedule Applicable to the 2012 Additional Aircraft, 2013 Aircraft, and 2013 Additional Aircraft and the amount which would otherwise have been payable to Boeing under the Standard Advance Payment Schedule. Such interest shall accrue from
and including the date on which such payments would have been due if there were no deferral up to the but excluding the date on which such amounts are paid in full. The rate used to calculate such interest shall be the three-month London Interbank
Offered Rate (LIBOR) as set forth in The Wall Street Journal, US edition, [***] basis points. The effective rate will be the rate in effect on the first business day of the calendar quarter in which the advance payment was initially deferred, and
will be reset every calendar quarter. Interest on unpaid amounts will be calculated using a 360 day year, and compounded quarterly.





[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



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|6. | Transfer of 767 Option Deposits to the[***](2013 Additional Aircraft).
|-- | ----------------------------------------------------------------------

The parties agree that [***] Option Deposits for the four (4) Option Aircraft identified in Letter Agreement LA-1103876 to the
Purchase Agreement will be applied toward the advance payments due for the two (2) 2013 Additional Aircraft as of the date of execution of this Letter Agreement and concurrent execution of this Supplemental Agreement No. 32 to the Purchase
Agreement.



|7. | Transfer of 787-8 advance payments to 2012 Accelerated Aircraft, 2012 Additional Aircraft, 2013 Aircraft and 2013 Additional Aircraft.
|-- | --------------------------------------------------------------------------------------------------------------------------------------

7.1 The parties agree that [***] will be transferred from the advance payments already paid by Customer for the Table 2 787-8 aircraft in
Purchase Agreement No. 3256 and will be applied toward the Advance Payments due for the updated configuration of the 2012 Accelerated Aircraft and 2012 Additional Aircraft in Table 13 and 2013 Aircraft and 2013 Additional Aircraft in Table 14.

7.2 For avoidance of doubt, Attachment A to this Letter Agreement depicts the Advance Payments due for the 2012 Accelerated
Aircraft, 2012 Additional Aircraft, 2013 Aircraft and 2013 Additional Aircraft as of the date of execution of Supplemental Agreement No. 32. This assumes that Customer has elected to defer the Advance Payments for the 2012 Accelerated Aircraft,
2012 Additional Aircraft, 2013 Aircraft and 2013 Additional Aircraft as set forth in Article 5 of this Letter Agreement.

7.3
Therefore, [***] is owed at signing of this SA-32.



|8. | Execution of this Supplemental No. 32 and Supplemental Agreement No. 3 to Purchase Agreement No. 3256.
|-- | ------------------------------------------------------------------------------------------------------

The parties further agree to execute Supplemental Agreement No. 3 to Purchase Agreement No. 3256 within thirty (30) days of
execution of this Supplement Agreement No. 32 to this Purchase Agreement, or as otherwise mutually agreed.



[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

|9. | Deferred Advance Payment interest payment for 2013 Additional Aircraft.
|-- | -----------------------------------------------------------------------

In consideration of Customers execution of Supplement Agreement No. 3 to Purchase Agreement No. 3256 within thirty (30) days of execution (or as otherwise mutually agreed) of this
Supplement Agreement No. 32, [***].



|10. | Delivery Flexibility for 2013 Aircraft.
|--- | ---------------------------------------

Boeing reserves the right to accelerate or delay the delivery months [***]. Boeing must exercise the right by providing written notice to Customer on or before eighteen (18) months prior to the
delivery month.



|11. | 16G Compliant Seats for the 2012 Additional Aircraft, 2013 Aircraft and 2013 Additional Aircraft.
|--- | -------------------------------------------------------------------------------------------------

The parties agree that both the New Configuration and the Alternate Configuration (if selected by the Customer for any of the specified
2013 Aircraft) comply with enacted RIN 2120-AC84, Improved Seats in Air Carrier Transport Category Airplanes. Accordingly, Letter Agreement 6-1162-ILK-0384R2 does not apply to any of the 2012 Accelerated Aircraft, 2012 Additional Aircraft, 2013
Aircraft and 2013 Additional Aircraft.



|12. | SPE Fee Clarification.
|--- | ----------------------

The fee charged in Article 1.2.1 of Letter Agreement 1103777 entitled Seller Purchased Equipment (SPE) for 2012 Aircraft shall not apply
to the 2013 Aircraft and 2013 Additional Aircraft. For the avoidance of doubt, Boeing will [***] for any of the 2013 Aircraft nor any of the 2013 Additional Aircraft. Customer requested changes to the SPE after execution of this Letter Agreement
shall be made by Customer in writing directly to Boeing for approval and for coordination by Boeing with the SPE supplier. Any Customer initiated change to the configuration of the Aircraft shall be subject to price and offerability through Boeing's
master change or other process for amendment of the Purchase Agreement including an SPE charge equal to [***] of the SPE cost. Notwithstanding any of the preceding, the parties agree that the aggregate amount [***] without written mutual agreement.



|13. | Assignment.
|--- | -----------

Any
assignment by Customer of any benefits, entitlements, or services described in this Letter Agreement requires Boeing's prior written consent. Further, Customer will not reveal to any third party the amount of the credit memoranda provided to
Customer by Boeing without Boeings prior written consent and subject to such circumstances as Boeing may reasonably require.

Boeing will not unreasonably withhold consent to Customers request to assign, as security, rights in the Purchase Agreement if done for purposes of obtaining financing or for such other purpose
consistent with fulfilling its obligations under the Purchase Agreement. Boeings consent will be conditioned on all parties accepting Boeings customary conditions for consenting to an assignment, including, but not



[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

limited to, the following: assignor and assignee indemnification of Boeing for any actions taken by an assignee under any assignment agreement; Boeings right to exercise the
manufacturers option to assume Customers rights under the Purchase Agreement in the event of a default under an assignment agreement; and confidentiality. A Party that is



| | i. | bound by a customary confidentiality agreement;
| | -- | -----------------------------------------------



| | ii. | neither an airplane manufacturer nor an airline; and
| | --- | ----------------------------------------------------



| | iii. | responding to a Customer request for proposals to provide financing of Aircraft pursuant to the Purchase Agreement, including pre-delivery payment financing
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

shall be deemed a Financing Party.

Without Boeings consent, Customer may represent to any Financing Party that Boeing will provide to that Financing Party,
concurrently with the delivery of each of the Aircraft to that Financing Party, a financier credit memorandum equal to



| | (a) | Concession ceiling for the passenger aircraft: [***]
| | --- | ----------------------------------------------------



| | (b) | Concession ceiling for the freighter aircraft: [***]
| | --- | ----------------------------------------------------

escalated to the month of delivery in the same manner as the Airframe Price as described in Supplemental Exhibit AE1 2010$ and in conformance with terms and conditions of this Letter Agreement. Insofar as
such Financing Party is concerned, this Financier Credit Memorandum shall be in lieu of any other provision in the Letter Agreement. When the Customer identifies a Financing Party and the preliminary terms of an assignment under which pre-delivery
payment financing or aircraft purchase financing could be provided, at Customers request, Boeing agrees to enter into discussions with the Customer to consider whether an additional credit memorandum can be assigned, with the goal of helping
Customer obtain third-party financing.

Boeing will consent to any reasonable request by Customer to assign the Purchase
Agreement to an affiliate provided that Boeing is provided with an adequate guarantee of performance of all obligations under this Purchase Agreement and in a form reasonably satisfactory to Boeing.

Customer understands that Boeing is not required under any circumstances to consent to an assignment that would constitute a novation.

The foregoing provisions are intended to supplement, and not to supersede, the assignment provisions of the AGTA, which
address delivery date and post-delivery assignments, merger-type assignments, and other matters.



|14. | Confidentiality.
|--- | ----------------

Boeing
and Customer understand that the commercial and financial information contained in this Letter Agreement is considered by the parties as confidential (Confidential Information) and both agree not to disclose such



[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

Confidential Information except as provided herein. In addition to the parties respective officers, directors and employees who need to know the Confidential Information and who understand
the obligation to keep it confidential, the parties may disclose Confidential Information (1) to the extent required by law and (2) to its agents, auditors and advisors who need to know the Confidential Information for purposes of enabling
each party to understand, perform its obligations under, or receive the benefits of, this Letter Agreement and who have agreed not to use or disclose the Confidential Information for any other purpose without the other partys prior written
consent. In the event that a party concludes that disclosure of Confidential Information contained in this Letter Agreement is required by applicable law, the party will so advise the other party promptly in writing and endeavor to protect the
confidentiality of such Confidential Information to the widest extent possible. In the event of a legal dispute with Boeing, nothing herein will preclude Customer from sharing with its legal counsel information necessary for purposes of enabling
counsel to advise or represent Customer provided that so long as Customer causes its legal counsel to maintain the confidentiality of information that is the subject of this Article. Except as provided in the assignment provisions of Article 7 of
Letter Agreement 6-1162-KSW-6423 entitled Special Matters Applicable to the Incremental Aircraft; Article 21 of Letter Agreement 6-1162-LAJ-0895R6 entitled Business Considerations;; Article 9 of Letter Agreement
6-1162-ILK-0412 entitled Special Matters Relating to Three Aircraft Originally Scheduled to Deliver in 2009; Article 6 of Letter Agreement 6-1162-ILK-0450 entitled Special Matters Letter Applicable to the 2012 Accelerated
Aircraft; Article 6 of Letter Agreement 6-1162-ILK-0451 entitled Special Matters Applicable to the 2012 Additional Aircraft, Article 9 to Letter Agreement 6-1162-ILK0451R1 entitled Special Matters Applicable to the 2012
Additional Aircraft and 2013 Aircraft and Article 13 herein, Customer will not disclose this Letter Agreement for purposes of financing payments without the prior written consent of Boeing, which consent will be provided once the financier
enters into a Non Disclosure Agreement with Boeing in form and substance reasonably satisfactory to Boeing, which will include agreeing not to disclose or use Confidential Information except for the purpose set forth herein. This provision shall not
apply to any Confidential Information that is in the public domain except that a party will be liable to the other for breach of its obligations under this provision if the Confidential Information entered the public domain as a consequence of a
wrongful act or omission on its part.

The Purchase Agreement shall be deemed amended to the extent herein provided and as
amended shall continue in full force and effect.



[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



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|                   |  |                    
|------------------ |  | -------------------
|Very truly yours, 
|                  
|                  
|THE BOEING COMPANY
|                  
|                  
|Original signed by
|                   | 
|By:                |  |                    
|                   |  | Melanie A. Gauthier
|                   |  |                    
|Its:               |  | Attorney-In-Fact   



[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.



---

If the foregoing correctly sets forth your understanding of our agreement with respect to the matters
treated herein, please indicate your acceptance, agreement and approval.

ACCEPTED AND AGREED TO this 22ndday of December of 2011.



|                   |  |                                           
|------------------ |  | ------------------------------------------
|LAN AIRLINES S.A. 
|                  
|Original signed by
|                   | 
|By:                |  |                                           
|                   |  | Roberto Alvo                              
|                   |  |                                           
|Its:               |  | Senior VP Corporate Planning & Development
|                   |  |                                           
|Original signed by
|                   |  |                                           
|By:                |  |                                           
|                   |  | Andres Del Valle E.                       
|                   |  |                                           
|Its:               |  | Corporate Finance Director                



[***] This
information is subject to confidential treatment and has been omitted and filed separately with the commission.