**AMENDMENT
		No. 2 TO THE SECOND A320 FAMILY PURCHASE AGREEMENT**




**EXHIBIT
		4.1.1**





*Note:
		Confidential treatment has been requested for certain portions of this exhibit.
		The copy filed herewith omits the information subject to the confidential
		treatment request. Omissions are designated as ***. A complete
		version of this exhibit has been filed separately with the Securities and
		Exchange Commission.*










AMENDMENT
		No. 2










TO
		THE





SECOND
		A320 FAMILY PURCHASE AGREEMENT










BETWEEN









L A N
		AIRLINES S.A.











AND










AIRBUS
		S.A.S.










CCC.337.0055/05.






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---

**AMENDMENT
		No. 2 TO THE SECOND A320 FAMILY PURCHASE AGREEMENT**




**CONTENTS**




Clause
				
				Title1.
				SCOPE OF
					 THE AMENDMENT
				
				52.
				AMENDMENT
					 No. 2 AIRCRAFT
				
				53.
				[***]
					 CERTAIN GENERAL TERMS AND CONDITIONS OF THE SECOND A320 FAMILY PURCHASE
					 AGREEMENT
				
				53.1
				[***]
					 Aircraft Specifications (Clause 1 of the Purchase Agreement)

				
				53.2
				[***]
					 Aircraft Basic Prices (Clause 3 of the Purchase Agreement)
				
				83.3
				[***]
					 Aircraft
					 Price Revision (Clause 4 of the Purchase Agreement)
				
				103.4
				[***]
					 Payment Terms (Clause 5 of the Purchase Agreement)
				
				113.5
				Update
					 of Delivery Schedule
				
				143.6
				[***]
					 Training (Clause 16 of the Purchase Agreement)
				
				154.
				EFFECT
					 OF THE AMENDMENT
				
				18




**C
		O N T E N T S**





**ANNEX**
				

				**TITLES**Annex
					 A
				
				SPECIFICATIONAppendix
					 1  A318 SCN
					 ListAppendix
					 2  A319 SCN ListAppendix
					 3  A320 SCN ListAnnex
					 B
				
				Appendix
					 1 SELLER PRICE REVISION FORMULAAppendix
					 2 IAE PRICE REVISION FORMULAAppendix
					 3 CFM PRICE REVISION FORMULA


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   **AMENDMENT
			 No. 2****TO
			 THE SECOND****A320
			 FAMILY PURCHASE AGREEMENT**


This
		Amendment No. 2 to the Second A320 Family Purchase Agreement dated the 20th day
		of March 1998 is entered into as of October 4, 2005, by and
		between




AIRBUS
		SAS (formerly known as AIRBUS GIE), having its principal office at
		:





1
		Rond-Point Maurice Bellonte





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





F R A N
		C E




(hereinafter
		referred to as the Seller) of the one part




AND




LAN
		AIRLINES S.A. HAVING
		ITS PRINCIPAL OFFICE AT :





Edificio
		Huidobro





Avenida
		Presidente Riesco 5711- 20 th Floor





Las
		Condes





S A N T
		I A G O





C H I L
		E




(hereinafter
		referred to as the Buyer) of the other part.




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   **AMENDMENT
			 No. 2****TO
			 THE SECOND****A320
			 FAMILY PURCHASE AGREEMENT**


WHEREAS





A
		-  The
		Buyer and the Seller entered into a Purchase Agreement dated March 20th, 1998
		covering the purchase by the Buyer and the sale by the Seller of twenty (20)
		A320 Family Aircraft designated No. 1 to No. 20 (the A320 Family Purchase
		Agreement).





B-  The
		Buyer and the Seller entered into an Amendment No.1 to the A320 Family Purchase
		Agreement (the Amendment No. 1) on the 24 th of
		February 2000 [***] .





C
		-  The
		Buyer and the Seller entered into a Deed of Amendment and Restatement of the
		A320 Family Purchase Agreement (the Deed of Amendment and Restatement of
		the A320 Family Purchase Agreement) dated the 2 nd of
		August 2000, splitting the A320 Family Purchase Agreement into the First A320
		Family Purchase Agreement, and the Second A320 Family Purchase Agreement which
		latter agreement, as from time to time amended by and supplemented with all
		Exhibits, Appendices, Letter Agreements and amendments, is hereinafter called
		the Second A320 Family Purchase Agreement or the Purchase
		Agreement)





D
		-  The
		Buyer and the Seller wish to enter into an Amendment No. 2 to the Purchase
		Agreement to cover the purchase by the Buyer and the sale by the Seller of
		twenty five (25) additional firm Aircraft of the A318-100, A319-200 and
		A320-200 type (the 2005 Transaction).





E-  Capitalized
		terms used herein and not otherwise defined in this Amendment No. 2 will have
		the meanings assigned to them in the Purchase Agreement. The terms
		herein, hereof, and hereunder and words of
		similar import refer to this Amendment No. 2.





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   **AMENDMENT
			 No. 2****TO
			 THE SECOND****A320
			 FAMILY PURCHASE AGREEMENT**





**1.**

			 **SCOPE
				  OF THE AMENDMENT**





The
		scope of this Amendment No. 2 is to define the specific terms and conditions
		upon which the Buyer shall buy and take delivery of twenty-five (25) additional
		Aircraft comprising twenty (20) A318, four (4) A320 and one (1) A319
		(collectively referred to as the Amendment No. 2
		Aircraft).





This
		Amendment No. 2 also updates, modifies and supplement certain terms and
		conditions of the Purchase Agreement as those terms and conditions shall apply
		to both the Aircraft firmly ordered prior to and remaining to be delivered as
		of the date of this Amendment No. 2 (the Backlog Aircraft) and the
		Amendment No. 2 Aircraft.




**2.**

			 **AMENDMENT
				  No. 2 AIRCRAFT**





The sale
		by the Seller, and the purchase by the Buyer, of the Amendment No. 2 Aircraft
		shall be governed by the provisions of the Purchase Agreement as modified,
		updated and supplemented by this Amendment N°2.




**3.**

			 **[***]
				  CERTAIN GENERAL TERMS AND CONDITIONS OF THE SECOND A320 FAMILY PURCHASE
				  AGREEMENT**





With
		respect to the [***] , the
		Buyer and the Seller agree to update the Purchase Agreement in so far as it
		relates to Aircraft Standard Specifications, Aircraft Basic Prices and
		escalation formulae to take into account certain changes in policy between the
		Seller and the Propulsion Systems Manufacturer and the evolutions of the
		Standard Specifications achieved between the [***] .








**3.1**
			 **[***]
				  Aircraft Specifications****(Clause 1 of the Purchase Agreement)**





With
		respect to the [***] Aircraft, the provisions contained in Clause 1.2 and 1.3 of the Purchase
		Agreement are hereby cancelled and replaced by the following quoted
		provisions:




**QUOTE**




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   **AMENDMENT
			 No. 2****TO
			 THE SECOND****A320
			 FAMILY PURCHASE AGREEMENT**


*1.2.1*
			 *The
				  Aircraft shall be manufactured in accordance with:*





-
			 *For
				  the A318-100**,
				  the Standard Specification Document P.000.01000, Issue 2, dated January 31,
				  2005 amended to include the following design weights: MTOW: 63t / MLW: 57.5t /
				  MZFW: 54.5t, a copy of which has been initialed on its effective pages for the
				  purpose of identification by or on behalf of the parties and is annexed hereto
				  as Exhibit A (as amended by Annex A of Amendment No.
				  2).*





-
			 *For
				  the A319-100**,
				  the Standard Specification Document N**°**J.000.01000, Issue 5 dated January 31**st**,
				  2005 with the following design weights: MTOW: 75.5 tons, MLW: 62.5 tons, MZFW:
				  58.5 tons, a copy of which has been initialed on its effective pages for the
				  purpose of identification by or on behalf of the parties and is annexed hereto
				  as Exhibit A (as amended by Annex A of Amendment No.
				  2).*





*-*

			 *For
				  the A320-200**,
				  the Standard Specification Document N**°**D.000.02000, Issue 6 dated January 31**st**2005 with the following design weights: MTOW: 77 tons, MLW: 64.5 tons,
				  MZFW: 61 tons, a copy of which has been initialed on its effective pages for
				  the purpose of identification by or on behalf of the parties and is annexed
				  hereto as Exhibit A(as amended by Annex A of Amendment No.
				  2).*




*Said
		Standard Specifications as modified by the Specification Change Notices (SCNs)
		to be selected prior to signature of this Agreement, as amended from time to
		time, shall constitute the Buyers detailed Specification and is
		hereinafter referred to as the Specification.*


*Said
		SCNs are listed in Appendix 1 to Exhibit A for the A318-100, Appendix 2 to
		Exhibit A for the A319-100 and Appendix 3 to Exhibit A for the A320-200 (as
		amended by this Amendment No. 2).*





*The
		SCN form is annexed hereto as Exhibit B.*





*1.2.2*  *The
		Specification may be modified or varied pursuant to the provisions of Clauses
		2, 7 and 18.*





*1.2.3*  *In
		the event of any inconsistency between the Specification and any other part of
		this Agreement, the latter shall prevail to the extent of such
		inconsistency.*




*1.3.1*  *Propulsion
		Systems*




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  **AMENDMENT
				No. 2****TO
				THE SECOND****A320
				FAMILY PURCHASE AGREEMENT**


*The
		Aircraft can be equipped with a set of two (2) engines:(the Propulsion
		Systems)*





*-* *For
		the A318-100* *:*





*C* *FM
		INTERNATIONAL* *CFM
		56-5B9*  *(23,300
		lbs)*


*or*


*PRATT
		& WHITNEY* *PW
		6122*   *(22,100
		lbs).*




*-* *For
		the A319-100* *:*





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


*or*


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





*-* *For
		the A320-200* *:*





*CFM
		INTERNATIONAL 56-5B4P*  *(27,000
		lb)*


*or*


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





*1.3.2*  *Propulsion
		System Manufacturer Selection*





*The
		following Propulsion Systems have been selected by the Buyer:*





*-* *For
		the A318-100* *:* *PRATT
		& WHITNEY* *PW
		6122*





*-* *For
		the A319-100* *:* *INTERNATIONAL
		AERO ENGINE V2524-A5*





*-* *For
		the A320-200* *:* *INTERNATIONAL
		AERO ENGINE V2527E-A5*





The
		Buyer shall have the right to select the alternate Propulsion Systems
		Manufacturer, in each case as mentioned in the above sub-Clause 1.3.1. for all
		or any of the Aircraft at any time, provided that such selection is notified in
		writing to the Seller not less than [***] prior
		to the delivery of the relevant Aircraft and it being understood that it shall
		be the sole responsibility of the Buyer to inform, negotiate and conclude a
		settlement with the Propulsion Systems Manufacturer initially selected by the
		Buyer.





**UNQUOTE**


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**AMENDMENT
		No. 2****TO
		THE SECOND****A320
		FAMILY PURCHASE AGREEMENT**




**3.2**
			 **[***]
				  Aircraft Basic Prices****(Clause 3 of the Purchase Agreement)**





With
		respect to [***] Aircraft, the provisions contained in Clause 3.1 and 3.2 of the Purchase
		Agreement are hereby cancelled and replaced by the following quoted
		provisions:





**QUOTE**




*3.1*

			 ***Aircraft
				  Basic Price***  *3.1.1*
			 *A318
				Aircraft*





*The
		A318 Aircraft Basic Price is the sum of:*





(i)

			 [***]  (ii)

			 [***]




*3.1.2*

			 *A319
				  Aircraft / A320 Aircraft*





*The
		Aircraft Basic Price is the sum of:*





*(i)*
			 [***]  (ii)

			 [***]





*3.1.2.1*

			 *Airframe
				  Basic Price*





*The
		Airframe Basic Price is the sum of:*




(i)
				[***]  *(ii)*

				[***]


*3.1.2.2*
			 *Propulsion
				  Systems Basic Price*





*The
		basic price of a set of two (2) Propulsion Systems including standard equipment
		is:*





*For
		the A319-100 Aircraft*





*-
		With INTERNATIONAL AERO ENGINES IAE V2524-A5:*





*[***]*




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  **AMENDMENT
		  No. 2****TO
		  THE SECOND****A320
		  FAMILY PURCHASE AGREEMENT**


*-
		With CFM INTERNATIONAL Engines CFMI 56-5B6 /P*





[***]





*For
		the A320-200 Aircraft*





*With
		INTERNATIONAL AERO ENGINES IAE V2527E-A5:*





*[***]*





*With
		CFM INTERNATIONAL Engines CFMI 5 B4 /P*





*[***]*





*The
		above Propulsion Systems Basic Prices have been established in accordance with
		the delivery conditions prevailing in [***] and have been calculated from the
		Propulsion Systems Reference Prices referred to in sub-Clause
		4.2.*





*The
		above Propulsion Systems Reference Prices are subject to adjustment in
		accordance with the relevant Propulsion Systems Manufacturers Price
		Revision Formula referred to in sub-Clause 4.2.*





*3.1.3*  *Validity
		of Propulsion Systems Prices*





*It
		is understood that the above Propulsion Systems Basic Prices as well as Price
		Revision Formula concerning the Propulsion Systems and related equipment are
		based upon information received from the Propulsion Systems
		Manufacturers.*





*3.2*  ***Final
		Price***





*3.2.1* *A318
		Aircraft*





*The
		Final Price of each A318 Aircraft shall be the sum of:*





*(i)* *the
		Aircraft Basic Price as revised as of the Delivery Date in accordance with
		Clause 4; plus*





*(ii)* *the
		aggregate of all increases or decreases to the Aircraft Basic Price as agreed
		in any Specification Change Notice or part thereof applicable to the Aircraft
		subsequent to the date of this Agreement as revised as of the Delivery Date in
		accordance with Clause 4.*




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		  No. 2****TO
		  THE SECOND****A320
		  FAMILY PURCHASE AGREEMENT**


*3.2.2* *A319/A320
		Aircraft*




*The
		Final Price of each A319 Aircraft or A320 Aircraft shall be the sum
		of:*





*(i)* *the
		Airframe Basic Price as revised as of the Delivery Date in accordance with
		Clause 4; plus*





*(ii)* *the
		aggregate of all increases or decreases to the Airframe Basic Price as agreed
		in any Specification Change Notice or part thereof applicable to the Airframe
		subsequent to the date of this Agreement as revised as of the Delivery Date in
		accordance with Clause 4; plus*





*(iii)* *the
		Propulsion Systems Reference Price as revised as of the Delivery Date in
		accordance with Clause 4.2; plus*





*(iv)* *the
		aggregate of all increases or decreases to the Propulsion Systems Reference
		Price as agreed in any Specification Change Notice or part thereof applicable
		to the Propulsion Systems subsequent to the date of this Agreement as revised
		as of the Delivery Date in accordance with Clause 4.2.*





**UNQUOTE**




**3.3**
			 **[***]
				  Aircraft Price Revision****(Clause 4 of the Purchase Agreement)**





With
		respect to the [***] Aircraft, the provisions contained in Clause 4 of the Purchase Agreement are
		hereby cancelled and replaced by the following quoted provisions:





**QUOTE**





*4.* ***PRICE
		REVISION***





*4.1* ***Sellers
		Price Revision***





*The
		A318 Aircraft Basic Price and the A319 and A320 Airframe Basic Price are
		subject to revision in accordance with the Sellers Price Revision Formula
		up to and including the Delivery Date as set forth in Appendix 1 of Annex B of
		Amendment No. 2.*




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  **AMENDMENT
		  No. 2****TO
		  THE SECOND****A320
		  FAMILY PURCHASE AGREEMENT**




*4.2* *Propulsion
		Systems Reference Price Revision*





*4.2.1.* *The
		Propulsion Systems Reference Price is subject to revision in accordance with
		the Propulsion Systems Price Revision Formula up to and including the Delivery
		Date, as set forth in Appendix 2 and Appendix 3 of Annex B* *of
		Amendment No. 2* *.*





*4.2.2* *Modification
		of Propulsion Systems Reference Price and Propulsion Systems Price Revision
		Formula*





*The
		Propulsion Systems Reference Price, the prices of the related equipment and the
		Propulsion Systems Price Revision Formula are based on information received
		from the Propulsions Systems Manufacturer and are subject to amendment by the
		Propulsion Systems Manufacturer at any time prior to the Delivery Date. If the
		Propulsion Systems Manufacturer makes any such amendment, the amendment shall
		be automatically incorporated into this Agreement and the Propulsion Systems
		Reference Price, the prices of the related equipment and the Propulsion Systems
		Price Revision Formula shall be adjusted accordingly. The Seller agrees to
		notify the Buyer as soon as it receives notice of any such amendment from the
		Propulsion Systems Manufacturer.*





**UNQUOTE**








**3.4**
			 **[***]
				  Payment Terms (Clause 5 of the Purchase Agreement)**








3.4.1
			 With
				  respect to[***]Aircraft and except as set forth in Paragraph 3.4.2 below, Clause 5 of the
				  Purchase Agreement shall continue to apply with the following
				  changes:





I.  Sellers
		account stated in Clause 5.1 of the Purchase Agreement shall be replaced with
		the following account:





Account
		identification:   [***]





with:


[***]





II.  the
		definition of N in the formula defining the Predelivery Payment Reference Price
		set forth in Clause 5.2.1.1 of the Purchase Agreement shall be replaced with
		the following definition:





N:  [***]


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		  No. 2****TO
		  THE SECOND****A320
		  FAMILY PURCHASE AGREEMENT**






III.
			 [***].





IV.  Set-Off
		and Suspension provisions shall be included as sub-Clause 5.4.5 and 5.4.6 as
		follows:





**QUOTE**





*5.4.5* *Set-Off*




Notwithstanding
		any other rights the Seller may have at contract or at law, the Buyer and the
		Seller hereby agree that should any material and undisputed amount in relation
		to the Amendment No. 2 Aircraft become due and payable by the Buyer or its
		Affiliates, and not be paid in full in immediately available funds on the date
		due, then the Seller will have the right to debit and apply, in whole or in
		part, the Predelivery Payments paid in connection with the Amendment No. 2
		Aircraft to the Seller by the Buyer against such unpaid amount provided
		that it is
		agreed by the Seller that such foregoing right to debit and apply, in whole or
		in part, the Predelivery Payments made in respect of any Amendment No. 2
		Aircraft [***] .




*The
		Seller will promptly notify the Buyer in writing after such debiting and
		application, and the Buyer will promptly following receipt of such notification
		by the Seller pay to the Seller the amount required to comply with Clause 5 of
		the Purchase Agreement.*




*5.4.6* *Suspension*





Notwithstanding
		any other rights the Seller may have at contract or at law, the Buyer and the
		Seller hereby agree that if at any time when an Insolvency Event has occurred
		and is continuing or the Seller is at the relevant time reasonably of the view
		that an Insolvency Event is likely to occur, any amount is then due and payable
		by the Seller to the Buyer under this Purchase Agreement and at such time any
		amount (whether under this Purchase Agreement or under any other agreement
		between the Buyer and the Seller and whether at the stated maturity of such
		amount, by acceleration or otherwise) is due and payable by the Buyer or its
		Affiliates to the Seller, and the Buyer has not notified the Seller that it
		disputes its liability or the liability of its Affiliates, as the case may be,
		in relation to such amount (either in whole or in part), then the Seller will
		have the right to suspend payment of any such amount owed by the Seller to the
		Buyer (up to a maximum amount equal to




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  **AMENDMENT
		  No. 2****TO
		  THE SECOND****A320
		  FAMILY PURCHASE AGREEMENT**


the
		aforesaid amount due and payable by the Buyer or its Affiliates to the Seller)
		until such time as such amount is paid by, or on behalf of, the Buyer or its
		Affiliates, as the case may be, [***].





*The
		Seller will promptly notify the Buyer in writing after such retention is made.
		The right of the Seller to retain any amounts owed by the Seller to the Buyer
		shall terminate once the due obligations of the Buyer have been
		discharged.* **





*For
		the purposes of this Clause 5.4.6, Insolvency Event means the
		occurrence of any of the following: (a) the Buyer is unable or admits inability
		to pay its debts as they fall due, suspends making payments on any of its debts
		or, by reason of actual or anticipated financial difficulties, commences
		negotiations with one or more of its creditors with a view to rescheduling any
		of its indebtedness; or (b) any corporate action, legal proceedings or other
		procedure or step is taken in relation to: (i) the suspension of payments, a
		moratorium of any indebtedness, winding-up, dissolution, administration or
		reorganisation (by way of voluntary arrangement, scheme of arrangement or
		otherwise) of the Buyer other than a solvent liquidation or reorganisation of
		the Buyer; or (ii) the appointment of a liquidator (other than in respect of a
		solvent liquidation of a member of the Buyer), receiver, administrator,
		administrative receiver, compulsory manager or other similar officer in respect
		of the Buyer.*





**UNQUOTE**








**3.4.2**
			 With
				  respect to the A318 Aircraft only,the
				  Predelivery Payment schedule set forth in Clause 5.2.1.2 of the Purchase
				  Agreementshall be
				  cancelled and replaced by the followingPredelivery
				  Payment schedule:





*Due
				  Date Of Payments*
			 *Percentage
				  Of Predelivery*
				*Payment
				  Reference Price*





*Upon
				  signature of this Agreement*
			 [***]*On
				  the first day of each of the following months*
				*prior
				  to the Scheduled Delivery Month*[***]*months*
			 [***][***]*months*
			 [***]




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  **AMENDMENT
		  No. 2****TO
		  THE SECOND****A320
		  FAMILY PURCHASE AGREEMENT**




[***]*months*
			 [***]*____________________________*

				*Total
				  Payment prior to Delivery*
			 [***]





The
		Seller acknowledges that it has received from the Buyer a deposit in an amount
		of US$ [***] for
		each of the [***] Aircraft, such deposit to be credited against the first pre-delivery
		payment.





**3.5**
			 **Update
				  of Delivery Schedule**




The
		Buyer and the Seller agree to update the delivery schedule to include the
		Amendment No. 2 Aircraft and re-rank the contractual number of both the Backlog
		Aircraft and the Amendment No. 2 Aircraft in a chronological order. Therefore,
		with respect to the Backlog Aircraft and the Amendment No. 2 Aircraft, the
		provisions contained in sub-Clause 9.1 of the Purchase Agreement are hereby
		cancelled and replaced by the following quoted provisions:





**QUOTE**





9.1 Delivery
		Schedule





Subject
		to the provisions of Clauses 2, 7, 8.2, 10 and 18 the Seller shall have the
		Aircraft ready for delivery at the Aircraft final assembly line in accordance
		with the following delivery schedule:





**Aircraft
				  No**
			 
			 **Aircraft
				  Origin**
			 
			 **Delivery
				  Date**
			 
			 **Aircraft
				  Type**1
			 
			 Backlog
				  Aircraft
			 
			 [***]
			 
			 A3192
			 
			 Backlog
				  Aircraft
			 
			 [***]
			 
			 A3193
			 
			 Backlog
				  Aircraft
			 
			 [***]
			 
			 A3194
			 
			 Backlog
				  Aircraft
			 
			 [***]
			 
			 A3195
			 
			 Backlog
				  Aircraft
			 
			 [***]
			 
			 A3196
			 
			 Amendment
				  No. 2 Aircraft
			 
			 [***]
			 
			 A3197
			 
			 Amendment
				  No. 2 Aircraft
			 
			 [***]
			 
			 A3188
			 
			 Amendment
				  No. 2 Aircraft
			 
			 [***]
			 
			 A3189
			 
			 Amendment
				  No. 2 Aircraft
			 
			 [***]
			 
			 A31810
			 
			 Amendment
				  No. 2 Aircraft
			 
			 [***]
			 
			 A31811
			 
			 Amendment
				  No. 2 Aircraft
			 
			 [***]
			 
			 A31812
			 
			 Amendment
				  No. 2 Aircraft
			 
			 [***]
			 
			 A31813
			 
			 Amendment
				  No. 2 Aircraft
			 
			 [***]
			 
			 A31814
			 
			 Amendment
				  No. 2 Aircraft
			 
			 [***]
			 
			 A31815
			 
			 Amendment
				  No. 2 Aircraft
			 
			 [***]
			 
			 A31816
			 
			 Amendment
				  No. 2 Aircraft
			 
			 [***]
			 
			 A318




A320F -
				LAN - AMDT 2 - Second A320 Family PA - 10/2005
  14/30
  **AMENDMENT
		  No. 2****TO
		  THE SECOND****A320
		  FAMILY PURCHASE AGREEMENT**




17
			 
			 Amendment
				  No. 2 Aircraft
			 
			 [***]
			 
			 A32018
			 
			 Amendment
				  No. 2 Aircraft
			 
			 [***]
			 
			 A32019
			 
			 Amendment
				  No. 2 Aircraft
			 
			 [***]
			 
			 A32020
			 
			 Amendment
				  No. 2 Aircraft
			 
			 [***]
			 
			 A32021
			 
			 Amendment
				  No. 2 Aircraft
			 
			 [***]
			 
			 A31822
			 
			 Amendment
				  No. 2 Aircraft
			 
			 [***]
			 
			 A31823
			 
			 Amendment
				  No. 2 Aircraft
			 
			 [***]
			 
			 A31824
			 
			 Amendment
				  No. 2 Aircraft
			 
			 [***]
			 
			 A31825
			 
			 Amendment
				  No. 2 Aircraft
			 
			 [***]
			 
			 A31826
			 
			 Amendment
				  No. 2 Aircraft
			 
			 [***]
			 
			 A31827
			 
			 Amendment
				  No. 2 Aircraft
			 
			 [***]
			 
			 A31828
			 
			 Amendment
				  No. 2 Aircraft
			 
			 [***]
			 
			 A31829
			 
			 Amendment
				  No. 2 Aircraft
			 
			 [***]
			 
			 A31830
			 
			 Amendment
				  No. 2 Aircraft
			 
			 [***]
			 
			 A318





[***]





For
		those Aircraft for which a delivery quarter is indicated in the above schedule,
		the Seller shall notify the Buyer, no later than [***] prior
		to the first month of the concerned delivery quarter, the delivery month in
		respect of any such Aircraft. The Seller agrees that such delivery month shall
		fall within the first two months of a delivery quarter.





**UNQUOTE**








**3.6**
			 **[***]
				  Training (Clause 16 of the Purchase Agreement)**





To the
		extent that the same relates to [***] Aircraft, Clause 16.3 of the Purchase Agreement shall be cancelled and replaced
		as follows:





**QUOTE**





**16.3** **Training
		Courses Execution**





**16.3.1**
			 **Flight
				  Crew Training Course**





16.3.1.1
			 The
				  Seller shall perform a flight crew training course program (standard transition
				  course or a cross crew qualification program as applicable) for a total of[***]of the
				  Buyers flight crews, each of which shall consist of one (1) captain and
				  one (1) first officer. The training manual used shall be the Sellers
				  Flight Crew Operating Manual (FCOM), except for base Flight training, for which
				  the Buyers customized FCOM shall be used.




A320F -
				LAN - AMDT 2 - Second A320 Family PA - 10/2005
  15/30
  **AMENDMENT
		  No. 2****TO
		  THE SECOND****A320
		  FAMILY PURCHASE AGREEMENT**


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





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





**16.3.2** **Flight
		Crew Line Initial Operating Experience**





To
				  assist the Buyer with initial operating experience for its new operation in
				  Argentina, the Seller shall provide to the Buyer pilot instructor(s) free of
				  charge for a period of[***]pilot
				  instructor months (number of pilots present at the same time to be mutually
				  agreed). The Buyer shall reimburse the expenses for each such instructor in
				  accordance with Clause 16.2.2. Additional pilot instructors can be provided at
				  the Buyers expense and upon conditions to be mutually agreed
				  upon.





**16.3.3** **Maintenance
		Training**





The
		Seller shall provide to the Buyer [***] trainee
		days of maintenance training free of charge for the Buyers personnel.





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





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





Within
		the above trainee days allowance, the number of Engine Run-up courses shall be
		limited to [***] trainees per Amendment No. 2 Aircraft and to a maximum of [***] courses
		in total.





The
		Buyer shall provide the Seller with an attendance list of trainees at the
		latest one (1) month before the start of the training course.


A320F -
				LAN - AMDT 2 - Second A320 Family PA - 10/2005
  16/30
  **AMENDMENT
		  No. 2****TO
		  THE SECOND****A320
		  FAMILY PURCHASE AGREEMENT**




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





In the
		event of practical training on aircraft being requested by the Buyer, such
		practical training can be organized with the assistance of the Seller, in
		accordance with Clause 16.3.4.





**16.3.4**
			 **Practical
				  Training on Aircraft**





If the
				  practical training does not need to be covered by an EASA - Part 147 (or
				  equivalent) certificate, the Seller may assist the Buyer in organizing such
				  practical training on aircraft, at the Buyers expense.





In the
				  event of the Buyer requiring a full EASA - Part 147 certificate from the
				  Seller, the practical training on aircraft shall be conducted by the Seller, at
				  the Buyers expense, in a EASA - Part 145 facility approved and selected
				  by the Seller.





In the
				  event of the Buyer requiring such practical training to be conducted at the
				  Buyers EASA - Part 145 (or equivalent) approved facilities, such training
				  shall be subject to prior approval by the Seller of the facilities at which the
				  training is to be conducted.





The
				  provision of an instructor by the Seller for the practical training shall be
				  deducted from the trainee days allowance defined in Clause 16.3.3 above,
				  subject to the conditions detailed in Clause 16.3.7 below.





The
				  Buyer shall reimburse the expenses for said instructor(s) in accordance with
				  Clause 16.2.2.








**16.3.4** **Performance
		/ Operations Course**





The
		Seller shall provide [***] trainee
		days of performance / operations training free of charge for the Buyers
		personnel. The above trainee days shall be used solely for the
		performance/operations training courses as defined in the Sellers
		applicable Training Course Catalog.




**16.3.5**
			 **Transition
				  Type Rating Instructor (TRI) Course**





The
		Seller shall provide transition type rating instructor (TRI) training (transition
		or CCQ, as applicable) free of charge for [***] of the
		Buyers flight instructors. This
		course provides the Buyers instructors with the


A320F -
			 LAN - AMDT 2 - Second A320 Family PA - 10/2005
  17/30




**AMENDMENT
		No. 2****TO
		THE SECOND****A320
		FAMILY PURCHASE AGREEMENT**


training
		in flight instruction and synthetic instruction required to instruct on Airbus
		aircraft.





**16.3.6**
			 During
				  any and all flights performed in accordance with this Clause 16.3, the Buyer
				  shall bear full responsibility for the aircraft upon which the flight is
				  performed, including but not limited to any required maintenance, all expenses
				  such as fuel, oil or landing fees and the provision of insurance in line with
				  Clause 16.6.





**16.3.7** **Trainee
		days accounting**





Trainee
				  days are counted as follows:





-
			 For
				  instruction at the Sellers Training Centers or Affiliated Training
				  Centers : one (1) day of instruction for one (1) trainee equals one (1) trainee
				  day. The number of trainees originally registered at the beginning of the
				  course shall be counted as the number of trainees to have taken the
				  course.





-
			 For
				  instruction outside of the Sellers Training Centers or Affiliated
				  Training Centers : one (1) day of instruction by one (1) Seller instructor
				  equals the actual number of trainees attending the course or a minimum of[***]trainee
				  days.





-
			 For
				  practical training, one (1) day of instruction by one (1) Seller instructor
				  equals the actual number of trainees attending the course or a minimum of[***]trainee
				  days.





-
			 In the
				  event of training being provided outside of t he Sellers Training Centers
				  or Affiliated Training Centers specifically at the Sellers request,
				  Paragraph 3.1 hereabove shall be applicable to the trainee days accounting for
				  such training.




**16.3.8** **Supplier
		and Propulsion System Manufacturer Training**





Upon the
				  Buyers request, the Seller shall provide to the Buyer the list of the
				  maintenance and overhaul training courses (the Supplier Training
				  Catalog) provided by major Suppliers and the applicable Propulsion
				  Systems Manufacturer on their products.





**UNQUOTE**





**4.**  **EFFECT
		OF THE AMENDMENT**




A320F -
				LAN - AMDT 2 - Second A320 Family PA - 10/2005
  18/30
  **AMENDMENT
		  No. 2****TO
		  THE SECOND****A320
		  FAMILY PURCHASE AGREEMENT**


4.1 This
		Amendment No. 2 and the accompanying Letter Agreements contain the entire
		agreement between the parties with respect to the subject matter hereof and
		supersede any previous understanding, commitments or representations
		whatsoever, whether oral or written.





4.2 The
		Second A320 Purchase Agreement will be deemed amended to the extent provided in
		this Amendment No. 2 and the accompanying Letter Agreements and, except as
		specifically amended hereby, will continue in full force and effect in
		accordance with its original terms. Both parties agree that this Amendment No.
		2 and the accompanying Letter Agreements will constitute an integral,
		nonseverable part of the Second A320 Purchase Agreement and be governed by its
		provisions, except that if the Second A320 Purchase Agreement and this
		Amendment No. 2 have specific provisions that are inconsistent, the specific
		provisions contained in this Amendment No. 2 will govern to the extent of such
		inconsistency.





A320F -
				LAN - AMDT 2 - Second A320 Family PA - 10/2005
  19/30
  **AMENDMENT
		  No. 2****TO
		  THE SECOND****A320
		  FAMILY PURCHASE AGREEMENT**


This
		Amendment No. 2 has been executed in two (2) original specimens which are in
		English.





**IN
		WITNESS WHEREOF** this
		Amendment No. 2 to the Second A320 Family Purchase Agreement was duly entered
		into the day and year first above written.




For and
					 on behalf of
				
				For and
					 on behalf of**LAN
					 AIRLINES S.A.**
				
				**AIRBUS
					 S. A. S.**Name
					 :
				
				Name :Title
					 :
				
				Title :




A320F -
				  LAN - AMDT 2 - Second A320 Family PA - 10/2005
  20/30




**ANNEX
					 A**
				  **STANDARD
						SPECIFICATION**




STANDARD
		SPECIFICATION




The A318
		Standard Specification, A319 Standard Specification and A320 Standard
		Specification are contained in a separate folder which has been separately
		delivered





A320F -
			 LAN - AMDT 2 - Second A320 Family PA - 10/2005
  21/30




**ANNEX
						A**
					 **STANDARD
						  SPECIFICATION**




Appendix
		1








A318
		SCNs List




A320F -
				LAN - AMDT 2 - Second A320 Family PA - 10/2005
  22/30
  **ANNEX
						  A**
						**STANDARD
							 SPECIFICATION**


A320F -
			 LAN - AMDT 2 - Second A320 Family PA - 10/2005
  23/30




**ANNEX
						A**
					 **STANDARD
						  SPECIFICATION**




Appendix
		2




A319
		SCNs List


A320F -
			 LAN - AMDT 2 - Second A320 Family PA - 10/2005
  24/30




**ANNEX
						A**
					 **STANDARD
						  SPECIFICATION**




A320F -
			 LAN - AMDT 2 - Second A320 Family PA - 10/2005
  25/30




**ANNEX
						A**
					 **STANDARD
						  SPECIFICATION**




Appendix
		3




A320
		SCNs List




A320F -
				LAN - AMDT 2 - Second A320 Family PA - 10/2005
  26/30
  **ANNEX
						  A**
						**STANDARD
							 SPECIFICATION**
  A320F -
				LAN - AMDT 2 - Second A320 Family PA - 10/2005
  27/30
  **ANNEX
						  B**
						**PRICE
							 REVISION FORMULA**
  Appendix
		  1





**SELLERS
		PRICE REVISION FORMULA**





**1**
			 [***]


**2**
			 [***]  **3**
			 [***]  **4**
			 [***]  **5**
			 [***]


5.1
			 [***]  5.2
			 [***]




5.3
			 [***]




A320F -
				LAN - AMDT 2 - Second A320 Family PA - 10/2005
  28/30
  **ANNEX
						  B**
						**PRICE
							 REVISION FORMULA**
  Appendix
				  2




**PROPULSION
		SYSTEMS PRICE REVISION FORMULA**





**INTERNATIONAL
		AERO ENGINES**





**1**

			 [***]  2

			 [***]  **3**
			 [***]  **4**
			 [***]


**5.**
			 [***]




5.1
			 [***]





5.2
			 [***]





5.3
			 [***]





5.4
			 [***]




A320F -
				LAN - AMDT 2 - Second A320 Family PA - 10/2005
  29/30
  **ANNEX
						  B**
						**PRICE
							 REVISION FORMULA**


Appendix
		3








**PROPULSION
		SYSTEMS PRICE REVISION FORMULA**





**CFM
		INTERNATIONAL**




**1**

				[***]  2

				[***]  **3**

				[***]  **4**

				[***]
 **5**
				[***]
  5.1
				[***]
 
 5.2
				[***]
 
 5.3
				[***]
 
 5.4
				[***]


A320F -
				  LAN - AMDT 2 - Second A320 Family PA - 10/2005
  30/30


**AMENDMENT
		  No. 3**  **TO
		  THE FIRST** **A320
		  FAMILY PURCHASE AGREEMENT**











AMENDMENT
		No. 3














TO
		THE





FIRST
		A320 FAMILY PURCHASE AGREEMENT














BETWEEN














L A N
		AIRLINES S.A.











AND














AIRBUS
		S.A.S.























CCC-337.0044/05




A320
		  Family - LAN - AMDT 3 - First A320 Family PA - 10/2005
  1/18




---

**AMENDMENT
		  No. 3**  **TO
		  THE FIRST** **A320
		  FAMILY PURCHASE AGREEMENT**




This
		Amendment N.o 3 to the First A320 Family Purchase Agreement dated the 20th day
		of March 1998 is entered into as of October 4, 2005, by and
		between




AIRBUS
		SAS (formerly known as AIRBUS GIE), having its principal office at
		:





1
		Rond-Point Maurice Bellonte





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





F R A N
		C E




(hereinafter
		referred to as the Seller) of the one part




AND




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




Edificio
		Huidobro





Avenida
		Presidente Riesco 5711 - 20 th Floor





Las
		Condes





S A N T
		I A G O





C H I L
		E




(hereinafter
		referred to as the Buyer) of the other part.




A320
			 Family - LAN - AMDT 3 - First A320 Family PA - 10/2005
  2/18
   **AMENDMENT
			 No. 3****TO
			 THE FIRST****A320
			 FAMILY PURCHASE AGREEMENT**


**CONTENTS**




1.
				SCOPE OF
					 THE AMENDMENT
				52.
				[***]CERTAIN
					 TERMS AND CONDITIONS OF THE FIRST A320 FAMILY PURCHASE AGREEMENT
				52.1
				[***]Aircraft
					 Specifications
				52.2
				[***]Aircraft Basic Prices
				72.3
				[***]Aircraft
					 Price Revision
				92.4
				[***]Payment
					 Terms
				102.5
				[***]
				113.
				EFFECT
					 OF THE 2005 TRANSACTION ON SPECIFIC BACKLOG AIRCRAFT TERMS
				113.1
				Backlog
					 Aircraft Delivery Schedule
				114.
				EFFECT
					 OF THE AMENDMENT
				12




**ANNEX**




A  A319
		SPECIFICATION


Appendix
		1 - SCNs List





B  PRICE
		REVISION FORMULA


Appendix
		1 - Seller Price Revision Formula


Appendix
		2 - Engine Manufacturer Price Revision Formula





A320
				Family - LAN - AMDT 3 - First A320 Family PA - 10/2005
  3/18
   **AMENDMENT
				No. 3****TO
				THE FIRST****A320
				FAMILY PURCHASE AGREEMENT**


WHEREAS:





A
				  -
			 The
				  Buyer and the Seller have entered into a Purchase Agreement dated March 20th,
				  1998 covering the purchase by the Buyer and the sale by the Seller of twenty
				  (20) A320 Family Aircraft designated N°1 to
				  N°20 (the
				  A320 Family Purchase Agreement).





B
				  -
			 The
				  Buyer and the Seller have entered into an Amendment N°1 to
				  the A320 Family Purchase agreement (the Amendment N°1)
				  on the 24thof
				  February 2000[***].





C
				  -
			 The
				  Buyer and the Seller have entered into a Deed of Amendment and Restatement of
				  the A320 Family Purchase Agreement (the Deed of Amendment and Restatement
				  of the A320 Family Purchase Agreement) dated the 2ndof
				  August 2000, splitting the A320 Family Purchase Agreement into the First A320
				  Family Purchase Agreement, which agreement, as previously amended by and
				  supplemented with all Exhibits, Appendices, Letter Agreements and amendments
				  (including Amendment No. 1 executed on January 31st2002
				  and Amendment N°2
				  executed on November 14TH2003,
				  is hereinafter called the the First A320 Family Purchase Agreement
				  or the Purchase Agreement) and the Second A320 Family Purchase
				  Agreement.





D
				  -
			 In
				  conjunction with and subject to the execution by the Buyer of an amendment No.
				  2 to the Second A320 Family Purchase Agreement (the  Amendment No. 2 to
				  the Second A320 Family Purchase Agreement) of even date herewith covering
				  the purchase of certain additional A319 Aircraft, A320 Aircraft and A318
				  Aircraft (hereinafter referred to as the 2005 Transaction) the
				  Buyer and the Seller now wish to enter into a new amendment to the Purchase
				  Agreement (hereinafter the Amendment N°3)
				  covering the modifications and the update of certain terms and conditions of
				  the Purchase Agreement.





E- Capitalized
		terms used herein and not otherwise defined in this Amendment N ° 3 will
		have the meanings assigned to them in the Purchase Agreement. The terms
		herein, hereof, and hereunder and words of
		similar import refer to this Amendment N ° 3.




A320
				Family - LAN - AMDT 3 - First A320 Family PA - 10/2005
  4/18
   **AMENDMENT
				No. 3****TO
				THE FIRST****A320
				FAMILY PURCHASE AGREEMENT**


**1.** **SCOPE
		OF THE AMENDMENT**





This
		Amendment N ° 3
		provides an update of certain general terms and conditions governing the A319
		Aircraft No. 19 and Aircraft No. 20 remaining to be delivered under the First
		A320 Family Purchase Agreement (hereinafter the Backlog Aircraft)
		so that they are aligned and consistent with the terms governing the 2005
		Transaction.





The
		scope of this Amendment N ° 3 is
		also to modify certain specific terms and conditions applicable to the Backlog
		Aircraft as such modifications arise from and are in consideration of the 2005
		Transaction.








**2.** **[***]** **CERTAIN TERMS AND CONDITIONS OF THE FIRST A320 FAMILY PURCHASE
		AGREEMENT**





With
		respect to the [***] Aircraft, the Buyer and the Seller agree to update the Purchase Agreement as it
		relates to Aircraft Standard Specifications, Aircraft Basic Prices and
		escalation formulae to take into account certain changes in policy between the
		Seller and the Propulsion Systems Manufacturer and the evolutions of the
		Standard Specifications achieved between the [***] .








**2.1** **[***]** **Aircraft
		Specifications** ****





[***] the
		provisions contained in Clause 1.2 and 1.3 of the Purchase Agreement are hereby
		cancelled and replaced by the following quoted provisions:





**QUOTE**





*1.2.1* *The
		Aircraft shall be manufactured in accordance with:*





*-* *For
		the A319-100* *,
		the Standard Specification Document N* *°* *J.000.01000, Issue 5 dated January 31* *st* *,
		2005 with the following design weights: MTOW: 75.5 tons, MLW : 62.5 tons, MZFW
		: 58.5 tons, a copy of which has been initialed on its effective pages for the
		purpose of identification by or on behalf of the parties and is annexed hereto
		as Exhibit A.*





*Said
		Standard Specifications as modified by the Specification Change Notices (SCNs)
		to be selected prior to signature of this Agreement, as amended from time to
		time, shall constitute the Buyers detailed Specification and is
		hereinafter referred to as the Specification.*




A320
			 Family - LAN - AMDT 3 - First A320 Family PA - 10/2005
  5/18
   **AMENDMENT
				No. 3****TO
				THE FIRST****A320
				FAMILY PURCHASE AGREEMENT**


*Said
		SCNs are listed in Appendix 1 to Exhibit A for the A319-100 (as
		amended by Appendix 1 to Annex A of this Amendment No. 3).*





*The
		SCN form is annexed hereto as Exhibit B.*





*1.2.2*
			 *The
				  Specification may be modified or varied pursuant to the provisions of Clauses
				  2, 7 and 18.*





*1.2.3*
			 *In
				  the event of any inconsistency between the Specification and any other part of
				  this Agreement, the latter shall prevail to the extent of such
				  inconsistency.*





*1.3.1*
			 *Propulsion
				  Systems*





*The
		Aircraft can be equipped with a set of two (2) engines:(the Propulsion
		Systems)*





*-* *For
		the A319-100* *:*





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


*or*


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




*1.3.2*
			 *Propulsion
				  System Manufacturer Selection*





*The
		following Propulsion Systems has been selected by the Buyer:*





*-
		For the A319-100 : -* *INTERNATIONAL AERO ENGINE V2524-A5 (23,500 lb)*








**UNQUOTE**





A320
			 Family - LAN - AMDT 3 - First A320 Family PA - 10/2005
  6/18
   **AMENDMENT
			 No. 3****TO
			 THE FIRST****A320
			 FAMILY PURCHASE AGREEMENT**


**2.2** **[***]** **Aircraft Basic Prices** ****





[***] , the
		provisions contained in Clause 3.1 and 3.2 of the Purchase Agreement are hereby
		cancelled and replaced by the following quoted provisions:





**QUOTE**








*3.1* *Basic
		Price of the Aircraft*





*The
		basic price of the Aircraft (the Aircraft Basic Price) is the sum
		of:*





*[***]*





*3.1.1* *Basic
		Price of the Airframe*





*The
		basic price of the Airframe (the Airframe Basic Price) is the sum
		of:*





*(i)*
			 *[***]*











*(ii)*
			 *[***]*





*-
		for the A319-100*  *Aircraft**:
		USD 928,130 (US Dollars - nine hundred twenty eight thousand one hundred
		thirty)*





*The
		above basic prices have been*  *established**in
		accordance*  *with**the*  *delivery**conditions
		prevailing in [***] and are*  *subject**to
		adjustment in*  *accordance*  *with**the
		Sellers Price Revision Formula set forth in*  *sub-Clause**4.1
		(as modified by Clause 3.3 of Amendment No 3).*




*3.1.2* *Basic
		Price of the Propulsion Systems*





*The
		basic price of a set of two (2)*  *Propulsion
		Systems including**standard*  *equipment
		(the Propulsion Systems Basic Price),**is:*





*-
		For the A319-100 Aircraft with INTERNATIONAL AERO ENGINES IAE*  *V2524-A5:*


A320
		  Family - LAN - AMDT 3 - First A320 Family PA - 10/2005
  7/18




---

**AMENDMENT
			 No. 3**  **TO
			 THE FIRST** **A320
			 FAMILY PURCHASE AGREEMENT**


*[***]*





*-
		For the A319-100 Aircraft With CFM INTERNATIONAL Engines CFMI 56-5B6
		/P*





*[***]*





*Said
		Propulsion Systems Basic Prices have been established in accordance with the
		delivery conditions*  *prevailing**in
		[***] and have been*  *calculated**from
		the Reference Prices referred to in*  *sub-Clause**4.2.*





*Said
		Propulsion Systems Reference Prices are*  *subject**to
		adjustment in accordance with the relevant Propulsion Systems
		Manufacturers Price Revision Formula referred to in*  *sub-Clause**4.2.*





*3.1.3* *Validity
		of Engines Prices*





*It
		is understood that the*  *above-mentioned**quotation
		as well as Price Revision Formula*  *concerning**the
		Propulsion Systems and related equipment are based upon information*  *received**from
		the Propulsion Systems Manufacturers*  *.*




**UNQUOTE**





A320
			 Family - LAN - AMDT 3 - First A320 Family PA - 10/2005
  8/18
   **AMENDMENT
			 No. 3****TO
			 THE FIRST****A320
			 FAMILY PURCHASE AGREEMENT**


**2.3** **Update
		of Aircraft Price Revision** ****





For the [***] , the
		provisions contained in Clause 4 of the Purchase Agreement are hereby cancelled
		and replaced by the following quoted provisions:





**QUOTE**





*4.* *PRICE
		REVISION*





*4.1* *Revision
		of Airframe Basic Price*





*The
		Airframe Basic Price is subject to revision in accordance with the Airframe
		Price Revision Formula up to and including the Aircraft delivery date as set
		forth in Appendix 1 of Annex B of Amendment No. 3.*








*4.2* *Revision
		of Propulsion Systems Reference Price*





*4.2.1.*
			 *The
				  Propulsion Systems Reference Price is subject to revision in accordance with
				  the Propulsion Systems Price Revision Formula up to and including the Aircraft
				  delivery date, as set forth in Appendix 2 of Annex B of Amendment No.
				  3.*








*4.2.2*
			 *Modification
				  of Propulsion Systems Reference Price and Propulsion Systems Price Revision
				  Formula*





*The
		Propulsion Systems Reference Price, the prices of the related equipment and the
		Propulsion Systems Price Revision Formula are based on information received
		from the Propulsions Systems Manufacturer and are subject to amendment by the
		Propulsion Systems Manufacturer at any time prior to the Delivery Date. If the
		Propulsion Systems Manufacturer makes any such amendment, the amendment shall
		be automatically incorporated into this Agreement and the Propulsion Systems
		Reference Price, the prices of the related equipment and the Propulsion Systems
		Price Revision Formula shall be adjusted accordingly. The Seller agrees to
		notify the Buyer as soon as it receives notice of any such amendment from the
		Propulsion Systems Manufacturer.*





**UNQUOTE**





A320
			 Family - LAN - AMDT 3 - First A320 Family PA - 10/2005
  9/18
   **AMENDMENT
			 No. 3****TO
			 THE FIRST****A320
			 FAMILY PURCHASE AGREEMENT**


**2.4** **[***]** **Payment Terms**





The
		payment terms set forth in Clause 5 of the Purchase Agreement shall continue to
		apply to the [***] Aircraft with the following changes:





I. Sellers
		account stated in Clause 5.1 of the Purchase Agreement shall be replaced with
		the following account:





Account
		identification:  [***]





[***]





II.  the
		definition of N in the formula defining the Predelivery Payment
		Reference Price set forth in Clause 5.2.1.1 of the Purchase Agreement shall be
		replaced with the  following definition:





N:  [***]




A320
				Family - LAN - AMDT 3 - First A320 Family PA - 10/2005
  10/18
   **AMENDMENT
				No. 3****TO
				THE FIRST****A320
				FAMILY PURCHASE AGREEMENT**


**2.5** **[***]**





**2.5.1** [***]




2.5.2 [***]




**2.6** **[***]**




**3.** **EFFECT
		OF THE 2005 TRANSACTION ON SPECIFIC BACKLOG AIRCRAFT** **TERMS**




As a
		result of and in consideration of the Buyer entering into the 2005 Transaction,
		the Seller and the Buyer have agreed the following changes to certain specific
		terms of the Purchase Agreement as they apply to the Backlog
		Aircraft:





**3.1** **Backlog
		Aircraft Delivery Schedul** **e** ****





Delivery
		Schedule for the Backlog Aircraft and the other Aircraft outstanding for
		delivery under the Purchase Agreement but not affected by this Amendment No3
		shall be cancelled and replaced by the following delivery schedule as
		follows:




Contractual
					 Rank No
				Delivery
				Aircraft
					 TypeNo
					 11
				[***]
				A319-100No
					 12
				[***]
				A319-100No
					 19
				[***]
				A319-100No
					 20
				[***]
				A319-100




3.2
			 [***]




3.3 [***]





3.3.1 [***]


A320
				Family - LAN - AMDT 3 - First A320 Family PA - 10/2005
  11/18
   **AMENDMENT
				No. 3****TO
				THE FIRST****A320
				FAMILY PURCHASE AGREEMENT**


3.3.2 [***]




**3.4** **[***]**




**4.** **EFFECT
		OF THE AMENDMENT**





4.1 This
		Amendment No. 3 contains the entire agreement between the parties with respect
		to the subject matter hereof and supersedes any previous understanding,
		commitments or representations whatsoever, whether oral or written in respect
		thereof.





4.2 The
		First A320 Purchase Agreement will be deemed amended to the extent provided in
		this Amendment No. 3 and, except as specifically amended hereby, will continue
		in full force and effect in accordance with its original terms. Both parties
		agree that this Amendment No. 3 will constitute an integral, nonseverable part
		of the First A320 Purchase Agreement and be governed by its provisions, except
		that if the First A320 Purchase Agreement and this Amendment No. 3 have
		specific provisions that are inconsistent, the specific provisions contained in
		this Amendment No. 3 will govern to the extent of such
		inconsistency.




A320
			 Family - LAN - AMDT 3 - First A320 Family PA - 10/2005
  12/18
   **AMENDMENT
			 No. 3****TO
			 THE FIRST****A320
			 FAMILY PURCHASE AGREEMENT**


This
		Amendment N°3 has been executed in two (2) original specimens which are in
		English.





**IN
		WITNESS WHEREOF** this
		Amendment N°3 to the First A320 Family Purchase Agreement was duly entered
		into the day and year first above written.




For and
					 on behalf of
				
				For and
					 on behalf of**LAN
					 AIRLINES S.A.**
				
				**AIRBUS
					 S. A. S.**Name
					 :
				
				Name :Title
					 :
				
				Title :




A320
				Family - LAN - AMDT 3 - First A320 Family PA - 10/2005
  13/18
   **AMENDMENT
				No. 3****TO
				THE FIRST****A320
				FAMILY PURCHASE AGREEMENT**


ANNEX
		A





STANDARD
		SPECIFICATION




The A319
		Standard Specification are contained in a separate folder, which has been
		separately delivered





A320
				Family - LAN - AMDT 3 - First A320 Family PA - 10/2005
  14/18
   **AMENDMENT
				No. 3****TO
				THE FIRST****A320
				FAMILY PURCHASE AGREEMENT**


Appendix
		1 to ANNEX A








A319
		SCNs List




This
		A319 SCNs list cancels and replaces the A319 SCNs list set forth in Exhibit A
		of the Purchase Agreement.




A320
				Family - LAN - AMDT 3 - First A320 Family PA - 10/2005
  15/18
   **AMENDMENT
				No. 3****TO
				THE FIRST****A320
				FAMILY PURCHASE AGREEMENT**


[***]




A320
				Family - LAN - AMDT 3 - First A320 Family PA - 10/2005
  16/18
   **AMENDMENT
				No. 3****TO
				THE FIRST****A320
				FAMILY PURCHASE AGREEMENT**


ANNEX
		B





Appendix-1





**AIRFRAME
		PRICE REVISION FORMULA**





1 [***]




**2**
			 [***]





**3** [***]





**4** [***]





**5** [***]





5.1
			 [***]





5.2 [***]





5.3
			 [***]




A320
			 Family - LAN - AMDT 3 - First A320 Family PA - 10/2005
  17/18
   **AMENDMENT
			 No. 3****TO
			 THE FIRST****A320
			 FAMILY PURCHASE AGREEMENT**


ANNEX
		B





Appendix
		2




**PROPULSION
		SYSTEMS PRICE REVISION FORMULA**





**INTERNATIONAL
		AERO ENGINES**








**1** [***]





2**** [***]




**3** [***]





**4** [***]





**5** [***]




5.1**** [***]





5.2**** [***]





5.3**** [***]





5.4**** [ ***]




A320
				Family - LAN - AMDT 3 - First A320 Family PA - 10/2005
  18/18
   **LETTER
				AGREEMENT N° 1 -****AMENDMENT
				2 - SECOND A320F****PURCHASE
				AGREEMENT**


**LAN
		AIRLINES S.A.**





Edificio
		Huidobro


Avenida
		Presidente Riesco 5711- 20 th Floor


Las
		Condes


S A N T
		I A G O


C H I L
		E




**Subject
		** [***]




In
		connection with the execution of an Amendment No 2 (the Amendment No.
		2) dated as of even date herewith to the Second A320F Purchase Agreement
		dated 20 March 1998 and amended and restated 2 August 2000 (as further amended
		from time to time, including by Amendment No. 2, the Purchase
		Agreement) between AIRBUS S.A.S. (formerly AIRBUS INDUSTRIE then AIRBUS
		GIE) (the Seller) and Lan
		Airlines S.A. (formerly Linea
		Aerea Nacional Chile S.A. and then Lan Chile S.A. ) (the
		Buyer) which
		covers the manufacture and the sale by the Seller and the purchase by the Buyer
		of certain A320 family Aircraft as described in the Purchase Agreement , the
		Buyer and the Seller have agreed to set forth in this Letter Agreement No. 1
		(the Letter Agreement No 1) certain additional terms and conditions
		regarding the sale of the Aircraft provided for in the Purchase Agreement.
		Capitalized terms used herein and not otherwise defined in this Letter
		Agreement No. 1 will have the meanings assigned thereto in the Purchase
		Agreement, unless the context otherwise requires.




Both
		parties agree that this Letter Agreement No. 1 shall cancel and replace the
		Letter Agreement No. 1 dated 20 March 1998 and Letter Agreement No. 10 dated 20
		March 1998 of the Purchase Agreement. Both parties further agree that this
		Letter Agreement No. 1 will constitute an integral, nonseverable part of the
		Purchase Agreement, that the provisions of the Purchase Agreement are hereby
		incorporated herein by reference, and that this Letter Agreement No. 1 will be
		governed by the provisions of the Purchase Agreement, except that if the
		Purchase Agreement and this Letter Agreement No. 1 have specific provisions
		which are inconsistent, the specific provisions contained in this Letter
		Agreement No. 1 will prevail to the extent of such inconsistency.




A320F -
		LAN - AMDT 2 - Second A320 Family PA - 10/2005 1 /3




---



**LETTER
		  AGREEMENT N° 1 -** **AMENDMENT
		  2 - SECOND A320F** **PURCHASE
		  AGREEMENT**


In
		consideration of the order memorialized in this Amendment No 2, the Seller
		hereby agrees to [***]:





1.  [***]




2.  [***]





2.1  [***]




2.2  [***]




2.3 [***]




2.4 [***]




2.5 [***]




2.6 [***]




3.  [***]





3.1 [***]




**3.2** [***]




3.3 [***]





3.4 [***]




3.5 [***]




A320F -
		  LAN - AMDT 2 - Second A320 Family PA - 10/2005 2 /3
   **LETTER
			 AGREEMENT N° 1 -****AMENDMENT
			 2 - SECOND A320F****PURCHASE
			 AGREEMENT**




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




Agreed
					 and Accepted
				Agreed
					 and AcceptedFor and
					 on behalf of
				For and
					 on behalf of**LAN
					 AIRLINES S.A.**
				**AIRBUS
					 S.A.S.**By
				:
				____________________
				By
				:
				____________________Its
				:
				____________________
				Its
				:
				____________________Date
				:
				____________________
				Date
				:
				____________________
 A320F -
			 LAN - AMDT 2 - Second A320 Family PA - 10/2005 3 /3
   **LETTER
				AGREEMENT N° 2 -****AMENDMENT
				2 - SECOND A320F****PURCHASE
				AGREEMENT**





**LAN
		AIRLINES S.A.**





Edificio
		Huidobro


Avenida
		Presidente Riesco 5711- 20 th Floor


Las
		Condes


S A N T
		I A G O


C H I L
		E




**Subject
		** [***]




I In
		connection with the execution of an Amendment No. 2 (the Amendment No.
		2) dated as of even date herewith to the Second A320F Purchase Agreement
		dated 20 March 1998 and amended and restated 2 August 2000 (as further amended
		from time to time, including by Amendment No. 2, the Purchase
		Agreement) between AIRBUS S.A.S (formerly AIRBUS INDUSTRIE then AIRBUS
		GIE) (the Seller) and Lan
		Airlines S.A. (formerly Linea
		Aerea Nacional Chile S.A. and then Lan Chile S.A. ) (the
		Buyer) which
		covers the manufacture and the sale by the Seller and the purchase by the Buyer
		of certain A320 family Aircraft as described in the Purchase
		Agreement , the
		Buyer and the Seller have agreed to set forth in this Letter Agreement No. 2
		(the Letter Agreement No. 2) certain additional terms and
		conditions regarding the sale of the Aircraft provided for in the Purchase Agreement.
		Capitalized terms used herein and not otherwise defined in this Letter
		Agreement No. 2 will have the meanings assigned thereto in the Purchase Agreement,
		unless the context otherwise requires.





Both
		parties agree that this Letter Agreement No. 2 shall cancel and replace the
		Letter Agreement No. 4 dated 20 March 1998 of the Purchase Agreement.
		Both parties further agree that this Letter Agreement No. 2 will constitute an
		integral, nonseverable part of the Agreement, that the provisions of the Purchase Agreement are hereby incorporated herein by reference, and that this Letter
		Agreement No. 2 will be governed by the provisions of the Purchase Agreement,
		except that if the Purchase Agreement
		and this Letter Agreement No. 2 have specific provisions which are
		inconsistent, the specific provisions contained in this Letter Agreement No. 2
		will prevail to the extent of such inconsistency.




A320F -
		  LAN -AMDT 2 - Second A320 Family PA - 10 /2005  1 /3




---

**LETTER
		  AGREEMENT N° 2-** **AMENDMENT
		  2 - SECOND A320F** **PURCHASE
		  AGREEMENT**




It is
		hereby agreed that Sellers Price Revision Formula set forth in Annex B of
		Amendment No. 2 shall be applied in accordance with the Purchase Agreement, as
		amended by Amendment No.2 with the following adjustments:





**1.**  [***]





2.  [***]




A320F -
			 LAN -AMDT 2 - Second A320 Family PA - 10/ 2005  2 /3
   **LETTER
			 AGREEMENT N° 2-****AMENDMENT
			 2 - SECOND A320F****PURCHASE
			 AGREEMENT**




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




Agreed
						and Accepted
				  Agreed
						and AcceptedFor and
						on behalf of
				  For and
						on behalf of**LAN
						AIRLINES S.A.**
				  **AIRBUS
						S.A.S.**By
				  :
				  ____________________
				  By
				  :
				  ____________________Its
				  :
				  ____________________
				  Its
				  :
				  ____________________Date
				  :
				  ____________________
				  Date
				  :
				  ____________________
 A320F -
						LAN -AMDT 2 - Second A320 Family PA - 10/ 2005  3 /3
   **LETTER
						  AGREEMENT N° 3****- AMENDMENT 2 - SECOND A320F****PURCHASE
						  AGREEMENT**


**LAN
		AIRLINES S.A.**





Edificio
		Huidobro


Avenida
		Presidente Riesco 5711- 20 th Floor


Las
		Condes


S A N T
		I A G O


C H I L
		E




**Subject
		 Option Aircraft**




In
		connection with the execution of an Amendment No 2 (the Amendment No
		2) dated as of even date to the Second A320F Purchase Agreement dated 20
		March 1998 and amended and restated 2 August 2000 (as further amended from time
		to time, including by Amendment No. 2, the Purchase Agreement)
		between AIRBUS S.A.S. (formerly AIRBUS INDUSTRIE then AIRBUS GIE) (the
		Seller) and Lan
		Airlines S.A. (formerly Linea
		Aerea Nacional Chile S.A and then Lan Chile S.A. ) (the
		Buyer) which
		covers the manufacture and the sale by the Seller and the purchase by the Buyer
		of certain A320 family Aircraft as described in the Agreement ,
		the Buyer and the Seller have agreed to set forth in this Letter Agreement No.
		3 (the Letter Agreement No. 3) certain additional terms and
		conditions regarding the sale of the Aircraft provided for in the Purchase
		Agreement. Capitalized terms used herein and not otherwise defined in this
		Letter Agreement No. 3 will have the meanings assigned thereto in the Purchase
		Agreement, unless the context otherwise requires.




Both
		parties agree that this Letter Agreement No 3 shall cancel and replace the
		Letter Agreement No. 3 of the Purchase Agreement dated 20 March 1998. Both
		parties further agree that this Letter Agreement No. 3 will constitute an
		integral, nonseverable part of the Purchase Agreement, that the provisions of
		Purchase Agreement are hereby incorporated herein by reference, and that this
		Letter Agreement No. 3 will be governed by the provisions of Purchase
		Agreement, except that if the Purchase Agreement and this Letter Agreement No.
		3 have specific provisions which are inconsistent, the specific provisions
		contained in this Letter Agreement No. 3 will prevail to the extent of such
		inconsistency.





A320F -
		  LAN - AMDT 2 - Second A320 Family PA - 10/ 2005  1 /5


---

**LETTER
		  AGREEMENT N° 3** **- AMENDMENT 2 - SECOND A320F** **PURCHASE
		  AGREEMENT**





**1** **General**





In
		addition to the Amendment No 2 Aircraft firmly ordered by the Buyer, the Seller
		hereby grants to the Buyer the option (each an Option and together
		the Options) to purchase up to [***] additional Aircraft to be
		selected between A318, A319 and A320 Aircraft, (each an Option
		Aircraft and together the Option Aircraft).





The
		Option Aircraft shall be manufactured in accordance with the Aircraft
		definition specified in Clause 2 of the Purchase Agreement as modified by
		Amendment No. 2 and including any development changes which may be incorporated
		by the Seller prior to the delivery of the Option Aircraft.





The
		Option Aircraft shall be delivered between [***], both dates inclusive (the
		Option Period), subject to the Sellers prevailing industrial
		and planning constraints.





Unless
		otherwise expressly stipulated, all terms and conditions applicable to the
		Amendment No. 2 Aircraft ordered under this Amendment No 2 shall apply to the
		Option Aircraft.





**2** **Option
		Aircraft Price**





The
		Airframe Basic Price, in the case of any A319 Aircraft or A320 Aircraft, or the
		Aircraft Basic Price, in the case of any A318 Aircraft, of the Option Aircraft
		shall be the same as defined by the Seller for the Amendment No 2 Aircraft.
		[***]





**3** **Option
		exercise and Delivery Date**





The
		formal exercise of each Option shall be made by written notice from the Buyer
		to the Seller (the Option Notice) specifying the Aircraft type or
		types and the Buyers desired date or dates, as the case may be, for
		delivery of the relevant Option Aircraft. Subject as mentioned below, the Buyer
		may issue up to [***] Option Notices, each of which, at the election of the
		Buyer, will exercise Options in respect of one [***] Option Aircraft.




[***]





Deadline
					 for Option Notice
				Maximum
					 No. of Option available
				Option
					 Period[***]
				[***]
				[***]
  A320F -
				LAN - AMDT 2 - Second A320 Family PA - 10/ 2005  2 /5
  **LETTER
				AGREEMENT N° 3****- AMENDMENT 2 - SECOND A320F****PURCHASE
				AGREEMENT**
   [***]
				[***]
				[***][***]
				[***]
				[***]


Within
		[***] days of the Buyer issuing any Option Notice, the Seller will notify the
		Buyer in writing whether it accepts each of the Buyers desired date or
		dates, as the case may be, for delivery of the relevant Option Aircraft and, if
		it does not accept any such date or dates, designate an alternative date or
		dates, being as close as reasonably possible (taking into account the
		Sellers then prevailing industrial and commercial constraints) to the
		Buyers desired date or dates, as the case may be. If in relation to any
		Option Aircraft the Seller designates an alternative date for delivery the
		Buyer shall either notify the Seller that it accepts the same or enter into
		good faith discussions with the Seller with a view to agreeing such an
		alternative date acceptable to the Buyer and the Seller





**4** **Payment**





Predelivery
		payments and payment of the Final Price for the Option Aircraft shall be made
		in accordance with the Predelivery Payment schedule with respect to A318
		Aircraft set forth in Clause 5.2.1.2 of the Purchase Agreement as modified save
		that for the first predelivery payment which shall be made in accordance with
		paragraph 5 below.





**5** **Option
		Validity**





Conversion
		of an Option Aircraft into a firmly ordered Aircraft shall be deemed to have
		occurred if and when agreement is reached between the Buyer and the Seller as
		to the Scheduled Delivery Month of such Option Aircraft [***]. The parties
		shall then formalise the conversion of the Option Aircraft into a firmly
		ordered Aircraft within [***] days in an amendment to this Agreement, which
		unless otherwise agreed in writing by the parties, shall be governed by the
		general terms and conditions of the Agreement. In the event of agreement as to
		the Scheduled Delivery Month of any Option Aircraft not being reached within
		[***] days of the date on which the Buyer issued the Option Notice in relation
		to such Option Aircraft, such Option Notice shall be deemed not to have been
		given and the Buyer shall have all the rights under this Letter Agreement No.3
		that it would have had in the event of such Option Notice not having been
		issued by it.


In the
		event that the Buyer fails to timely exercise any or all of the Option Aircraft
		of a batch referred to in paragraph 3 above before or on the date mentioned for
		the Option Notice, any of the Option Aircraft of such batch not exercised by
		such date shall lapse and neither party shall have any further rights or
		obligations hereunder as to such lapsed Option Aircraft.





**6** **Assignment**




A320F -
			 LAN - AMDT 2 - Second A320 Family PA - 10/ 2005  3 /5
  **LETTER
			 AGREEMENT N° 3****- AMENDMENT 2 - SECOND A320F****PURCHASE
			 AGREEMENT**




The
		Option Aircraft are personal to the Buyer and cannot be assigned to any third
		party without the Sellers prior written consent which consent cannot be
		unreasonably withheld.


A320F -
			 LAN - AMDT 2 - Second A320 Family PA - 10/ 2005  4 /5
  **LETTER
			 AGREEMENT N° 3****- AMENDMENT 2 - SECOND A320F****PURCHASE
			 AGREEMENT**


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




Agreed
						  and Accepted
					 Agreed
						  and AcceptedFor and
						  on behalf of
					 For and
						  on behalf of**LAN
						  AIRLINES S.A.**
					 **AIRBUS
						  S.A.S.**By
					 :
					 ____________________
					 By
					 :
					 ____________________Its
					 :
					 ____________________
					 Its
					 :
					 ____________________Date
					 :
					 ____________________
					 Date
					 :
					 ____________________
 A320F -
					 LAN - AMDT 2 - Second A320 Family PA - 10/ 2005  5 /5
  **LETTER
					 AGREEMENT N° 4 -****AMENDMENT
					 2 - SECOND A320F****PURCHASE
					 AGREEMENT**





**LAN
		AIRLINES S.A.**





Edificio
		Huidobro


Avenida
		Presidente Riesco 5711- 20 th Floor


Las
		Condes


S A N T
		I A G O


C H I L
		E




**Subject
		: [***]**




In
		connection with the execution of an Amendment No. 2 (the Amendment No.
		2) dated as of even date herewith to the Second A320F Purchase Agreement
		dated March 1998 and amended and restated 2 August 2000 (as further amended
		from time to time, including by Amendment No. 2, the Purchase
		Agreement) between AIRBUS SAS (formerly AIRBUS INDUSTRIE then AIRBUS GIE)
		(the Seller) and Lan
		Airlines S.A. (formerly Linea Area Nacional Chile S.A. then Lan
		Chile S.A ) (the
		Buyer) which
		covers the manufacture and the sale by the Seller and the purchase by the Buyer
		of certain A320 family Aircraft as described in the Purchase
		Agreement , the
		Buyer and the Seller have agreed to set forth in this Letter Agreement No. 4
		(the Letter Agreement No. 4) certain additional terms and
		conditions regarding the sale of the Aircraft which are provided for in the
		Purchase Agreement. Capitalized terms used herein and not otherwise defined in
		this Letter Agreement No. 4 will have the meanings assigned thereto in the
		Purchase Agreement, unless the context otherwise requires.





Both
		parties agree that this Letter Agreement No. 4, including its annexes, upon
		execution thereof, shall cancel and replace the Letter Agreement No. 2 of the
		Purchase Agreement (including [***] ) in its
		entirety. Both parties further agree that this Letter Agreement No. 4 shall
		constitute an integral, non severable part of the Purchase Agreement and shall
		be governed by all its provisions, as such provisions have been specifically
		amended pursuant to this Letter Agreement No. 4.




A320F -
		  LAN -AMDT 2 - Second A320 Family PA - 10/ 2005  1 / 3




---



**LETTER
		  AGREEMENT N° 4 -** **AMENDMENT
		  2 - SECOND A320F** **PURCHASE
		  AGREEMENT**





**1-**  [***]





1.1  [***]





1.2  [***]





2 [***]




A320F -
			 LAN -AMDT 2 - Second A320 Family PA - 10/ 2005  2 / 3
   **LETTER
			 AGREEMENT N° 4 -****AMENDMENT
			 2 - SECOND A320F****PURCHASE
			 AGREEMENT**
		If the
		  foregoing correctly sets forth our understanding, please execute two (2)
		  originals in the space provided below and return one (1) original of this
		  Letter Agreement to Airbus .





Agreed
							 and Accepted
						Agreed
							 and AcceptedFor and
							 on behalf of
						For and
							 on behalf of**LAN
							 AIRLINES S.A.**
						**AIRBUS
							 S.A.S.**By
						:
						
						By
						:Its
						:
						
						Its
						:Date
						:


A320F -
			 LAN -AMDT 2 - Second A320 Family PA - 10/ 2005  3 / 3




**LETTER
		  AGREEMENT N° 5 -** **AMENDMENT
		  2 - SECOND A320F** **PURCHASE
		  AGREEMENT**


**LAN
		AIRLINES S.A.**





Edificio
		Huidobro


Avenida
		Presidente Riesco 5711- 20 th Floor


Las
		Condes


S A N T
		I A G O


C H I L
		E





**Subject
		** [***]




In
		connection with the execution of an Amendment No. 2 (the Amendment No.
		2) dated as of even date herewith to the Second A320F Purchase Agreement
		dated 20 March 1998 and amended and restated 2 August 2000 (as further amended
		from time to time, including by Amendment No. 2, the Purchase
		Agreement) between AIRBUS S.A.S. (formerly AIRBUS INDUSTRIE then AIRBUS
		GIE) (the Seller) and Lan
		Airlines S.A. (formerly Linea
		Aerea Nacional Chile S.A and then Lan Chile S.A. ) (the
		Buyer) which
		covers the manufacture and the sale by the Seller and the purchase by the Buyer
		of certain A320 family Aircraft as described in the Purchase Agreement , the
		Buyer and the Seller have agreed to set forth in this Letter Agreement No. 5
		(the Letter Agreement No. 5) certain additional terms and
		conditions regarding the sale of the Aircraft provided for in the Purchase
		Agreement. Capitalized terms used herein and not otherwise defined in this
		Letter Agreement No. 5 will have the meanings assigned thereto in the Purchase
		Agreement, unless the context otherwise requires.








Both
		parties agree that this Letter Agreement No. 5 shall cancel and replace the
		Letter Agreement No. 6 dated 20 March 1998 of the Purchase Agreement. Both
		parties further agree that this Letter Agreement No. 5 will constitute an
		integral, nonseverable part of the Purchase Agreement, that the provisions of
		the Purchase Agreement are hereby incorporated herein by reference, and that
		this Letter Agreement No. 5 will be governed by the provisions of the Purchase
		Agreement, except that if the Purchase Agreement and this Letter Agreement No.
		5 have specific provisions which are inconsistent, the specific provisions
		contained in this Letter Agreement No. 5 will prevail to the extent of such
		inconsistency.





A320F -
		  LAN - AMDT 2 - Second A320 Family PA - 10/2005  1 / 3




---



**LETTER
		  AGREEMENT N° 5 -** **AMENDMENT
		  2 - SECOND A320F** **PURCHASE
		  AGREEMENT**





The
		Seller hereby grants to the Buyer the following [***] in
		respect of the Aircraft:





**1.** [***]





**1.1** [***]





1.1.1 [***]





1.1.2 [***]





**1.2.** [***]





1.2.1 [***]




1.2.2 [***]





1.2.3  [***]




1.2.4 [***]




1.2.5 [***]




1.2.6 [***]




**2.** [***]




A320F -
			 LAN - AMDT 2 - Second A320 Family PA - 10/2005  2 / 3
   **LETTER
			 AGREEMENT N° 5 -****AMENDMENT
			 2 - SECOND A320F****PURCHASE
			 AGREEMENT**


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





Agreed
							 and Accepted
						Agreed
							 and AcceptedFor and
							 on behalf of
						For and
							 on behalf of**LAN
							 AIRLINES S.A.**
						**AIRBUS
							 S.A.S.**By
						:
						____________________
						By
						:
						____________________Its
						:
						____________________
						Its
						:
						____________________Date
						:
						____________________
						Date
						:
						____________________
 A320F -
						  LAN - AMDT 2 - Second A320 Family PA - 10/2005  3 / 3
   **LETTER
						  AGREEMENT N° 6A -****AMENDMENT
						  2 - SECOND A320F****PURCHASE
						  AGREEMENT**





**LAN
		AIRLINES S.A.**


Edificio
		Huidobro


Avenida
		Presidente Riesco 5711- 20 th Floor


Las
		Condes


S A N T
		I A G O


C H I L
		E





**Subject:
		A319-100** [***]




In
		connection with the execution of an Amendment No. 2 (the Amendment No.
		2) dated as of even date herewith to the Second A320F Purchase Agreement
		dated 20 March 1998 and amended and restated 2 August 2000 (as further amended
		from time to time, including by Amendment No. 2, the Purchase
		Agreement) between AIRBUS SAS (formerly AIRBUS INDUSTRIE then AIRBUS GIE)
		(the Seller) and Lan
		Airlines S.A. (formerly Linea
		Aerea Nacional Chile S.A and then Lan Chile S.A. ) (the
		Buyer) which
		covers the manufacture and the sale by the Seller and the purchase by the Buyer
		of certain A320 family Aircraft as described in the Purchase
		Agreement , the
		Buyer and the Seller have agreed to set forth in this Letter Agreement No. 6A
		(the Letter Agreement No. 6A) certain additional terms and
		conditions regarding the sale of the Aircraft provided for in the Purchase Agreement.
		Capitalized terms used herein and not otherwise defined in this Letter
		Agreement No. 6A will have the meanings assigned thereto in the Purchase Agreement,
		unless the context otherwise requires.





Both
		parties agree that this Letter Agreement No. 6A shall cancel and replace Letter
		Agreement No. 8 dated 20 March 1998 of the Purchase Agreement.
		Both parties further agree this such Letter Agreement No. 6A will constitute an
		integral, nonseverable part of the Purchase Agreement,
		that the provisions of the Purchase Agreement are hereby incorporated by reference, and that this Letter Agreement
		No. 6A will be governed by the provisions of the Purchase Agreement, except
		that if the Purchase Agreement
		and this Letter Agreement No. 6A have specific provisions which are
		inconsistent, the specific provisions contained in this Letter Agreement No. 6A
		will prevail to the extent of such inconsistency.




A320F -
		  LAN - AMDT 2 - Second A320 Family PA - 10/2005 1 / 15




---

**LETTER
		  AGREEMENT N° 6A -** **AMENDMENT
		  2 - SECOND A320F** **PURCHASE
		  AGREEMENT**


**1**  [***]




**2**  [***]





**2** **.** **1** [***]





2.1.1
			 [***]





2 . 1 .2 [***]





2.1.2.1 [***]




2 . 1 .3 [***]





2.1.3.1 [***]




2 . 1 .4 [***]





2.1.4.1 [***]




2 . 1 .5 [***]





2.1.5.1 [***]





2 . 1 .6 [***]




2.1.6.1 [***]




A320F -
			 LAN - AMDT 2 - Second A320 Family PA - 10/2005 2 / 15
   **LETTER
			 AGREEMENT N° 6A -****AMENDMENT
			 2 - SECOND A320F****PURCHASE
			 AGREEMENT**
		  2.1.7
					 [***]2.1.7.1
					 [***]2.1.8
					 [***]2.1.8.1
					 [***]2.1.9
					 [***]2.1.9.1
					 [***]2.1.10
					 [***]2.1.10.1
					 [***]2.1.11
					 [***]2.1.11.1
					 [***]**2****.****2**
					 [***]2.2.1
					 [***]2.2.2
					 [***]2.2.2.1
					 [***]2.2.3
					 [***]2.2.3.1
					 [***]2.2.4
					 [***]2.2.4.1
					 [***]2.2.5
					 [***]2.2.5.1
					 [***]2.2.6
					 [***]




A320F -
				LAN - AMDT 2 - Second A320 Family PA - 10/2005 3 / 15
   **LETTER
				AGREEMENT N° 6A -****AMENDMENT
				2 - SECOND A320F****PURCHASE
				AGREEMENT**2.2.6.1
					 [***]2.2.7
					 [***]2.2.7.1
					 [***]2.2.8
					 [***]2.2.8.1
					 [***]2.2.9
					 [***]2.2.9.1
					 [***]




A320F -
			 LAN - AMDT 2 - Second A320 Family PA - 10/2005 4 / 15
   **LETTER
			 AGREEMENT N° 6A -****AMENDMENT
			 2 - SECOND A320F****PURCHASE
			 AGREEMENT**


2.2.10
				[***]2.2.10.1
				[***]2.2.11
				[***]2.2.11.1
				[***]


A320F -
				LAN - AMDT 2 - Second A320 Family PA - 10/2005 5 / 15
   **LETTER
				AGREEMENT N° 6A -****AMENDMENT
				2 - SECOND A320F****PURCHASE
				AGREEMENT**
			 **2.****3**
						[***]2.3.1
						[***]2.3.2
						[***]**2****.****4**
						[***]2.4.1
						[***]2.4.2
						[***]**2.5**
						[***]2.5.1
						[***]2.5.2
						[***]**2****.6**
						[***]2.6.1
						[***]2.6.2
						[***]




A320F -
				LAN - AMDT 2 - Second A320 Family PA - 10/2005 6 / 15
   **LETTER
				AGREEMENT N° 6A -****AMENDMENT
				2 - SECOND A320F****PURCHASE
				AGREEMENT**
			 **3**
						[***]**3****.1**
						[***]3.1.1
						[***]3.1.2
						[***]3.1.3
						[***]3.1.4
						[***]3.1.5
						[***]3.1.6
						[***]3.1.7
						[***]
			 
			 A320F -
						  LAN - AMDT 2 - Second A320 Family PA - 10/20057/15
					 
					 **LETTER
						  AGREEMENT N° 6A -****AMENDMENT
						  2 - SECOND A320F****PURCHASE
						  AGREEMENT**
						**3.2**
								  [***]3.2.1
								  [***]3.2.2
								  [***]3.2.3
								  [***]3.2.4
								  [***]3.2.5
								  [***]3.2.6
								  [***]3.2.7
								  [***]




A320F -
					 LAN - AMDT 2 - Second A320 Family PA - 10/2005 8 / 15
   **LETTER
					 AGREEMENT N° 6A -****AMENDMENT
					 2 - SECOND A320F****PURCHASE
					 AGREEMENT**
				  **3.3**
							 [***]3.3.1
							 [***]3.3.2
							 [***].3.3.3
							 [***]3.3.4
							 [***]3.3.5
							 [***]3.3.6
							 [***]3.3.7
							 [***]
				  
				  A320F -
						LAN - AMDT 2 - Second A320 Family PA - 10/20059/15

					 **LETTER
									 AGREEMENT N° 6A -****AMENDMENT
									 2 - SECOND A320F****PURCHASE
									 AGREEMENT**
								  **3.4**
											 [***]3.4.1
											 [***]3.4.2
											 [***]3.4.3
											 [***]3.4.4
											 [***]3.4.5
											 [***]3.4.6
											 [***]3.4.7
											 [***]**3****.****5**
											 [***]**4**
											 [***]
									 
									 A320F -
										  LAN - AMDT 2 - Second A320 Family PA - 10/2005        10/15
										**LETTER
														AGREEMENT N° 6A -****AMENDMENT
														2 - SECOND A320F****PURCHASE
														AGREEMENT**
													 **5**
																[***]5.1
																[***].5.2
																[***]5.2.1
																[***]5.2.2
																[***]5.3
																[***]5.4
																[***]5.5
																[***]**6**
																[***]6.1
																[***]6.2
																[***]6.3
																[***]6.4
																[***]6.5
																[***]6.6
																[***]6.7
																[***]6.8
																[***]**7**
																[***]7.1
																[***]7.2
																[***]**8**
																[***]




A320F -
		  LAN - AMDT 2 - Second A320 Family PA - 10/2005        11/15
 **LETTER
						AGREEMENT N° 6A -****AMENDMENT
						2 - SECOND A320F****PURCHASE
						AGREEMENT**
					 A320F -
							 LAN - AMDT 2 - Second A320 Family PA - 10/2005        12/15
						  **LETTER
										  AGREEMENT N° 6A -****AMENDMENT
										  2 - SECOND A320F****PURCHASE
										  AGREEMENT****9**
												  [***]9.1
												  [***]9.1.1
												  [***]9.1.2
												  [***]9.1.3
												  [***]9.2
												  [***]9.3
												  [***]9.4
												  [***]
										
										A320F -
											 LAN - AMDT 2 - Second A320 Family PA - 10/2005        13/15
										  **LETTER
														  AGREEMENT N° 6A -****AMENDMENT
														  2 - SECOND A320F****PURCHASE
														  AGREEMENT**


If the
		foregoing correctly sets forth our understanding please execute the original
		and one copy thereof in the space provided and return the copy to the
		Seller.




Agreed
						and Accepted
				  Agreed
						and Accepted**LAN
						AIRLINES S.A.**
				  **AIRBUS
						S.A.S.**By:
				  
				  
				  By:Its:
				  
				  
				  Its:Date:
				  
				  
				  Date:
 A320F -
					 LAN - AMDT 2 - Second A320 Family PA - 10/2005        14/15
 **LETTER
								  AGREEMENT N° 6A -****AMENDMENT
								  2 - SECOND A320F****PURCHASE
								  AGREEMENT**


**APPENDIX
		N1 A to LETTER AGREEMENT N
		o6A**




[***]





A320F -
		LAN - AMDT 2 - Second A320 Family PA - 10/2005        15/15





LETTER
		  AGREEMENT N° 6B - AMENDMENT
		  2 - SECOND A320F PURCHASE
		  AGREEMENT




LAN
		AIRLINES S.A.


Edificio
		Huidobro


Avenida
		Presidente Riesco 5711- 20 th Floor


Las
		Condes


S A N T
		I A G O


C H I L
		E




**Subject:
		A318-100** [***]




In
		connection with the execution of an Amendment No. 2 (the Amendment No.
		2) dated as of even date herewith to the Second A320F Purchase Agreement
		dated 20 March 1998 and amended and restated 2 August 2000 (as further amended
		from time to time, including by Amendment No. 2, the Purchase
		Agreement) between AIRBUS SAS (formerly AIRBUS INDUSTRIE then AIRBUS GIE)
		(the Seller) and Lan
		Airlines S.A. (formerly Linea
		Aerea Nacional Chile S.A and then Lan Chile S.A. ) (the
		Buyer) which
		covers the manufacture and the sale by the Seller and the purchase by the Buyer
		of certain A320 family Aircraft as described in the Purchase
		Agreement , the
		Buyer and the Seller have agreed to set forth in this Letter Agreement No. 6B
		(the Letter Agreement No. 6B) certain additional terms and
		conditions regarding the sale of the Aircraft provided for in the Purchase Agreement.
		Capitalized terms used herein and not otherwise defined in this Letter
		Agreement No. 6B will have the meanings assigned thereto in the Purchase Agreement,
		unless the context otherwise requires.





Both
		parties agree that this Letter Agreement No. 6B shall cancel and replace Letter
		Agreement No. 8 dated 20 March 1998 of the Purchase Agreement.
		Both parties further agree this such Letter Agreement No. 6B will constitute an
		integral, nonseverable part of the Purchase Agreement,
		that the provisions of the Purchase Agreement are hereby incorporated by reference, and that this Letter Agreement
		No. 6B will be governed by the provisions of the Purchase Agreement, except
		that if the Purchase Agreement
		and this Letter Agreement No. 6B have specific provisions which are
		inconsistent, the specific provisions contained in this Letter Agreement No. 6B
		will prevail to the extent of such inconsistency.





A320F -
		LAN - AMDT 2 - Second A320 Family PA - 10/2005     1 /15




---




LETTER
		  AGREEMENT N° 6B - AMENDMENT
		  2 - SECOND A320F PURCHASE
		  AGREEMENT




**1**
				[***]**2**
				[***]**2****.****1**
				[***]2.1.1
				[***].2.1.2
				[***]2.1.2.1
				[***]2.1.3
				[***]2.1.3.1
				[***]2.1.3.2
				[***]2.1.3.3
				[***]
 
 A320F -
		  LAN - AMDT 2 - Second A320 Family PA - 10/2005     2 /15
   LETTER
			 AGREEMENT N° 6B -AMENDMENT
			 2 - SECOND A320FPURCHASE
			 AGREEMENT




2.1.4
				[***]2.1.4.1
				[***]2.1.4.2
				[***]2.1.5
				[***]2.1.5.1
				[***]2.1.5.2
				[***]2.1.5.3
				[***]2.1.6
				[***]2.1.6.1
				[***]2.1.6.2
				[***]2.1.7
				[***]2.1.7.1
				[***]2.1.8
				[***]2.1.8.1
				[***]2.1.8.2
				[***]2.1.9
				[***]2.1.9.1
				[***]2.1.10
				[***]2.1.10.1
				[***]2.1.11
				[***]2.1.11.1
				[***]2.1.12
				[***]2.1.12.1
				[***]2.1.13
				[***]2.1.13.1
				[***]2.1.13.2
				[***]2.1.13.3
				[***]2.1.14
				[***]2.1.14.1
				[***]2.1.14.2
				[***]2.1.14.3
				[***]
  A320F -
		  LAN - AMDT 2 - Second A320 Family PA - 10/2005     3 /15
   LETTER
			 AGREEMENT N° 6B -AMENDMENT
			 2 - SECOND A320FPURCHASE
			 AGREEMENT


2.1.15
				[***]2.1.15.1
				[***]2.1.15.2
				[***]2.1.15.3
				[***]2.1.16
				[***]2.1.16.1
				[***]2.1.16.2
				[***]2.1.16.3
				[***]2.1.17
				[***]2.1.17.1
				[***]2.1.17.2
				[***]2.1.18
				[***]2.1.18.1
				[***]2.1.18.2
				[***]2.1.18.3
				[***]**2****.****2**
				[***]2.2.1
				[***]2.2.2
				[***]2.2.2.1
				[***]2.2.3
				[***]:2.2.3.1
				[***]2.2.3.2
				[***]2.2.3.3
				[***]2.2.4
				[***]2.2.4.1
				[***]2.2.4.2
				[***]




A320F -
		  LAN - AMDT 2 - Second A320 Family PA - 10/2005     4 /15
   LETTER
			 AGREEMENT N° 6B -AMENDMENT
			 2 - SECOND A320FPURCHASE
			 AGREEMENT




2.2.5
			 [***]2.2.5.1
			 [***]2.2.5.2
			 [***]2.2.5.3
			 [***]2.2.6
			 [***]2.2.6.1
			 [***]2.2.6.2
			 [***]2.2.7
			 [***]:2.2.7.1
			 [***]2.2.8
			 [***]2.2.8.1
			 [***]2.2.8.2
			 [***]2.2.9
			 [***]2.2.9.1
			 [***]2.2.10
			 [***]:2.2.10.1
			 [***]2.2.11
			 [***]2.2.11.1
			 [***]2.2.12
			 [***]2.2.12.1
			 [***]2.2.13
			 [***]2.2.13.1
			 [***]2.2.13.2
			 [***]2.2.13.3
			 [***]2.2.14
			 [***]2.2.14.1
			 [***]2.2.14.2
			 [***]2.2.14.3
			 [***]




A320F -
			 LAN - AMDT 2 - Second A320 Family PA - 10/2005     5 /15
   LETTER
				AGREEMENT N° 6B -AMENDMENT
				2 - SECOND A320FPURCHASE
				AGREEMENT




2.2.15
				[***]2.2.15.1
				[***]2.2.15.2
				[***]2.2.15.3
				[***]2.2.16
				[***]2.2.16.1
				[***]2.2.16.2
				[***]2.2.16.3
				[***]


A320F -
				LAN - AMDT 2 - Second A320 Family PA - 10/2005     6 /15
   LETTER
				  AGREEMENT N° 6B -AMENDMENT
				  2 - SECOND A320FPURCHASE
				  AGREEMENT




2.2.17
				[***]2.2.17.1
				[***]2.2.17.2
				[***]2.2.18
				[***]2.2.18.1
				[***]2.2.18.2
				[***]2.2.18.3
				[***]**2****.****3**
				[***]2.3.1
				[***]2.3.2
				[***]**2****.****4**
				[***]2.4.1
				[***]2.4.2
				[***]**2.5**
				[***]2.5.1
				[***]2.5.2
				[***]**2****.6**
				[***]2.6.1
				[***]2.6.2
				[***]
 A320F -
				  LAN - AMDT 2 - Second A320 Family PA - 10/2005     7 /15
   LETTER
					 AGREEMENT N° 6B -AMENDMENT
					 2 - SECOND A320FPURCHASE
					 AGREEMENT


**3**
				[***]**3****.1**
				[***]3.1.1
				[***]3.1.2
				[***]3.1.3
				[***]3.1.4
				[***]3.1.5
				[***]3.1.6
				[***]3.1.7
				[***]**3****.2**
				[***]3.2.1
				[***]3.2.2
				[***]3.2.3
				[***]3.2.4
				[***]3.2.5
				[***]3.2.6
				[***]3.2.7
				[***]**3****.3**
				[***]3.3.1
				[***]3.3.2
				[***]3.3.3
				[***]3.3.4
				[***]3.3.5
				[***]3.3.6
				[***]3.3.7
				[***]**3****.4**
				[***]


A320F -
				  LAN - AMDT 2 - Second A320 Family PA - 10/2005     8 /15
   LETTER
					 AGREEMENT N° 6B -AMENDMENT
					 2 - SECOND A320FPURCHASE
					 AGREEMENT


3.4.1
				[***]3.4.2
				[***]3.4.3
				[***]3.4.4
				[***]3.4.5
				[***]3.4.6
				[***]3.4.7
				[***]**3****.5**
				[***]3.5.1
				[***]3.5.2
				[***]3.5.3
				[***]3.5.4
				[***]3.5.5
				[***]3.5.6
				[***]3.5.7
				[***]**3****.6**
				[***]3.6.1
				[***]3.6.2
				[***]3.6.3
				[***]3.6.4
				[***]3.6.5
				[***]3.6.6
				[***]3.6.7
				[***]


A320F -
				LAN - AMDT 2 - Second A320 Family PA - 10/2005     9 /15
   LETTER
				  AGREEMENT N° 6B -AMENDMENT
				  2 - SECOND A320FPURCHASE
				  AGREEMENT
				**3.7**
						  [***]3.7.1
						  [***]3.7.2
						  [***]3.7.3
						  [***]3.7.4
						  [***]3.7.5
						  [***]3.7.6
						  [***].3.7.7
						  [***]**3.8**
						  [***]**4**
						  [***]
				  
				  A320F -
						  LAN - AMDT 2 - Second A320 Family PA - 10/2005      10/15

						
						LETTER
							 AGREEMENT N° 6B -AMENDMENT
							 2 - SECOND A320FPURCHASE
							 AGREEMENT**5**
									 [***]5.1
									 [***]5.2
									 [***]5.2.1
									 [***]5.2.2
									 [***]5.3
									 [***]5.4
									 [***]5.5
									 [***]**6**
									 [***]6.1
									 [***]6.2
									 [***]6.3
									 [***]6.4
									 [***]
							 
							 A320F -
									 LAN - AMDT 2 - Second A320 Family PA - 10/2005      11/15

								  
								  LETTER
										AGREEMENT N° 6B -AMENDMENT
										2 - SECOND A320FPURCHASE
										AGREEMENT


6.5
				[***]6.6
				[***]6.7
				[***]6.8
				[***]**7**
				[***]7.1
				[***]7.2
				[***]**8**
				[***]
  A320F -
				LAN - AMDT 2 - Second A320 Family PA - 10/2005      1 2 /15
   LETTER
				  AGREEMENT N° 6B -AMENDMENT
				  2 - SECOND A320FPURCHASE
				  AGREEMENT
  9
				[***]9.1
				[***]9.1.1
				[***]9.1.2
				[***]9.1.3
				[***]9.2
				[***]9.3
				[***]9.4
				[***]
  A320F -
				LAN - AMDT 2 - Second A320 Family PA - 10/2005      1 3 /15
   LETTER
				  AGREEMENT N° 6B -AMENDMENT
				  2 - SECOND A320FPURCHASE
				  AGREEMENT


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




Agreed
						and Accepted
				  Agreed
						and AcceptedFor and
						on behalf of
				  For and
						on behalf of**LAN
						AIRLINES S.A.**
				  **AIRBUS
						S.A.S.**By
				  :
				  ____________________
				  By
				  :
				  ____________________Its
				  :
				  ____________________
				  Its
				  :
				  ____________________Date
				  :
				  ____________________
				  Date
				  :
				  ____________________
 A320F -
						LAN - AMDT 2 - Second A320 Family PA - 10/2005      1 4 /15
   LETTER
						  AGREEMENT N° 6B -AMENDMENT
						  2 - SECOND A320FPURCHASE
						  AGREEMENT


**APPENDIX
		N** **°** **A to LETTER AGREEMENT N** **°** **6B**




[***]





A320F -
				LAN - AMDT 2 - Second A320 Family PA - 10/2005      1 5 /15




**LETTER
		  AGREEMENT N° 7 -** **AMENDMENT
		  2 - SECOND A320F** **PURCHASE
		  AGREEMENT**





**LAN
		AIRLINES S.A.**





Edificio
		Huidobro


Avenida
		Presidente Riesco 5711- 20 th Floor


Las
		Condes


S A N T
		I A G O


C H I L
		E




**Subject
		 Product Support Services**




In
		connection with the execution of an Amendment No 2 (the Amendment No
		2) dated as of even date herewith to the Second A320F Purchase Agreement
		dated 20 March 1998 and amended and restated 2 August 2000 (as further amended
		from time to time, including by Amendment No. 2, the Purchase
		Agreement) between AIRBUS SAS (formerly AIRBUS INDUSTRIE then AIRBUS GIE)
		(the Seller) and Lan
		Airlines S.A. (formerly Linea
		Aerea Nacional Chile S.A. and then Lan Chile S.A. ) (the
		Buyer) which
		covers the manufacture and the sale by the Seller and the purchase by the Buyer
		of certain A320 family Aircraft as described in the Purchase Agreement , the
		Buyer and the Seller have agreed to set forth in this Letter Agreement No. 7
		(the Letter Agreement No 7) certain additional terms and conditions
		regarding the sale of the Aircraft provided for in the Purchase Agreement.
		Capitalized terms used herein and not otherwise defined in this Letter
		Agreement No. 7 will have the meanings assigned thereto in the Purchase
		Agreement, unless the context otherwise requires.




Both
		parties agree that this Letter Agreement No. 7 shall cancel and replace the
		Letter Agreement No. 7 dated 20 March 1998 of the Purchase Agreement. Both
		parties further agree that this Letter Agreement No. 7 will constitute an
		integral, nonseverable part of the Purchase Agreement, that the provisions of
		the Purchase Agreement are hereby incorporated by reference, and that this
		Letter Agreement No. 7 will be governed by the provisions of the Purchase
		Agreement, except that if the Purchase Agreement and this Letter Agreement No.
		7 have specific provisions which are inconsistent, the specific provisions
		contained in this Letter Agreement No. 7 will prevail to the extent of such
		inconsistency.




A320F -
		LAN - AMDT 2 - Second A320 Family PA - 10/2005  1 /7


---



**LETTER
		  AGREEMENT N° 7 -** **AMENDMENT
		  2 - SECOND A320F** **PURCHASE
		  AGREEMENT**





**1.** **SELLERs
		REPRESENTATIVES**





[***]








**2.** **AIRMAN**





The
		Seller shall provide to the Buyer the AIRMAN software as described and under
		conditions defined hereafter.





**2.1** **Description**





AIRMAN
		is a ground software dedicated to maintenance operations for new generation
		aircraft equipped with on-board monitoring systems.





[***]





2.1.1 [***]





2.1.2 [***]





2.1.3 [***]




**2.2** **Commercial
		Conditions**





The
		Seller will provide [***]





**2.3** **Delivery**





Delivery
		of AIRMAN shall be mutually scheduled and agreed between the parties [***]





**2.4** **Installation**





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





AIRMAN
		shall be delivered in the form of a self installed CD, however, upon request,
		the Seller may assist the Buyer with the installation of AIRMAN at the
		Buyers facilities.


In the
		event the Buyer wishes to obtain the Sellers assistance,
		[***]





**2.5** **Support**




A320F -
			 LAN - AMDT 2 - Second A320 Family PA - 10/2005  2 /7
  **LETTER
			 AGREEMENT N° 7 -****AMENDMENT
			 2 - SECOND A320F****PURCHASE
			 AGREEMENT**


A
		description of the support and maintenance services, which are included in the
		AIRMAN licence, are described in Attachment 2 hereto.





Any
		support, assistance or training over and above such services shall be provided
		upon request by the Buyer on a chargeable basis.





Practical
		information, such as hotline, telephone numbers or contact persons, shall be
		given to the Buyer before installation and shall be updated on a regular
		basis.





**2.6** **Licence**





Use of
		AIRMAN is subject to the licence conditions set forth in Clause 14 of the
		Purchase Agreement.




**3.** **PERFORMANCE
		ENGINEERS PROGRAMS**





[***]




**4.** **LOAD
		AND TRIM SHEET SOFTWARE**





**4.1** **Description**





Load and
				  Trim Sheet software (LTS) is a ground software which allows the
				  Buyer to produce, for a given aircraft configuration, [***]





**4.2**
			 **Commercial
				  Conditions**





[***]





**4.3**
			 **Delivery**





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





**4.4**
			 **Installation**





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





The
		installation of LTS shall be performed by the Buyer. ******





**4.5**
			 **Support**




Support,
		assistance and training may be provided upon the Buyers request on a


A320F -
				LAN - AMDT 2 - Second A320 Family PA - 10/2005  3/ 7
  **LETTER
				AGREEMENT N° 7 -****AMENDMENT
				2 - SECOND A320F****PURCHASE
				AGREEMENT**




chargeable
		  basis at the rates defined in the Sellers Customer Services
		  Catalog.


**4.6**
			 **Licence**





Use of
		LTS is subject to the licence conditions set forth in Appendix A to Clause 14
		of the Purchase Agreement.




**5.** **MAINTENANCE
		PLANNING DATA SUPPORT (MPDS)**





The
		Seller shall provide the Buyer with a Maintenance Planning Data Support
		[***].





The MPDS
		shall include the following options:





[***]




A320F -
				  LAN - AMDT 2 - Second A320 Family PA - 10/2005        4 / 7
  **LETTER
				  AGREEMENT N° 7 -****AMENDMENT
				  2 - SECOND A320F****PURCHASE
				  AGREEMENT**





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




Agreed
						  and Accepted
					 Agreed
						  and AcceptedFor and
						  on behalf of
					 For and
						  on behalf of**LAN
						  AIRLINES S.A.**
					 **AIRBUS
						  S.A.S.**By
					 :
					 ____________________
					 By
					 :
					 ____________________Its
					 :
					 ____________________
					 Its
					 :
					 ____________________Date
					 :
					 ____________________
					 Date
					 :
					 ____________________
 A320F -
							 LAN - AMDT 2 - Second A320 Family PA - 10/2005        5 / 7
  **LETTER
							 AGREEMENT N° 7 -****AMENDMENT
							 2 - SECOND A320F****PURCHASE
							 AGREEMENT**





**ATTACHMENT
		1**










**SELLERS
		REPRESENTATIVES SERVICES SCHEDULE AND LOCATION**










Sellers
		representatives team reinforcement as follow:





**[***]**




A320F -
			 LAN - AMDT 2 - Second A320 Family PA - 10/2005        6 / 7
   **LETTER
				AGREEMENT N° 7 -****AMENDMENT
				2 - SECOND A320F****PURCHASE
				AGREEMENT**


**ATTACHMENT
		2**





**AIRMAN
		MAINTENANCE SERVICES**





**1.**  [***]





**2.**  [***]





3.  [***]





**4.**  [***]





**5.**  [***]





**6.**  [***]







A320F -
				LAN - AMDT 2 - Second A320 Family PA - 10/2005        7 / 7





**LETTER
		  AGREEMENT No. 8 -** **AMENDMENT
		  2 - SECOND A320F** **PURCHASE
		  AGREEMENT**




**LAN
		AIRLINES S.A.**





Edificio
		Huidobro


Avenida
		Presidente Riesco 5711- 20 th Floor


Las
		Condes


S A N T
		I A G O


C H I L
		E




**Subject
		** [***]





In
		connection with the execution of an Amendment No 2 (the Amendment No.
		2) dated as of even date herewith to the Second A320F Purchase Agreement
		dated 20 March 1998 and amended and restated 2 August 2000 (as further amended
		from time to time, including by Amendment No. 2, the Purchase
		Agreement) between AIRBUS SAS (formerly AIRBUS INDUSTRIE then AIRBUS GIE)
		(the Seller) and Lan
		Airlines S.A. (formerly Linea
		Aerea Nacional Chile S.A. and then Lan Chile S.A. ) (the
		Buyer) which
		covers the manufacture and the sale by the Seller and the purchase by the Buyer
		of certain A320 family Aircraft as described in the Purchase Agreement , the
		Buyer and the Seller have agreed to set forth in this Letter Agreement No. 8
		(the Letter Agreement No 8) certain additional terms and conditions
		regarding the sale of the Aircraft provided for in the Purchase Agreement.
		Capitalized terms used herein and not otherwise defined in this Letter
		Agreement No. 8 will have the meanings assigned thereto in the Purchase
		Agreement, unless the context otherwise requires.








Both
		parties agree that this Letter Agreement No. 8 will constitute an integral,
		nonseverable part of the Purchase Agreement, that the provisions of the
		Purchase Agreement are hereby incorporated by reference, and that this Letter
		Agreement No. 8 will be governed by the provisions of the Purchase Agreement,
		except that if the Purchase Agreement and this Letter Agreement No. 8 have
		specific provisions which are inconsistent, the specific provisions contained
		in this Letter Agreement No. 8 will prevail to the extent of such
		inconsistency.





A320F -
		  LAN - AMDT 2 - Second A320 Family PA - 10/2005  1 / 3


---



**LETTER
		  AGREEMENT No. 8 -** **AMENDMENT
		  2 - SECOND A320F** **PURCHASE
		  AGREEMENT**
 1.
				  [***]1.1
				  [***]1.2
				  [***]2.
				  [***]




A320F -
			 LAN - AMDT 2 - Second A320 Family PA - 10/2005  2 / 3
  **LETTER
			 AGREEMENT No. 8 -****AMENDMENT
			 2 - SECOND A320F****PURCHASE
			 AGREEMENT**


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


Agreed
							 and Accepted
						Agreed
							 and AcceptedFor and
							 on behalf of
						For and
							 on behalf of**LAN
							 AIRLINES S.A.**
						**AIRBUS
							 S.A.S.**By
						:
						____________________
						By
						:
						____________________Its
						:
						____________________
						Its
						:
						____________________Date
						:
						____________________
						Date
						:
						____________________
 A320F -
								LAN - AMDT 2 - Second A320 Family PA - 10/2005  3 / 3
  **SIDE
								LETTER -****AMENDMENT
								2 - SECOND A320F****PURCHASE
								AGREEMENT**





**LAN
		AIRLINES S.A.**





Edificio
		Huidobro


Avenida
		Presidente Riesco 5711- 20 th Floor


Las
		Condes


S A N T
		I A G O


C H I L
		E




**Subject
		** [***]




In
		connection with the execution of an Amendment No 2 (the Amendment No.
		2) dated as of even date herewith to the Second A320F Purchase Agreement
		dated 20 March 1998 and amended and restated 2 August 2000 (as further amended
		from time to time, including by Amendment No. 2, the Purchase
		Agreement) between AIRBUS SAS (formerly AIRBUS INDUSTRIE then AIRBUS GIE)
		(the Seller) and Lan
		Airlines S.A. (formerly Linea
		Aerea Nacional Chile S.A. and then Lan Chile S.A. ) (the
		Buyer) which
		covers the manufacture and the sale by the Seller and the purchase by the Buyer
		of certain A320 family Aircraft as described in the Purchase Agreement , the
		Buyer and the Seller have agreed to set forth in this side letter certain
		additional terms and conditions in connection with the retrofit of certain A319
		aircraft already delivered under the Purchase Agreement. Capitalized terms used
		herein and not otherwise defined in this side letter will have the meanings
		assigned thereto in the Purchase Agreement, unless the context otherwise
		requires.








Both
		parties agree that this side letter will constitute an integral, nonseverable
		part of the Purchase Agreement, that the provisions of the Purchase Agreement
		are hereby incorporated herein by reference, and that this side letter will be
		governed by the provisions of the Purchase Agreement, except that if the
		Purchase Agreement and this side letter have specific provisions which are
		inconsistent, the specific provisions contained in this side letter will
		prevail to the extent of such inconsistency.





A320F -
		  LAN - AMDT 2 - Second A320 Family PA - 10/2005  1 / 3


---



**SIDE
		  LETTER -** **AMENDMENT
		  2 - SECOND A320F** **PURCHASE
		  AGREEMENT**


[***]


A320F -
		  LAN - AMDT 2 - Second A320 Family PA - 10/2005  2 / 3


---



**SIDE
		  LETTER -** **AMENDMENT
		  2 - SECOND A320F** **PURCHASE
		  AGREEMENT**




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




Agreed
							 and Accepted
						Agreed
							 and AcceptedFor and
							 on behalf of
						For and
							 on behalf of**LAN
							 AIRLINES S.A.**
						**AIRBUS
							 S.A.S.**By
						:
						____________________
						By
						:
						____________________Its
						:
						____________________
						Its
						:
						____________________By
						:
						____________________
						By
						:
						____________________Its
						:
						____________________
						Its
						:
						____________________Date
						:
						____________________
						Date
						:
						____________________
 A320F -
						  LAN - AMDT 2 - Second A320 Family PA - 10/2005  3 / 3
  **SIDE
						  LETTER -****AMENDMENT
						  3 - FIRST A320F****PURCHASE
						  AGREEMENT**





**LAN
		AIRLINES S.A.**





Edificio
		Huidobro


Avenida
		Presidente Riesco 5711- 20 th Floor


Las
		Condes


S A N T
		I A G O


C H I L
		E




**Subject
		** [***]




In
		connection with the execution of an Amendment No 3 (the Amendment No.
		3) dated as of even date herewith to the First A320F Purchase Agreement
		dated 20 March 1998 and amended and restated 2 August 2000 (as further amended
		from time to time, including by Amendment No. 3, the Purchase
		Agreement) between AIRBUS SAS (formerly AIRBUS INDUSTRIE then AIRBUS GIE)
		(the Seller) and Lan
		Airlines S.A. (formerly Linea
		Aerea Nacional Chile S.A. and then Lan Chile S.A. ) (the
		Buyer) which
		covers the manufacture and the sale by the Seller and the purchase by the Buyer
		of certain A320 family Aircraft as described in the Purchase Agreement , the
		Buyer and the Seller have agreed to set forth in this side letter certain
		additional terms and conditions in connection with the retrofit of certain A319
		aircraft already delivered under the Purchase Agreement. Capitalized terms used
		herein and not otherwise defined in this side letter will have the meanings
		assigned thereto in the Purchase Agreement, unless the context otherwise
		requires.




Both
		parties agree that this side letter will constitute an integral, nonseverable
		part of the Purchase Agreement, that the provisions of the Purchase Agreement
		are hereby incorporated herein by reference, and that this side letter will be
		governed by the provisions of the Purchase Agreement, except that if the
		Purchase Agreement and this side letter have specific provisions which are
		inconsistent, the specific provisions contained in this side letter will
		prevail to the extent of such inconsistency.





A320F -
		LAN - AMDT 3 - First A320 Family PA - 10/2005  1 / 3




---

**SIDE
		  LETTER -** **AMENDMENT
		  3 - FIRST A320F** **PURCHASE
		  AGREEMENT**


[***]


A320F -
		  LAN - AMDT 3 - First A320 Family PA - 10/2005  2 / 3
   **SIDE
			 LETTER -****AMENDMENT
			 3 - FIRST A320F****PURCHASE
			 AGREEMENT**


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




Agreed
								and Accepted
						  Agreed
								and AcceptedFor and
								on behalf of
						  For and
								on behalf of**LAN
								AIRLINES S.A.**
						  **AIRBUS
								S.A.S.**By
						  :
						  ____________________
						  By
						  :
						  ____________________Its
						  :
						  ____________________
						  Its
						  :
						  ____________________By
						  :
						  ____________________
						  By
						  :
						  ____________________Its
						  :
						  ____________________
						  Its
						  :
						  ____________________Date
						  :
						  ____________________
						  Date
						  :
						  ____________________
 A320F -
								LAN - AMDT 3 - First A320 Family PA - 10/2005  3 / 3