EXHIBIT 4.2.1



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.



Supplemental Agreement No. 16

to

Purchase Agreement No. 2126

between

THE BOEING COMPANY

and

LANAIRLINESS.A.

(formerly known as Lan Chile S.A.)

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

THIS SUPPLEMENTAL AGREEMENT`, entered into
		as of the 11th day of November 2004, by and between THE BOEING COMPANY, a
		Delaware corporation (hereinafter called Boeing), and LAN Airlines S.A., a
		Chile corporation (hereinafter called Customer);

WITNESSETH:

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

WHEREAS, Customer and Boeing have come to
		agreement on the purchase and sale of four 767-300 Aircraft with scheduled
		delivery months of January, June, September and December of 2006,

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

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

1.
			 Quantity, Model, and
				  Description.


1.1Purchase of Four Additional Boeing Model 767
		Aircraft. This Supplemental Agreement
		amends the Purchase Agreement to reflect the purchase by customer of one
		767-316F Aircraft and three 767-316ER Aircraft.

1.2.Aircraft Description for 767-316F
		Aircraft. Boeing will manufacture and
		sell to Customer, and Customer will purchase from Boeing, the Aircraft
		described in the attached Aircraft Information Table No. 5. This attached
		Aircraft Information Table No. 5 includes the detail specification number
		of Customers Aircraft and will replace in its entirety the prior Table
		No. 5.





---

1.3.Aircraft Description for 767-316ER
		Aircraft. Boeing will manufacture and
		sell to Customer, and Customer will purchase from Boeing, the Aircraft
		described in the attached Aircraft Information Table No. 6. This attached
		Aircraft Information Table No. 6 contains preliminary specification
		information for the 767-316ER Aircraft which is in the process of being
		finalized.

2.Aircraft Delivery Schedule. The scheduled delivery month of each of the additional
		Aircraft is set forth in the attached Aircraft Information Tables No. 5
		and 6.

3.Price. The
		Aircraft Basic Price and each component thereof and the Advance Payment Base
		Price for each of the additional Aircraft.

3.1.
			 Payment.




3.1.1.      Boeing
		acknowledges that Customer has paid deposit payments to Boeing on October 28,
		2004 in the amount of $140,000 for each of the Aircraft.

3.1.2.Customer will make Advance Payments to Boeing in the
		amount of 30% of the Advance Payment Base Price for each of the Aircraft. These
		payments will begin with a payment of 1%, less any deposit previously paid to
		Boeing. Additional payments for the Aircraft are due on the first business day
		of the months and in the amounts set forth in the attached Aircraft Information
		Tables No. 5 and 6.

3.1.3.The total amount of Advance Payments due upon the date
		of this Supplemental Agreement will include all Advance Payments that are or
		were due on or before such date in accordance with the Advance Payment Schedule
		set forth in the attached Aircraft Information Tables No. 5 and 6.

3.1.4.Any payments due to Boeing shall be made via wire
		transfer to the Boeing bank account as identified below.

[***]

4.
			 Miscellaneous.


4.1.Table of Contents. Remove and replace in its entirety the Table of
		Contents, with the Table of Contents attached hereto, to reflect the changes
		made by this Supplemental Agreement No. 16.

4.2.Letter Agreement. Remove and replace in its entirety Letter Agreement
		6-1162-LAJ-0895 entitled[***]and replace it with the revised Letter Agreement
		6-1162-LAJ-0895R1 entitled[***]and attached
		hereto.

4.3.
			 Confidentiality.




Each of Customer and Boeing understand that
		the information contained in this Supplemental Agreement is considered
		confidential. Each of Customer and Boeing agrees to treat this Supplemental
		Agreement as confidential and will not, without the prior written
		consentof the other party, disclose this
		SupplementalAgreement or any information contained herein to any
		third parties other than as required by applicable law or by the Export-Import
		Bank of the United States.

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



2






---

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

THE BOEING COMPANY
			 LAN AIRLINES S.A.By____[Illegible]_________
			 By____[Illegible]____________ItsAttorney-In-Fact
			 ItsSenior VP Corporate Investments






3






---

PURCHASE AGREEMENT NUMBER 2126

between

THE BOEING COMPANY

and

LAN Airlines S.A.

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





---

TABLE OF CONTENTS

ARTICLES

1.
			 Quantity, Model and
				  Description
			 SA 16


2.
			 Delivery Schedule
			 SA 16


3.
			 Price
			 SA 16


4.
			 Payment
			 SA 16


5.
			 Miscellaneous
			 SA 16


TABLE

1.
			 Aircraft Information Table
			 SA 1


2.
			 Aircraft Information Table
			 SA 1


3.
			 Aircraft Information Table
			 SA 8


4.
			 Aircraft Information Table
			 SA 11


5.
			 Aircraft Information Table 767-316F
				  Aircraft
			 SA 16


6.
			 Aircraft Information Table 767-316ER
				  Aircraft
			 SA 16


EXHIBIT

A.
			 Aircraft Configuration


A-1
			 Aircraft Configuration
			 SA 1


A-2
			 Aircraft Configuration
			 SA 5


A-3
			 Aircraft Configuration
			 SA 10


A-4
			 Aircraft Configuration 767-316F
				  Aircraft
			 SA 15


A-5
			 Aircraft Configuration 767-316ER
				  Aircraft
			 SA 16




B.
			 Aircraft Delivery Requirements and
				  Responsibilities
			 SA 1


SUPPLEMENTAL EXHIBITS

BFE1.
			 BFE Variables
			 SA 1


CS1.
			 Customer Support Variables
			 SA 1


EE1.
			 Engine Escalation/Engine Warranty
				  and Patent Indemnity
			 SA 1


EE1-1.
			 Engine Escalation/Engine Warranty
				  and Patent Indemnity
			 SA 5


EE1-2.
			 Engine Escalation/Engine Warranty
				  and Patent Indemnity
			 SA 13


SLP1.
			 Service Life Policy
				  Components


LETTER AGREEMENTS

2126-1
			 Seller Purchased Equipment


2126-2
			 Cabin Systems Equipment


2126-3R4
			 [***]
			 SA 13




i






---

RESTRICTED LETTER AGREEMENTS



6-1162-DMH-350
			 [ * * *]6-1162-DMH-351
			 [ * * *]6-1162-DMH-472
			 [ * * *]
			 SA 16-1162-DMH-475
			 [ * * *]
			 SA 16-1162-DMH-1031R2
			 [ * * *]
			 SA 96-1162-LAJ-311
			 [ * * *]
			 SA 116-1162-LAJ-0895
			 [ * * *]
			 SA 146-1162-LAJ-0895R1
			 [ * * *]
			 SA 16






ii






---

Aircraft Information Table No. 5

to Purchase Agreement No. 2126

Aircraft Delivery, Description, Price and
		Advance Payments

Airframe Model/MTGW:
			 767-300F
			 
			 412,000
			 
			 Detail Specification:
			 D019T002LAN63F-1 (4/2004)Engine Model:
			 CF6-80C2B6F
			 
			 
			 
			 Airframe Price Base Year:
			 Jul-03Airframe Price:
			 
			 
			 $109,022,000
			 
			 Engine Price Base Year:
			 Jul-03Optional Feature:
			 
			 
			 $     1,410,200Sub-Total of Airframe and Features:
			 
			 
			 $110,432,200
			 
			 Airframe Escalation Data:Engine Price (Per Aircraft):
			 
			 
			 $  18,424,006
			 
			 Base Year Index (ECI):
			 165.00Aircraft Basic Price (Excluding BFE/SPE):
			 
			 
			 $128,856,206
			 
			 Base Year Index (ICI):
			 136.80Bayer Furnished Equipment (BFE) Estimate
			 
			 
			 $                      0
			 
			 Engine Escalation Data:Seller Purchased Equipment (SPE) Estimate:
			 
			 
			 $     1,418,000
			 
			 Base Year Index (CPI):
			 151.980Refundable Deposit per Aircraft at Proposal
				  Acceptance:
			 
			 $        140,000




Delivery
				Date
			 Number of
				Aircraft
			 EscalationFactor
				  (Airframe)
			 Escalation Factor (Engine)
			 Manufacturer
				Serial Number
			 Escalation Estimate Adv Payment Base
				Price Per A/P
			 Advance Payment Per Aircraft (Amts, Due/Mos. Prior
				  to Delivery):At Signing1%
			 24 Mos.4%
			 21/18/12/9/6 Mos.5%
			 Total38%Jul-2005
			 1
			 1.0607
			 1.0690
			 34245
			 $138,381,000
			 $1,243,810
			 $5,535,240
			 $6,919,050
			 $41,514,300Oct-2005
			 1
			 1.0689
			 1.0760
			 34246
			 $139,415,000
			 $1,254,150
			 $5,576,600
			 $6,970,750
			 $41,824,500Jun-2006
			 1
			 1.0960
			 1.1080
			 34629
			 $143,001,000
			 $1,290,010
			 $5,720,040
			 $7,150,050
			 $42,900,300






1






---

Aircraft Information Table No. 6

to Purchase Agreement No. 2126

Aircraft Delivery, Description, Price and
		Advance Payments

Airframe
				  Model/MTOW:         767-300ER
			 412,000
			 Detail Specification:
			 D019T001-E (November 2003)Engine
				  Model:                       CF6-80C2B6F
			 
			 Airframe Price Base Year/Escalation
				  Formula:
			 Jul-03
			 Fixed Factor ECI-W AirframeAirframe Price:
			 $  97,098,000
			 Engine Price Base Year/Escalation Formula:
			 Jul-03
			 GE CF6-80 (99 rev.)Optional Features:
			 $     7,622,700Sub-Total of Airframe and Features:
			 $104,720,700
			 Airframe Escalation
				  Data:Engine Price (Per Aircraft):
			 $  18,424,006
			 Base Year Index (BCI):
			 N/AAircraft Basic Price (Excluding BFE/SPE):
			 $123,144,706
			 Base Year Index (ICI):
			 N/ABuyer Furnished Equipment (BFE) Estimate:
			 $                      0
			 Engine Escalation
				  Data:Seller Purchased Equipment (SPE) Estimate:
			 $     2,950,000
			 Base Year Index (CPI):
			 151.980Refundable Deposit/Aircraft at Proposal
				  Accept:
			 $         140,000






Delivery Date
			 Number of
				Aircraft
			 EscalationFactor(Airframe)
			 EscalationFactor(Engine)
			 Manufacturer
				Serial Number
			 Escalation EstimateAdv Payment BasePrice Per
				  A/P
			 Advance Payment Per Aircraft (Amts, Due/Mos. Prior
				  to Delivery)At Signing
				1%
			 24 Mos.
				4%
			 21/18/12/9/6 Mos.
				5%
			 Total
				38%Jan-2006
			 1
			 1.0854
			 1.0950
			 34626
			 $137,040,000
			 $1,230,400
			 $5,481,600
			 $6,852,000
			 $40,972,000Sep-2006
			 1
			 1.1047
			 1.1140
			 34627
			 $139,468,000
			 $1,254,680
			 $5,578,720
			 $6,973,400
			 $41,700,400Dec-2006
			 1
			 1.1140
			 1.1210
			 34628
			 $140,598,000
			 $1.265,980
			 $5,623,920
			 $7,029,900
			 $42,039,400






2






---

AIRCRAFT CONFIGURATION

between

THE BOEING COMPANY

and

LAN Airlines S.A.

Exhibit A-5 to Purchase Agreement Number
		2126





---

AIRCRAFT CONFIGURATION

Relating to

BOEING MODEL 767-316ER AIRCRAFT

THE LAN AIRCRAFT

The Detail Specification for the Aircraft is
		based on Boeing Customer Detail Specification D019T001-1 dated November 2003
		and is in the process of development.

The Optional Features and Changes utilized
		for the initial pricing are based on the last delivered 767-316ER Aircraft and
		will be updated when the basic configuration is completed.



1






---

Boeing Commercial Airplanes

P.O. Box 3707

Seattle, WA 98124-2207

6-1162-LAJ-0895R1

Lan Airlines, S.A.

Santiago, Chile

Subject:
			 [***]


Reference:
			 Purchase Agreement No. 2126
				  (The Purchase Agreement) between The Boeing Company (Boeing) and Lan Chile S.A.
				  (formerly known as Lan Chile S.A) (Customer) relating to Model 767-316F and
				  Model 767-316ER aircraft (hereinafter referred to as
				  Aircraft)




This letter agreement (Letter Agreement)
		amends the Purchase Agreement. All terms used but not defined in this Letter
		Agreement shall have the same meaning as in the Purchase Agreement. This Letter
		Agreement supersedes and replaces in its entirety Letter Agreement
		6-1162-LAJ-0895 dated April 20, 2004.

1.
			 Credit Memorandum.


In consideration of Customer purchasing the
		Aircraft, Boeing will provide concurrent with the delivery of each Model
		767-316F and each Model 767-316ER Aircraft contained on the Aircraft
		Information Tables No. 5 and 6 of the Purchase Agreement a credit
		memorandum equal to[***]of the
		escalated Airframe Price. This credit memorandum may be used for the purchase
		of any Boeing goods and services including aircraft but the credit memorandum
		may not be used for advance payments.

2.
			 Export License.


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

3.
			 Warranty Modification.


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

4.
			 [***]


5.
			 [***]


6.
			 [***]




2






---

7.
			 Payment Due at Signing of
				  Supplemental Agreement No. 14.


Notwithstanding payment requirements described in
		Supplemental Agreement No. 14, Customer may defer the payment (s) that would
		otherwise be required at signing to any date on or before May 6, 2004.

8.
			 [***]


9.
			 [***]


10.
			 [***]


11.
			 [***]


12.
			 [***]


13.
			 [***]


14.
			 [***]




15.
			 [***]


16.
			 [***]


16.1
			 [***]


16.2
			 [***]


16.3
			 [***]


16.3.1
			 [***]


16.3.2
			 [***]


16.3.3
			 [***]


17.
			 Aircraft Information Tables and
				  Advance Payments.


Because of the flexibility described above,
		Aircraft Information Tables are attached to this business offer to establish
		the Aircraft Delivery, Description, Price and Advance Payments in those cases
		where a change will be made to the Default Aircraft Decision. In any case where
		a change to Aircraft Information Tables No. 5 or 6 is required, Boeing
		will provide Customer with each such revised aircraft information table which
		will be incorporated into Purchase Agreement 2126 without any additional
		signatures or authority from either party. If a change to the Purchase
		Agreement causes the Advance Payments being held for a particular aircraft to
		change, Boeing will invoice Customer if more advance payments are required and
		Boeing will provide a refund to Customer if Boeing is holding more advance
		payments than are required because of the change.



3






---

18.
			 Payment Due at Signing of
				  Supplemental Agreement No. 16.


Notwithstanding payment requirements
		described in Supplemental Agreement No. 16 to Purchase Agreement
		No. 2126, Customer may defer without interest the payment required at
		signing to any date on or before November 12, 2004.

19.
			 [***]


20.0.
			 Confidentiality.


Each of Customer and Boeing understand that
		the information contained in this Letter Agreement is considered confidential.
		Each of Customer and Boeing agree to treat this Letter Agreement as
		confidential and will not, without the prior written consent of the other
		party, disclose this Letter Agreement or any information contained herein to
		any third parties, other than as required by applicable law or the
		Export-Import Bank of the United States.

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

Very truly yours,

THE BOEING COMPANY

By
			 [Illegible]


Its
			 Attorney-In-Fact




ACCEPTED AND AGREED TO this

Date: November 11th, 2004

LAN AIRLINES S.A.

By
			 [Illegible]


Its
			 Senior VP Corporate
				  Investments






4






---

Aircraft Information Table

to LA 6-1162-LAJ-0895R1

Aircraft Delivery, Description, Price and
		Advance Payments



Airframe
				  Model/MTOW:                    767-300ER
			 412,000
			 Detail Specification:
			 D019T001-E (November 2003)Engine
				  Model:                                CP6-80C2B6F
			 
			 Airframe Price Base Year/Escalation Formal:
			 Jul-03
			 Fixed Factor ECI- AirframeAirframe Price:
			 $  97,098,000
			 Engine Price Base Year/Escalation Formula:
			 Jul-03
			 GE CF6-80 (99 rev.)Optional Features:
			 $     7,622,700Sub-Total of Airframe and Features:
			 $104,720,700
			 Airframe Escalation Data:Engine Price (Per Aircraft);
			 $  18,424,006
			 Base Year Index (ECI):
			 N/AAircraft Basic Price (Excluding BFE/SPE):
			 $123,144,706
			 Base Year Index (ICI):
			 N/ABuyer Furnished Equipment (BFE) Estimate:
			 $                      0
			 Engine Escalation Data:Seller Purchased Equipment (SPE) Estimate:
			 $     2,950,000
			 Base Year Index (CPI):
			 151.980Refundable Deposit/Aircraft at Proposal
				  Accept:
			 $         140,000




DeliveryDate
			 Number ofAircraft
			 Escalation Factor (Airframe)
			 Escalation Factor (Engine)
			 ManufacturerSerial
				  Number
			 Escalation Estimate Adv Payment Base Price Per
				  A/P
			 Advance Payment Per Aircraft (Amts. Due/Mos. Prior
				  to Delivery):At Signing 1%
			 24 Mos.  4%
			 21/18/12/9/6 Mos.
				5%
			 Total30%Jun-2006
			 1
			 1.0960
			 1.1080
			 34629
			 $138,421,000
			 $1,244,210
			 $5,536,840
			 $6,921,050
			 $41,386,300








5






---

Aircraft Information Table

to Letter Agreement
		No. 6-1162-LAJ-0895R1

Aircraft Delivery, Description, Price and
		Advance Payments

Airframe
				  Model/MTGW:       767-300F           412,000
			 
			 Detail Specification:
			 D019T002LAN63F-1 (4/2004)Engine
				  Model:                      CF6-80C2B6F
			 
			 Airframe Price Base Year:
			 Jul-03Airframe Price:
			 $109,022,000
			 Engine Price Base Year:
			 Jul-03Optional Features:
			 $     1,410,200Sub-Total of Airframe and Features:
			 $110,432,200
			 Airframe Escalation Data:Engine Price (Per Aircraft):
			 $ 18,424,006
			 Base Year Index (ECI):
			 
			 165.00Aircraft Basic Price (Excluding BFE/SPE):
			 $128,856,206
			 Base Year Index (ICI):
			 
			 136.80Buyer Furnished Equipment (BFE) Estimate:
			 $                      0
			 Engine Escalation Data:Seller Purchased Equipment (SPE) Estimate:
			 $     1,418,000
			 Base Year Index (CPI):
			 
			 151.980Refundable Deposit per Aircraft at Proposal
				  Acceptance:
			 $       140,000






Delivery
				Date
			 Number of
				Aircraft
			 Escalation
				Factor
				(Airframe)
			 Escalation
				Factor
				(Engine)
			 Manufacturer
				Serial Number
			 Escalation EstimateAdv
				  Payment BasePrice Per A/P
			 Advance Payment Per Aircraft (Amts. Due/Mos. Prior
				  to Delivery):At Signing
				1%
			 24 Mos.
				4%
			 21/18/12/9/6 Mos.
				5%
			 Total
				38%Sep-2006
			 1
			 1.1047
			 1.1114
			 34627
			 $144,086,000
			 $1,300,860
			 $5,763,440
			 $7,204,300
			 $43,225,800Dec-2006
			 1
			 1.1140
			 1.1210
			 34628
			 $145,255,000
			 $1,312,550
			 $5,810,200
			 $7,262,750
			 $43,576,500






6






---

Boeing Commercial Airplanes

P.O. Box 3707

Seattle, WA 98124-2207

6-1162-LAJ-956

February 4, 2005

LAN Airlines S.A.

Santiago, Chile

Subject:
			 [ * * * ]


Reference:
			 Purchase Agreement No. 2126 (The
				  Purchase Agreement) between The Boeing Company (Boeing) and LAN Airlines S.A.
				  (formerly known as Lan Chile S.A.) (Customer) relating to Model 767-316F and
				  Model 767-316ER aircraft (hereinafter referred to as
				  Aircraft)


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

1.
			 [ * * * ]


2.
			 Confidentiality.


Customer and Boeing understand that the information
		contained in this Letter Agreement is considered confidential. Each of Customer
		and Boeing agree to treat this Letter Agreement as confidential and will not,
		without the prior written consent of the other party, disclose this Letter
		Agreement or any information contained herein to any third parties, other than
		as required by applicable law or by the Export-Import Bank of the United
		States.

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



7






---

Very truly yours,

THE BOEING COMPANY

By
			 [Illegible]


Its
			 Attorney-In-Fact




LAN Airlines S.A.

By
			 [Illegible]


Its
			 Senior VP Corporate
				  Investments






8






---

Supplemental Agreement No. 17

to

Purchase Agreement No. 2126

between

THE BOEING COMPANY

and

LAN AIRLINES S.A.

(Formerly known as Lan Chile S.A.)

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

THIS SUPPLEMENTAL AGREEMENT, entered into as
		of the 21st day of January 2005, by and between THE BOEING COMPANY,
		a Delaware corporation (hereinafter called Boeing), and LAN Airlines S.A, a
		Chile corporation (hereinafter called Customer);

WITNESSETH:

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

WHEREAS, Customer and Boeing have come to
		agreement on the configuration of the recently purchased 767-316ER aircraft
		with scheduled delivery months of January, September and December of
		2006;

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

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

1.
			 Aircraft Description for
				  767-316ER Aircraft. This Supplemental
				  Agreement includes configuration of Customers 2006 767-316ER Aircraft as
				  summarized in the attached Exhibit A-5 entitledAircraft Configuration for 767-316ER
				  Aircraft.


2.
			 Miscellaneous.


2.1. Table of Contents. Remove and replace
		in its entirety the Table of Contents, with the revised Table of Contents
		attached hereto.



P.A. 2126
			 Page 1
			 SA 17






---

2.2. Aircraft Information Table No 6. Remove
		and replace in its entirety the AircraftInformation Table No. 6, with the revisedAircraft Information Table No. 6attached hereto.

2.3. Exhibit A-5. Remove and replace in its
		entirety the Exhibit A-5Aircraft
		Configuration for 767-316ER Aircraftwith the revised Exhibit A-5Aircraft
		Configuration for 767-316ER Aircraftattached hereto.

2.4. Letter Agreement 2126-2R1. Remove and
		replace in its entirety Letter Agreement 2126-2Cabin Systems Equipmentwith the revised 2126-2R1Cabin Systems Equipmentattached hereto.

3.
			 Confidentiality.


Customer and Boeing understand that the
		information contained in this Supplemental Agreement is considered
		confidential. Each of Customer and Boeing agree to treat this Supplemental
		Agreement as confidential and will not, without the prior written consent of
		the other party, disclose this Supplemental Agreement or any information
		contained herein to any third parties, other than as required by applicable law
		or by the Export-Import Bank of the United States.

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

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

THE BOEING COMPANY
				By[Illegible]
			 LAN AIRLINES S.A.
				By[Illegible]ItsAttorney-In-Fact
			 ItsSenior VP Corporate Investments






P.A. 2126
			 Page 2
			 SA 17






---

Aircraft Information Table No.
		6

to Purchase Agreement No. 2126

Aircraft Delivery, Description, Price and
		Advance Payments

Airframe
				  Model/MTOW:       767-300ER
			 412,000
			 Detail
				  Specification:  D019T001LAN63E-1 (Jan 20, 2005)Engine
				  Model:                          CF6-80C2B6F
			 
			 Airframe Price Base Year/Escalation
				  Formula:
			 Jul-03  Fixed Factor ECI-W
				  AirframeAirframe Price:
			 $  97,098,000
			 Engine Price Base Year/Escalation
				  Formula:
			 Jul-03             GE
				  CF6-80 (99 rev.)Optional Features:
			 $     5,784,000Sub-Total of Airframe and Features:
			 $102,882,000
			 Airframe Escalation Data:Engine Price (Per Aircraft):
			 $   18,424,006
			 Base Year Index (ECI):
			 N/AAircraft Basic Price (Excluding
				  BFE/SPE):
			 $121,306,006
			 Base Year Index (ICI):
			 N/ABuyer Furnished Equipment (BFE)
				  Estimate:
			 $                      0
			 Engine Escalation Data:Seller Purchased Equipment (SPE)
				  Estimate:
			 $     5,050,000
			 Base Year Index (CPI):
			 151.980Refundable Deposit/Aircraft at Proposal
				  Accept:
			 $         140,000




Delivery
				Date
			 Number of
				Aircraft
			 Escalation
				Factor
				(Airframe)
			 Escalation
				Factor
				(Engine)
			 Manufacturer
				Serial Number
			 Escalation Estimate
				Adv Payment Base
				Price Per A/P
			 Advance Payment Per Aircraft
				  (Amts. Due/Mos. Prior to Delivery):At Signing
				1%
			 24 Mos.
				4%
			 21/18/12/9/6 Mos.
				5%
			 Total
				30%Jan-2006
			 1
			 1.0854
			 1.0950
			 34626
			 $137,040,000
			 $1,230,400
			 $5,481,600
			 $6,852,000
			 $40,972,000Sep-2006
			 I
			 1.1047
			 1.1140
			 34627
			 $139,468,000
			 $1,254,680
			 $5,578,720
			 $6,973,400
			 $41,700,400Dec-2006
			 I
			 1.1140
			 1.1210
			 34628
			 $140,598,000
			 $1,265,980
			 $5,623,920
			 $7,029,900
			 $42,039,400






LAN P.A. 2126, SA 17
			 Boeing Proprietary
			 Page 1 of 1






---

PURCHASE AGREEMENT NUMBER 2126

between

THE BOEING COMPANY

and

LAN Airlines S.A.

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



P.A. 2126
			 
			 SA 17






---

TABLE OF CONTENTS

ARTICLES

A.
			 Quantity, Model and
				  Description
			 SA 16


B.
			 Delivery Schedule
			 SA 16


C.
			 Price
			 SA 16


D.
			 Payment
			 SA 16


E.
			 Miscellaneous
			 SA 16


TABLE

F.
			 Aircraft Information Table
			 SA 1


G.
			 Aircraft Information Table
			 SA 1


H.
			 Aircraft Information Table
			 SA 8


I.
			 Aircraft Information Table
			 SA 11


J.
			 Aircraft Information Table 767-316F
				  Aircraft
			 SA 16


K.
			 Aircraft Information Table 767-316ER
				  Aircraft
			 SA 17


EXHIBIT

A.
			 Aircraft Configuration


A-1
			 Aircraft Configuration
			 SA 1


A-2
			 Aircraft Configuration
			 SA 5


A-3
			 Aircraft Configuration
			 SA 10


A-4
			 Aircraft Configuration 767-316F
				  Aircraft
			 SA 15


A-5
			 Aircraft Configuration 767-316ER
				  Aircraft
			 SA 17


B.
			 Aircraft Delivery Requirements and
				  Responsibilities
			 SA 1


SUPPLEMENTAL EXHIBITS

BFE1.
			 BFE Variables
			 SA 1


CS1.
			 Customer Support Variables
			 SA 1


EE1.
			 Engine Escalation/Engine Warranty
				  and Patent Indemnity
			 SA 1


EE1-1.
			 Engine
				Escalation/Engine Warranty and Patent Indemnity
			 SA 5


EE1-2.
			 Engine
				Escalation/Engine Warranty and Patent Indemnity
			 SA 13


SLP1.
		                      Service
		Life Policy Components

LETTER AGREEMENTS

2126-1
			 Seller Purchased Equipment


2126-2R1
			 Cabin Systems Equipment
			 SA 17


2126-3R4
			 [***]
			 SA 13








P.A. 2126
			 1
			 SA 17






---



RESTRICTED LETTER
				  AGREEMENTS6-1162-DMH-350
			 [***]6-1162-DMH-351
			 [***]6-1162-DMH-472
			 [***]
			 SA 16-1162-DMH-475
			 [***]
			 SA 16-1162-DMH-1031R2
			 [***]
			 SA 96-1162-LAJ-311
			 [***]
			 SA 116-1162-LAJ-0895
			 [***]
			 SA 146-1162-LAJ-0895R1
			 [***]
			 SA 16






P.A. 2126
			 Page 2
			 SA 17






---

AIRCRAFT CONFIGURATION

between

THE BOEING COMPANY

and

LAN Airlines S.A.

Exhibit A-5 to Purchase Agreement Number
		2126



P.A. 2126
			 A-5BOEING PROPRIETARY
			 SA 17






---

AIRCRAFT CONFIGURATION

Relating to

BOEING MODEL 767-316ER AIRCRAFT

THE LAN AIRCRAFT

The Detail Specification is Boeing Detail
		Specification D019T001LAN63E-1 January 20, 2005. Such Detail Specification will
		be comprised of Boeing Configuration Specification D019T001 Revision E dated
		November 5, 2003 as amended to incorporate the Options on the following pages,
		including the effects on Manufacturers Empty Weight (MEW) and Operating
		Empty Weight (OEW). As soon as practicable, Boeing will furnish to Customer
		copies of the Detail Specification, which copies will reflect such Options. The
		Aircraft Basic Price reflects and includes all effects of such Options, except
		such Aircraft Basic Price does not include the price effects of any Buyer
		Furnished Equipment or Seller Purchased Equipment.



P.A. 2126
			 A-5BOEING PROPRIETARY
			 SA 17






---



Exhibit A-5CR
			 Title
			 Jul 2003 DLRSPer A/C[***]






P.A. 2126 SA 17
			 BOEING PROPRIETARY
			 Page 1 of 7






---

2126-2R1

LAN Airlines

S.A. Santiago, Chile

Subject:
			 Installation of Cabin Systems
				  Equipment


Reference:
			 Purchase Agreement No. 2126 (the
				  Purchase Agreement) between The Boeing Company (Boeing) and LAN Airlines S.A.
				  (Customer) relating to Model 767-316ER aircraft (the Aircraft)


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

Customer has requested that Boeing install
		in the Aircraft the inflight entertainment and cabin communications systems
		(IFE/CCS) described in Attachment A to this Letter Agreement.

Because of the complexity of the IFE/CCS,
		special attention and additional resources will be required during the
		development, integration, certification, and manufacture of the Aircraft to
		achieve proper operation of the IFE/CCS at the time of delivery of the
		Aircraft. To assist Customer, Boeing will perform the functions of project
		manager (the Project Manager) as set forth in Attachment B.

1.
			 Responsibilities.


1.1
			 Customer will:


1.1.1
			 Provide Customers IFE/CCS
				  system requirements to Boeing;


1.1.2Select the IFE/CCS suppliers (Suppliers) identified in
		the Change Requests listed in Attachment A to this Letter Agreement;

1.1.3Participate with Boeing in meetings with Suppliers to
		ensure that Suppliers functional system specifications meet
		Customers and Boeings respective requirements. Such functional
		systems specifications define functionality to which Boeing will test prior to
		delivery but is not a guarantee of functionality at delivery;

1.1.4
			 Select Supplier part numbers;


1.1.5Negotiate and obtain agreements on product assurance,
		product support following Aircraft delivery (including spares support), and any
		other special business arrangements directly with Suppliers;

1.1.6Provide pricing information for part numbers selected
		above to Boeing by a mutually selected date;



P.A. 2126 SA 17
			 BOEING PROPRIETARY






---

LAN Airlines S.A.

2126-2R1Page 2



1.1.7
			 Negotiate and obtain agreements with
				  any required service providers; and


1.1.8Include in Customers contract with any seat
		supplier a condition obligating such seat supplier to enter into and comply
		with a Boeing approved bonded stores agreement. This bonded stores agreement
		will set forth the procedures concerning the use, handling and storage for the
		Boeing owned IFE/CCS equipment during the time such equipment is under the seat
		suppliers control.

1.1.9
			 [***]


1.2
			 Boeing will:


1.2.1
			 Perform the Project Manager
				  functions stated in Attachment B;


1.2.2
			 Provide Aircraft interface
				  requirements to Suppliers;


1.2.3Assist Suppliers in the development of their IFE/CCS
		system specifications and approve such specifications;

1.2.4Negotiate terms and conditions (except for price,
		product assurance, product support following Aircraft delivery and any other
		special business arrangements) and enter into contracts with Suppliers and
		manage such contracts for the IFE/CCS;

1.2.5
			 Coordinate the resolution of
				  technical issues with Suppliers;


1.2.6Ensure that at time of Aircraft delivery the IFE/CCS
		configuration meets the requirements of the Change Requests contained in
		Attachment A to this Letter Agreement as such Attachment A may be amended from
		time to time; and

1.2.7Obtain FAA certification of the Aircraft with the
		IFE/CCS installed therein.

2.
			 Software.


IFE/CCS systems may contain software of the
		following two types.

2.1Systems Software. The software required to operate and certify the
		IFE/CCS systems on the Aircraft is the Systems Software and is part of the
		IFE/CCS.

2.2Customers Software. The software accessible to the Aircraft passengers
		which controls Customers specified optional features is Customers
		Software and is not part of the IFE/CCS.

2.2.1Customer is solely responsible for specifying
		Customers Software functional and performance requirements and ensuring
		that Customers Software meets such requirements. Customer and
		Customers Software supplier will have total responsibility for the
		writing, certification, modification, revision, or correction of any of
		Customers Software.





P.A. 2126 SA 17
			 BOEING PROPRIETARY






---

LAN Airlines S.A.

2126-2R1Page 3



Boeing will not perform the functions and
		obligations described in paragraph 1.2 above, nor the Project Managers
		functions described in Attachment B, for Customers Software.

2.2.2The omission of any Customers Software or the lack
		of any functionality of Customers Software will not be a valid condition
		for Customers rejection of the Aircraft at the time of Aircraft
		delivery.

2.2.3Boeing has no obligation to approve any documentation to
		support Customers Software certification. Boeing will only review and
		operate Customers Software if in Boeings reasonable opinion such
		review and operation is necessary to certify the IFE/CCS system on the
		Aircraft.

2.2.4Boeing will not be responsible for obtaining FAA
		certification for Customers Software.

3.
			 Changes.


3.1
			 [***]


3.2
			 [***]


3.3
			 [***]


3.4
			 [***]


4.
			 Supplier Defaults.


Boeing shall notify Customer in a timely
		manner in the event of a default by a Supplier under the Suppliers
		contract with Boeing. Within 15 days of Customers receipt of such
		notification, Boeing and Customer shall agree through negotiations on an
		alternative Supplier or other course of action. If Boeing and Customer are
		unable to agree on an alternative Supplier or course of action within such
		time, the remedies available to Boeing in Paragraph 6 shall apply.

5.
			 Exhibits B and C to the
				  AGTA.


IFE/CCS is deemed to be BFE for the purposes
		of Exhibit B, Customer Support Document, and Exhibit C, the Product Assurance
		Document, of the AGTA.

6.
			 Boeings
				  Remedies.


If Customer does not comply with any of its
		obligations set forth herein, Boeing may:

6.1
			 [***]


6.2
			 [***]


6.3
			 [***]




P.A. 2126 SA 17
			 BOEING PROPRIETARY






---

LAN Airlines S.A.

2126-2R1Page 4



7.
			 Advance Payments.


7.1
			 [***]


7.2
			 [***]


8.
			 Customers Indemnification
				  of Boeing.


Customer will indemnify and hold harmless
		Boeing from and against all claims and liabilities, including costs and
		expenses (including attorneys fees) incident thereto or incident to
		successfully establishing the right to indemnification, for injury to or death
		of any person or persons, including employees of Customer but not employees of
		Boeing, or for loss of or damage to any property, including Aircraft arising
		out of or in any way connected with any nonconformance or defect in any
		IFE/CCS, or in the installation thereof or in the provision of services
		hereunder, and whether or not arising in tort or occasioned in whole or in part
		by the negligence of Boeing. This indemnity will not apply with respect to any
		nonconformance or defect caused solely by Boeings installation of the
		IFE/CCS.

9.
			 Title and Risk of
				  Loss.


Title and risk of loss of IFE/CCS equipment
		will remain with Boeing until the Aircraft title is transferred to
		Customer.

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

Very truly yours,

THE BOEING COMPANY

By[Illegible]


ItsAttorney-In-Fact




P.A. 2126 SA 17
			 BOEING PROPRIETARY






---

LAN Airlines S.A.

2126-2R1Page 5



ACCEPTED AND AGREED TO this

Date: January 21, 2005

LAN AIRLINES S.A.

By
			 [Illegible]


Its
			 Senior VP Corporate
				  Investments




P.A. 2126 SA 17
			 BOEING PROPRIETARY






---

Attachment A to

Letter Agreement No.
		2126-2R1Page 1



Attachment A

Cabin Systems Equipment

The following Change Requests describe the
		items of equipment that under the terms and conditions of this Letter Agreement
		are considered to be IFE/CCS. Each such Change Request is described in Customer
		Option File No. 30763W000A. Final configuration will be based on Customer
		acceptance of the changes listed below.

Change Request Number and Title

[***]
			 [***][***]
			 [***]






P.A. 2126 SA 17
			 BOEING PROPRIETARY






---

Attachment B to

Letter Agreement No. 2126-2R1Page 1





Attachment B

Project Manager

This Attachment B describes the functions
		that Boeing will perform as Project Manager to support (i) the development and
		integration of the IFE/CCS and (ii) the FAA certification of the IFE/CCS when
		installed on the Aircraft.

1.
			 Project Management


Boeing will perform the following functions
		for the IFE/CCS. Boeing will have authority to make day-to-day management
		decisions, and decisions on technical details which in Boeings reasonable
		opinion do not significantly affect form, fit, function, cost or aesthetics.
		Boeing will be responsible for:

A.
			 Managing the development of all
				  program schedules;


B.
			 Evaluating and approving
				  Suppliers program management and developmental plans;


C.
			 Defining program metrics and status
				  requirements;


D.
			 Scheduling and conducting program
				  status reviews;


E.
			 Scheduling and conducting design and
				  schedule reviews with Customer and Suppliers;


F.
			 Monitoring compliance with
				  schedules;


G.
			 Evaluating and approving any
				  recovery plans or plan revisions which may be required of either Suppliers or
				  Customer;


H.
			 Leading the development of a joint
				  IFE/CCS project management plan (the Program Plan) and;


I.
			 Managing the joint development of
				  the System Specification


2.
			 System Integration


Boeings performance as Project Manager
		will include the functions of systems integrator (Systems Integrator). As
		Systems Integrator Boeing will perform the following functions:

A.
			 As required, assist Suppliers in
				  defining their system specifications for the IFE/CCS, approve such
				  specifications and develop an overall system functional specification;




P.A. 2126 SA 17
			 BOEING PROPRIETARY






---

Attachment B to

Letter Agreement No. 2126-2R1Page 2



B.
			 Coordinate Boeing, Customer and
				  Supplier teams to ensure sufficient Supplier and Supplier sub system testing
				  and an overall cabin system acceptance test are included in the Program Plan;
				  and


C.
			 Organize and conduct technical
				  coordination meetings with Customer and Suppliers to review responsibilities,
				  functionality, Aircraft installation requirements and overall program schedule,
				  direction and progress.


3.
			 Seat Integration


A.
			 Boeing will coordinate the interface
				  requirements between seat suppliers and Suppliers. Interface requirements are
				  defined in Boeing Document Nos. D6-36230, Passenger Seat Design and
				  Installation D6-36238, Passenger Seat Structural Design and
				  Interface Criteria D222W232, Seat Wiring and Control
				  Requirements and D222W013-4, Seat Assembly Functional Test
				  Plan.


B.
			 The Suppliers will be required to
				  coordinate integration testing and provide seat assembly functional test
				  procedures for seat electronic parts to seat suppliers and Boeing, as
				  determined by Boeing.


C.
			 The Suppliers will assist the seat
				  suppliers in the preparation of seat assembly functional test plans.






P.A. 2126 SA 17
			 BOEING PROPRIETARY






---

Supplemental Agreement No. 18

to

Purchase Agreement No. 2126

between

THE BOEING COMPANY

and

LAN AIRLINES S.A.

(Formerly known as Lan Chile S.A.)

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

THIS SUPPLEMENTAL AGREEMENT, entered into as
		of the 10th day of March 2005, by and between THE BOEING COMPANY, a Delaware
		corporation (hereinafter called Boeing), and LAN Airlines S.A, a Chile
		corporation (hereinafter called Customer);

WITNESSETH:

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

WHEREAS, Customer and Boeing have come to
		agreement and wish to document that the June 2006 Aircraft will be a 767-300ER
		Passenger Aircraft, and

WHEREAS, Customer and Boeing have agreed to
		accelerate the scheduled delivery month of the June and December 2006 767-300ER
		Aircraft to May and November 2006 respectively, and

WHEREAS, Customer and Boeing have come to
		agreement and wish to document that the September 2006 Aircraft will be a
		767-300F Freighter Aircraft,

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



1






---

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

1.
			 Aircraft Description and Delivery
				  Position for 2006 767-316ER Passenger Aircraft. This Supplemental Agreement documents the
				  Customer decision to finalize the June 2006 Aircraft position as a 767-316ER
				  Passenger Aircraft. In addition, Boeing offered to provide the June 2006
				  Aircraft with a scheduled delivery month of May 2006 and Customer has accepted
				  that change.


2.
			 Aircraft Description and Delivery
				  Position for 2006 767-316F Freighter Aircraft. This Supplemental Agreement documents the
				  Customer decision to finalize the September 2006 Aircraft position as a
				  767-316F Freighter Aircraft.


3.
			 Miscellaneous.


3.1.
			 Table of Contents. Remove and
				  replace in its entirety the Table of Contents, with the revised Table of
				  Contents attached hereto.


3.2.
			 Aircraft Information Table No 5
				  (Freighter Aircraft). Remove and replace in its entirety theAircraft Information Table No 5, with the revisedAircraft Information Table No 5attached hereto.


3.3.
			 Aircraft Information Table No 6
				  (Passenger Aircraft). Remove and replace in its entirety theAircraft Information Table No 6, with the revisedAircraft Information Table No 6attached hereto.


3.4.
			 Letter Agreement 6-1162-LAJ-0895R1.
				  Remove and replace in its entirety Letter Agreement 6-1162-LAJ-0895R1 [***]
				  with the revised 6-1162-LAJ-0895R2 [***] attached hereto.


4.
			 Confidentiality.


Customer and Boeing understand that the
		information contained in this Supplemental Agreement is considered
		confidential. Each of Customer and Boeing agree to treat this Supplemental
		Agreement as confidential and will not, without the prior written consent of
		the other party, disclose this Supplemental Agreement or any information
		contained herein to any third parties, other than as required by applicable law
		or by the Export-Import Bank of the United States.



2






---

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

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

THE BOEING COMPANY
			 
			 LAN AIRLINES S.A.By:[Illegible]
			 
			 By:[Illegible]ItsAttorney-In-Fact
			 
			 ItsSenior VP Corporate
				  Investments






3






---

PURCHASE AGREEMENT NUMBER 2126

between

THE BOEING COMPANY

and

LAN Airlines S.A.

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







---

TABLE OF CONTENTS

ARTICLES



2.
			 Delivery Schedule
			 SA 16


3.
			 Price
			 SA 16


4.
			 Payment
			 SA 16


5.
			 Miscellaneous
			 SA 16


TABLE

1
			 Aircraft Information Table
			 SA 1


2.
			 Aircraft Information Table
			 SA 1


3.
			 Aircraft Information Table
			 SA 8


4.
			 Aircraft Information Table
			 SA 11


5.
			 Aircraft Information Table 767-316F
				  Aircraft
			 SA 18


6.
			 Aircraft Information Table 767-316ER
				  Aircraft
			 SA 18


EXHIBIT

A.
			 Aircraft Configuration


A-1
			 Aircraft Configuration
			 SA 1


A-2
			 Aircraft Configuration
			 SA 5


A-3
			 Aircraft Configuration
			 SA 10


A-4
			 Aircraft Configuration 767-316F
				  Aircraft
			 SA 15


A-5
			 Aircraft Configuration 767-316ER
				  Aircraft
			 SA 17




B.
			 Aircraft Delivery Requirements and
				  Responsibilities
			 SA 1




SUPPLEMENTAL EXHIBITS

BFE1.
			 BF-E Variables
			 SA 1


CS1.
			 Customer Support Variables
			 SA 1


EEl.
			 Engine Escalation/Engine Warranty
				  and Patent Indemnity
			 SA 1


EE1-1.
			 Engine Escalation/Engine Warranty
				  and Patent Indemnity
			 SA 5


EE1-2.
			 Engine Escalation/Engine Warranty
				  and Patent Indemnity
			 SA 13


SLP1.
			 Service Life Policy
				  Components




LETTER AGREEMENTS

2126-1
			 Seller Purchased Equipment


2126-2R1
			 Cabin Systems Equipment
			 SA 17


2126-3R4
			 [***]
			 SA 13




RESTRICTED LETTER AGREEMENTS

6-1162-DMH-350
			 [***]


6- 1162-DMH-351
			 [***]


6- 1162-DMH-472
			 [***]
			 SA 1


6-1162-DMH-475
			 [***]
			 SA 1


6- 1162-DMH-1031R2
			 [***]
			 SA 9










---

6-1162-LAJ-311
			 [***]
			 SA 11


6- 1162-LAJ-0895
			 [***]
			 SA 14


6- 1162-LAJ-0895R1
			 [***]
			 SA 16


6-1162-LAJ-0895R2
			 [***]
			 SA 18




2






---

Aircraft Information Table No.
		5

to Purchase Agreement No. 2126

Aircraft Delivery, Description, Price and
		Advance Payments

Airframe
				  Model/MTGW:767-300F412,000
			 
			 Detail Specification:
			 D019T002LAN63F-I (4/2004)Engine Model:CF6-80C2B6F
			 
			 Airframe Price Base
				  Year:
			 Jul-03Airframe Price:
			 $109,022,000
			 Engine Price Base Year:
			 Jul-03Optional Features:
			 $1,410,200Sub-Total of Airframe and
				  Features:
			 $110,432,200
			 Airframe Escalation
				  Data:Engine Price (Per
				  Aircraft):
			 $18,424,006
			 Base Year Index (ECI):
			 165.00Aircraft Basic Price (Excluding
				  BFE/SPE):
			 $128,856,206
			 Base Year Index (ICI):
			 136.80Buyer Furnished Equipment (BFE)
				  Estimate:
			 $0
			 Engine Escalation
				  Data:Seller Purchased Equipment (SPE)
				  Estimate:
			 $1,418,000
			 Base Year Index (CPI):
			 151.980Refundable Deposit per Aircraft at
				  Proposal Acceptance:
			 $140,000




Escalation
			 Escalation
			 
			 Escalation Estimate
			 Advance Payment Per Aircraft
				  (Amts. Due/Mos. Prior to Delivery):Delivery
			 Number of
			 Factor
			 Factor
			 Manufacturer
			 Adv Payment Base
			 At Signing
			 24 Mos.
			 21/18/12/9/6 Mos.
			 TotalDate
			 Aircraft
			 (Airframe)
			 (Engine)
			 Serial Number
			 Price Per A/P
			 1%
			 4%
			 5%
			 30%Jul-2005
			 1
			 1.0607
			 1.0690
			 34245
			 $138,381,000
			 $1,243,810
			 $5,535,240
			 $6,919,050
			 $41,514,300Oct-2005
			 1
			 1.0689
			 1.0760
			 34246
			 $139,415,000
			 $1,254,150
			 $5,576,600
			 $6,970,750
			 $41,824,500Sep-2006
			 1
			 1.1047
			 1.1300**
			 34627
			 $144,381,000
			 $1,303,810
			 $5,775,240
			 $7,219,050
			 $43,314,300




[***]







|           | SA No. 18                    |       
|---------- | ---------------------------- | ------
|APR 32392  | AC Info Table 5 (Freighters) |       
|LAN PA2126 | Boeing Proprietary           | Page 1



---



Aircraft Information Table No.
		6

to Purchase Agreement No. 2126

Aircraft Delivery, Description, Price and
		Advance Payments



Airframe
				  Model/MTOW:767-300ER
			 412,000
			 Detail Specification:
			 D019T001LAN63E-1 (Jan 20, 2005)Engine Model:CF6-80C2B6F
			 
			 Airframe Price Base
				  Year/Escalation Formula:
			 Jul-03
			 Fixed Factor ECI-  W
				  AirframeAirframe Price:
			 $97,098,000
			 Engine Price Base Year/Escalation
				  Formula:
			 Jul-03
			 GE CF6-80 (99
				    rev.)Optional Features:
			 $5,784,000Sub-Total of Airframe and
				  Features:
			 $102,882,000
			 Airframe Escalation
				  Data:Engine Price (Per
				  Aircraft):
			 $18,424,006
			 Base Year Index (ECI):
			 N/AAircraft Basic Price (Excluding
				  BFE/SPE):
			 $121,306,006
			 Base Year Index (ICI):
			 N/ABuyer Furnished Equipment (BFE)
				  Estimate:
			 $0
			 Engine Escalation
				  Data:Seller Purchased Equipment (SPE)
				  Estimate:
			 $5,050,000
			 Base Year Index (CPI):
			 151.980Refundable Deposit per Aircraft at
				  Proposal Acceptance:
			 $140,000




Delivery
			 Number of
			 Escalation
				Factor
			 Escalation
				Factor
			 Manufacturer
			 Escalation Estimate
				Adv Payment Base
			 Advance Payment Per Aircraft
				  (Amts. Due/Mos. Prior to Delivery):At Signing
			 24 Mos.
			 21/18/12/9/6 Mos.
			 TotalDate
			 Aircraft
			 (Airframe)
			 (Engine)
			 Serial Number
			 Price Per A/P
			 1%
			 4%
			 5%
			 30%Jan-2006
			 1
			 1.0854
			 1.0950
			 34626
			 $137,040,000
			 $1,230,400
			 $5,481,600
			 $6,852,000
			 $40,972,000May-2006
			 1
			 1.0936
			 1.1220 **
			 34629
			 $138,706,000
			 $1,247,060
			 $5,548,240
			 $6,935,300
			 $41,471,800Nov-2006
			 1
			 1.1140
			 1.1320 **
			 34628
			 $140,801,000
			 $1,268,010
			 $5,632,040
			 $7,040,050
			 $42,100,300




[***]





SA No. 18APR 32479
			 AC Info Table 6 (Passenger)LAN PA2126
			 Boeing Proprietary
			 Page 1 of 1




---



Boeing Commercial Airplanes

P.O. Box 3707

Seattle, WA 98124-2207



6-1162-LAJ-0895R2

LAN Airlines S.A.

Santiago, Chile

Subject:
			 [***]


Reference:
			 Purchase Agreement No. 2126 (The
				  Purchase Agreement) between The Boeing Company (Boeing) and LAN Airlines S.A.
				  (formerly known as Lan Chile S.A.) (Customer) relating to Model 767-316F and
				  Model 767-316ER aircraft (hereinafter referred to as
				  Aircraft)


This letter agreement (Letter Agreement)
		amends the Purchase Agreement. All terms used but not defined in this Letter
		Agreement shall have the same meaning as in the Purchase Agreement. This Letter
		Agreement supersedes and replaces in its entirety Letter Agreement
		6-1162-LAJ-0895R1 dated November 11, 2004.

1.
			 Credit Memorandum.


In consideration of Customer purchasing the
		Aircraft, Boeing will provide concurrent with the delivery of each Model
		767-316F and each Model 767-316ER Aircraft contained on the Aircraft
		Information Tables No. 5 and 6 of the Purchase Agreement a credit memorandum
		equal to [***] of the escalated Airframe Price. This credit memorandum may be
		used for the purchase of any Boeing goods and services including aircraft but
		the credit memorandum may not be used for advance payments.

2.
			 Export License.


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

3.
			 Warranty Modification.


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

4.
			 [***]


5.
			 [***]


6.
			 [***]






1



---



6-1162-LAJ-0895R2

Page 2



7.
			 Payment Due at Signing of
				  Supplemental Agreement No. 14.


Notwithstanding payment requirements
		described in Supplemental Agreement No. 14, Customer may defer the payment(s)
		that would otherwise be required at signing to any date on or before May 6,
		2004.

8.
			 [***]




9.
			 [***]


10.
			 [***]


11.
			 [***]


12.
			 [***]


13.
			 [***]


14.
			 [***]




15.
			 [***]


16.
			 Aircraft Information Tables and
				  Advance Payments.


If either of Aircraft Information Table No.
		5 or 6 is changed Boeing will provide Customer with each such revised aircraft
		information table which will be incorporated into Purchase Agreement 2126 via
		Supplemental Agreement. If a change to the Purchase Agreement causes the
		Advance Payments being held for a particular aircraft to change, Boeing will
		invoice Customer if more advance payments are required and Boeing will provide
		a refund to Customer if Boeing is holding more advance payments than are
		required because of the change. Each such payment or refund as the case may be
		will be made within [***] business days of the signing of a Supplemental
		Agreement.

17.
			 [***]


18.
			 Confidentiality.


Customer and Boeing understand that the
		information contained in this Letter Agreement is considered confidential. Each
		of Customer and Boeing agree to treat this Letter Agreement as confidential and
		will not, without the prior written consent of the other party, disclose this
		Letter Agreement or any information contained herein to any third parties,
		other than as required by applicable law or the Export-Import Bank of the
		United States.

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

Very truly yours,





2



---



6-1162-LAJ-0895R2 Page 3 THE BOEING COMPANY  By:
				[Illegible]Its
				Attorney-In-Fact
 ACCEPTED AND AGREED TO this Date: March 10, 2005 LAN Airlines S.A.  By:
				[Illegible]Its
				Senior VP Corporate
					 Investments






3



---



Supplemental Agreement No. 19

To

Purchase Agreement No. 2126

Between

THE BOEING COMPANY

and

LAN AIRLINES S.A.

(Formerly known as Lan Chile S.A.)

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

THIS SUPPLEMENTAL AGREEMENT, entered into as
		of the 1st day of April 2005, by and between THE BOEING COMPANY, a
		Delaware corporation (hereinafter called Boeing), and LAN Airlines S.A, a Chile
		corporation (hereinafter called Customer);

WITNESSETH:

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

WHEREAS, Customer and Boeing have agreed to
		accelerate the scheduled delivery month of the November 2006 767-300ER Aircraft
		to June 2006, and

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

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

1.
			 Aircraft Description and Delivery
				  Position for 2006 767-316ER Passenger Aircraft. This Supplemental Agreement documents the acceleration
				  of the November 2006 767-316ER Passenger Aircraft to a scheduled delivery month
				  of June 2006.


2.
			 Aircraft Description and Delivery
				  Position for 2006 767-316F Freighter Aircraft. This Supplemental Agreement documents the Customer
				  decision to finalize the September 2006 Aircraft position as a 767-316F
				  Freighter Aircraft.










P.A. 2126
			 Page 1
			 SA 19




---



3.
			 Miscellaneous.3.1.
			 Table of Contents. Remove and
				  replace in its entirety the Table of Contents, with the revised Table of
				  Contents attached hereto.


3.2.
			 Aircraft Information Table No 6
				  (Passenger Aircraft). Remove and replace in its entirety theAircraft Information Table No 6, with the revisedAircraft Information Table No 6attached hereto.


4.
			 Confidentiality.


Customer and Boeing understand that the
		information contained in this Supplemental Agreement is considered
		confidential. Each of Customer and Boeing agree to treat this Supplemental
		Agreement as confidential and will not, without the prior written consent of
		the other party, disclose this Supplemental Agreement or any information
		contained herein to any third parties, other than as required by applicable law
		or by the Export-Import Bank of the United States.

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

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

THE BOEING COMPANY
			 LAN AIRLINES S.A.By[Illegible]
			 By[Illegible]ItsAttorney-In-Fact
			 ItsSenior VP Corporate Investments






P.A. 2126
			 2
			 SA 19




---



PURCHASE AGREEMENT NUMBER 2126

Between

THE BOEING COMPANY

And

LAN Airlines S.A.

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





P.A. 2126
			 
			 SA 19




---



TABLE OF CONTENTS

ARTICLES1
			 Quantity, Model and
				  Description
			 SA 162.
			 Delivery Schedule
			 SA 163.
			 Price
			 SA 164.
			 Payment
			 SA 165.
			 Miscellaneous
			 SA 16TABLE1.
			 Aircraft Information Table
			 SA 12.
			 Aircraft Information Table
			 SA I3.
			 Aircraft Information Table
			 SA 84.
			 Aircraft Information Table
			 SA 115.
			 Aircraft Information Table 767-316F
				  Aircraft
			 SA 186.
			 Aircraft Information Table 767-316ER
				  Aircraft
			 SA 19EXHIBITA.
			 Aircraft ConfigurationA-1
			 Aircraft Configuration
			 SA 1A-2
			 Aircraft Configuration
			 SA 5A-3
			 Aircraft Configuration
			 SA 10A-4
			 Aircraft Configuration 767-316F
				  Aircraft
			 SA 15A-5
			 Aircraft Configuration 767-316ER
				  Aircraft
			 SA 17B.
			 Aircraft Delivery Requirements and
				  Responsibilities
			 SA 1SUPPLEMENTAL EXHIBITSBFE1.
			 BFE Variables
			 SA ICS 1.
			 Customer Support Variables
			 SA 1EEl.
			 Engine Escalation/Engine Warranty
				  and Patent Indemnity
			 SA 1EE1-1.
			 Engine Escalation/Engine Warranty
				  and Patent Indemnity
			 SA 5EE1-2.
			 Engine Escalation/Engine Warranty
				  and Patent Indemnity
			 SA 13SLP 1.
			 Service Life Policy
				  ComponentsLETTER AGREEMENTS2126-1
			 Seller Purchased Equipment2126-2R1
			 Cabin Systems Equipment
			 SA 172126-3R4
			 [***]
			 SA






P.A. 2126
			 1
			 SA 19




---





RESTRICTED LETTER
				  AGREEMENTS6-1162-DMH-350
			 [***]6-1162-DMH-351
			 [***]6 -1162-DMH-472
			 [***]
			 SA 16- 1162-DMH-475
			 [***]
			 SA 16-1162-DMH-1031R2
			 [***]
			 SA 96-1162-LAJ-311
			 [***]
			 SA 116-1 162-LAJ-0895
			 [***]
			 SA 146-1162-LAJ-0895R I
			 [***]
			 SA 166-1162-LAJ-0895R2
			 [***]
			 SA 18






P.A. 2126
			 2
			 SA 19




---



Aircraft Information Table No.
		6

to Purchase Agreement No. 2126

Aircraft Delivery, Description, Price and
		Advance Payments

Airframe Model/MTOW:
			 767-300ER
			 412,000
			 Detail
				  Specification:                         D019T00
				  ILAN63E-1 (Jan 20, 2005)Engine Model:
			 CF6-80C2B6F
			 
			 Airframe Price Base
				  Year/Escalation Formula:
			 Jul-03           Fixed
				  Factor ECI-W AirframeAirframe Price:
			 
			 $97,098,000
			 
			 Engine Price Base Year/Escalation
				  Formula:
			 Jul-03           GE
				  CF6-80 (99 rev.)Optional Features:
			 
			 $5,784,000Sub-Total of Airframe and
				  Features:
			 
			 $102,882,000
			 
			 Airframe Escalation
				  Data:Engine Price (Per
				  Aircraft):
			 
			 $18,424,006
			 
			 Base Year Index (ECI):
			 N/AAircraft Basic Price (Excluding
				  BFE/SPE):
			 $121,306,006
			 
			 Base Year Index (ICI):
			 N/ABuyer Furnished Equipment (BFE)
				  Estimate:
			 $0
			 
			 Engine Escalation
				  Data:Seller Purchased Equipment (SPE)
				  Estimate:
			 $5,050,000
			 
			 Base Year Index (CPI):
			 151.980Refundable Deposit/Aircraft at
				  Proposal Accept:
			 $140,000




Escalation 
				  Estimate
			 Advance Payment Per Aircraft
				  (Amts. Due/Mos. Prior to Delivery):Delivery Date
			 Number of Aircraft
			 EscalationFactor (Airframe)
			 EscalationFactor (Engine)
			 Manufacturer Serial
				  Number
			 Adv Payment  Base Price
				  Per A/P
			 At Signing 1%
			 24 Mos. 4%
			 21/18/12/9/6 Mos.
				  5%
			 Total 30%Jan-2006
			 1
			 1 0854
			 1.0950
			 34626
			 $137,040,000
			 $1,230,400
			 $5,481,600
			 $6,852,000
			 $40,972,000May-2006
			 1
			 1.0936
			 1.1220 -*
			 34629
			 $138,706,000
			 $1,247,060
			 $5,548,240
			 $6,935,300
			 $4 I ,47 1, 800Jun-2006
			 1
			 1.1240
			 1.0960 *-
			 34628
			 $139,002,000
			 $1,250,020
			 $5,560,080
			 $6,950,100
			 $41,560,600




Total
			 3


[***]





SA No. 19APR 32479
			 AC Info Table 6 (Passenger)LAN PA2126
			 Boeing Proprietary
			 Page 1 of 1




---



Supplemental Agreement No. 20

to

Purchase Agreement No. 2126

between

THE BOEING COMPANY

and

LAN AIRLINES S.A.

(Formerly known as Lan Chile S.A.)

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

THIS SUPPLEMENTAL AGREEMENT, entered into as
		of the 28th day of April, 2005, by and between THE BOEING COMPANY, a Delaware
		corporation (hereinafter called Boeing), and LAN Airlines S.A., a Chile
		corporation (hereinafter called Customer);

W I T N E S S E T H:

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

WHEREAS, Customer and Boeing have come to
		agreement on the purchase and sale of three 767-300 Aircraft with scheduled
		delivery months of October 2006, March 2007, and September 2007, and

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

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

1.
			 Quantity, Model, and
				  Description.


1.1
			 Purchase of Three Additional
				  Boeing Model 767 Aircraft. This
				  Supplemental Agreement amends the Purchase Agreement to reflect the purchase by
				  customer of two 767-316F Aircraft and one 767-316ER Aircraft.


1.2
			 Aircraft Description for 767-316F
				  Aircraft. Boeing will manufacture and
				  sell to Customer, and Customer will purchase from Boeing, the Aircraft
				  described in the attached Aircraft Information Table No. 7. This attached
				  Aircraft Information Table No. 7 includes the detail specification number of
				  Customers Aircraft.






P.A. 2126
			 Page 1
			 SA 20




---



1.3
			 Aircraft Description for
				  767-316ER Aircraft. Boeing will
				  manufacture and sell to Customer, and Customer will purchase from Boeing, the
				  Aircraft described in the attached Aircraft Information Table No. 8. This
				  attached Aircraft Information Table No. 8 includes the detail specification
				  number of Customers Aircraft.


2.
			 Aircraft Delivery
				  Schedule. The scheduled delivery month
				  of each of the additional Aircraft is set forth in the attached Aircraft
				  Information Tables No. 7 and 8.


3.
			 Price. The Aircraft Basic Price and each component thereof
				  and the Advance Payment Base Price for each of the additional Aircraft.


3.1
			 Payment.


3.1.1
			 Boeing acknowledges that Customer
				  has paid deposit payments to Boeing in the amount of $145,000 for each of the
				  Aircraft in Tables No. 7 and 8.


3.1.2
			 Customer will make Advance Payments
				  to Boeing in the amount of 30% of the Advance Payment Base Price for each of
				  the Aircraft. These payments will begin with a payment of 1%, less any deposit
				  previously paid to Boeing. Additional payments for the Aircraft are due on the
				  first business day of the months and in the amounts set forth in the attached
				  Aircraft Information Tables No. 7 and 8.


3.1.3
			 The total amount of Advance Payments
				  due upon the date of this agreement will include all Advance Payments that are
				  or were due on or before such date in accordance with the Advance Payment
				  Schedule set forth in the attached Aircraft Information Tables No. 7 and
				  8.


3.1.4
			 Any payments due to Boeing shall be
				  made via wire transfer to the Boeing bank account as identified below.


[***]



4.
			 Miscellaneous.


4.1
			 Table of Contents. Remove and replace in its entirety the Table of
				  Contents, with the Table of Contents attached hereto, to reflect the changes
				  made by this Supplemental Agreement No. 20.


4.2
			 Letter Agreement. Remove and replace in its entirety Letter Agreement
				  6-1162-LAJ-0895R2 entitled [***] and replace it with the revised Letter
				  Agreement 6-1162-LAJ-0895R3 entitled [***] and attached hereto.


5.
			 Confidentiality.


Customer and Boeing understand that the
		information contained in this Supplemental Agreement is considered
		confidential. Each of Customer and Boeing agree to treat this Supplemental
		Agreement as confidential and will not, without the prior written consent







P.A. 2126
			 Page 2
			 SA 20




---



of the other party, disclose this
		Supplemental Agreement or any information contained herein to any third
		parties, other than as required by applicable law or by the Export-Import Bank
		of the United States.

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

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

THE BOEING COMPANY
			 LAN AIRLINES S.A.By[Illegible]
			 By[Illegible]ItsAttorney-In-Fact
			 ItsSenior VP Corporate Investments






P.A. 2126
			 Page 3
			 SA 20




---



PURCHASE AGREEMENT NUMBER 2126

between

THE BOEING COMPANY

and

LAN Airlines S.A.

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





P.A. 2126
			 Page 4
			 SA 20




---



TABLE OF CONTENTS

ARTICLES1.
			 Quantity, Model and
				  Description
			 SA 162.
			 Delivery Schedule
			 SA 163.
			 Price
			 SA 164.
			 Payment
			 SA 165.
			 Miscellaneous
			 SA 16TABLE1.
			 Aircraft Information Table
			 SA 12.
			 Aircraft Information Table
			 SA 13.
			 Aircraft Information Table
			 SA 84.
			 Aircraft Information Table
			 SA 115.
			 Aircraft Information Table 767-316F
				  Aircraft
			 SA 186.
			 Aircraft Information Table 767-316ER
				  Aircraft
			 SA 197.
			 Aircraft Information Table 767-316F
				  Aircraft
			 SA 208.
			 Aircraft Information Table 767-316ER
				  Aircraft
			 SA 20EXHIBITA.
			 Aircraft ConfigurationA-1
			 Aircraft Configuration
			 SA 1A-2
			 Aircraft Configuration
			 SA 5A-3
			 Aircraft Configuration
			 SA 10A-4
			 Aircraft Configuration 767-316F
				  Aircraft
			 SA 15A-5
			 Aircraft Configuration 767-316ER
				  Aircraft
			 SA 17B.
			 Aircraft Delivery Requirements and
				  Responsibilities
			 SA 1SUPPLEMENTAL
				  EXHIBITSBFE1.
			 BFE Variables
			 SA 1CS1.
			 Customer Support Variables
			 SA 1EE1 .
			 Engine Escalation/Engine Warranty
				  and Patent Indemnity
			 SA 1EE1-1.
			 Engine Escalation/Engine Warranty
				  and Patent Indemnity
			 SA 5EE1-2.
			 Engine Escalation/Engine Warranty
				  and Patent Indemnity
			 SA 13SLP1.
			 Service Life Policy
				  Components




LETTER AGREEMENTS2126-1
			 Seller Purchased Equipment2126-2R1
			 Cabin Systems Equipment
			 SA 172126-3R4
			 [***]
			 SA 13






P.A. 2126
			 Page 1
			 SA 20






---





RESTRICTED LETTER
				  AGREEMENTS6-1162-DMH-350
			 [***]6-1162-DMH-351
			 [***]6-1162-DMH-472
			 [***]
			 SA 16-1162-DMH-475
			 [***]
			 SA 16-1162-DMH-1031R2
			 [***]
			 SA 96-1162-LAJ-311
			 [***]
			 SA 116-1162-LAJ-0895
			 [***]
			 SA 146-1162-LAJ-0895R1
			 [***]
			 SA 166-1162-LAJ-956
			 [***]6-1162-LAJ-0895R2
			 [***]
			 SA 186-1162-LAJ-0895R3
			 [***]
			 SA 20






P.A. 2126
			 Page 1
			 SA 20




---



Aircraft Information Table No. 7 to
		Purchase Agreement No. 2126

Aircraft Delivery, Description, Price and
		Advance Payments

Airframe
				  Model/MTOW:767-300F
			 412,000
			 Detail Specification:
			 D019T002LAN63F-1 (4/2004)Engine Model:CF6-80C2B6F
			 
			 Airframe Price Base
				  Year/Escalation Formula:
			 Jul-04
			 Fixed Factor ECI-W AirframeAirframe Price:
			 $112,952,000
			 Engine Price Base Year/Escalation
				  Formula:
			 Jul-04
			 GE CF6-80 & GE90 (99 rev.)Optional Features:
			 $1,459,900Sub-Total of Airframe and
				  Features:
			 $114,411,900
			 Airframe Escalation
				  Data:Engine Price (Per
				  Aircraft):
			 $19,145,298
			 Base Year Index (ECI):
			 N/AAircraft Basic Price (Excluding
				  BFE/SPE):
			 $133,557,198
			 Base Year Index (ICI):
			 N/ABuyer Furnished Equipment (BFE)
				  Estimate:
			 $0
			 Engine Escalation
				  Data:Seller Purchased Equipment (SPE)
				  Estimate:
			 $1,468,000
			 Base Year Index (CPI):
			 157.160Refundable Deposit/Aircraft at
				  Proposal Accept:
			 $145,000




Escalation
			 Escalation
			 
			 Escalation Estimate
			 Advance Payment Per Aircraft
				  (Amts. Due/Mos. Prior to Delivery):Delivery
			 Number of
			 Factor
			 Factor
			 Manufacturer
			 Adv Payment Base
			 At Signing
			 24 Mos.
			 21/18/12/9/6 Mos.
			 TotalDate
			 Aircraft
			 (Airframe)
			 (Engine)
			 Serial Number
			 Price Per A/P
			 1%
			 4%
			 5%
			 30%Mar-2007
			 1
			 1.1008
			 1.098
			 35230
			 $148,582,000
			 $1,340,820
			 $5,943,280
			 $7,429,100
			 $44,574.600Sep-2007
			 1
			 1.1173
			 1.117
			 35231
			 $150,858,000
			 $1,363,580
			 $6,034,320
			 $7,542,900
			 $45,257,400


Total:
			 2




LAN PA2126
			 
			 SA NO. 20Page
				  1Boeing Proprietary






---



Aircraft Information Table No. 8 to
		Purchase Agreement No. 2126

Aircraft Delivery, Description, Price and
		Advance Payments

Airframe
				  Model/MTOW:767-300ER
			 412,000
			 Detail
				  Specification:D019T001LAN63E-1 (01/20/2005)Engine Model:CF6-80C2B6F
			 
			 Airframe Price Base
				  Year/Escalation Formula:
			 Jul-04
			 Fixed Factor ECI-W AirframeAirframe Price:
			 $100,608,000
			 Engine Price Base Year/Escalation
				  Formula:
			 Jul-04
			 GE CF6-80 & GE90 (99 rev.)Optional Features:
			 $5,764,100Sub-Total of Airframe and
				  Features:
			 $106,372,100
			 Airframe Escalation
				  Data:Engine Price (Per
				  Aircraft):
			 $19,145,298
			 Base Year Index (ECI):
			 N/AAircraft Basic Price (Excluding
				  BFE/SPE):
			 $125,517,398
			 Base Year Index (ICI):
			 N/ABuyer Furnished Equipment (BFE)
				  Estimate:
			 $0
			 Engine Escalation
				  Data:Seller Purchased Equipment (SPE)
				  Estimate:
			 $5,298,000
			 Base Year Index (CPI):
			 157.160Refundable Deposit/Aircraft at
				  Proposal Accept:
			 $145,000




Escalation
			 Escalation
			 
			 Escalation Estimate
			 Advance Payment Per Aircraft
				  (Amts. Due/Mos. Prior to Delivery):Delivery
			 Number of
			 Factor
			 Factor
			 Manufacturer
			 Adv Payment Base
			 At Signing
			 24 Mos.
			 21/18/12/9/6 Mos.
			 TotalDate
			 Aircraft
			 (Airframe)
			 (Engine)
			 Serial Number
			 Price Per A/P
			 1%
			 4%
			 5%
			 30%Oct-2006
			 1
			 1.0889
			 1.088
			 35229
			 $142,428,000
			 $1,279,280
			 $5,697,120
			 $7,121,400
			 $42,728,400


Total:
			 1




LAN PA2126
			 
			 SA NO. 20Page
				  1Boeing Proprietary






---



Boeing Commercial Airplanes

P.O. Box 3707

Seattle, WA 98124-2207

6-1162-LAJ-0895R3

LAN Airlines S.A.

Santiago, Chile

Subject:
			 [***]


Reference:
			 Purchase Agreement No. 2126 (The
				  Purchase Agreement) between The Boeing Company (Boeing) and LAN Airlines S.A.
				  (formerly known as Lan Chile S.A.) (Customer) relating to Model 767-316F and
				  Model 767-316ER aircraft (hereinafter referred to as
				  Aircraft)


This letter agreement (Letter Agreement)
		amends the Purchase Agreement. All terms used but not defined in this Letter
		Agreement shall have the same meaning as in the Purchase Agreement. This Letter
		Agreement supersedes and replaces in its entirety Letter Agreement
		6-1162-LAJ-0895R2 dated March 10, 2005.

1.
			 Credit Memorandum.


In consideration of Customer purchasing the
		767 Aircraft, Boeing will provide concurrent with the delivery of each Model
		767-316F and each Model 767-316ER Aircraft contained on the Aircraft
		Information Tables No. 5, 6, 7, and 8 of the Purchase Agreement a credit
		memorandum equal to [***] of the escalated Airframe Price. This credit
		memorandum may be used for the purchase of any Boeing goods and services
		including aircraft but the credit memorandum may not be used for advance
		payments.

2.
			 Export License.


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

3.
			 Warranty Modification.


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

4.
			 [***]


5.
			 [***]


6.
			 [***]











---



6-1162-LAJ-0895R3

Page 2



7.
			 [***]


8.
			 [***]




9.
			 [***]


10.
			 [***]


11.
			 [***]


11.1
			 [***]


11.2
			 [***]


12.
			 [***]


13.
			 [***]


13.1
			 [***]


13.2
			 [***]


14.
			 [***]


15.
			 [***]


16.
			 [***]




17.
			 [***]


18.
			 Aircraft Information Tables and
				  Advance Payments.


If any Aircraft Information Table is changed
		Boeing will provide Customer with each such revised aircraft information table
		which will be incorporated into Purchase Agreement 2126 via Supplemental
		Agreement. If a change to the Purchase Agreement causes the Advance Payments
		being held for a particular aircraft to change, Boeing will invoice Customer if
		more advance payments are required and Boeing will provide a refund to Customer
		if Boeing is holding more advance payments than are required under the Purchase
		Agreement because of the change. Each such payment or refund as the case may be
		will be made within 10 business days of the signing of a Supplemental
		Agreement.

19.
			 [***]


20.
			 [***]


21.
			 [***]











---



6-1162-LAJ-0895R3

Page 3



22
			 Confidentiality.


Customer and Boeing understand that the
		information contained in this Letter Agreement is considered confidential. Each
		of Customer and Boeing agree to treat this Letter Agreement as confidential and
		will not, without the prior written consent of the other party, disclose this
		Letter Agreement or any information contained herein to any third parties,
		other than as required by applicable law or the Export-Import Bank of the
		United States. If the foregoing correctly sets forth your understanding of our
		agreement with respect to the matters treated above, please indicate your
		acceptance and approval below.

Very truly yours,

THE BOEING COMPANY



By:
			 [Illegible]Its
			 Attorney-In-Fact


ACCEPTED AND AGREED TO this Date: 28 April,
		2005

LAN Airlines S.A.



By:
			 [Illegible]Its
			 Senior VP Corporate
				  Investments











---



Supplemental Agreement No. 21
		(SA 21)

to

Purchase Agreement No. 2126

between

THE BOEING COMPANY

and

LAN AIRLINES S.A.

(Formerly known as Lan Chile S.A.)

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

THIS SUPPLEMENTAL AGREEMENT, entered into as
		of the 20th day of July 2005, by and between THE BOEING COMPANY, a
		Delaware corporation (hereinafter called Boeing),
		and LAN Airlines S.A, a Chile corporation (hereinafter called
		Customer);

W I T N E S S E T H:

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

WHEREAS, Customer and Boeing have come to
		agreement on the purchase and sale of three 767-300 Aircraft with scheduled
		delivery months of December 2007, May 2008, and October 2008; and

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

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

1.
			 QUANTITY, MODEL, AND
				  DESCRIPTION.


1.1
			 Purchase of Three Additional
				  Boeing Model 767 Aircraft.


This Supplemental Agreement amends the
		Purchase Agreement to reflect the purchase by Customer of three 767-316ER
		Aircraft.



P.A. 2126
			 SA 211






---



1.2
			 Aircraft Description for
				  767-316ER Aircraft.


Boeing will manufacture and sell to
		Customer, and Customer will purchase from Boeing, the Aircraft described in the
		attached Aircraft Information Table No. 8, including identification data for
		the applicable Detail Specification.

2.
			 AIRCRAFT DELIVERY
				  SCHEDULE.


The scheduled delivery month of each of the
		additional Aircraft is set forth in the attached Aircraft Information Table No.
		8.

3.
			 PRICE.


3.1
			 Aircraft Basic
				  Price.


The Aircraft Basic Price is subject to
		escalation dollars, and each component thereof and the Advance Payment Base
		Price for each of the additional Aircraft are set forth in Aircraft Information
		Table No. 8.

4.
			 PAYMENT.


4.1.1.
			 Boeing acknowledges receipt of funds
				  from Customer in the amount of $145,000 for each of the Aircraft in Table No.
				  8. (hereinafter referred to as Deposit).


4.1.2.
			 Customer will make Advance Payments
				  to Boeing in the amount of 30% of the Advance Payment Base Price for each of
				  the Aircraft. These payments will begin with a payment of 1%, less any Deposit
				  previously paid to Boeing. Additional payments for the Aircraft are due on the
				  first business day of the months and in the amounts set forth in the attached
				  Aircraft Information Table No. 8.


4.1.3.
			 The total amount of Advance Payments
				  due upon the date of this agreement will include all Advance Payments that are
				  or were due on or before such date in accordance with the Advance Payment
				  Schedule set forth in the attached Aircraft Information Table No. 8.


4.1.4.
			 Any payments due by Customer to
				  Boeing shall be made via wire transfer to the Boeing bank account identified
				  below.


[***]

5.
			 MISCELLANEOUS.


5.1
			 Table of Contents.


Remove and replace in its entirety the Table
		of Contents, with the Table of Contents attached hereto, to reflect the changes
		made by this Supplemental Agreement No. 21.



P.A. 2126
			 SA 212






---



5.2
			 Letter Agreement.


Remove and replace in its entirety Letter
		Agreement 6-1162-LAJ-0895R3, entitled [***], and replace it with the revised
		Letter Agreement 6-1162-LAJ-0895R4, entitled [***], and attached hereto.

5.3
			 Aircraft Information Table No. 6
				  Error Correction.


Remove and replace in its entirety Aircraft
		Information Table No. 6 last provided in SA 19 with Aircraft Information Table
		No. 6 to correct an error in the table. The changed elements are
		bold-faced.

6.
			 CONFIDENTIALITY.


Customer and Boeing understand that the
		information contained in this Supplemental Agreement is considered
		confidential. Each of Customer and Boeing agree to treat this Supplemental
		Agreement as confidential and will not, without the prior written consent of
		the other party, disclose this Supplemental Agreement or any information
		contained herein to any third parties, other than as required by applicable law
		or by the Export-Import Bank of the United States.



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



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

THE BOEING COMPANY
			 LAN AIRLINES S.A.By:[Illegible]
			 By:[Illegible]ItsAttorney-In-Fact
			 ItsSenior VP Corporate Investments






P.A. 2126
			 SA 213






---



PURCHASE AGREEMENT NUMBER 2126

between

THE BOEING COMPANY

and

LAN Airlines S.A.

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







P.A. 2126
			 SA 21






---



TABLE OF CONTENTS

ARTICLES
			 
			 SupplementalAgreement1.
			 Quantity, Model and
				  Description
			 212.
			 Delivery Schedule
			 213.
			 Price
			 214.
			 Payment
			 215.
			 Miscellaneous
			 216.
			 Confidentiality
			 21TABLE1.
			 Aircraft Information Table
			 12.
			 Aircraft Information Table
			 13.
			 Aircraft Information Table
			 84.
			 Aircraft Information Table
			 115.
			 Aircraft Information Table 767-316F
				  Aircraft
			 186.
			 Aircraft Information Table 767-316ER
				  Aircraft
			 217.
			 Aircraft Information Table 767-316F
				  Aircraft
			 208.
			 Aircraft Information Table 767-316ER
				  Aircraft
			 21EXHIBITA.
			 Aircraft ConfigurationA-1
			 Aircraft Configuration
			 1A-2
			 Aircraft Configuration
			 5A-3
			 Aircraft Configuration
			 10A-4
			 Aircraft Configuration 767-316F
				  Aircraft
			 15A-5
			 Aircraft Configuration 767-316ER
				  Aircraft
			 17B.
			 Aircraft Delivery Requirements and
				  Responsibilities
			 1SUPPLEMENTAL EXHIBITSBFE1.
			 BFE Variables
			 1CS1.
			 Customer Support Variables
			 1EEl.
			 Engine Escalation/Engine Warranty
				  and Patent Indemnity
			 1EE1-1.
			 Engine Escalation/Engine Warranty
				  and Patent Indemnity
			 5EE1-2.
			 Engine Escalation/Engine Warranty
				  and Patent Indemnity
			 13SLP1.
			 Service Life Policy
				  ComponentsLETTER AGREEMENTS2126-1
			 Seller Purchased Equipment2126-2R1
			 Cabin Systems Equipment
			 172126-3R4
			 [***]
			 13






P.A. No. 2126
			 SA 211






---





RESTRICTED LETTER
				  AGREEMENTS
			 SupplementalAgreement(s)6-1162-DMH-350
			 [***]6-1162-DMH-351
			 [***]6-1162-DMH-472
			 [***]
			 16-1162-DMH-475
			 [***]
			 16-1162-DMH-1031R2
			 [***]
			 96-1162-LAJ-311
			 [***]
			 116-1162-LAJ-0895
			 [***]
			 146-1162-LAJ-0895R1
			 [***]
			 166-1162-LAJ-956
			 [***]6-1162-LAJ-0895R4
			 [***]
			 21






P.A. No. 2126
			 SA 212






---



Aircraft Information Table No.
		6

to Purchase Agreement No. 2126

Aircraft Delivery, Description, Price and
		Advance Payments



Airframe
				  Model/MTOW:
			 767-300ER
			 412,000
			 Detail
				  Specification:D019T001LAN63E-1 (Jan 20, 2005)Engine Model:
			 CF6-80C2B6F
			 
			 Airframe Price Base
				  Year/Escalation Formula:
			 Jul-03
			 Fixed Factor ECI-W AirframeAirframe Price:
			 $97,098,000
			 Engine Price Base Year/Escalation
				  Formula:
			 Jul-03
			 GE CF6-80 (99 rev.)Optional Features:
			 $5 784 000Sub-Total of Airframe and
				  Features:
			 $102,882,000
			 Airframe Escalation
				  Data:Engine Price (Per
				  Aircraft):
			 $18,424,006
			 Base Year Index (ECI):
			 N/AAircraft Basic Price (Excluding
				  BFE/SPE):
			 $121,306,006
			 Base Year Index (ICI):
			 N/ABuyer Furnished Equipment (BFE)
				  Estimate:
			 $0
			 Engine Escalation
				  Data;Seller Purchased Equipment (SPE)
				  Estimate:
			 $5,050,000
			 Base Year Index (CPI):
			 151.980Refundable Deposit/Aircraft at
				  Proposal Accept:
			 $140,000




DeliveryDate
			 Number ofAircraft
			 EscalationFactor(Airframe)
			 EscalationFactor(Engine)
			 ManufacturerSerial Number
			 Escalation EstimateAdv Payment BasePrice Per A/P
			 Advance Payment Per Aircraft
				  (Amts. Due/Mos. Prior to Delivery):At Signing1%
			 24 Mos.4%
			 21/18/12/9/6 Mos.
				5%
			 Total30%Jan-2006
			 1
			 1.0854
			 1.0950
			 34626
			 $137,040,000
			 $1,230,400
			 $5,481,600
			 $6,852,000
			 $40,972,000May-2006
			 1
			 1.0936
			 1.1220**
			 34629
			 $138,706,000
			 $1,247,060
			 $5,548,240
			 $6,935,300
			 $41,471,800Jun-2006
			 1
			 1.0960
			 1.124 **
			 34628
			 $139,002,000
			 $1,250,020
			 $5,560,080
			 $6,950,100
			 $41,560,600Total
			 3




[***]
			 Bold-face type in the escalation
				  factor columns denotes changed element.




APR 32479-1F
			 SA 21LAN PA 2126
			 Boeing Proprietary
			 Page 1











---



Aircraft Information Table No.
		8

to Purchase Agreement No. 2126

Aircraft Delivery, Description, Price and
		Advance Payments



Airframe
				  Model/MTOW:
			 767-300ER
			 412,000
			 Detail
				  Specification:D019T001-E (11/5/2003)Engine Model:
			 CF6-80C2B6F
			 
			 Airframe Price Base
				  Year/Escalation Formula:
			 Jul-04
			 Fixed Factor
				  ECI-W AirframeAirframe Price:
			 
			 $100,608,000
			 Engine Price Base Year/Escalation
				  Formula:
			 Jul-04
			 GE CF6-80 & GE90 (99 rev.)Optional Features:
			 
			 $5,764,100Sub-Total of Airframe and
				  Features:
			 
			 $106,372,100
			 Airframe Escalation
				  Data;Engine Price (Per
				  Aircraft):
			 
			 $19,145,298
			 Base Year Index (ECI):
			 N/AAircraft Basic Price (Excluding
				  BFE/SPE):
			 $125 517 398
			 Base Year Index (ICI):
			 N/ABuyer Furnished Equipment (BFE)
				  Estimate:
			 $0
			 Engine Escalation
				  Data;Seller Purchased Equipment (SPE)
				  Estimate:
			 $5,298,000
			 Base Year Index (CPI):
			 157.160Refundable Deposit/Aircraft at
				  Proposal Acceptance:
			 
			 $145,000






DeliveryDate
			 Number ofAircraft
			 EscalationFactor(Airframe)
			 EscalationFactor(Engine)
			 ManufacturerSerial Number
			 Escalation EstimateAdv Payment BasePrice Per A/P
			 Advance Payment Per Aircraft
				  (Amts. Due/Mos. Prior to Delivery):At Signing1%
			 24 Mos.4%
			 21/18/12/9/6
				  Mos.5%
			 Total30%Oct-2006
			 1
			 1.0889
			 1.088
			 35229
			 $142,428,000
			 $1,279,280
			 $5,697,120
			 $7,121,400
			 $42,728,400Dec-2007
			 1
			 1.1251
			 1.125
			 35697
			 $147,179,000
			 $1,326,790
			 $5,887,160
			 $7,358,950
			 $44,153,700May-2008
			 1
			 1.142
			 1.142
			 35696
			 $149,391,000
			 $1,348,910
			 $5,975,640
			 $7,469,550
			 $44,817,300Oct-2008
			 1
			 1.1555
			 1.157
			 35698
			 $151,186,000
			 $1,366,860
			 $6,047,440
			 $7,559,300
			 $45,355,800Total
			 4






APR 34779-1F
			 SA 21LAN PA 2126
			 Boeing Proprietary
			 Page 1











---



6-1162-LAJ-0895R4Page 1



Boeing Commercial Airplanes

P.O. Box 3707

Seattle, WA 98124-2207

6-1162-LAJ-0895R4

LAN Airlines S.A.

Santiago, Chile

Subject:
			 [***]


Reference:
			 Purchase Agreement No. 2126 (The
				  Purchase Agreement) between The Boeing Company (Boeing) and LAN Airlines S.A.
				  (formerly known as Lan Chile S.A.) (Customer) relating to Model
				  767-316F and Model 767-316ER aircraft (hereinafter referred to as
				  Aircraft)


This letter agreement (Letter
		Agreement) amends the Purchase Agreement. All terms used but not defined
		in this Letter Agreement shall have the same meaning as in the Purchase
		Agreement. This Letter Agreement supersedes and replaces in its entirety Letter
		Agreement 6-1162-LAJ-0895R3 dated 28th of April, 2005.

1.
			 Credit Memorandum.


In consideration of Customer purchasing the
		767 Aircraft, Boeing will provide concurrent with the delivery of each Model
		767-316F and each Model 767-316ER Aircraft contained on the Aircraft
		Information Tables No. 5, 6, 7, and 8 of the Purchase Agreement a credit
		memorandum equal to [***] of the escalated Airframe Price. This credit
		memorandum may be used for the purchase of any Boeing goods and services
		including aircraft but the credit memorandum may not be used for advance
		payments.

2.
			 Export License.


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

3.
			 Warranty Modification.


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










---



6-1162-LAJ-0895R4Page 2



4.
			 [***].5.
			 [***].


6.
			 [***]7.
			 Payment Due at Signing of
				  Supplemental Agreement No. 21.


Notwithstanding
		payment requirements described in Supplemental Agreement No. 21, Customer may
		defer the payment(s) that would otherwise be required at signing to any date on
		or before July 22, 2005.

8.
			 [***]


9.
			 [***]


10.
			 [***]


11.
			 [***]


11.1
			 [***]


11.2
			 [***]


12.
			 [***]


13
			 [***]


13.1
			 [***]


13.2
			 [***]


14.
			 [***]


15.
			 [***]


15.1
			 [***]


15.2
			 [***]


16.
			 [***]


17.
			 [***]18.
			 Aircraft Information Tables and
				  Advance Payments.


If
		any Aircraft Information Table is changed Boeing will provide Customer with
		each such revised aircraft information table which will be incorporated into
		Purchase Agreement 2126 via Supplemental Agreement. If a change to the Purchase
		Agreement causes the Advance Payments being held for a particular aircraft to
		change, Boeing will invoice Customer if more advance payments are required and












---



6-1162-LAJ-0895R4Page 3



Boeing will provide a refund to Customer if
		Boeing is holding more advance payments than are required under the Purchase
		Agreement because of the change. Each such payment or refund as the case may be
		will be made within 10 business days of the signing of a Supplemental
		Agreement.

19.
			 [***]


20.
			 [***]


20.2
			 [***]


21.
			 Confidentiality.


Customer and Boeing understand that the
		information contained in this Letter Agreement is considered confidential. Each
		of Customer and Boeing agree to treat this Letter Agreement as confidential and
		will not, without the prior written consent of the other party, disclose this
		Letter Agreement or any information contained herein to any third parties,
		other than as required by applicable law or the Export-Import Bank of the
		United States. If the foregoing correctly sets forth your understanding of our
		agreement with respect to the matters treated above, please indicate your
		acceptance and approval below.










---



6-1162-LAJ-0895R4Page 4



Very truly yours,

THE BOEING COMPANY

By:[Illegible]


ItsAttorney-In-Fact


ACCEPTED AND AGREED TO this Date: July 20,
		2005

LAN Airlines S.A.



By:[Illegible]


ItsSenior VP Corporate Investments













---



Exhibit to Letter Agreement
		6-1162-LAJ-0895R4

Paragraph 20.2

Substitute Aircraft Delivery,
		Description, Price and Advance Payments

Airframe
				  Model/MTOW:767-300F
			 412,000
			 Detail Specification:
			 D019T002-E (8/28/2003)Engine Model:CF6-80C2B6F
			 
			 Airframe Price Base
				  Year/Escalation Formula:
			 Jul-04Fixed
				  Factor EC1-W AirframeAirframe Price:
			 $112,952,000
			 Engine Price Base Year/Escalation
				  Formula:
			 Jul-04GE CF6-80
				  & GE90 (99 rev.)Optional Features:
			 $1 459 900Sub-Total of Airframe and
				  Features:
			 $114,411,900
			 Airframe Escalation
				  Data:Engine Price (Per
				  Aircraft):
			 $19,145,298
			 Base Year Index (ECI):
			 N/AAircraft Basic Price (Excluding
				  BFE/SPE):
			 $133 557 198
			 Base Year Index (ICI):
			 N/ABuyer Furnished Equipment (BFE)
				  Estimate:
			 $0
			 Engine Escalation
				  Data:.Seller Purchased Equipment (SPE)
				  Estimate:
			 $1,468,000
			 Base Year Index (CPI):
			 157.160Refundable Deposit/Aircraft at
				  Proposal Acceptance:
			 $145,000




DeliveryDate
			 Number ofAircraft
			 EscalationFactor(Airframe)
			 EscalationFactor(Engine)
			 
			 Escalation EstimateAdv Payment BasePrice Per A/P
			 Advance Payment Per Aircraft
				  (Amts. Due/Mos. Prior to Delivery):At Signing1%
			 24 Mos.4%
			 21/18/12/9/6 Mos.5°%
			 Total30%Oct-2008
			 1
			 1.1555
			 1.157
			 
			 $156,050,000
			 $1,415,500
			 $6,242,000
			 $7,802,500
			 $46,815,000Total
			 1






APR 34778-1F
			 SA 21LAN PA 2126
			 Boeing Proprietary
			 Page 1











---



Supplemental Agreement
		No. 22 (SA 22)



to



Purchase Agreement No. 2126



between



THE BOEING COMPANY



and



LAN AIRLINES S.A.

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

THIS SUPPLEMENTAL AGREEMENT, entered into as
		of the 31st day of March 2006, by and between THE BOEING COMPANY, a Delaware
		corporation (hereinafter called Boeing),
		and LAN Airlines S.A, a Chilean corporation (hereinafter called
		Customer);

WITNESSETH:

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

WHEREAS, Customer and Boeing have come to
		agreement on the purchase and sale of one new 767-316ER Aircraft having a
		scheduled delivery month of November 2007 by requiring two corresponding
		contractual delivery schedule changes;

WHEREAS, Customer and Boeing have come to
		agreement on the purchase and sale of two other new Boeing Model 767-316ER
		Aircraft with scheduled delivery months of July 2008 and September 2008;

WHEREAS, Customer and Boeing have come to
		agreement on the substitution ofits
		May-07 contract month (formerly December 2007 contract month), anAircraft bearing manufacturer serial
		number 35230, from a 767-300 Freighter Aircraft to a 767-300ER aircraft
		pursuant to 23rd of February 2006 LAN acceptance of Boeing Substitution offer
		(the May-07 Substituted Aircraft);

WHEREAS, Customer and Boeing have come to
		agreement on the substitution of the Oct-07 contract month (formerly Sep-07
		contract month),an Aircraft bearing
		manufacturer serial number 35231767-316F from a 767-300 Freighter Aircraft to a
		767-












---



300ER aircraft pursuant to 30th of March
		2006 LAN acceptance of Boeing Substitution offer (the Oct-07 Substituted
		Aircraft);

WHEREAS, Customer and Boeing have come to
		agreement to alter the Flexible Decision Date from the 1st of March to the 1st
		of April 2006 pursuant to revised Boeing Substitution Offer extended via
		electronic mail on the 20th of January of 2006;

WHEREAS, Exhibit A-6 to Purchase Agreement
		Number 2126 reflects all Options which are mutually agreed upon between Boeing
		and Customer for incorporation into the 767-316ER aircraft configuration (the
		Special Features) in 2004 base year dollars, and Boeing and Customer mutually
		agree that a revised exhibit to Purchase Agreement Number 2126 (Exhibit A-6) is
		necessary to reflect the cost of the Special Features in 2004 base year
		dollars;

WHEREAS, Exhibit A-7 to Purchase Agreement
		Number 2126 reflects all Options which are mutually agreed upon between Boeing
		and Customer for incorporation into the 767-316ER aircraft configuration (the
		Special Features) in 2005 base year dollars, and Boeing and Customer mutually
		agree that a revised exhibit to Purchase Agreement Number 2126 (Exhibit A-6) is
		necessary to reflect the cost of the Special Features in 2005 base year
		dollars;

WHEREAS, Boeing proposed and Customer has
		elected to incorporate an escalation formula to Purchase Agreement
		No. 2126 which shall be applicable to the attached Aircraft Information
		Table 9 (Table 9) and which formula shall be reflected in Supplemental Exhibit
		AE1 (AE1) to the Purchase Agreement;

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

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

1.
			 Quantity, Model, and
				  Description.


1.1
			 Purchase of Three Additional
				  Boeing Model 767 Aircraft.


This Supplemental Agreement amends the
		Purchase Agreement to reflect the purchase by Customer of three 767-316ER
		Aircraft.

1.2
			 Aircraft Description for
				  767-316ER Aircraft.


Boeing will manufacturer and sell to
		Customer, and Customer will purchase from Boeing, the Aircraft described in the
		attached Aircraft Information Table No. 8, including identification data
		for the applicable Detail Specification.

1.3
			 Substitution.


1.3.1With the 23rd of February 2006 LAN acceptance of the
		Boeing Substitution offer, Customer and Boeing have agreed to the substitution
		of the May-07 Substituted Aircraft from a 767-300 Freighter Aircraft to a
		767-300ER aircraft.



Page 2






---



1.3.2With the 30th of March 2006 LAN acceptance of the Boeing
		Substitution offer, Customer and Boeing have agreed to the substitution of the
		Oct-07 Substituted Aircraft from a 767-300 Freighter Aircraft to a 767-300ER
		aircraft.

2.
			 Aircraft Delivery
				  Schedule.


The scheduled delivery month of each of the
		additional Aircraft is set forth in the attached Aircraft Information Table
		No. 8 (Table 8).

2.1.1
			 Delivery Schedule
				  Changes.


With respect to the 767-316ER Aircraft having a scheduled delivery
		month of November 2007, Boeing and Customer have agreed to the two
		corresponding contractual delivery schedule changes as follows:

Original ContractMonth
			 RevisedContract Month
			 Manufacturer Serial NumberDec-07
			 Apr-08
			 35697Mar 07
			 May-07
			 35230




3.
			 Price.


3.1
			 Aircraft Basic
				  Price.


The Aircraft Basic Price, in subject to
		escalation dollars, and each component thereof and the Advance Payment Base
		Price for each of the additional Aircraft are set forth in Table 9 and for the
		Substituted Aircraft in Table 8.

4.
			 Payment.


4.1.1Boeing acknowledges receipt of funds from Customer in
		the amount of $150,000 for each of the Aircraft in Table 9 (hereinafter
		referred to as Deposit).

4.1.2Customer will make Advance Payments to Boeing in the
		amount of 30% of the Advance Payment Base Price for each of the Aircraft. These
		payments will begin with a payment of 1%, less any Deposit previously paid to
		Boeing. Additional payments for the Aircraft are due on the first business day
		of the months and in the amounts set forth in the attached Table 9.

4.1.3The total amount of Advance Payments due upon the date
		of this agreement will include all Advance Payments that are or were due on or
		before such date in accordance with the Advance Payment Schedule set forth in
		the attached Table 9.

4.1.4Any payments due by Customer to Boeing shall be made via
		wire transfer to the Boeing bank account identified below.

[***]



Page 3






---



5.
			 Miscellaneous.


5.1
			 Table of Contents.


Remove and replace in its entirety the Table
		of Contents, with the Table of Contents attached hereto, to reflect the changes
		made by this Supplemental Agreement No. 22.

5.2
			 Letter Agreement.


Remove and replace in its entirety Letter
		Agreement 6-1162-LAJ-0895R4, entitled [***], and replace it with the revised
		Letter Agreement 6-1162-LAJ-0895R5, entitled [***], and attached hereto.

5.3
			 Incorporation of Exhibits A-6 and
				  A-7 and Supplemental Exhibit AE1.


The Purchase Agreement is amended to
		incorporate

a.Exhibit A-6 to reflect the cost of the Special Features
		for the 767-316ER Aircraft in 2004 base year dollars.

b.Exhibit A-7 to reflect the cost of the Special Features
		for the 767-316ER Aircraft in 2005 base year dollars.

c.Supplemental Exhibit AE1 to set forth the alternate
		escalation formula applicable to Table 9 Aircraft.

6.
			 Confidentiality.


Customer and Boeing understand that the
		information contained in this Supplemental Agreement is considered
		confidential. Each of Customer and Boeing agree to treat this Supplemental
		Agreement as confidential and will not, without the prior written consent of
		the other party, disclose this Supplemental Agreement or any information
		contained herein to any third parties, other than as required by applicable law
		or by the Export-Import Bank of the United States.

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

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

THE BOEING COMPANY
			 LAN AIRLINES S.A.






By
			 [Illegible]
			 By
			 [Illegible]


Its
			 Attorney-In-Fact
			 Its
			 Senior VP Corporate
				  Investments




Page 4






---































PURCHASE AGREEMENT NUMBER 2126



between



THE BOEING COMPANY



and



LAN Airlines S.A.



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














---



TABLE OF CONTENTS



Supplemental


ARTICLES
			 
			 Agreement


1.
			 Quantity, Model and
				  Description
			 22


2.
			 Delivery Schedule
			 22


3.
			 Price
			 22


4.
			 Payment
			 22


5.
			 Miscellaneous
			 22


6.
			 Confidentiality
			 22TABLE1.
			 Aircraft Information Table 767-300ER
				  Aircraft  1995$
			 12.
			 Aircraft Information Table 767-300F
				  Aircraft  1997$
			 13.
			 Aircraft Information Table 767-300F
				  Aircraft  1998$
			 84.
			 Aircraft Information Table 767-300F
				  Aircraft  1999$
			 115.
			 Aircraft Information Table 767-300F
				  Aircraft  2003$
			 186.
			 Aircraft Information Table 767-316ER
				  Aircraft  2003$
			 217.
			 Aircraft Information Table 767-300F
				  Aircraft  2004$
			 208.
			 Aircraft Information Table 767-316ER
				  Aircraft  2004 $
			 229.
			 Aircraft Information Table 767-316ER
				  Aircraft  2005 $
			 22




EXHIBIT

A.
			 Aircraft Configuration


A-1
			 Aircraft Configuration
			 1


A-2
			 Aircraft Configuration
			 5


A-3
			 Aircraft Configuration
			 10


A-4
			 Aircraft Configuration 767-316F
				  Aircraft  2003$
			 15


A-5
			 Aircraft Configuration 767-316ER
				  Aircraft  2003$
			 17


A-6
			 Aircraft Configuration 767-316ER
				  Aircraft  2004$
			 22


A-7
			 Aircraft Configuration 767-316ER
				  Aircraft  2005$
			 22


B.
			 Aircraft Delivery Requirements and
				  Responsibilities
			 1




SUPPLEMENTAL EXHIBITS

BFE1.
			 BFE Variables
			 1


CS1.
			 Customer Support Variables
			 1


EE1.
			 Engine Escalation/Engine Warranty
				  and Patent Indemnity
			 1


EE1-1.
			 Engine Escalation/Engine Warranty
				  and Patent Indemnity
			 5


EE1-2.
			 Engine Escalation/Engine Warranty
				  and Patent Indemnity
			 13


SLP1.
			 Service Life Policy
				  Components


AE1
			 Escalation adjustment - airframe and
				  optional features
			 22




Page 6




---



LETTER AGREEMENTS
			 SupplementalAgreement(s)




2126-1
			 Seller Purchased Equipment


2126-2R1
			 Cabin Systems Equipment
			 17


2126-3R4
			 [***]
			 13






Supplemental


RESTRICTED LETTER
				  AGREEMENTS
			 Agreement(s)




6-1162-DMH-350
			 [***]




6-1162-DMH-351
			 [***]




6-1162-DMH-472
			 [***]
			 1




6-1162-DMH-475
			 [***]
			 1




6-1162-DMH-1031R2
			 [***]
			 9




6-1162-LAJ-311
			 [***]
			 11




6-1162-LAJ-0895
			 [***]
			 14




6-1162-LAJ-0895R1
			 [***]
			 16




6-1162-LAJ-956
			 [***]




6-1162-LAJ-0895R5
			 [***]
			 22




Page 7






---

Aircraft Information Table
		No.8

to Purchase Agreement No.2126

Aircraft Delivery, Description, Price and Advance Payments



Airframe
				  Model/MTOW:767-300ER
			 412,000
			 
			 Detail
				  Specification:D019T001-E (11/5/2003)Engine Model:CF6-80C2B6F
			 
			 
			 Airframe Price Base
				  Year/Escalation Formula:Jul-04
			 Fixed Factor ECI-W AirframeAirframe Price:
			 $100,608,000
			 
			 Engine Price Base Year/Escalation
				  Formula:Jul-04
			 GE CF6-80 & GE90 (99 rev.)Optional Features:
			 $5,764,100Sub-Total of Airframe and
				  Features:
			 $106,372,100
			 
			 Airframe Escalation
				  Data:Engine Price (Per
				  Aircraft):
			 $19,145,298
			 
			 Base Year Index
				  (ECI):N/AAircraft Basic Price (Excluding
				  BFE/SPE):
			 $125,517,398
			 
			 Base Year Index
				  (ICI):N/ABuyer Furnished Equipment (BFE)
				  Estimate:
			 $0
			 
			 Engine Escalation
				  Data:Seller Purchased Equipment (SPE)
				  Estimate:
			 $5,298,000
			 
			 Base Year Index
				  (CPI):157.160Refundable Deposit/Aircraft at
				  Proposal Acceptance:
			 $145,000




Advance Payment Per Aircraft
				  (Amts. Due/Mos. Prior to DeliveryDelivery Date
			 Month for Computation of
				  Escalation
			 Escalation Factor 
				  (Airframe)
			 Escalation Factor 
				  (Engine)
			 Manufacturer Serial
				  Number
			 Escalation Estimate Adv
				  Payment Base Price Per A/P
			 At Signing1%
			 24 Mos.4%
			 21/18/12/9/6 Mos.5%
			 Total30%Nov-2006
			 Oct-2006
			 1.0889
			 1.088
			 35229
			 $142,428,000
			 $1,279,280
			 $5,697,120
			 $7,121,400
			 $42,728,400May-2007
			 Mar-2007
			 1.1008
			 1.098
			 35230
			 $143,948,000
			 $1,294,480
			 $5,757,920
			 $7,197,400
			 $43,184,400Oct-2007
			 Sep-2007
			 1.1173
			 1.098
			 35231
			 $145,791,000
			 $1,312,910
			 $5,831,640
			 $7,289,550
			 $43,737,300Apr-2008
			 Dec-2007
			 1.1251
			 1.125
			 35697
			 $147,179,000
			 $1,326,790
			 $5,887,160
			 $7,358,950
			 $44,153,700May-2008
			 May-2008
			 1.142
			 1.142
			 35696
			 $149,391,000
			 $1,348,910
			 $5,975,640
			 $7,469,550
			 $44,817,300Oct-2008
			 Oct-2008
			 1.1555
			 1.157
			 35698
			 $151,186,000
			 $1,366,860
			 $6,047,440
			 $7,559,300
			 $45,355,800Total:
			 6




APR 34779-1FLAN PA 2126
			 SA 22
			 Page 1




---

Aircraft Information Table
		No.9

to Purchase Agreement No.2126

Aircraft Delivery, Description, Price and
		Advance Payments



Airframe
				  Model/MTOW:767-300ER
			 412000
				  pounds
			 
			 Detail
				  Specification:D019T001 (12/22/2003)Engine
				  Model/Thrust:CF6-80C2B6F
			 60200 pounds
			 
			 Airframe Price Base
				  Year/Escalation Formula:Jul-05
			 Fixed Factor ECI-MFG / CPIAirframe Price:
			 $105,407,000
			 
			 Engine Price Base Year/Escalation
				  Formula:Jul-05
			 GE CF6-80 & GE90 (99 rev.)Optional Features:
			 $6,039,200Sub-Total of Airframe and
				  Features:
			 $111,446,200
			 
			 Airframe Escalation
				  Data:Engine Price (Per
				  Aircraft):
			 $20,010,080
			 
			 Base Year Index
				  (ECI):N/AAircraft Basic Price (Excluding
				  BFE/SPE):
			 $131,456,280
			 
			 Base Year Index
				  (ICI):N/ABuyer Furnished Equipment (BFE)
				  Estimate:
			 $0
			 
			 Engine Escalation
				  Data:Seller Purchased Equipment (SPE)
				  Estimate:
			 $6,400,000
			 
			 Base Year Index
				  (CPI):163.430Refundable Deposit/Aircraft at
				  Proposal Accept:
			 $150,000




Delivery Date
			 Number of Aircraft
			 Escalation
				Factor (Airframe)
			 
			 
			 
			 Advance Payment Per Aircraft
				  (Amts. Due/Mos. Prior to Delivery)Escalation
				  Factor(Engine)
			 Manufacturer Serial
				  Number
			 Escalation Estimate Adv
				  Payment Base Price Per A/P
			 At Signing1%
			 24 Mos.4%
			 21/18/12/9/6 Mos.5%
			 Total30%Nov-2007
			 1
			 1.0786
			 1.103
			 36710
			 $149,180,000
			 $1,341,800
			 $5,967,200
			 $7,459,000
			 $44,754,000Jul-2008
			 1
			 1.1022
			 1.135
			 36711
			 $152,601,000
			 $1,376,010
			 $6,104,040
			 $7,630,050
			 $45,780,300Sep-2008
			 1
			 1.1069
			 1.141
			 36712
			 $153,275,000
			 $1,382,750
			 $6,131,000
			 $7,663,750
			 $45,982,500Total:
			 3




APR 34779-1FLAN PA 2126
			 SA 22
			 Page 1




---

AIRCRAFT CONFIGURATION



between



THE BOEING COMPANY



and



LAN AIRLINES S.A.



Exhibit A-6 to Purchase Agreement Number
		2126



P.A. No. 2126
			 Exhibit A-6, Page 1
			 SA-22






---

AIRCRAFT CONFIGURATION



relating to



BOEING MODEL 767-300ER AIRCRAFT



THE LAN AIRCRAFT

The Detail Specification is Boeing Detail
		Specification D019-T001LAN63E-1 dated as of January 20, 2005. Such Detail
		Specification will be comprised of Boeing Configuration Specification D019T001,
		Revision E dated November 5, 2003 to incorporate the Options listed below,
		including the effects on Manufacturers Empty Weight (MEW) and Operating
		Empty Weight (OEW). Such Options are set forth in Boeing Document D019-
		T001LAN63E-1. As soon as practicable, Boeing will furnish to Customer copies of
		the Detail Specification, which copies will reflect such Options. The Aircraft
		Basic Price reflects and includes all effects of such Options, except such
		Aircraft Basic Price does not include the price effects of any Buyer Furnished
		Equipment or Seller Purchased Equipment.



Exhibit A-6, Page 1


---

Exhibit A-CPurchase Agreement No. @ 2126Page 2





CR
			 Title
			 2004 DLRS3/AP Price
				  Per A/C[***]
			 [***]
			 [***][***]
			 [***]
			 [***][***]
			 [***]
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			 [***]
			 [***][***]
			 [***]
			 [***][***]
			 [***]
			 [***]




Exhibit A-6, Page 2


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Exhibit A-CPurchase Agreement No. @ 2126Page 3



CR
			 Title
			 2004 DLRS3/AP Price
				  Per A/C[***]
			 [***]
			 [***][***]
			 [***]
			 [***][***]
			 [***]
			 [***][***]
			 [***]
			 [***][***]
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			 [***]
			 [***][***]
			 [***]
			 [***]




Exhibit A-6, Page 3


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Exhibit A-CPurchase Agreement No. @ 2126Page 4



CR
			 Title
			 2004 DLRS3/AP Price
				  Per A/C[***]
			 [***]
			 [***][***]
			 [***]
			 [***][***]
			 [***]
			 [***][***]
			 [***]
			 [***][***]
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			 [***]
			 [***][***]
			 [***]
			 [***]




Exhibit A-6, Page 4


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Exhibit A-CPurchase Agreement No. @ 2126Page 5



CR
			 Title
			 2004 DLRS3/AP Price
				  Per A/C[***]
			 [***]
			 [***][***]
			 [***]
			 [***][***]
			 [***]
			 [***][***]
			 [***]
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			 [***]
			 [***][***]
			 [***]
			 [***]




Exhibit A-6, Page 5


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Exhibit A-CPurchase Agreement No. @ 2126Page 6



CR
			 Title
			 2004 DLRS3/AP Price
				  Per A/C[***]
			 [***]
			 [***][***]
			 [***]
			 [***][***]
			 [***]
			 [***][***]
			 [***]
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			 [***]
			 [***]




Exhibit A-6, Page 6


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Exhibit A-CPurchase Agreement No. @ 2126Page 7



CR
			 Title
			 2004 DLRS3/AP Price
				  Per A/C[***]
			 [***]
			 [***][***]
			 [***]
			 [***][***]
			 [***]
			 [***][***]
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			 [***]
			 [***]




Exhibit A-6, Page 7


---

AIRCRAFT CONFIGURATION



between



THE BOEING COMPANY



and



LAN AIRLINES S.A.



Exhibit A-7 to Purchase Agreement Number
		2126



Exhibit A-7, Page 1


---

AIRCRAFT CONFIGURATION



relating to



BOEING MODEL 767-300ER AIRCRAFT



THE LAN AIRCRAFT

The Detail Specification is Boeing Detail
		Specification D019-T001LAN63E-1 dated as of January 20, 2005. Such Detail
		Specification will be comprised of Boeing Configuration Specification D019T001,
		Revision E dated November 5, 2003 to incorporate the Options listed below,
		including the effects on Manufacturers Empty Weight (MEW) and Operating
		Empty Weight (OEW). Such Options are set forth in Boeing Document D019-
		T001LAN63E-1. As soon as practicable, Boeing will furnish to Customer copies of
		the Detail Specification, which copies will reflect such Options. The Aircraft
		Basic Price reflects and includes all effects of such Options, except such
		Aircraft Basic Price does not include the price effects of any Buyer Furnished
		Equipment or Seller Purchased Equipment.



Exhibit A-7, Page 1


---



CR
			 Title
			 2005$FOLLOWON
				  PricePer A/C[***]
			 [***]
			 [***][***]
			 [***]
			 [***][***]
			 [***]
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			 [***]
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			 [***]
			 [***]




Exhibit A-7, Page 2


---



CR
			 Title
			 2005 $FOLLOW ON Price
				  Per A/C[***]
			 [***]
			 [***][***]
			 [***]
			 [***][***]
			 [***]
			 [***][***]
			 [***]
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			 [***]
			 [***]




Exhibit A-7, Page 3


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CR
			 Title
			 2005 $FOLLOW ON Price
				  Per A/C[***]
			 [***]
			 [***][***]
			 [***]
			 [***][***]
			 [***]
			 [***][***]
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			 [***]




Exhibit A-7, Page 4


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CR
			 Title
			 2005 $FOLLOW ON Price
				  Per A/C[***]
			 [***]
			 [***][***]
			 [***]
			 [***][***]
			 [***]
			 [***][***]
			 [***]
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Exhibit A-7, Page 5


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CR
			 Title
			 2005 $FOLLOW ON Price
				  Per A/C[***]
			 [***]
			 [***][***]
			 [***]
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Exhibit A-7, Page 6


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CR
			 Title
			 2005 $FOLLOW ON Price
				  Per A/C[***]
			 [***]
			 [***][***]
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			 [***]




Exhibit A-7, Page 7


---



ESCALATION ADJUSTMENT



AIRFRAME AND OPTIONAL
		FEATURES



between



THE BOEING COMPANY



and



LAN AIRLINES S.A.



Supplemental Exhibit AE1 to Purchase
		Agreement Number 2126



P.A. No. 2126PA_Supp_Ex_AE1_CPI_2005
			 AE1
			 SA 22Rev.: 05/31/2005


---



1.
			 Formula.


Airframe and Optional Features price
		adjustments (Airframe Price Adjustment) are used to allow prices to be stated
		in current year dollars at the signing of this Purchase Agreement and to adjust
		the amount to be paid by Customer at delivery for the effects of economic
		fluctuation. The Airframe Price Adjustment will be determined at the time of
		Aircraft delivery in accordance with the following formula:

Pa = (P) (L + M)  P

Where:



Pa =
			 Airframe Price Adjustment. (For
				  Models 717-200, 737-600, 737-700, 737-800, 737-900, 777-200LR and 777-300ER the
				  Airframe Price includes the Engine Price at its basic thrust level.)




L =
			 
			 where ECIb is the base
				  year index (as set forth in Table 1 of this Purchase Agreement)




M =
			 
			 where CPIb is the base
				  year index (as set forth in Table 1 of this Purchase Agreement)




P =
			 Airframe Price plus Optional
				  Features Price (as set forth in Table 1 of this Purchase Agreement).


ECI is a value determined using the U.S.
		Department of Labor, Bureau of Labor Statistics Employment Cost Index
		Manufacturing  Total Compensation (BLS Series ID ECU12402I), calculated
		by establishing a three-month arithmetic average value (expressed as a decimal
		and rounded to the nearest tenth) using the values for the 11th, 12th and 13th
		months prior to the month of scheduled delivery of the applicable Aircraft. As
		the Employment Cost Index values are only released on a quarterly basis, the
		value released for the first quarter will be used for the months of January,
		February and March; the value released for the second quarter will be used for
		the months of April, May and June; the value released for the third quarter
		will be used for the months of July, August and September; the value released
		for the fourth quarter will be used for the months of October, November and
		December.

CPI is a value determined using the U.S.
		Department of Labor, Bureau of Labor Statistics Consumer Price Index (BLS
		Series ID CUUR0000SA0), calculated as a 3-month arithmetic average of the
		released monthly values (expressed as a decimal and rounded to the nearest
		tenth) using the values for the 11th, 12th and 13th months prior to the month
		of scheduled delivery of the applicable Aircraft.



P.A. No. 2126PA_Supp_Ex_AE1_CPI_2005
			 AE1 - 1
			 SA 22Rev.: 05/31/2005


---

As an example, for an Aircraft scheduled to
		be delivered in the month of July, the months June, July and August of the
		preceding year will be utilized in determining the value of ECI and CPI.

Note:
				i. In determining the values of L
					 and M, all calculations and resulting values will be expressed as a decimal
					 rounded to the nearest ten-thousandth.
 ii..65 is the numeric ratio attributed to labor in the
					 Airframe Price Adjustment formula.
 iii..35 is the numeric ratio attributed to materials in the
					 Airframe Price Adjustment formula.
 iv.The denominators (base year indices) are the actual
					 average values reported by the U.S. Department of Labor, Bureau of Labor
					 Statistics. The actual average values are calculated as a 3-month arithmetic
					 average of the released monthly values (expressed as a decimal and rounded to
					 the nearest tenth) using the values for the 11th, 12th and 13th months prior to
					 the airframe base year. The applicable base year and corresponding denominator
					 is provided by Boeing in Table 1 of this Purchase Agreement.
 v.The final value of Pa will be rounded to the
					 nearest dollar.
 vi.The Airframe Price Adjustment will not be made if it
					 will result in a decrease in the Aircraft Basic Price.
 2.
				Values to be Utilized in the
					 Event of Unavailability.


2.1If
		the Bureau of Labor Statistics substantially revises the methodology used for
		the determination of the values to be used to determine the ECI and CPI values
		(in contrast to benchmark adjustments or other corrections of previously
		released values), or for any reason has not released values needed to determine
		the applicable Airframe Price Adjustment, the parties will, prior to the
		delivery of any such Aircraft, select a substitute from other Bureau of Labor
		Statistics data or similar data reported by non-governmental organizations.
		Such substitute will result in the same adjustment, insofar as possible, as
		would have been calculated utilizing the original values adjusted for
		fluctuation during the applicable time period. However, if within 24 months
		after delivery of the Aircraft the Bureau of Labor Statistics should resume
		releasing values for the months needed to determine the Airframe Price
		Adjustment, such values will be used to determine any increase or decrease in
		the Airframe Price Adjustment for the Aircraft from that determined at the time
		of delivery of the Aircraft.

2.2Notwithstanding Article 2.1 above, if prior to the scheduled delivery month of
		an Aircraft the Bureau of Labor Statistics changes the base year for
		determination of the ECI and CPI values as defined above, such re-based values
		will be incorporated in the Airframe Price Adjustment calculation.

2.3In
		the event escalation provisions are made non-enforceable or otherwise rendered
		void by any agency of the United States Government, the parties agree, to the
		extent they may



P.A. No. 2126
			 AE1 - 2
			 SA-22






---

lawfully do so, to equitably adjust the
		Aircraft Price of any affected Aircraft to reflect an allowance for increases
		or decreases consistent with the applicable provisions of paragraph 1 of this
		Supplemental Exhibit AE1 in labor compensation and material costs occurring
		since August of the year prior to the price base year shown in the Purchase
		Agreement.

2.4If
		within 12 months of Aircraft delivery the published index values are revised
		due to an acknowledged error by the Bureau of Labor Statistics, the Airframe
		Price Adjustment will be re-calculated using the revised index values (this
		does not include those values noted as preliminary by the Bureau of Labor
		Statistics). A credit memorandum or supplemental invoice will be issued for the
		Airframe Price Adjustment difference. Interest charges will not apply for the
		period of original invoice to issuance of credit memorandum or supplemental
		invoice.

Note:
			 i. The values released by the Bureau
				  of Labor Statistics and available to Boeing 30 days prior to the first day of
				  the scheduled delivery month of an Aircraft will be used to determine the ECI
				  and CPI values for the applicable months (including those noted as preliminary
				  by the Bureau of Labor Statistics) to calculate the Airframe Price Adjustment
				  for the Aircraft invoice at the time of delivery. The values will be considered
				  final and no Airframe Price Adjustments will be made after Aircraft delivery
				  for any subsequent changes in published Index values, subject always to
				  paragraph 2.4 above.


ii.
				  The maximum number of digits to the right of the
				  decimal after rounding utilized in any part of the Airframe Price Adjustment
				  equation will be 4, where rounding of the fourth digit will be increased to the
				  next highest digit when the 5th digit is equal to 5 or greater.




P.A. No. 2126
			 AE1 - 3
			 SA-22






---

Boeing Commercial Airplanes

P.O. Box 3707

Seattle, WA 98124-2207



6-1162-LAJ-0895R5



LAN Airlines S.A.

Santiago, Chile



Subject:
			 [***]


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


This letter agreement (Letter Agreement)
		amends the Purchase Agreement. All terms used but not defined in this Letter
		Agreement shall have the same meaning as in the Purchase Agreement. This Letter
		Agreement supersedes and replaces in its entirety Letter Agreement
		6-1162-LAJ-0895R4 dated 20th of July, 2005.

1.
			 Credit Memorandum.


In consideration of Customer purchasing the
		Aircraft, Boeing will provide concurrent with the delivery of each Aircraft
		contained on the Aircraft Information Tables No. 5, 6, 7, 8 and 9 of the
		Purchase Agreement a credit memorandum equal to [***] of the escalated Airframe
		Price. This credit memorandum may be used for the purchase of any Boeing goods
		and services including aircraft but the credit memorandum may not be used for
		advance payments.

2.
			 Export License.


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

3.
			 Warranty Modification.


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

4.
			 [***].[***]


---



5.
				[***]
 6.
				[***]
 7.
				[***]
 8.
				[***]
 9.
				[***]
 10.
				[***]
 10.1
				[***]
 10.2
				[***]
 10.3
				[***]
 10.4
				[***]
 11.
				[***]
 11.1
				[***]
 11.2
				[***]
 12.
				[***]
 13
				[***]
 13.1
				[***]
 13.2
				[***]
 14.
				[***]
 15.
				[***]
 15.1
				[***]
 15.2
				[***]
 16.
				[***]
 17.
				[***]




2






---

18.
			 Aircraft Information Tables and
				  Advance Payments.


If any Aircraft Information Table is
		changed, Boeing will provide Customer with each such revised aircraft
		information table which will be incorporated into Purchase Agreement 2126 via
		Supplemental Agreement. If a change to the Purchase Agreement causes the
		Advance Payments being held for a particular aircraft to change, Boeing will
		invoice Customer if more advance payments are required and Boeing will provide
		a refund to Customer if Boeing is holding more advance payments than are
		required under the Purchase Agreement because of the change. Each such payment
		or refund as the case may be will be made within 10 business days of the
		signing of a Supplemental Agreement.

19.
				[***]
 20.
				[***]
 20.1
				[***]
 20.2
				[***]20.3
				[***]
 21.
				Confidentiality.


Customer and Boeing understand that the
		information contained in this Letter Agreement is considered confidential. Each
		of Customer and Boeing agree to treat this Letter Agreement as confidential and
		will not, without the prior written consent of the other party, disclose this
		Letter Agreement or any information contained herein to any third parties,
		other than as required by applicable law or the Export-Import Bank of the
		United States. If the foregoing correctly sets forth your understanding of our
		agreement with respect to the matters treated above, please indicate your
		acceptance and approval below.

|Very truly yours,                                       |                                 | 
|------------------------------------------------------- | ------------------------------- | 
|THE BOEING COMPANY                                      |                                 | 
|By:                                                     | [Illegible]                     | 
|Its:                                                    | Attorney-In-Fact                | 
|ACCEPTED AND AGREED TO this Date:
				March 31st , 2006 |                                
|LAN Airlines S.A.                                       |                                 | 
|By:                                                     | [Illegible]                     | 
|Its:                                                    | Senior VP Corporate Investments | 



3






---

Exhibit A to Letter Agreement
		6-1162-LAJ-0895R5

Paragraph 20.2

Substitute Aircraft Delivery,
		Description, Price and Advance Payments



Airframe Mode/MTOW:
			 767-300ER
			 412,000
			 
			 Detail Specification:
			 D019T002-E (8/28/2003)Engine Model:
			 CF6-80C2B6F
			 
			 
			 Airframe Price Base
				  Year/Escalation Formula:
			 Jul-04
			 Fixed Factor ECI-W AirframeAirframe Price:
			 $112,952,000
			 
			 Engine Price Base Year/Escalation
				  Formula:
			 Jul-04
			 GE CF6-80 & GE90 (99 rev.)Optional Features:
			 $1,459,900Sub-Total of Airframe and
				  Features:
			 $114,411,900
			 
			 Airframe Escalation
				  Data:Engine Price (Per
				  Aircraft):
			 $19,145,298
			 
			 Base Year Index
				  (ECI):
			 N/AAircraft Basic Price (Excluding
				  BFE/SPE):
			 $133,557,198
			 
			 Base Year Index
				  (ICI):
			 N/ABuyer Furnished Equipment (BFE)
				  Estimate:
			 $0
			 
			 Engine Escalation
				  Data:Seller Purchased Equipment (SPE)
				  Estimate:
			 $1,468,000
			 
			 Base Year Index
				  (CPI):
			 157.160Refundable Deposit/Aircraft at
				  Proposal Acceptance:
			 $145,000




Delivery Date
			 Number of Aircraft
			 Escalation
				Factor (Airframe)
			 Escalation
				Factor (Engine)
			 
			 Escalation Estimate
			 Advance Payment Per Aircraft
				  (Amts. Due/Mos. Prior to Delivery):Adv Payment Base Price Per
				  A/P
			 At Signing1%
			 24 Mos.4%
			 21/18/12/9/6 Mos.5%
			 Total30%Oct-2008
			 1
			 1.1555
			 1.157
			 
			 $156,050,000
			 $1,415,500
			 $6,242,000
			 $7,802,500
			 $46,815,000Total:
			 1




APR 34778-1FLAN PA 2126
			 Boeing Proprietary
			 Page 1






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Exhibit B1 to Letter Agreement
		6-1162-LAJ-0895R5

Paragraph 20.3

Substitute Aircraft Delivery, Description, Price and Advance
		Payments



Airframe
				  Mode/MTOW:767-300ER
			 412000 pounds
			 
			 Detail
				  Specification:D019T0012- (12/22/2005)Engine
				  Model/Thrust:CF6-80C2B6F
			 60200 pounds
			 
			 Airframe Price Base
				  Year/Escalation Formula:Jul-05
			 Fixed Factor ECI-MFG/CPIAirframe Price:
			 $118340,000
			 
			 Engine Price Base Year/Escalation
				  Formula:Jul-05
			 GE CF6-80 & GE90 (99 rev.)Optional Features:
			 $1,529,500Sub-Total of Airframe and
				  Features:
			 $119,869,500
			 
			 Airframe Escalation
				  Data:Engine Price (Per
				  Aircraft):
			 $20,010,080
			 
			 Base Year Index
				  (ECI):N/AAircraft Basic Price (Excluding
				  BFE/SPE):
			 $131,456,280
			 
			 Base Year Index
				  (ICI):N/ABuyer Furnished Equipment (BFE)
				  Estimate:
			 $0
			 
			 Engine Escalation
				  Data:Seller Purchased Equipment (SPE)
				  Estimate:
			 $1,535,000
			 
			 Base Year Index
				  (CPI):163.430Refundable Deposit/Aircraft at
				  Proposal Acceptance:
			 $150,000






Delivery Date
			 Number of Aircraft
			 Escalation
				Factor (Airframe)
			 Escalation Factor
				  (Engine)
			 
			 Escalation Estimate Adv
				  Payment Base Price Per A/P
			 Advance Payment Per Aircraft
				  (Amts. Due/Mos. Prior to DeliveryAt Signing1%
			 24 Mos.4%
			 21/18/12/9/6 Mos.5%
			 Total30%Jul-2008
			 1
			 1.1022
			 1.135
			 
			 $156,524,000
			 $1,415,240
			 $6,260,960
			 $7,826,200
			 $46,957,200Total:
			 1




Boeing Proprietary
			 Page 1






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Exhibit B2 to Letter Agreement
		6-1162-LAJ-0895R5

Paragraph 20.3

Page 1 of 2

[***]



Credit Memoranda
			 [***]Letter6-1162-LAJ-0895 R4
			 Oct 2008++Aircraft
			 Nov2007
				  Aircraft*
			 Jul&Sep2008 Aircraft*Basic Credit Memo
			 1
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[***]



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Exhibit B2 to Letter Agreement
		6-1162-LAJ-0895R5

Paragraph 20.3

Page 2 of 2

[***]



Advance Payments



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
			 Interest on Deferred
				  Amounts
			 [***]



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
			 [***]


[***]













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