EX-4.38.1



 Exhibit 4.38.1 

AMENDMENT N° 15 
 TO
THE A320/A330 
 PURCHASE AGREEMENT 

BETWEEN 
 AIRBUS S.A.S.

 AND 
 TAM
– LINHAS AEREAS S.A. 
 REF: CT1242567 

  

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








 AMENDMENT N° 15 

TO THE 
 A320/A330
PURCHASE AGREEMENT 
 This Amendment No. 15 is made as of the 18th day of February 2013 to the
A320/A330 Purchase Agreement signed on November 14, 2006, 
 Between 

AIRBUS S.A.S., having its principal office at: 
  

					
			 1, rond-point Maurice Bellonte
 31707 BLAGNAC
CEDEX
		
			
			FRANCE		

 and registered with the Toulouse Registre du Commerce under number RCS Toulouse 383 474 814 (hereinafter referred to as
“the Seller”) of the one part, 
 AND 

TAM – LINHAS AEREAS S.A., having its principal office at: 
  

					
			 Avenida Jurandir, 856, 4°andar, Lote 4,
 CEP
04072 - 000, Jardim CECI
 SAO PAULO - SP
		
			
			BRAZIL		

 (herein after 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 Seller and the Buyer have signed on November 14, 2006, an A320/A330 Purchase Agreement (Reference CCC 337.0068/06) covering the purchase by the Buyer and the sale by the Seller of certain A320 Family Aircraft
and A330-200 Aircraft which, together with all Exhibits, Appendixes, Letter Agreements, Amendment No. 1, dated as of January 21, 2008, Amendment No. 2, dated as of October 15, 2008, Amendment No. 3 dated January 12,
2009, Amendment No.4, dated as of July 1, 2009, Amendment No.5, dated as of December 24, 2009, Amendment No.6, dated as of March 4, 2010, Amendment No.7, dated as of July 28, 2010, Amendment No.8, dated as of April 29, 2011,
Amendment No.9, dated as of June 13, 2011, Amendment No.10, dated as of October 11, 2011, Amendment No.11, dated as of October 11, 2011, Amendment No.12, dated as of January 27, 2012, Amendment No. 13, dated as of
November 30, 2012 and Amendment No. 14, dated as of December 14, 2012 incorporated therein is hereinafter referred to as the “Agreement”. 


 

	B-	The Buyer and the Seller have agreed to make some changes to the Scheduled Delivery Month of certain A320 Family Aircraft. 


  

			
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 NOW THEREFORE IT IS AGREED AS FOLLOWS: 

 

	1.	A320 FAMILY RESCHEDULING 

  

	1.1	The Buyer has requested to the Seller, and the Seller has agreed to reschedule the delivery of Aircraft identified by rank numbers 98, 107 and 109 as follows: 


 

											
	 Aircraft

Rank
	  	 CAC_Id
	  	 Original

Scheduled
 Delivery

Month /

Quarter
	  	 Revised

Scheduled
 Delivery

Quarter
	  	 Aircraft

Type
	  	 Aircraft Batch

	98	  	242684	  	December 2013	  	March 2014	  	A320	  	Aircraft Nos 95-114
	107	  	284656	  	December 2013	  	May 2014	  	A320	  	Aircraft Nos 95-114
	109	  	284658	  	December 2013	  	June 2014	  	A320	  	Aircraft Nos 95-114

  

	1.2	New Delivery Schedule: As a result of the rescheduling set forth in Clause 1.1 above, Clause 9.1.1.1 of the Agreement is hereby amended and restated as follows: 


QUOTE 

9.1.1.1    A319 / A320 / A321 Aircraft 
  

							
	 Aircraft Rank
	 	 Aircraft

Type
	 	 Delivery

Month/Quarter
	  	 Aircraft defined as

	- Aircraft N° 64	 	A321	 	Aug-07	  	
	- Aircraft N° 65	 	A321	 	Aug-07	  	
	- Aircraft N° 66	 	A320	 	Oct-07	  	
	-Aircraft N° 67	 	A320	 	Oct-07	  	
	- Aircraft N° 68	 	A321	 	Nov-07	  	
	- Aircraft N° 69	 	A319	 	Nov-08	  	
	- Aircraft N° 70	 	A319	 	Jul-08	  	
	- Aircraft N° 71	 	A319	 	Aug-08	  	
	- Aircraft N° 72	 	A321	 	Feb-09	  	
	- Aircraft N° 73	 	A321	 	Jan-09	  	
	- Aircraft N° 74	 	A321	 	Mar-13	  	
	- Aircraft N° 75	 	A320	 	May-09	  	
	- Aircraft N° 76	 	A320	 	Dec-11	  	
	- Aircraft N° 77	 	A321	 	Jan-11	  	
	- Aircraft N° 78	 	A320	 	Dec-11	  	
	- Aircraft N° 79	 	A321	 	Apr-11	  	
	- Aircraft N° 80	 	A321	 	Jun-10	  	
	- Aircraft N° 81	 	A319	 	Jan-10	  	
	- Aircraft N° 82	 	A319	 	Jul-11	  	
	- Aircraft N° 83	 	A319	 	Jun-11	  	


  

			
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	 Aircraft Rank
	 	 Aircraft

Type
	 	 Delivery

Month/Quarter
	  	 Aircraft defined as

	- Aircraft N° 84	 	A321	 	Jun-10	  	
	- Aircraft N° 85	 	A320	 	Mar-12	  	
	- Aircraft N° 86	 	A320	 	Feb-12	  	
	- Aircraft N° 87	 	A320	 	Jun-13	  	
	- Aircraft N° 88	 	A320	 	Nov-13	  	
	- Aircraft N° 89	 	A319	 	Jun-11	  	
	- Aircraft N° 90	 	A320	 	Jul-12	  	
	- Aircraft N° 91	 	A320	 	Mar-12	  	
	- Aircraft N° 92	 	A320	 	Oct-10	  	
	- Aircraft N° 93	 	A320	 	Jun-12	  	
	- Aircraft N° 94	 	A320	 	Nov-13	  	
	-Aircraft N° 95	 	A320	 	Aug-12	  	Aircraft Nos 95-114
	- Aircraft N° 96	 	A320	 	[***] 2015	  	Aircraft Nos 95-114
	- Aircraft N° 97	 	A320	 	Oct-12	  	Aircraft Nos 95-114
	- Aircraft N° 98	 	A320	 	Mar-14	  	Aircraft Nos 95-114
	- Aircraft N° 99	 	A320	 	Nov-13	  	Aircraft Nos 95-114
	- Aircraft N° 100	 	A320	 	Aug-13	  	Aircraft Nos 95-114
	- Aircraft N° 101	 	A320	 	May-13	  	Aircraft Nos 95-114
	- Aircraft N° 102	 	A320	 	Jun-13	  	Aircraft Nos 95-114
	- Aircraft N° 103	 	A320	 	Apr-13	  	Aircraft Nos 95-114
	- Aircraft N° 104	 	A320	 	Jul-13	  	Aircraft Nos 95-114
	- Aircraft N° 105	 	A320	 	Sep-13	  	Aircraft Nos 95-114
	- Aircraft N° 106	 	A320	 	Sep-13	  	Aircraft Nos 95-114
	- Aircraft N° 107	 	A320	 	May-14	  	Aircraft Nos 95-114
	- Aircraft N° 108	 	A320	 	Oct-13	  	Aircraft Nos 95-114
	-Aircraft N° 109	 	A320	 	Jun-14	  	Aircraft Nos 95-114
	- Aircraft N° 110	 	A319	 	Oct-12	  	Aircraft Nos 95-114
	- Aircraft N° 111	 	A320	 	May-12	  	Aircraft Nos 95-114
	- Aircraft N° 112	 	A319	 	[***] 2015	  	Aircraft Nos 95-114
	- Aircraft N° 113	 	A320	 	Mar-12	  	Aircraft Nos 95-114
	- Aircraft N° 114	 	A320	 	[***] 2015	  	Aircraft Nos 95-114
	- Aircraft N° 115	 	A321	 	Jan-14	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 116	 	A320	 	Feb-14	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 117	 	A320	 	Mar-14	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 118	 	A321	 	Apr-14	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 119	 	A321	 	[***] 2015	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 120	 	A319	 	Jun-14	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 121	 	A321	 	Sep-14	  	2010 A320 Family Incremental Aircraft


  

			
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	 Aircraft Rank
	 	 Aircraft

Type
	 	 Delivery

Month/Quarter
	  	 Aircraft defined as

	- Aircraft N° 122	 	A320	 	Aug-14	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 123	 	A319	 	Jul-14	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 124	 	A321	 	Dec-14	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 125	 	A320	 	Nov-14	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 126	 	A319	 	Dec-14	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 127	 	A321	 	[***] 15	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 128	 	A320	 	[***] 15	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 129	 	A319	 	[***] 15	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 130	 	A319	 	[***] 15	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 131	 	A321	 	[***] 2015	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 132	 	A320	 	[***] 2015	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 133	 	A321	 	[***] 2015	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 134	 	A320	 	[***] 2015	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 135	 	A320	 	[***] 2016	  	2011 A320 Family Incremental Aircraft
	- Aircraft N° 136	 	A320	 	[***] 2016	  	2011 A320 Family Incremental Aircraft
	- Aircraft N° 137	 	A320	 	[***] 2016	  	2011 A320 Family Incremental Aircraft
	- Aircraft N° 138	 	A320	 	[***] 2016	  	2011 A320 Family Incremental Aircraft
	- Aircraft N° 139	 	A320	 	[***] 2016	  	2011 A320 Family Incremental Aircraft
	- Aircraft N° 140	 	A320	 	[***] 2016	  	2011 A320 Family Incremental Aircraft
	- Aircraft N° 141	 	A320	 	[***] 2017	  	2011 A320 Family Incremental Aircraft
	- Aircraft N° 142	 	A320	 	[***] 2017	  	2011 A320 Family Incremental Aircraft
	- Aircraft N° 143	 	A320	 	[***] 2017	  	2011 A320 Family Incremental Aircraft
	- Aircraft N° 144	 	A320	 	[***] 2017	  	2011 A320 Family Incremental Aircraft
				
	- [***]Aircraft N° 145	 	A320	 	[***] 2016	  	2011 A320 [***] Family Aircraft


  

			
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	 Aircraft Rank
	 	 Aircraft

Type
	 	 Delivery

Month/Quarter
	  	 Aircraft defined as

	-[***] Aircraft N° 146	 	A320	 	[***] 2016	  	2011 A320 [***] Family Aircraft
	-[***] Aircraft N° 147	 	A320	 	[***] 2017	  	2011 A320 [***] Family Aircraft
	-[***] Aircraft N° 148	 	A320	 	[***] 2017	  	2011 A320 [***] Family Aircraft
	-[***] Aircraft N° 149	 	A320	 	[***] 2017	  	2011 A320 [***] Family Aircraft
	-[***] Aircraft N° 150	 	A320	 	[***] 2017	  	2011 A320 [***] Family Aircraft
	-[***] Aircraft N° 151	 	A320	 	[***] 2017	  	2011 A320 [***] Family Aircraft
	-[***] Aircraft N° 152	 	A320	 	[***] 2017	  	2011 A320 [***] Family Aircraft
	-[***] Aircraft N° 153	 	A320	 	[***] 2017	  	2011 A320 [***] Family Aircraft
	-[***] Aircraft N° 154	 	A320	 	[***] 2017	  	2011 A320 [***] Family Aircraft
	-[***] Aircraft N° 155	 	A320	 	[***] 2018	  	2011 A320 [***] Family Aircraft
	-[***] Aircraft N° 156	 	A320	 	[***] 2018	  	2011 A320 [***] Family Aircraft
	-[***] Aircraft N° 157	 	A320	 	[***] 2018	  	2011 A320 [***] Family Aircraft
	-[***] Aircraft N° 158	 	A320	 	[***] 2018	  	2011 A320 [***] Family Aircraft
	-[***] Aircraft N° 159	 	A320	 	[***] 2018	  	2011 A320 [***] Family Aircraft
	-[***] Aircraft N° 160	 	A320	 	[***] 2018	  	2011 A320 [***] Family Aircraft
	-[***] Aircraft N° 161	 	A321	 	[***] 2018	  	2011 A320 [***] Family Aircraft
	-[***] Aircraft N° 162	 	A321	 	[***] 2018	  	2011 A320 [***] Family Aircraft
	-[***] Aircraft N° 163	 	A321	 	[***] 2018	  	2011 A320 [***] Family Aircraft
	-[***] Aircraft N° 164	 	A321	 	[***] 2018	  	2011 A320 [***] Family Aircraft
	-[***] Aircraft N° 165	 	A321	 	[***] 2018	  	2011 A320 [***] Family Aircraft
	-[***] Aircraft N° 166	 	A321	 	[***] 2018	  	2011 A320 [***] Family Aircraft

  

	1.3	Pre-delivery payment: 

 As a result of the Aircraft rescheduling set forth in
Clause 1.1 above, the Parties hereby agree the Buyer shall [***], being the amount previously paid by the 

  

			
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Buyer in respect of Aircraft ranks 98, 107 and 109 and no longer due in accordance with the Predelivery Payment schedule, and this amount [***] under the Agreement. 

 

	1.4	Propulsion System and BFE: 

 The Buyer is responsible for communicating the above
changes to the relevant Propulsion Systems and BFE suppliers and ensuring the availability of the relevant Propulsion Systems and BFE in accordance with the change contemplated in this Amendment No. 15. 

The parties are currently in discussions regarding the Buyer’s selection of Propulsion Systems for Aircraft rank 115 through, and
including, Aircraft rank 134. 
  

	2.	CONFIDENTIALITY 

 This Amendment No. 15 is subject to the confidentiality provisions
set forth in Clause 22.10 of the Agreement. 
  

	3.	LAW AND JURISDICTION 

 This Amendment No. 15 shall be governed by and construed in
accordance with the laws of England. Any dispute arising out of or in connection with this No. 15 shall be within the exclusive jurisdiction of the Courts of England. 
  

	4.	MISCELLANEOUS PROVISIONS 

 If not otherwise expressly stated in this Amendment
No. 15, the Agreement, its Exhibits and Letter Agreements shall apply also to this Amendment No 15. 
 This Amendment No. 15
supersedes any previous understandings, commitments or representations whatsoever oral or written with respect to the matters referred to herein. 

The Agreement between the Seller and the Buyer shall be deemed amended to the extent herein provided, and, except as specifically amended
hereby, shall continue in full force and effect in accordance with its original terms. 
 Capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned thereto in the Agreement. 
 In the event of any inconsistency between the Agreement and the
present Amendment No. 15, the latter shall prevail to the extent of said inconsistency. 

  

			
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	5.	SEVERABILITY 

 In the event that any provision of this Amendment No. 15 should for
any reason be held ineffective, the remainder of this Amendment No. 15 shall remain in full force and effect. To the extent permitted by applicable law, each party hereto hereby waives any provision of law which renders any provision of this
Amendment No. 15 prohibited or unenforceable in any respect. Any provisions of this Amendment No. 15 which may prove to be or become, illegal, invalid or unenforceable in whole or in part, shall as far as reasonably possible, and subject
to applicable law, be performed in accordance with the spirit and purpose of this Amendment No. 15. 
 This Amendment No 15 has been executed in two
(2) original specimens which are in English. 

  

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

							
	For and on behalf of				For and on behalf of
			
	TAM - LINHAS AEREAS S.A.				AIRBUS S.A.S.
			
					




	Name:				Name:		Christophe Mourey
				
	Title:				Title:		Senior Vice President Contracts
				
	Name:						
				
	Title:						


  

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

									
	For and on behalf of		For and on behalf of
		
	TAM - LINHAS AEREAS S.A.		AIRBUS S.A.S.
					
			



						
	Name:		JOSE MALUF				Name:		
					
	Title:		 VP Flota Latam
 LATAM Airlines Group
S.A.
				Title:		
					
			



						
	Name:		FELIPE CAMPOS						
					
	Title:		 Director Leasing Flota Latam
 LATAM Airlines
Group S.A.
						


  

			
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 AMENDMENT N° 16 

TO THE A320/A330 

PURCHASE AGREEMENT 

BETWEEN 
 AIRBUS S.A.S.

 AND 
 TAM
– LINHAS AEREAS S. A. 
 REF: CT1242567 

  

			
	A320/A330 PA – TAM – Amdt. 16 – CT1242567- 2/2013		Page 1 of 14

  
 



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








 AMENDMENT N° 16 

TO THE 
 A320/A330
PURCHASE AGREEMENT 
 This Amendment No. 16 is made as of the 27th day of February 2013 to the
A320/A330 Purchase Agreement signed on November 14, 2006, 
 Between 

AIRBUS S.A.S., having its principal office at: 
  

					
			 1, rond-point Maurice Bellonte
 31707 BLAGNAC
CEDEX
		
			
			FRANCE		

 and registered with the Toulouse Registre du Commerce under number RCS Toulouse 383 474 814 (hereinafter referred to as
“the Seller”) of the one part, 
 AND 

TAM – LINHAS AEREAS S.A., having its principal office at: 
  

					
			Avenida Jurandir, 856, 4° andar, Lote 4,		
			CEP 04072 - 000, Jardim CECI		
			SAO PAULO - SP		
			
			BRAZIL		

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








 WHEREAS 
  

	A-	The Seller and the Buyer have signed on November 14, 2006, an A320/A330 Purchase Agreement (Reference CCC 337.0068/06) covering the purchase by the Buyer and the sale by the Seller of certain A320 Family Aircraft
and A330-200 Aircraft which, together with all Exhibits, Appendixes, Letter Agreements, Amendment No. 1, dated as of January 21, 2008, Amendment No. 2, dated as of October 15, 2008, Amendment No. 3 dated January 12,
2009, Amendment No. 4, dated as of July 1, 2009, Amendment No. 5, dated as of December 24, 2009, Amendment No. 6, dated as of March 4, 2010, Amendment No. 7, dated as of July 28, 2010, Amendment No. 8, dated as of April 29,
2011, Amendment No. 9, dated as of June 13, 2011, Amendment No. 10, dated as of October 11, 2011, Amendment No. 11, dated as of October 11, 2011, Amendment No. 12, dated as of January 27, 2012, Amendment No. 13,
dated as of November 30, 2012 Amendment No. 14, dated as of December 14, 2012 and Amendment No. 15, dated as of February 18, 2013 incorporated therein is hereinafter referred to as the “Agreement”.


  

	B-	The Buyer and the Seller have agreed to [***] of certain A320 Family Aircraft. 

  

	C-	The Buyer and the Seller have agreed to make some changes to the Scheduled Delivery Month and Scheduled Delivery Quarter of certain A320 Family Aircraft. 


 

	D-	The Buyer and the Seller have agreed to make certain [***] the Propulsion Systems and NEO Propulsion Systems for certain Aircraft. 


  

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








 NOW THEREFORE IT IS AGREED AS FOLLOWS: 

 

	1.	A320 FAMILY TYPE CONVERSION AND RESCHEDULING 

  

	1.1	The Buyer has requested to the Seller, and the Seller has agreed to [***] A320 Family Aircraft (the “[***] Aircraft”) and to reschedule the delivery of i) Aircraft identified by rank number 121 and ii)
to certain [***] Aircraft as follows: 

  

													
	 Aircraft

Rank
	 	 CAC_Id
	 	 [***]

Scheduled
 Delivery

Month /

Quarter
	 	 [***]

Scheduled
 Delivery

Quarter
	 	 [***]

Aircraft

Type
	 	 [***]

Aircraft

Type
	 	 Aircraft Batch

	96	 	[***]	 	 [***]

2015
	 	 [***]

2015
	 	A320	 	A321	 	Aircraft Nos 95-114
	112	 	[***]	 	 [***]

2015
	 	 [***]

2015
	 	A319	 	A321	 	Aircraft Nos 95-114
	114	 	[***]	 	 [***]

2015
	 	 [***]

2015
	 	A320	 	A321	 	Aircraft Nos 95-114
	120	 	[***]	 	June 2014	 	 [***]

2016
	 	A319	 	A321	 	2010 A320 Family Incremental Aircraft
	121	 	[***]	 	 September

2014
	 	 November

2014
	 	A321	 	A321	 	2010 A320 Family Incremental Aircraft
	122	 	[***]	 	 August

2014
	 	 [***]

2016
	 	A320	 	A321	 	2010 A320 Family Incremental Aircraft
	123	 	[***]	 	July 2014	 	 [***]

2016
	 	A319	 	A321	 	2010 A320 Family Incremental Aircraft
	125	 	[***]	 	 November

2014
	 	 [***]

2016
	 	A320	 	A321	 	2010 A320 Family Incremental Aircraft
	126	 	[***]	 	 [***]

2014
	 	 [***]

2016
	 	A319	 	A321	 	2010 A320 Family Incremental Aircraft
	128	 	[***]	 	 [***]

2015
	 	 [***]

2016
	 	A320	 	A321	 	2010 A320 Family Incremental Aircraft
	129	 	[***]	 	 [***]

2015
	 	 [***]

2016
	 	A319	 	A321	 	2010 A320 Family Incremental Aircraft
	130	 	[***]	 	 [***]

2015
	 	 [***]

2016
	 	A319	 	A321	 	2010 A320 Family Incremental Aircraft
	132	 	[***]	 	 [***]

2015
	 	 [***]

2016
	 	A320	 	A321	 	2010 A320 Family Incremental Aircraft
	134	 	[***]	 	 [***]

2015
	 	 [***]

2015
	 	A320	 	A321	 	2010 A320 Family Incremental Aircraft


  

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









													
	 Aircraft

Rank
	 	 CAC_Id
	 	 [***]

Scheduled
 Delivery

Month /

Quarter
	 	 [***]

Scheduled
 Delivery

Quarter
	 	 [***]

Aircraft

Type
	 	 [***]

Aircraft

Type
	 	 Aircraft Batch

	135	 	[***]	 	[***]	 	[***]	 	A320	 	A321	 	2011 A320 Family Incremental Aircraft
	136	 	[***]	 	 1st Quarter

2016
	 	 1st Quarter

2016
	 	A320	 	A321	 	2011 A320 Family Incremental Aircraft
	137	 	[***]	 	[***]	 	[***]	 	A320	 	A321	 	2011 A320 Family Incremental Aircraft
	138	 	[***]	 	[***]	 	[***]	 	A320	 	A321	 	2011 A320 Family Incremental Aircraft
	139	 	[***]	 	[***]	 	[***]	 	A320	 	A321	 	2011 A320 Family Incremental Aircraft
	140	 	[***]	 	[***]	 	[***]	 	A320	 	A321	 	2011 A320 Family Incremental Aircraft
	141	 	[***]	 	[***]	 	[***]	 	A320	 	A321	 	2011 A320 Family Incremental Aircraft
	142	 	[***]	 	[***]	 	[***]	 	A320	 	A321	 	2011 A320 Family Incremental Aircraft
	143	 	[***]	 	[***]	 	[***]	 	A320	 	A321	 	 2011 A320 Family

Incremental Aircraft

	144	 	[***]	 	[***]	 	[***]	 	A320	 	A321	 	2011 A320 Family Incremental Aircraft

  

	1.2	As a result of the Aircraft [***] set forth in Clause 1.1 above, Clause 1.1 of Amendment No. 7 is hereby amended and restated as follows: 


QUOTE 
  

	 	1.1	“Sale and Purchase: Pursuant to and in accordance with the terms and conditions contained in this Amendment N°7 (and incorporating the relevant provisions of the A320/A330 Purchase Agreement), the Seller shall
sell and deliver and the Buyer shall buy and take delivery of [***] A320 Aircraft and [***] A321 Aircraft (hereinafter collectively referred to as the “2010 A320 Family Incremental Aircraft”). 


  

			
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 UNQUOTE 

As a result of the Aircraft [***] set forth in Clause 1.1 above, Clause 0.1 of Amendment No. 10 is hereby amended and restated as follows:

 QUOTE 
 0.1 Sale and
Purchase: Pursuant to and in accordance with the terms and conditions contained in this Amendment N°10 (and incorporating the relevant provisions of the A320/A330 Purchase Agreement), the Seller shall sell and deliver and the Buyer shall buy
and take delivery of [***] A321 Aircraft (hereinafter collectively referred to as the “2011 A320 Family Incremental Aircraft”). 

UNQUOTE 
  

	1.3	New Delivery Schedule: As a result of the rescheduling [***] set forth in Clause 1.1 above, Clause 9.1.1.1 of the Agreement is hereby amended and restated as follows: 


QUOTE 
  

	 	9.1.1.1	A319 / A320 / A321 Aircraft 

  

							
	 Aircraft Rank
	  	 Aircraft

Type
	  	 Delivery

Month/Quarter
	  	 Aircraft defined as

	- Aircraft N° 64	  	A321	  	Aug-07	  	
	- Aircraft N° 65	  	A321	  	Aug-07	  	
	- Aircraft N° 66	  	A320	  	Oct-07	  	
	- Aircraft N° 67	  	A320	  	Oct-07	  	
	- Aircraft N° 68	  	A321	  	Nov-07	  	
	- Aircraft N° 69	  	A319	  	Nov-08	  	
	- Aircraft N° 70	  	A319	  	Jul-08	  	
	- Aircraft N° 71	  	A319	  	Aug-08	  	
	- Aircraft N° 72	  	A321	  	Feb-09	  	
	- Aircraft N° 73	  	A321	  	Jan-09	  	
	- Aircraft N° 74	  	A321	  	Mar-13	  	
	- Aircraft N° 75	  	A320	  	May-09	  	
	- Aircraft N° 76	  	A320	  	Dec-11	  	
	- Aircraft N° 77	  	A321	  	Jan-11	  	
	- Aircraft N° 78	  	A320	  	Dec-11	  	
	- Aircraft N° 79	  	A321	  	Apr-11	  	
	- Aircraft N° 80	  	A321	  	Jun-10	  	
	- Aircraft N° 81	  	A319	  	Jan-10	  	
	- Aircraft N° 82	  	A319	  	Jul-11	  	
	- Aircraft N° 83	  	A319	  	Jun-11	  	
	- Aircraft N° 84	  	A321	  	Jun-10	  	
	- Aircraft N° 85	  	A320	  	Mar-12	  	
	- Aircraft N° 86	  	A320	  	Feb-12	  	
	- Aircraft N° 87	  	A320	  	Jun-13	  	
	- Aircraft N° 88	  	A320	  	Nov-13	  	


  

			
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	 Aircraft Rank
	  	 Aircraft

Type
	  	 Delivery

Month/Quarter
	  	 Aircraft defined as

	- Aircraft N° 89	  	A319	  	Jun-11	  	
	- Aircraft N° 90	  	A320	  	Jul-12	  	
	- Aircraft N° 91	  	A320	  	Mar-12	  	
	- Aircraft N° 92	  	A320	  	Oct-10	  	
	- Aircraft N° 93	  	A320	  	Jun-12	  	
	- Aircraft N° 94	  	A320	  	Nov-13	  	
	- Aircraft N° 95	  	A320	  	Aug-12	  	Aircraft Nos 95-114
	- Aircraft N° 96	  	A321	  	[***] 2015	  	Aircraft Nos 95-114
	- Aircraft N° 97	  	A320	  	Oct-12	  	Aircraft Nos 95-114
	- Aircraft N° 98	  	A320	  	Mar-14	  	Aircraft Nos 95-114
	- Aircraft N° 99	  	A320	  	Nov-13	  	Aircraft Nos 95-114
	- Aircraft N° 100	  	A320	  	Aug-13	  	Aircraft Nos 95-114
	- Aircraft N° 101	  	A320	  	May-13	  	Aircraft Nos 95-114
	- Aircraft N° 102	  	A320	  	Jun-13	  	Aircraft Nos 95-114
	- Aircraft N° 103	  	A320	  	Apr-13	  	Aircraft Nos 95-114
	- Aircraft N° 104	  	A320	  	Jul-13	  	Aircraft Nos 95-114
	- Aircraft N° 105	  	A320	  	Sep-13	  	Aircraft Nos 95-114
	- Aircraft N° 106	  	A320	  	Sep-13	  	Aircraft Nos 95-114
	- Aircraft N° 107	  	A320	  	May-14	  	Aircraft Nos 95-114
	- Aircraft N° 108	  	A320	  	Oct-13	  	Aircraft Nos 95-114
	- Aircraft N° 109	  	A320	  	Jun-14	  	Aircraft Nos 95-114
	- Aircraft N° 110	  	A319	  	Oct-12	  	Aircraft Nos 95-114
	- Aircraft N° 111	  	A320	  	May-12	  	Aircraft Nos 95-114
	- Aircraft N° 112	  	A321	  	[***] 2015	  	Aircraft Nos 95-114
	- Aircraft N° 113	  	A320	  	Mar-12	  	Aircraft Nos 95-114
	- Aircraft N° 114	  	A321	  	[***] 2015	  	Aircraft Nos 95-114
	- Aircraft N° 115	  	A321	  	Jan-14	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 116	  	A320	  	Feb-14	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 117	  	A320	  	Mar-14	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 118	  	A321	  	Apr-14	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 119	  	A321	  	[***] 2015	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 120	  	A321	  	[***] 2016	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 121	  	A321	  	Nov-14	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 122	  	A321	  	[***] 2016	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 123	  	A321	  	[***] 2016	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 124	  	A321	  	Dec-14	  	2010 A320 Family Incremental Aircraft


  

			
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	 Aircraft Rank
	  	 Aircraft

Type
	  	 Delivery

Month/Quarter
	  	 Aircraft defined as

	- Aircraft N° 125	  	A321	  	[***] 2016	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 126	  	A321	  	[***] 2016	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 127	  	A321	  	[***] -15	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 128	  	A321	  	[***] 2016	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 129	  	A321	  	[***] 2016	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 130	  	A321	  	[***] 2016	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 131	  	A321	  	[***] 2015	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 132	  	A321	  	[***] 2016	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 133	  	A321	  	[***] 2015	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 134	  	A321	  	[***] 2015	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 135	  	A321	  	[***] 2016	  	2011 A320 Family Incremental Aircraft
	- Aircraft N° 136	  	A321	  	[***] 2016	  	2011 A320 Family Incremental Aircraft
	- Aircraft N° 137	  	A321	  	[***] 2016	  	2011 A320 Family Incremental Aircraft
	- Aircraft N° 138	  	A321	  	[***] 2016	  	2011 A320 Family Incremental Aircraft
	- Aircraft N° 139	  	A321	  	[***] 2016	  	2011 A320 Family Incremental Aircraft
	- Aircraft N° 140	  	A321	  	[***] 2016	  	2011 A320 Family Incremental Aircraft
	- Aircraft N° 141	  	A321	  	[***] 2017	  	2011 A320 Family Incremental Aircraft
	- Aircraft N° 142	  	A321	  	[***] 2017	  	2011 A320 Family Incremental Aircraft
	- Aircraft N° 143	  	A321	  	[***] 2017	  	2011 A320 Family Incremental Aircraft
	- Aircraft N° 144	  	A321	  	[***] 2017	  	2011 A320 Family Incremental Aircraft
				
	-[***] Aircraft N° 145	  	A320	  	[***] 2016	  	2011 A320 [***] Family Aircraft
	-[***] Aircraft N° 146	  	A320	  	[***] 2016	  	2011 A320 [***] Family Aircraft
	-[***] Aircraft N° 147	  	A320	  	[***] 2017	  	2011 A320 [***] Family Aircraft
	-[***] Aircraft N° 148	  	A320	  	[***] 2017	  	2011 A320 [***] Family Aircraft


  

			
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	 Aircraft Rank
	  	 Aircraft

Type
	  	 Delivery

Month/Quarter
	  	 Aircraft defined as

	-[***] Aircraft N° 149	  	A320	  	[***] 2017	  	2011 A320 [***] Family Aircraft
	-[***] Aircraft N° 150	  	A320	  	[***] 2017	  	2011 A320 [***] Family Aircraft
	-[***] Aircraft N° 151	  	A320	  	[***] 2017	  	2011 A320 [***] Family Aircraft
	-[***] Aircraft N° 152	  	A320	  	[***] 2017	  	2011 A320 [***] Family Aircraft
	-[***] Aircraft N° 153	  	A320	  	[***] 2017	  	2011 A320 [***] Family Aircraft
	-[***] Aircraft N° 154	  	A320	  	[***] 2017	  	2011 A320 [***] Family Aircraft
	-[***] Aircraft N° 155	  	A320	  	[***] 2018	  	2011 A320 [***] Family Aircraft
	-[***] Aircraft N° 156	  	A320	  	[***] 2018	  	2011 A320 [***] Family Aircraft
	-[***] Aircraft N° 157	  	A320	  	[***] 2018	  	2011 A320 [***] Family Aircraft
	-[***] Aircraft N° 158	  	A320	  	[***] 2018	  	2011 A320 [***] Family Aircraft
	-[***] Aircraft N° 159	  	A320	  	[***] 2018	  	2011 A320 [***] Family Aircraft
	-[***] Aircraft N° 160	  	A320	  	[***] 2018	  	2011 A320 [***] Family Aircraft
	-[***] Aircraft N° 161	  	A321	  	[***] 2018	  	2011 A320 [***] Family Aircraft
	-[***] Aircraft N° 162	  	A321	  	[***] 2018	  	2011 A320 [***] Family Aircraft
	-[***] Aircraft N° 163	  	A321	  	[***] 2018	  	2011 A320 [***] Family Aircraft
	-[***] Aircraft N° 164	  	A321	  	[***] 2018	  	2011 A320 [***] Family Aircraft
	-[***] Aircraft N° 165	  	A321	  	[***] 2018	  	2011 A320 [***] Family Aircraft
	-[***] Aircraft N° 166	  	A321	  	[***] 2018	  	2011 A320 [***] Family Aircraft

  

	1.4	Pre-delivery payment: 

 The Predelivery Payments paid to date in respect of the
[***] Aircraft and Aircraft identified by rank number 121 totals [***] As a result of the Aircraft [***] rescheduling set forth in Clause 1.1 above, the parties hereby agree the Buyer shall [***] in respect of the [***] Aircraft, and [***] in
accordance with the Predelivery Payment schedule and this amount [***] under the Agreement. This amount when [***] as of the date hereof. 

  

			
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	1.5	Propulsion System and BFE: 

  

	1.5.1	The Buyer will notify the relevant Propulsion Systems and BFE suppliers of the changes in the delivery schedule [***] effected pursuant to Clause 1.3 and will ensure the availability of the relevant Propulsion Systems
and BFE in accordance with the requirements of the Agreement. The Buyer will also notify the relevant Propulsion Systems suppliers of any changes effected pursuant to Clause 1.5.2 and ensure the availability of the selected Propulsion Systems.


  

	1.5.2	Notwithstanding anything to the contrary in the Agreement, the Buyer will provide written notice to the Seller of its choice of Propulsion Systems with respect to the Aircraft rank 119 through and including rank 134 no
later than [***] 

 The Buyer has previously notified the Seller that Aircraft rank 115 through and including rank 118 will be
equipped with CFM International 56-5B4/P engines for the A320-200 type Aircraft and International Aero Engine V2533-A5 engines for the A321-200 type Aircraft. 

The Buyer has also previously notified the Seller of its Propulsion Systems selection with respect to Aircraft ranks 96, 112 and 114, [***]

  

	1.5.3	The last sentence in Clause 2.3 of Amendment No. 11 is hereby amended and restated as follows: 


QUOTE 
 The Buyer will provide
written notice of its choice of NEO Propulsion Systems with respect to the A320 NEO Family Aircraft no later than [***] for the Aircraft with the New Engine Option scheduled to be delivered up to and including [***] pursuant to Clause 9.1.1.1. For
the Aircraft with the New Engine Option scheduled to be delivered from and including the [***] the Buyer shall notify the Seller in writing [***] prior to the Scheduled Delivery Month of such Aircraft. 

UNQUOTE 
  

	1.5.4	If the Buyer does not notify the Seller of its choice of Propulsion Systems or NEO Propulsion Systems on the dates and in the manner specified in the Agreement, then, in addition to any other rights or remedies
available to the Seller under the Agreement or at law, [***] 


  

			
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 [***] 

  

			
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	1.6	Escalation: 

 Clause 1.1(ii) of Letter Agreement No. 2 to Amendment No. 7 of
the Agreement shall be amended, in respect of Aircraft identified by rank numbers 120, 122, 123, 125, 126, 128, 129, 130 & 132, by deleting each and every reference to the date [***] and replacing it with the date [***] 

 

	2.	CONFIDENTIALITY 

 This Amendment No. 16 is subject to the confidentiality provisions set
forth in Clause 22.10 of the Agreement. 
  

	3.	LAW AND JURISDICTION 

 This Amendment No. 16 shall be governed by and construed in
accordance with the laws of England. Any dispute arising out of or in connection with this No. 16 shall be within the exclusive jurisdiction of the Courts of England. 
  

	4.	MISCELLANEOUS PROVISIONS 

 If not otherwise expressly stated in this Amendment
No. 16, the Agreement, its Exhibits and Letter Agreements shall apply also to this Amendment No 16. 
 This Amendment No. 16
supersedes any previous understandings, commitments or representations whatsoever oral or written with respect to the matters referred to herein. 

The Agreement between the Seller and the Buyer shall be deemed amended to the extent herein provided, and, except as specifically amended
hereby, shall continue in full force and effect in accordance with its original terms. 
 Capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned thereto in the Agreement. 
 In the event of any inconsistency between the Agreement and the
present Amendment No. 16, the latter shall prevail to the extent of said inconsistency. 
  

	5.	SEVERABILITY 

 In the event that any provision of this Amendment No. 16 should for
any reason be held ineffective, the remainder of this Amendment No. 16 shall remain in full force and effect. To the extent permitted by applicable law, each party hereto hereby waives any provision of law which renders any provision of this
Amendment No. 16 prohibited or unenforceable in any respect. Any provisions of this Amendment No. 16 which may prove to be or become, illegal, invalid or unenforceable in whole or in part, shall as far as reasonably possible, and subject to
applicable law, be performed in accordance with the spirit and purpose of this Amendment No. 16. 

  

			
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 This Amendment No 16 has been executed in two (2) original specimens which are in English. 

  

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

							
	For and on behalf of		For and on behalf of
		
	TAM - LINHAS AEREAS S.A.		AIRBUS S.A.S.
				
			



				
	Name:		Ruy Antonio Mendes Amparo		Name:		
				
	Title:		Vice President Director		Title:		
				
			



				
	Name:		José Zaidan Maluf				
				
	Title:		 Attorney-in-fact
 Procurador
				


  

			
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 AMENDMENT N° 17 

TO THE A320/A330 

PURCHASE AGREEMENT 

BETWEEN 
 AIRBUS S.A.S.

 AND 
 TAM
– LINHAS AEREAS S.A. 
 REF: CT1242567 

  

			
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 AMENDMENT N° 17 

TO THE 
 A320/A330
PURCHASE AGREEMENT 
 This Amendment No.17 is made as of the 19th day of August 2013 to the
A320/A330 Purchase Agreement signed on November 14, 2006, 
 Between 

AIRBUS S.A.S., having its principal office at: 

1, rond-point Maurice Bellonte 

31707 BLAGNAC CEDEX 

FRANCE 
 and registered with the Toulouse
Registre du Commerce under number RCS Toulouse 383 474 814 (hereinafter referred to as “the Seller”) of the one part, 
 AND 

TAM – LINHAS AEREAS S.A., having its principal office at: 

Avenida Jurandir, 856, 4°andar, Lote 4, 

CEP 04072 - 000, Jardim CECI 

SAO PAULO - SP 
 BRAZIL

 (herein after 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 Seller and the Buyer have signed on November 14, 2006, an A320/A330 Purchase Agreement (Reference CCC 337.0068/06) covering the purchase by the Buyer and the sale by the Seller of certain A320 Family
Aircraft and A330-200 Aircraft which, together with all Exhibits, Appendixes, Letter Agreements, Amendment No. 1, dated as of January 21, 2008, Amendment No. 2, dated as of October 15, 2008, Amendment No. 3 dated
January 12, 2009, Amendment No. 4, dated as of July 1, 2009, Amendment No. 5, dated as of December 24, 2009, Amendment No. 6, dated as of March 4, 2010, Amendment No. 7, dated as of July 28, 2010,
Amendment No. 8, dated as of April 29, 2011, Amendment No. 9, dated as of June 13, 2011, Amendment No. 10, dated as of October 11, 2011, Amendment No. 11, dated as of October 11, 2011, Amendment No. 12,
dated as of January 27, 2012, Amendment No. 13, dated as of November 30, 2012 Amendment No. 14, dated as of December 14, 2012, Amendment No. 15, dated as of February 18, 2013 and Amendment No. 16, dated as of
February 27, 2013 incorporated therein is hereinafter referred to as the “Agreement”. 

  

	B-	The Buyer and the Seller have agreed to make a change to the Scheduled Delivery Month of a certain A320 Family Aircraft. 

  

	C-	The Buyer wishes to make its selection of the Propulsion Systems and NEO Propulsion Systems for certain Aircraft. 


  

			
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 NOW THEREFORE IT IS AGREED AS FOLLOWS: 

 

	1.	A320 FAMILY [***] AND RESCHEDULING 

  

	1.1	The Parties have agreed to reschedule the delivery of one (1) Aircraft identified by rank number 118 as follows: 

  

											
	 Aircraft

Rank
	  	 CAC_Id
	  	 Original

Scheduled
 Delivery

Month /

Quarter
	  	 Revised

Scheduled
 Delivery

Quarter
	  	 Aircraft

Type
	  	 Aircraft Batch

	118	  	355733	  	April 2014	  	May 2014	  	A321	  	2010 A320 Family Incremental Aircraft

  

	1.2	New Delivery Schedule: As a result of the rescheduling set forth in Clause 1.1 above, Clause 9.1.1.1 of the Agreement is hereby amended and restated as follows: 


QUOTE 
  

	 	9.1.1.1	A319 / A320 / A321 Aircraft 

  

							
	 Aircraft Rank
	  	 Aircraft

Type
	  	 Delivery

Month/Quarter
	  	 Aircraft defined as

	- Aircraft N° 64	  	A321	  	Aug-07	  	
	- Aircraft N° 65	  	A321	  	Aug-07	  	
	- Aircraft N° 66	  	A320	  	Oct-07	  	
	- Aircraft N° 67	  	A320	  	Oct-07	  	
	- Aircraft N° 68	  	A321	  	Nov-07	  	
	- Aircraft N° 69	  	A319	  	Nov-08	  	
	- Aircraft N° 70	  	A319	  	Jul-08	  	
	- Aircraft N° 71	  	A319	  	Aug-08	  	
	- Aircraft N° 72	  	A321	  	Feb-09	  	
	- Aircraft N° 73	  	A321	  	Jan-09	  	
	- Aircraft N° 74	  	A321	  	Mar-13	  	
	- Aircraft N° 75	  	A320	  	May-09	  	
	- Aircraft N° 76	  	A320	  	Dec-11	  	
	- Aircraft N° 77	  	A321	  	Jan-11	  	
	- Aircraft N° 78	  	A320	  	Dec-11	  	
	- Aircraft N° 79	  	A321	  	Apr-11	  	
	- Aircraft N° 80	  	A321	  	Jun-10	  	
	- Aircraft N° 81	  	A319	  	Jan-10	  	
	- Aircraft N° 82	  	A319	  	Jul-11	  	
	- Aircraft N° 83	  	A319	  	Jun-11	  	
	- Aircraft N° 84	  	A321	  	Jun-10	  	
	- Aircraft N° 85	  	A320	  	Mar-12	  	
	- Aircraft N° 86	  	A320	  	Feb-12	  	


  

			
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	 Aircraft Rank
	  	 Aircraft

Type
	  	 Delivery

Month/Quarter
	  	 Aircraft defined as

	- Aircraft N° 87	  	A320	  	Jun-13	  	
	- Aircraft N° 88	  	A320	  	Nov-13	  	
	- Aircraft N° 89	  	A319	  	Jun-11	  	
	- Aircraft N° 90	  	A320	  	Jul-12	  	
	- Aircraft N° 91	  	A320	  	Mar-12	  	
	- Aircraft N° 92	  	A320	  	Oct-10	  	
	- Aircraft N° 93	  	A320	  	Jun-12	  	
	- Aircraft N° 94	  	A320	  	Nov-13	  	
	- Aircraft N° 95	  	A320	  	Aug-12	  	Aircraft Nos 95-114
	- Aircraft N° 96	  	A321	  	[***] 2015	  	Aircraft Nos 95-114
	- Aircraft N° 97	  	A320	  	Oct-12	  	Aircraft Nos 95-114
	- Aircraft N° 98	  	A320	  	Mar-14	  	Aircraft Nos 95-114
	- Aircraft N° 99	  	A320	  	Nov-13	  	Aircraft Nos 95-114
	- Aircraft N° 100	  	A320	  	Aug-13	  	Aircraft Nos 95-114
	- Aircraft N° 101	  	A320	  	May-13	  	Aircraft Nos 95-114
	- Aircraft N° 102	  	A320	  	Jun-13	  	Aircraft Nos 95-114
	- Aircraft N° 103	  	A320	  	Apr-13	  	Aircraft Nos 95-114
	- Aircraft N° 104	  	A320	  	Jul-13	  	Aircraft Nos 95-114
	- Aircraft N° 105	  	A320	  	Sep-13	  	Aircraft Nos 95-114
	- Aircraft N° 106	  	A320	  	Sep-13	  	Aircraft Nos 95-114
	- Aircraft N° 107	  	A320	  	May-14	  	Aircraft Nos 95-114
	- Aircraft N° 108	  	A320	  	Oct-13	  	Aircraft Nos 95-114
	- Aircraft N° 109	  	A320	  	Jun-14	  	Aircraft Nos 95-114
	- Aircraft N° 110	  	A319	  	Oct-12	  	Aircraft Nos 95-114
	- Aircraft N° 111	  	A320	  	May-12	  	Aircraft Nos 95-114
	- Aircraft N° 112	  	A321	  	[***] 2015	  	Aircraft Nos 95-114
	- Aircraft N° 113	  	A320	  	Mar-12	  	Aircraft Nos 95-114
	- Aircraft N° 114	  	A321	  	[***] 2015	  	Aircraft Nos 95-114
	- Aircraft N° 115	  	A321	  	Jan-14	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 116	  	A320	  	Feb-14	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 117	  	A320	  	Mar-14	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 118	  	A321	  	May-14	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 119	  	A321	  	[***] 2015	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 120	  	A321	  	[***] 2016	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 121	  	A321	  	Nov-14	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 122	  	A321	  	[***] 2016	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 123	  	A321	  	[***] 2016	  	2010 A320 Family Incremental Aircraft


  

			
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	 Aircraft Rank
	  	 Aircraft

Type
	  	 Delivery

Month/Quarter
	  	 Aircraft defined as

	- Aircraft N° 124	  	A321	  	Dec-14	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 125	  	A321	  	[***] 2016	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 126	  	A321	  	[***] 2016	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 127	  	A321	  	[***] 15	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 128	  	A321	  	[***] 2016	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 129	  	A321	  	[***] 2016	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 130	  	A321	  	[***] 2016	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 131	  	A321	  	[***] 2015	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 132	  	A321	  	[***] 2016	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 133	  	A321	  	[***] 2015	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 134	  	A321	  	[***] 2015	  	2010 A320 Family Incremental Aircraft
	- Aircraft N° 135	  	A321	  	[***] 2016	  	2011 A320 Family Incremental Aircraft
	- Aircraft N° 136	  	A321	  	[***] 2016	  	2011 A320 Family Incremental Aircraft
	- Aircraft N° 137	  	A321	  	[***] 2016	  	2011 A320 Family Incremental Aircraft
	- Aircraft N° 138	  	A321	  	[***] 2016	  	2011 A320 Family Incremental Aircraft
	- Aircraft N° 139	  	A321	  	[***] 2016	  	2011 A320 Family Incremental Aircraft
	- Aircraft N° 140	  	A321	  	[***] 2016	  	2011 A320 Family Incremental Aircraft
	- Aircraft N° 141	  	A321	  	[***] 2017	  	2011 A320 Family Incremental Aircraft
	- Aircraft N° 142	  	A321	  	[***] 2017	  	2011 A320 Family Incremental Aircraft
	- Aircraft N° 143	  	A321	  	[***] 2017	  	2011 A320 Family Incremental Aircraft
	- Aircraft N° 144	  	A321	  	[***] 2017	  	2011 A320 Family Incremental Aircraft
				
	- [***] Aircraft N° 145	  	A320	  	[***] 2016	  	 2011 A320 [***]

Family Aircraft

	- [***] Aircraft N° 146	  	A320	  	[***] 2016	  	 2011 A320 [***]

Family Aircraft

	- [***] Aircraft N° 147	  	A320	  	[***] 2017	  	 2011 A320 [***]

Family Aircraft



  

			
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	 Aircraft Rank
	  	 Aircraft

Type
	  	 Delivery

Month/Quarter
	  	 Aircraft defined as

	- [***] Aircraft N° 148	  	A320	  	2nd Quarter 2017	  	 2011 A320 [***]

Family Aircraft

	- [***] Aircraft N° 149	  	A320	  	2nd Quarter 2017	  	 2011 A320 [***]

Family Aircraft

	- [***] Aircraft N° 150	  	A320	  	3rd Quarter 2017	  	 2011 A320 [***]

Family Aircraft

	- [***] Aircraft N° 151	  	A320	  	3rd Quarter 2017	  	 2011 A320 [***]

Family Aircraft

	- [***] Aircraft N° 152	  	A320	  	4th Quarter 2017	  	 2011 A320 [***]

Family Aircraft

	- [***] Aircraft N° 153	  	A320	  	4th Quarter 2017	  	 2011 A320 [***]

Family Aircraft

	- [***] Aircraft N° 154	  	A320	  	4th Quarter 2017	  	 2011 A320 [***]

Family Aircraft

	- [***] Aircraft N° 155	  	A320	  	1st Quarter 2018	  	 2011 A320 [***]

Family Aircraft

	- [***] Aircraft N° 156	  	A320	  	1st Quarter 2018	  	 2011 A320 [***]

Family Aircraft

	- [***] Aircraft N° 157	  	A320	  	1st Quarter 2018	  	 2011 A320 [***]

Family Aircraft

	- [***] Aircraft N° 158	  	A320	  	2nd Quarter 2018	  	 2011 A320 [***]

Family Aircraft

	- [***] Aircraft N° 159	  	A320	  	2nd Quarter 2018	  	 2011 A320 [***]

Family Aircraft

	- [***] Aircraft N° 160	  	A320	  	2nd Quarter 2018	  	 2011 A320 [***]

Family Aircraft

	- [***] Aircraft N°161	  	A321	  	3rd Quarter 2018	  	 2011 A320 [***]

Family Aircraft

	- [***] Aircraft N° 162	  	A321	  	3rd Quarter 2018	  	 2011 A320 [***]

Family Aircraft

	- [***] Aircraft N° 163	  	A321	  	3rd Quarter 2018	  	 2011 A320 [***]

Family Aircraft

	- [***] Aircraft N° 164	  	A321	  	4th Quarter 2018	  	 2011 A320 [***]

Family Aircraft

	- [***] Aircraft N° 165	  	A321	  	4th Quarter 2018	  	 2011 A320 [***]

Family Aircraft

	- [***] Aircraft N° 166	  	A321	  	4th Quarter 2018	  	 2011 A320 [***]

Family Aircraft


  

	1.3	Propulsion System: 

  

	1.3.2	The Buyer hereby selects the following Propulsion Systems with respect to the Aircraft rank 96, 112, 114 and 119 through and including rank 134: 


for each A321 Aircraft: CFM INTERNATIONAL 56-5B3/3. 

  

			
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	1.3.3	The Buyer hereby selects the following NEO Propulsion Systems with respect to the A320 NEO Family Aircraft rank 145 through and including rank 160: 


for each A319 Aircraft: PRATT & WHITNEY PW1124G 

for each A320 Aircraft: PRATT & WHITNEY PW1127G 

for each A321 Aircraft: PRATT & WHITNEY PW1133G 
  

	2.	Specification – Design Weight 

 [***] 

 

	3.	Delivery Matters 

  

	3.1	[***] 

  

	3.2	[***] 

  

	4.	CONFIDENTIALITY 

 This Amendment No. 17 is subject to the confidentiality provisions
set forth in Clause 22.10 of the Agreement. 
  

	5.	LAW AND JURISDICTION 

 This Amendment No. 17 shall be governed by and construed in
accordance with the laws of England. Any dispute arising out of or in connection with this No. 17 shall be within the exclusive jurisdiction of the Courts of England. 

  

			
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	6.	MISCELLANEOUS PROVISIONS 

 If not otherwise expressly stated in this Amendment
No. 17, the Agreement, its Exhibits and Letter Agreements shall apply also to this Amendment No 17. 
 This Amendment No. 17
supersedes any previous understandings, commitments or representations whatsoever oral or written with respect to the matters referred to herein. 

The Agreement between the Seller and the Buyer shall be deemed amended to the extent herein provided, and, except as specifically amended
hereby, shall continue in full force and effect in accordance with its original terms. 
 Capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned thereto in the Agreement. 
 In the event of any inconsistency between the Agreement and the
present Amendment No. 17, the latter shall prevail to the extent of said inconsistency. 
 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. 

 

	7.	SEVERABILITY 

 In the event that any provision of this Amendment No. 17 should for
any reason be held ineffective, the remainder of this Amendment No. 17 shall remain in full force and effect. To the extent permitted by applicable law, each party hereto hereby waives any provision of law which renders any provision of this
Amendment No. 17 prohibited or unenforceable in any respect. Any provisions of this Amendment No. 17 which may prove to be or become, illegal, invalid or unenforceable in whole or in part, shall as far as reasonably possible, and subject
to applicable law, be performed in accordance with the spirit and purpose of this Amendment No. 17. 
 This Amendment No. 17 has been executed in
two (2) original specimens which are in English. 

  

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

									
	For and on behalf of				For and on behalf of
			
	TAM - LINHAS AEREAS S.A.				AIRBUS S.A.S.
					
	Name:						Name:		
					
	Title:						Title:		
					
	Name:								
					
	Title:								


  

			
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 AMENDMENT N° 18 

TO THE A320/A330 

PURCHASE AGREEMENT 

BETWEEN 
 AIRBUS S.A.S.

 AND 
 TAM
– LINHAS AEREAS S. A. 
 REF: CT1242567 

  

			
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 AMENDMENT N° 18 

TO THE 
 A320/A330
PURCHASE AGREEMENT 
 This Amendment No.18 is made as of the 15th day of July 2014 to the A320/A330
Purchase Agreement signed on November 14, 2006, 
 Between 

AIRBUS S.A.S., having its principal office at: 

1, rond-point Maurice Bellonte 

31707 BLAGNAC CEDEX 

FRANCE 
 and registered with the Toulouse
Registre du Commerce under number RCS Toulouse 383 474 814 (hereinafter referred to as “the Seller”) of the one part, 
 AND 

TAM – LINHAS AEREAS S.A., having its principal office at: 

Avenida Jurandir, 856, 4°andar, Lote 4, 

CEP 04072 - 000, Jardim CECI 

SAO PAULO - SP 
 BRAZIL

 (herein after 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 Seller and the Buyer have signed on November 14, 2006, an A320/A330 Purchase Agreement (Reference CCC 337.0068/06) covering the purchase by the Buyer and the sale by the Seller of certain A320 Family Aircraft
and A330-200 Aircraft which, together with all Exhibits, Appendixes, Letter Agreements, Amendment No. 1, dated as of January 21, 2008, Amendment No. 2, dated as of October 15, 2008, Amendment No. 3 dated January 12,
2009, Amendment No. 4, dated as of July 1, 2009, Amendment No. 5, dated as of December 24, 2009, Amendment No. 6, dated as of March 4, 2010, Amendment No. 7, dated as of July 28, 2010, Amendment No. 8, dated as of April 29,
2011, Amendment No. 9, dated as of June 13, 2011, Amendment No. 10, dated as of October 11, 2011, Amendment No. 11, dated as of October 11, 2011, Amendment No. 12, dated as of January 27, 2012, Amendment No. 13, dated as of
November 30, 2012 Amendment No. 14, dated as of December 14, 2012, Amendment No. 15, dated as of February 18, 2013, Amendment No. 16, dated as of February 27, 2013 and Amendment No. 17, dated as of
August 19, 2013 incorporated therein is hereinafter referred to as the “Agreement”. 

  

	B-	The Buyer and the Seller have agreed to change the terms and conditions of the [***] as specified herein. 


  

			
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 NOW THEREFORE IT IS AGREED AS FOLLOWS: 

 

	1.	[***] 

  

	2.	CONFIDENTIALITY 

 This Amendment No. 18 is subject to the confidentiality provisions
set forth in Clause 22.10 of the Agreement. 
  

	3.	LAW AND JURISDICTION 

 This Amendment No. 18 shall be governed by and construed in
accordance with the laws of England. Any dispute arising out of or in connection with this No. 18 shall be within the exclusive jurisdiction of the Courts of England. 
  

	4.	MISCELLANEOUS PROVISIONS 

 If not otherwise expressly stated in this Amendment
No. 18, the Agreement, its Exhibits and Letter Agreements shall apply also to this Amendment No 18. 
 This Amendment No. 18
supersedes any previous understandings, commitments or representations whatsoever oral or written with respect to the matters referred to herein. 

The Agreement between the Seller and the Buyer shall be deemed amended to the extent herein provided, and, except as specifically amended
hereby, shall continue in full force and effect in accordance with its original terms. 
 Capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned thereto in the Agreement. 
 In the event of any inconsistency between the Agreement and the
present Amendment No. 18, the latter shall prevail to the extent of said inconsistency. 
 This Amendment No. 18 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.	SEVERABILITY 

 In the event that any provision of this Amendment No. 18 should for
any reason be held ineffective, the remainder of this Amendment No. 18 shall remain in full force and effect. To the extent permitted by applicable law, each 

  

			
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party hereto hereby waives any provision of law which renders any provision of this Amendment No. 18 prohibited or unenforceable in any respect. Any provisions of this Amendment No. 18
which may prove to be or become, illegal, invalid or unenforceable in whole or in part, shall as far as reasonably possible, and subject to applicable law, be performed in accordance with the spirit and purpose of this Amendment No. 18. 

This Amendment No. 18 has been executed in two (2) original specimens which are in English. 

  

			
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 IN WITNESS WHEREOF this Amendment No. 18 to the Agreement was duly entered into the day and year
first above written. 
  

					
	For and on behalf of				For and on behalf of
			
	TAM - LINHAS AEREAS S.A.				AIRBUS S.A.S.
			
	Name:				Name:
			
	Title:				Title:
			
	Name:				
			
	Title:				


  

			
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 AMENDMENT N° 19 

TO THE A320/A330 

PURCHASE AGREEMENT 

BETWEEN 
 AIRBUS S.A.S.

 AND 
 LATAM
AIRLINES GROUP S.A. 
 REF: CT1242567 

  

			
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 AMENDMENT N° 19 

TO THE 
 A320/A330
PURCHASE AGREEMENT 
 This Amendment No. 19 is made as of the 11th day of December 2014 to the
A320/A330 Purchase Agreement signed on November 14, 2006, 
 Between 

AIRBUS S.A.S., having its principal office at: 

1, rond-point Maurice Bellonte 

31707 BLAGNAC CEDEX 

FRANCE 
 and registered with the Toulouse
Registre du Commerce under number RCS Toulouse 383 474 814 (hereinafter referred to as “the Seller”) of the one part, 
 AND 

LATAM AIRLINES GROUP S.A., having its principal office at: 

Edificio Huidobro 
 Avenida
Presidente Riesco 5711 – 20th Floor 
 Las Condes 

SANTIAGO 
 CHILE 

(herein after 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 Seller and TAM Linhas Aereas S.A. (the “Original Buyer”) 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, Letter Agreements, Amendment No. 1, dated as of January 21, 2008, Amendment No. 2, dated as of
October 15, 2008, Amendment No. 3 dated January 12, 2009, Amendment No. 4, dated as of July 1, 2009, Amendment No. 5, dated as of December 24, 2009, Amendment No. 6, dated as of March 4, 2010, Amendment No. 7, dated as
of July 28, 2010, Amendment No. 8, dated as of April 29, 2011, Amendment No. 9, dated as of June 13, 2011, Amendment No. 10, dated as of October 11, 2011, Amendment No. 11, dated as of October 11, 2011, Amendment No. 12,
dated as of January 27, 2012, Amendment No. 13, dated as of November 30, 2012 Amendment No. 14, dated as of December 14, 2012, Amendment No. 15, dated as of February 18, 2013, Amendment No. 16, dated as of
February 27, 2013, Amendment No. 17, dated as of August 19, 2013 and Amendment No. 18, dated as of July 15, 2014 incorporated therein is hereinafter referred to as the “Original Agreement”.


  

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

  

	C-	The Buyer and the Seller entered into an A320 family purchase agreement dated March 20, 1998 covering the purchase by the Buyer and the sale by the Seller of certain A320 family aircraft, and such purchase
agreement, together with all exhibits and appendices and as amended, supplemented or otherwise modified are together referred to as the “Original A320 Family Purchase Agreement”. 


 

	D-	The Buyer and the Seller entered into a deed of amendment and restatement of the Original A320 Family Purchase Agreement, dated August 2, 2000, dividing the Original A320 Family Purchase Agreement into two
(2) separate purchase agreements and pursuant to the second such agreement as supplemented with all exhibits, appendices and as amended, supplemented or otherwise modified to and including the date hereof (the “Second A320 Family
Purchase Agreement”). 

  

	E-	The Buyer and the Seller have agreed to reschedule [***] certain A321 Aircraft [***] as specified herein. 


  

			
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 NOW THEREFORE IT IS AGREED AS FOLLOWS: 

 

	1.	A320 Family Aircraft and A320 NEO Aircraft 

  

	1.1	[***] 

  

	1.2	Sale and Purchase: Pursuant to and in accordance with the terms and conditions contained in this Amendment N°19 (and incorporating the relevant provisions of the A320/A330 Purchase Agreement), the Seller
shall sell and deliver and the Buyer shall buy and take delivery of [***] A321 NEO Aircraft (hereinafter collectively referred to as the “2014[***]Aircraft”). 


 

	1.3	All references to “2011 A320 NEO Family Aircraft” in the Agreement shall also be deemed to refer to the 2014[***]Aircraft. 


 

	1.4	As a result of [***] set forth in Clause 1.1 above, Clause 1.1 of Amendment No. 7 is hereby amended and restated as follows: 


QUOTE 
  

	 	1.1	Sale and Purchase: Pursuant to and in accordance with the terms and conditions contained in this Amendment N°7 (and incorporating the relevant provisions of the A320/A330 Purchase Agreement), the Seller shall
sell and deliver and the Buyer shall buy and take delivery of [***] A320 Aircraft and [***] A321 Aircraft (hereinafter collectively referred to as the “2010 A320 Family Incremental Aircraft”). 


UNQUOTE 
 As a result of [***]
set forth in Clause 1.1 above, Clause 0.1 of Amendment No. 10 is hereby amended and restated as follows: 
 QUOTE 

 

	 	0.1	Sale and Purchase: Pursuant to and in accordance with the terms and conditions contained in this Amendment N°10 (and incorporating the relevant provisions of the A320/A330 Purchase Agreement), the Seller
shall sell and deliver and the Buyer shall buy and take delivery of [***] A321 Aircraft (hereinafter collectively referred to as the “2011 A320 Family Incremental Aircraft”). 


UNQUOTE 

  

			
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	1.5	New Delivery Schedule: As a result of the rescheduling [***] set forth in Clause 1.1 above, Clause 9.1.1.1 of the Agreement is hereby amended and restated as follows: 


QUOTE 
  

							
	 Aircraft Rank
	  	 Aircraft

Type
	  	 Delivery

Month/Quarter
	  	 Aircraft defined as

	- Aircraft N° 64	  	A321	  	Aug-07	  	
	- Aircraft N° 65	  	A321	  	Aug-07	  	
	- Aircraft N° 66	  	A320	  	Oct-07	  	
	- Aircraft N° 67	  	A320	  	Oct-07	  	
	- Aircraft N° 68	  	A321	  	Nov-07	  	
	- Aircraft N° 69	  	A319	  	Nov-08	  	
	- Aircraft N° 70	  	A319	  	Jul-08	  	
	- Aircraft N° 71	  	A319	  	Aug-08	  	
	- Aircraft N° 72	  	A321	  	Feb-09	  	
	- Aircraft N° 73	  	A321	  	Jan-09	  	
	- Aircraft N° 74	  	A321	  	Mar-13	  	
	- Aircraft N° 75	  	A320	  	May-09	  	
	- Aircraft N° 76	  	A320	  	Dec-11	  	
	- Aircraft N° 77	  	A321	  	Jan-11	  	
	- Aircraft N° 78	  	A320	  	Dec-11	  	
	- Aircraft N° 79	  	A321	  	Apr-11	  	
	- Aircraft N° 80	  	A321	  	Jun-10	  	
	- Aircraft N° 81	  	A319	  	Jan-10	  	
	- Aircraft N° 82	  	A319	  	Jul-11	  	
	- Aircraft N° 83	  	A319	  	Jun-11	  	
	- Aircraft N° 84	  	A321	  	Jun-10	  	
	- Aircraft N° 85	  	A320	  	Mar-12	  	
	- Aircraft N° 86	  	A320	  	Feb-12	  	
	- Aircraft N° 87	  	A320	  	Jun-13	  	
	- Aircraft N° 88	  	A320	  	Nov-13	  	
	- Aircraft N° 89	  	A319	  	Jun-11	  	
	- Aircraft N° 90	  	A320	  	Jul-12	  	
	- Aircraft N° 91	  	A320	  	Mar-12	  	
	- Aircraft N° 92	  	A320	  	Oct-10	  	
	- Aircraft N° 93	  	A320	  	Jun-12	  	
	- Aircraft N° 94	  	A320	  	Nov-13	  	
	- Aircraft N° 95	  	A320	  	Aug-12	  	Aircraft Nos 95-114
	- Aircraft N° 96	  	A321	  	[***] 2015	  	Aircraft Nos 95-114
	- Aircraft N° 97	  	A320	  	Oct-12	  	Aircraft Nos 95-114
	- Aircraft N° 98	  	A320	  	Mar-14	  	Aircraft Nos 95-114
	- Aircraft N° 99	  	A320	  	Nov-13	  	Aircraft Nos 95-114
	- Aircraft N° 100	  	A320	  	Aug-13	  	Aircraft Nos 95-114
	- Aircraft N° 101	  	A320	  	May-13	  	Aircraft Nos 95-114
	- Aircraft N° 102	  	A320	  	Jun-13	  	Aircraft Nos 95-114
	- Aircraft N° 103	  	A320	  	Apr-13	  	Aircraft Nos 95-114


  

			
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	 Aircraft Rank
	  	 Aircraft

Type
	  	 Delivery

Month/Quarter
	  	 Aircraft defined as

	- Aircraft N° 104	  	A320	  	Jul-13	  	Aircraft Nos 95-114
	- Aircraft N° 105	  	A320	  	Sep-13	  	Aircraft Nos 95-114
	- Aircraft N° 106	  	A320	  	Sep-13	  	Aircraft Nos 95-114
	- Aircraft N° 107	  	A320	  	May-14	  	Aircraft Nos 95-114
	- Aircraft N° 108	  	A320	  	Oct-13	  	Aircraft Nos 95-114
	- Aircraft N° 109	  	A320	  	Jun-14	  	Aircraft Nos 95-114
	- Aircraft N° 110	  	A319	  	Oct-12	  	Aircraft Nos 95-114
	- Aircraft N° 111	  	A320	  	May-12	  	Aircraft Nos 95-114
	- Aircraft N° 112	  	A321	  	[***] 2015	  	Aircraft Nos 95-114
	- Aircraft N° 113	  	A320	  	Mar-12	  	Aircraft Nos 95-114
	- Aircraft N° 114	  	A321	  	[***] 2015	  	Aircraft Nos 95-114
	- Aircraft N° 115	  	A321	  	Jan-14	  	 2010 A320 Family

Incremental Aircraft

	- Aircraft N° 116	  	A320	  	Feb-14	  	 2010 A320 Family

Incremental Aircraft

	- Aircraft N° 117	  	A320	  	Mar-14	  	 2010 A320 Family

Incremental Aircraft

	- Aircraft N° 118	  	A321	  	May-14	  	 2010 A320 Family

Incremental Aircraft

	- Aircraft N° 119	  	A321	  	[***] 2015	  	 2010 A320 Family

Incremental Aircraft

	- Aircraft N° 120	  	A321	  	[***] 2016	  	 2010 A320 Family

Incremental Aircraft

	- Aircraft N° 121	  	A321	  	Nov-14	  	 2010 A320 Family

Incremental Aircraft

	- Aircraft N° 122	  	A321	  	[***] 2016	  	 2010 A320 Family

Incremental Aircraft

	- Aircraft N° 123	  	A321	  	[***] 2016	  	 2010 A320 Family

Incremental Aircraft

	- Aircraft N° 124	  	A321	  	Dec-14	  	 2010 A320 Family

Incremental Aircraft

	- Aircraft N° 125	  	A321	  	[***] 2016	  	 2010 A320 Family

Incremental Aircraft

	- Aircraft N° 126	  	A321	  	[***] 2016	  	 2010 A320 Family

Incremental Aircraft

	- Aircraft N° 127	  	A321	  	[***] 15	  	 2010 A320 Family

Incremental Aircraft

	- Aircraft N° 128	  	A321	  	[***] 2016	  	 2010 A320 Family

Incremental Aircraft

	- Aircraft N° 129	  	A321	  	[***] 2016	  	 2010 A320 Family

Incremental Aircraft

	- Aircraft N° 130	  	A321	  	[***] 2016	  	 2010 A320 Family

Incremental Aircraft

	- Aircraft N° 131	  	A321	  	[***] 2015	  	 2010 A320 Family

Incremental Aircraft



  

			
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	 Aircraft Rank
	  	 Aircraft

Type
	  	 Delivery

Month/Quarter
	  	 Aircraft defined as

	- Aircraft N° 133	  	A321	  	[***] 2015	  	 2010 A320 Family

Incremental Aircraft

	- Aircraft N° 134	  	A321	  	[***] 2015	  	 2010 A320 Family

Incremental Aircraft

	- Aircraft N° 135	  	A321	  	[***] 2016	  	 2011 A320 Family

Incremental Aircraft

	- Aircraft N° 136	  	A321	  	[***] 2016	  	 2011 A320 Family

Incremental Aircraft

	- Aircraft N° 137	  	A321	  	[***] 2016	  	 2011 A320 Family

Incremental Aircraft

	- Aircraft N° 138	  	A321	  	[***] 2016	  	 2011 A320 Family

Incremental Aircraft

	- Aircraft N° 139	  	A321	  	[***] 2016	  	 2011 A320 Family

Incremental Aircraft

	- Aircraft N° 140	  	A321	  	[***] 2016	  	 2011 A320 Family

Incremental Aircraft

				
	- [***] Aircraft N° 132	  	A321	  	[***] 2021	  	2014 [***] Aircraft
	- [***] Aircraft N° 141	  	A321	  	[***] 2021	  	2014 [***] Aircraft
	- [***] Aircraft N° 142	  	A321	  	[***] 2021	  	2014 [***] Aircraft
	- [***] Aircraft N° 143	  	A321	  	[***] 2021	  	2014 [***] Aircraft
	- [***] Aircraft N° 144	  	A321	  	[***] 2021	  	2014 [***] Aircraft
	- [***] Aircraft N° 145	  	A320	  	[***] 2016	  	 2011 A320 [***]

Family Aircraft

	- [***] Aircraft N° 146	  	A320	  	[***] 2016	  	 2011 A320 [***]

Family Aircraft

	- [***] Aircraft N° 147	  	A320	  	[***] 2017	  	 2011 A320 [***]

Family Aircraft

	- [***] Aircraft N° 148	  	A320	  	[***] 2017	  	 2011 A320 [***]

Family Aircraft

	- [***] Aircraft N° 149	  	A320	  	[***] 2017	  	 2011 A320 [***]

Family Aircraft

	- [***] Aircraft N° 150	  	A320	  	[***] 2017	  	 2011 A320 [***]

Family Aircraft

	- [***] Aircraft N° 151	  	A320	  	[***] 2017	  	 2011 A320 [***]

Family Aircraft

	- [***] Aircraft N° 152	  	A320	  	[***] 2017	  	 2011 A320 [***]

Family Aircraft

	- [***] Aircraft N° 153	  	A320	  	[***] 2017	  	 2011 A320 [***]

Family Aircraft

	- [***] Aircraft N° 154	  	A320	  	[***] 2017	  	 2011 A320 [***]

Family Aircraft

	- [***] Aircraft N° 155	  	A320	  	[***] 2018	  	 2011 A320 [***]

Family Aircraft



  

			
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	 Aircraft Rank
	  	 Aircraft

Type
	  	 Delivery

Month/Quarter
	  	 Aircraft defined as

	- [***] Aircraft N° 156	  	A320	  	[***] 2018	  	 2011 A320 [***]

Family Aircraft

	- [***] Aircraft N° 157	  	A320	  	[***] 2018	  	 2011 A320 [***]

Family Aircraft

	- [***] Aircraft N° 158	  	A320	  	[***] 2018	  	 2011 A320 [***]

Family Aircraft

	- [***] Aircraft N° 159	  	A320	  	[***] 2018	  	 2011 A320 [***]

Family Aircraft

	- [***] Aircraft N° 160	  	A320	  	[***] 2018	  	 2011 A320 [***]

Family Aircraft

	- [***] Aircraft N° 161	  	A321	  	[***] 2018	  	 2011 A320 [***]

Family Aircraft

	- [***] Aircraft N° 162	  	A321	  	[***] 2018	  	 2011 A320 [***]

Family Aircraft

	- [***] Aircraft N° 163	  	A321	  	[***] 2018	  	 2011 A320[***]

Family Aircraft

	- [***] Aircraft N° 164	  	A321	  	[***] 2018	  	 2011 A320 [***]

Family Aircraft

	- [***] Aircraft N° 165	  	A321	  	[***] 2018	  	 2011 A320 [***]

Family Aircraft

	- [***] Aircraft N° 166	  	A321	  	[***] 2018	  	 2011 A320 [***]

Family Aircraft


  

	1.6	Predelivery Payments 

 As a result of [***] set forth in Clause 1.1 above, the
parties hereby agree the Buyer shall [***] as amended pursuant to amendment No. 17 to the Second A320 Family Purchase Agreement dated even date herewith) [***] the date hereof. 

 

	1.7	[***] 

 Clause 3 of Letter Agreement N°2 to Amendment N°11 to the Agreement is hereby
amended by replacing the number “153” with the numbers “132, 141, 142, 143, 144 and 153” and deleting in its entirety the parenthetical “(as specified in Clause 4 of Amendment No. 11 to the A320/A330 Purchase
Agreement)”. 

  

			
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	2.	CONFIDENTIALITY 

 This Amendment No. 19 is subject to the confidentiality provisions
set forth in Clause 22.10 of the Agreement. 
  

	3.	LAW AND JURISDICTION 

 This Amendment No. 19 shall be governed by and construed in
accordance with the laws of England. Any dispute arising out of or in connection with this Amendment No. 19 shall be within the exclusive jurisdiction of the Courts of England. 

 

	4.	MISCELLANEOUS PROVISIONS 

 If not otherwise expressly stated in this Amendment
No. 19, the Agreement, its Exhibits and Letter Agreements shall apply also to this Amendment No 19. 
 This Amendment No. 19
supersedes any previous understandings, commitments or representations whatsoever oral or written with respect to the matters referred to herein. 

The Agreement between the Seller and the Buyer shall be deemed amended to the extent herein provided, and, except as specifically amended
hereby, shall continue in full force and effect in accordance with its original terms. 
 Capitalized terms used herein and not otherwise
defined herein shall have the meanings assigned thereto in the Agreement. 
 In the event of any inconsistency between the Agreement and the
present Amendment No. 19, the latter shall prevail to the extent of said inconsistency. 
 This Amendment No. 19 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.	SEVERABILITY 

 In the event that any provision of this Amendment No. 19 should for
any reason be held ineffective, the remainder of this Amendment No. 19 shall remain in full force and effect. To the extent permitted by applicable law, each party hereto hereby waives any provision of law which renders any provision of this
Amendment No. 19 prohibited or unenforceable in any respect. Any provisions of this Amendment No. 19 which may prove to be or become, illegal, invalid or unenforceable in whole or in part, shall as far as reasonably possible, and subject
to applicable law, be performed in accordance with the spirit and purpose of this Amendment No. 19. 
 This Amendment No. 19 has been executed in
two (2) original specimens which are in English. 

  

			
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 IN WITNESS WHEREOF this Amendment No. 19 to the Agreement was duly entered into the day and year
first above written. 
  

									
	For and on behalf of				For and on behalf of
			
	LATAM AIRLINES GROUP S.A.				AIRBUS S.A.S.
					
	Name:		



				Name:		
					
	Title:						Title:		
				
	LATAM AIRLINES GROUP S.A.						
					
			



						
					
	Name:		ANDRES DEL VALLE E.						
					
	Title:		Director Senior Finanzas Corporativas						
					
	Witness								
					
	Name:		Agusto Iglesias						
					
	Title:		Aircraft & Engines Acquisition Analyst						


  

			
	A320/A330 PA – LATAM – Amdt. 19 – CT1242567- 12/2014		





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








 IN WITNESS WHEREOF this Amendment No. 19 to the Agreement was duly entered into the day and year
first above written. 
  

									
	For and on behalf of				For and on behalf of
			
	LATAM AIRLINES GROUP S.A.				AIRBUS S.A.S.
				
							




				
							
					
	Name:						Name:		Christophe Mourey
					
	Title:						Title:		Senior Vice President Contracts
				
	LATAM AIRLINES GROUP S.A.						
					
	Name:								
					
	Title:								
				
	Witness						
					
	Name:								
					
	Title:								


  

			
	A320/A330 PA – LATAM – Amdt. 19 – CT1242567- 12/2014		

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