Exhibit 2.5



EXECUTION COPY










TAM CAPITAL 3 INC.



as Issuer



the GUARANTORS party hereto



THE BANK OF NEW YORK MELLON,

as Trustee, Registrar, Transfer Agent and
Principal Paying Agent



and



THE BANK OF NEW YORK MELLON (LUXEMBOURG)
S.A.

as Luxembourg Transfer Agent










INDENTURE



Dated as of June 3, 2011










8.375% Senior Guaranteed Notes Due 2021

















CROSS-REFERENCE TABLE



|TIA Sections |     | Indenture Sections
|------------ | --- | ------------------
|§            | 310 | (a)               
|             |     | (b)               
|§            | 311 |                   
|§            | 312 |                   
|§            | 313 |                   
|§            | 314 | (a)               
|             |     | (c)               
|             |     | (e)               
|§            | 315 | (a)               
|             |     | (b)               
|             |     | (c)               
|             |     | (d)               
|             |     | (e)               
|§            | 316 | (a)               
|             |     | (b)               
|             |     | (c)               
|§            | 317 | (a) (1)           
|             |     | (a) (2)           
|             |     | (b)               
|§            | 318 |                   



i






TABLE OF CONTENTS





|                                                                                         | Page
|---------------------------------------------------------------------------------------- | ----
|                                                                                         |     
|ARTICLE 1                                                                                |     
|Definitions and Other Provisions of General Application                                  |     
|                                                                                         |     
|Section 1.01. Definitions                                                                | 1   
|Section 1.02. Rules of Construction                                                      | 13  
|Section 1.03. Table of Contents; Headings                                                | 13  
|Section 1.04. Form of Documents Delivered to Trustee                                     | 13  
|Section 1.05. Holder Communications; Acts of Holders                                     | 14  
|                                                                                         |     
|ARTICLE 2                                                                                |     
|The Notes                                                                                |     
|                                                                                         |     
|Section 2.01. Form and Dating                                                            | 15  
|Section 2.02. Execution, Authentication and Delivery                                     | 15  
|Section 2.03. Transfer Agent, Registrar and Paying Agent                                 | 17  
|Section 2.04. Paying Agent to Hold Money in Trust                                        | 18  
|Section 2.05. Payment of Principal and Interest; Principal and Interest Rights Preserved | 18  
|Section 2.06. Holder Lists                                                               | 19  
|Section 2.07. Transfer and Exchange                                                      | 19  
|Section 2.08. Replacement Notes                                                          | 22  
|Section 2.09. Temporary Notes                                                            | 22  
|Section 2.10. Cancellation                                                               | 22  
|Section 2.11. Defaulted Interest                                                         | 23  
|Section 2.12. CUSIP and ISIN Numbers                                                     | 23  
|Section 2.13. Open Market Purchases                                                      | 23  
|Section 2.14. Issuance Of Additional Notes                                               | 23  
|Section 2.15. One Class Of Notes                                                         | 24  
|                                                                                         |     
|ARTICLE 3                                                                                |     
|Redemption                                                                               |     
|                                                                                         |     
|Section 3.01. Right of Redemption                                                        | 24  
|Section 3.02. Applicability of Article                                                   | 26  
|Section 3.03. Election to Redeem; Notice to Trustee                                      | 26  
|Section 3.04. Notice of Redemption by the Company                                        | 26  
|Section 3.05. Deposit of Redemption Price                                                | 27  
|Section 3.06. Effect of Notice of Redemption                                             | 27  
|Section 3.07. Notes Redeemed In Part                                                     | 28  



ii






|ARTICLE 4                                                               |   
|----------------------------------------------------------------------- | --
|Covenants                                                               |   
|                                                                        |   
|Section 4.01. Payment of Principal and Interest Under the Notes         | 28
|Section 4.02. Maintenance of Office or Agency                           | 28
|Section 4.03. Money for Note Payments to Be Held in Trust               | 28
|Section 4.04. Maintenance of Corporate Existence                        | 30
|Section 4.05. Payment of Taxes and Claims                               | 30
|Section 4.06. Payment of Additional Amounts                             | 30
|Section 4.07. Reporting Requirements                                    | 33
|Section 4.08. Available Information                                     | 34
|Section 4.09. Limitations on the Company                                | 34
|Section 4.10. Limitation on Transactions with Affiliates                | 35
|Section 4.11. Repurchase of Notes upon a Change of Control              | 35
|Section 4.12. Additional Interest                                       |   
|                                                                        |   
|ARTICLE 5                                                               |   
|Consolidation, Merger, Conveyance, Transfer or Lease                    |   
|                                                                        |   
|Section 5.01. Limitation on Consolidation, Merger or Transfer of Assets | 35
|Section 5c.02. Successor Substituted                                    | 37
|                                                                        |   
|ARTICLE 6                                                               |   
|Events of Default and Remedies                                          |   
|                                                                        |   
|Section 6.01. Events of Default                                         | 37
|Section 6.02. Acceleration of Maturity, Rescission and Amendment        | 39
|Section 6.03. Collection Suit by Trustee                                | 39
|Section 6.04. Other Remedies                                            | 40
|Section 6.05. Trustee May Enforce Claims Without Possession of Notes    | 40
|Section 6.06. Application of Money Collected                            | 40
|Section 6.07. Limitation on Suits                                       | 40
|Section 6.08. Rights of Holders to Receive Principal and Interest       | 41
|Section 6.09. Restoration of Rights and Remedies                        | 41
|Section 6.10. Trustee May File Proofs of Claim                          | 41
|Section 6.11. Delay or Omission Not Waiver                              | 42
|Section 6.12. Control by Holders                                        | 42
|Section 6.13. Waiver of Past Defaults and Events of Default             | 42
|Section 6.14. Rights and Remedies Cumulative                            | 42
|Section 6.15. Waiver of Stay or Extension Laws                          | 42
|                                                                        |   
|ARTICLE 7                                                               |   
|Trustee and Agents                                                      |   
|                                                                        |   
|Section 7.01. Duties of Trustee and Agents                              | 43
|Section 7.02. Rights of Trustee                                         | 44
|Section 7.03. Individual Rights of Trustee                              | 46



iii






|Section 7.04. Trustee’s Disclaimer                                                                    | 46
|----------------------------------------------------------------------------------------------------- | --
|Section 7.05. Notice of Defaults and Events of Default                                                | 46
|Section 7.06. Compensation and Indemnity                                                              | 46
|Section 7.07. Replacement of Trustee                                                                  | 48
|Section 7.08. Successor Trustee by Merger                                                             | 49
|Section 7.09. Eligibility; Disqualification                                                           | 49
|                                                                                                      |   
|ARTICLE 8                                                                                             |   
|Discharge of Indenture; Defeasance                                                                    |   
|                                                                                                      |   
|Section 8.01. Discharge of Liability on Notes                                                         | 49
|Section 8.02. Conditions to Defeasance                                                                | 50
|Section 8.03. Application of Trust Money                                                              | 52
|Section 8.04. Repayment to Company                                                                    | 52
|Section 8.05. Indemnity for U.S. Governmental Obligations                                             | 52
|Section 8.06. Reinstatement                                                                           | 52
|                                                                                                      |   
|ARTICLE 9                                                                                             |   
|Amendments                                                                                            |   
|                                                                                                      |   
|Section 9.01. Without Consent of Holders                                                              | 53
|Section 9.02. With Consent of Holders                                                                 | 54
|Section 9.03. Revocation and Effect of Consents and Waivers                                           | 55
|Section 9.04. Notation on or Exchange of Notes                                                        | 55
|Section 9.05. Trustee to Sign Amendments                                                              | 56
|Section 9.06. Payment for Consent                                                                     | 56
|                                                                                                      |   
|ARTICLE 10                                                                                            |   
|Guarantee                                                                                             |   
|                                                                                                      |   
|Section 10.01. The Note Guaranty                                                                      | 56
|Section 10.02. Guaranty Unconditional                                                                 | 56
|Section 10.03. Discharge; Reinstatement                                                               | 57
|Section 10.04. Waiver by the Guarantors                                                               | 57
|Section 10.05. Subrogation and Contribution                                                           | 57
|Section 10.06. Stay of Acceleration                                                                   | 57
|Section 10.07. Limitation on Amount of Guaranty                                                       | 58
|Section 10.08. Execution and Delivery of Guaranty                                                     | 58
|Section 10.09. Release of Guaranty                                                                    | 58
|                                                                                                      |   
|ARTICLE 11                                                                                            |   
|Miscellaneous                                                                                         |   
|                                                                                                      |   
|Section 11.01. Provisions of Indenture and Notes for the Sole Benefit of Parties and Holders of Notes | 58
|Section 11.02. Notices                                                                                | 59
|Section 11.03. Officers’ Certificate and Opinion of Counsel as to Conditions Precedent                | 60



iv






|Section 11.04. Statements Required in Officers’ Certificate or Opinion of Counsel | 60
|--------------------------------------------------------------------------------- | --
|Section 11.05. Rules by Trustee, Registrar, Paying Agent and Transfer Agents      | 61
|Section 11.06. Currency Indemnity                                                 | 61
|Section 11.07. No Recourse Against Others                                         | 61
|Section 11.08. Legal Holidays                                                     | 62
|Section 11.09. Governing Law                                                      | 62
|Section 11.10. Consent to Jurisdiction; Waiver of Immunities                      | 62
|Section 11.11. Successors and Assigns                                             | 63
|Section 11.12. Multiple Originals                                                 | 63
|Section 11.13. Severability Clause                                                | 63
|Section 11.14. Force Majeure                                                      | 64
|Section 11.15. Trust Indenture Act Of 1939                                        | 64



EXHIBITS:



|EXHIBIT A    – | Form of Note                                                                                                                                                                                                   
|-------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBIT B    – | Form of Supplemental Indenture                                                                                                                                                                                 
|EXHIBIT C    – | Form of Transfer Notice                                                                                                                                                                                        
|EXHIBIT D    – | Form of Certificate for Transfer from Restricted Global Note or Certificated Note Bearing a Securities Act Legend to Regulation S Global Note or Certificated Note Not Bearing a Securities Act Legend         
|EXHIBIT E    – | Form of Transfer Certificate for Transfer from Regulation S Global Note or Certificated Note Not Bearing a Securities Act Legend to Restricted Global Note or Certificated Note Bearing a Securities Act Legend
|EXHIBIT F    – | Form of Certificate for Removal of the Securities Act Legend on a Certificated Note                                                                                                                            



v






INDENTURE, dated as of June 3, 2011, among
TAM CAPITAL 3 INC., an exempted company incorporated with limited liability in the Cayman Islands, as the Company, the GUARANTORS
party hereto (the “Guarantors ”), THE BANK OF NEW YORK MELLON, as Trustee, Registrar, Transfer Agent and Principal
Paying Agent and THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A., as Luxembourg Transfer Agent.



RECITALS



The Company has duly authorized the issue
of 8.375% Senior Guaranteed Notes Due 2021 (the “Notes”), initially in an aggregate principal amount of U.S.$500,000,000,
and has duly authorized the execution and delivery of this Indenture.



All things necessary
have been done to make the Notes when executed and authenticated and delivered hereunder and duly issued, the valid obligations
of the Company, and to make this Indenture a valid agreement of the Company.



In addition, the Guarantors party hereto
have duly authorized the execution and delivery of the Indenture as guarantors of the Notes.



Each Guarantor has
done all things necessary to make the Note Guarantees, when the Notes are executed by the Company and authenticated and delivered
by the Trustee and duly issued by the Company, the valid obligations of such Guarantor, and to make the Indenture a valid agreement
of such Guarantor.



NOW, THEREFORE, THIS INDENTURE WITNESSETH:



For and in consideration of the premises
and the purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit
of all Holders, as follows:



ARTICLE 1

Definitions
and Other Provisions of General Application



Section 1.01. Definitions.



“Act,” when used with respect to
any Holder, has the meaning specified in Section 1.05.



“Additional Amounts” has the meaning
specified in Section 4.06.



“Additional Notes” means
any notes issued under the Indenture in addition to the Notes, having the same terms in all respects as the Notes except for the
issue date, issue price and that interest will accrue on the Additional Notes from their date of issuance.



“Affiliate” means, with
respect to any specified Person, (a) any other Person which, directly or indirectly, is in control of, is controlled by or is under
common control with such specified Person or (b) any other Person who is a director or officer (i) of such specified Person, (ii)
of any subsidiary of such specified Person or (iii) of any Person described in clause (a) above. For purposes of this definition,
control of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such
Person whether by contract or otherwise, and the terms “controlling” and “controlled” have
meanings correlative to the foregoing.



1






“Affiliate Transaction” has the
meaning specified in Section 4.10.



“Agents” means each of
the Registrar, the Transfer Agents and the Paying Agents, including the Principal Paying Agent, individually, an “Agent.”



“Applicable Procedures”
means the applicable procedures of DTC, Euroclear and Clearstream, Luxembourg, in each case to the extent applicable.



“Authenticating Agent” has the
meaning specified in Section 2.02.



“Authorized Denomination” has the
meaning specified in Section 2.02.



“Board of
Directors” means the Board of Directors of the Company, or any Guarantor, as the case may be, or any committee thereof
duly authorized to act on behalf of such Board of Directors.



“Board Resolution” means
a copy of a resolution certified by the Secretary, the Assistant Secretary or another Officer or legal counsel performing corporate
secretarial functions of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on
the date of such certification and delivered to the Trustee.



“Brazil” means the Federative Republic
of Brazil.



“Brazilian Corporation Law”
means Brazilian Federal Law No. 6.404/76, as amended from time to time.



“Business Day” means
any day other than a Saturday, a Sunday or a legal holiday in the Cayman Islands, Brazil or the United States or a day on which
banking institutions or trust companies are authorized or obligated by law to close in the Cayman Islands, The City of New York,
USA or São Paulo, Brazil.



“Capital Lease Obligations”
means, with respect to any Person, any obligation which is required to be classified and accounted for as a capital lease on the
face of a balance sheet of such Person prepared in accordance with IFRS; the amount of such obligation shall be the capitalized
amount thereof, determined in accordance with IFRS; and the Stated Maturity thereof shall be the date of the last payment of rent
or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without
payment of a penalty.



“Capital Stock” means,
with respect to any Person, any and all shares of stock, interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated, whether voting or non-voting) such person’s equity, including any



2






preferred stock, but excluding any debt securities convertible
into or exchangeable for such equity.



“Cayman Islands” means the Cayman
Islands, a British Overseas Territory.



“Certificated Note” has the meaning
specified in Section 2.01.



“Change of Control” means:



(i)         the direct or indirect sale or transfer of all or substantially
all the assets of TAM S.A. to another Person (in each case, unless such other Person is a Permitted Holder); or



(ii)         the consummation of any transaction (including, without
limitation, by merger, consolidation, acquisition or any other means) as a result of which any “person” or “group”
(as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act, other than Permitted Holders) is or becomes
the “beneficial owner” (as such term is used in Rules 13d-3 under the Exchange Act), directly or indirectly, of more
than 50% of the total voting power of the Voting Stock of TAM S.A.; or



(iii)         the first day on which a majority of the Board of Directors
of TAM S.A. consists of persons who were elected by shareholders who are not Permitted Holders.



“Clearstream, Luxembourg”
means Clearstream Banking, société anonyme, Luxembourg.



“Closing Date” means
June 3, 2011 or such later date on which the Notes are issued hereunder.



“Company” means TAM Capital
3 Inc. until replaced by a successor thereof, and, thereafter, includes the successor for purposes of any provision contained herein.



“Company Order” means
a written order signed in the name of the Company by an Officer.



“Comparable Treasury Issue”
means the U.S. Treasury security selected by the Quotation Agent as having a maturity comparable to the remaining term of the notes
to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing
new issues of corporate debt securities of comparable maturity to the remaining term of such notes.



“Comparable Treasury Price”
means with respect to any redemption date for notes, the average of two Reference Treasury Dealer Quotations for such redemption
date.



“Corporate Trust Office”
means the office of the Trustee at which at any particular time its corporate trust business shall be principally administered
(which office as of the date of this Indenture is located at 101 Barclay Street, Floor Four East, New York, NY 10286).



“covenant defeasance option” has
the meaning specified in Section 8.01.



3






“Custodian” means any
receiver, trustee, assignee, liquidator, custodian or similar official under any bankruptcy law.



“CVM” means the Brazilian Securities
Commission (Comissão de Valores Mobiliários).



“Debt” means, with respect to any
Person, without duplication:



(i)         the principal of and premium, if any, in respect of (a)
indebtedness of such Person for money borrowed and (b) indebtedness evidenced by notes, debentures, bonds or other similar instruments
for the payment of which such Person is responsible or liable;



(ii)         all Capital Lease Obligations of such Person;



(iii)         all obligations of such Person issued or assumed as
the deferred purchase price of property, all conditional sale obligations of such Person and all obligations of such Person under
any title retention agreement (but excluding trade accounts payable or other short term obligations to suppliers payable within
180 days, in each case arising in the ordinary course of business);



(iv)         all obligations of such Person for the reimbursement
of any obligor on any letter of credit, banker’s acceptance or similar credit transaction (other than obligations with respect
to letters of credit securing obligations other than obligations described in clauses (i) through (iii) above) entered into in
the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent
drawn upon, such drawing is reimbursed no later than the tenth Business Day following receipt by such Person of a demand for reimbursement
following payment on the letter of credit);



(v)         all Hedging Obligations of such Person;



(vi)         all obligations of the type referred to in clauses (i)
through (iv) of other Persons and all dividends of other Persons for the payment of which, in either case, such Person is responsible
or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any guarantee (other than obligations
of other Persons that are customers or suppliers of such Person for which such Person is or becomes so responsible or liable in
the ordinary course of business to (but only to) the extent that such Person does not, or is not required to, make payment in respect
thereof);



(vii)         all obligations of the type referred to in clauses
(i) through (v) of other Persons secured by any Lien on any property or asset of such Person (whether or not such obligation is
assumed by such Person), the amount of such obligation being deemed to be the lesser of the value of such property or assets or
the amount of the obligation so secured; and



(viii)         any other obligations of such Person which are required
to be, or are in such Person’s financial statements, recorded or treated as debt under IFRS.



“Default” means any event
that is, or after notice or passage of time or both would be, an Event of Default.



4






“defeasance trust” has the meaning
specified in Section 8.02.



“Depositary” means DTC or any successor
depositary for the Notes.



“DTC” means The Depository Trust
Company.



“Euroclear” means Euroclear Bank
S.A./N.V.



“Event of Default” has the meaning
specified in Section 6.01.



“Exchange Act” means the U.S. Securities
Exchange Act of 1934, as amended.



“Facsimile Instruction”
shall mean any Written Direction transmitted to the Trustee or any Agent by means of facsimile transmission.



“Facsimile Signature”
shall mean any signature transmitted to the Trustee or any Agent by means of facsimile transmission.



“Fitch” means Fitch Ratings, Ltd.
and its successors.



“Global Note” means a
global note representing the Notes substantially in the form attached hereto as Exhibit A.



“Governing Document”
shall mean any written instrument pursuant to which the Trustee or any Agent acts in any fiduciary or agency capacity on behalf
of the Company or on behalf of the Holders.



“guarantee” means any
obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Debt or other obligation of any Person
and any obligation, direct or indirect, contingent or otherwise, of such Person (i) to purchase or pay (or advance or supply funds
for the purchase or payment of) such Debt or other obligation of such Person (whether arising by virtue of partnership arrangements,
or by agreement to keep-well, to purchase assets, goods, securities or services, to take or pay, or to maintain financial statement
conditions or otherwise) or (ii) entered into for purposes of assuring in any other manner the obligee of such Debt or other obligation
of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided, however,
that the term “guarantee” shall not include endorsements for collection or deposit in the ordinary course of business.
The term “guarantee” used as a verb has a corresponding meaning.



“Guarantor” means (i)
each of TAM S.A. and TAM Linhas Aéreas S.A., and (ii) each Person that executes a supplemental indenture in the form of
Exhibit B to the Indenture providing for the guaranty of the payment of the Notes, or any successor obligor under the Note Guaranty
pursuant to Section 5.01, in each case unless and until such Guarantor is released from its Note Guaranty pursuant to the Indenture.



5






“Hedging Agreement” means
(i) any interest rate swap agreement, interest rate cap agreement or other agreement designed to protect against fluctuations in
interest rates, (ii) any foreign exchange forward contract, currency swap agreement or other agreement designed to protect against
fluctuations in foreign exchange rates or (iii) any commodity or raw material futures contract or any other agreement designed
to protect against fluctuations in raw material prices.



“Hedging Obligations”
means, with respect to any Person, the obligations of such Person pursuant to any interest rate swap agreement, foreign currency
exchange agreement, interest rate collar agreement, option or futures contract or other similar agreement or arrangement designed
to protect such Person against changes in interest rates or foreign exchange rates.



“Holder” or “Noteholder”
means the Person in whose name a Note is registered in the Register.



“IFRS”means International
Financial Reporting Standards, as issued by theInternational Accounting Standards Board, or IASB, in each case as in effect
from time to time.



“Incumbency Certificate”
shall mean the list of authorized signatories of the Company on file with the Trustee.



“Indenture” means this
Indenture, as amended or supplemented from time to time in accordance with the provisions hereof.



“Independent Investment Banker”
means any one of the Reference Treasury Dealers appointed by the Issuer.



“Initial Purchasers”
means the initial purchasers party to a purchase agreement with the Company and the Guarantors relating to the sale of the Notes
by the Company.



“interest” on a Note
means the interest on such Note (including any Additional Amounts payable by the Company in respect of such interest).



“Interest Payment Date” means
the Payment Date of an installment of interest on the Notes.



“issue” means issue,
assume, guarantee, incur or otherwise become liable for; provided, however, that any Debt or Capital Stock of a Person
existing at the time such Person becomes aSubsidiary (whether by merger, consolidation, acquisition or otherwise) shall
be deemed to be issued by such Subsidiary at the time it becomes a Subsidiary; and the term “issuance” has a corresponding
meaning.



“Issue Date” means June 3, 2011.



“legal defeasance option” has the
meaning specified in Section 8.01.



“Lien” means any mortgage,
pledge, security interest, encumbrance, conditional sale or other title retention agreement or other similar lien.



6






“Maturity” means, when
used with respect to any Note, the date on which the outstanding principal of and interest on such Note becomes due and payable
as therein or herein provided, whether by declaration of acceleration, call for redemption or otherwise.



“Note Guaranty” means
the guaranty of the Notes by a Guarantor pursuant to this Indenture.



“Notes ” has the meaning
specified in the first paragraph of the Recitals in this Indenture and shall be in the form of Note set forth in Exhibit A.



“Offering Memorandum”
means the offering memorandum dated May 26, 2011 relating to the Notes.



“Officer” means the president
or chief executive officer, any vice president, the chief financial officer, the treasurer or any assistant treasurer, or the secretary
or any assistant secretary, of the Company or any Guarantor, as the case may be, or any other Person duly appointed by the shareholders
of the Company, or such Guarantor, as the case may be, or the Board of Directors to perform corporate duties.



“Officers’ Certificate”
means a certificate signed by any two Officers of the Company or any Guarantor, as the case may be, and delivered to the Trustee.



“Opinion of Counsel ”
means a written opinion of legal counsel of recognized standing (who may be an employee of or counsel to the Company or any Guarantor)
and who shall be reasonably acceptable to the Trustee, which opinion is reasonably satisfactory to the Trustee.



“Outstanding” means,
when used with respect to Notes, as of the date of determination, all Notes theretofore authenticated and delivered under this
Indenture, except:



(i)          Notes
theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;



(ii)         Notes
for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent
(other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying
Agent) for the Holders of such Notes; provided that, if such Notes are to be redeemed pursuant to Section 3.01(b), notice
of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;



(iii)        Notes,
except to the extent provided in Sections 8.01 and 8.02, with respect to which the Company has effected legal defeasance and/or
covenant defeasance as provided in Article 8; and



(iv)        Notes
in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture, other than any
such Notes in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Notes are held
by a bona fide purchaser or protected purchaser in whose hands such Notes are valid obligations of the Company;



7






provided,however, that in determining whether
the Holders of the requisite principal amount ofOutstanding Notes have given any request, demand, authorization, direction,
consent, notice or waiver hereunder, Notes owned by the Company or any of its Affiliates shall be disregarded and deemed not to
be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization,
direction, consent, notice or waiver, only Notes which a Responsible Officer of the Trustee has received written notice at its
address specified herein of being so owned shall be so disregarded. Notes so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with
respect to such Notes and that the pledgee is not the Company, or any other obligor upon the Notes or any of its or such other
obligor’s Affiliates.



“Paying Agent” means
The Bank of New York Mellon and any other Person authorized by the Company to pay the principal of or interest on any Notes on
behalf of the Company hereunder, including the Principal Paying Agent.



“Payment Date” means
the date on which payment of interest on and/or principal of the Notes is due.



“Payment Default” has the meaning
specified in Section 6.01.



“Permitted Holders” means any or
all of the following



(i)          an
immediate family member of Noemy Almeida Oliveiro Amaro, Maria Claudia Oliveira Amaro Demenato, Maurcio Rolim Amaro, Marcos Adolfo
Tadeu Senamo Amaro and João Francisco Amaro or any Affiliate or immediate family member thereof; immediate family member
of a person means the spouse, lineal descendants, father, mother, brother, sister, father-in-law, mother-in-law, brother-in-law
and sister-in-law of such person; and



(ii)         any
Person the Voting Stock of which (or in the case of a trust, the beneficial interests in which) are owned at least 51% by Persons
specified in clause (i).



“Person”
means an individual, a corporation, a partnership, a limited liability company, an association, a trust or any other entity, including
a government or political subdivision or an agency or instrumentality thereof.



“Primary Treasury Dealer”
means a primary U.S. government securities dealer in New York City.



“principal” of a Note
means the principal amount of such Note (including any Additional Amounts payable by the Company in respect of such principal).



“Principal Paying Agent”
means The Bank of New York Mellon, until a successor Principal Paying Agent shall have become such pursuant to the applicable provisions
of this Indenture, and, thereafter, “Principal Paying Agent” shall mean such successor Principal Paying Agent.



8






“Proceeding” has the meaning specified
in Section 11.10.



“Process Agent” has the meaning
specified in Section 11.10.



“Quotation Agent” means the Reference
Treasury Dealer appointed by the Company.



“Rating Agency” means
Standard & Poor’s or Fitch; or if Standard & Poor’s or Fitch, or both, are not making rating of the notes publicly
available, an internationally recognized U.S. rating agency or agencies, as the case may be, selected by us, which will be substituted
for Standard & Poor’s or Fitch, or both, as the case may be.



“Rating Decline” means
that at any time within 90 days (which period shall be extended so long as the rating of the notes is under publicly announced
consideration for possible down grade by either Rating Agency) after the date of public notice of a Change of Control, or of our
intention or that of any Person to effect a Change of Control, the then-applicable rating of the notes is decreased by each Rating
Agency; provided that any such Rating Decline is in whole or in part in connection with a Change in Control.



“Record Date”
means, when used with respect to the interest on the Notes payable on any Interest Payment Date, the May 18 and November 18 (whether
or not a Business Day), as the case may be, immediately preceding such Interest Payment Date.



“Redemption Date” means,
when used with respect to any Note to be redeemed pursuant to Section 3.01(b), the date fixed for such redemption by or pursuant
to this Indenture.



“Redemption Price” means,
when used with respect to any Notes to be redeemed pursuant to Section 3.01(b), the price at which it is to be redeemed pursuant
to this Indenture.



“Reference Treasury Dealer”
means Citigroup Global Markets Inc. and its respective successors; provided, however, that if Citigroup Global Markets Inc. shall
cease to be a Primary Treasury Dealer, we will substitute therefor another Primary Treasury Dealer.



“Reference Treasury Dealer Quotations”
means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment
Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m., New York City time,
on the third business day preceding such redemption date.



“Register” has the meaning specified
in Section 2.03.



“Registrar”
means The Bank of New York Mellon, until a successor Registrar shall have become such pursuant to the applicable provisions of
this Indenture, and, thereafter, “Registrar” shall mean such successor Registrar.



9






“Regulation S” means Regulation
S under the Securities Act, as in effect from time to time.



“Regulation S Global Note”
means one or more permanent Global Notes in definitive fully registered form without interest coupons representing Notes sold outside
of the United States pursuant to Regulation S.



“Relevant Date” means, with respect
to any payment on a Note, whichever is the later of: (i) the date on which such payment first becomes due; and (ii) if the full
amount payable has not been received by the Trustee or a Paying Agent on or prior to such due date, the date on which notice is
given to the Holders that the full amount has been received by the Trustee.



“Responsible Officer”
means any officer of the Trustee or any Agent in Corporate Trust Administration with direct responsibility for the administration
of this Indenture.



“Restricted Global Note”
means one or more permanent Global Notes in definitive fully registered form without interest coupons sold to “qualified
institutional buyers” (as such term is defined in Rule 144A) pursuant to Rule 144A.



“Restricted Period” means
the relevant 40-day distribution compliance period as defined in Regulation S.



“Rule 144A” means Rule 144A under
the Securities Act, as in effect from time to time.



“SEC” means the U.S. Securities
and Exchange Commission.



“Securities Act” means the U.S.
Securities Act of 1933, as amended.



“Securities Act Legend” means the
following legend, printed in capital letters:



THIS NOTE (AND RELATED NOTE GUARANTEES)
HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF
OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER (1) REPRESENTS THAT (A) IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED
INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION
WITH RESPECT TO EACH SUCH ACCOUNT OR (B) IT IS NOT A U.S. PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT),
AND (2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL
INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
AND ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, (C)
TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (D) IN AN OFFSHORE TRANSACTION IN COMPLIANCE
WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. PRIOR TO THE
REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(E) ABOVE, THE COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL
OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING
MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY
OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.



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THE FOREGOING LEGEND MAY BE REMOVED FROM
THIS NOTE ON SATISFACTION OF THE CONDITIONS SPECIFIED IN THE INDENTURE REFERRED TO HEREIN.



“Significant Subsidiary”
means any Subsidiary of TAM S.A. (or any successor) which at the time of determination either (i) had assets which, as of the date
of TAM S.A.’s (or such successor’s) most recent quarterly consolidated balance sheet, constituted at least 10% of TAM
S.A.’s (or such successor’s) total assets on a consolidated basis as of such date or (ii) had revenues for the 12 month
period ending on the date of TAM S.A.’s (or such successor’s) most recent quarterly consolidated statement of income
which constituted at least 10% of the TAM S.A.’s (or such successor’s) total revenues on a consolidated basis for such
period.



“Standard & Poor’s”
means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.



“Stated Maturity” means,
with respect to any security, the date specified in such security as the fixed date on which the principal of such security is
due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase
of such security at the option of the Holder thereof upon the happening of any contingency unless such contingency has occurred).



“Subsidiary” means, in
respect of any specified Person, any corporation, association, partnership or other business entity of which more than 50% of the
total voting power of shares of Capital Stock or other interests (including partnership interests) entitled (without regard to
the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by such person.



“Taxing Jurisdiction” has the meaning
specified in Section 4.06.



“Transfer Agent” means
The Bank of New York Mellon and any other Person authorized by the Company to effectuate the exchange or transfer of any Note on
behalf of the Company hereunder.



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“Treasury Rate” means,
with respect to any redemption date, (1) the yield, under the heading that represents the average for the immediately preceding
week, appearing in the most recently published statistical release designated “H.l5 (519)” or any successor publication
that is published weekly by the Board of Governors of the Federal Reserve System and that establishes yields on actively traded
U.S. Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity
corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the maturity date of the
notes to be redeemed, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue shall
be determined, and the Treasury Rate shall be interpolated or extrapolated from such yields on a straight-line basis, rounding
to the nearest month) or (2) if such release (or any successor release) is not published during the week preceding the calculation
date or does not contain such yields, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, calculated using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date. The Treasury Rate will be calculated on the third business day
preceding the redemption date.



“Trust Indenture Act” means the
U.S. Trust Indenture Act of 1939, as amended.



“Trustee”
means The Bank of New York Mellon, until a successor Trustee shall have become such pursuant to the applicable provisions of this
Indenture and, thereafter, “Trustee” shall mean such successor Trustee.



“United States” and “U.S.”
means the United States of America (including the States and the District of Columbia) and its territories, its possessions and
other areas subject to its jurisdiction.



“U.S. Dollars” and “U.S.$”
each mean the currency of the United States.



“U.S. Government Obligations”
means direct obligations (or certificates representing an ownership interest in such obligations) of the United States (including
any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States is pledged and which
are not callable at the issuer’s option.



“Voting Stock” means,
with respect to any Person, Capital Stock of any class or kind ordinarily having the power to vote for the election of directors,
managers or other voting members of the governing body of such Person.



“Wholly-Owned Subsidiary”
means a Subsidiary all of the Capital Stock of which (other than directors’ qualifying shares) is owned by the Company or
another Wholly-Owned Subsidiary.



“Written Direction” shall
mean any written instrument, directing the Trustee or any Agent to take any action that is signed by an authorized representative
of the Company whose signature appears on the Incumbency Certificate.



12






Section 1.02. Rules of Construction.
(a) For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:



(i)          the
terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;



(ii)         the
words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Indenture
as a whole and not to any particular Article, Section or other subdivision;



(iii)        “or”
is not exclusive; and



(iv)        “including”
means including, without limitation;



(v)         any
reference to an “Article”, a “Section” or an “Exhibit” refers to an Article, a Section or an
Exhibit, as the case may be, of this Indenture.



(b)          All
accounting terms not otherwise defined herein shall have the meanings assigned to them in accordance with IFRS.



(c)          For
purposes of the definitions set forth in Article 1 and this Indenture generally, all calculations and determinations shall be made
in accordance with IFRS and shall be based upon the consolidated financial statements of TAM S.A. and its Subsidiaries prepared
in accordance with IFRS.



Section 1.03. Table of Contents; Headings.
The table of contents and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference
only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.



Section 1.04. Form of Documents Delivered
to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person,
it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be
so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and
one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one
or several documents.



Any certificate or opinion of an Officer
of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel,
unless such Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his or her certificate or opinion is based are erroneous. Any such certificate or Opinion
of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an
Officer or Officers of the Company stating that the information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous.



13






Where any Person is required to make, give
or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture,
they may, but need not, be consolidated and form one instrument.



Section 1.05. Holder Communications;
Acts of Holders. (a) The rights of Holders to communicate with other Holders with respect to the Indenture or the Notes are
as provided by the Trust Indenture Act, and the Company, the Guarantors and the Trustee shall comply with the requirements of Trust
Indenture Act Sections 312(a) and 312(b). Neither the Company, the Guarantors nor the Trustee will be held accountable by reason
of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act.



(b)          (i)             Any
request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in
Person or by agents duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective
when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act”
of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any
such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Company, if made
in the manner provided in this Section 1.05.



(ii)         The
Trustee may make reasonable rules for action by or at a meeting of Holders, which will be binding on all the Holders.



(c)          The
fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying
that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a
signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient
proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing
the same, may also be proved in any other manner that the Trustee reviewing such instrument or writing deems sufficient.



(d)          The
principal amount and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Register.



14






(e)          If
the Company solicits from the Holders of Notes any request, demand, authorization, direction, notice, consent, waiver or other
Act, the Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of
Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company
shall not have any obligation to do so. Such record date shall be the record date specified in or pursuant to such Board Resolution,
which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith
and not later than the date such solicitation is completed. If such a record date is fixed, such request, demand, authorization,
direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at
the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the
requisite proportion of Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction,
notice, consent, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of such record date; provided
that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become
effective pursuant to the provisions of this Indenture not later than eleven months after the record date.



(f)          Any
request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Note shall bind every future
Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or
in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon,
whether or not notation of such action is made upon such Note.



ARTICLE 2

The
Notes



Section 2.01. Form and Dating. The
Notes and the Trustee’s certificate of authentication shall be substantially in the form of Note set forth in Exhibit A,
which is hereby incorporated in and expressly made a part of this Indenture. The Notes may have such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks
of identification and such notations, legends or endorsements as may be required to comply with any law, stock exchange rule, agreement
to which the Company is subject, if any, or usage, provided that any such notation, legend or endorsement is in a form acceptable
to the Company.



Each Global Note representing Notes shall
be dated the Issue Date. Each definitive certificated Note (“Certificated Note”) shall be dated the date of
its authentication.



The Notes shall be printed, lithographed
or engraved or produced by any combination of these methods or may be produced in any other manner permitted by the rules of any
stock exchange on which the Notes may be listed, if any, all as determined by the officers executing such Notes, as evidenced by
their execution of such Notes.



Section 2.02. Execution, Authentication
and Delivery. (a) One Director of the Company shall sign the Notes for the Company by manual or facsimile signature.



(i)          If
a Director whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall
be valid nevertheless.



15






(ii)         A
Note shall not be valid until an authorized signatory of the Trustee or an authenticating agent manually signs the certificate
of authentication on the Note upon Company Order. Such signature shall be conclusive evidence that the Note has been authenticated
under this Indenture. Such Company Order shall specify the amount of the Notes to be authenticated and the date on which the original
issue of Notes is to be authenticated.



(iii)        The
Trustee or an authenticating agent shall authenticate and deliver initially Notes on the Issue Date in an aggregate principal amount
of U.S.$500,000,000, and any Additional Notes for original issue from time to time after the Issue Date in such principal amounts
as set forth in Section 2.14, in each case upon a Company Order.



(iv)        The
Company may from time to time, without the consent of the Holders of the Notes, create and issue Additional Notes having the
same terms and conditions as the Notes in all respects, except for issue date, issue price and the first payment of interest
thereon. Additional Notes issued in this manner shall be consolidated with and shall form a single series for non-U.S.
federal income tax purposes with the previously outstanding Notes; provided that any such Additional Notes issued under the
same CUSIP as any previously issued Notes shall be issued either in a “qualified reopening” for U.S. federal
income tax purposes or with no more than de minimis original issue discount for U.S. federal income tax purposes.
Unless the context otherwise requires, for all purposes of this Indenture and the form of Note attached hereto, references to
the Notes include any Additional Notes actually issued.



(v)         The
Notes shall be issued in fully registered form without coupons attached in minimum denominations of U.S.$200,000 and integral multiples
of U.S.$1,000 in excess thereof (each, an “Authorized Denomination”).



(b)         The
Trustee may appoint an authenticating agent, with a copy of such appointment to the Company, to authenticate the Notes (the “Authenticating
Agent”). Unless limited by the terms of such appointment, an Authenticating Agent may authenticate Notes whenever the
Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by an Authenticating
Agent. An Authenticating Agent has the same rights as the Registrar or any Transfer Agent or Paying Agent or agent for service
of notices and demands.



(i)          Any
corporation into which any Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, consolidation or conversion to which any Authenticating Agent shall be a party, or any corporation succeeding
to the corporate trust business (and this transaction in particular) of any Authenticating Agent, shall be the successor of such
Authenticating Agent hereunder, without the execution or filing of any further act on the part of the parties hereto or such Authenticating
Agent or such successor corporation.



(ii)         Any
Authenticating Agent may at any time resign by giving written notice of resignation to the Trustee and the Company. The Trustee
may at any time terminate the agency of any Authenticating Agent by giving written notice of termination to such Authenticating
Agent and the Company. Upon receiving such notice of resignation or upon such a termination, the Trustee may appoint a successor
Authenticating Agent reasonably acceptable to the Company and shall give written notice of such appointment to the Company.



16






(iii)        The
Company agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services and reimbursement
for its reasonable expenses relating thereto.



Section 2.03. Transfer Agent, Registrar
and Paying Agent. (a) Subject to such reasonable regulations as the Company may prescribe, the books of the Company for the
exchange, registration, and registration of transfer of Notes shall be kept at the office of the Registrar (such books maintained
in such office and in any other office or agency designated for such purpose being herein referred to as the “Register”).
The Company shall also cause the Trustee to maintain books for the exchange, registration and registration of transfer of Notes.
The Trustee shall notify the Registrar and the Registrar shall notify the Trustee, when necessary, upon any exchange, registration
or registration of transfer of any Notes and shall cause their respective books to be amended accordingly. The Company may have
one or more co-registrars and one or more additional Transfer Agents or Paying Agents. The terms “Transfer Agent”
and “Paying Agent” include any additional transfer agent or paying agent, as the case may be. The term “Registrar”
includes any co-registrar.



(i)          The
Company shall enter into any appropriate agency agreements with any Registrar, Transfer Agent or Paying Agent not a party to this
Indenture, which shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee
of the name and address of any such agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee may act as
such and shall be entitled to appropriate compensation therefor pursuant to Section 7.06. The Company initially appoints the Trustee
as Registrar, Transfer Agent and Principal Paying Agent, and The Bank of New York Mellon (Luxembourg) S.A. as Transfer Agent in
Luxembourg in connection with the Notes.



(b)          The
Registrar shall keep a record of all the Notes and shall make such record available during regular business hours for inspection
upon the request of the Company provided a reasonable amount of time prior to such inspection. Such books and records shall include
notations as to whether such Notes have been redeemed, or otherwise paid or cancelled, and, in the case of mutilated, destroyed,
defaced, stolen or lost Notes, whether such Notes have been replaced. In the case of the replacement of any of the Notes, the Registrar
shall keep a record of the Note so replaced, and the Notes issued in replacement thereof. In the case of the cancellation of any
of the Notes, the Registrar shall keep a record of the Note so cancelled and the date on which such Note was cancelled. Each Transfer
Agent shall notify the Trustee and the Registrar of any transfers or exchanges of Notes effected by it. The Registrar shall not
be required to register the transfer of or exchange Certificated Notes for a period of 15 days preceding any date of selection
of Notes for redemption, or register the transfer of or exchange any Certificated Notes previously called for redemption.



17






(c)          All
Notes surrendered for payment, redemption, registration of transfer or exchange shall be cancelled by the relevant Transfer Agent
or Paying Agent, Registrar or the Trustee, as the case may be. Each Registrar, Paying Agent and Transfer Agent shall notify the
Trustee of the surrender and cancellation of such Notes and shall deliver such Notes to the Trustee. The Trustee may destroy or
cause to be destroyed all such Notes surrendered for payment, redemption, registration of transfer or exchange and, if so destroyed,
shall upon the instructions of the Company promptly deliver a certificate of destruction to the Company.



(d)          The
Paying Agent shall comply with applicable backup withholding tax and information reporting requirements under the U.S. Internal
Revenue Code of 1986, as amended, and the U.S. Treasury Regulations promulgated thereunder with respect to payments made under
the Notes (including, to the extent required, the collection of Internal Revenue Service Forms W-8 and W-9 and the filing of U.S.
Internal Revenue Service Forms 1099 and 1096).



Section 2.04. Paying Agent to Hold Money
in Trust. By 10:00 A.M. New York time, no later than one Business Day prior to each Payment Date on any Note, the Company shall
deposit with the Principal Paying Agent in immediately available funds a sum sufficient to pay such principal and interest when
so becoming due (including any amounts under Section 4.06). The Company shall request that the bank through which such payment
is to be made agree to supply to the Principal Paying Agent by 10:00 A.M. (New York time) two Business Days prior to the due date
from any such payment an irrevocable confirmation (by facsimile) of its intention to make such payment. The Company shall require
each Paying Agent (other than the Trustee) to agree in writing that such Paying Agent shall hold in trust, for the benefit of Holders
or the Trustee, all money held by such Paying Agent for the payment of principal and interest on the Notes and shall notify the
Trustee of any default by the Company in making any such payment. The Company at any time may require a Paying Agent to pay all
money held by it to the Trustee and to account for any funds disbursed by it. Upon complying with this Section 2.04, the Paying
Agent shall have no further liability for the money delivered to the Trustee.



Each payment in full of principal, redemption
amount, additional amounts and/or interest payable under the Notes and this Indenture in respect of any Note made by or on behalf
of the Company or a Guarantor to or to the order of the Principal Paying Agent in the manner specified herein or in the Notes on
the date due shall be valid and effective to satisfy and discharge the obligation of the Company or such Guarantor, as the case
may be, to make payment of principal, redemption amount, additional amounts and/or interest payable hereunder and under the Notes
on such date, provided, however, that the liability of the Principal Paying Agent hereunder shall not exceed any amounts paid to
it by the Company or such Guarantor, as the case may be, or held by it, on behalf of the Holders hereunder.



Section 2.05. Payment of Principal and
Interest; Principal and Interest Rights Preserved.(a) Except as otherwise provided herein for the redemption of the Notes,
the payment of principal of or interest on the Notes shall be allocated on a pro rata basis among all Outstanding Notes, without
preference or priority of any kind among the Notes.



(b)          Final
payments in respect of any Note (whether upon redemption, declaration of acceleration or otherwise) shall be made only against
presentation and surrender of such Note at the Corporate Trust Office, at the offices of the Trustee and, subject to any fiscal
or other laws and regulations applicable thereto, at the specified offices of any other Paying Agent appointed by the Company.



18






(c)          Payment
of the principal of any Note on a relevant Payment Date shall be made to the Person in whose name such Note is registered in the
Register at the close of business on the fifteenth day (whether or not a Business Day) immediately preceding such Payment Date,
by U.S. Dollar check drawn on a bank in The City of New York and mailed to the Person entitled thereto at its address as it appears
on the Register, or by wire transfer to a U.S. Dollar account maintained by the payee with a bank in The City of New York, provided
that such Holder so elects by giving written notice to such effect designating such account, upon application to the Trustee at
least 15 days prior to such Payment Date.



(d)          Payment
of interest on each Interest Payment Date with respect to any Note shall be made to the Person in whose name such Note is registered
on the Record Date immediately preceding such Interest Payment Date by U.S. Dollar check drawn on a bank in The City of New York
and mailed to the Person entitled thereto at its address as it appears on the Register, or by wire transfer to a U.S. Dollar account
maintained by the payee with a bank in The City of New York, provided that the Holder so elects by giving written notice
to such effect designating such account, which is received by the Trustee or a Paying Agent no later than the Record Date immediately
preceding such Interest Payment Date. Unless such designation is revoked, any such designation made by such Holder with respect
to such Note shall remain in effect with respect to any future payments with respect to such Note payable to such Holder. The Company
shall pay any administrative costs imposed by banks in connection with making payments by wire transfer.



If the Payment Date in respect of any Note
is not a business day at the place in which it is presented for payment, the Holder thereof shall not be entitled to payment of
the amount due until the next succeeding business day at such place and shall not be entitled to any further interest or other
payment in respect of any such delay.



Notwithstanding the provisions of this Section
2.05, payments on Notes registered in the name of DTC or its nominee shall be effected in accordance with the Applicable Procedures.



Section 2.06. Holder Lists. The Trustee
shall preserve in as current a form as is reasonably practicable, the most recent list available to it of the names and addresses
of Holders. If the Trustee is not the Registrar, the Company shall furnish to the Trustee in writing, at least ten Business Days
before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of
such date as the Trustee may reasonably require of the names and addresses of Holders.



Section 2.07. Transfer and Exchange.
(a) Interests in the Regulation S Global Note and the Restricted Global Note shall be exchangeable or transferable, as the case
may be, for physical delivery of Certificated Notes if (i) DTC notifies the Company that it is unwilling or unable to continue
as depositary for such Global Note, or DTC ceases to be a “clearing agency” registered under the Exchange Act, and
a successor depositary is not appointed by the Company within 90 days, or (ii) an Event of Default has occurred and is continuing
with respect to such Notes, providedthat such transfer or exchange is made in accordance with the provisions of thisIndenture and the Applicable Procedures.



19






Upon receipt of notice by DTC or the Trustee,
as the case may be, regarding the occurrence of any of the events described in the preceding paragraph, the Company shall use its
best efforts to make arrangements with DTC for the exchange of interests in the Global Notes for individual Certificated Notes,
and cause the requested individual Certificated Notes to be executed and delivered to the Trustee in sufficient quantities and
authenticated by the Trustee for delivery to Holders. In the case of Certificated Notes issued in exchange for the Restricted Global
Note, such Certificated Notes shall bear the Securities Act Legend. Upon the registration of transfer, exchange or replacement
of Notes bearing such Securities Act Legend, or upon specific request for removal of the Securities Act Legend on a Note, the Company
shall deliver only Notes that bear such Securities Act Legend, or shall refuse to remove such Securities Act Legend, as the case
may be, unless there is delivered to the Company a certificate in the form of Exhibit D or Exhibit F, as the case may be, or such
satisfactory evidence as may reasonably be required by the Company, which may include an Opinion of Counsel, that neither the Securities
Act Legend nor the restrictions on transfer set forth therein are required to ensure compliance with the provisions of the Securities
Act. The Trustee shall exchange a Note bearing the Securities Act Legend for a Note not bearing such Securities Act Legend only
if it has been directed to do so in writing by the Company, upon which direction it may conclusively rely.



(b)          On
or prior to the 40th day after the Closing Date, transfers by a DTC participant which is an owner of a beneficial interest in the
Regulation S Global Note to a transferee who takes delivery of such interest through the Restricted Global Note shall be made only
in Authorized Denominations in accordance with the Applicable Procedures and upon receipt by the Trustee or Transfer Agent of a
written certification from the transferor of the beneficial interest in the form of Exhibit E to the effect that such transfer
is being made to a Person who the transferor reasonably believes is a “qualified institutional buyer” within the meaning
of Rule 144A in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any
state of the United States or any other jurisdiction. After such 40th day, such certification requirement shall no longer apply
to such transfers.



(c)          Transfers
by a Holder of a Certificated Note bearing the Securities Act Legend or by a DTC participant of a beneficial interest in the Restricted
Global Note to a transferee who takes delivery of such interest through the Regulation S Global Note or in the form of a Certificated
Note not bearing the Securities Act Legend shall be made only in Authorized Denominations upon receipt by the Trustee or Transfer
Agent of a written certification from the transferor in the form of Exhibit D to the effect that such transfer is being made in
accordance with Regulation S.



Beneficial interests in the Global Notes
shall be shown on, and transfers thereof shall be effected only through records maintained by DTC and its direct and indirect participants,
including Euroclear and Clearstream, Luxembourg.



20






Transfers between participants in DTC shall
be effected in the ordinary way in accordance with the Applicable Procedures and shall be settled in DTC’s Same Day Funds
Settlement System and secondary market trading activity in such Notes shall therefore settle in immediately available funds. There
can be no assurance as to the effect, if any, of settlements in immediately available funds on trading activity in the Notes. Transfers
between participants in Euroclear and Clearstream, Luxembourg shall be effected in the ordinary way in accordance with Applicable
Procedures.



(d)          Certificated
Notes may be exchanged or transferred in whole or in part in the principal amount of Authorized Denominations by surrendering such
Certificated Notes at the office of the Trustee or any Transfer Agent with a written instrument of transfer as provided in this
Indenture in the form of Exhibit B hereto duly executed by the Holder thereof or his attorney duly authorized in writing.



In exchange for any Certificated Note properly
presented for transfer, the Trustee shall promptly authenticate and deliver or cause to be authenticated and delivered at the Corporate
Trust Office, to the transferee, or send by mail (at the risk of the transferee) to such address as the transferee may request,
a Certificated Note or Notes, as the case may require, registered in the name of such transferee, for the same aggregate principal
amount as was transferred. In the case of the transfer of any Certificated Note in part, the Trustee shall also promptly authenticate
and deliver or cause to be authenticated and delivered at the Corporate Trust Office, to the transferor, or send by mail (at the
risk of the transferor) to such address as the transferor may request, a Certificated Note or Notes, as the case may require, registered
in the name of such transferor, for the aggregate principal amount that was not transferred. No transfer of any Notes shall be
made unless the request for such transfer is made by the registered Holder or his attorney duly authorized in writing at the Corporate
Trust Office and is accompanied by a completed instrument of transfer in the form of Exhibit C attached to the Note presented for
transfer.



(e)          Transfer,
registration and exchange of any Note or Notes shall be permitted and executed as provided in this Section 2.07 without any charge
to the Holder of any such Note or Notes other than any taxes or governmental charges or insurance charges payable on transfers
or any expenses of delivery by other than regular mail, but subject to such reasonable regulations as the Company, the Registrar
and the Trustee may prescribe.



The costs and expenses of effecting any
exchange or registration of transfer pursuant to the foregoing provisions, except for the expense of delivery by other than regular
mail (if any) and except for the payment of a sum sufficient to cover any tax or other governmental charges or insurance charges
that may be imposed in relation thereto, shall be borne by the Company.



All Certificated Notes
issued upon any exchange or registration of transfer of Notes shall be valid obligations of the Company, evidencing the same debt,
and entitled to the same benefits, as the Notes surrendered upon exchange or registration of transfer.



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(f)          The
Trustee or the Transfer Agent shall effect transfers of Global Notes and Certificated Notes. In addition, the Registrar shall keep
the Register for the ownership, exchange and registration of transfer of any Notes. The Transfer Agent shall give prompt notice
to the Registrar and the Registrar shall likewise give prompt notice to the Trustee of any exchange or registration of transfer
of such Notes. Neither the Trustee nor any Transfer Agent shall register the exchange or the transfer of any Global Note or Certificated
Note (or any portion of a Certificated Note) during the period of 15 days ending on the Record Date. The Trustee shall give prompt
notice to the Company of any replacement, transfer, cancellation or destruction of the Notes.



(g)          Upon
any such exchange or registration of transfer of all or a portion of any Global Note for a Certificated Note or an interest in
either the Restricted Global Note or the Regulation S Global Note for an interest in the other Global Note, the Global Note to
be so exchanged shall be marked to reflect the reduction of its principal amount by the aggregate principal amount of such Certificated
Note or the interest to be so exchanged for an interest in a Regulation S Global Note or a Restricted Global Note, as the case
may be. Until so exchanged in full, the Note shall in all respects be entitled to the same benefits under this Indenture as the
Notes authenticated and delivered hereunder.



Section 2.08. Replacement Notes.
If any Note at any time becomes mutilated, defaced, destroyed, stolen or lost, such Note may be replaced at the cost of the applicant
(including reasonable legal fees of the Company, the Trustee, the Transfer Agents, the Registrar and the Paying Agents) at the
office of the Trustee or any Transfer Agent, upon provision of, in the case of destroyed, stolen or lost Notes, evidence satisfactory
to the Trustee and the Company that such Note was destroyed, stolen or lost, together with such indemnity as the Trustee and the
Company may require. Mutilated or defaced Notes must be surrendered before replacements shall be issued.



Each Note authenticated
and delivered in exchange for or in lieu of any such Note shall carry rights to accrued and unpaid interest and to interest to
accrue equivalent to the rights that were carried by such Note before such Note was mutilated, defaced, destroyed, stolen or lost.



Every replacement Note is an additional
obligation of the Company and shall be entitled to the benefits of this Indenture.



Section 2.09. Temporary Notes. Subject
to the provisions of Section 2.07(a), until Certificated Notes are ready for delivery, the Company may prepare and the Trustee
shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of Certificated Notes but may have variations
that the Company considers appropriate for temporary Notes. As necessary, the Company shall prepare and the Trustee shall authenticate
Certificated Notes and deliver them in exchange for temporary Notes at the office or agency of the Company or the Trustee, without
charge to the Holder. Until so exchanged, the temporary Notes shall be entitled to the same benefits under this Indenture as Certificated
Notes.



22






Section 2.10. Cancellation. The Company
at any time may deliver Notes to the Trustee for cancellation. The Transfer Agents and the Paying Agents shall forward to the Trustee
any Notes surrendered to them for transfer, exchange or payment. The Trustee or a Paying Agent and no one else shall cancel and
the Trustee shall destroy in accordance with its customary procedures (subject to the record-retention requirements of the Exchange
Act) all Notes surrendered for transfer, exchange, payment or cancellation and, if so destroyed, upon written instruction from
the Company deliver a certificate of such destruction to the Company unless the Company directs the Trustee in writing to deliver
cancelled Notes to the Company. The Company may not issue new Notes to replace Notes it has redeemed, paid or delivered to the
Trustee for cancellation, which shall not prohibit the Company from issuing any Additional Notes. A Note does not cease to be outstanding
because the Company, the Guarantor or any of their Affiliates holds such Note, except that such Notes will not be deemed to be
Outstanding for voting purposes pursuant to and in accordance with the definition of “Outstanding” in Section 1.01.



Section 2.11. Defaulted Interest.
If the Company defaults in a payment of interest on the Notes, the Company shall pay the defaulted interest (plus interest on such
defaulted interest at the rate specified in Section 4.01 to the extent lawful) in any lawful manner not inconsistent with the requirements
of any stock exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, if, after written
notice given by the Company to the Trustee of the proposed payment pursuant to this Section 2.11, such manner of payment shall
be deemed practicable by the Trustee.



The Company may pay the defaulted interest
to the Persons who are Holders on a subsequent special record date, which date shall be at least five Business Days prior to the
payment date of such defaulted interest. The Company shall fix or cause to be fixed any such special record date and payment date,
and, at least 15 days before any such special record date, the Company shall deliver to each Holder, with a copy to the Trustee,
a notice that states the special record date, the payment date and the amount of defaulted interest to be paid.



Section 2.12. CUSIP and ISIN Numbers.
The Company in issuing the Notes may use CUSIP and ISIN numbers (if then generally in use) and, if so, the Trustee shall use CUSIP
and ISIN numbers in notices as a convenience to Holders; provided, however, that any such notice may state that no
representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice and that
reliance may be placed only on the other identification numbers printed on the Notes, and any such notice shall not be affected
by any defect in or omission of such numbers. The Company shall promptly notify the Trustee in writing of any change in CUSIP or
ISIN numbers.



Section 2.13. Open Market Purchases.
The Company or any of its Affiliates may at any time purchase Notes in the open market or otherwise at any agreed upon price. All
Notes so purchased may not be reissued or resold, except in compliance with applicable requirements or exemptions under the relevant
securities laws.



Section 2.14. Issuance Of Additional
Notes. The Company shall be entitled, from time to time, without notice to, or consent of, the Holders of the Notes, to create
and issue additional principal amounts of Additional Notes under this Indenture which shall have identical terms as the Notes issued
on the Issue Date (other than with respect to the issue date, issue price, the payment of interest accruing prior to the issue
date thereof and the first payment of interest (including Additional Interest, if any) thereon, and any Additional Amounts due
with respect thereto, after the issue date thereof), as the case may be; provided that any such Additional Notes issued under the
same CUSIP as any previously issued Notes shall be issued either in a “qualified reopening” for U.S. federal income
tax purposes or with no more than de minimis original issue discount for U.S. federal income tax purposes.



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With respect to any Additional Notes, the
Company shall set forth in a Board Resolution and an Officers’ Certificate, a copy of each shall be delivered to the Trustee,
the following information:



(i)          the
aggregate principal amount of such Additional Notes to be authenticated and delivered pursuant to this Indenture;



(ii)         the
issue price, the issue date and the “CUSIP” and “ISIN” number of any such Additional Notes and the amount
of interest payable on the first payment date applicable thereto;



(iii)        whether
such Additional Notes shall be transfer restricted securities and issued in the same form as Notes, as set forth in Exhibit A to
this Indenture; and



(iv)        if
applicable, the resale restriction termination date relating to the Notes and the Restricted Period for such Additional Notes.



Section 2.15. One Class Of Notes.
The Notes and any Additional Notes shall vote and consent together on all matters as one class; and none of the Notes and any Additional
Notes shall have the right to vote or consent as a separate class on any matter. The Notes and any Additional Notes shall together
be deemed to constitute a single class or series for all purposes, other than for U.S. federal income tax purposes, under this
Indenture.



ARTICLE 3

Redemption



Section 3.01. Right of Redemption.
(a) Except as described in this Section 3.01 and Paragraph 8 of the form of Note set forth in Exhibit A, the Notes may not be redeemed.



(b)          (1)
On or prior to June 3, 2016, the Notes shall be redeemable, at the option of the Company, in whole or in part, on any Interest
Payment Date, at a redemption price equal to the greater of (A) 100% of the principal amount of the notes to be redeemed and (B)
the sum of the present values of the remaining scheduled payments of principal and interest on such notes (exclusive of interest
accrued on the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate (as defined below) plus 100 basis points, plus, in either case, accrued and unpaid interest
and additional amounts, if any, on the principal amount being redeemed to such Redemption Date; and



(2) After June 3, 2016, the notes
will be redeemable, at the option of the Company, in whole or in part, on any Redemption Date, at the redemption prices (expressed
as percentages of their principal amount at maturity), during the 12 month period commencing on June 3, 2016 of any year set forth
below:



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|Year                |  | Redemption Price |        
|------------------- |  | ---------------- | -------
|2016                |  |                  | 104.188
|2017                |  |                  | 102.792
|2018                |  |                  | 101.396
|2019 and thereafter |  |                  | 100.000



plus in the case of either (1) or (2), any interest
accrued but not paid and additional amounts, if any, to the Redemption Date; provided, however, that if the notes are redeemed
in part, at least U.S.$100,000,000 aggregate principal amount of the notes must remain outstanding following any partial redemption.
For the avoidance of doubt, any calculation of the remaining scheduled payments of principal and interest pursuant to clause (2)
of the preceding sentence shall not include interest accrued as of the applicable Redemption Date.



(c)          Redemption
for Taxation Reasons. If as a result of any change in or amendment to the laws (or any rules or regulations thereunder) of
a Taxing Jurisdiction, or any amendment to or change in an official interpretation, administration or application of such laws,
any treaties, rules, or related agreements to which the Taxing Jurisdiction is a party or regulations (including a holding by a
court of competent jurisdiction), which change or amendment becomes effective or, in the case of a change in official position,
is announced on or after the issue date of the Notes or on or after the date a successor to the Company assumes the obligations
under the Notes, (i) the Company or any successor to the Company has or will become obligated to pay Additional Amounts (as defined
below in Section 4.06) or (ii) either of the Guarantors or any successor to the Guarantor has or will become obligated to pay Additional
Amounts in excess of the Additional Amounts either such Guarantor or any such successor to the Guarantor would be obligated to
pay if payments were subject to withholding or deduction at a rate equal to the withholding tax rate imposed by Brazil as of the
issue date of the notes, determined, in each case, without reference to any interest, fees, penalties, or other additions to tax
(the “Minimum Withholding Level”), as a result of the taxes, duties, assessments and other governmentalcharges described above, the Company or any successor to the Company may, at their option, redeem all, but not less than all,
of the Notes, at a redemption price equal to 100% of their principal amount, together with accrued and unpaid interest to the date
fixed for redemption, including any Additional Amounts with respect thereto, upon publication of irrevocable notice to Holders
not less than 30 days nor more than 60 days prior to the date fixed for redemption. No notice of such redemption may be given earlier
than 60 days prior to the earliest date on which either (x) the Company or any successor to the Company would, but for such redemption,
become obligated to pay any Additional Amounts, or (y) in the case of payments made under the Guarantees, either Guarantor or any
successor to the Guarantor would, but for such redemption, be obligated to pay the Additional Amounts in excess of the Minimum
Withholding Level were a payment then due. For the avoidance of doubt, the Company or any successor to the Company shall not have
the right to so redeem the Notes unless (a) it is obligated to pay Additional Amounts or (b) either Guarantor or any successor
to the Guarantor is obliged to pay Additional Amounts that in the aggregate amount to more than the Additional Amounts payable
at the Minimum Withholding Level. Notwithstanding the foregoing, the Company or any successor to the Company shall not have the
right to so redeem the Notes unless it has taken reasonable measures to avoid the obligation to pay Additional Amounts. For the
avoidance of doubt, reasonable measures do not include changing the jurisdiction of incorporation of the Company or any successor
to the Company or the jurisdiction of incorporation of a Guarantor or any successor to either Guarantor.



25






In the event that the Company or any successor
elects to so redeem the Notes pursuant to Section 3.01(c), it will deliver to the Trustee: (i) a certificate, signed in the name
of the Company or any successor to the Company by any two of its executive officers or by its attorney-in -fact in accordance with
its bylaws, stating that the Company or any successor to the Company is entitled to redeem the Notes pursuant to their terms and
setting forth a statement of facts showing that the condition or conditions precedent to the right of the Company or any successor
to the Company to so redeem have occurred or been satisfied; and (ii) an Opinion of Counsel to the effect that (1) the Company
or any successor to the Company has or will become obligated to pay Additional Amounts or either Guarantor or any successor to
the Guarantor has or will become obligated to pay Additional Amounts in excess of the Additional Amounts payable at the Minimum
Withholding Level, (2) such obligation is the result of a change in or amendment to the laws (or any rules or regulations thereunder)
of a Taxing Jurisdiction, as described above and (3) that all governmental requirements necessary for the Company or any successor
to the Company to effect the redemption have been complied with.



Section 3.02. Applicability of Article.
Redemption of Notes at the option of the Company, as permitted by Section 3.01 or required by any provision of this Indenture,
shall be made in accordance with such provision and this Article 3. The redemption of Notes may require the prior approval of the
Central Bank of Brazil.



Section 3.03. Election to Redeem; Notice
to Trustee. The election of the Company to redeem the Notes pursuant to Section 3.01(b) or 3.01(c) shall be evidenced by a
Board Resolution. In case of any redemption of Notes at the election of the Company, the Company shall, at least 70 days prior
to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee
in writing of such Redemption Date.



Section 3.04. Notice of Redemption by
the Company. In the case of redemption of Notes pursuant to Section 3.01(b) or 3.01(c), notice of redemption shall be mailed
at least 30 but not more than 60 days before the Redemption Date to each Holder of any Note to be redeemed by first-class mail
at its registered address and such notice shall be irrevocable. In addition, so long as the Notes are listed on the Euro MTF market
of the Luxembourg Stock Exchange, notices shall be published in English in a leading newspaper having general circulation in Luxembourg.



The notice shall state:



(i)          the
Redemption Date;



(ii)         the
Redemption Price;



(iii)        the
name and address of the Paying Agents;



26






(iv)        that
Notes called for redemption must be surrendered to a Paying Agent to collect the Redemption Price;



(v)         that,
unless the Company defaults in making such redemption payment or the Paying Agent is prohibited from making such payment pursuant
to the terms of this Indenture, interest on Notes called for redemption ceases to accrue on and after the Redemption Date;



(vi)        the
paragraph of the Notes pursuant to which the Notes called for redemption are being redeemed;



(vii)       the
CUSIP or ISIN number, if any; and



(viii)      that
no representation is made as to the correctness or accuracy of the CUSIP or ISIN number, if any, listed in such notice or printed
on the Notes.



At the Company’s election and at its
request, made in writing to the Trustee at least 60 days before a date for redemption of Notes, the Trustee shall give the notice
of redemption in the Company’s name and at the Company’s expense; provided that the Company shall deliver to
the Trustee, at least 70 days prior to the Redemption Date, an Officers’ Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.



Section 3.05. Deposit of Redemption Price.
By 10:00 A.M. New York City time, no later than one Business Day prior to the Redemption Date, the Company shall deposit with the
Principal Paying Agent money sufficient to pay the Redemption Price of and accrued and unpaid interest on the Notes other than
Notes that have been delivered by the Company to the Trustee at least 15 days prior to the Redemption Date for cancellation. The
Company shall request that the bank through which such payment is to be made agree to supply to the Principal Paying Agent by 10:00
A.M. (New York time) two Business Days prior to the due date from any such payment an irrevocable confirmation (by facsimile) of
its intention to make such payment.



Section 3.06. Effect of Notice of Redemption.
Notice of redemption having been given as aforesaid, the Notes shall, on the Redemption Date, become due and payable at the applicable
Redemption Price (together with accrued and unpaid interest, if any, to the Redemption Date), and from and after such date (except
in the event of a default in the payment of the Redemption Price and accrued and unpaid interest) such Notes shall cease to bear
interest. Upon surrender of any such Note for redemption in accordance with such notice, such Note shall be paid by the Company
at the Redemption Price, together with accrued and unpaid interest, if any, to the Redemption Date; provided, however,
that installments of interest whose Payment Date is on or prior to the Redemption Date shall be payable to the Holders of such
Notes registered as such at the close of business on the relevant Record Dates according to their terms.



If any Note to be redeemed shall not be
so paid upon surrender thereof in accordance with the Company’s instructions for redemption, the principal shall, until paid,
bear interest from the Redemption Date at the rate borne by the Notes. Upon surrender to the Paying Agent, such Notes shall be
paid at the applicable Redemption Price, plus accrued and unpaid interest to the Redemption Date; provided, however,
that installments of interest payable on or prior to the redemption date shall be payable to the Holders of such Notes registered
as such at the close of business on the relevant Record Date according to their terms.



27






Section 3.07. Notes Redeemed In Part.
Upon surrender of a Note that is redeemed in part, the Company shall execute and the Trustee shall authenticate for the Holder
thereof (at the Company’s expense) a new Note, equal in a principal amount to the unredeemed portion of the Note surrendered;
provided that each new Note shall be in a principal amount of U.S.$200,000 or an integral multiple of U.S.$1,000 in excess
thereof.



For all purposes of this Indenture, unless
the context otherwise requires, all provisions relating to redemption of Notes shall relate, in the case of any Note redeemed or
to be redeemed only in part, to the portion of the principal amount of such Note which has been or is to be redeemed.



ARTICLE 4

Covenants



Section 4.01. Payment of Principal and
Interest Under the Notes. The Company shall punctually pay the principal of and interest on the Notes on the dates and in the
manner provided in the form of Note set forth as Exhibit A. By 10:00 a.m. (New York City time), no later than one Business Day
prior to any Payment Date, the Company shall irrevocably deposit with the Trustee or with the Principal Paying Agent money sufficient
to pay such principal and interest.



The Company shall pay interest on overdue
principal or installments of interest, to the extent lawful, at the rate borne by the Notes plus 1% per annum.



No interest shall be payable hereunder in
excess of the maximum rate permitted by applicable law.



Section 4.02. Maintenance of Office or
Agency. The Company shall maintain in each place of payment for the Notes an office or agency where Notes may be presented
or surrendered for payment and where notices and demands to or upon the Company in respect of the Notes and this Indenture may
be served. The Corporate Trust Office of the Trustee shall be such office or agency of the Company, unless the Company shall designate
and maintain some other office or agency for one or more of such purposes. The Company shall give prompt written notice to the
Trustee of any change in the location of any such office or agency. If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices
and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as
its agent to receive all such presentations, surrenders, notices and demands.



Section 4.03. Money
for Note Payments to Be Held in Trust. If the Company shall at any time act as its own Paying Agent, it shall, on or before
each due date of principal of or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal and interest so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and shall promptly notify the Trustee of its action or failure so to act.



28






Whenever the Company shall have one or more
Paying Agents for the Notes, it shall, on or before each due date of principal of or interest on any Notes, irrevocably deposit
with a Paying Agent a sum sufficient to pay such principal and interest so becoming due, such sum to be held in trust for the benefit
of the Persons entitled to such principal or interest, and (unless such Paying Agent is the Trustee) the Company shall promptly
notify the Trustee in writing of such action or any failure so to act.



Each Paying Agent, subject to the provisions
of this Section 4.03, shall:



(i)          hold
all sums held by it for the payment of principal of or interest on Notes in trust for the benefit of the Persons entitled thereto
until such sums shall be paid to such Persons or otherwise disposed of as herein; provided, however, such sums need
not be segregated from other funds held by it, except as required by law;



(ii)         give
the Trustee written notice of any Default by the Company (or any other obligor upon the Notes) in the making of any payment of
principal or interest; and



(iii)        at
any time during the continuance of any such Default, upon the written request of the Trustee, forthwith pay to the Trustee all
sums so held in trust by such Paying Agent.



The Company shall cause each Paying Agent
(other than the Principal Paying Agent) to execute and deliver an instrument in which such Paying Agent shall agree with the Trustee
to act as a Paying Agent in accordance with this Section 4.03.



The Company may at any time, for the purpose
of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying
Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon
the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying
Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such sums.



Any money deposited with the Trustee or
any Paying Agent, or then held by the Company, in trust for the payment of principal of or interest on any Note and remaining unclaimed
for two years after such principal or interest has become due and payable shall be paid to the Company at the request of the Company,
or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured
general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect
to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such repayment, shall, upon request and at the expense
of the Company, cause to be published once, in a newspaper published in the English language, customarily published on each Business
Day and of general circulation in (i) the Borough of Manhattan, The City of New York and (ii) so long as the Notes continue to
be listed on the Euro MTF market of the Luxembourg Stock Exchange, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money
then remaining shall be repaid to the Company.



29






Section 4.04. Maintenance of Corporate
Existence. TAM S.A. shall, and shall cause each of its Subsidiaries to, (i) maintain in effect its corporate existence and
all registrations necessary therefor, provided that these restrictions shall not prohibit any transactions permitted by
Article 5 or the merger of any Subsidiary with or into TAM S.A. or with or into any other Wholly-Owned Subsidiary of TAM S.A.;
(ii) take all reasonable actions to maintain all rights, privileges, titles to property, franchises and the like necessary in the
normal conduct of its business, activities or operations; and (iii) maintain or cause to be maintained in good repair, working
order and condition (normal wear and tear excepted) all properties used in their business; provided,however, that
neither TAM S.A. nor its Subsidiaries shall be prevented fromdiscontinuing those operations (including through the transfer
or dissolution of a Subsidiary) or suspending the maintenance of those properties (including through the sale thereof) which, in
the reasonable judgment of TAM S.A. are no longer necessary in the conduct of TAM S.A.’s business, or that of its Subsidiaries;
and provided, further, that such discontinuation of operations or suspension of maintenance shall not be materially
disadvantageous to the Holders of the Notes.



Section 4.05. Payment of Taxes and Claims.
TAM S.A. shall, and shall cause each of its Subsidiaries to, pay all taxes, assessments and other governmental charges imposed
upon it or any of its property in respect of any of its franchises, businesses, income or profits before any penalty or interest
accrues thereon, and pay all claims (including claims for labor, services, materials and supplies) for sums which have become due
and payable and which by law have or might become a Lien upon its property; provided, however, that any such payment
shall not be required unless the failure to make such payment would have a material adverse effect upon the financial condition
of TAM S.A. and its Subsidiaries considered as one enterprise or a material adverse effect on the performance of TAM S.A.’s
obligations hereunder; and provided, further, that no such charge or claim need be paid while it is being contested
in good faith by appropriate proceedings and if appropriate reserves or other provisions shall have been made therefor.



Section 4.06. Payment of Additional Amounts.
(a) All payments by the Company in respect of the Notes or the Guarantors in respect of the Note Guarantees will be made free and
clear of, and without withholding or deduction for or on account of, any present or future taxes, duties, assessments, or other
governmental charges of whatever nature imposed or levied by or on behalf of the Cayman Islands or Brazil, or any authority therein
or thereof or any other jurisdiction in which the Company or the Guarantors are organized, doing business or through which payments
are made in respect of notes or the guarantees (any of the aforementioned being a “Taxing Jurisdiction ”), unless
the Company or the Guarantors are compelled by law to deduct or withhold such taxes, duties, assessments, or governmental charges.
In such event, the Company or the Guarantors, as applicable, will make such deduction or withholding, make payment of the amount
so withheld to the appropriate governmental authority and pay such additional amounts as may be necessary to ensure that the net
amounts receivable by Holders of Notes after such withholding or deduction shall equal the respective amounts of principal and
interest which would have been receivable in respect of the Notes in the absence of such withholding or deduction (“Additional
Amounts”). Notwithstanding the foregoing, no such Additional Amounts shall be payable:



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(i)          to,
or to a third party on behalf of, a Holder who is liable for such taxes, duties, assessments or governmental charges in respect
of such Note by reason of the existence of any present or former connection between such Holder (or between a fiduciary, settlor,
beneficiary, member or shareholder of such Holder, if such Holder is an estate, a trust, a partnership, or a corporation) and the
relevant Taxing Jurisdiction, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member or shareholder)
being or having been a citizen or resident thereof or being or having been engaged in a trade or business or present therein or
having, or having had, a permanent establishment therein, other than the mere holding of the Note or enforcement of rights under
the Indenture and the receipt of payments with respect to the Note;



(ii)         in
respect of Notes surrendered or presented for payment (if surrender or presentment is required) more than 30 days after the Relevant
Date except to the extent that payments under such Note would have been subject to withholdings and the Holder of such Note would
have been entitled to such Additional Amounts, on surrender of such Note for payment on the last day of such period of 30 days;



(iii)        in
respect of any withholding or deduction imposed on a payment that is to be made pursuant to Council Directive 2003/48/EC or any
other Directive on the taxation of savings income implementing the conclusion of the ECOFIN Council meeting of November 26-27,
2000 or any subsequent meeting of the ECOFIN Council, or any law implementing or complying with, or introduced in order to conform
to, such Directives;



(iv)        to,
or to a third party on behalf of, a Holder who is liable for such taxes, duties, assessments or other governmental charges by reason
of such Holder's failure to comply with any certification, identification, documentation or other reporting requirement concerning
the nationality, residence, identity or connection with the relevant Taxing Jurisdiction of such Holder or beneficial owner, if
(1) compliance is required by law as a precondition to, exemption from, or reduction in the rate of, the tax, assessment or other
governmental charge and (2) the Company has given the Holders at least 30 days’ notice that Holders will be required to provide
such certification, identification, documentation or other requirement;



(v)         in
respect of any estate, inheritance, gift, sales, transfer, capital gains, excise or personal property or similar tax, assessment
or governmental charge;



(vi)        in
respect of any tax, assessment or other governmental charge which is payable other than by deduction or withholding from payments
of principal of or interest on the Note;



(vii)       in
respect of any tax imposed on overall net income or any branch profits

tax; or



(viii)      in
respect of any combination of the above.



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(b)          No
Additional Amounts shall be paid with respect to any payment on a Note to a Holder who is a fiduciary, a partnership, a limited
liability company or other than the sole beneficial owner of that payment to the extent that payment would be required by the relevant
Taxing Jurisdiction to be included in the income, for tax purposes, of a beneficiary or settlor with respect to the fiduciary,
a member of that partnership, any interestholder in a limited liability company or a beneficial owner who would not have been entitled
to the Additional Amounts had that beneficiary, settlor, member or beneficial owner been the Holder.



(c)          The
Notes are subject in all cases to any tax, fiscal or other law or regulation or administrative or judicial interpretation. Except
as specifically provided above, neither the Company nor the Guarantors shall be required to make a payment with respect to any
tax, assessment or governmental charge imposed by any government or a political subdivision or taxing authority thereof or therein.



(d)          In
the event that Additional Amounts actually paid with respect to the Notes are based on rates of deduction or withholding of withholding
taxes in excess of the appropriate rate applicable to the Holder of such Notes, and, as a result thereof such Holder is entitled
to make claim for a refund or credit of such excess from the authority imposing such withholding tax, then such Holder shall, by
accepting such Notes, be deemed to have assigned and transferred all right, title, and interest to any such claim for a refund
or credit of such excess to the Company.



(e)          Any
reference in this Indenture or the Notes to principal, interest or any other amount payable in respect of the Notes by the Company
or the Note Guaranty by the Guarantors will be deemed also to refer to any Additional Amount, unless the context requires otherwise,
that may be payable with respect to that amount under the obligations referred to in this Section.



(f)          Each
of the Company and the Guarantors covenants that if any of the Company or the Guarantors, as applicable, is required under applicable
law to make any deduction or withholding on payments of principal of or interest on the Notes for or on account of any tax, duty,
assessment or other governmental charge, at least 10 days prior to the first payment date on the Notes and at least 10 days prior
to each payment date thereafter where such withholding is required, the Company or the Guarantors, as applicable, shall furnish
the Trustee and the Principal Paying Agent with an Officers’ Certificate (but only if there has been any change with respect
to the matters set forth in any previously delivered Officers’ Certificate) instructing the Trustee and the Principal Paying
Agent as to whether such payment of principal of or interest on the Notes shall be made without deduction or withholding for or
on account of any tax, duty, assessment or other governmental charge, or, if any such deduction or withholding shall be required
by the Taxing Jurisdiction, then such certificate shall: (i) specify the amount required to be deducted or withheld on such payment
to the relevant recipient; (ii) certify that the Company or the Guarantors, as applicable, shall pay such deduction or withholding
amount to the appropriate taxing authority; and (iii) certify that the Company or the Guarantors, as applicable, shall pay or cause
to be paid to the Trustee or the Principal Paying Agent such Additional Amounts as are required by this Section 4.06.



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(g)          Each
of the Company and the Guarantors agrees to indemnify the Trustee and the Principal Paying Agent for, and to hold each
harmless against, any loss, liability or expense reasonably incurred without bad faith on its part arising out of or in
connection with actions taken or omitted by it in reliance on any Officers’ Certificate furnished pursuant to this
Section 4.6 or any failure to furnish such a
certificate.



(h)          The
obligations of the Company and the Guarantors pursuant to this Section 4.06 shall survive termination or discharge of this Indenture,
payment of the Notes and/or resignation or removal of the Trustee or the Principal Paying Agent.



Section 4.07. Reporting Requirements.
(a) The Company and the Guarantors shall provide the Trustee with the following reports (and shall also provide the Trustee with
sufficient copies, as required, of the reports referred to in clauses (i), (ii), (iii) and (iv) for distribution, at the Company’s
and the Guarantors’ expense, to all Holders of Notes):



(i)          an
English language version of TAM S.A.’s annual audited consolidated financial statements prepared in accordance with IFRS
promptly upon such financial statements becoming available but not later than 120 days after the close of its fiscal year;



(ii)         an
English language version of TAM S.A.’s unaudited quarterly financial statements prepared in accordance with IFRS promptly
upon such statements becoming available but not later than 60 days after the close of each fiscal quarter (other than the last
fiscal quarter of its fiscal year);



(iii)        simultaneously
with the delivery of each set of financial statements referred to in clauses (i) and (ii) of this Section 4.07(a), an Officers’
Certificate stating whether a Default or Event of Default exists on the date of such certificate and, if a Default or Event of
Default exists, setting forth the details thereof and the action that the Company and/or the Guarantors, as applicable, are taking
or propose to take with respect thereto; one of the officers signing the Officers’ Certificate delivered pursuant to this
section shall be the principal executive, financial or accounting officer of the Company;



(iv)        without
duplication, English language versions or summaries of such other reports or notices as may be filed or submitted by (and promptly
after filing or submission by) the Company and/or the Guarantors, as applicable, with (a) the CVM, (b) the Euro MTF market of the
Luxembourg Stock Exchange, or any other stock exchange on which the Notes may be listed or (c) the SEC (in each case, to the extent
that any such report or notice is generally available to security holders of the Company or the public in Brazil or elsewhere and,
in the case of clause (c), is filed or submitted pursuant to Rule 12g3-2(b) under, or Section 13 or 15(d) of, the Exchange Act,
or otherwise); and



(v)         upon
any director or executive officer of the Company or any Guarantor becoming aware of the existence of a Default or Event of Default,
an Officers’ Certificate setting forth the details thereof and the action which the Company and/or such Guarantor, as applicable,
are taking or propose to take with respect thereto.



33






Delivery of the above reports to the Trustee
is for informational purposes only and the Trustee’s receipt of such reports shall not constitute constructive notice of
any information contained therein or determinable from information contained therein, including the Company’s or the Guarantors’
compliance with any of their covenants in this Indenture (as to which the Trustee is entitled to rely exclusively on Officers’
Certificates).



(b)          Within
60 days of the close of each of the first three fiscal quarters and within 90 days of the close of each fiscal year, for so long
as any of the Notes remain Outstanding, (i) the Company shall request from DTC, a current list of the names and addresses of each
DTC participant which is a Holder of an interest in a Global Note and (ii) at the Company’s written request, the Trustee
shall provide the Company with the names and addresses of each Holder of a Certificated Note, if any.



Section 4.08. Available Information.
The Company shall take all action necessary to provide information to permit resales of the Notes pursuant to Rule 144A, including
furnishing to any Holder of a Note or owner of a beneficial interest in a Global Note, or to any prospective purchaser designated
by such a Holder or beneficial owner, upon request to such Holder or beneficial owner, financial and other information required
to be delivered under paragraph (d)(4) of Rule 144A (as amended from time to time and including any successor provision) unless,
at the time of such request, the Company is subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange
Act or is exempt from such requirements pursuant to Rule 12g3-2(b) under the Exchange Act (as amended from time to time and including
any successor provision).



Section 4.09. Limitations on the Company.
The Company shall not (a) engage in any business or enter into, or be a party to, any transaction or agreement except for:



(i)          the
issuance, sale and redemption of the Notes and activities incidentally related thereto;



(ii)         the
incurrence of Debt to make inter-company loans to the Guarantors and entities controlled by the Guarantors to finance the acquisition
and leasing of aircraft, equipment and supply materials by the Guarantors and such entities and activities reasonably related thereto;



(iii)        entering
into Hedging Agreements relating to the Notes or other such Debt;

and



(iv)        any
other transaction required by law;



(b)          acquire
or own any Subsidiaries or other assets or properties, except an interest in the inter-company loans described in Section 4.09(a)(ii)
and Hedging Agreements relating to its Debt and instruments evidencing the foregoing; and



(c)          enter
into any consolidation, merger, amalgamation, joint venture, or other form of combination with any Person, or sell, lease, convey
or otherwise dispose of any of its assets or receivables, except as otherwise permitted under Section 5.01.



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Section 4.10. Limitation on Transactions
with Affiliates. Neither the Company nor any Guarantor will, nor will the Company or any Guarantor permit any of their respective
Subsidiaries to, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property,
employee compensation arrangements or the rendering of any service) with, or for the benefit of, any Affiliate of the Company or
such Guarantor, other than themselves or any of their respective Subsidiaries, (an “Affiliate Transaction”)
unless the terms of the Affiliate Transaction are no less favorable to the Company or such Guarantor or such Subsidiary than those
that could be obtained at the time of the Affiliate Transaction in arm’s length dealings with a person who is not an Affiliate.



Section 4.11. Repurchase of Notes upon
a Change of Control. Not later than 30 days following a Rating Decline that results from a Change of Control, the Company will
make an Offer to Purchase all outstanding Notes at a purchase price equal to 101% of the principal amount plus accrued interest
up to, but not including the date of purchase.



An “Offer to Purchase” must
be made by written offer, which will specify the purchase price. The offer must specify an expiration date (the “expiration
date”) not less than 30 days or more than 60 days after the date of the offer and a settlement date for the purchase
(the “purchase date”) not more than five Business Days after the expiration date. The offer must include information
required by the Securities Act, Exchange Act or any other applicable laws. The offer will also contain instructions and materials
necessary to enable holders to tender notes pursuant to the offer.



A Holder may tender all or any portion of
its Notes pursuant to an Offer to Purchase, subject to the requirement that any portion of a Note tendered must be in a denomination
of U.S.$200,000 or an integral multiple of U.S.$1,000 principal amount in excess thereof. Holders are entitled to withdraw Notes
tendered up to the close of business on the expiration date. On the purchase date the purchase price will become due and payable
on each note accepted for purchase pursuant to the Offer to Purchase, and interest on notes purchased will cease to accrue on and
after the purchase date.



The Company will comply with Rule 14e-1
under the Exchange Act (to the extent applicable and not in conflict with applicable Brazilian regulations) and all other applicable
laws in making any Offer to Purchase, and the above procedures will be deemed modified as necessary to permit such compliance.



The Guarantors will
obtain all necessary consents and approvals from the Central Bank of Brazil that may be required at the time for the remittance
of funds outside of Brazil prior to making any Offer to Purchase.



ARTICLE 5

Consolidation,
Merger, Conveyance, Transfer or Lease



Section 5.01. Limitation on Consolidation,
Merger or Transfer of Assets. Neither the Company nor any Guarantor shall consolidate with or merge with or into, or sell,
convey, transfer or dispose of, or lease all or substantially all its assets as an entirety or substantially as an entirety, in
one transaction or a series of related transactions, to, any Person, unless:



35






(i)          the
resulting, surviving or transferee Person (if not the Company or such Guarantor) shall be a Person organized and existing under
the laws of the Cayman Islands, Brazil, or the United States of America, any State thereof or the District of Columbia, or any
other country (or political subdivision thereof) that is a member country of the European Union or of the Organisation for Economic
Co-operation and Development on the date of this Indenture, and such Person expressly assumes, by an indenture supplemental to
this Indenture, executed and delivered to the Trustee, all the obligations of the Company or such Guarantor under this Indenture
and the Notes and the Note Guaranty;



(ii)         the
resulting, surviving or transferee person (if not the Company or such Guarantor), if not organized and existing under the laws
of a jurisdiction other than the Cayman Islands or Brazil, undertakes, in such supplemental indenture, (i) to pay such Additional
Amounts in respect of principal (and premium, if any) and interest as may be necessary in order that every net payment made in
respect of the Notes and the Note Guaranty after deduction or withholding for or on account of any present or future tax, penalty,
fine, duty, assessment or other governmental charge imposed by such other country or any political subdivision or taxing authority
thereof or therein shall not be less than the amount of principal (and premium, if any) and interest then due and payable on the
Notes and the Note Guaranty subject to the same exceptions set forth under Sections 4.06(a)(i) through Section 4.06(a)(viii) and
(ii) that the provisions set forth in Section 3.01(c) shall apply to such person, but in both cases, replacing existing references
in such Section to Cayman Islands or Brazil or to the Taxing Jurisdiction with references to the jurisdiction of organization of
the resulting, surviving or transferee Person as the case may be;



(iii)        immediately
prior to such transaction and immediately after giving effect to such transaction, no Default or Event of Default shall have occurred
and be continuing; and



(iv)        the
Company or such Guarantor shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating
that such consolidation, merger or transfer and such supplemental indenture, if any, comply with this Indenture.



Notwithstanding anything to the contrary
contained in the foregoing, any of the Guarantors may consolidate with or merge with the Company or any Subsidiary that becomes
a Guarantor concurrently with the relevant transaction.



The Trustee shall be entitled to rely exclusively
on and shall accept such Officers’ Certificate and Opinion of Counsel as sufficient evidence of the satisfaction of the conditions
precedent set forth in this Section 5.01, in which event it shall be conclusive and binding on the Holders.



36






Section 5.02. Successor Substituted.
Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all
of the properties and assets of the Company or any Guarantor in accordance with Section 5.01 in which the Company or such Guarantor
is not the continuing obligor or Guarantor, as the case may be, under this Indenture, the surviving or transferor Person shall
succeed to, and be substituted for, and may exercise every right and power of, the Company or such Guarantor, as the case may be,
under this Indenture with the same effect as if such successor had been named as the Company or Guarantor therein. When a successor
assumes all the obligations of its predecessor under this Indenture, the Notes and the Note Guaranty, the predecessor shall be
released from those obligations; provided that in the case of a transfer by lease, the predecessor shall not be released
from the payment of principal and interest on the Notes.



ARTICLE 6

Events
of Default and Remedies



Section 6.01. Events of Default.
The term “Event of Default” means, when used herein, any one of the following events (whatever the reason for
such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to, or as
a result of any failure to obtain, any authorization, order, rule, regulation, judgment or decree of any governmental or administrative
body or court):



(a)          The
Company defaults in any payment of interest (including any Additional Amounts or any Additional Interest) on any Note when the
same becomes due and payable, and such Default continues for a period of 30 days;



(b)          The
Company defaults in the payment of principal amounts (including any Additional Amounts) of any Note when the same becomes due and
payable upon acceleration or redemption or otherwise;



(c)          The
Company or any Guarantor fails to comply with any of its covenants or agreements in the Notes or this Indenture (other than those
referred to in clauses (a) and (b) of this Section 6.01), and such failure continues for 60 days after the notice specified below;



(d)          The
Company, any Guarantor or any Significant Subsidiary defaults under any mortgage, indenture or instrument under which there may
be issued or by which there may be secured or evidenced any Debt for money borrowed by the Company, any such Guarantor or any
such Significant Subsidiary (or the payment of which is guaranteed by the Company, such Guarantor or any such Significant Subsidiary)
whether such Debt or guarantee now exists, or is created after the date of this Indenture, which default (i) is caused by failure
to pay principal of or premium, if any, or interest on such Debt after giving effect to any grace period provided in such Debt
on the date of such default (“Payment Default”) or (ii) results in the acceleration of such Debt prior to its
express maturity and, in each case, the principal amount of any such Debt, together with the principal amount of any other such
Debt under which there has been a Payment Default or the maturity of which has been so accelerated, totals U.S.$50,000,000 (or
the equivalent thereof at the time of determination) or more in the aggregate;



37






(e)          One
or more final judgments or decrees for the payment of money in excess of U.S.$50,000,000 (or the equivalent thereof at the time
of determination) in the aggregate are rendered against the Company, any Guarantor or any Significant Subsidiary and are not paid
(whether in full or in installments in accordance with the terms of the judgment) or otherwise discharged and, in the case of each
such judgment or decree, either (i) an enforcement proceeding has been commenced by any creditor upon such judgment or decree and
is not dismissed within 30 days following commencement of such enforcement proceedings or (ii) there is a period of 60 days following
such judgment during which such judgment or decree is not discharged, waived or the execution thereof stayed;



(f)          an
involuntary case or other proceeding is commenced against the Company, any Guarantor or any Significant Subsidiary with
respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect seeking the
appointment of a trustee, receiver, síndico, liquidator, custodian or other similar official of it or any
substantial part of its property, and such involuntary case or other proceeding remains undismissed and unstayed for a period
of 60 days; or an order for relief is entered against the Company, any Guarantor or any Significant Subsidiary under the
bankruptcy laws now or hereafter in effect, and such order is not being contested by the Company, any Guarantor or any
Significant Subsidiary, as the case may be, in good faith, or has not been dismissed, discharged or otherwise stayed, in each
case within 60 days of being made;



(g)          the Company, any Guarantor or any Significant
Subsidiary (i) commences a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect
to itself or its Debts under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consents
to the entry of an order for relief in an involuntary case under any such law, (ii) consents to the appointment of or taking possession
by a receiver, síndico, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Company,
any Guarantor or any Significant Subsidiary or for all or substantially all of the Property of the Company, any Guarantor or any
Significant Subsidiary or (iii) effects any general assignment for the benefit of creditors (an event of default specified in clause
(f) or this clause (g) a “bankruptcy default”);



(h)          any
event occurs that under the laws of the Cayman Islands, Brazil or any political subdivision thereof or any other country has substantially
the same effect as any of the events referred to in any of clause (f) or (g);



(i)           any
Note Guaranty ceases to be in full force and effect, other than in accordance the terms of this Indenture, or a Guarantor denies
or disaffirms its obligations under its Note Guaranty; or



(j)           TAM
S.A. ceases to own, directly or indirectly, 100% of the outstanding share capital of the Company.



A Default under clause (c) of this Section
6.01 shall not constitute an Event of Default until the Trustee or the Holders of at least 25% in principal amount of the Outstanding
Notes notify the Company and the Guarantors of the Default and the Company does not cure such Default within the time specified
after receipt of such notice.



38






Section 6.02. Acceleration of Maturity,
Rescission and Amendment. If an Event of Default (other than an Event of Default specified in Section 6.01(f), Section 6.01(g)
or Section 6.01(h)) occurs and is continuing, the Trustee or the Holders of not less than 25% in principal amount of the Outstanding
Notes may declare all unpaid principal of and accrued and unpaid interest on all Notes to be due and payable immediately, by a
notice in writing to the Company (and to the Trustee, if the notice is given by the Holders), stating that such notice is an “acceleration
notice,” and upon any such declaration such amounts shall become due and payable immediately. If an Event of Default specified
in Section 6.01(f), Section 6.01(g) or Section 6.01(h) occurs and is continuing, then the principal of and accrued and unpaid interest
on all Notes shall become and be immediately due and payable without any declaration or other act on the part of the Trustee or
any Holder.



At any time after a declaration of acceleration
has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided
in this Article, the Holders of a majority in principal amount of the Notes by written notice to the Company and the Trustee may
rescind or annul such declaration if:



(i)          the
Company has paid or deposited with the Trustee a sum sufficient to pay (A) all overdue interest on Outstanding Notes, (B) all unpaid
principal of the Notes that has become due otherwise than by such declaration of acceleration, (C) to the extent that payment of
such interest on the Notes is lawful, interest on such overdue interest (including any Additional Amounts) as provided herein and
(D) all sums paid or advanced by the Trustee and Agents hereunder and the reasonable compensation, expenses, disbursements and
advances of the Trustee and Agents and their agents and counsel; and



(ii)         all
Events of Default have been cured or waived as provided in Section 6.13 other than the nonpayment of principal that has become
due solely because of acceleration.



No such rescission shall affect any subsequent
Default or Event of Default or impair any right consequent thereto.



Section 6.03. Collection Suit by Trustee.
If an Event of Default specified in Section 6.01(a) or 6.01(b) occurs, the Trustee, in its own name as trustee of an express trust,
(i) may institute a judicial proceeding for the collection of the whole amount then due and payable on such Notes for principal
and interest (including Additional Amounts), and interest on any overdue principal and, to the extent that payment of such interest
(including Additional Amounts) shall be legally enforceable, upon any overdue installment of interest (including Additional Amounts),
at the rate borne by the Notes, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses
of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel,
(ii) may prosecute such proceeding to judgment or final decree and (iii) may enforce the same against the Company or any other
obligor upon the Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property
of the Company or any other obligor upon the Notes, wherever situated.



39






If an Event of Default
occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders
by any available proceeding at law or in equity, whether for the specific enforcement of any covenant or agreement in this Indenture
or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.



Section 6.04. Other Remedies. If
an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of
or interest (including Additional Amounts) on the Notes or to enforce the performance of any provision of the Notes or this Indenture.



Section 6.05. Trustee May Enforce Claims
Without Possession of Notes. All rights of action and claims under this Indenture or the Notes may be prosecuted and enforced
by the Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name and as trustee of an express trust, and any recovery
of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Notes in respect of which such judgment has been
recovered.



Section 6.06. Application of Money Collected.
Any money collected by the Trustee pursuant to this Article 6 shall be applied in the following order:



FIRST: to the Trustee for amounts
due to it hereunder (including, without limitation, under Section 7.06);



SECOND: to Holders for amounts
due and unpaid on the Notes for principal and interest (including Additional Amounts), ratably, without preference or priority
of any kind, according to the amounts due and payable on the Notes for principal and interest (including Additional Amounts), respectively;
and



THIRD: to the Company or, to the
extent the Trustee collects any amounts from any Guarantor, to such Guarantor or as a court of competent jurisdiction may direct.



The Trustee may fix a record date and payment
date for any payment to Holders pursuant to this Section 6.06. At least 15 days before such record date, the Company shall mail
to each Holder and the Trustee a notice that states the record date, the payment date and amount to be paid.



Section 6.07. Limitation on Suits.
A Holder may not pursue any remedy with respect to this Indenture or the Notes unless:



(i)          the
Holder has previously given to the Trustee written notice stating that an Event of Default has occurred and is continuing;



40






(ii)         the
Holders of at least 25% in principal amount of the Notes have made a written request to the Trustee to pursue the remedy in respect
of such Event of Default;



(iii)        such
Holder or Holders has offered and provided to the Trustee security or indemnity reasonably satisfactory to the Trustee against
any cost, loss, liability or expense to be incurred in compliance with such request;



(iv)        the
Trustee does not comply with the request within 60 days after receipt of the request and the offer and provision of security or
indemnity; and



(v)         no
direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority
in principal amount of the Notes outstanding.



A Holder may not use
this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder.



Section 6.08. Rights
of Holders to Receive Principal and Interest. Notwithstanding any other provision of this Indenture, the right of any Holder
to receive payment of principal of and interest on the Notes held by such Holder, on or after the respective Payment Dates expressed
in the Notes, or to institute suit for the enforcement of any such payment on or after such respective dates, shall not be impaired
of affected without the consent of such Holder.



Section 6.09. Restoration of Rights and
Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and
such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder,
then and in every such case, subject to any determination in such proceeding, the Company, the Guarantors, the Trustee and the
Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies
of the Trustee and the Holders shall continue as though no such proceeding had been instituted.



Section 6.10. Trustee May File Proofs
of Claim. The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order
to have the claims of the Trustee (including any claim for the compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due to the trustee hereunder) and the Holders allowed in any judicial proceedings
relative to the Company or any Guarantor, their respective creditors or their respective properties and, unless prohibited by law
or applicable regulations, may vote on behalf of the Holders in any election of a trustee in bankruptcy or other Person performing
similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Holder to make payments to the
Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
its counsel, and any other amounts due the Trustee under Section 7.06. Nothing herein shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder
in any such proceeding.



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Section 6.11. Delay or Omission Not Waiver.
No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right
and remedy given by this Article 6 or by law to the Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders, as the case may be.



Section 6.12. Control by Holders.
The Holders of a majority in principal amount of the Outstanding Notes may direct in writing the time, method and place of conducting
any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the
Trustee shall be under no obligation to exercise any of the rights or powers under this Indenture at the request or direction of
the Holders if such request or direction conflicts with any law or with this Indenture or, subject to Section 7.01, if the Trustee
determines it is unduly prejudicial to the rights of other Holders (it being understood that, subject to Sections 7.01 and 7.02,
the Trustee shall have no duty to ascertain whether or not such actions or forbearance are unduly prejudicial to such Holders)
or would involve the Trustee in personal liability or expense; provided, however, that the Trustee may take any other
action deemed proper by the Trustee that is not inconsistent with such request or direction. Prior to taking any action hereunder,
the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against all costs, losses, liabilities
and expenses caused by taking or not taking such action.



Section 6.13. Waiver of Past Defaults
and Events of Default. Subject to Section 6.02, the Holders of a majority in principal amount of the Outstanding Notes by written
notice to the Trustee may waive an existing Default or Event of Default and its consequences except (i) a Default or Event of Default
in the payment of the principal of or interest on a Note or (ii) a Default or Event of Default in respect of a provision that under
Section 9.02 cannot be amended without the consent of each Holder affected. When a Default or Event of Default is waived, it is
deemed cured, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any consequent right.



Section 6.14. Rights and Remedies Cumulative.
Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section
2.08, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every
other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment
of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate
right or remedy.



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Section 6.15. Waiver
of Stay or Extension Laws. The Company and each Guarantor covenant (to the extent that it may lawfully do so) that it shall
not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension
law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture
or the Notes; and the Company and each Guarantor (to the extent that it may lawfully do so) hereby expressly waive all benefit
or advantage of any such law, and shall not hinder, delay or impede the execution of any power herein granted to the Trustee, but
shall suffer and permit the execution of every such power as though no such law had been enacted.



ARTICLE 7

Trustee
and Agents



Section 7.01. Duties
of Trustee and Agents. (a) If an Event of Default has occurred and is continuing and a Responsible Officer has actual knowledge
thereof, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill
in its exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.



(b)          Except
during the continuance of an Event of Default in the case of the Trustee only, (i) the Trustee and each Agent undertake to perform
such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall
be read into this Indenture against the Trustee or any Agent; and (ii) in the absence of bad faith on the part of the Trustee or
any Agent, the Trustee or such Agent, as the case may be, may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon certificates or opinions furnished to the Trustee or such Agent, as the case may be, and
conforming to the requirements of this Indenture. However, in the case of any certificates or opinions which by any provision hereof
are specifically required to be furnished to the Trustee or any Agent, the Trustee or such Agent, as the case may be, shall examine
the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm
or investigate the accuracy of the mathematical calculations or other facts stated therein).



(c)          The
Trustee may not be relieved from liability for its own gross negligence, bad faith or willful misconduct, except that:



(i)          this
Section 7.01(c) does not limit the effect of Section 7.01(b);



(ii)         neither
the Trustee nor any Agent shall be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved
that the Trustee or such Agent, as the case may be, was grossly negligent in ascertaining the pertinent facts; and



(iii)        the
Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a
direction received by it pursuant to Section 6.7 or
exercising any trust or power conferred upon it under this Indenture.



(d)          Neither
the Trustee nor any Agent shall be liable for interest on any money received by it except as each may agree in writing with the
Company.



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(e)          Money
held in trust by the Trustee or any Agent need not be segregated from other funds except to the extent required by law.



(f)          No
provision of this Indenture shall require the Trustee or any Agent to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it
shall have reasonable grounds to believe that repayment of such funds and/or adequate indemnity against such risk or liability
is not satisfactorily assured to it.



(g)          Every
provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee and any
Agent shall be subject to the provisions of this Section 7.01.



Section 7.02. Rights of Trustee.
(a) The Trustee and each Agent may rely upon, and shall be protected in acting or refraining from acting based upon, any document
believed by it to be genuine and to have been signed or presented by the proper Person. Neither the Trustee nor any Agent need
investigate any fact or matter stated in any such document.



(b)          Before
the Trustee or any Agent acts or refrains from acting, it may require an Officers’ Certificate, the written advice of a qualified
tax expert or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in
reliance on the Officers’ Certificate, the qualified tax expert’s written advice or Opinion of Counsel.



(c)          The
Trustee or any Agent may act through agents and shall not be responsible for the willful misconduct or gross negligence of any
agent appointed with due care.



(d)          Any
request, direction, order or demand of the Company mentioned herein shall be sufficiently evidenced by an Officers’ Certificate
of the Company (unless other evidence in respect thereof be herein specifically prescribed); and any resolution of the Board of
Directors of the Company may be evidenced to the Trustee or any Agent by copies thereof certified by the Secretary or an Assistant
Secretary (or equivalent officer) of the Company.



(e)          Neither
the Trustee nor any Agent shall be under an obligation to exercise any of the trusts or powers vested in it by this Indenture at
the request, order or direction of any of the Holders pursuant to the provisions of this Indenture, unless such Holders shall have
offered to the Trustee or such Agent security or indemnity reasonably satisfactory to the Trustee against the costs, expenses and
liabilities that might be incurred thereby.



(f)          Neither
the Trustee nor any Agent shall be liable for any action taken or omitted by it in good faith and believed by it to be authorized
or within the discretion, rights or powers conferred upon it by this Indenture.



(g)          Neither
the Trustee nor any Agent shall be liable for any action it takes or omits to take in good faith which it believes to be authorized
or within its rights or powers; provided that the conduct of the Trustee or any such Agent does not constitute willful misconduct,
gross negligence or bad faith.



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(h)          Each
of the Trustee and any Agent may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating
to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action
taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.



(i)           Neither
the Trustee nor any Agent shall be bound to make any investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness
or other paper or document unless, in the case of the Trustee, requested in writing by the Holders of not less than a majority
in aggregate principal amount of the Notes Outstanding; provided that if the payment within a reasonable time to the Trustee
of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the
Trustee, not satisfactorily assured to the Trustee by the security afforded to it by the terms of this Indenture, the Trustee may
require from the Holders indemnity satisfactory to the Trustee against such expenses or liabilities as a condition to proceeding;
the reasonable expenses of every such investigation shall be paid by the Company or, if paid by the Trustee, shall be reimbursed
by the Company upon demand.



(j)           Neither
the Trustee nor any Paying Agent shall be required to invest, or shall be under any liability for interest, on any moneys at any
time received by it pursuant to any of the provisions of this Indenture or the Notes except as the Trustee or any Paying Agent
may otherwise agree with the Company. Such moneys need not be segregated from other funds except to the extent required by mandatory
provisions of law.



(k)          In
no event shall the Trustee or any Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever
(including, but not limited to, lost profits), even if the Trustee has been advised of the likelihood of such loss or damage and
regardless of the form of action.



(l)          The
permissive rights of the Trustee enumerated herein shall not be construed as duties of the Trustee.



(m)        The
Trustee and each Agent shall accept and act upon Written Directions when given to the Trustee or such Agent, as the case may be,
in the form of Facsimile Instructions. Subsequent to the transmission of a Written Direction in the form of a Facsimile Instruction,
the Company agrees to transmit to the Trustee or such Agent, in a timely manner, the originally executed Written Direction if required
pursuant to the Governing Documents or at the request of the Trustee or such Agent. Additionally, the Trustee and each Agent shall
accept a Facsimile Signature as if each such Facsimile Signature were an original signature, if the Trustee or such Agent believes
in good faith that such signature is that of the individual whose signature it purports to be.



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(n)          The
Trustee may rely upon and comply with instructions or directions sent via unsecured facsimile or email transmission and the Trustee
shall not be liable for any loss, liability or expense of any kind incurred by the Company or the Holders due to the Trustee’s
reliance upon and compliance with instructions or directions given by unsecured facsimile or email transmission, provided, however,
that such losses have not arisen from the negligence or willful misconduct of the Trustee, it being understood that the failure
of the Trustee to verify or confirm that the person providing the instructions or directions, is, in fact, an authorized person
does not constitute negligence or willful misconduct.



(o)          The
Trustee may request that the Company and, if applicable, the Guarantors deliver an Officer’s Certificate setting forth the
names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which
Officer’s Certificate may be signed by any person authorized to sign an Officer’s Certificate, including any person
specified as so authorized in any such certificate previously delivered and not superseded.



(p)          The
rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified,
are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and
other Person employed to act hereunder.



Section 7.03. Individual
Rights of Trustee. The Trustee and any Paying Agent, Registrar or co-registrar or any other agent of the Company or of the
Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Company
or its Affiliates with the same rights it would have if it were not Trustee, Paying Agent, Registrar or such other agent.



Section 7.04. Trustee’s Disclaimer.
Neither the Trustee nor any Agent shall be responsible for and makes no representation as to the validity or adequacy of this Indenture
or the Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes, and it shall not be responsible
for any statement of the Company in this Indenture or in any document issued in connection with the sale of the Notes or in the
Notes other than the Trustee’s certificate of authentication.



Section 7.05. Notice of Defaults and
Events of Default. If a Default or Event of Default occurs and is continuing, and if it is known to the Responsible Officer,
the Trustee shall mail to each Holder notice of the Default or Event of Default within 90 days after a Responsible Officer acquires
actual knowledge of such Default or Event of Default. Except in the case of a Default or Event of Default in payment of principal
of or interest on any Note, the Trustee may withhold the notice and shall be protected from withholding the notice if and so long
as a committee of its Responsible Officers of the Trustee in good faith determines that withholding the notice is in the interests
of Holders. For all purposes of this Indenture and the Notes, the Trustee shall not be deemed to have knowledge of a Default or
Event of Default unless either (i) an attorney, authorized officer or agent of the Trustee with direct responsibility for the Indenture
has actual knowledge of such Default or Event of Default or (ii) written notice of such Default or Event of Default has been given
to the Trustee by the Company or any Holder.



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Section 7.06. Compensation and Indemnity.
The Company agrees to pay to the Trustee and each Agent from time to time such compensation as shall be agreed upon in writing
for its services. The Trustee’s compensation shall not be limited by any law regarding compensation of a trustee of an express
trust. The Company agrees to reimburse promptly the Trustee and each Agent upon request for all reasonable out-of-pocket expenses
incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include
the reasonable compensation and expenses, disbursements and advances of the Trustee’s and each Agent’s agents, counsel,
accountants and experts. Payments of any such expenses by the Company to the Trustee or any Agent, as the case may be, shall be
made free and clear of and without withholding or deduction for or on account of any present or future taxes, duties, assessments,
fees or other governmental charges of whatever nature (and any fines, penalties or interest related thereto) imposed or levied
by or on behalf of the Cayman Islands, Brazil or any political subdivision or authority thereof or therein having power to tax,
unless such withholding or deduction is required by law. In that event, the Company shall pay to the Trustee or Agent, as the case
may be, such Additional Amounts as may be necessary in order that every net payment made by the Company to the Trustee and such
Agent, as the case may be, after deducting or withholding for or on account of any present or future tax, penalty, fine, duty,
assessment or other governmental charge imposed upon or as a result of such payment by the Cayman Islands, Brazil or any political
subdivision or taxing authority thereof or therein shall not be less than the amount then due and payable to the Trustee or the
Principal Paying Agent, as the case may be. The Company shall indemnify each of the Trustee and each Agent against any and all
loss, liability or expense (including reasonable attorneys’ fees and expenses) incurred by it without gross negligence or
bad faith on its part arising out of and in connection with the administration of this Indenture, the performance of its respective
duties hereunder, and the exercise of its rights hereunder including, without limitation, the costs and expenses of defending itself
against any claim or liability and of complying with any process served upon it or any of its officers in connection with the exercise
or performance of any of its powers or duties under this Indenture. The Company undertakes to indemnify the Trustee and each of
the Agents and their affiliates against all losses, liabilities, including any and all tax liabilities, which, for the avoidance
of doubt, shall include both Brazilian and Cayman Islands taxes and associated penalties, costs, claims, actions, damages, expenses
or demands which any of them may incur or which may be made against any of them as a result of or in connection with the appointment
of or the exercise of the powers and duties or rights by the Trustee or any Agent or its affiliates under this Indenture except
as may result from its own default, gross negligence or bad faith or that of its directors, officers or employees or any of them,
or breach by it of the terms of this Indenture. The Trustee and each Agent shall notify the Company promptly of any claim for which
it may seek indemnity. Failure by the Trustee or such Agent to so notify the Company shall not relieve the Company of its obligations
hereunder. If the Trustee or Agent, as the case may be, determines in its reasonable discretion that no conflict of interest (or
potential conflict of interest) exists, the Company will be entitled to participate in the Trustee’s defense of the claim
or Agent’s defense of the claim, as the case may be, and the Trustee or such Agent may have separate counsel and the Company
shall pay the fees and expenses of such counsel.



To secure the payment obligations of the
Company in this Section 7.06, the Trustee shall have a lien prior to the Notes on all money or property held or collected by the
Trustee or the Principal Paying Agent, except that held in trust to pay principal of and interest on particular Notes.



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The obligations of the Company pursuant
to this Section 7.06 shall survive the payment of the Notes, resignation or removal of the Trustee or any Agent and the satisfaction
and discharge of this Indenture. When the Trustee incurs expenses after the occurrence of a Default or Event of Default specified
in Section 6.01(h), the expenses are intended to constitute expenses of administration under any bankruptcy law.



The Company acknowledges that none of the
Trustee, the Principal Paying Agent or any other Agent makes any representations as to the interpretation or characterization of
the transactions herein undertaken for tax or any other purpose, in any jurisdiction. The Company represents that it has fully
satisfied itself as to any tax impact of this Indenture before agreeing to the terms herein, and is responsible for any and all
federal, state, local, income, franchise, withholding, value added, sales, use, transfer, stamp or other taxes imposed by any jurisdiction
in respect of this Indenture.



The Company agrees to pay any and all stamp
and other documentary taxes or duties which may be payable in connection with the execution, delivery, performance and enforcement
of this Indenture by the Trustee or any Agent.



Section 7.07. Replacement of Trustee.
The Trustee may resign at any time by so notifying the Company in writing. The Holders of a majority in principal amount of the
Notes may remove the Trustee by so notifying the Trustee in writing and may appoint a successor Trustee. The Company shall remove
the Trustee if:



(i)          the
Trustee fails to comply with Section 7.09;



(ii)         the
Trustee is adjudged a bankrupt or insolvent;



(iii)        a
receiver or other public officer takes charge of the Trustee or its property;

or



(iv)        the
Trustee otherwise becomes incapable of acting.



If the Trustee resigns or is removed or
if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring
Trustee) the Company shall promptly appoint a successor Trustee.



A successor Trustee shall deliver a written
acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring
Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall mail a notice of its succession to Holders. The retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.06.



If a successor Trustee does not take office
within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority
in principal amount of the Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.



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If the Trustee fails to comply with Section
7.09, any Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.



Notwithstanding the replacement of the Trustee
pursuant to this Section 7.07, the Company’s obligation under Section 7.06 shall continue for the benefit of the retiring
Trustee.



Section 7.08. Successor Trustee by Merger.
If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its corporate trust business (including
this transaction) or assets to, another corporation or banking association, the resulting, surviving or transferee corporation
without any further act shall be the successor Trustee.



In case at the time such successor or successors
by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Notes shall
have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any
predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated,
any successor to the Trustee may authenticate such Notes in the name of the successor to the Trustee; and in all such cases such
adopted certificates shall have the full force of all provisions within the Notes or in this Indenture relating to the certificate
of the Trustee.



Section 7.09. Eligibility; Disqualification.
The Trustee hereunder shall at all times be a corporation, bank or trust company organized and doing business under the laws of
the United States or any state thereof (i) which is authorized under such laws to exercise corporate trust power, (ii) is subject
to supervision or examination by governmental authorities, (iii) shall have at all times a combined capital and surplus of at least
U.S.$50,000,000 as set forth in its most recent published annual report of condition and (iv) shall have its Corporate Trust Office
in The City of New York. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section
7.09, it shall resign immediately in the manner and with the effect specified in Section 7.07.



ARTICLE 8

Discharge
of Indenture; Defeasance



Section 8.01. Discharge of Liability
on Notes. (a) When (i) the Company or any Guarantor delivers to the Trustee all Outstanding Notes (other than Notes replaced
pursuant to Section 2.08) for cancellation or (ii) all Outstanding Notes have become due and payable and the Company or any Guarantor
deposits in trust, for the benefit of the Holders, with the Trustee finally collected funds sufficient to pay at Maturity all Outstanding
Notes and interest thereon (other than Notes replaced pursuant to Section 2.08 and if in any such case the Company or any Guarantor
pays all other sums payable hereunder by the Company or such Guarantor, then this Indenture, and the obligations of the Company
and the Guarantors pursuant hereto, shall, subject to Sections 8.01(d) and 8.06, cease to be of further effect. The Trustee shall
acknowledge satisfaction and discharge of this Indenture on demand of the Company or any Guarantor accompanied by an Officers’
Certificate and an Opinion of Counsel (each stating that all conditions precedent herein provided relating to the satisfaction
and discharge of this Indenture have been complied with) and at the cost and expense of the Company or any Guarantor.



49






(b)          Subject
to Sections 8.01(c), 8.02 and 8.06, the Company or any Guarantor at any time may terminate (i) all its obligations under this
Indenture and the Notes (“legal defeasance option”) or (ii) its obligations under Sections 4.07, 4.08,
4.09, 5.01(iii) and5.02 andtheoperation of Sections 6.01(c), 6.01(d), 6.01(e) and 6.01(j) (“covenant
defeasance option”). The legal defeasance option may be exercised notwithstanding any prior exercise of the covenant
defeasance option. Upon exercise by the Company or any Guarantor of the legal defeasance option or the covenant defeasance option,
each Guarantor’s obligations under its Note Guaranty will terminate.



If the legal defeasance option is exercised,
payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If the covenant defeasance option
is exercised, payment of the Notes may not be accelerated because of an Event of Default specified in Sections 6.01(c), 6.01(d),
6.01(e) or 6.01(j).



Upon satisfaction of
the conditions set forth herein and upon request of the Company or any Guarantor, the Trustee shall acknowledge in writing the
discharge of the obligations of the Company or any Guarantor hereunder except those specified in Section 8.01(c).



(c)          Notwithstanding
Section 8.01(a) and Section 8.01(b), Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 4.06, 7.06, 7.07, 8.04, 8.05 and 8.06 shall survive
until the Notes have been paid in full. Thereafter, the obligations of the Company or the applicable Guarantor pursuant to Sections
7.06, 7.07, 8.04 and 8.05 shall survive. Furthermore, each Guarantor’s obligations to pay fully and punctually all amounts
payable by the Company or any Guarantor to the Trustee under this Indenture shall survive.



Section 8.02. Conditions to Defeasance.
The Company or any Guarantor may exercise the legal defeasance option or the covenant defeasance option only if:



(a)          the
Company or any Guarantor irrevocably deposits or causes to be deposited with the Trustee as trust funds in trust, specifically
pledged as security for, and dedicated solely to, the benefit of the Holders (the “defeasance trust”) pursuant
to an irrevocable trust and security agreement in form and substance satisfactory to the Trustee, money or U.S. Government Obligations,
or a combination thereof, sufficient for the payment of principal of and interest on all the Notes to Maturity or redemption;



(b)          the
Company or any Guarantor delivers to the Trustee a certificate from an internationally recognized firm of independent accountants
expressing their opinion that the payments of principal of and interest on the Notes when due and without reinvestment on the deposited
U.S. Government Obligations plus any deposited money without investment and after payment of all federal, state and local taxes
or other charges or assessments in respect thereof payable by the Trustee shall provide cash at such times and in such amounts
as shall be sufficient to pay principal of and interest on all the Notes when due at Maturity or on redemption, as the case may
be;



50






(c)          123
days pass after the deposit is made in accordance with the terms of Section 8.02(a) and during such 123-day period no Default or
Event of Default specified in Section 6.01(h) occurs which is continuing at the end of the period;



(d)          no
Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto;



(e)          the
deposit does not constitute a default or event of default under any other agreement binding on the Company or any Guarantor;



(f)          the
Company or any Guarantor delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit
does not constitute, or is not qualified as, a regulated investment company under the U.S. Investment Company Act of 1940, as amended;



(g)          the
Company or any Guarantor delivers to the Trustee an Opinion of Counsel of recognized standing with respect to Brazilian tax matters
stating that, under Brazilian law, Holders (other than Brazilian persons) (1) shall not recognize income gain or loss for Brazilian
tax purposes as a result of such deposit and defeasance and shall be subject to Brazilian tax on the same amounts, in the same
manner and at the same times as would have been the case if such deposit and defeasance had not occurred and (2) payments from
the defeasance trust to any such Holder shall not be subject to withholding or deduction for or on account of any taxes, duties,
assessments or other governmental charges under Brazilian law;



(h)          in
the case of the legal defeasance option, the Company or any Guarantor delivers to the Trustee an Opinion of Counsel of recognized
standing with respect to U.S. Federal income tax matters stating that (1) the Company or such Guarantor has received from, or there
has been published by, the U.S. Internal Revenue Service a ruling, or (2) since the date of this Indenture there has been a change
in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall
confirm that, the Holders shall not recognize income, gain or loss for U.S. federal income tax purposes as a result of such deposit
and defeasance and shall be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as
would have been the case if such deposit and defeasance had not occurred;



(i)           in
the case of the covenant defeasance option, the Company or any Guarantor delivers to the Trustee an Opinion of Counsel of recognized
standing with respect to U.S. federal income tax matters to the effect that the Holders shall not recognize income, gain or loss
for U.S. federal income tax purposes as a result of such deposit and defeasance and shall be subject to U.S. federal income tax
on the same amounts, in the same manner and at the same times as would have been the case if such deposit and defeasance had not
occurred;



(j)           the
Company or any Guarantor delivers to the Trustee an Opinion of Counsel of recognized standing with respect to Cayman Islands tax
matters and Opinions of Counsel of recognized standing with respect to tax matters of any other jurisdiction in which the Company
is conducting business in a manner which causes the Holders of the Notes to be liable for taxes on payments under the Notes for
which they would not have been so liable but for such conduct of business in such other jurisdiction, stating that the Holders
will not recognize income, gain or loss in the relevant jurisdiction as a result of such deposit and the defeasance and will be
subject to taxes in the relevant jurisdiction (including any withholding taxes) on the same amount and in the same manner and at
the same times as would otherwise have been the case if such deposit and defeasance had not occurred;



51






(k)          the
Company or any Guarantor delivers to the Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to Trustee,
to the effect that, after the passage of 123 days following the deposit, the trust funds shall not be subject to any applicable
bankruptcy, insolvency, reorganization or similar law affecting creditors’ rights generally; and



(l)          the
Company or any Guarantor delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all
conditions precedent to the defeasance and discharge of the Notes as contemplated by this Article 8 have been complied with.



Before or after a deposit, the Company or
any Guarantor may make arrangements satisfactory to the Trustee for the redemption of Notes at a future date in accordance with
Article 3.



Section 8.03. Application of Trust Money.
The Trustee shall hold in trust money or U.S. Government Obligations deposited with it pursuant to Section 8.02. It shall apply
the deposited money and the money from U.S. Government Obligations through the Principal Paying Agent or Paying Agents and in accordance
with this Indenture to the payment of principal of and interest on the Notes.



Section 8.04. Repayment to Company.
Upon termination of the trust established pursuant to Section 8.02, the Trustee and each Paying Agent shall promptly pay to the
Company upon request, any excess cash or U.S. Government Obligations held by them.



The Trustee and each Paying Agent shall
pay to the Company, upon request, any money held by them for the payment of principal of or interest on the Notes that remains
unclaimed for two years after the due date for such payment of principal or interest, and, thereafter, the Trustee and each Paying
Agent, as the case may be, shall not be liable for payment of such amounts hereunder and the Holders shall be entitled to such
recovery of such amounts only from the Company.



Section 8.05. Indemnity for U.S. Governmental
Obligations. The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed
against deposited U.S. Government Obligations or the principal and interest received on such U.S. Government Obligations.



Section 8.06. Reinstatement. If the
Trustee or any Paying Agent is unable to apply any money or U.S. Government Obligations in accordance with this Article 8 by reason
of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the obligations of the Company and the Guarantors under this Indenture, the Notes and the
Note Guarantees shall be revived and reinstated as though no deposit had occurred pursuant to this Article 8 until such time as
the Trustee or such Paying Agent is permitted to apply all such money or U.S. Government Obligations in accordance with this Article
8; provided, however, that, if the Company or any Guarantor has made any payment of principal of or interest on any
Notes because of the reinstatement of its obligations, the Company and the Guarantors shall be subrogated to the rights of the
Holders of such Notes to receive such payment from the money or U.S. Government Obligations held by the Trustee or such Paying
Agent.



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ARTICLE 9

Amendments



Section 9.01. Without Consent of Holders.
The Company and the Guarantors, when authorized by a Board Resolution, and the Trustee may amend or supplement this Indenture or
the Notes, without notice to or consent or vote of any Holder for the following purposes:



(i)          to
cure any ambiguity, omission, defect or inconsistency;



(ii)         to
add guarantees or collateral with respect to the Notes;



(iii)        to
comply with Section 5.01;



(iv)        to
provide for any guarantee of the Notes, to secure the Notes or to confirm and evidence the release, termination or discharge of
any guarantee of the Notes when such release, termination or discharge is permitted by this Indenture;



(v)         to
add to the covenants of the Company or the Guarantors for the benefit

of the Holders;



(vi)        to
surrender any right herein conferred upon the Company or the

Guarantors;



(vii)       to
evidence and provide for the acceptance of an appointment by a successor Trustee;



(viii)      to
provide for the issuance of Additional Notes;



(ix)         to
make any other change that does not materially and adversely affect the rights of any Holder or to conform this Indenture to the
section “Description of Notes” in the Offering Memorandum; or



(x)          to
comply with any applicable requirements of the SEC, including in connection with a required qualification of the Indenture under
the Trust Indenture Act



providedthat, in the case of clause (i) or(ii)
above,the Company has delivered to the Trustee anOpinion of Counsel and an Officers’ Certificate, each stating
that such amendment or supplement complies with the provisions of this Section 9.01.



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Upon the written request of the Company,
accompanied by a Board Resolution authorizing the execution of any supplemental indenture, and upon receipt by the Trustee of the
documents described in Section 9.05, the Trustee shall join with the Company and the Guarantors in the execution of any supplemental
indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations
which may be therein contained, but the Trustee shall not be obligated to enter into any such supplemental indenture which affects
its own rights, duties or immunities under this Indenture or otherwise.



Each Guarantor must consent to any amendment or supplement
hereunder.



Section 9.02. With Consent of Holders.
Except as specified in Section 9.01, the Company, when authorized by a Board Resolution, the Guarantors and the Trustee, together,
may amend or supplement this Indenture or the Notes with the written consent of the Holders of at least a majority in principal
amount of the Outstanding Notes for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or modifying in any manner the rights of the Holders under this Indenture, and the Holders of at least
a majority in principal amount of the Outstanding Notes may, except as set forth below, waive any past Default or compliance with
any provision of this Indenture; provided, however, that, without the consent of each Holder affected, an amendment
or waiver may not:



(i)          reduce
the principal amount of or change the Stated Maturity of any payment on any Note;



(ii)         reduce
the rate of any interest on any Note;



(iii)        reduce
the amount payable upon the redemption of any Note or change the time at which any Note may be redeemed;



(iv)        change
the currency for payment of principal of, or interest or any Additional Amounts on, any Note;



(v)         impair
the right to institute suit for the enforcement of any right to payment on or with respect to any Note;



(vi)        waive
a Default or Event of Default in payment of principal of and interest

on the Notes;



(vii)       reduce
the principal amount of Notes whose Holders must consent to any amendment, supplement or waiver;



(viii)      make
any change in this first paragraph of this Section 9.02;



(ix)         modify
or change any provision of the Indenture affecting the ranking of the Notes or any Note Guaranty in a manner adverse to the Holders
of the Notes; or



(x)          make
any change in any Note Guaranty that would adversely affect the Holders of the Notes.



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providedthat the provisions of the covenants described
in Section 4.09 may, except as providedabove, be amended or waived with the consent of Holders holding not less than 66
2/3% in aggregate principal amount of the Notes.



Upon the written request of the Company,
accompanied by a Board Resolution authorizing the execution of any such supplemental indenture, and upon the filing with the Trustee
of evidence of the consent of the Holders as aforesaid, and upon receipt by the Trustee of the documents described in Section 9.05
hereof, the Trustee shall join with the Company and the Guarantors in the execution of such supplemental indenture but the Trustee
shall not be obligated to enter into any such supplemental indenture which affects its own rights, duties or immunities under this
Indenture or otherwise.



The Company shall mail to Holders prior
written notice of any amendment or waiver proposed to be adopted under this Section 9.02.



It shall not be necessary for the consent
of the Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient
if such consent approves the substance thereof.



After an amendment or waiver under this
Section 9.02 becomes effective, the Company shall mail to Holders a notice briefly describing such amendment or waiver. The failure
to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment or waiver under
this Section 9.02.



Each Guarantor must consent to the amendment, supplement
or waiver under this Section 9.02.



Section 9.03. Revocation and Effect of
Consents and Waivers. (a) A consent to an amendment or a waiver by a Holder of Notes shall bind the Holder and every subsequent
Holder of that Note or portion of the Note that evidences the same debt as the consenting Holder’s Note, even if notation
of the consent or waiver is not made on the Note. However, any such Holder or subsequent Holder may revoke the consent or waiver
as to such Holder’s Note or portion of the Note if the Trustee receives the written notice of revocation at least one Business
Day prior to the date the amendment or waiver becomes effective. After it becomes effective, an amendment or waiver shall bind
every Holder.



(b)          The
Company may, but shall not be obligated to, fix a record date for the purpose of determining the Holders entitled to give their
consent or take any other action described above. If a record date is fixed, then notwithstanding Section 9.03(a) those Persons
who were Holders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to give such
consent or to revoke any consent previously given or to take any such action, whether or not such Persons continue to be Holders
after such record date. No such consent shall be valid or effective for more than 120 days after such record date.



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Section 9.04. Notation
on or Exchange of Notes. If an amendment changes the terms of a Note, the Company may require the Holder to deliver the Note
to the Trustee. If so instructed by the Company, the Trustee may place an appropriate notation on the Note regarding the changed
terms and return it to the Holder. Alternatively, if the Company so determines, the Company in exchange for the Note shall issue
and the Trustee shall authenticate a new Note that reflects the changed terms. Failure to make the appropriate notation or to issue
a new Note shall not affect the validity of such amendment.



Section 9.05. Trustee to Sign Amendments.
The Trustee shall sign any amendment authorized pursuant to this Article 9 if the amendment, waiver or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. In signing such amendment, waiver or supplement, in addition
to the documents required by Section 11.03, the Trustee shall be entitled to receive indemnity satisfactory to the Trustee and
to receive, and, subject to Section 7.01, shall be fully protected in relying upon, an Officers’ Certificate and an Opinion
of Counsel each stating and as conclusive evidence that such amendment, waiver or supplemental indenture is authorized or permitted
by this Indenture, that it is not inconsistent herewith, and that it shall be valid and binding upon the Company in accordance
with its terms.



Section 9.06. Payment for Consent.
Neither the Company nor any of its Affiliates shall, directly or indirectly, pay or cause to be paid any consideration, whether
by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms
or provisions of this Indenture or the Notes unless such consideration is offered to be paid or agreed to be paid to all Holders
which so consent, waive or agree to amend in the time frame set forth in solicitation documents relating to such consent, waiver
or agreement.



ARTICLE 10

Guarantee



Section 10.01. The Note Guaranty.
Subject to the provisions of this Article, each Guarantor hereby irrevocably and unconditionally guarantees, jointly and severally,
on an unsecured basis, the full and punctual payment (whether at Stated Maturity, upon redemption, acceleration, or otherwise)
of the principal of, premium, if any, and interest on, and all other amounts payable under, each Note, and the full and punctual
payment of all other amounts payable by the Company under the Indenture. Upon failure by the Company to pay punctually any such
amount, each Guarantor shall forthwith on demand pay the amount not so paid at the place and in the manner specified in this Indenture.
Each of the Guarantors hereby waives any rights to which it might otherwise have a claim pursuant to Articles 827 et seq. of the
Brazilian Civil Code.



Section 10.02. Guaranty
Unconditional. The obligations of each Guarantor hereunder are unconditional and absolute and, without limiting the generality
of the foregoing, will not be released, discharged or otherwise affected by:



(i)          any
extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Company under this Indenture
or any Note, by operation of law or otherwise;



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(ii)         any
modification or amendment of or supplement to this Indenture or any Note;



(iii)        any
change in the corporate existence, structure or ownership of the Company, or any insolvency, bankruptcy, reorganization or other
similar proceeding affecting the Company or its assets or any resulting release or discharge of any obligation of the Company contained
in this Indenture or any Note;



(iv)        the
existence of any claim, set-off or other rights which the Guarantor may have at any time against the Company, the Trustee or any
other Person, whether in connection with the Indenture or any unrelated transactions; provided that nothing herein prevents
the assertion of any such claim by separate suit or compulsory counterclaim;



(v)         any
invalidity or unenforceability relating to or against the Company for any reason of this Indenture or any Note, or any provision
of applicable law or regulation purporting to prohibit the payment by the Company of the principal of or interest on any Note or
any other amount payable by the Company under the Indenture; or



(vi)        any
other act or omission to act or delay of any kind by the Company, the Trustee or any other Person or any other circumstance whatsoever
which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to such Guarantor’s
obligations hereunder.



Section 10.03. Discharge; Reinstatement.
Each Guarantor’s obligations hereunder will remain in full force and effect until the principal of, premium, if any, and
interest on the Notes and all other amounts payable by the Company under the Indenture have been paid in full. If at any time any
payment of the principal of, premium, if any, or interest on any Note or any other amount payable by the Company under this Indenture
is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Company or otherwise,
each Guarantor’s obligations hereunder with respect to such payment will be reinstated as though such payment had been due
but not made at such time.



Section 10.04. Waiver by the Guarantors.
Each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well
as any requirement that at any time any action be taken by any Person against the Company or any other Person.



Section 10.05. Subrogation and Contribution.
Upon making any payment with respect to any obligation of the Company under this Article, the Guarantor making such payment will
be subrogated to the rights of the payee against the Company with respect to such obligation; providedthat the Guarantor
may not enforce either any right of subrogation, or any right toreceive payment in the nature of contribution, or otherwise,
from any other Guarantor, with respect to such payment so long as any amount payable by the Company hereunder or under the Notes
remains unpaid.



Section 10.06. Stay of Acceleration.
If acceleration of the time for payment of any amount payable by the Company under this Indenture or the Notes is stayed upon the
insolvency, bankruptcy or reorganization of the Company, all such amounts otherwise subject to acceleration under the terms of
this Indenture are nonetheless payable by the Guarantors hereunder forthwith on demand by the Trustee or the Holders.



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Section 10.07. Limitation on Amount of
Guaranty. Notwithstanding anything to the contrary in this Article, each Guarantor, and by its acceptance of Notes, each Holder,
hereby confirms that it is the intention of all such parties that the Note Guaranty of such Guarantor not constitute a fraudulent
conveyance under applicable fraudulent conveyance provisions of the laws of the Cayman Islands, Brazil, the United States Bankruptcy
Code or any comparable provision of state law. To effectuate that intention, the Trustee, the Holders and the Guarantors hereby
irrevocably agree that the obligations of each Guarantor under its Note Guaranty are limited to the maximum amount that would not
render the Guarantor’s obligations subject to avoidance under applicable fraudulent conveyance provisions of the laws of
the Cayman Islands, Brazil, the United States Bankruptcy Code or any comparable provision of state law.



Section 10.08. Execution and Delivery
of Guaranty. The execution by each Guarantor of this Indenture (or a supplemental indenture in the form of Exhibit B) evidences
the Note Guaranty of such Guarantor, whether or not the person signing as an officer of the Guarantor still holds that office at
the time of authentication of any Note. The delivery of any Note by the Trustee after authentication constitutes due delivery of
the Note Guaranty set forth in this Indenture on behalf of each Guarantor.



Section 10.09. Release of Guaranty.
The Note Guaranty of a Guarantor will terminate upon:



(i)          a
sale or other disposition (including by way of consolidation or merger) of the Guarantor or the sale or disposition of all or substantially
all the assets of the Guarantor (in each case other than to the Company or a Subsidiary) otherwise permitted by this Indenture;



(ii)         if
the Note Guaranty was required pursuant to the terms of this Indenture, the cessation of the circumstances requiring the Note Guaranty;
or



(iii)        defeasance
or discharge of the Notes, as provided in Article 8.



Upon delivery by the
Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute
any documents reasonably requested by the Company in writing in order to evidence the release of the Guarantor from its obligations
under its Note Guaranty.



ARTICLE 11

Miscellaneous



Section 11.01. Provisions of Indenture
and Notes for the Sole Benefit of Parties and Holders of Notes.Nothing in this Indenture or the Notes, expressed or
implied, shall give to any Person other than the parties hereto and their successors hereunder and the Holders of the Notes any
benefit or any legal or equitable right, remedy or claim under this Indenture or the Notes.



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Section 11.02. Notices. Any request,
demand, authorization, direction, notice, consent, waiver or other communication or document provided or permitted by this Indenture
to be made upon, given, provided or furnished to, or filed with, any party to this Indenture shall, except as otherwise expressly
provided herein, be in writing and shall be deemed to have been received only upon actual receipt thereof by prepaid first class
mail, courier, telecopier or electronic transmission, addressed to the relevant party as follows:



To the Company and the Guarantors:



Av. Jurandir, 856, Lote 4

04072 000

São Paulo, SP

Brasil

Attention: Legal Department

Facsimile: 55-11-5582-8813



With a copy to:

Clifford Chance US LLP

31 West 52nd Street

New York, NY 10019

USA

Attention: Jon Zonis

Facsimile: 1-212-878-3250



To the Trustee, Registrar, Transfer Agent or Principal
Paying Agent:



The Bank of New York Mellon

Global Corporate Trust

101 Barclay Street, Floor 4 East

New York, New York 10286

USA

Telephone: (212) 815-8273

Facsimile: (212) 815-5915



With a Copy to the Transfer Agent in Luxembourg:



The Bank of New York Mellon (Luxembourg) S.A.

Vertigo Building

Polaris-2-4 rue

Eugène Ruppert-L-2453

Luxembourg



Notices or communications to a Guarantor will be deemed
given if given to the Company.



59






Any party by written notice to the other
parties may designate additional or different addresses for subsequent notices or communications.



Where this Indenture provides for the giving
of notice to Holders, such notice shall be deemed to have been given upon (i) the mailing of first class mail, postage prepaid,
of such notice to Holders of the Notes at their registered addresses as recorded in the Register; and (ii) for so long as the Notes
are listed on the Euro MTF market of the Luxembourg Stock Exchange, and it is required by the rules of the Luxembourg Stock Exchange,
publication of such notice to the Holders of the Notes in English in a leading newspaper having general circulation in Luxembourg
or, if such publication is not practicable, in one other leading English language daily newspaper with general circulation in Europe,
such newspaper being published on each Business Day in morning editions, whether or not it shall be published in Saturday, Sunday
or holiday editions.



The Company shall also
cause all other such publications of such notices as may be required from time to time by applicable Brazilian law, including,
without limitation, those required under the applicable regulations issued by the CVM.



Failure to mail a notice
or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or
communication is mailed to a Holder in the manner provided above, it is duly given, whether or not the addressee receives it.



Section 11.03. Officers’ Certificate
and Opinion of Counsel as to Conditions Precedent.Upon any request or application by the Company to the Trustee to take or
refrain from taking any action under this Indenture, the Company shall furnish to the Trustee:



(i)          an
Officers’ Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set
forth in Section 11.04) stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with; and



(ii)         an
Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in
Section 11.04) stating that, in the opinion of such counsel, all such conditions precedent have been complied with.



Section 11.04. Statements Required in
Officers’ Certificate or Opinion of Counsel. Each certificate or opinion with respect to compliance with a covenant or
condition provided for in this Indenture shall include substantially:



(i)          a
statement that each Person making or rendering such Officers’ Certificate or Opinion of Counsel has read such covenant or
condition and the related definitions;



(ii)         a
brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained
in such Officers’ Certificate or Opinion of Counsel are based;



60






(iii)        a
statement that, in the opinion of each such Person, he has made such examination or investigation as is necessary to enable him
to express an informed opinion as to whether or not such covenant or condition has been complied with; and



(iv)        a
statement as to whether or not, in the opinion of each such Person, such covenant or condition has been complied with.



Section 11.05. Rules
by Trustee, Registrar, Paying Agent and Transfer Agents. The Trustee may make reasonable rules for action by or a meeting of
Holders. The Registrar, the Paying Agents and the Transfer Agents may make reasonable rules for their functions.



Section 11.06. Currency Indemnity.
U.S. Dollars are the sole currency of account and payment for all sums payable by the Company or the Guarantors under or in connection
with the Notes and the Note Guarantees, including damages. Any amount received or recovered in a currency other than U.S. Dollars
(whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up or dissolution
of the Company or otherwise) by any Holder of a Note in respect of any sum expressed to be due to it from the Company or any Guarantor
shall only constitute a discharge to the Company or the Guarantors, as the case may be, to the extent of the U.S. Dollar amount
that the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt
or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do
so). If that U.S. Dollar amount is less than the U.S. Dollar amount expressed to be due to the recipient under any Note, the Company
and the Guarantors shall indemnify such Holder against any loss sustained by it as a result, and if the amount of U.S. Dollars
so purchased is greater than the sum originally due to such Holder, such Holder shall, by accepting a Note, be deemed to have agreed
to repay such excess. In any event, the Company and the Guarantors shall indemnify the recipient against the cost of making any
such purchase.



For the purposes of this Section 11.06,
it shall be sufficient for the Holder of a Note to certify in a satisfactory manner (indicating the sources of information used)
that it would have suffered a loss had an actual purchase of U.S. Dollars been made with the amount so received in that other currency
on the date of receipt or recovery (or, if a purchase of U.S. Dollars on such date had not been practicable, on the first date
on which it would have been practicable, it being required that the need for a change of date be certified in the manner mentioned
above). These indemnities constitute a separate and independent obligation from the other obligations of the Company and the Guarantors,
shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by any Holder
of a Note and shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount
in respect of any sum due under any Note.



Section 11.07. No Recourse Against Others.
No director, officer, employee or shareholder, as such, of the Company, the Guarantors or the Trustee shall have any liability
for any obligations of the Company, the Guarantors or the Trustee, respectively, under this Indenture or the Notes or for any claim
based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Holder shall waive and release
all such liability. The waiver and release shall be part of the consideration for the issue of the Notes.



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Section 11.08. Legal Holidays. In
any case where any Interest Payment Date or Redemption Date or date of Maturity of any Note shall not be a Business Day, then (notwithstanding
any other provision of this Indenture or of the Notes) payment of interest or principal need not be made on such date, but may
be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date or Redemption
Date or date of Maturity; provided that no interest shall accrue for the period from and after such Interest Payment Date
or Redemption Date or date of Maturity, as the case may be on account of such delay.



Section 11.09. Governing Law. THE
INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTES GUARANTEES WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION
WOULD BE REQUIRED THEREBY. EACH OF PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS
CONTEMPLATED HEREBY.



Section 11.10. Consent to Jurisdiction;
Waiver of Immunities. (a) Each of the parties hereto hereby irrevocably submits to the non-exclusive jurisdiction of any New
York state or U.S. federal court sitting in the Borough of Manhattan in The City of New York with respect to actions brought against
it as a defendant in respect of any suit, action or proceeding or arbitral award arising out of or relating to this Indenture or
the Notes or any transaction contemplated hereby or thereby (a “Proceeding”), and irrevocably accepts for itself
and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each of the parties hereto
irrevocably waives, to the fullest extent it may do so under applicable law, trial by jury and any objection which it may now or
hereafter have to the laying of the venue of any such Proceeding brought in any such court and any claim that any such Proceeding
brought in any such court has been brought in an inconvenient forum. Each of the Company and the Guarantors irrevocably appoints
National Corporate Research Limited (the “ Process Agent”), with an office at 10 East 40th Street,
10th Floor, New York, NY 10016, USA, as its authorized agent to receive on behalf of it and its property service of
copies of the summons and complaint and any other process which may be served in any Proceeding. If for any reason such Person
shall cease to be such agent for service of process, each of the Company and the Guarantors shall forthwith appoint a new agent
of recognized standing for service of process in the State of New York and deliver to the Trustee a copy of the new agent’s
acceptance of that appointment within 30 days. Nothing herein shall affect the right of the Trustee, any Agent or any Holder to
serve process in any other manner permitted by law or to commence legal proceedings or otherwise proceed against the Company and
the Guarantors in any other court of competent jurisdiction.



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(b)          Each
of the Company and the Guarantors hereby irrevocably appoints the Process Agent as its agent to receive, on behalf of itself and
its property, service of copies of the summons and complaint and any other process which may be served in any such suit, action
or proceeding brought in such New York state or U.S. federal court sitting in the Borough of Manhattan in The City of New York.
Such service shall be made by delivering by hand a copy of such process to the Company or any Guarantor, as the case may be, in
care of the Process Agent at the address specified above. Each of the Company and the Guarantors hereby irrevocably authorizes
and directs the Process Agent to accept such service on its behalf. Failure of the Process Agent to give notice to the Company
or any Guarantor, as the case may be, or failure of the Company or any Guarantor, as the case may be, to receive notice of such
service of process shall not affect in any way the validity of such service on the Process Agent, the Company or the Guarantors.
As an alternative method of service, each of the Company and the Guarantors also irrevocably consents to the service of any and
all process in any such Proceeding by the delivery by hand of copies of such process to the Company or Guarantor, as the case may
be, at its address specified in Section 11.02 or at any other address previously furnished in writing by the Company or the Guarantors
to the Trustee. Each of the Company and the Guarantors covenants and agrees that it shall take any and all reasonable action, including
the execution and filing of any and all documents, that may be necessary to continue the designation of the Process Agent above
in full force and effect during the term of the Notes, and to cause the Process Agent to continue to act as such.



(c)          Nothing
in this Section 11.10 shall affect the right of any party, including the Trustee, any Agent or any Holder, to serve legal process
in any other manner permitted by law or affect the right of any party to bring any action or proceeding against any other party
or its property in the courts of other competent jurisdictions.



(d)          Each
of the Company and the Guarantors irrevocably agrees that, in any proceedings anywhere (whether for an injunction, specific performance
or otherwise), no immunity (to the extent that it may at any time exist, whether on the grounds of sovereignty or otherwise) from
such proceedings, from attachment (whether in aid of execution, before judgment or otherwise) of its assets or from execution of
judgment shall be claimed by it or on its behalf or with respect to its assets, except to the extent required by applicable law,
any such immunity being irrevocably waived, to the fullest extent permitted by applicable law. Each of the Company and the Guarantors
irrevocably agrees that, where permitted by applicable law, it and its assets are, and shall be, subject to such proceedings, attachment
or execution in respect of its obligations under this Indenture or the Notes.



Section 11.11. Successors and Assigns.
All covenants and agreements of the Company and the Guarantors in this Indenture, the Notes and the Note Guarantees shall bind
their respective successors and assigns, whether so expressed or not. All agreements of the Trustee in this Indenture shall bind
its successors.



Section 11.12. Multiple
Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. One signed copy is enough to prove this Indenture.



Section 11.13. Severability Clause.
In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby. To the extent permitted by applicable
law, the parties hereby waive any provision of law which renders any term or provision hereof invalid or unenforceable in any respect.



63






Section 11.14. Force Majeure. In
no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising
out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages,
accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions,
loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee
shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon
as practicable under the circumstances.



Section 11.15. Trust Indenture Act Of
1939. This Indenture shall incorporate and be governed by the provisions of the Trust Indenture Act that are required to be
part of and to govern indentures qualified under the Trust Indenture Act.



Section 11.16. The parties hereto acknowledge
that, in accordance with Section 326 of the USA Patriot Act (Title III of Pub. L. 107–56 (signed into law October 26, 2001))
(as amended, modified or supplemented from time to time, the “USA Patriot Act”), the Trustee, like all financial institutions,
is required to obtain, verify and record information that identifies each person or legal entity that opens an account. The parties
to this Agreement agree that they will provide the Trustee with such information as the Trustee may request in order for the Trustee
to satisfy the requirements of the USA Patriot Act.



64






IN
WITNESS WHEREOF, the parties hereto have caused the Indenture to be duly executed as of the date first written above.





| | TAM CAPITAL 3 INC.,
| | -------------------
| | As the Company     
| |                    
| | By:                
| |                    
| |                    
| |                    
| | By:                
| |                    
| |                    



| | TAM S.A.,   
| | ------------
| | as Guarantor
| |             
| | By:         
| |             
| |             
| |             
| | By:         
| |             
| |             



| | TAM LINHAS AÉREAS S.A.,
| | -----------------------
| | as Guarantor           
| |                        
| | By:                    
| |                        
| |                        
| |                        
| | By:                    
| |                        
| |                        





65






Witnesses:



|By: | /s/ Deborah
        C. Benites Soares |                                                                          
|--- | ------------------------------------- | -------------------------------------------------------------------------
|    | Name:                                 | Deborah
        C. Benites Soares
        RG.
        26.177.546-7 SSP-SP
|    |                                       | CPF 303.073.498-61                                                       
|    |                                       |                                                                          
|By: | /s/ Dalizio S. Barros Neto            |                                                                          
|    | Name:                                 | Dalizio S. Barros Neto                                                   
|    |                                       | RG 32.363.805-3                                                          
|    |                                       | CPF 208.611 988-30                                                       





66








| | THE BANK OF NEW YORK MELLON,                       
| | ---------------------------------------------------
| | as Trustee, Registrar, Transfer Agent and Principal
| | Paying Agent                                       
| |                                                    
| | By:                                                
| |                                                    
| |                                                    
| |                                                    
| | THE BANK OF NEW YORK MELLON                        
| | (Luxembourg) S.A.,                                 
| | as Luxembourg Transfer Agent                       
| |                                                    
| | By:                                                
| |                                                    
| |                                                    





67








|STATE OF NEW YORK  | )      | 
|------------------ | ------ | 
|                   | )  ss: | 
|COUNTY OF NEW YORK | )      | 



On
the 3rd day of June, 2011, before me personally came Teisha Wright, to me known, who, being by me duly sworn,
did depose and say that she is a Senior Associate of The Bank of New York Mellon (Luxembourg) S.A., one of the corporations
described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and
that he signed his name thereto by like authority.



[Notarial
Seal]



| | /s/ DANNY LEE                       
| | ------------------------------------
| | Notary Public                       
| | COMMISSION EXPIRES                  
| |                                     
| | DANNY LEE, NOTARY PUBLIC            
| | State of New York, NO. 01LE6161129  
| | Qualified in New York County        
| | Commission Expires February 20, 2015














EXHIBIT A



FORM OF NOTE



[FACE OF NOTE]



UNLESS THIS GLOBAL NOTE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK LIMITED PURPOSE TRUST COMPANY (“DTC”),
TO THE COMPANY NAMED HEREIN (THE “COMPANY”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



TRANSFERS OF THIS GLOBAL NOTE IN WHOLE SHALL
BE LIMITED TO TRANSFERS TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE
TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY AND TRANSFERS OF THIS GLOBAL NOTE IN PART SHALL BE LIMITED
TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE AND REFERRED TO ON THE REVERSE HEREOF.



[Include if Note is a Restricted Global
Note, or a Note issued in exchange therefor, as required under this Indenture:THIS NOTE (AND RELATED NOTE
GUARANTEES)HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE.
BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER (1) REPRESENTS THAT (A) IT AND ANY ACCOUNT FOR WHICH
IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER” (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT
IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT OR (B) IT IS NOT A U.S. PERSON (WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT), AND (2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE
TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES AND ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE
UNDER THE SECURITIES ACT, (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (D) IN
AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO AN EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT. PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(E) ABOVE, THE COMPANY RESERVES THE RIGHT
TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE
THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION
IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.



1






THE FOREGOING LEGEND MAY BE REMOVED FROM
THIS NOTE ON SATISFACTION OF THE CONDITIONS SPECIFIED IN THE INDENTURE REFERRED TO HEREIN. ]



[Include if Note is Regulation S Global
Note, or a Note issued in exchange therefor, in accordance with this Indenture:“THIS NOTE (AND RELATED
NOTE GUARANTEES)HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY OTHER SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT NEITHER THIS NOTE NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS
SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.



THE FOREGOING LEGEND MAY BE REMOVED FROM
THIS NOTE AFTER 40 DAYS BEGINNING ON AND INCLUDING THE LATER OF (A) THE DATE ON WHICH THE NOTES ARE OFFERED TO PERSONS OTHER THAN
DISTRIBUTORS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) AND (B) THE ORIGINAL ISSUE DATE OF THIS NOTE.”]



2






TAM CAPITAL 3 INC.



U.S.$500,000,000



8.375% Senior Guaranteed Notes Due 2021



[RESTRICTED GLOBAL NOTE]

[REGULATION S GLOBAL NOTE]

[CERTIFICATED NOTE]

Representing U.S.$__________

8.375% Senior Guaranteed Notes Due 2021



|No. [R-1] [S-1]                                     |                 
|--------------------------------------------------- | ----------------
|                                                    |                 
|CUSIP No. [144A: 87216V AA6] [Reg S: G86668 AA1]    | Principal Amount
|ISIN No. [144A: US87216VAA61] [Reg S: USG86668AA10] | U.S.$__________ 
|Common Code [144A: 063382019] [Reg S: 063360007]    |                 



TAM CAPITAL 3 INC., an exempted company
incorporated with limited liability in the Cayman Islands (the “Company”, which term includes any successor
corporation under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to Cede & Co.,
or registered assigns, U.S.$_______, upon presentment and surrender of this Note on June 3, 2021 or on such date or dates as the
then relevant principal sum may become payable in accordance with the provisions hereof and in the Indenture.



Interest on the outstanding principal amount
shall be borne at the rate of 8.375% per annum payable semi-annually in arrears on each June 3 and December 3 (each such date an
“Interest Payment Date”), commencing on December 3, 2011, all subject to and in accordance with the terms and
conditions set forth herein and in the Indenture; provided, however, that in the event that the Company shall at
any time default on the payment of interest or such other amounts as any may be payable in respect of the Notes, the Company shall
pay interest on overdue principal or installments of interest, to the extent lawful, at the rate borne by the Notes plus 1% per
annum.



Reference is hereby
made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have
the same effect as if set forth at this place.



3






Unless the certificate of authentication
herein has been executed by the Trustee or Authenticating Agent by the manual signature of one of its authorized signatories, this
Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.



IN WITNESS WHEREOF, the Company has caused
this Note to be duly executed.



Dated: June 3, 2011



| | TAM CAPITAL 3 INC.
| | ------------------
| |                   
| | By:               
| |                   
| |                   
| |                   
| | By:               
| |                   
| |                   



|Witnesses: |      
|---------- | -----
|           |      
|By:        |      
|           | Name:
|           |      
|By:        |      
|           | Name:



4






TRUSTEE’S CERTIFICATE OF AUTHENTICATION



This is one of the Notes referred to in
the within mentioned Indenture.



| | THE BANK OF NEW YORK MELLON,
| | ----------------------------
| | as Trustee                  
| |                             
| | By:                         
| |                             
| |                             



5






[FORM OF REVERSE SIDE OF NOTE]



8.375% Senior Guaranteed Notes Due 2021



TERMS AND CONDITIONS OF THE NOTES



This Note is one of a duly authorized issue
of 8.375% Senior Guaranteed Notes Due 2021 of the Company. The Notes constitute unsecured unsubordinated obligations of the Company,
initially in an aggregate principal amount of U.S.$500,000,000.



1.          Indenture.



The Notes are, and shall be, issued under
an Indenture, dated as of June 3, 2011 (the “Indenture”), among the Company, the Guarantors party thereto, The
Bank of New York Mellon, as trustee (the “Trustee”), Registrar, Transfer Agent and Principal Paying agent (the
“Principal Paying Agent”) (collectively, the “ Agents” and each individually an “Agent”)
and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Transfer Agent. The terms of the Notes include those stated in
the Indenture. The Holders of the Notes shall be entitled to the benefit of, be bound by and be deemed to have notice of, all provisions
of the Indenture. Reference is hereby made to the Indenture and all supplemental indentures thereto for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, each Agent and the Holders of the
Notes and the terms upon which the Notes, are, and are to be, authenticated and delivered. All terms used in this Note that are
defined in the Indenture shall have the meanings assigned to them in the Indenture. Copies of the Indenture and each Global Note
shall be available for inspection at the offices of the Trustee and each Paying Agent.



The Company may from time to time, without
the consent of the Holders of the Notes, create and issue Additional Notes having the same terms and conditions as the Notes in
all respects, except for issue date, issue price and the first payment of interest thereon. Additional Notes issued in this manner
shall be consolidated with and shall form a single series with the previously outstanding Notes; provided that any such Additional
Notes issued under the same CUSIP as any previously issued Notes shall be issued either in a “qualified reopening”
for U.S. federal income tax purposes or with no more than de minimis original issue discount for U.S. federal income tax
purposes. Unless the context otherwise requires, for all purposes of the Indenture and this Note, references to the Notes include
any Additional Notes actually issued.



The Indenture imposes certain limitations
on the creation of Liens by the Company or its Subsidiaries, and consolidation, merger and certain other transactions involving
the Company. In addition, the Indenture requires the maintenance of insurance for the Company and its Subsidiaries, the maintenance
of the existence of the Company and its Subsidiaries, the payment of certain taxes and claims and reporting requirements applicable
to the Company.



6






The Note is one of the
[Initial]1[Additional]2 Notes referred to in the Indenture. The Notes include the Notes issued on the
Issue Date and any Additional Notes issued in accordance with Section 2.14 of the Indenture. The Notes, any Additional Notes
are treated as a single class of securities under the Indenture.



| | 2. | Principal.
| | -- | ----------



The Company promises to pay the principal of this
Note on June 3, 2021.



| | 3. | Interest.
| | -- | ---------



The Notes bear interest at the rate per
annum shown above from June 3, 2011, or from the most recent Interest Payment Date (as defined below) to which interest has been
paid or provided for, payable semi-annually in arrears on June 3 and December 3 of each year (each such date, an “Interest
Payment Date”), commencing on December 3, 2011. Interest on the Notes shall be computed on the basis of a 360-day year
of twelve 30-day months. The Company shall pay interest on overdue principal or installments of interest, to the extent lawful,
at the rate borne by the Notes plus 1% per annum.



| | 4. | Method of Payment.
| | -- | ------------------



Payments of interest in respect of each
Note shall be made on each Interest Payment Date by the Paying Agents to the Persons shown on the Register at the close of business
on the May 18 and November 18, as the case may be (each, a “Record Date”), immediately preceding such Interest
Payment Date.



Payments in respect of each Note shall be
made by U.S. Dollar check drawn on a bank in The City of New York and may be mailed to the Holder of such Note at its address appearing
in the Register. Upon written application by the Holder to the specified office of any Paying Agent not less than 15 days before
the due date for any payment in respect of a Note, such payment may be made by wire transfer to a U.S. Dollar account maintained
by the payee with a bank in The City of New York. Payment of principal in respect of each Note shall be made on any Payment Date
for such principal to the Person shown on the Register at the close of business on the fifteenth day immediately preceding such
Payment Date.



All payments on this Note are subject in
all cases to any applicable tax or other laws and regulations, but without prejudice to the provisions of Paragraph 6 hereof. Except
as provided in Section 2.08 of the Indenture, no fees or expenses shall be charged to the Holders in respect of such payments.












| | 1 | Include if Initial Note.
| | - | ------------------------



| | 2 | Include if Additional Note.
| | - | ---------------------------



7







If the Payment Date in respect of any Note
is not a business day at the place in which it is presented for payment, the Holder thereof shall not be entitled to payment of
the amount due until the next succeeding business day at such place and shall not be entitled to any further interest or other
payment in respect of any such delay.



If the amount of principal or interest which
is due on the Notes is not paid in full, the Registrar shall annotate the Register with a record of the amount of interest, if
any, in fact paid.



| | 5. | Registrar, Paying Agent and Transfer Agent.
| | -- | -------------------------------------------



The Trustee shall act as Registrar, Transfer
Agent and Principal Paying Agent of the Notes. The Company may appoint and change any Registrar, Paying Agent or Transfer Agent
in accordance with the terms of the Indenture. The Bank of New York Mellon (Luxembourg) S.A. shall initially act as Transfer Agent
in Luxembourg.



| | 6. | Additional Amounts.
| | -- | -------------------



All payments by the Company in respect of
the Notes or the Guarantors in respect of the Note Guarantees will be made free and clear of, and without withholding or deduction
for, or on account of any present or future taxes, duties, assessments, or other governmental charges of whatever nature imposed
or levied by or on behalf of the Cayman Islands or Brazil, or any authority therein or thereof or any other jurisdiction in which
the Company or the Guarantors are organized, doing business or through which payments are made in respect of the notes or guarantees
(any of the aforementioned being a “Taxing Jurisdiction”), unless the Company or the Guarantors are compelled
by law to deduct or withhold such taxes, duties, assessments, or governmental charges. In such event, the Company or the Guarantors,
as applicable, will make such deduction or withholding, make payment of the amount so withheld to the appropriate governmental
authority and pay such additional amounts as may be necessary to ensure that the net amounts receivable by Holders of Notes after
such withholding or deduction shall equal the respective amounts of principal and interest which would have been receivable in
respect of the Notes in the absence of such withholding or deduction (“Additional Amounts ”). Notwithstanding
the foregoing, no such Additional Amounts shall be payable:



(i)       to, or to a third party on
behalf of, a Holder who is liable for such taxes, duties, assessments or governmental charges in respect of such Note by reason
of the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member
or shareholder of such Holder, if such Holder is an estate, a trust, a partnership, or a corporation) and the relevant Taxing Jurisdiction,
including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member or shareholder) being or having been
a citizen or resident thereof or being or having been engaged in a trade or business or present therein or having, or having had,
a permanent establishment therein, other than the mere holding of the Note or enforcement of rights under the Indenture and the
receipt of payments with respect to the Note;



8







(ii)      in respect of Notes surrendered
or presented for payment (if surrender or presentment is required) more than 30 days after the Relevant Date except to the extent
that payments under such Note would have been subject to withholdings and the Holder of such Note would have been entitled to such
Additional Amounts, on surrender of such Note for payment on the last day of such period of 30 days;



(iii)      in respect of any withholding
or deduction imposed on a payment that is to be made pursuant to Council Directive 2003/48/EC or any other Directive on the taxation
of savings income implementing the conclusion of the ECOFIN Council meeting of November 26-27, 2000 or any subsequent meeting of
the ECOFIN Council, or any law implementing or complying with, or introduced in order to conform to, such Directives;



(iv)      to, or to a third party
on behalf of, a Holder who is liable for such taxes, duties, assessments or other governmental charges by reason of such Holder's
failure to comply with any certification, identification, documentation or other reporting requirement concerning the nationality,
residence, identity or connection with the relevant Taxing Jurisdiction of such Holder or beneficial owner, if (1) compliance is
required by law as a precondition to, exemption from, or reduction in the rate of, the tax, assessment or other governmental charge
and (2) the Company has given the Holders at least 30 days’ notice that Holders will be required
to provide such certification, identification, documentation or other requirement;



(v)      in respect of any estate,
inheritance, gift, sales, transfer, capital gains, excise or personal property or similar tax, assessment or governmental charge;



(vi)     in respect of any tax,
assessment or other governmental charge which is payable other than by deduction or withholding from payments of principal of or
interest on the Note;



(vii)     in
respect of any tax imposed on overall net income or any branch profits tax; or



(viii)
    in respect of any combination of the above.



No Additional Amounts shall be paid with
respect to any payment on a Note to a Holder who is a fiduciary, a partnership, a limited liability company or other than the sole
beneficial owner of that payment to the extent that payment would be required by the relevant Taxing Jurisdiction to be included
in the income, for tax purposes, of a beneficiary or settlor with respect to the fiduciary, a member of that partnership, any interestholder
in a limited liability company or a beneficial owner who would not have been entitled to the Additional Amounts had that beneficiary,
settlor, member or beneficial owner been the Holder.



9







The Notes are subject in all cases to any
tax, fiscal or other law or regulation or administrative or judicial interpretation. Except as specifically provided above, neither
the Company nor the Guarantors shall be required to make a payment with respect to any tax, assessment or governmental charge imposed
by any government or a political subdivision or taxing authority thereof or therein.



In the event that Additional Amounts actually
paid with respect to the Notes are based on rates of deduction or withholding of withholding taxes in excess of the appropriate
rate applicable to the Holder of such Notes, and, as a result thereof such Holder is entitled to make claim for a refund or credit
of such excess from the authority imposing such withholding tax, then such Holder shall, by accepting such Notes, be deemed to
have assigned and transferred all right, title, and interest to any such claim for a refund or credit of such excess to the Company.



Any reference in the Indenture or the Notes
to principal, interest or any other amount payable in respect of the Notes by the Company or the Note Guaranty by the Guarantors
will be deemed also to refer to any Additional Amount, unless the context requires otherwise, that may be payable with respect
to that amount under the obligations referred to in this Paragraph 6.



The foregoing obligation will survive termination
or discharge of the Indenture.



| | 7. | Open Market Purchases.
| | -- | ----------------------



The Company or any of its Affiliates may
at any time purchase Notes in the open market or otherwise at any agreed upon price. All Notes so purchased may not be reissued
or resold, except in compliance with applicable requirements or exemptions under the relevant securities laws.



| | 8. | Redemption.
| | -- | -----------



Except as described in Section 3.01 of the
Indenture and this Paragraph 8, the Notes may not be redeemed.



(1) On or prior to June 3, 2016, the
Notes shall be redeemable, at the option of the Company, in whole or in part, on any Interest Payment Date, at a redemption price
equal to the greater of (1) 100% of the principal amount of the notes to be redeemed and (2) the sum of the present values of the
remaining scheduled payments of principal and interest on such notes (exclusive of interest accrued on the Redemption Date) discounted
to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate
(as defined below) plus 100 basis points, plus, in either case, accrued and unpaid interest and additional amounts, if any, on
the principal amount being redeemed to such Redemption Date; and





10







(2) After June 3, 2016, the notes will
be redeemable, at the option of the Company, in whole or in part, on any Redemption Date, at the redemption prices (expressed as
percentages of their principal amount at maturity), during the 12 month period commencing on June 3, 2016 of any year set forth
below:



|Year                |  | Redemption Price |        
|------------------- |  | ---------------- | -------
|2016                |  |                  | 104.188
|2017                |  |                  | 102.792
|2018                |  |                  | 101.396
|2019 and thereafter |  |                  | 100.000



plus in the case of either (1) or (2), any interest accrued
but not paid and additional amounts, if any, to the Redemption Date; provided, however, that if the notes are redeemed in
part, at least U.S.$100,000,000 aggregate principal amount of the notes must remain outstanding following any partial redemption.
For the avoidance of doubt, any calculation of the remaining scheduled payments of principal and interest pursuant to clause (2)
of the preceding sentence shall not include interest accrued as of the applicable Redemption Date



If as a result of any change in or amendment
to the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction, or any amendment to or change in an official interpretation,
administration or application of such laws, any treaties, rules, or related agreements to which a Taxing Jurisdiction is a party
or regulations (including a holding by a court of competent jurisdiction), which change or amendment becomes effective or, in the
case of a change in official position, is announced on or after the issue date of the Notes or on or after the date a successor
to the Company assumes the obligations under the Notes, (i) the Company or any successor to the Company has or will become obligated
to pay Additional Amounts (as defined in Section 4.06 of the Indenture and Paragraph 5 hereof) or (ii) either of the Guarantors
or any successor to the Guarantor has or will become obligated to pay Additional Amounts in excess of the Additional Amounts either
such Guarantor or any such successor to the Guarantor would be obligated to pay if payments were subject to withholding or deduction
at a rate equal to the withholding tax rate imposed by Brazil as of the issue date of the notes, determined, in each case, without
reference to any interest, fees, penalties, or other additions to tax (the “Minimum Withholding Level”),
as a result of the taxes, duties, assessments and other governmentalcharges described above, the Company or any of its
successors may, at their option, redeem all, but not less than all, of the Notes, at a redemption price equal to 100% of their
principal amount, together with accrued and unpaid interest to the date fixed for redemption, upon publication of irrevocable notice
to Holders not less than 30 days nor more than 60 days prior to the date fixed for redemption. No notice of such redemption may
be given earlier than 60 days prior to the earliest date on which either (x) the Issuer or successor to the Issuer would, but for
such redemption, become obligated to pay any additional amounts, or (y) in the case of payments made under the Guarantees, either
Guarantor or any successor to the Guarantor would, but for such redemption, be obligated to pay the Additional Amounts in excess
of the Minimum Withholding Level were a payment then due. For the avoidance of doubt, the Company or any successor to the Company
shall not have the right to so redeem the Notes unless (a) it is obligated to pay Additional Amounts or (b) either Guarantor or
any successor to the Guarantor is obliged to pay Additional Amounts that in the aggregate amount exceed the Additional Amounts
payable at the Minimum Withholding Level. Notwithstanding the foregoing, the Company or any successor to the Company shall not
have the right to so redeem the Notes unless it has taken reasonable measures to avoid the obligation to pay Additional Amounts.
For the avoidance of doubt, reasonable measures do not include changing the jurisdiction of incorporation of the Company or any
successor to the Company or the jurisdiction of incorporation of a Guarantor or any successor to either Guarantor.



11







In the event that the Company or any successor
elects to so redeem the Notes pursuant to Section 3.01(c) of the Indenture, it will deliver to the Trustee: (i) a certificate,
signed in the name of the Company by any two of its executive officers or by its attorney-in-fact in accordance with its bylaws,
stating that the Company or any successor to the Company is entitled to redeem the Notes pursuant to their terms and setting forth
a statement of facts showing that the condition or conditions precedent to the right of the Company or any successor to the Company
to so redeem have occurred or been satisfied; and (ii) an Opinion of Counsel to the effect that (1) the Company or any successor
to the Company has or will become obligated to pay Additional Amounts or either Guarantor or any successor to the Guarantor has
or will become obligated to pay Additional Amounts in excess of the Additional Amounts payable at the Minimum Withholding Level,
(2) such obligation is the result of a change in or amendment to the laws (or any rules or regulations thereunder) of a Taxing
Jurisdiction, as described above and (3) that all governmental requirements necessary for the Company to effect the redemption
have been complied with.



| | 9. | Denominations; Transfer; Exchange.
| | -- | ----------------------------------



The Notes are in registered form without
coupons in minimum denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof.



A Holder may transfer or exchange Notes
in accordance with the Indenture. The Trustee, the Registrar or Transfer Agent, as the case may be, may require a Holder, among
other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted
by the Indenture.



The Trustee, the Registrar
or Transfer Agent, as the case may be, need not register the transfer or exchange of any Notes selected for redemption or any Notes
for a period of 15 days before a selection of Notes to be redeemed or before an Interest Payment Date.



| | 10. | Persons Deemed Owners.
| | --- | ----------------------



The registered Holder of this Note may be treated
as the owner thereof for all purposes.



| | 11. | Unclaimed Money.
| | --- | ----------------



Subject to applicable law, the Trustee and
the Paying Agents shall pay to the Company upon request any monies held by them for the payment of principal or interest that remains
unclaimed for two years, and thereafter, Holders entitled to such monies must look to the Company for payment as general creditors.



12







| | 12. | Defeasance.
| | --- | -----------



Subject to the terms of the Indenture, the
Company and the Guarantors at any time may terminate some or all of their obligations under the Notes, the Indenture and the Note
Guarantees, as the case may be, if the Company or the Guarantors irrevocably deposit in trust with the Trustee money or U.S. Government
Obligations sufficient for the payment of principal of and interest on all the Notes to Maturity or redemption. At such time, each
Guarantor’s obligations under its Note Guaranty will terminate.



| | 13. | Amendment; Waiver.
| | --- | ------------------



Subject to certain exceptions set forth
in the Indenture, the Indenture or the Notes may be amended or supplemented without notice to any Holder but with the written consent
of the Holders of at least a majority in principal amount of the Notes then outstanding, and any past Default or compliance with
any provision may be waived with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding.
However, subject to certain exceptions set forth in the Indenture, without the consent of each Holder of an outstanding Note affected
thereby, no amendment or waiver may, among other things:



(i)        reduce
the principal amount of or change the Stated Maturity of any payment on any Note;



(ii)       reduce the rate of any interest on any Note;



(iii)      reduce
the amount payable upon the redemption of any Note or change the time at which any Note may be redeemed;



(iv)      change
the currency for payment of principal of, or interest or any Additional Amounts on, any Note;



(v)        impair
the right to institute suit for the enforcement of any right to payment on or with respect to any Note;



(vi)       waive
a Default or Event of Default in payment of principal of and interest on the Notes;



(vii)      reduce
the principal amount of Notes whose Holders must consent to any amendment, supplement or waiver;



(viii)     make any change to the first paragraph of Section 9.02 of the Indenture;



(ix)       modify
or change any provision of the Indenture affecting the ranking of the Notes or any Note Guaranty in a manner adverse to the Holders
of the Notes; or



(x)        make
any change in any Note Guaranty that would adversely affect the Holders of the Notes.



13







providedthat the provisions of
the covenants described in Section 4.11 of the Indenture may,except as provided above, be amended or waived with the consent
of Holders holding not less than 66 2/3% in aggregate principal amount of the Notes.



The Company, the Guarantors and the Trustee
may, without the consent of any Holder of the Notes, amend the Indenture or the Notes to:



(i)        to cure any ambiguity, omission, defect or inconsistency;



(ii)       to add guarantees or collateral with respect to the Notes;



(iii)      to comply with Section 5.01 of the Indenture;



(iv)      to provide for any guarantee
of the Notes, to secure the Notes or to confirm and evidence the release, termination or discharge of any guarantee of the Notes
when such release, termination or discharge is permitted by this Indenture;



(v)       to
add to the covenants of the Company or the Guarantors for the benefit of the Holders;



(vi)      to
surrender any right herein conferred upon the Company or the Guarantors;



(vii)     to
evidence and provide for the acceptance of an appointment by a successor Trustee;



(viii)    to provide for the issuance of Additional Notes;



(ix)      to
make any other change that does not materially and adversely affect the rights of any Holder or to conform this Indenture to the
section “Description of Notes” in the Offering Memorandum; or



(x)       to comply with any applicable
requirements of the SEC, including in connection with an required qualification of the Indenture under the Trust Indenture Act



providedthat, in such case, the
Company has delivered to the Trustee an Opinion ofCounsel and an Officers’ Certificate, each stating that such amendment
or supplement complies with the provisions of Section 9.01 of the Indenture.



Each Guarantor must consent to any amendment, supplement
or waiver.





14







| | 14. | Defaults and Remedies.
| | --- | ----------------------





An “Event of Default” occurs if:



(i)      the
Company defaults in any payment of interest (including any Additional Amounts) on any Note when the same becomes due and payable,
and such default continues for a period of 30 days;



(ii)      the Company defaults
in the payment of principal amounts (including any Additional Amounts) of any Note when the same becomes due and payable upon acceleration
or redemption or otherwise;



(iii)      the Company or any Guarantor
fails to comply with any of its covenants or agreements in the Notes or the Indenture (other than those referred to in (i) and
(ii) above), and such failure continues for 60 days after the notice specified below;



(iv)      the
Company, any Guarantor or any Significant Subsidiary defaults under any mortgage, indenture or instrument under which there
may be issued or by which there may be secured or evidenced any Debt for money borrowed by the Company, any such Guarantor or
any such Significant Subsidiary (or the payment of which is guaranteed by the Company, such Guarantor or any such Significant
Subsidiary) whether such Debt or guarantee now exists, or is created after the date of the Indenture, which default (a) is
caused by failure to pay principal of or premium, if any, or interest on such Debt after giving effect to any grace period
provided in such Debt on the date of such default (“Payment Default”) or (b) results in the acceleration
of such Debt prior to its express maturity and, in each case, the principal amount of any such Debt, together with the
principal amount of any other such Debt under which there has been a Payment Default or the maturity of which has been so
accelerated, aggregates U.S.$50,000,000 (or the equivalent thereof at the time of determination) or more in the
aggregate;



(v)      one or more final judgments
or decrees for the payment of money in excess of U.S.$50,000,000 (or the equivalent thereof at the time of determination) in the
aggregate are rendered against the Company, any Guarantor or any Significant Subsidiary and are not paid (whether in full or in
installments in accordance with the terms of the judgment) or otherwise discharged and, in the case of each such judgment or decree,
either (a) an enforcement proceeding has been commenced by any creditor upon such judgment or decree and is not dismissed within
30 days following commencement of such enforcement proceedings or (b) there is a period of 60 days following such judgment during
which such judgment or decree is not discharged, waived or the execution thereof stayed;



15







(vi)      an
involuntary case or other proceeding is commenced against the Company, any Guarantor or any Significant Subsidiary with respect
to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect seeking the appointment of
a trustee, receiver, síndico, liquidator, custodian or other similar official of it or any substantial part of its
property, and such involuntary case or other proceeding remains undismissed and unstayed for a period of 60 days; or an order for
relief is entered against the Company, any Guarantor or any Significant Subsidiary under the bankruptcy laws now or hereafter in
effect, and such order is not being contested by the Company, any Guarantor or any Significant Subsidiary, as the case may be,
in good faith, or has not been dismissed, discharged or otherwise stayed, in each case within 60 days of being made;



(vii)      the Company, any Guarantor
or any Significant Subsidiary (i) commences a voluntary case or other proceeding seeking liquidation, reorganization or other relief
with respect to itself or its Debts under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect,
or consents to the entry of an order for relief in an involuntary case under any such law, (ii) consents to the appointment of
or taking possession by a receiver, síndico, liquidator, assignee, custodian, trustee, sequestrator or similar official
ofthe Company, any Guarantor or any Significant Subsidiary or for all or substantially all of the Property of the Company,
any Guarantor or any Significant Subsidiary or (iii) effects any general assignment for the benefit of creditors;



(viii)      any event occurs that
under the laws of the Cayman Islands, Brazil or any political subdivision thereof or any other country has substantially the same
effect as any of the events referred to in any of clause (vi) or (vii);



(ix)      any Note Guaranty ceases
to be in full force and effect, other than in accordance the terms of the Indenture, or a Guarantor denies or disaffirms its obligations
under its Note Guaranty; or



(x)      TAM
S.A. ceases to own, directly or indirectly, 100% of the outstanding share capital of the Company.



A Default under clause (iii) above shall
not constitute an Event of Default until the Trustee or the Holders of at least 25% in principal amount of the Outstanding Notes
notify the Company and the Guarantors of the Default and the Company does not cure such Default within the time specified after
receipt of such notice.



The Trustee is not to be charged with knowledge
of any Default or Event of Default or knowledge of any cure of any Default or Event of Default unless either (i) an attorney, Responsible
Officer, has actual knowledge of such Default or Event of Default or (ii) written notice of such Default or Event of Default has
been given to a Responsible Officer of the Trustee by the Company or any Holder.



16







If an Event of Default (other than an Event
of Default specified in clauses (vi), (vii) and (viii) above) occurs and is continuing, the Trustee or the Holders of not less
than 25% in principal amount of the Outstanding Notes may declare all unpaid principal of and accrued and unpaid interest on all
Notes to be due and payable immediately, by a notice in writing to the Company, and upon any such declaration such amounts shall
become due and payable immediately. If an Event of Default specified in clause (vi), (vii) or (viii) above occurs and is continuing,
then the principal of, and accrued and unpaid interest on, all Notes shall become and be immediately due and payable without any
declaration or other act on the part of the Trustee or any Holder.



Subject to the provisions of the Indenture
relating to the duties of the Trustee in case an Event of Default shall occur and be continuing, the Trustee shall be under no
obligation to exercise any of its rights or powers under the Indenture at the request or direction of any of the Holders, unless
such Holders shall have offered to the Trustee indemnity reasonably satisfactory to it. Subject to such provision for the indemnification
of the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Notes shall have the right to direct
the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee.



At any time after a declaration of acceleration
has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as provided in the
Indenture, the Holders of a majority in principal amount of the Notes by written notice to the Company and the Trustee may rescind
or annul a declaration of acceleration if (i) the Company has paid or deposited with the Trustee a sum sufficient to pay all overdue
interest (including any Additional Amounts) on Outstanding Notes, all unpaid principal of the Notes that has become due otherwise
than by such declaration of acceleration, interest on such overdue interest (including any Additional Amounts) as provided in the
Indenture and all sums paid or advanced by the Trustee under the Indenture and the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel and (ii) all Events of Default have been cured or waived except nonpayment
of principal that has become due solely because of acceleration.



No such rescission shall affect any subsequent
Default or Event of Default or impair any right consequent thereto.



| | 15. | Trustee Dealings with the Company.
| | --- | ----------------------------------



Subject to certain limitations imposed by
the Indenture, the Trustee and any Agent or co-registrar or any other agent of the Company or of the Trustee, in its individual
or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Company or its Affiliates with
the same rights it would have if it were not Trustee, Agent, or such other agent.



| | 16. | Governing Law.
| | --- | --------------



THE INTERNAL LAW OF THE STATE OF NEW YORK
WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE AND THE NOTES GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES
OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.



17







| | 17. | No Recourse Against Others.
| | --- | ---------------------------



No director, officer, employee or shareholder,
as such, of the Company, the Guarantors or the Trustee shall have any liability for any obligations of the Company, the Guarantors
or the Trustee, respectively, under this Indenture or the Notes or for any claim based on, in respect of or by reason of such obligations
or their creation. By accepting a Note, each Holder shall waive and release all such liability. The waiver and release shall be
part of the consideration for the issue of the Notes.



| | 18. | CUSIP and ISIN Numbers.
| | --- | -----------------------



Pursuant to a recommendation promulgated
by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP or ISIN numbers, as applicable, to
be printed on the Notes and has directed the Trustee to use CUSIP or ISIN numbers, as applicable, in notices of redemption as a
convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained
in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon.



The Company shall furnish to any Holder
upon written request and without charge a copy of the Indenture, which includes the form of this Note. Requests may be made to:



TAM Capital 3 Inc.

c/o TAM S.A.

Av. Jurandir, 856, Lote 4

04072 000

São Paulo, SP

Brasil

Attention: Legal Department

Facsimile: 55-11-5582-8813



18







NOTATION OF GUARANTY



For value received, each Guarantor (which
term includes any successor Person under the Indenture) has unconditionally guaranteed, to the extent set forth in the Indenture
and subject to the provisions in the Indenture dated as of June 3, 2011 (as amended from time to time, the “Indenture”),
among the Company, the Guarantor, The Bank of New York Mellon, as Trustee, Registrar, Transfer Agent and Principal Paying Agent
(collectively, the “Agents” and each individually an “Agent”) and The Bank of New York Mellon
(Luxembourg) S.A., as Luxembourg Transfer Agent, the full and punctual payment (whether at Stated Maturity, upon redemption, acceleration,
or otherwise) of the principal of, premium, if any, and interest on, and all other amounts payable under, each Note, and the full
and punctual payment of all other amounts payable by the Company under the Indenture. The obligations of each Guarantor to the
Holders of Notes and to the Trustee pursuant to the guaranty and the Indenture are expressly set forth in Article 10 of the Indenture
and reference is hereby made to the Indenture for the precise terms of the guaranty.



19







IN WITNESS WHEREOF, each Guarantor has caused this
guaranty to be duly executed.



| | TAM S.A.,              
| | -----------------------
| | as Guarantor           
| |                        
| | By:                    
| |                        
| |                        
| |                        
| | By:                    
| |                        
| |                        
| |                        
| | TAM LINHAS AÉREAS S.A.,
| | as Guarantor           
| |                        
| | By:                    
| |                        
| |                        
| |                        
| | By:                    
| |                        
| |                        



|Witnesses: |      
|---------- | -----
|           |      
|By:        |      
|           | Name:
|           |      
|By:        |      
|           | Name:



20







EXHIBIT B



SUPPLEMENTAL INDENTURE



dated as of __________, ____



among



TAM CAPITAL 3 INC.,



the [ADDITIONAL GUARANTOR(S)] Party Hereto



and



THE BANK OF NEW YORK MELLON

as Trustee, Registrar, Transfer Agent and Principal
Paying Agent














8.375% Senior Guaranteed Notes Due 2021



1







THIS SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”), entered into as of __________, ____, among TAM Capital 3 Inc., an exempted company incorporated with
limited liability in the Cayman Islands (the “Company”), [Additional Guarantor(s)] (each an
“Undersigned”) and The Bank of New York Mellon, as trustee, registrar, transfer agent and principal paying
agent (the “Trustee”).



RECITALS



WHEREAS, the Company, the Guarantors party
thereto, The Bank of New York Mellon, as Trustee, Registrar, Transfer Agent and Principal Paying Agent (the “Trustee”)
and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Transfer Agent, entered into the Indenture, dated as of June 3,
2011 (the “Indenture”), relating to the Company’s 8.375% Senior Guaranteed Notes Due 2021 (the “Notes”);



WHEREAS, as a condition to the Trustee entering
into the Indenture and the purchase of the Notes by the Holders, the Company and the Guarantors agreed pursuant to the Indenture
to cause any newly acquired or created Subsidiaries to provide Guarantees in certain circumstances.



AGREEMENT



NOW, THEREFORE, in consideration of the
premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby
agree as follows:



Section 1. Capitalized terms used herein
and not otherwise defined herein are used as defined in the Indenture.



Section 2. Each Undersigned, by its execution
of this Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable
to Guarantors, including, but not limited to, Article 10 thereof. [Specify % to be guaranteed, if less than 100%.]



Section 3. This Supplemental Indenture shall
be governed by, and construed in accordance with, the laws of the State of New York.



Section 4. This Supplemental Indenture may
be signed in various counterparts which together will constitute one and the same instrument.



Section 5. This Supplemental Indenture is
an amendment supplemental to the Indenture, and the Indenture and this Supplemental Indenture will henceforth be read together.



Section 6. The Trustee makes no representation
or warranty as to the validity or sufficiency of this Supplemental Indenture or the recitals contained herein.



2







IN WITNESS WHEREOF, the parties hereto have
caused this Supplemental Indenture to be duly executed as of the date first above written.



| | TAM CAPITAL 3 INC.,                                
| | ---------------------------------------------------
| | as the Company                                     
| |                                                    
| | By:                                                
| |                                                    
| |                                                    
| |                                                    
| | By:                                                
| |                                                    
| |                                                    
| |                                                    
| | [ADDITIONAL GUARANTOR],                            
| | as Guarantor                                       
| |                                                    
| | By:                                                
| |                                                    
| |                                                    
| |                                                    
| | By:                                                
| |                                                    
| |                                                    
| |                                                    
| | THE BANK OF NEW YORK MELLON,                       
| | as Trustee, Registrar, Transfer Agent and Principal
| | Paying Agent                                       
| |                                                    
| | By:                                                
| |                                                    
| |                                                    



3







EXHIBIT C



FORM OF

TRANSFER NOTICE



FOR VALUE RECEIVED, the undersigned Holder
hereby sell(s), assign(s) and transfer(s) unto



Insert Taxpayer Identification No.












Please print or typewrite name and address, including postal
zip code, of assignee












this Note and all rights hereunder, hereby irrevocably constituting
and appointing



_________________________ attorney to transfer said Note on
the books of TAM Capital 3 Inc. with full power of substitution in the premises.














In connection with any transfer of this
Note occurring prior to the date [which is two years after the original issue date of the Notes,] 1 [which is on or
prior to the 40th day after the Closing Date (as defined in the Indenture governing the Notes),] 2 the undersigned confirms
that:



[Check one]



| |  ̈ | (a) | This Note is being transferred to a person whom the Holder reasonably believes is a qualified institutional buyer (as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), in a transaction meeting the requirement of Rule 144A;
| | - | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |     |                                                                                                                                                                                                                                                                            
| |  ̈ | (b) | This Note is being transferred in an offshore transaction in accordance with Rule 904 under the Securities Act;                                                                                                                                                            
| |   |     |                                                                                                                                                                                                                                                                            
| |  ̈ | (c) | This Note is being transferred pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available);                                                                                                                         
| |   |     |                                                                                                                                                                                                                                                                            
| |  ̈ | (d) | This Note is being transferred pursuant to an effective registration statement under the Securities Act; or                                                                                                                                                                
| |   |     |                                                                                                                                                                                                                                                                            
| |  ̈ | (e) | This Note is being transferred to TAM Capital 3 Inc.,                                                                                                                                                                                                                      










| | 1 | Include in Restricted Note.
| | - | ---------------------------



| | 2 | Include in Regulation S Note.
| | - | -----------------------------



1







in each of cases (a) through (e) above, in accordance with any
applicable securities laws of any State of the United States.



If none of the foregoing boxes is checked,
the Transfer Agent shall not be obligated to register this Note in the name of any Person other than the Holder hereof unless and
until the conditions to any such transfer of registration set forth herein and in Section 2.07 of the Indenture shall have been
satisfied.



|Date: |  | 
|----- |  | 



| |                                                                                                                                                                                                      
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | NOTICE: The signature to this assignment must correspond with the name as written upon the face of this instrument in every particular, without alteration, enlargement or any other change whatever.



2







EXHIBIT D



FORM OF CERTIFICATE

FOR TRANSFER FROM RESTRICTED GLOBAL

NOTE OR CERTIFICATED NOTE BEARING

A SECURITIES ACT LEGEND TO REGULATION S

GLOBAL NOTE OR CERTIFICATED NOTE

NOT BEARING A SECURITIES ACT LEGEND



The Bank of New York Mellon

101 Barclay Street, Floor 4 East

New York, New York 10286

Attn: Global Finance Americas



Re:        8.375% Senior Guaranteed Notes Due 2021
(the “Notes”)



Reference is hereby made to the Indenture,
dated June 3, 2011 (the “Indenture”), among TAM Capital 3 Inc., the Guarantors party thereto, The Bank of New
York Mellon, as Trustee, Registrar, Transfer Agent and Principal Paying Agent and The Bank of New York Mellon (Luxembourg) S.A.,
as Luxembourg Transfer Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.



This letter relates
to U.S.$__________ principal amount of Notes which are held in the form of [a beneficial interest in the Restricted Global Note
with the Depositary in the name of the undersigned] [a Certificated Note bearing a Securities Act Legend].



The undersigned has requested a transfer
of such [beneficial interest] [Certificated Note] to a Person who shall take delivery thereof in the form of [a beneficial interest
of equal principal amount in the Regulation S Global Note (CUSIP No. G86668 AA1, ISIN No. USG86668AA10) to be held with [Euroclear]
* [Clearstream, Luxembourg] 1 (Common Code No. 063360007) through the Depositary] [a Certificated Note of
equal principal amount not bearing a Securities Act Legend]. In connection with such transfer, the undersigned does hereby certify
that such transfer has been effected in accordance with the transfer restrictions set forth in the Indenture and the Notes and
pursuant to and in accordance with Rule 903 or 904 of Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities
Act”), and, accordingly, the undersigned further certifies that:



| | (1) | the offer of the Notes was not made to a U.S. Person (as defined under Regulations);
| | --- | ------------------------------------------------------------------------------------












1Indicate appropriate clearing system.



1







[(2)         at the time the buy order was originated,
the transferee was outside the United States or the undersigned and any Person acting on behalf of the undersigned reasonably believed
that the transferee was outside the United States;] 2



[(2)         the transaction was executed in, on
or through the facilities of a designated offshore securities market and neither the undersigned nor any Person acting on behalf
of the undersigned knows that the transaction was prearranged with a buyer in the United States;] 3



(3)          no directed
selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;



(4)          the undersigned
is not the Company, a distributor, an affiliate of either the Company or a distributor, or a Person acting on behalf of any of
the foregoing; and



(5)           the transaction
is not part of a plan or scheme to evade the registration requirements of the Securities Act.



This certificate and the statements contained
herein are made for your benefit and for the benefit of TAM Capital 3 Inc. Terms used in this certificate and not otherwise defined
in the Indenture have the meanings set forth in Regulation S.



| | [INSERT NAME OF TRANSFEROR]
| | ---------------------------
| |                            
| | By:                        
| |                            
| |                            



Dated: ____________________, __________



| | cc: | TAM Capital 3 Inc.
| | --- | ------------------












| | 2 | Insert one of the two provisions.
| | - | ---------------------------------



| | 3 | Insert one of the two provisions.
| | - | ---------------------------------



2







EXHIBIT E



FORM OF TRANSFER CERTIFICATE

FOR TRANSFER FROM REGULATION
S GLOBAL

NOTE OR CERTIFICATED
NOTE NOT BEARING

A SECURITIES ACT LEGEND TO
RESTRICTED GLOBAL

NOTE OR CERTIFICATED NOTE BEARING

A SECURITIES ACT LEGEND

(PRIOR TO 40TH DAY AFTER CLOSING DATE)



The Bank of New York Mellon

101 Barclay Street, Floor 4 East

New York, New York 10286

Attn: Global Finance Americas



Re:       8.375% Senior Guaranteed Notes Due 2021
(the “Notes”)



Reference is hereby made to the Indenture,
dated June 3, 2011 (the “Indenture”), among TAM Capital 3 Inc., the Guarantors party thereto, The Bank of New
York Mellon, as Trustee, Registrar, Transfer Agent and Principal Paying Agent and The Bank of New York Mellon (Luxembourg) S.A.,
as Luxembourg Transfer Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.



This letter relates to U.S.$________ principal
amount of Notes which are held in the form of [a beneficial interest in the Regulation S Global Note (CUSIP No. G86668 AA1, ISIN
No. USG86668AA10) with the Depositary in the name of the undersigned] [a Certificated Note not bearing the Securities Act Legend].



The undersigned has requested a transfer
of such [beneficial interest] [Certificated Note] to a Person who shall take delivery thereof in the form of [a beneficial interest
in the Restricted Global Note (CUSIP No. 87216V AA6) to be held through the Depositary] [a Certificated Note bearing the Securities
Act Legend]. In connection with such transfer, the undersigned does hereby confirm that such transfer has been effected in accordance
with the transfer restrictions set forth in the Indenture and the Notes and pursuant to and in accordance with Rule 144A under
the U.S. Securities Act of 1933, as amended, and accordingly, the undersigned represents that:



(1)       the Notes are
being transferred to a transferee that the undersigned reasonably believes is purchasing the Notes for its own account or one or
more accounts with respect to which the transferee exercises sole investment discretion; and



(2)       the transferee and any such account
is a “qualified institutional buyer” within the meaning of Rule 144A, in a transaction meeting the requirements of
Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction.



This certificate and the statements contained
herein are made for your benefit and for the benefit of TAM Capital 3 Inc.

1







| | [INSERT NAME OF TRANSFEROR]
| | ---------------------------
| |                            
| | By:                        
| |                            
| |                            



|Dated: | ____________________, __________ | 
|------ | -------------------------------- | 
|       |                                  | 
|cc:    | TAM Capital 3 Inc.               | 



2







EXHIBIT F



FORM OF CERTIFICATE FOR REMOVAL

OF THE SECURITIES ACT LEGEND ON A CERTIFICATED NOTE



The Bank of New York Mellon

101 Barclay Street, Floor 4 East

New York, New York 10286

Attn: Global Finance Americas



Re:       8.375% Senior Guaranteed Notes Due 2021
(the “Notes”)



Reference is hereby made to the Indenture,
dated June 3, 2011 (the “Indenture”), among TAM Capital 3 Inc., the Guarantors party thereto, The Bank of New
York Mellon, as Trustee, Registrar, Transfer Agent and Principal Paying Agent and The Bank of New York Mellon (Luxembourg) S.A.,
as Luxembourg Transfer Agent. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.



This letter relates to U.S. $________ principal
amount of Notes which are held in the form of [a beneficial interest in the Restricted Global Note (CUSIP No. 87216V AA6) with
the Depositary] [[a] Certificated Note(s) in the name of the undersigned.] 1



The undersigned has requested for the restrictive
Legend on the Certificated Note(s) to be removed.



In connection with such transfer, the undersigned
does hereby certify that such transfer has been effected only (i) in an offshore transaction in accordance with Rule 904 under
the Securities Act, (ii) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if
available) or (iii) pursuant to an effective registration statement under the Securities Act, in each of cases (i) through (iii)
in accordance with any applicable securities laws of any State of the United States.












1Indicate form in which Notes are
held.



3







This certificate and the statements contained
herein are made for your benefit and for the benefit of and TAM Capital 3 Inc.



| | [NAME OF UNDERSIGNED]
| | ---------------------
| |                      
| | By:                  
| |                      
| |                      



|Dated: | ____________________, __________ | 
|------ | -------------------------------- | 
|       |                                  | 
|cc:    | TAM Capital 3 Inc.               | 



4