Exhibit 4.34.1


 


Supplemental Agreement No. 8 (SA-8)


 


to


 


Purchase Agreement No. 3158


 


between


 


The Boeing Company


 


and


 


TAM Linhas Aéreas S.A.


 


Relating to Boeing Model 777 Aircraft


 


THIS SUPPLEMENTAL AGREEMENT, entered into
as of _____________, 2015, by and between THE BOEING COMPANY (Boeing) and TAM Linhas
Aéreas S.A. (Customer);


 


WHEREAS, Boeing and
Customer entered into Purchase Agreement No. 3158 dated February 8, 2007 relating to Boeing Model 777-32WER aircraft (Aircraft)
which agreement, including all tables, exhibits, supplemental exhibits and specifications thereto, together with all letter agreements
then or thereafter entered into that by their terms constitute part of such purchase agreement as may be amended and supplemented
from time to time (the “Purchase Agreement”).


 


WHEREAS [***];


 


WHEREAS, [***];


 


WHEREAS, Boeing and
Customer have mutually agreed to amend the Purchase Agreement to incorporate the effect of this and certain other changes.


 


AGREEMENT


 


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


 


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



 


		1.1.	Table of Contents. The Table of Contents of the Purchase Agreement is deleted in its entirety
and is replaced by the new Table of Contents identified with an SA-8 legend and attached hereto.



 


		1.2.	Tables. “Table 3 to Purchase Agreement No. 3158, Aircraft Delivery, Description, Price
and Advance Payments” (Table 3) is deleted in its entirety and the new Table 3 entitled “Table 3 to Purchase
Agreement No. PA-3158 Aircraft Delivery, Description, Price and Advance Payments” attached hereto is substituted in lieu
thereof to reflect the new delivery positions for the two (2) 777 Freighter delivery positions.



 


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


 




     


     


    

 


		2.	Letter Agreements.



 


		2.1.	[***].



 


		3.	[***].



 


[***].


 


		4.	[***].



 


[***].


 


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


 


DATED AS OF this _______day of ________________________ of 2015


 


	TAM Linhas Aéreas S.A.	 	THE BOEING COMPANY
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	 
	By:	 	 	 	[***]
	 	 	 	 	 
	 	 	 	 	 
	 	(Printed or Typed Name)	 	Its:	[***]
	 	 	 	 	 
	Its:	 	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	(Printed or Typed Name)	 	 	 
	 	 	 	 	 
	Its:	 	 	 	 


 


P.A. No. 3158


TAM


Boeing Proprietary


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


 




     


     


    

 


TABLE OF CONTENTS


 


	 	 	Supplemental Agreement 

Number
	ARTICLES	 	 	 
	1.	Quantity, Model and Description	 	 
	2.	Delivery Schedule	 	 
	3.	Price	 	 
	4.	Payment	 	 
	5.	Miscellaneous	 	 
	TABLE	 	 
	1	2008 Delivery Year Aircraft Information Table	 	SA-2
	1	2012 Delivery Year Aircraft Information Table	 	SA-5
	2	2013 Delivery Year Aircraft Information Table	 	SA-5
	3	Table 3 Aircraft	 	SA-8
	EXHIBIT	 	 
	A.	Aircraft Configuration	 	SA-2
	A-2	Aircraft Configuration for the 2013 Delivery Year Aircraft	 	SA-3
	A-4	Aircraft Configuration for the Table 3 Aircraft	 	SA-7
	B.	Aircraft Delivery Requirements &Responsibilities	 	 
	 	 	 	 
	SUPPLEMENTAL EXHIBITS	 	 
	[***]	[***]	 	 
	[***]	[***]	 	[***]
	BFE1	Buyer Furnished Equipment Variables	 	SA-6
	CS1	Customer Support Document	 	 
	EE1.	Engine Escalation And Engine Warranty	 	 
	SLP1.	Service Life Policy Components	 	 


 


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


 




     


     


    

 


	LETTER AGREEMENTS	 	 	SA 

Number
	[***]	[***]	 	 	[***]
	[***]	[***]	 	 	[***]
	[***]	[***]	 	 	[***]
	[***]	[***]	 	 	[***]
	[***]	[***]	 	 	[***]
	[***]	[***]	 	 	 
	[***]	[***]	 	 	 
	[***]	[***]	 	 	 
	6-1162-AJH-0848	Customer Directed Seller  Purchased Equipment	(LA No. 9)	 	SA-5
	[***]	[***]	 	 	 
	6-1162-AJH-0850	Spare Parts Initial Provisioning	(LA No.11)	 	 
	[***]	[***]	 	 	 
	[***]	[***]	 	 	 
	[***]	[***]	 	 	 
	[***]	[***]	 	 	[***]
	[***]	[***]	 	 	[***]
	[***]	[***]	 	 	[***]
	[***]	[***]	 	 	[***]
	[***]	[***]	 	 	[***]
	[***]	[***]	 	 	[***]
	[***]	[***]	 	 	[***]
	[***]	[***]	 	 	[***]
	[***]	[***]	 	 	[***]
	[***]	[***]	 	 	[***]
	[***]	[***]	 	 	[***]
	[***]	[***]	 	 	[***]
	[***]	[***]	 	 	[***]
	[***]	[***]	 	 	[***]


 


P.A. No. 3158


TAM


Boeing Proprietary


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


 




     


     


    

 


Table 3 To


Purchase Agreement No. PA-03158


Aircraft Delivery, Description,
Price and Advance Payments


  


	Airframe Model/MTOW:               777-Freighter	[***]	 	Detail Specification:	[***]	 
	 	 	 	 	 	 
	Engine Model/Thrust:                    GE90-110B1L	[***]	 	Airframe Price Base Year/Escalation Formula:	[***]	[***]
	 	 	 	 	 	 
	Airframe Price:	[***]	 	Engine Price Base Year/Escalation Formula:	[***]	[***]
	 	 	 	 	 	 
	Optional Features:	[***]	 	 	 	 
	 	 	 	 	 	 
	Sub-Total of Airframe and Features:	[***]	 	Airframe Escalation Data:	 	 
	 	 	 	 	 	 
	Engine Price (Per Aircraft):	[***]	 	[***]	[***]	 
	 	 	 	 	 	 
	Aircraft Basic Price (Excluding BFE/SPE):	[***]	 	[***]	[***]	 
	 	 	 	 	 	 
	Buyer Furnished Equipment (BFE) Estimate:	[***]	 	 	 	 
	 	 	 	 	 	 
	Seller Purchased Equipment (SPE)/In-Flight Entertainment (IFE)// Estimate:	[***]	 	 	 	 
	 	 	 	 	 	 
	Deposit per Aircraft:	[***]	 	 	 	 


 


	 	 	[***]	 	 	[***]	[***]	 	 	 
	Delivery	Number
    of 	[***]	 	 	[***]	[***]	[***]	[***]	[***]
	Date	Aircraft	[***]	 	 	[***]	[***]	[***]	[***]	[***]
	[***]	1	[***]	 	 	[***]	[***]	[***]	[***]	[***]
	[***]	1	[***]	 	 	[***]	[***]	[***]	[***]	[***]
	Total:	2	 	 	 	 	 	 	 	 


 


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


 




    	 	Boeing Proprietary	Page 1



     


    

 


6-1161-DJH-1295R1


 


TAM Linhas Aéreas S.A.


Rua General Pantaleão Teles, 210


Sao Paulo - SP


04355-040


Brazil


 


		Subject:	777F Aircraft Model Substitution Rights



 


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



 


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


 


[***]:


 


		1.	Customer’s Written Notice.



 


[***].


 


		2.	Boeing’s Production Capability.



 


		2.1	[***].



 


		2.2	[***].



 


		2.3	[***].



 


		3.	[***].



 


[***].


 


		4.	[***].



 


[***].


 


		5.	[***].



 


		5.1	[***].



 


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


 




     


     


    

 





 


		5.2	[***].



 


		6.	[***].



 


[***].


 


		7.	[***].



 


[***].


 


Very truly yours,


 





	THE BOEING COMPANY	 
	 	 	 
	By	 	 
	 	 	 
	Its	[***]	 


 


	ACCEPTED AND AGREED TO this	 
	 	 	 
	Date:	 	 


 


	TAM Linhas Aéreas S.A.	 
	 	 	 
	By	 	 
	 	 	 
	Its	 	 


 


	TAM Linhas Aéreas S.A.	 
	 	 	 
	By	 	 
	 	 	 
	Its	 	 




 


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