EX-4.39



 Exhibit 4.39 

Supplemental Agreement No. 7 (SA-7) 

to 
 Purchase Agreement
No. 3158 
 between 
 The
Boeing Company 
 and 
 TAM
Linhas Aéreas S.A. 
 Relating to Boeing Model 777 Aircraft 

THIS SUPPLEMENTAL AGREEMENT, entered into as of             , 2014, by and between
THE BOEING COMPANY (Boeing) and TAM LINHAS AÉREAS S.A. (Customer); 
 [***][***] 

[***] 
 WHEREAS, the parties
have agreed to incorporate a new Exhibit A-4 for the 777F Aircraft configuration into the Agreement; 
 WHEREAS, Boeing and Customer have
mutually agreed to amend the Purchase Agreement to incorporate the effect of this and certain other changes. 
 AGREEMENT 

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

  

	1.	Revision of Table of Contents and Aircraft Information Table to the Purchase Agreement: 


1.1. Table of Contents. [***]Tables. “[***]. 
  

	2.	Exhibit A-4 

 2.1. A new “Exhibit A-4” attached hereto is added to describe the
777F Aircraft. 
 “[* * *]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.









	3.	Letter Agreements. 

 3.1. [***]. 

 

	4.	Other Matters. 

 It is contemplated that Boeing and Customer will enter into an
assignment agreement assigning Customers rights to LATAM Airlines Group S.A. At such time as the assignment agreement is signed Boeing agrees to make Letter Agreement 6-1162-ILK-0277, entitled
“777-FREIGHTER Performance Retention Commitment,” to Purchase Agreement 3194 applicable to the two Table 3 Aircraft. 
  

	5.	Confidential Treatment. 

 Boeing and Customer understand that the commercial and
financial information contained in this Supplemental Agreement is considered by the parties as confidential (Confidential Information) and both agree not to disclose such Confidential Information except as provided herein. In addition to the
parties’ respective officers, directors and employees who need to know the Confidential Information and who understand the obligation to keep it confidential, the parties may disclose Confidential Information (1) to the extent required by
law and (2) to its agents, auditors and advisors who need to know the Confidential Information for purposes of enabling each party to understand, perform its obligations under, or receive the benefits of, this Supplemental Agreement and who
have agreed not to use or disclose the Confidential Information for any other purpose without the other party’s prior written consent. In the event that a party concludes that disclosure of Confidential Information contained in this
Supplemental Agreement is required by applicable law, the party will so advise the other party promptly in writing and endeavor to protect the confidentiality of such Confidential Information to the widest extent possible. In the event of a legal
dispute with Boeing, nothing herein will preclude Customer from sharing with its legal counsel information necessary for purposes of enabling counsel to advise or represent Customer provided that so long as Customer causes its legal counsel to
maintain the confidentiality of information that is the subject of this Article. This provision shall not apply to any Confidential Information that is in the public domain except that a party will be liable to the other for breach of its
obligations under this provision if the Confidential Information entered the public domain as a consequence of a wrongful act or omission on its part. 

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

DATED AS OF this             day
of                                         of
2014 
 P.A. No. 3158 
 TAM 

Boeing Proprietary 
 “[* * *]”
This information is subject to confidential treatment and has been omitted and filed separately with the commission. 








									
	TAM LINHAS AÉREAS S.A.				THE BOEING COMPANY
					
	By:		  
				By:		




					
			  
						Mr. David J. Hilby
			    (Printed or Typed Name)						
					
	Its:		  
				Its:		Attorney in Fact
					
	By:		  
						
					
			  
						
			    (Printed or Typed Name)						
	Its:		  
						

 P.A. No. 3158 
 TAM 

Boeing Proprietary 
 “[* * *]”
This information is subject to confidential treatment and has been omitted and filed separately with the commission. 







 TABLE OF CONTENTS 
  

					
	 ARTICLES
	  	 	  	 Supplemental
Agreement 
Number

			
	1.	  	Quantity, Model and Description	  	
	2.	  	Delivery Schedule	  	
	3.	  	Price	  	
	4.	  	Payment	  	
	5.	  	Miscellaneous	  	
			
	 TABLE
	  	 	  	 
			
	[***]	  	[***]	  	[***]
			
	[***]	  	[***]	  	[***]
			
	[***]	  	[***]	  	[***]
			
	[***]	  	[***]	  	[***]
			
	[***]	  		  	
			
	[***]	  	[***]	  	[***]
			
	[***]	  	[***]	  	[***]
			
	[***]	  	[***]	  	[***]
			
	[***]	  	[***]	  	
			
	[***]	  		  	
			
	[***]	  	[***]	  	
			
	[***]	  	[***]	  	[***]
			
	[***]	  	[***]	  	[***]
			
	[***]	  	[***]	  	
			
	[***]	  	[***]	  	
			
	[***]	  	[***]	  	

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








					
	 LETTER AGREEMENTS
	  	 SA 
Number

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

 P.A. No. 3158 
 TAM 

Boeing Proprietary 







 Table 3 To 

Purchase Agreement No. PA-3158 

Aircraft Delivery, Description, Price and Advance Payments 

[***] 
 “[* * *]” The information in this table is
subject to confidential treatment and has been omitted and filed separately with the commission. 
  

					
			Boeing Proprietary		SA-7
					Page 1








 Exhibit A-4 To 

Boeing Purchase Agreement 
  

					
	 CR
	  	 Title
	  	 2010 Dollars

	 0110-000039
	  	MAJOR MODEL 777 AIRPLANE	  	[***]
	 0110B750A90
	  		  	[***]
	 0220-000040
	  	FAA TYPE CERTIFICATION	  	[***]
	 0220C485B30
	  	TYPE CERTIFICATON & EXPORT CERTIFICATE OF AIRWORTHINESS FOR AIRPLANE DELIVERY - REQUIREMENT	  	[***]
	 0221-000002
	  	DISPATCH WITH GEAR EXTENDED FOR REVENUE FLIGHT	  	[***]
	 0221B401A43
	  	TAKEOFF AND LANDING WITH TAILWIND UP TO 15-KNOTS	  	[***]
	 0221B401A44
	  	ENGINE INOPERATIVE TEN MINUTE TAKEOFF THRUST OPERATION	  	[***]
	 0228-000032
	  	FLIGHT CREW OPERATIONS MANUAL IN FAA FORMAT	  	[***]
	 0228C485B24
	  	AIRPLANE FLIGHT MANUAL	  	[***]
	 0229C677A10
	  	PERFORMANCE - CERTIFICATION FOR OPERATION AT AIRPORTS WITH PRESSURE ALTITUDES UP TO 9800 FEET	  	[***]
	 0252B299A36
	  	INSTRUMENTATION, AIRPLANE AND FUEL MEASURING STICK MANUALS IN METRIC UNITS - TEMPERATURE IN DEGREES CELSIUS	  	[***]
	 0315C485B25
	  	CERTIFIED OPERATIONAL WEIGHTS AND STRUCTURAL DESIGN WEIGHT- 777-FREIGHTER	  	[***]
	 0351C485B36
	  	TAKEOFF PERFORMANCE IMPROVEMENT - ALTERNATE FORWARD CENTER OF GRAVITY LIMITS	  	[***]
	 0352-000003
	  	AIRPLANE CUSTOMIZED LOADING SCHEDULE FOR WEIGHT AND BALANCE CONTROL - UNIVERSAL INDEX LOADING	  	[***]
	 1110C826G34
	  	ENGINE NACELLES BAC 7067 WHITE - EXTERIOR COLOR SCHEME AND MARKINGS	  	[***]
	 1110D121A74
	  	EXTERIOR COLOR SCHEME AND MARKINGS	  	[***]
	 1130C826G26
	  	BILINGUAL INTERIOR PLACARDS - SUPERNUMERARY COMPARTMENT	  	[***]
	 1130D121A69
	  	REGISTRY PLACARD AND EXTERNAL DATA PLATE	  	[***]
	 1130D121A76
	  	INTERIOR PLACARDS - VERTICAL SIDEWALL LOWER LOBE COMPARTMENTS	  	[***]
	 1200C608C65
	  	SERVICE OPTION - ELECTRONIC FLIGHT BAG (EFB) SOFTWARE INSTALLATION - CUSTOMER ACCEPTANCE WALK AND CUSTOMER FLIGHTS	  	[***]
	 2162C687A13
	  	AFT CARGO COMPARTMENT - INSTALLATION - CONDITIONED AIR SYSTEM	  	[***]
	 2210-000003
	  	AUTOFLIGHT - INHIBIT GLIDE SLOPE CAPTURE PRIOR TO LOCALIZER CAPTURE	  	[***]
	 2210-000030
	  	AUTOFLIGHT - THREE DIGIT MACH NUMBER ON MODE CONTROL PANEL	  	[***]
	 2210-000037
	  	AUTOFLIGHT - BANK ANGLE HOLD AT AUTOPILOT COMMAND ENGAGE	  	[***]
	 2210C594A11
	  	AUTOFLIGHT - ENABLE LNAV ENGAGEMENT ON TAKEOFF GO-AROUND	  	[***]
	 2311-000137
	  	HF COMMUNICATIONS - PARTIAL PROVISIONS FOR DUAL ARINC 753 HF DATALINK	  	[***]
	 2311B401A39
	  	HF COMMUNICATIONS - EQUIPMENT INSTALLATION OF DUAL ROCKWELL HF VOICE/DATA TRANSCEIVERS - P/N 822-0990-004 AND DIGITAL HF COUPLERS - P/N 822-0987-004 BFE/SPE	  	[***]
	 2312-000703
	  	VHF COMMUNICATIONS - ACTIVATION OF 8.33 KHZ CHANNEL SPACING	  	[***]


  

							
	P.A. 3158	  	BOEING PROPRIETARY	  	SA-7	  	    Page 1









 Exhibit A-4 To 

Boeing Purchase Agreement 
  

					
	 CR
	  	 Title
	  	 2010 Dollars

	 2312B401A87
	  	VHF COMMUNICATIONS - EQUIPMENT INSTALLATION OF TRIPLE ROCKWELL ARINC 750 VHF-2100 TRANSCEIVERS WITH 8.33 KHZ CHANNEL SPACING, VDL MODE 2, AND CMC INTERFACE CAPABILITY - P/N 822-1287-101 - BFE/SPE	  	[***]
	 2315C581A25
	  	SATCOM - AVIONICS EQUIPMENT INSTALLATION - ARINC 781 AERO-H+ AND SWIFTBROADBAND - THALES TOPFLIGHT SERIES - BFE/SPE	  	[***]
	 2315C594A56
	  	SATCOM - ANTENNA EQUIPMENT INSTALLATION - ARINC 781 COMPACT HIGH GAIN ANTENNA - CHELTON HGA-7001 WITH DIPLEXER P/N ###-##-#### - BFE/SPE	  	[***]
	 2321B401A04
	  	SELCAL - AVTECH FIVE CHANNEL DECODER - P/N NA138-714C - BFE/SPE	  	[***]
	 2322C926A04
	  	AIRCRAFT COMMUNICATIONS ADDRESSING AND REPORTING SYSTEM (ACARS) - AIRPLANE INFORMATION MANAGEMENT SYSTEM (AIMS) ACTIVATION - VHF DATALINK MODE 2	  	[***]
	 2324B299A29
	  	EMERGENCY LOCATOR TRANSMITTER (ELT) - WULFSBERG ELECTRONICS AUTOMATIC FIXED WITH NAVIGATION INTERFACE UNIT (NIU) - MODE S BROADCAST - BFE/SPE	  	[***]
	 2351-000033
	  	HAND HELD MICROPHONE - CAPTAIN AND FIRST OFFICER - ELECTROVOICE - P/N 903-1342 - BFE/SPE	  	[***]
	 2351-000035
	  	HAND HELD MICROPHONE - FIRST OBSERVER - ELECTROVOICE - P/N 903-1342 - BFE/SPE	  	[***]
	 2351-000042
	  	CONTROL WHEEL PUSH TO TALK (PTT) SWITCH - STANDARD THREE POSITION	  	[***]
	 2351-000044
	  	AUDIO CONTROL PANEL - SECOND OBSERVER	  	[***]
	 2351A213B78
	  	BOOM MICROPHONE HEADSETS - CAPTAIN, FIRST OFFICER AND FIRST OBSERVER - TELEX AIRMAN 750 - P/N 64300-200 - BFE/SPE	  	[***]
	 2351A213B79
	  	BOOM MICROPHONE HEADSET - SECOND OBSERVER - TELEX AIRMAN 750 - P/N 64300-200 - BFE/SPE	  	[***]
	 2371B628B36
	  	VOICE RECORDER, REMOTE MICROPHONE AND CONTROL PANEL - HONEYWELL - 2 HOUR RECORDING TIME - WITH DATALINK RECORDING CAPABILITY - P/N 980-6032-001, P/N 980-6115-001, P/N 980-6117-004 - BFE/SPE	  	[***]
	 2371B628B42
	  	VOICE RECORDER - MANUAL ON/AUTO OFF SWITCH INSTALLATION - BACKUP POWER COMPATIBLE	  	[***]
	 2371C608G87
	  	VOICE RECORDER - AIRPLANE INFORMATION MANAGEMENT SYSTEM (AIMS) ACTIVATION - CONTROLLER-PILOT DATA LINK COMMUNICATIONS (CPDLC) DATA LINK MESSAGE RECORDING CAPABILITY	  	[***]
	 2431-000013
	  	NO BATTERY POWERED POSITION LIGHTS AND DC BACKUP POWER - TOWING OPERATION	  	[***]
	 2524C204D44
	  	OVERHEAD STOWAGE UNIT - CEILING MOUNTED	  	[***]
	 2525C204F43
	  	HIGH CAPACITY SEATING PROVISIONS - SUPERNUMERARY COMPARTMENT - 9 SEATS	  	[***]
	 2525C204F45
	  	ATTENDANT SEAT INSTALLATION - SUPERNUMERARY COMPARTMENT	  	[***]
	 2527C204G19
	  	FLOOR COVERING - INSTALLATION - VINYL MAT THROUGHOUT THE SUPERNUMERARY AREA	  	[***]
	 2530C826G23
	  	GALLEY - SUPERNUMERARY COMPARTMENT	  	[***]
	 2530C826G24
	  	GALLEY INSERTS - SUPERNUMERARY COMPARTMENT	  	[***]


  

							
	P.A. 3158	  	BOEING PROPRIETARY	  	SA-7	  	    Page 2









 Exhibit A-4 To 

Boeing Purchase Agreement 
  

					
	 CR
	  	 Title
	  	 2010 Dollars

	 2552-000318
	  	SLOPING SIDEWALL - FORWARD CARGO COMPARTMENT - 0.050-INCH-THICK BMS 8-223	  	[***]
	 2552-000319
	  	SLOPING SIDEWALL - AFT CARGO COMPARTMENT - 0.050-INCH-THICK BMS 8-223	  	[***]
	 2557C703A68
	  	AIRPLANE LOADING TIP ALARM SYSTEM INSTALLATION	  	[***]
	 2557C703A73
	  	INSTALL ““SEAT-TRACK-TYPE”” IN LIEU OF ““SHACKLE-TYPE”” MOVEABLE TIE-DOWNS IN THE MAIN DECK CARGO HANDLING SYSTEM	  	[***]
	 2558C703A75
	  	MAIN DECK CARGO RESTRAINTS - USE OF LBL AND RBL 48.2 RESTRAINT ANCHOR POINTS FOR TIE-DOWNS	  	[***]
	 2558C756A03
	  	CENTERLINE LOADING OF THREE (3) LONGITUDINALLY-LOADED 16FT OR 20 FT ULDS IN THE MAIN DECK CARGO COMPARTMENT	  	[***]
	 2560-000207
	  	HALON FIRE EXTINGUISHER - FLIGHT DECK - WALTER KIDDE	  	[***]
	 2560A075A10
	  	PROTECTIVE GLOVES - FLIGHT DECK - NORTH STAR - SFE	  	[***]
	 2560C204E96
	  	PROTECTIVE BREATHING EQUIPMENT - FLIGHT DECK - B/E AEROSPACE	  	[***]
	 2560C204H14
	  	FLASHLIGHTS WITH TAMPER SHIELD FOR TWO PILOTS - LED - FLIGHT DECK	  	[***]
	 2560D121A81
	  	CREW LIFE VESTS - FLIGHT DECK, WITH SECOND OBSERVER - EASTERN AERO MARINE - P01202-101C - BFE	  	[***]
	 2562C417D63
	  	EMERGENCY LOCATOR TRANSMITTER - PORTABLE	  	[***]
	 2562D121A80
	  	EASTERN AERO MARINE CREW LIFE VEST - OVERWATER SURVIVAL EQUIPMENT - SUPERNUMERARY COMPARTMENT - BFE	  	[***]
	 2564C204F03
	  	PROTECTIVE BREATHING EQUIPMENT - SUPERNUMERARY - B/E AEROSPACE	  	[***]
	 2564C204G43
	  	FIRST AID KIT - FAA	  	[***]
	 2564D413D53
	  	OXYGEN BOTTLE WITH FULL-FACE MASK, ADDITIONAL - SUPERNUMERARY COMPARTMENT- SUPPLEMENTAL CEILING MOUNTED STOWAGE COMPARTMENT	  	[***]
	 2622-000017
	  	ENGINE/APU FIRE EXTINGUISHER BOTTLES - COMMON BOTTLE	  	[***]
	 2911-000003
	  	AC MOTOR-DRIVEN HYDRAULIC PUMPS - EATON (VICKERS) S270T201-7	  	[***]
	 2911-000026
	  	ENGINE-DRIVEN HYDRAULIC PUMPS - PARKER (ABEX) S271W111	  	[***]
	 3120-000013
	  	SIXTY MINUTE COUNT DOWN TIMER - INSTALLATION - FLIGHT DECK	  	[***]
	 3131B628B16
	  	DIGITAL FLIGHT DATA RECORDER (DFDR) - HONEYWELL - 1024 WORDS PER SECOND MAXIMUM DATA RATE - P/N 980-4750-009 - BFE/SPE	  	[***]
	 3135B628B47
	  	QUICK ACCESS RECORDER - TELEDYNE CONTROLS - GSM WIRELESS GROUNDLINK QUICK ACCESS RECORDER - P/N 2243800-81 - 512 MB PCMCIA FLASH MEMORY CARD RECORDING MEDIA - INSTALLATION - BFE	  	[***]
	 3143-000013
	  	AIMS AIRPLANE MODIFIABLE (AMI) SOFTWARE - INSTALLATION AFTER DELIVERY AND BEFORE FLYAWAY	  	[***]
	 3143C926A05
	  	AIRPLANE INFORMATION MANAGEMENT SYSTEM (AIMS) - OPERATIONAL PROGRAM CONFIGURATION FILE ACTIVATION - FLIGHT INFORMATION DATALINK COMMUNICATIONS MENU - ARINC 623 AIR TRAFFIC SERVICE MESSAGES	  	[***]
	 3150A213A18
	  	AURAL ADVISORY OF ALTITUDE APPROACH - FLIGHT DECK	  	[***]
	 3151-000042
	  	FIREBELL AURAL WARNING - 1 SECOND ON, 9 SECONDS OFF	  	[***]
	 3151-000046
	  	AUTOPILOT DISCONNECT - AURAL WARNING SIREN - AURAL WARNING AND MASTER WARNING LIGHT INHIBITED WHEN AUTOPILOT DISCONNECT SWITCH IS DOUBLE PRESSED QUICKLY	  	[***]
	 3151A065A47
	  	RESETTABLE OVERSPEED AURAL WARNING - SIREN	  	[***]


  

							
	P.A. 3158	  	BOEING PROPRIETARY	  	SA-7	  	    Page 3









 Exhibit A-4 To 

Boeing Purchase Agreement 
  

					
	 CR
	  	 Title
	  	 2010 Dollars

	 3161-000002
	  	DOOR SYNOPTIC AND EICAS MESSAGE - PASSENGER DOOR SLIDE/RAFT ARMING HANDLE POSITION INDICATION - AUTO, MANUAL AND AUTO/MANUAL MESSAGES	  	[***]
	 3161-000167
	  	ANNUNCIATION FOR LOSS OF RIGHT OR LEFT FMCS - EICAS ADVISORY MESSAGE	  	[***]
	 3161-000168
	  	FLIGHT DECK COMMUNICATIONS FUNCTION (FDCF) AUTOMATIC RESET - ACTIVATION	  	[***]
	 3161-000169
	  	ANNUNCIATION FOR SATELLITE VOICE COMMUNICATION CAPABILITY - EICAS	  	[***]
	 3161-000170
	  	ANNUNCIATION FOR DATALINK AVAILABILITY - EICAS	  	[***]
	 3161A425A45
	  	VMO/MMO OVERSPEED EICAS STATUS MESSAGE AND VFE OVERSPEED EICAS STATUS MESSAGE WITH FLAP/SLAT POSITION SNAPSHOT - FLIGHT DECK	  	[***]
	 3162-000022
	  	FLIGHT DIRECTOR COMMAND DISPLAY - SPLIT AXIS - ADI	  	[***]
	 3162-000026
	  	DISPLAY OF ROUND DIAL AND DIGITAL RADIO ALTITUDE - ADI	  	[***]
	 3162-000030
	  	RISING RUNWAY - DISPLAYED ON THE ADI	  	[***]
	 3162-000036
	  	LANDING ALTITUDE REFERENCE BAR - PRIMARY FLIGHT DISPLAY	  	[***]
	 3162-000040
	  	BARO MINIMUMS POINTER - DISPLAYED ON SELECTION OF RADIO ALTITUDE MINIMUMS - PRIMARY FLIGHT DISPLAY	  	[***]
	 3162-000044
	  	TCAS RESOLUTION ADVISORY - VSI	  	[***]
	 3162-000051
	  	ILS LOCALIZER DEVIATION EXPANDED SCALE - AUTOPILOT OR FLIGHT DIRECTOR MODE	  	[***]
	 3162-000059
	  	MAP MODE ORIENTATION - TRACK UP - NAVIGATION DISPLAY	  	[***]
	 3162-000062
	  	GRID HEADING - NAVIGATION DISPLAY	  	[***]
	 3162-000084
	  	TCAS 3 NM RANGE RING - NAVIGATION DISPLAY	  	[***]
	 3162-000211
	  	VREF AND SELECTED FLAP POSITION - PRIMARY FLIGHT DISPLAY	  	[***]
	 3162-000218
	  	GROUND SPEED - DISPLAYED BELOW AIRSPEED TAPE WHEN MACH NUMBER IS NOT DISPLAYED - PRIMARY FLIGHT DISPLAY	  	[***]
	 3162C594A07
	  	NAVIGATION PERFORMANCE SCALES (NPS) AND REQUIRED NAVIGATION PERFORMANCE (RNP) ENHANCEMENTS - AIRPLANE INFORMATION MANAGEMENT SYSTEM (AIMS) - PRIMARY FLIGHT DISPLAY AND NAVIGATION DISPLAY	  	[***]
	 3245B047A08
	  	BRAKES - CARBON - HIGH CAPACITY - MESSIER-BUGATTI	  	[***]
	 3245B047A09
	  	WHEELS AND TIRES - MAIN LANDING GEAR - HIGH GROSS WEIGHT WHEELS - MESSIER - BUGATTI - INSTALLATION WITH SFE 36 PR, 235 MPH RADIAL TIRES.	  	[***]
	 3245B047A10
	  	WHEELS AND TIRES - NOSE LANDING GEAR - WHEELS - MESSIER - BUGATTI- INSTALLATION WITH SFE 32 PR, 235 MPH RADIAL TIRES	  	[***]
	 3324C198A28
	  	PASSENGER INFORMATION SIGNS - NO SMOKING SIGN - PERMANENT ILLUMINATION AND NO SMOKING FLIGHT DECK SELECTOR SWITCH REMOVAL	  	[***]
	 3430B866A33
	  	ILS/GPS MULTI-MODE RECEIVER (MMR) - ROCKWELL COLLINS - P/N 822-1821-001 - BFE/SPE	  	[***]
	 3433-000032
	  	RADIO ALTIMETER (RA) - ROCKWELL INTERNATIONAL CORP - P/N 822-0334-002 - BFE/SPE	  	[***]
	 3443A065B20
	  	DUAL WEATHER RADAR CONTROL PANEL - WITH MULTISCAN FUNCTIONALITY - ROCKWELL COLLINS P/N 622-5130-801 - BFE/SPE	  	[***]
	 3443C594A20
	  	DUAL WEATHER RADAR SYSTEM - WITH PREDICTIVE WINDSHEAR AND MULTISCAN CAPABILITY - ROCKWELL COLLINS WRT-2100 TRANSCEIVER - P/N 822-1710-002 - BFE/SPE	  	[***]


  

							
	P.A. 3158	  	BOEING PROPRIETARY	  	SA-7	  	    Page 4









 Exhibit A-4 To 

Boeing Purchase Agreement 
  

					
	 CR
	  	 Title
	  	 2010 Dollars

	 3445C594B04
	  	TCAS SYSTEM - ROCKWELL COLLINS TCAS COMPUTER P/N 822-1293-033 - TCAS CHANGE 7.1 COMPLIANT - BFE/SPE	  	[***]
	 3446-000050
	  	500 SMART CALLOUT	  	[***]
	 3446-000088
	  	GROUND PROXIMITY WARNING SYSTEM ALTITUDE CALLOUTS - 2500, 1000, 50, 40, 30, 20, 10, APPROACHING DECISION HEIGHT, MINIMUMS	  	[***]
	 3446C174A14
	  	ENHANCED GROUND PROXIMITY WARNING SYSTEM (EGPWS) - BANK ANGLE CALLOUT (VARIABLE CALLOUT BELOW 130 FT) - ENABLE	  	[***]
	 3451-000022
	  	VOR/MARKER BEACON - ROCKWELL RECEIVER P/N 822-0297-001 - BFE/SPE	  	[***]
	 3453D197A15
	  	ATC SYSTEM - ROCKWELL COLLINS ATC TRANSPONDER P/N 822-1338-005 - ELS/EHS/ES AND TCAS CHANGE 7 COMPLIANT - GABLES CONTROL PANEL P/N G7131-03 - BFE/SPE	  	[***]
	 3455-000019
	  	DISTANCE MEASURING EQUIPMENT (DME) - ROCKWELL INTERROGATOR P/N 822-0329-001 - BFE/SPE	  	[***]
	 3457-000214
	  	AUTOMATIC DIRECTION FINDER (ADF) - DUAL SYSTEM - ROCKWELL ADF-900 SERIES - ADF RECEIVER P/N 822-0299-001; ADF ANTENNA P/N 822-5404-003 - BFE/SPE	  	[***]
	 3461A213A10
	  	FMCS - ENHANCED FIX PAGE CAPABILITIES	  	[***]
	 3461A213A11
	  	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - GPS APPROACHES WITH VERTICAL ANGLES	  	[***]
	 3461A213A12
	  	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS)- DISPLAY OF VERTICAL BEARING, FLIGHT PATH ANGLE (FPA) AND VERTICAL SPEED	  	[***]
	 3461A425A05
	  	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - RUNWAY DISTANCE AND OFFSET POSITION SHIFT IN UNITS OF FEET	  	[***]
	 3461A425A08
	  	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - FLIGHT CREW ALERTNESS MONITORING - ENABLE	  	[***]
	 3461A425A10
	  	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - NAVIGATION DATABASE - CUSTOMER SUPPLIED	  	[***]
	 3461A425A23
	  	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS)- QUICK REFERENCE HANDBOOK (QRH) - TAKEOFF SPEEDS- DISPLAYED	  	[***]
	 3461C739A08
	  	FMCS - PROVIDE REQUIRED NAVIGATION PERFORMANCE (RNP) VALUES WITH 0.3 NM APPROACH	  	[***]
	 3511B899B48
	  	CREW OXYGEN MASKS - AUTOMATIC PRESSURE BREATHING TYPE WITH SEPARATE SMOKE GOGGLES - CAPTAIN AND FIRST OFFICER - AVOX - BFE/SPE	  	[***]
	 3511B899B49
	  	CREW OXYGEN MASKS - AUTOMATIC PRESSURE BREATHING TYPE WITH SEPARATE SMOKE GOGGLES - FIRST OBSERVER - AVOX - BFE/SPE	  	[***]
	 3511B899B50
	  	CREW OXYGEN MASKS - AUTOMATIC PRESSURE BREATHING TYPE WITH SEPARATE SMOKE GOGGLES - SECOND OBSERVER - AVOX - BFE/SPE	  	[***]
	 4610B872A04
	  	ELECTRONIC FLIGHT BAG (EFB) - INSTALLATION	  	[***]
	 4610C164A11
	  	CUSTOMER UNIQUE ELECTRONIC FLIGHT BAG (EFB) SOFTWARE INSTALLATION - AFTER DELIVERY AND BEFORE FLYAWAY	  	[***]
	 4610C594A09
	  	ELECTRONIC FLIGHT BAG (EFB) SYSTEM - AIRPLANE INFORMATION MANAGEMENT SYSTEM (AIMS) - ACTIVATION OF ARINC 724B ACARS INTERFACE	  	[***]
	 4900-000016
	  	MUFFLER IN APU EXHAUST SYSTEM	  	[***]
	 7200-000412
	  	GE PROPULSION SYSTEM	  	[***]
	 7200A519A02
	  	GENERAL ELECTRIC ENGINES - GE90-110B1L THRUST RATING	  	[***]
	 7900B753B83
	  	LUBRICATING OIL - BP TURBO OIL 2197	  	[***]
		  		  	[***]
	 OPTIONS: 131
	  	TOTALS:	  	[***]

  

  

							
	P.A. 3158	  	BOEING PROPRIETARY	  	SA-7	  	    Page 5










							
	



						 The Boeing Company
 P.O. Box 3707

Seattle, WA 98124-2207


  
  

6-1161-DJH-1298 
 TAM Linhas Aereas S.A. 

Rua General Pantaleao Teles, 210 
 Sao Paulo - SP 

04355-040 
 Brazil 

 

	Subject:	Aircraft Performance Guarantees for Table 3 Aircraft 

  

	Reference:	Purchase Agreement No. 3158 (Purchase Agreement) between The Boeing Company (Boeing) and TAM Linhas Aereas S.A. (Customer) relating to Model Model 777 aircraft (777F Aircraft)


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

 

	1.	Confidential Treatment. 

 Boeing and Customer understand that the commercial and financial information
contained in this Letter Agreement is considered by the parties as confidential (Confidential Information) and both agree not to disclose such Confidential Information except as provided herein. In addition to the parties’ respective
officers, directors and employees who need to know the Confidential Information and who understand the obligation to keep it confidential, the parties may disclose Confidential Information (1) to the extent required by law and (2) to its
agents, auditors and advisors who need to know the Confidential Information for purposes of enabling each party to understand, perform its obligations under, or receive the benefits of, this Letter Agreement and who have agreed not to use or
disclose the Confidential Information for any other purpose without the other party’s prior written consent. In the event that a party concludes that disclosure of Confidential Information contained in this Letter Agreement is required by
applicable law, the party will so advise the other party promptly in writing and endeavor to protect the confidentiality of such Confidential Information to the widest extent possible. In the event of a legal dispute with Boeing, nothing herein will
preclude Customer from sharing with its legal counsel information necessary for purposes of enabling counsel to advise or represent Customer provided that so long as Customer causes its legal counsel to maintain the confidentiality of information
that is the subject of this Article. This provision shall not apply to any 

  

					
	PA-3158				SA-7
	Aircraft Performance Guarantees				Page 1

 BOEING PROPRIETARY 

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








 



 
  
  


Confidential Information that is in the public domain except that a party will be liable to the other for breach of its obligations under this provision if the Confidential Information entered
the public domain as a consequence of a wrongful act or omission on its part. 
 Very truly yours, 

 

			
	THE BOEING COMPANY
		
	[***]		  

		
	[***]		 [***]

	
	ACCEPTED AND AGREED TO this
		
	Date:		  

	
	TAM Linhas Aereas S.A.
		
	By		  

		
	Its		  


  

			
	TAM Linhas Aereas S.A.
		
	By		  

		
	Its		  



  

					
	PA-3158				SA-7
	Aircraft Performance Guarantees				Page 1

 BOEING PROPRIETARY 

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









					
	



				 The Boeing Company
 P.O. Box 3707

Seattle, WA 98124-2207


  
  

TPR-PA-3158-LA-1103768R1 
 TAM Linhas Aereas S.A. 

Rua General Pantaleao Teles, 210 
 Sao Paulo - SP 

04355-040 
 Brazil 

 

			
	Subject:		Table 3 Aircraft Special Matters
		
	Reference:		Purchase Agreement No. PA-3158 (Purchase Agreement) between The Boeing Company (Boeing) and TAM Linhas Aereas S.A. (Customer) relating to Model 777F aircraft (777F Aircraft)

 This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All
terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. 
 1. [***] 

2. [***] 
 3. [***] 

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

 

	1.	Confidentiality 

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

  
 “[* * *]” This information is
subject to confidential treatment and has been omitted and filed separately with the commission. 
 BOEING PROPRIETARY 








 



 
 
to protect the confidentiality of such Confidential Information to the widest extent possible. In the event of a legal dispute with Boeing, nothing herein will preclude Customer from sharing with
its legal counsel information necessary for purposes of enabling counsel to advise or represent Customer provided that so long as Customer causes its legal counsel to maintain the confidentiality of information that is the subject of this Article.
This provision shall not apply to any Confidential Information that is in the public domain except that a party will be liable to the other for breach of its obligations under this provision if the Confidential Information entered the public domain
as a consequence of a wrongful act or omission on its part. 
 Very truly yours, 
  

			
	THE BOEING COMPANY
		
	By		




		
	Its		 Attorney-In-Fact

	
	ACCEPTED AND AGREED TO this
		
	Date:		  

	
	TAM Linhas Aereas S.A.
		
	By		  

		
	Its		  

	
	TAM Linhas Aereas S.A.
		
	 By
		  

		
	 Its
		  



  
 “[* * *]” This information is
subject to confidential treatment and has been omitted and filed separately with the commission. 
 PA 3158 

			
	Table 3 Aircraft Special Matters		SA-7 Page 2


					
			
			BOEING PROPRIETARY		









 Attachment to Letter Agreement 

No. 6-1161-DJH-1298 
 GE90-110B1L Engines 

Page 1 
 MODEL 777 FREIGHTER PERFORMANCE
GUARANTEES 
 FOR TAM LINHAS AEREAS S.A. 
  

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


  

					
	P.A. No. 3158	  		  	
	AERO-B-BBA4-M14-0074B	  		  	SS14-0059

 BOEING PROPRIETARY 

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








 Attachment to Letter Agreement 

No. 6-1161-DJH-1298 
 GE90-110B1L Engines 

Page 2 
  

1 [***] [Information in this and the next three pages has been omitted] 

  

					
	P.A. No. 3158				
	AERO-B-BBA4-M14-0074B				SS14-0059

 BOEING PROPRIETARY 

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








 AIRCRAFT CONFIGURATION – 777F Aircraft 

between 
 THE BOEING COMPANY 

and 
 TAM LINHAS AÉREAS
S.A. 
 Exhibit A-4 to Purchase Agreement Number 3158 

  

					
	P.A. No. 3158		A-4		SA-07

 BOEING PROPRIETARY 

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








 AIRCRAFT CONFIGURATION 

Dated                      

relating to 
 BOEING MODEL 777-F
AIRCRAFT 
 [***] 

  

					
	P.A. No. 3158		A1		SA-07

 BOEING PROPRIETARY 

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









					
	



				 The Boeing Company
 P.O. Box 3707

Seattle, WA 98124-2207


  
 6-1161-DJH-1295 

TAM Linhas Aereas S.A. 
 Rua General Pantaleao Teles, 210 

Sao Paulo - SP 
 04355-040 

Brazil 
  

			
	Subject:		May 2017 777F Aircraft Model Substitution Rights
		
	Reference:		Purchase Agreement No. PA-3158 (Purchase Agreement) between The Boeing Company (Boeing) and TAM Linhas Aereas S.A. (Customer) relating to Model 777 aircraft (777F Aircraft)

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

 

	1.	Customer’s Written Notice. 

 [***] 

 

	2.	Boeing’s Production Capability. 

 2.1 Customer’s substitution right is
conditioned upon Boeing having production capability for the Substitute Aircraft in the same scheduled delivery month as [***] Aircraft for which it will be substituted. Boeing will provide a written response to Customer’s notice of intent
indicating [***]. 
 2.2 If Boeing is unable to manufacture the Substitute Aircraft in the same scheduled delivery month as [***] for which
it will be substituted, then Boeing shall [***] acceptance within thirty days of such offer. 
 2.3 All of Boeing’s quoted delivery
positions for Substitute Aircraft shall be considered preliminary until such time as the parties enter into a definitive agreement in accordance with paragraph 4 below. 
  

	3.	Auxiliary Fuel Tanks (for 737MAX-9 Aircraft). 

 [***] 

  

					
	PA-3158				SA-7
	May 2017 777F Aircraft Model Substitution Rights		Page 1

 BOEING PROPRIETARY 

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








 



 
  

	4.	Definitive Agreement. 

 Customer’s substitution right and Boeing’s obligation
in this Letter Agreement are further conditioned upon Customer’s and Boeing’s executing a definitive agreement for the purchase of the Substitute Aircraft within thirty (30) days of Customer’s receipt of a draft of such
definitive agreement. Boeing shall provide Customer with a draft of the definitive agreement as soon as reasonably practicable following receipt of Customer’s notice of intent or, as the case may be, Customer’s acceptance of an alternative
delivery month. The parties shall negotiate the definitive agreement in good faith. 
  

	5.	Price and Advance Payments. 

 5.1 [***]. 

 

	6.	Assignment. 

 [***] 

 

	7.	Confidential Treatment. 

 Boeing and Customer understand that the commercial and
financial information contained in this Letter Agreement is considered by the parties as confidential (Confidential Information) and both agree not to disclose such Confidential Information except as provided herein. In addition to the
parties’ respective officers, directors and employees who need to know the Confidential Information and who understand the obligation to keep it confidential, the parties may disclose Confidential Information (1) to the extent required by
law and (2) to its agents, auditors and advisors who need to know the Confidential Information for purposes of enabling each party to understand, perform its obligations under, or receive the benefits of, this Letter Agreement and who have
agreed not to use or disclose the Confidential Information for any other purpose without the other party’s prior written consent. In the event that a party concludes that disclosure of Confidential Information contained in this Letter Agreement
is required by applicable law, the party will so advise the other party promptly in writing and endeavor to protect the confidentiality of such Confidential Information to the widest extent possible. In the event of a legal dispute with Boeing,
nothing herein will preclude Customer from sharing with its legal counsel information necessary for purposes of enabling counsel to advise or represent Customer provided that so long as Customer causes its legal counsel to maintain the
confidentiality of information that is the subject of this Article. This provision shall not apply to any Confidential Information that is in the public domain except that a party will be liable to the other for breach of its obligations under this
provision if the Confidential Information entered the public domain as a consequence of a wrongful act or omission on its part. 

  
 PA-3158 

			
	May 2017 777F Aircraft Model Substitution Rights		SA-7


					
					Page 2
			BOEING PROPRIETARY		

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








 



 
  
 Very truly yours, 

 

			
	THE BOEING COMPANY
		
	By		




		
	Its		 Attorney-In-Fact

	
	ACCEPTED AND AGREED TO this
		
	Date:		  

	
	TAM Linhas Aereas S.A.
		
	By		  

		
	Its		  

	
	TAM Linhas Aereas S.A.
		
	 By
		  

		
	 Its
		  



  
 PA-3158 

			
	May 2017 777F Aircraft Model Substitution Rights		SA-7


					
					Page 3
			BOEING PROPRIETARY		

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









					
	



				 The Boeing Company
 P.O. Box 3707

Seattle, WA 98124-2207


  
  

TPR-PA-3158-LA-1103767R-1 
 TAM Linhas Aereas S.A. 

Rua General Pantaleao Teles, 210 
 Sao Paulo - SP 

04355-040 
 Brazil 

 

			
	Subject:		Table 3 Aircraft Banded Fixed Escalation Program
		
	Reference:		Purchase Agreement No. PA-3158 (Purchase Agreement) between The Boeing Company (Boeing) and TAM Linhas Aereas S.A. (Customer) relating to Model 777-300ER aircraft (Aircraft)

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

[The information in the next ten pages has been omitted]. 

  

					
	TPR-PA-3158-LA-1103767R-1				
	Escalation-Banded Fixed Program				LA Page 1
			BOEING PROPRIETARY		SA-7

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








 



 
  

					
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 TPR-PA-3158-LA-1103767R-1 

			
	Escalation-Banded Fixed Program		LA Page 2


					
			BOEING PROPRIETARY		SA-7

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








 



 
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 TPR-PA-3158-LA-1103767R-1 

			
	Escalation-Banded Fixed Program	  	LA Page 3


					
		  	BOEING PROPRIETARY	  	SA-7

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








 



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

  

  
 TPR-PA-3158-LA-1103767R-1 

			
	Escalation-Banded Fixed Program	  	LA Page 4


					
		  	BOEING PROPRIETARY	  	SA-7

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








 



 
  

							
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 TPR-PA-3158-LA-1103767R-1 

			
	Escalation-Banded Fixed Program	  	LA Page 5


					
		  	BOEING PROPRIETARY	  	SA-7

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








 



 
  

							
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	[***]	 	[***]	 	[***]	 	[***]
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 TPR-PA-3158-LA-1103767R-1 

			
	Escalation-Banded Fixed Program	  	LA Page 6


					
		  	BOEING PROPRIETARY	  	SA-7

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








 



 
  

							
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 TPR-PA-3158-LA-1103767R-1 

			
	Escalation-Banded Fixed Program	  	LA Page 7


					
		  	BOEING PROPRIETARY	  	SA-7

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








 



 
  

							
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 TPR-PA-3158-LA-1103767R-1 

			
	Escalation-Banded Fixed Program	  	LA Page 8


					
		  	BOEING PROPRIETARY	  	SA-7

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