EX-4.1.8



 Exhibit 4.1.8 

AMENDMENT No. 14 
 TO
THE 
 SECOND A320 FAMILY PURCHASE AGREEMENT 

BETWEEN 
 LATAM AIRLINES GROUP
S.A. 
 (formerly known as LAN AIRLINES S.A.) 

AND 
 AIRBUS S.A.S. 

  

					
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 This amendment No.14 to the Second A320 Family Purchase Agreement (as defined below) is entered into as of
31 March, 2014, by and between 
 AIRBUS S.A.S., having its principal office at: 

1 Rond-Point Maurice Bellonte 
 31707 BLAGNAC-CEDEX 

FRANCE 
 (hereinafter referred to as the
“Seller”) of the one part 
 AND 
 LATAM
AIRLINES GROUP S.A. (formerly known as LAN AIRLINES S.A.) having its principal office at: 
 Edificio Huidobro 

Avenida Presidente Riesco 5711- 20th Floor 
 Las Condes 

SANTIAGO 
 CHILE 

(hereinafter referred to as the “Buyer”) of the other part. 

The Buyer and the Seller being collectively referred to as the “Parties” and individually as a “Party” 

  

					
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 WHEREAS 
  

	A.	The Buyer and the Seller entered into an A320 family purchase agreement dated March 20th, 1998 covering the purchase by the Buyer and the sate by the Seller of twenty (20) A320 family aircraft bearing rank
numbers 1 to 20. By an amendment No.1 to such purchase agreement entered into by the Buyer and the Seller on February 24th.,2000 the number of A320 family aircraft to be purchased by the Buyer pursuant to such purchase agreement was increased
to twenty five (25), with the additional five (5) A320 family aircraft bearing rank numbers 21 to 25. Such twenty five (25) A320 family aircraft are hereinafter referred to as the “Original A320 Family Aircraft”, and such
purchase agreement, amendment No.1, and all exhibits, appendices and letter agreements thereto are together referred to as the “Original A320 Family Purchase Agreement”. 


 

	B.	The Buyer and the Seller entered into a deed of amendment and restatement of the Original A320 Family Purchase Agreement, dated August 2nd, 2000, dividing the Original A320 Family Purchase Agreement into two
(2) separate purchase agreements, the first agreement concerning the Original A320 Family Aircraft bearing rank numbers 1 to 20, and the second agreement concerning the Original A320 Family Aircraft bearing rank numbers 21 to 25. The second
agreement as supplemented with all exhibits and appendices thereto is hereinafter referred to as the “Second A320 Family Purchase Agreement”. 

  

	C.	The Buyer and the Seller entered into an amendment No.1 to the Second A320 Family Purchase Agreement dated November 14th 2003 (the “Amendment No.1”) modifying certain provisions of the Second A320
Family Purchase Agreement. 

  

	D.	The Buyer and the Seller entered into an amendment No.2 to the Second A320 Family Purchase Agreement dated October 4th, 2005 (the “Amendment No.2”) covering the purchase by the Buyer and the sale
by the Seller of twenty five (25) additional firm A320 family aircraft comprising twenty (20) A318-100, one (1) A319-100 and four (4) A320-200 aircraft type (the “Additional Aircraft”). 


 

	E.	The Buyer and the Seller entered into an amendment No.3 to the Second A320 Family Purchase Agreement dated March 6th, 2007 (the “Amendment No.3”) covering the conversion of fifteen (15) Option
Aircraft (as defined in the Amendment No.2) into firmly ordered Converted Aircraft (as defined in Amendment No.3). 

  

	F.	The Buyer and the Seller entered into an amendment No. 4 to the Second A320 Family Purchase Agreement dated June 11th, 2008 (the “Amendment No.4”) covering the conversion of five
(5) A318-100 Additional Aircraft bearing rank Nos. 26 to 30 as set forth in Amendment No.2 and three (3) A318-100 Converted Aircraft bearing rank Nos. 37, 40 and 43 as set form in Amendment No.3, into A319 aircraft type. 


 

	G.	The Buyer and the Seller entered into an amendment No. 5 to the Second A320 Family Purchase Agreement dated December 23rd 2009 (the “Amendment No.5”) covering the order of thirty
(30) incremental A319-100 and A320-200 aircraft (the “Incremental Aircraft”) and amending certain provisions of the Second A320 Family Purchase Agreement. 


  

					
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	H.	[***] 

  

	I.	The Buyer and the Seller entered into an amendment No. 6 to the Second A320 Family Purchase Agreement dated May 10th, 2010 (the “Amendment No.6”) covering the conversion of the aircraft type of
three (3) A319-100 First Batch of Incremental Aircraft (as defined in the Amendment No.5) into firmly ordered A320-200 First Batch Incremental Aircraft and the advancement of the scheduled delivery positions of Two (2) Aircraft from the
First Batch of Incremental Aircraft and Eleven (11) Aircraft from the Second Batch of Incremental Aircraft (as defined in the Amendment No.5). 

  

	J.	The Buyer and the Seller entered into an amendment No. 7 to the Second A320 Family Purchase Agreement dated May 19th, 2010 (the “Amendment No.7”) covering the advancement of the scheduled
delivery positions of Three (3) Converted Aircraft. 

  

	K.	The Buyer and the Seller entered into an amendment No. 8 to the Second A320 Family Purchase Agreement dated September 23rd, 2010 (the “Amendment No.8”) covering (i) the advancement of the
scheduled delivery positions of Two (2) Aircraft from the First Batch of Incremental Aircraft and Two (2) Aircraft from the Second Batch of Incremental Aircraft and (ii) the conversion of the aircraft type of one (1) A319-100
from the Second Batch of Incremental Aircraft into firmly ordered A320-200 from the Second Batch Incremental Aircraft. 

  

	L.	The Buyer and the Seller entered into an amendment No. 9 to the Second A320 Family Purchase Agreement dated December 21st 2010 (the “Amendment
No.9”) covering the order of fifty (50) incremental A319-100, A320-200 and A321-200 aircraft, and, amending certain provisions of the Second A320 Family Purchase Agreement. 


 

	M.	[***] 

  

	N.	The Buyer and the Seller entered into an amendment No. 10 to the Second A320 Family Purchase Agreement dated June 10th 2011 (the “Amendment
No.10”) covering (i) the conversion of certain Aircraft type, (ii) the Sharklets selection for certain Aircraft, and (iii) the notification of the scheduled delivery months for the Aircraft scheduled to be delivered in the fourth
quarter 2012 and the first quarter 2013. 

  

	O.	The Buyer and the Seller entered into an amendment No. 11 to the Second A320 Family Purchase Agreement (the “Amendment No.11”) covering (i) the postponement of certain Aircraft scheduled
delivery position, and (ii) the conversion of certain Aircraft type. 

  

	P.	The Buyer and the Seller entered into amendment No. 12 to the Second A320 Family Purchase Agreement (the “Amendment No.12”) covering (i) the conversion of three (3) Aircraft type with
rank number 61, rank number 63 and rank number 80, (ii) the identification of certain Aircraft as Sharklet installed Aircraft and others as Sharklet Capable Aircraft, and (iii) the notification of the Scheduled Delivery Month for certain
Aircraft. 


  

					
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	Q.	The Buyer and the Seller entered into amendment No. 13 to the Second A320 Family Purchase Agreement (the “Amendment No. 13”) covering, among other related commercial matters, (i) the
conversion of certain Aircraft type and (ii) the postponement of certain Aircraft scheduled delivery months/quarters. 

  

	R.	The Buyer and the Seller wish to enter into this amendment No. 14 to the Second A320 Family Purchase Agreement (the “Amendment No. 14”) covering the [***] of the Scheduled Delivery Month of
one Aircraft. 

 NOW IT IS HEREBY AGREED AS FOLLOWS: 
  

	0.	DEFINITIONS 

  

	0.1.	The terms “herein,” “hereof,” and “hereunder” and words of similar import refer to this Amendment No. 14 and capitalized terms used herein and not otherwise defined in this Amendment
No. 14 will have the meanings assigned to them in the Purchase Agreement (as defined below). 

  

	0.2.	Purchase Agreement means the Second A320 Family Purchase Agreement together with Amendments Nos. 1 to 13 thereto. 

  

	1.	SCOPE 

  

	1.1	The Buyer has requested and the Seller has agreed to hereby [***] the Scheduled Delivery Month of one Aircraft as set forth in Clause 2 below. 


 

	1.2	[***] 

  

	2.	AIRCRAFT RESCHEDULING 

  

	2.1	The Parties agree to [***] the Scheduled Delivery Month of Aircraft rank 101 from [***] 


  

					
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	2.2	The following table sets out the rescheduling described in clause 2.1 above here below: 

  

											
	 Rank

number
	  	 Original Scheduled
Delivery Month
	  	 Revised

Scheduled

Delivery Month
	  	 Original

Aircraft
 Type
	  	 Revised

Aircraft
 Type
	  	 Aircraft Batch

	 101
	  	[***]	  	[***]	  	A321-200	  	A321-200	  	2010 incremental Aircraft

  

	3.	DELIVERY SCHEDULE 

 With reference to Aircraft bearing rank numbers 46 to 125, the
Parties hereby agree to delete clause 9.1 of the Second A320 Family Purchase Agreement, as substituted by clause 2.1.1 of Amendment No.5, clause 2 of Amendment No.7, clauses 2 and 3 of Amendment No.8, clause 2.1.1 of Amendment No.9, clause 5 of
Amendment No.10, clause 4 of Amendment No.11, clause 5 of Amendment No.12 and clause 5 of Amendment No.13, in its entirely and replace it with the following: 

QUOTE 
 9.1 Delivery schedule

 9.1.1 Subject to the provisions of Clauses 2, 7, 8, 10 and 18 the Seller shall have the Aircraft ready for Delivery at the Delivery
Location in accordance with the following schedule: 
  

													
	 Scheduled Delivery Months

or Scheduled Delivery

Quarters
	  	Rank
number	 	  	Aircraft
type	 	  	 Aircraft defined as

	2011	  	July	  	 	53	  	  	 	A320-200	  	  	First Batch of Incremental Aircraft
		  	July	  	 	55	  	  	 	A320-200	  	  	First Batch of Incremental Aircraft
		  	August	  	 	46	  	  	 	A320-200	  	  	First Batch of Incremental Aircraft
		  	September	  	 	47	  	  	 	A320-200	  	  	First Batch of Incremental Aircraft
		  	October	  	 	48	  	  	 	A320-200	  	  	First Batch of Incremental Aircraft
		  	November	  	 	49	  	  	 	A320-200	  	  	First Batch of Incremental Aircraft
		  	November	  	 	50	  	  	 	A320-200	  	  	First Batch of Incremental Aircraft
		  	October	  	 	51	  	  	 	A319-100	  	  	First Batch of Incremental Aircraft
		  	November	  	 	52	  	  	 	A320-200	  	  	First Batch of Incremental Aircraft
		  	December	  	 	62	  	  	 	A320-200	  	  	First Batch of Incremental Aircraft
	2012	  	January	  	 	54	  	  	 	A319-100	  	  	Second Batch of Incremental Aircraft
		  	March	  	 	76	  	  	 	A319-100	  	  	2010 Incremental Aircraft
		  	April	  	 	64	  	  	 	A320-200	  	  	Second Batch of Incremental Aircraft
		  	May	  	 	66	  	  	 	A320-200	  	  	Second Batch of Incremental Aircraft
		  	June	  	 	77	  	  	 	A320-200	  	  	2010 Incremental Aircraft
		  	July	  	 	78	  	  	 	A320-200	  	  	2010 Incremental Aircraft
		  	July	  	 	65	  	  	 	A320-200	  	  	Second Batch of Incremental Aircraft
		  	August	  	 	67	  	  	 	A320-200	  	  	Second Batch of Incremental Aircraft
		  	September	  	 	79	  	  	 	A320-200	  	  	2010 Incremental Aircraft
		  	October	  	 	80	  	  	 	A320-200	  	  	2010 Incremental Aircraft
		  	November	  	 	68	  	  	 	A320-200	  	  	Second Batch of Incremental Aircraft
		  	December	  	 	69	  	  	 	A320-200	  	  	Second Batch of Incremental Aircraft


  

					
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	 	2013	  		January		 	82	  		 	A320-200	  		2010 Incremental Aircraft
					January		 	81	  		 	A320-200	  		2010 Incremental Aircraft
					February		 	56	  		 	A320-200	  		Second Batch of Incremental Aircraft
					February		 	71	  		 	A320-200	  		Second Batch of Incremental Aircraft
					April		 	83	  		 	A320-200	  		2010 Incremental Aircraft
					April		 	84	  		 	A320-200	  		2010 Incremental Aircraft
					May		 	73	  		 	A320-200	  		Second Batch of Incremental Aircraft
					May		 	85	  		 	A320-200	  		2010 Incremental Aircraft
					July		 	58	  		 	A320-200	  		Second Batch of Incremental Aircraft
					July		 	59	  		 	A320-200	  		Second Batch of Incremental Aircraft
					August		 	74	  		 	A320-200	  		Second Batch of Incremental Aircraft
					October		 	60	  		 	A320-200	  		Second Batch of Incremental Aircraft
					November		 	75	  		 	A320-200	  		Second Batch of Incremental Aircraft
					December		 	70	  		 	A320-200	  		Second Batch of Incremental Aircraft
	 	2014	  		January		 	81	  		 	A320-200	  		Second Batch of Incremental Aircraft
					February		 	86	  		 	A320-200	  		Second Batch of Incremental Aircraft
					February		 	87	  		 	A321-200	  		2010 Incremental Aircraft
					April		 	57	  		 	A320-200	  		2010 Incremental Aircraft
					May		 	88	  		 	A321-200	  		Second Batch of Incremental Aircraft
					June		 	89	  		 	A320-200	  		2010 Incremental Aircraft
					June		 	90	  		 	A321-200	  		2010 Incremental Aircraft
					June		 	91	  		 	A321-200	  		2010 Incremental Aircraft
					July		 	63	  		 	A320-200	  		2010 Incremental Aircraft
					December		 	94	  		 	A321-200	  		Second Batch of Incremental Aircraft
					December		 	98	  		 	A321-200	  		2010 Incremental Aircraft
					December		 	101	  		 	A321-200	  		2010 Incremental Aircraft
							 	102	  		 	A320-200	  		2010 Incremental Aircraft
	 	[***]	  		[***]		 	104	  		 	A320-200	  		2010 Incremental Aircraft
							 	105	  		 	A321-200	  		2010 Incremental Aircraft
							 	106	  		 	A320-200	  		2010 Incremental Aircraft
							 	107	  		 	A320-200	  		2010 Incremental Aircraft
							 	108	  		 	A320-200	  		2010 Incremental Aircraft
							 	109	  		 	A321-200	  		2010 Incremental Aircraft
							 	110	  		 	A320-200	  		2010 Incremental Aircraft
							 	111	  		 	A320-200	  		2010 Incremental Aircraft
							 	112	  		 	A320-200	  		2010 Incremental Aircraft
							 	113	  		 	A321-200	  		2010 Incremental Aircraft
							 	114	  		 	A319-100	  		2010 Incremental Aircraft
							 	115	  		 	A319-100	  		2010 Incremental Aircraft
	 	[***]	  		[***]		 	116	  		 	A319-100	  		2010 Incremental Aircraft
							 	92	  		 	A321-200	  		2010 Incremental Aircraft
							 	117	  		 	A320-200	  		2010 Incremental Aircraft
							 	118	  		 	A320-200	  		2010 Incremental Aircraft


  

					
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			 	[***]	  		 	119	  		 	A320-200	  		2010 Incremental Aircraft
							 	120	  		 	A320-200	  		2010 Incremental Aircraft
							 	121	  		 	A320-200	  		2010 Incremental Aircraft
							 	122	  		 	A320-200	  		2010 Incremental Aircraft
							 	123	  		 	A320-200	  		2010 Incremental Aircraft
							 	124	  		 	A320-200	  		2010 Incremental Aircraft
							 	125	  		 	A320-200	  		2010 Incremental Aircraft
							 	93	  		 	A321-200	  		2010 Incremental Aircraft
							 	72	  		 	A321-200	  		Second Batch of Incremental Aircraft
							 	95	  		 	A321-200	  		2010 Incremental Aircraft
	[***]		 	[***]	  		 	96	  		 	A321-200	  		2010 Incremental Aircraft
							 	97	  		 	A321-200	  		2010 Incremental Aircraft
							 	99	  		 	A321-200	  		2010 incremental Aircraft
							 	100	  		 	A321-200	  		2010 incremental Aircraft
							 	103	  		 	A321-200	  		2010 incremental Aircraft

  

	9.1.2	[***] 

  

	9.1.3	[***] 

 UNQUOTE 
  

	4.	EFFECT OF THE AMENDMENT 

  

	4.1	This Amendment No.14 contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes any previous understanding, commitments or representations whatsoever, whether oral or
written. 

  

	4.2	The Purchase Agreement shall be deemed amended to the extent provided in this Amendment No.14 and, except as specifically amended hereby, shall continue in full force and effect in accordance with its original terms.


  

	4.3	The Parties agree that this Amendment No.14 shall constitute an integral, non-severable part of the Purchase Agreement and be governed by all of its provisions. 


 

	4.4	In the event of any inconsistency between the terms and conditions of the Purchase Agreement and those of the present Amendment No.14, the latter shall prevail to the extent of such inconsistency, whereas the part not
concerned by such inconsistency shall remain in full force and effect. 


  

					
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	4.5	This Amendment No.14 will not be modified or varied except by an instrument in writing executed by both Parties. 

  

	4.6	Each of the Parties hereto agree that the provisions of this Amendment No.14 are personal to it and will not without the prior written consent of the other Parties disclose such information to any other Party. However.
[***] 

  

	4.7	The Parties agree that clause 21 of the Second A320 Family Purchase Agreement shall govern the assignability and transferability of each Party’s rights and obligations under this Amendment No.14. 


 

	4.8	This Amendment No.14 may be signed by the Parties hereto in separate counterparts, each of which when so signed and delivered will be an original, but all such counterparts will together constitute but one and the same
instrument. 

  

	4.9	This Amendment No.14 shall be governed by and construed in accordance with the laws of England. 

  

  

					
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 IN WITNESS WHEREOF this Amendment No.14 to the Second A320 Family Purchase Agreement was duly entered into the
day and year first above written. 
  

					
	Agreed and Accepted	 		 	Agreed and Accepted
	For and on behalf of	 		 	For and on behalf of

  

									
	LATAM AIRLINES GROUP S.A.	 		 	AIRBUS S.A.S
					
		 	



	 		 	By:	 	/s/ Patrick de Castelbajac
		 		 		 	Its:	 	Vice President Contracts
		 		 		 	Date:	 	 
			
	LATAM AIRLINES GROUP S.A.	 		 	

  
 



 

  

					
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 AMENDMENT No. 15 

TO THE 
 SECOND A320 FAMILY
PURCHASE AGREEMENT 
 BETWEEN 

LATAM AIRLINES GROUP S.A. 

(formerly known as LAN AIRLINES S.A.) 

AND 
 AIRBUS S.A.S. 

  

					
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 This amendment No. 15 to the Second A320 Family Purchase Agreement (as defined below) is entered into as of
16 May, 2014, by and between 
 AIRBUS S.A.S., having its principal office at: 

1 Rond-Point Maurice Bellonte 
 31707 BLAGNAC-CEDEX 

FRANCE 
 (hereinafter referred to as the
“Seller”) of the one part 
 AND 
 LATAM
AIRLINES GROUP S.A. (formerly known as LAN AIRLINES S.A.) having Its principal office at: 
 Edificlo Huidobro 

Avenida Presidente Riesco 5711- 20th Floor 

Las Condes 
 SANTIAGO 

CHILE 
 (hereinafter referred to as the “Buyer”)
of the other part. 
 The Buyer and the Seller being collectively referred to as the “Parties” and individually as a “Party” 

  

					
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 WHEREAS 
  

	A.	The Buyer and the Seller entered into an A320 family purchase agreement dated March 20th, 1998 covering the purchase by the Buyer and the sale by the
Seller of twenty (20) A320 family aircraft bearing rank numbers 1 to 20. By an amendment No.1 to such purchase agreement, entered into by the Buyer and the Seller on February 24th, 2000
the number of A320 family aircraft to be purchased by the Buyer pursuant to such purchase agreement was increased to twenty five (25), with the additional five (5) A320 family aircraft bearing rank numbers 21 to 25. Such twenty five
(25) A320 family aircraft are hereinafter referred to as the “Original A320 Family Aircraft”, and such purchase agreement, amendment No.1, and all exhibits, appendices and letter agreements thereto are together referred to as
the “Original A320 Family Purchase Agreement”. 

  

	B.	The Buyer and the Seller entered into a deed of amendment and restatement of the Original A320 Family Purchase Agreement, dated August 2nd, 2000, dividing
the Original A320 Family Purchase Agreement into two (2) separate purchase agreements, the first agreement concerning the Original A320 Family Aircraft bearing rank numbers 1 to 20, and the second agreement concerning the Original A320 Family
Aircraft bearing rank numbers 21 to 25. The second agreement as supplemented with all exhibits and appendices thereto is hereinafter referred to as the “Second A320 Family Purchase Agreement”. 


 

	C.	The Buyer and the Seller entered into an amendment No.1 to the Second A320 Family Purchase Agreement dated November 14th 2003 (the “Amendment
No.1”) modifying certain provisions of the Second A320 Family Purchase Agreement. 

  

	D.	The Buyer and the Seller entered into an amendment No.2 to the Second A320 Family Purchase Agreement dated October 4th, 2005 (the “Amendment
No.2”) covering the purchase by the Buyer and the sale by the Seller of twenty five (25) additional firm A320 family aircraft comprising twenty (20) A318-100, one (1) A319-100 and four (4) A320-200 aircraft type (the
“Additional Aircraft”). 

  

	E.	The Buyer and the Seller entered into an amendment No.3 to the Second A320 Family Purchase Agreement dated March 6th, 2007 (the “Amendment
No.3”) covering the conversion of fifteen (15) Option Aircraft (as defined in the Amendment No.2) into firmly ordered Converted Aircraft (as defined in Amendment No.3). 


 

	F.	The Buyer and the Seller entered into an amendment No. 4 to the Second A320 Family Purchase Agreement dated June 11th, 2008 (the “Amendment
No.4”) covering the conversion of five (5) A318-100 Additional Aircraft bearing rank Nos. 26 to 30 as set forth in Amendment No.2 and three (3) A318-100 Converted Aircraft bearing rank Nos. 37, 40 and 43 as set forth in Amendment
No.3, into A319 aircraft type. 

  

	G.	The Buyer and the Seller entered into an amendment No. 5 to the Second A320 Family Purchase Agreement dated December 23rd 2009 (the
“Amendment No.5”) covering the order of thirty (30) incremental A319-100 and A320-200 aircraft (the “Incremental Aircraft”) and amending certain provisions of the Second A320 Family Purchase Agreement.



  

					
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	H.	[ *** ] 

  

	I.	The Buyer and the Seller entered into an amendment No. 6 to the Second A320 Family Purchase Agreement dated May 10th, 2010 (the “Amendment
No.6”) covering the conversion of the aircraft type of three (3) A319-100 First Batch of Incremental Aircraft (as defined in the Amendment No.5) into firmly ordered A320-200 First Batch Incremental Aircraft and the advancement of the
scheduled delivery positions of Two (2) Aircraft from the First Batch of Incremental Aircraft and Eleven (11) Aircraft from the Second Batch of Incremental Aircraft (as defined in the Amendment No.5). 


 

	J.	The Buyer and the Seller entered into an amendment No. 7 to the Second A320 Family Purchase Agreement dated May 19th, 2010 (the “Amendment
No.7”) covering the advancement of the scheduled delivery positions of Three (3) Converted Aircraft. 

  

	K.	The Buyer and the Seller entered into an amendment No. 8 to the Second A320 Family Purchase Agreement dated September 23rd, 2010 (the
“Amendment No.8”) covering (i) the advancement of the scheduled delivery positions of Two (2) Aircraft from the First Batch of Incremental Aircraft and Two (2) Aircraft from the Second Batch of Incremental Aircraft
and (ii) the conversion of the aircraft type of one (1) A319-100 from the Second Batch of Incremental Aircraft into firmly ordered A320-200 from the Second Batch Incremental Aircraft. 


 

	L.	The Buyer and the Seller entered into an amendment No. 9 to the Second A320 Family Purchase Agreement dated December 21st 2010 (the
“Amendment No.9”) covering the order of fifty (50) incremental A319-100, A320-200 and A321-200 aircraft, and, amending certain provisions of the Second A320 Family Purchase Agreement. 


 

	M.	[***] 

  

	N.	The Buyer and the Seller entered into an amendment No. 10 to the Second A320 Family Purchase Agreement dated June 10th 2011 (the “Amendment
No.10”) covering (i) the conversion of certain Aircraft type, (ii) the Sharklets selection for certain Aircraft, and (iii) the notification of the scheduled delivery months for the Aircraft scheduled to be delivered in the
fourth quarter 2012 and the first quarter 2013. 

  

	O.	The Buyer and the Seller entered into an amendment No. 11 to the Second A320 Family Purchase Agreement (the “Amendment No.11”) covering (i) the postponement of certain Aircraft
scheduled delivery position, and (ii) the conversion of certain Aircraft type. 

  

	P.	The Buyer and the Seller entered into amendment No. 12 to the Second A320 Family Purchase Agreement (the “Amendment No.12”) covering (i) the conversion of three (3) Aircraft type
with rank number 61, rank number 63 and rank number 89, (ii) the identification of certain Aircraft as Sharklet installed Aircraft and others as Sharklet Capable Aircraft, and (iii) the notification of the Scheduled Delivery Month for
certain Aircraft. 


  

					
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	Q.	The Buyer and the Seller entered into amendment No. 13 to the Second A320 Family Purchase Agreement (the “Amendment No. 13”) covering, among other related commercial matters,
(i) the conversion of certain Aircraft type and (ii) the [***] of certain Aircraft scheduled delivery months/quarters. 

  

	R.	The Buyer and the Seller entered into amendment No. 14 to the Second A320 Family Purchase Agreement (the “Amendment No. 14”) covering the [***] of the Scheduled Delivery Month of one
Aircraft. 

  

	S.	The Buyer converted three Aircraft identified by rank 114, 115 and 116 from A319-100 Aircraft to A320-200 Aircraft with notice provided to the Seller on [***] 


 

	T.	The Buyer and the Seller wish to enter into this amendment No. 15 to the Second A320 Family Purchase Agreement (the “Amendment No. 15”) covering rescheduling of certain scheduled
delivery months/quarters. 

 NOW IT IS HEREBY AGREED AS FOLLOWS: 
  

	0.	DEFINITIONS 

  

	0.1.	The terms “herein,” “hereof,” and “hereunder” and words of similar import refer to this Amendment No.15 and capitalized terms used herein and not otherwise defined in this Amendment No.15
will have the meanings assigned to them in the Purchase Agreement (as defined below). 

  

	0.2.	Purchase Agreement means the Second A320 Family Purchase Agreement together with Amendments Nos.1 to 14 thereto. 

  

	1.	SCOPE 

  

	1.1	The Buyer has requested and the Seller has agreed to hereby i) advance the Scheduled Delivery Month (or Scheduled Delivery Quarter if the month has not been notified) of four Aircraft which are subject to the Purchase
Agreement, ii) defer the Scheduled Delivery Month of four Aircraft which are subject to the Purchase Agreement and iii) convert the aircraft type of three Aircraft which are subject to the Purchase Agreement, as set forth in Clause 2 below.


  

	1.2	[***] 


  

					
	A320F - LAN - AMDT 15 - Second A320 Family PA		
	Ref: CT1202039		5/11		



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









	2.	AIRCRAFT DELIVERIES 

  

	2.1	The Buyer converted three (3) Aircraft, rank 114, 115 and 116, from the A319-100 type to the A320-200 type with notification sent to and accepted by the Seller on [***] 


 

	2.2	The Parties agree to [***] the Scheduled Delivery Month of Aircraft rank 96, 93, 72 and 103 from [***] in respect of Aircraft rank 96, to [***] and from [***] in respect of Aircraft rank 93 and 72, to respectively, and
from [***] in respect of Aircraft rank 103, to 

  

	2.3	The Parties agree to [***] the Scheduled Delivery Month of Aircraft rank 102, 104, 106 and 107 from [***] and [***] respectively, to for each such Aircraft. 


 

	2.4	The following table sets out the conversion described in clause 2.1 above here below: 

  

									
	 Rank

number
	  	Scheduled Delivery
Month	  	Original
Aircraft Type	  	Revised
Aircraft Type	  	Aircraft Batch
	 114
	  	[***]	  	A319-100	  	A320-200	  	2010 Incremental
Aircraft
					
	 115
	  	[***]	  	A319-100	  	A320-200	  	2010 Incremental
Aircraft
					
	 116
	  	[***]	  	A319-100	  	A320-200	  	2010 Incremental
Aircraft

  

	2.5	The following table sets out the rescheduling described in clause 2.2 and 2.3 above here below: 

  

									
	 Rank

number
	  	Original Scheduled
Delivery Month	  	Revised
Scheduled
Delivery Month	  	Aircraft
Type	  	Aircraft Batch
	 96
	  	[***]	  	[***]	  	A321-200	  	2010 Incremental
Aircraft
					
	 93
	  	[***]	  	[***]	  	A321-200	  	2010 Incremental
Aircraft
					
	 72
	  	[***]	  	[***]	  	A321-200	  	Second Batch of
Incremental Aircraft
					
	 103
	  	[***]	  	[***]	  	A321-200	  	2010 Incremental
Aircraft


  

					
	A320F - LAN - AMDT 15 - Second A320 Family PA	  	
	Ref: CT1202039	  	6/11	  	



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









									
					
	 102
		[***]		[***]		A320-200		2010 Incremental
Aircraft
					
	 104
		[***]		[***]		A320-200		2010 Incremental
Aircraft
					
	 106
		[***]		[***]		A320-200		2010 Incremental
Aircraft
					
	 107
		[***]		[***]		A320-200		2010 Incremental
Aircraft

  

	2.6	As a result of the Aircraft conversion set forth in clause 2.1 above the Parties agree to delete in its entirety clause 1.1 of Amendment No. 9 and replace it as follows: 


QUOTE 
  

	 	1.1.	“The Seller shall sell and deliver and the Buyer shall buy and take delivery of one (1) A319-100 aircraft, thirty one (31) A320-200 aircraft and eighteen (18) A321-200 aircraft (respectively the
“2010 A319 Aircraft”, the “2010 A320 Aircraft” and the “2010 A321 Aircraft”) upon the terms and conditions contained in this Amendment No. 9 (hereinafter for the purposes of this Amendment No.9
collectively the “2010 Incremental Aircraft.”) 

 UNQUOTE 

 

	2.7	PREDELIVERY PAYMENT 

 As a result of the Aircraft conversions and rescheduling set forth in
Clause 2.1, 2.2, and 2.3 above, the Parties hereby agree, that upon signature of this Amendment No. 15, [***] being the amount previously paid by the Buyer in respect of such Aircraft and no longer due in accordance with the Predelivery Payment
schedule and this amount will be applied to the next pre-delivery payments becoming due under the Agreement. 
  

	2.8	PROPULSION SYSTEM SELECTION 

 The Buyer hereby selects the following Propulsion Systems for
Aircraft rank 96: 
 CFM INTERNATIONAL 56-5B3/3 
  

	3.	DELIVERY SCHEDULE 

 With reference to Aircraft bearing rank numbers 46 to 125, the
Parties hereby agree to delete clause 9.1 of the Second A320 Family Purchase Agreement, as substituted by clause 2.1.1 of Amendment No.5, as modified by clause 2 of Amendment No.7 and clauses 2 and 3 of Amendment No.8, as substituted by clause 2.1.1
of Amendment No.9, clause 5 of Amendment No.10, clause 4 of Amendment No.11, clause 5 of Amendment No.12 clause 5 of Amendment No.13 and clause 3 of Amendment No.14, in its entirely and replace it with the following: 

  

					
	A320F - LAN - AMDT 15 - Second A320 Family PA		
	Ref: CT1202039		7/11		



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








 QUOTE 

9.1 Delivery schedule 
 9.1.1
Subject to the provisions of Clauses 2, 7, 8, 10 and 18 the Seller shall have the Aircraft ready for Delivery at the Delivery Location in accordance with the following schedule: 

 

									
	 Scheduled Delivery Months

or Scheduled Delivery

Quarters
	  	 Rank
number
	  	 Aircraft
type
	  	 Aircraft defined as

	2011	  	July	  	53	  	A320-200	  	First Batch of Incremental Aircraft
		  	July	  	55	  	A320-200	  	First Batch of Incremental Aircraft
		  	August	  	46	  	A320-200	  	First Batch of Incremental Aircraft
		  	September	  	47	  	A320-200	  	First Batch of Incremental Aircraft
		  	October	  	48	  	A320-200	  	First Batch of Incremental Aircraft
		  	November	  	49	  	A320-200	  	First Batch of Incremental Aircraft
		  	November	  	50	  	A320-200	  	First Batch of Incremental Aircraft
		  	October	  	51	  	A319-100	  	First Batch of Incremental Aircraft
		  	November	  	52	  	A320-200	  	First Batch of Incremental Aircraft
		  	December	  	62	  	A320-200	  	First Batch of Incremental Aircraft
	2012	  	January	  	54	  	A319-100	  	Second Batch of Incremental Aircraft
		  	March	  	76	  	A319-100	  	2010 Incremental Aircraft
		  	April	  	64	  	A320-200	  	Second Batch of Incremental Aircraft
		  	May	  	66	  	A320-200	  	Second Batch of Incremental Aircraft
		  	June	  	77	  	A320-200	  	2010 Incremental Aircraft
		  	July	  	78	  	A320-200	  	2010 Incremental Aircraft
		  	July	  	65	  	A320-200	  	Second Batch of Incremental Aircraft
		  	August	  	67	  	A320-200	  	Second Batch of Incremental Aircraft
		  	September	  	79	  	A320-200	  	2010 Incremental Aircraft
		  	October	  	80	  	A320-200	  	2010 Incremental Aircraft
		  	November	  	68	  	A320-200	  	Second Batch of Incremental Aircraft
		  	December	  	69	  	A320-200	  	Second Batch of Incremental Aircraft
	2013	  	January	  	82	  	A320-200	  	2010 Incremental Aircraft
		  	January	  	81	  	A320-200	  	2010 Incremental Aircraft
		  	February	  	56	  	A320-200	  	Second Batch of Incremental Aircraft
		  	February	  	71	  	A320-200	  	Second Batch of Incremental Aircraft
		  	April	  	83	  	A320-200	  	2010 Incremental Aircraft
		  	April	  	84	  	A320-200	  	2010 Incremental Aircraft
		  	May	  	73	  	A320-200	  	Second Batch of incremental Aircraft
		  	May	  	85	  	A320-200	  	2010 Incremental Aircraft
		  	July	  	58	  	A320-200	  	Second Batch of Incremental Aircraft
		  	July	  	59	  	A320-200	  	Second Batch of Incremental Aircraft
		  	August	  	74	  	A320-200	  	Second Batch of Incremental Aircraft


  

					
	A320F - LAN - AMDT 15 - Second A320 Family PA	  	
	Ref: CT1202039	  	8/11	  	



  









									
			October		60		    A320-200    		Second Batch of Incremental Aircraft
			November    		    75    		A320-200		Second Batch of Incremental Aircraft
			December		70		A320-200		Second Batch of Incremental Aircraft
	    2014    		January		61		A320-200		Second Batch of Incremental Aircraft
			February		86		A320-200		2010 Incremental Aircraft
			February		87		A321-200		2010 Incremental Aircraft
			April		57		A320-200		Second Batch of incremental Aircraft
			May		88		A321-200		2010 Incremental Aircraft
			June		89		A320-200		2010 Incremental Aircraft
			June		90		A321-200		2010 Incremental Aircraft
			June		91		A321-200		2010 Incremental Aircraft
			July		63		A320-200		Second Batch of Incremental Aircraft
			December		94		A321-200		2010 Incremental Aircraft
			December		98		A321-200		2010 Incremental Aircraft
			December		101		A321-200		2010 Incremental Aircraft
	[***]		[***]		105		A321-200		2010 Incremental Aircraft
					96		A321-200		2010 Incremental Aircraft
					72		A321-200		Second Batch of Incremental Aircraft
					108		A320-200		2010 Incremental Aircraft
					109		A321-200		2010 Incremental Aircraft
					93		A321-200		2010 Incremental Aircraft
					110		A320-200		2010 Incremental Aircraft
					111		A320-200		2010 Incremental Aircraft
					103		A321-200		2010 Incremental Aircraft
					112		A320-200		2010 Incremental Aircraft
					113		A321-200		2010 Incremental Aircraft
	[***]		[***]		92		A321-200		2010 Incremental Aircraft
					114		A320-200		2010 Incremental Aircraft
					115		A320-200		2010 Incremental Aircraft
					116		A320-200		2010 Incremental Aircraft
					117		A320-200		2010 Incremental Aircraft
					118		A320-200		2010 Incremental Aircraft
					119		A320-200		2010 Incremental Aircraft
					120		A320-200		2010 Incremental Aircraft
					121		A320-200		2010 Incremental Aircraft
					122		A320-200		2010 Incremental Aircraft
					123		A320-200		2010 Incremental Aircraft
					124		A320-200		2010 Incremental Aircraft
					125		A320-200		2010 Incremental Aircraft
					102		A320-200		2010 Incremental Aircraft
					104		A320-200		2010 Incremental Aircraft
					106		A320-200		2010 Incremental Aircraft
					107		A320-200		2010 Incremental Aircraft
					95		A321-200		2010 Incremental Aircraft
					97		A321-200		2010 Incremental Aircraft
	[***]		[***]		99		A321-200		2010 Incremental Aircraft
			[***]		100		A321-200		2010 Incremental Aircraft


  

					
	A320F - LAN - AMDT 15 - Second A320 Family PA		
	Ref: CT1202039		9/11		



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









	 	9.1.2	[***] 

  

	 	9.1.3	[***] 

 UNQUOTE 
  

	4.	EFFECT OF THE AMENDMENT 

  

	4.1	This Amendment No.15 contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes any previous understanding, commitments or representations whatsoever, whether oral or
written. 

  

	4.2	The Purchase Agreement shall be deemed amended to the extent provided in this Amendment No.15 and, except as specifically amended hereby, shall continue in full force and effect in accordance with its original terms.


  

	4.3	The Parties agree that this Amendment No.15 shall constitute an integral, non-severable part of the Purchase Agreement and be governed by all of its provisions. 


 

	4.4	In the event of any inconsistency between the terms and conditions of the Purchase Agreement and those of the present Amendment No.15, the latter shall prevail to the extent of such inconsistency, whereas the part not
concerned by such inconsistency shall remain in full force and effect. 

  

	4.5	This Amendment No.15 will not be modified or varied except by an instrument in writing executed by both Parties. 

  

	4.6	Each of the Parties hereto agree that the provisions of this Amendment No.15 are personal to it and will not without the prior written consent of the other Party disclose such information to any other person. However,
[***] 


  

					
	A320F - LAN - AMDT 15 - Second A320 Family PA		
	Ref: CT1202039		10/11		



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








 [***] 
  

	4.7	The Parties agree that clause 21 of the Second A320 Family Purchase Agreement shall govern the assignability and transferability of each Party’s rights and obligations under this Amendment No. 15.


  

	4.8	This Amendment No. 15 may be signed by the Parties hereto in separate counterparts, each of which when so signed and delivered will be an original, but all such counterparts will together constitute but one and the same
instrument. 

  

	4.9	This Amendment No. 15 shall be governed by and construed in accordance with the laws of England. 


  

					
	A320F - LAN - AMDT 15 - Second A320 Family PA		
	Ref: CT1202039		11/11		



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








 IN WITNESS WHEREOF this Amendment No.15 to the Second A320 Family Purchase Agreement was duly entered into
the day and year first above written. 
  

									
	Agreed and Accepted				Agreed and Accepted
			
	For and on behalf of				For and on behalf of
			
	LATAM AIRLINES GROUP S.A.				AIRBUS S.A.S
					
	By:		/s/ Roberto Alvo				By:		/s/ Christophe Mourey
			ROBERTO ALVO						Christophe Mourey
					
	Its:		Chief Corporate Officer				Its:		Senior Vice President Contracts
			LATAM Airlines Group						
					
	Date:		 				Date:		 
				
	LATAM AIRLINES GROUP S.A.						

  
 



 
  

					
	A320F - LAN - AMDT 15 - Second A320 Family PA		
	Ref: CT1202039		12/11		








 AMENDMENT No. 16 

TO THE 
 SECOND A320 FAMILY
PURCHASE AGREEMENT 
 BETWEEN 

LATAM AIRLINES GROUP S.A. 

(formerly known as LAN AIRLINES S.A.) 

AND 
 AIRBUS S.A.S. 

  

					
	A320F - LAN - AMDT 16 - Second A320 Family PA		
	Ref: CT1202039		1/11		



  








 This amendment No.16 to the Second A320 Family Purchase Agreement (as defined below) is entered into as of 15th July, 2014, by and between 
 AIRBUS S.A.S., having its principal office at: 

1 Rond-Point Maurice Bellonte 
 31707 BLAGNAC-CEDEX 

FRANCE 
 (hereinafter referred to as the
“Seller”) of the one part 
 AND 
 LATAM
AIRLINES GROUP S.A. (formerly known as LAN AIRLINES S.A.) having its principal office at: 
 Edificio Huidobro 

Avenida Presidente Riesco 5711- 20th Floor 
 Las Condes 

SANTIAGO 
 CHILE 

(hereinafter referred to as the “Buyer”) of the other part. 

The Buyer and the Seller being collectively referred to as the “Parties” and individually as a “Party” 

  

					
	A320F - LAN - AMDT 16 - Second A320 Family PA		
	Ref: CT1202039		2/11		



  








 WHEREAS 
  

	A.	The Buyer and the Seller entered into an A320 family purchase agreement dated March 20th, 1998 covering the purchase by the Buyer and the sale by the Seller of
twenty (20) A320 family aircraft bearing rank numbers 1 to 20. By an amendment No.1 to such purchase agreement, entered into by the Buyer and the Seller on February 24th, 2000 the number
of A320 family aircraft to be purchased by the Buyer pursuant to such purchase agreement was Increased to twenty five (25), with the additional five (5) A320 family aircraft bearing rank numbers 21 to 25. Such twenty five (25) A320 family
aircraft are hereinafter referred to as the “Original A320 Family Aircraft”, and such purchase agreement, amendment No.1, and all exhibits, appendices and letter agreements thereto are together referred to as the “Original
A320 Family Purchase Agreement”. 

  

	B.	The Buyer and the Seller entered into a deed of amendment and restatement of the Original A320 Family Purchase Agreement, dated August 2nd, 2000, dividing the
Original A320 Family Purchase Agreement into two (2) separate purchase agreements, the first agreement concerning the Original A320 Family Aircraft bearing rank numbers 1 to 20, and the second agreement concerning the Original A320 Family
Aircraft bearing rank numbers 21 to 25. The second agreement as supplemented with all exhibits and appendices thereto is hereinafter referred to as the “Second A320 Family Purchase Agreement”. 


 

	C.	The Buyer and the Seller entered into an amendment No.1 to the Second A320 Family Purchase Agreement dated November 14th 2003 (the “Amendment
No.1”) modifying certain provisions of the Second A320 Family Purchase Agreement. 

  

	D.	The Buyer and the Seller entered into an amendment No.2 to the Second A320 Family Purchase Agreement dated October 4th, 2005 (the “Amendment
No.2”) covering the purchase by the Buyer and the sale by the Seller of twenty five (25) additional firm A320 family aircraft comprising twenty (20) A318-100, one (1) A319-100 and four (4) A320-200 aircraft type (the
“Additional Aircraft”). 

  

	E.	The Buyer and the Seller entered into an amendment No.3 to the Second A320 Family Purchase Agreement dated March 6th, 2007 (the “Amendment
No.3”) covering the conversion of fifteen (15) Option Aircraft (as defined in the Amendment No.2) into firmly ordered Converted Aircraft (as defined in Amendment No.3). 


 

	F.	The Buyer and the Seller entered into an amendment No. 4 to the Second A320 Family Purchase Agreement dated June 11th, 2008 (the “Amendment
No.4”) covering the conversion of five (5) A318-100 Additional Aircraft bearing rank Nos. 26 to 30 as set forth in Amendment No.2 and three (3) A318-100 Converted Aircraft bearing rank Nos. 37, 40 and 43 as set forth in Amendment
No.3, into A319 aircraft type. 

  

	G.	The Buyer and the Seller entered into an amendment No. 5 to the Second A320 Family Purchase Agreement dated December 23rd 2009 (the “Amendment
No.5”) covering the order of thirty (30) incremental A319-100 and A320-200 aircraft (the “Incremental Aircraft”) and amending certain provisions of the Second A320 Family Purchase Agreement. 


  

					
	A320F - LAN - AMDT 16 - Second A320 Family PA		
	Ref: CT1202039		3/11		



  









	H.	[***] 

  

	I.	The Buyer and the Seller entered into an amendment No. 6 to the Second A320 Family Purchase Agreement dated May 10th, 2010 (the “Amendment
No.6”) covering the conversion of the aircraft type of three (3) A319-100 First Batch of Incremental Aircraft (as defined in the Amendment No.5) into firmly ordered A320-200 First Batch Incremental Aircraft and the advancement of the
scheduled delivery positions of Two (2) Aircraft from the First Batch of Incremental Aircraft and Eleven (11) Aircraft from the Second Batch of Incremental Aircraft (as defined in the Amendment No.5). 


 

	J.	The Buyer and the Seller entered into an amendment No. 7 to the Second A320 Family Purchase Agreement dated May 19th, 2010 (the “Amendment
No.7”) covering the advancement of the scheduled delivery positions of Three (3) Converted Aircraft. 

  

	K.	The Buyer and the Seller entered into an amendment No. 8 to the Second A320 Family Purchase Agreement dated September 23rd, 2010 (the “Amendment
No.8”) covering (i) the advancement of the scheduled delivery positions of Two (2) Aircraft from the First Batch of Incremental Aircraft and Two (2) Aircraft from the Second Batch of Incremental Aircraft and (ii) the
conversion of the aircraft type of one (1) A319-100 from the Second Batch of Incremental Aircraft into firmly ordered A320-200 from the Second Batch Incremental Aircraft. 


 

	L.	The Buyer and the Seller entered into an amendment No. 9 to the Second A320 Family Purchase Agreement dated December 21st 2010 (the “Amendment
No.9”) covering the order of fifty (50) incremental A319-100, A320-200 and A321-200 aircraft, and, amending certain provisions of the Second A320 Family Purchase Agreement. 


 

	M.	[***] 

  

	N.	The Buyer and the Seller entered into an amendment No. 10 to the Second A320 Family Purchase Agreement dated June 10th 2011 (the “Amendment
No.10”) covering (i) the conversion of certain Aircraft type, (ii) the Sharklets selection for certain Aircraft, and (iii) the notification of the scheduled delivery months for the Aircraft scheduled to be delivered in the
fourth quarter 2012 and the first quarter 2013. 

  

	O.	The Buyer and the Seller entered into an amendment No. 11 to the Second A320 Family Purchase Agreement (the “Amendment No.11”) covering (i) the postponement of certain Aircraft scheduled
delivery position, and (ii) the conversion of certain Aircraft type. 

  

	P.	The Buyer and the Seller entered into amendment No. 12 to the Second A320 Family Purchase Agreement (the “Amendment No. 12”) covering (i) the conversion of three (3) Aircraft type
with rank number 61, rank number 63 and rank number 89, (ii) the identification of certain Aircraft as Sharklet Installed Aircraft and others as Sharklet Capable Aircraft, and (iii) the notification of the Scheduled Delivery Month for
certain Aircraft. 


  

					
	A320F - LAN - AMDT 16 - Second A320 Family PA		
	Ref: CT1202039		4/11		



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









	Q.	The Buyer and the Seller entered into amendment No. 13 to the Second A320 Family Purchase Agreement (the “Amendment No, 13”) covering, among other related commercial matters, (i) the
conversion of certain Aircraft type and (ii) the [***] of certain Aircraft scheduled delivery months/quarters. 

  

	R.	The Buyer and the Seller entered into amendment No. 14 to the Second A320 Family Purchase Agreement (the “Amendment No. 14”) covering the [***] of the Scheduled Delivery Month of one
Aircraft. 

  

	S.	The Buyer converted three Aircraft identified by rank 114, 115 and 116 from A319-100 Aircraft to A320-200 Aircraft by providing notice to the Seller on [***] 


 

	T.	The Buyer and the Seller entered into amendment No. 15 to the Second A320 Family Purchase Agreement (the “Amendment No. 15”) covering the rescheduling of the Scheduled Delivery Month of
certain Aircraft. 

  

	U.	The Buyer and the Seller entered into an A320 NEO Purchase Agreement, dated June 22, 2011, as amended, supplemented or otherwise modified to and including the date hereof (the “A320 NEO Purchase
Agreement”) whereby the Seller shall sell and deliver and the Buyer shall take delivery of certain A320 neo aircraft (the “A320 NEO Aircraft”). 


 

	V.	The Buyer and the Seller wish to enter into this amendment No. 16 to the Second A320 Family Purchase Agreement (the “Amendment No. 16”) covering [***] conversion of certain Aircraft.


 NOW IT IS HEREBY AGREED AS FOLLOWS: 
  

	0.	DEFINITIONS 

  

	0.1.	The terms “herein,” “hereof,” and “hereunder” and words of similar import refer to this Amendment No.16 and capitalized terms used herein and not otherwise defined in this Amendment No.16
will have the meanings assigned to them in the Purchase Agreement (as defined below). 

  

	0.2.	Purchase Agreement means the Second A320 Family Purchase Agreement together with Amendments Nos.1 to 15 thereto. 

  

	1.	SCOPE 

  

	1.1	The Buyer has requested and the Seller has agreed to hereby [***] convert twelve (12) 2010 Incremental Aircraft which are subject to the Purchase Agreement to A320 NEO Aircraft as set forth in Clause 2 below.



  

					
	A320F - LAN - AMDT 16 - Second A320 Family PA		
	Ref: CT1202039		5/11		



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









	1.2	[***] 

  

	2.	AIRCRAFT DELIVERIES 

  

	2.1	The Buyer has requested and the Seller has agreed to [***] except as otherwise specified in this Amendment No. 16 and the Second BSA. 


 

	2.2	The Buyer has requested and the Seller has agreed to hereby convert 12 (twelve) Aircraft identified in Clause 9.1.1 of the Purchase Agreement by rank number 114 through and including rank number 125 to A320 NEO Aircraft
(as such term is defined above) and such Aircraft will be cancelled in this Agreement and the Parties will have no further rights or obligations in respect of such Aircraft except as otherwise specified in this Amendment No. 16 and such A320
NEO Aircraft will be firmly ordered by the Buyer pursuant to the A320 NEO Purchase Agreement, as amended by amendment No.2 to such agreement. 

  

	2.3	As a result of the Aircraft conversions [***] set forth in clauses 2.1 and 2.2 above the Parties agree to delete in its entirety clause 1.1 of Amendment No.9 as amended and replace it as follows: 


QUOTE 
  

	 	1.1.	“The Seller shall sell and deliver and the Buyer shall buy and take delivery of one (1) A319-100 aircraft, fifteen (15) A320-200 aircraft and eighteen (18) A321-200 aircraft (respectively the
“2010 A319 Aircraft”, the “2010 A320 Aircraft” and the “2010 A321 Aircraft”) upon the terms and conditions contained in this Amendment No.9 (hereinafter for the purposes of this Amendment No.9
collectively the “2010 Incremental Aircraft.”) 

 UNQUOTE 

 

	2.4	PREDELIVERY PAYMENT 

 As a result of the Aircraft [***] conversions set forth in Clause 2.1 and
2.2 above, the Parties hereby agree, that upon signature of this Amendment No. 16, [***] being the amount previously paid by the Buyer in respect of such Aircraft and no longer due in accordance with the Purchase Agreement and from such amount
[***] in accordance with the terms [***] and the balance in the amount of [***] will be applied to the next pre-delivery payments becoming due under the Purchase Agreement. 

  

					
	A320F - LAN - AMDT 16 - Second A320 Family PA		
	Ref: CT1202039		6/11		



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









	3.	DELIVERY SCHEDULE 

 With reference to Aircraft bearing rank numbers 46 to 125, the
Parties hereby agree to delete clause 9.1 of the Second A320 Family Purchase Agreement, as substituted by clause 2.1.1 of Amendment No.5, as modified by clause 2 of Amendment No.7 and clauses 2 and 3 of Amendment No.8, as substituted by clause 2.1.1
of Amendment No.9, clause 5 of Amendment No.10, clause 4 of Amendment No.11, clause 5 of Amendment No.12 clause 5 of Amendment No.13, clause 3 of Amendment No.14 and clause 3 of Amendment No.15, in its entirely and replace it with the following:

 QUOTE 
 9.1 Delivery schedule

 9.1.1 Subject to the provisions of Clauses 2, 7, 8, 10 and 18 the Seller shall have the Aircraft ready for Delivery at the Delivery
Location in accordance with the following schedule: 
  

									
	
Scheduled Delivery Months
or Scheduled Delivery
Quarters
	  	Rank
number	  	Aircraft
type	  	 Aircraft defined as

	2011	 	July	  	53	  	A320-200	  	First Batch of Incremental Aircraft
		 	July	  	55	  	A320-200	  	First Batch of Incremental Aircraft
		 	August	  	46	  	A320-200	  	First Batch of Incremental Aircraft
		 	September	  	47	  	A320-200	  	First Batch of Incremental Aircraft
		 	October	  	48	  	A320-200	  	First Batch of Incremental Aircraft
		 	November	  	49	  	A320-200	  	First Batch of Incremental Aircraft
		 	November	  	50	  	A320-200	  	First Batch of Incremental Aircraft
		 	October	  	51	  	A319-100	  	First Batch of Incremental Aircraft
		 	November	  	52	  	A320-200	  	First Batch of Incremental Aircraft
		 	December	  	62	  	A320-200	  	First Batch of Incremental Aircraft
	2012	 	January	  	54	  	A319-100	  	Second Batch of Incremental Aircraft
		 	March	  	76	  	A319-100	  	2010 Incremental Aircraft
		 	April	  	64	  	A320-200	  	Second Batch of Incremental Aircraft
		 	May	  	66	  	A320-200	  	Second Batch of Incremental Aircraft
		 	June	  	77	  	A320-200	  	2010 Incremental Aircraft
		 	July	  	78	  	A320-200	  	2010 Incremental Aircraft
		 	July	  	65	  	A320-200	  	Second Batch of Incremental Aircraft
		 	August	  	67	  	A320-200	  	Second Batch of Incremental Aircraft
		 	September	  	79	  	A320-200	  	2010 Incremental Aircraft
		 	October	  	80	  	A320-200	  	2010 Incremental Aircraft
		 	November	  	68	  	A320-200	  	Second Batch of Incremental Aircraft


  

					
	A320F - LAN - AMDT 16 - Second A320 Family PA	  	
	Ref: CT1202039	  	7/11	  	



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









									
			December		69		A320-200		Second Batch of Incremental Aircraft
	2013		January		82		A320-200		2010 Incremental Aircraft
			January		81		A320-200		2010 Incremental Aircraft
			February		56		A320-200		Second Batch of Incremental Aircraft
			February		71		A320-200		Second Batch of Incremental Aircraft
			April		83		A320-200		2010 Incremental Aircraft
			April		84		A320-200		2010 Incremental Aircraft
			May		73		A320-200		Second Batch of Incremental Aircraft
			May		85		A320-200		2010 Incremental Aircraft
			July		58		A320-200		Second Batch of Incremental Aircraft
			July		59		A320-200		Second Batch of Incremental Aircraft
			August		74		A320-200		Second Batch of Incremental Aircraft
			October		60		A320-200		Second Batch of Incremental Aircraft
			November		75		A320-200		Second Batch of incremental Aircraft
			December		70		A320-200		Second Batch of Incremental Aircraft
	2014		January		61		A320-200		Second Batch of Incremental Aircraft
			February		86		A320-200		2010 Incremental Aircraft
			February		87		A321-200		2010 Incremental Aircraft
			April		57		A320-200		Second Batch of Incremental Aircraft
			May		88		A321-200		2010 Incremental Aircraft
			June		89		A320-200		2010 Incremental Aircraft
			June		90		A321-200		2010 Incremental Aircraft
			June		91		A321-200		2010 Incremental Aircraft
			July		63		A320-200		Second Batch of Incremental Aircraft
			December		94		A321-200		2010 Incremental Aircraft
			December		98		A321-200		2010 Incremental Aircraft
			December		101		A321-200		2010 Incremental Aircraft
	[***] [***]		105		A321-200		2010 Incremental Aircraft
					96		A321-200		2010 Incremental Aircraft
					72		A321-200		Second Batch of Incremental Aircraft
					108		A320-200		2010 Incremental Aircraft
					109		A321-200		2010 Incremental Aircraft
					93		A321-200		2010 Incremental Aircraft
					110		A320-200		2010 Incremental Aircraft
					111		A320-200		2010 Incremental Aircraft
					103		A321-200		2010 Incremental Aircraft
					112		A320-200		2010 Incremental Aircraft
					113		A321-200		2010 Incremental Aircraft
	[***] [***]		92		A321-200		2010 Incremental Aircraft
					95		A321-200		2010 Incremental Aircraft
	[***] [***]		97		A321-200		2010 Incremental Aircraft
					99		A321-200		2010 Incremental Aircraft
					100		A321-200		2010 Incremental Aircraft

  

	 	9.1.2 	[***] 


  

					
	A320F - LAN - AMDT 16 - Second A320 Family PA		
	Ref: CT1202039		8/11		



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









	 	9.1.3 	[***] 

 UNQUOTE 
  

	4.	EFFECT OF THE AMENDMENT 

  

	4.1	This Amendment No.16 contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes any previous understanding, commitments or representations whatsoever, whether oral or
written. 

  

	4.2	The Purchase Agreement shall be deemed amended to the extent provided in this Amendment No.16 and, except as specifically amended hereby, shall continue in full force and effect in accordance with its original terms.


  

	4.3	The Parties agree that this Amendment No.16 shall constitute an integral, non-severable part of the Purchase Agreement and be governed by all of its provisions. 


 

	4.4	In the event of any inconsistency between the terms and conditions of the Purchase Agreement and those of the present Amendment No.16, the latter shall prevail to the extent of such inconsistency, whereas the part not
concerned by such inconsistency shall remain in full force and effect. 

  

	4.5	This Amendment No.16 will not be modified or varied except by an instrument in writing executed by both Parties. 

  

	4.6	Each of the Parties hereto agree that the provisions of this Amendment No.16 are personal to it and will not without the prior written consent of the other Party disclose such information to any other person. However,
[***] 

  

	4.7	The Parties agree that clause 21 of the Second A320 Family Purchase Agreement shall govern the assignability and transferability of each Party’s rights and obligations under this Amendment No.16. 


  

					
	A320F - LAN - AMDT 16 - Second A320 Family PA		
	Ref: CT1202039		9/11		



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









	4.8	This Amendment No.16 may be signed by the Parties hereto in separate counterparts, each of which when so signed and delivered will be an original, but all such counterparts will together constitute but one and the same
instrument. 

  

	4.9	This Amendment No.16 shall be governed by and construed in accordance with the laws of England. 


  

					
	A320F - LAN - AMDT 16 - Second A320 Family PA		
	Ref: CT1202039		10/11		



  








 IN WITNESS WHEREOF this Amendment No.16 to the Second A320 Family Purchese Agreement was duly entered into the
day and year first above written. 
  

									
	 Agreed and Accepted
  

For and on behalf of
	 		 	 Agreed and Accepted
  

For and on behalf of

			
	LATAM AIRLINES GROUP S.A.	 		 	AIRBUS S.A.S
					
	By:	 	/s/ ROBERTO ALVO	 		 	By:	 	 
		 	ROBERTO ALVO	 		 		 	
	Its:	 	 Chief Corporate Office
 LATAM Airlines
Group
	 		 	Its:	 	 
					
	Date:	 	 	 		 	Date:	 	 

  
 



 

  

					
	A320F - LAN - AMDT 16 - Second A320 Family PA	  	




	Ref: CT1202039	  	11/11	  	



  








 AMENDMENT No.17 

TO THE 
 SECOND A320 FAMILY PURCHASE
AGREEMENT 
 BETWEEN 
 LATAM
AIRLINES GROUP S.A. 
 (formerly known as LAN AIRLINES S.A.) 

AND 
 AIRBUS S.A.S. 

  

					
	A320F - LAN - AMDT 17 - Second A320 Family PA		
	Ref: CT1202039		Page 1 of 12		



  








 This amendment No.17 to the Second A320 Family Purchase Agreement (as defined below) is entered into as of
December 11, 2014, by and between 
 AIRBUS S.A.S., having its principal office at: 

1 Rond-Point Maurice Bellonte 
 31707 BLAGNAC-CEDEX 

FRANCE 
 (hereinafter referred to as the
“Seller”) of the one part 
 AND 
 LATAM
AIRLINES GROUP S.A. (formerly known as LAN AIRLINES S.A.) having its principal office at: 
 Edificio Huidobro 

Avenida Presidente Riesco 5711- 20th Floor 
 Las Condes 

SANTIAGO 
 CHILE 

(hereinafter referred to as the “Buyer”) of the other part. 

The Buyer and the Seller being collectively referred to as the “Parties” and individually as a “Party” 

  

					
	A320F - LAN - AMDT 17 - Second A320 Family PA		
	Ref: CT1202039		Page 2 of 12		



  








 WHEREAS 
  

	A.	The Buyer and the Seller entered into an A320 family purchase agreement dated March 20th, 1998 covering the purchase by the Buyer and the safe by the Seller of twenty (20) A320 family aircraft bearing rank
numbers 1 to 20. By an amendment No.1 to such purchase agreement, entered into by the Buyer and the Seller on February 24th, 2000 the number of A320 family aircraft to be purchased by the Buyer pursuant to such purchase agreement was increased
to twenty five (25), with the additional five (5) A320 family aircraft bearing rank numbers 21 to 25. Such twenty five (25) A320 family aircraft are hereinafter referred to as the “Original A320 Family Aircraft”, and such
purchase agreement, amendment No.1, and all exhibits, appendices and letter agreements thereto are together referred to as the “Original A320 Family Purchase Agreement”. 


 

	B.	The Buyer and the Seller entered into a deed of amendment and restatement of the Original A320 Family Purchase Agreement, dated August 2nd, 2000, dividing the Original A320 Family Purchase Agreement into two
(2) separate purchase agreements, the first agreement concerning the Original A320 Family Aircraft bearing rank numbers 1 to 20, and the second agreement concerning the Original A320 Family Aircraft bearing rank numbers 21 to 25. The second
agreement as supplemented with all exhibits and appendices thereto is hereinafter referred to as the “Second A320 Family Purchase Agreement”. 

  

	C.	The Buyer and the Seller entered into an amendment No.1 to the Second A320 Family Purchase Agreement dated November 14th, 2003 (the “Amendment No.1”) modifying certain provisions of the Second A320 Family
Purchase Agreement. 

  

	D.	The Buyer and the Seller entered into an amendment No.2 to the Second A320 Family Purchase Agreement dated October 4th, 2005 (the “Amendment No.2”) covering the purchase by the Buyer and the sale by the
Seller of twenty five (25) additional firm A320 family aircraft comprising twenty (20) A318-100, one (1) A319-100 and four (4) A320-200 aircraft type (the “Additional Aircraft”). 


 

	E.	The Buyer and the Saller entered into an amendment No.3 to the Second A320 Family Purchase Agreement dated March 6th, 2007 (the “Amendment No.3”) covering the conversion of fifteen (15) Option
Aircraft (as defined in the Amendment No.2) into firmly ordered Converted Aircraft (as defined in Amendment No.3). 

  

	F.	The Buyer and the Seller entered into an amendment No. 4 to the Second A320 Family Purchase Agreement dated June 11th, 2008 (the “Amendment No.4”) covering the conversion of five (5) A318-100
Additional Aircraft bearing rank Nos. 26 to 30 as set forth in Amendment No.2 and three (3) A318-100 Converted Aircraft bearing rank Nos. 37, 40 and 43 as set forth in Amendment No.3, into A319 aircraft type. 


 

	G.	The Buyer and the Seller entered into an amendment No. 5 to the Second A320 Family Purchase Agreement dated December 23rd, 2009 (the “Amendment No.5”) covering the order of thirty
(30) incremental A319-100 and A320-200 aircraft (the “Incremental Aircraft”) and amending certain provisions of the Second A320 Family Purchase Agreement. 


  

					
	A320F - LAN - AMDT 17 - Second A320 Family PA		
	Ref: CT1202039		Page 3 of 12		



  









	H.	[***] 

  

	I.	The Buyer and the Seller entered into an amendment No. 6 to the Second A320 Family Purchase Agreement dated May 10th, 2010 (the “Amendment No.6”) covering the conversion of the aircraft type of three
(3) A319-100 First Batch of Incremental Aircraft (as defined in the Amendment No.5) into firmly ordered A320-200 First Batch Incremental Aircraft and the advancement of the scheduled delivery positions of Two (2) Aircraft from the First
Batch of Incremental Aircraft and Eleven (11) Aircraft from the Second Batch of Incremental Aircraft (as defined in the Amendment No.5). 

  

	J.	The Buyer and the Seller entered into an amendment No. 7 to the Second A320 Family Purchase Agreement dated May 19th, 2010 (the “Amendment No.7”) covering the advancement of the scheduled delivery
positions of Three (3) Converted Aircraft. 

  

	K.	The Buyer and the Seller entered into an amendment No. 8 to the Second A320 Family Purchase Agreement dated September 23rd, 2010 (the “Amendment No.8”) covering (i) the advancement of the
scheduled delivery positions of Two (2) Aircraft from the First Batch of Incremental Aircraft and Two (2) Aircraft from the Second Batch of Incremental Aircraft and (II) the conversion of the aircraft type of one (1) A319-100 from the
Second Batch of Incremental Aircraft into firmly ordered A320-200 from the Second Batch Incremental Aircraft. 

  

	L.	The Buyer and the Seller entered into an amendment No. 9 to the Second A320 Family Purchase Agreement dated December 21st 2010 (the “Amendment
No.9”) covering the order of fifty (50) incremental A319-100, A320-200 and A321-200 aircraft, and, amending certain provisions of the Second A320 Family Purchase Agreement. 


 

	M.	[***] 

  

	N.	The Buyer and the Seller entered into an amendment No. 10 to the Second A320 Family Purchase Agreement dated June 10th 2011 (the “Amendment
No.10”) covering (i) the conversion of certain Aircraft type, (ii) the Sharklets selection for certain Aircraft, and (iii) the notification of the scheduled delivery months for the Aircraft scheduled to be delivered in the fourth
quarter 2012 and the first quarter 2013. 

  

	O.	The Buyer and the Seller entered into an amendment No. 11 to the Second A320 Family Purchase Agreement dated November 8th 2011 (the “Amendment
No.11”) covering (i) the postponement of certain Aircraft scheduled delivery position, and (ii) the conversion of certain Aircraft type. 

  

	P.	The Buyer and the Seller entered into amendment No. 12 to the Second A320 Family Purchase Agreement November 19th 2012 (the “Amendment No.12”)
covering (i) the conversion of three (3) Aircraft type with rank number 61, rank number 63 and rank number 89, (ii) the identification of certain Aircraft as Sharklet Installed Aircraft and others as Sharklet Capable Aircraft, and
(iii) the notification of the Scheduled Delivery Month for certain Aircraft. 


  

					
	A320F - LAN - AMDT 17 - Second A320 Family PA		
	Ref: CT1202039		Page 4 of 12		



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









	Q.	The Buyer and the Seller entered into amendment No. 13 to the Second A320 Family Purchase Agreement August 19th 2013 (the “Amendment No. 13”)
covering, among other related commercial matters, (i) the conversion of certain Aircraft type and (ii) the [***] of certain Aircraft scheduled delivery months/quarters. 


 

	R.	The Buyer and the Seller entered into amendment No. 14 to the Second A320 Family Purchase Agreement March 31st 2014 (the “Amendment No. 14”)
covering the of [***] the Scheduled Delivery Month of one Aircraft. 

  

	S.	The Buyer converted three Aircraft Identified by rank 114, 115 and 116 from A319-100 Aircraft to A320-200 Aircraft by providing notice to the Seller on [***] 


 

	T.	The Buyer and the Seller entered Into amendment No. 15 to the Second A320 Family Purchase Agreement May 16th 2014 (the “Amendment No. 15”)
covering the rescheduling of the Scheduled Delivery Month of certain Aircraft. 

  

	U.	The Buyer and the Seller entered into an A320 NEO Purchase Agreement, dated June 22, 2011, as amended, supplemented or otherwise modified to and including the date hereof (the “A320 NEO Purchase
Agreement”) whereby the Seller shall sell and deliver and the Buyer shall take delivery of certain A320neo aircraft (the “A320 NEO Aircraft”) and A321neo aircraft (“A321 NEO Aircraft”). 


 

	V.	The Buyer and the Seller entered into amendment No. 16 to the Second A320 Family Purchase Agreement July 15th 2014 (the “Amendment No. 16”)
covering [***] conversion of certain Aircraft. 

  

	W.	TAM Linhas Aereas S.A. (the “Original Buyer”) and the Seller have signed on November 14, 2006, an A320/A330 Purchase Agreement (Reference CCC 337.0068/06) covering the purchase by the Original Buyer and
the sale by the Seller of certain A320 Family Aircraft and A330-200 Aircraft which , together with all exhibits, appendixes, and as amended supplemented or otherwise modified is hereinafter referred to as the “Original TAM Agreement”.


  

	X.	The Buyer, Seller and Original Buyer entered into a novation agreement dated 30 October 2014 (the “Novation”) novating the Original TAM Agreement from the Original Buyer to the Buyer (the Original TAM
Agreement as novated pursuant to the Novation is hereinafter referred to as the “TAM A320 Agreement”) 

  

	Y.	The Buyer and the Seller wish to enter into this amendment No. 17 to the Second A320 Family Purchase Agreement (the “Amendment No. 17”) covering the conversion of certain Aircraft.


 NOW IT IS HEREBY AGREED AS FOLLOWS: 

  

					
	A320F - LAN - AMDT 17 - Second A320 Family PA		
	Ref: CT1202039		Page 5 of 12		



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









	0.	DEFINITIONS 

  

	0.1.	The terms “herein,” “hereof,” and “hereunder” and words of similar Import refer to this Amendment No.17 and capitalized terms used herein and not otherwise defined In this Amendment No.17
will have the meanings assigned to them in the Purchase Agreement (as defined below). 

  

	0.2.	Purchase Agreement means the Second A320 Family Purchase Agreement together with Amendments Nos.1 to 16 thereto. 

  

	1.	SCOPE 

  

	1.1	The Buyer has requested and the Seller has agreed to hereby i) convert 4 (four) 2010 Incremental Aircraft of the A320 type which are subject to the Purchase Agreement to A320 NEO Aircraft and ii) convert 4 (four) 2010
Incremental Aircraft of the A321 type which are subject to the Purchase Agreement to A321 NEO Aircraft, as set forth in Clause 2 below. 

  

	1.2	[***] 

  

	2.	AIRCRAFT DELIVERIES 

  

	2.1	The Buyer has requested and the Seller has agreed to hereby convert 4 (four) Aircraft Identified in Clause 9.1.1 of the Purchase Agreement by rank numbers 108, 110,111 and 112 to A320 NEO Aircraft (as such term is
defined above) and such Aircraft will be cancelled in this Agreement and the Parties will have no further rights or obligations in respect of such Aircraft except as otherwise specified in this Amendment No. 17 and such A320 NEO Aircraft will
be firmly ordered by the Buyer pursuant to the A320 NEO Purchase Agreement, as amended by amendment No.3 to such agreement. 

  

	2.2	The Buyer has requested and the Seller has agreed to hereby convert 4 (four) Aircraft identified in Clause 9.1.1 of the Purchase Agreement by rank numbers 95, 97, 99 and 100 to A321 NEO Aircraft (as such term is defined
above) and such Aircraft will be cancelled in this Agreement and the Parties will have no further rights or obligations in respect of such Aircraft except as otherwise specified in this Amendment No. 17 and such A321 NEO Aircraft will be firmly
ordered by the Buyer pursuant to the A320 NEO Purchase Agreement, as amended by amendment No.3 to such agreement. 

  

	2.3	As a result of the Aircraft conversions set forth in clauses 2.1 and 2.2 above the Parties agree to delete in its entirety clause 1.1 of Amendment No.9 as amended and replace it as follows: 


  

					
	A320F - LAN - AMDT 17 - Second A320 Family PA		
	Ref: CT1202039		Page 6 of 12		



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








 QUOTE 
  

	1.1.	The Seller shall sell and deliver and the Buyer shall buy and take delivery of one (1) A319-100 aircraft, eleven (11) A320-200 aircraft and fourteen (14) A321-200 aircraft (respectively the “2010
A319 Aircraft”, the “2010 A320 Aircraft” and the “2010 A321 Aircraft”) upon the terms and conditions contained in this Amendment No.9 (hereinafter for the purposes of this Amendment No.9 collectively the “2010
Incremental Aircraft”) 

 UNQUOTE 
  

	2.4	PREDELIVERY PAYMENT 

 As a result of the Aircraft cancellations and conversions set forth in
Clause 2.1 and 2.2 above, the Parties hereby agree. that upon signature of this Amendment No. 17 [***] being the amount previously paid by the Buyer in respect of such Aircraft and no longer due in accordance with the Purchase Agreement and from
such amount [***] [***] and [***] as amended as of the date hereof, and the balance in the amount of [***] will be applied to [***] 
  

	3.	DELIVERY SCHEDULE 

 With reference to Aircraft bearing rank numbers 46 to 125, the
Parties hereby agree to delete clause 9.1 of the Second A320 Family Purchase Agreement, as substituted by clause 2.1.1 of Amendment No.5. as modified by clause 2 of Amendment No.7 and clauses 2 and 3 of Amendment N0.8, as substituted by clause 2.1.1
of Amendment No.9, clause 5 of Amendment No.10, clause 4 of Amendment No.11, clause 5 of Amendment No.12 clause 5 of Amendment No.13, clause 3 of Amendment No.14 clause 3 of Amendment No.15 end clause 3 of Amendment No.16, in its entirely and
replace it with the following: 
 QUOTE 
  

	 	9.1	Delivery schedule 

 9.1.1 Subject to the provisions of Clauses 2, 7, 8, 10 and 18 the Seller
shall have the Aircraft ready for Delivery at the Delivery Location in accordance with the following schedule: 

  

					
	A320F - LAN - AMDT 17 - Second A320 Family PA		
	Ref: CT1202039		Page 7 of 12		



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









											
	Scheduled Delivery Months
or Scheduled Delivery
Quarters	  	Rank
number	 	  	 Aircraft
type
	  	 Aircraft defined as

	2011	 	July	  	 	53	  	  	A320-200	  	First Batch of Incremental Aircraft
		 	July	  	 	55	  	  	A320-200	  	First Batch of Incremental Aircraft
		 	August	  	 	46	  	  	A320-200	  	First Batch of Incremental Aircraft
		 	September	  	 	47	  	  	A320-200	  	First Batch of Incremental Aircraft
		 	October	  	 	48	  	  	A320-200	  	First Batch of Incremental Aircraft
		 	November	  	 	49	  	  	A320-200	  	First Batch of Incremental Aircraft
		 	November	  	 	50	  	  	A320-200	  	First Batch of incremental Aircraft
		 	October	  	 	51	  	  	A319-100	  	First Batch of Incremental Aircraft
		 	November	  	 	52	  	  	A320-200	  	First Batch of Incremental Aircraft
		 	December	  	 	62	  	  	A320-200	  	First Batch of Incremental Aircraft
					
	2012	 	January	  	 	54	  	  	A319-100	  	Second Batch of Incremental Aircraft
		 	March	  	 	76	  	  	A319-100	  	2010 Incremental Aircraft
		 	April	  	 	64	  	  	A320-200	  	Second Batch of Incremental Aircraft
		 	May	  	 	66	  	  	A320-200	  	Second Batch of Incremental Aircraft
		 	June	  	 	77	  	  	A320-200	  	2010 Incremental Aircraft
		 	July	  	 	78	  	  	A320-200	  	2010 Incremental Aircraft
		 	July	  	 	65	  	  	A320-200	  	Second Batch of Incremental Aircraft
		 	August	  	 	67	  	  	A320-200	  	Second Batch of Incremental Aircraft
		 	September	  	 	79	  	  	A320-200	  	2010 Incremental Aircraft
		 	October	  	 	80	  	  	A320-200	  	2010 Incremental Aircraft
		 	November	  	 	68	  	  	A320-200	  	Second Batch of Incremental Aircraft
		 	December	  	 	69	  	  	A320-200	  	Second Batch of Incremental Aircraft
					
	2013	 	January	  	 	82	  	  	A320-200	  	2010 Incremental Aircraft
		 	January	  	 	81	  	  	A320-200	  	2010 Incremental Aircraft
		 	February	  	 	56	  	  	A320-200	  	Second Batch of Incremental Aircraft
		 	February	  	 	71	  	  	A320-200	  	Second Batch of Incremental Aircraft
		 	April	  	 	83	  	  	A320-200	  	2010 Incremental Aircraft
		 	April	  	 	84	  	  	A320-200	  	2010 Incremental Aircraft
		 	May	  	 	73	  	  	A320-200	  	Second Batch of Incremental Aircraft
		 	May	  	 	85	  	  	A320-200	  	2010 Incremental Aircraft
		 	July	  	 	58	  	  	A320-200	  	Second Batch of Incremental Aircraft
		 	July	  	 	59	  	  	A320-200	  	Second Batch of Incremental Aircraft
		 	August	  	 	74	  	  	A320-200	  	Second Batch of Incremental Aircraft
		 	October	  	 	60	  	  	A320-200	  	Second Batch of incremental Aircraft
		 	November	  	 	75	  	  	A320-200	  	Second Batch of Incremental Aircraft
		 	December	  	 	70	  	  	A320-200	  	Second Batch of Incremental Aircraft
					
	2014	 	January	  	 	61	  	  	A320-200	  	Second Batch of Incremental Aircraft
		 	February	  	 	86	  	  	A320-200	  	2010 Incremental Aircraft
		 	February	  	 	87	  	  	A321-200	  	2010 Incremental Aircraft
		 	April	  	 	57	  	  	A320-200	  	Second Batch of Incremental Aircraft
		 	May	  	 	88	  	  	A321-200	  	2010 Incremental Aircraft
		 	June	  	 	89	  	  	A320-200	  	2010 Incremental Aircraft
		 	June	  	 	90	  	  	A321-200	  	2010 Incremental Aircraft


  

					
	A320F - LAN - AMDT 17 - Second A320 Family PA	  	
	Ref: CT1202039	  	Page 8 of 12	  	



  









											
			June		 	91	  		A321-200		2010 Incremental Aircraft
			July		 	63	  		A320-200		Second Batch of Incremental Aircraft
			December		 	94	  		A321-200		2010 Incremental Aircraft
			December		 	98	  		A321-200		2010 Incremental Aircraft
			December		 	101	  		A321-200		2010 Incremental Aircraft
				
	 [***] [***] 
 [***] [***]
		 	105	  		A321-200		2010 Incremental Aircraft
		 	96	  		A321-200		2010 Incremental Aircraft
		 	72	  		A321-200		Second Batch of Incremental Aircraft
		 	109	  		A321-200		2010 Incremental Aircraft
		 	93	  		A321-200		2010 Incremental Aircraft
		 	103	  		A321-200		2010 Incremental Aircraft
		 	113	  		A321-200		2010 Incremental Aircraft
		 	92	  		A321-200		2010 Incremental Aircraft

 9.1.2 [***] 

9.1.3 [***] 
 UNQUOTE 

 

	4.	[***] 

 Clause 3.2 of Letter Agreement No. 1 to Amendment No.13 to the Purchase Agreement
is hereby deleted In its entirety and replace it as follows: 

  

					
	A320F - LAN - AMDT 17 - Second A320 Family PA		
	Ref: CT1202039		Page 9 of 12		



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








 QUOTE 

3.2 Special Condition 
 [***] 

[***] 
 UNQUOTE 

  

					
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	Ref: CT1202039		Page 10 of 12		



  
 “[***]” This information is
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	5.	EFFECT OF THE AMENDMENT 

  

	5.1	This Amendment No.17 contains the entire agreement between the Parties with respect to the subject matter hereof and supersedes any previous understanding, commitments or representations whatsoever, whether oral or
written. 

  

	5.2	The Purchase Agreement shall be deemed amended to the extent provided in this Amendment No.17 and, except as speciffically amended hereby, shall continue in full force and effect in accordance with its original terms.


  

	5.3	The Parties agree that this Amendment No.17 shall constitute an integral, non-severable part of the Purchase Agreement and be governed by all of its provisions. 


 

	5.4	In the event of any inconsistency between the terms and conditions of the Purchase Agreement and those of the present Amendment No.17, the latter shall prevail to the extent of such inconsistency, whereas the part not
concerned by such inconsistency shall remain in full force and effect. 

  

	5.5	This Amendment No.17 will not be modified or varied except by an instrument in writing executed by both Parties. 

  

	5.6	Each of the Parties hereto agree that the provisions of this Amendment No.17 are personal to it and will not without the prior written consent of the other Party disclose such information to any other person. However,


 [***] 
  

	5.7	The Parties agree that clause 21 of the Second A320 Family Purchase Agreement shall govern the assignability and transferability of each Party’s rights and obligations under this Amendment No.17. 


 

	5.8	This Amendment No.17 may be signed by the Parties hereto in separate counterparts, each of which when so signed and delivered will be an original, but all such counterparts will together constitute but one and the same
instrument. 

  

	5.9	This Amendment No.17 shall be governed by and construed in accordance with the laws of England. 


  

					
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	Ref: CT1202039		Page 11 of 12		



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








 IN WITNESS WHEREOF this Amendment No.17 to the Second A320 Family Purchase Agreement was duly entered into the
day and year first above written. 
  

									
	Agreed and Accepted				Agreed and Accepted
			
	For and on behalf of				For and on behalf of
			
	LATAM AIRLINES GROUP S.A.				AIRBUS S.A.S
			
					 Christophe Mourey

Senior Vice President Contracts

					
	By:		/s/ [eligible]				By:		 
	Its:		 				Its:		 
	Date:		 				Date:		 

  
 



 

  

					
	A320F - LAN - AMDT 17 - Second A320 Family PA		




	Ref: CT1202039		Page 12 of 12