Exhibit 4.5.4


 


Supplemental Agreement No. 4


 


to


 


Purchase Agreement No. 3256


 


between


 


THE BOEING COMPANY


 


and


 


LATAM
AIRLINES GROUP S.A.


 


Relating to Boeing Model 787-916/787-816
Aircraft


 


THIS SUPPLEMENTAL AGREEMENT, entered into
as of April ____, 2015, (“Supplemental Agreement Number 4” or “ SA-4”) by and between
THE BOEING COMPANY, a Delaware corporation (Boeing), and LATAM Airlines Group S.A. (formerly having the legal name
LAN Airlines S.A. and doing business as LAN Airlines), a Chilean corporation (Customer);


 


WITNESSETH:


 


WHEREAS, the parties
entered into Purchase Agreement No. 3256, dated as of October 29, 2007 relating to the purchase and sale of Boeing Model 787-916
and Model 787-816 Aircraft (the Purchase Agreement) as amended by Supplemental Agreements No. 1, 2 and 3;


 


WHEREAS, Customer and
Boeing wish to document [***].


 


WHEREAS, Customer and
Boeing have agreed to [***];


 


WHEREAS, Customer and
Boeing wish to [***];


 


WHEREAS, Customer and
Boeing have agreed to [***];


 


WHEREAS, Customer and
Boeing have agreed to [***]; and


 


WHEREAS, Customer and
Boeing have agreed to [***];


 


AGREEMENT:


 





	P.A. No. 3256	SA4-1	 
	BOEING PROPRIETARY
	“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.




 




     


     


    

 


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


 


		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 and is attached as Exhibit 1 to this SA-4.



 


		2.	Articles – N/A in this SA-4.



 


		3.	Tables



 


3.1      Table 1-ROLLS 787-916 Rev 1 is deleted
in its entirety and replaced by Table 1-ROLLS 787-916 Rev 2, which (i) [***]; (ii) [***]; and (iii) [***].


 


3.2      Table 1-ROLLS 787-816 Rev 2 is deleted
in its entirety and replaced by Table 1-ROLLS 787-816 Rev 3, which [***].


 


3.3      Table 3 is deleted in its entirety
and replaced by Table 3 Rev 1, which [***].


 


3.4      Table 4 is deleted in its entirety
and the [***].


 


		4.	Exhibits and Supplemental Exhibits



 


4.1      Exhibit A for 787-916 Aircraft is
attached as Exhibit 2 to this SA-4.


 


		5.	Letter Agreements



 


5.1      Letter Agreement [***] is attached
as Exhibit 3 to this SA-4.


 


a. For the avoidance of doubt, [***] will
supersede and control in any conflict between [***].


 


5.2      Letter Agreement [***] is deleted
in its entirety and replaced by Letter Agreement [***] and is attached as [***] to this SA-4.


 


		6.	Miscellaneous



 


This Supplemental Agreement
4 results in Customer owing additional advance payments in the amount of [***] (PDP Top Up). Per Customer’s request,
Boeing agrees to [***].


  


	P.A. No. 3256	SA4-2	 
	BOEING PROPRIETARY
	“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.





 




     


     


    

  


		7.	Confidential Treatment.



 


Boeing and Customer understand that the
commercial and financial information contained in this Supplemental Agreement Number 4 is considered by the parties as confidential
(Confidential Information) and both agree not to disclose such Confidential Information except as provided
herein. In addition to the parties’ respective officers, directors and employees who need to know the Confidential Information
and who understand the obligation to keep it confidential, the parties may disclose Confidential Information (1) to the extent
required by law, including without limitation judicial order or by a requirement of a governmental agency and (2) to its agents,
auditors and advisors who need to know the Confidential Information for purposes of enabling each party to understand, perform
its obligations under, or receive the benefits of, this Supplemental Agreement Number 4 and who have agreed not to use or disclose
the Confidential Information for any other purpose without the other party’s prior written consent. In the event that a party
concludes that disclosure of Confidential Information contained in this Supplemental Agreement Number 4 is required by applicable
law, the party will so advise the other party promptly in writing and endeavor to protect the confidentiality of such Confidential
Information to the widest extent possible. In the event of a legal dispute with Boeing, nothing herein will preclude Customer from
sharing with its legal counsel information necessary for purposes of enabling counsel to advise or represent Customer provided
that so long as Customer causes its legal counsel to maintain the confidentiality of information that is the subject of this Article.
Except as provided in the assignment provisions of [***], Customer will not disclose this Supplemental Agreement Number 4 for purposes
of financing payments without the prior written consent of Boeing, which consent will be provided once the financier enters into
a Non Disclosure Agreement with Boeing in form and substance reasonably satisfactory to Boeing, which will include agreeing not
to disclose or use Confidential Information except for the purpose set forth herein. This provision shall not apply to any Confidential
Information that is in the public domain except that a party will be liable to the other for breach of its obligations under this
provision if the Confidential Information entered the public domain as a consequence of a wrongful act or omission on its part.


 


Unless the context otherwise requires, all capitalized terms
used herein and not otherwise defined shall have the same meanings as in the Purchase Agreement. The Purchase Agreement will be
deemed to be amended to the extent provided herein and as so amended will continue in full force and effect. In the event of any
inconsistency between the above provisions and the provisions contained in the referenced exhibits to this Supplemental Agreement
Number 4, the terms of the exhibits will control.


 


This Supplemental Agreement Number 4 is not binding until executed
by both Boeing and Customer.


 





	P.A. No. 3256	SA4-3	 
	BOEING PROPRIETARY
	“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.


 




     


     


    

 





	THE BOEING COMPANY	 	LATAM AIRLINES GROUP S.A.
	 	 	 	 	 
	By:	 	 	By:	 
	 	David Hilby	 	 	 
	 	 	 	 	 
	Its	Attorney-In-Fact 	 	Its:	 
	 	 	 	 	 
	 	 	 	By:	 
	 	 	 	 	 
	 	 	 	Its:	 







 


	P.A. No. 3256	SA4-4	 
	BOEING PROPRIETARY
	“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.





 




     


     


    

  


TABLE OF CONTENTS


 


	 	 	 	 	SA
	ARTICLES	 	 	 	NUMBER
	 	 	 	 	 
	1.	 	Quantity, Model and Description	 	SA-1
	 	 	 	 	 
	2.	 	Delivery Schedule	 	SA-1
	 	 	 	 	 
	3.	 	Price	 	SA-1
	 	 	 	 	 
	4.	 	Payment	 	SA-1
	 	 	 	 	 
	5.	 	Miscellaneous	 	SA-1


 


TABLE


 


	1-ROLLS	 	787-916 Aircraft Information Table 1 Rev 2	 	SA-4
	1-GENX	 	787-916 Aircraft Information Table 1	 	 
	1-ROLLS	 	787-816 Aircraft Information Table 1 Rev 3	 	SA-4
	1-GENX	 	787-816 Aircraft Information Table 1	 	 
	Table 2	 	787-816 Aircraft Information Table 1 for [***] Aircraft	 	Deleted SA-3
	Table 3	 	787-816 Aircraft Information Table 1 for [***] Aircraft Rev 1	 	SA-4
	Table 4	 	787-816 Aircraft Information Table 1 for [***] Aircraft	 	Deleted SA-4
	Table 5	 	787-816 Aircraft Information Table 1 for Table 5 Aircraft	 	SA-3
	Table 6	 	787-816 Aircraft Information Table 1 for Table 6 Aircraft	 	SA-3


 


EXHIBIT


 


	A.	 	787-916 Aircraft Configuration	 	SA-4
	A.	 	787-816 Aircraft Configuration	 	SA-3
	A1	 	787-816 Aircraft Configuration for [***] Aircraft	 	Deleted SA-3
	B.	 	Aircraft Delivery Requirements and Responsibilities	 	 


 


BOEING PROPRIETARY


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



 




     


     


    

 


	 	 	 	 	SA
	SUPPLEMENTAL EXHIBITS	 	NUMBER
	AE1.	 	Escalation Adjustment/Airframe and Optional Features	 	 
	 	 	 	 	 
	BFE1.	 	Buyer Furnished Equipment Variables	 	 
	 	 	 	 	 
	BFE2.	 	Buyer Furnished Equipment Variables for Accelerated	 	SA-1 & SA-2
	 	 	Aircraft	 	Art. 6.2
	 	 	 	 	 
	CS1.	 	Customer Support Variables	 	 
	 	 	 	 	 
	EE1.ROLLS	 	Engine Escalation and Engine Warranty	 	 
	 	 	 	 	 
	EE1.GENx	 	Engine Escalation and Engine Warranty	 	 
	 	 	 	 	 
	SLP1.	 	Service Life Policy Components	 	 


 


LETTER AGREEMENTS


 


	3256-01	 	787 Spare Parts Initial Provisioning	 	SA-1 & SA-2

(Art 7.1)
	3256-02	 	Open Configuration Matters	 	SA-1& SA-2

(Art 7.2)
	3256-03	 	787 e-Enabling Letter Agreement	 	 
	3256-04	 	787 Spare Parts Commitment	 	 
	6-1162-ILK-0310R4	 	[***] (including)	 	SA-4
	 	 	Attachment 1 – Option Aircraft	 	 
	 	 	Attachment 2 – Substitution Aircraft	 	 
	 	 	Appendix 1 – Form of Supplemental Agreement for Option Aircraft	 	 
	 	 	Appendix 2 - Form of Supplemental Agreement for Substitution Aircraft	 	 
	6-1162-ILK-0311	 	[***]	 	 
	6-1162-ILK-0312R2	 	[***]	 	SA-3
	6-1162-ILK-0313	 	[***]	 	 
	6-1162-ILK-0314R1	 	[***] 	 	
        SA-1 & SA-2

        (Art 7.5)

        SA-3 Art 6.3 & 6.4

	6-1162-ILK-0315	 	Special Matters Relating to Advance Payments Requirements	 	
        SA-1 & SA-2

        (Art 7.6)

        SA-3 Art. 6.5

	6-1162-ILK-0316	 	Aircraft Model [***]	 	SA-1 (Art 7.8)


 


BOEING PROPRIETARY


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





 




     


     


    

 


	LETTER AGREEMENTS	 	SA NUMBER
	6-1162-ILK-0317	 	Option Aircraft	 	 
	6-1162-ILK-0318	 	Alternate Engine Selection	 	
        SA1 & SA2

        (Art 2)

	6-1162-ILK-0319R1	 	Tailored Escalation 	 	SA-3
	6-1162-ILK-0319R1	 	Table A to Tailored Escalation Letter Agreement, Data Elements 	 	SA-3
	6-1162-ILK-0320	 	Delivery Flexibility	 	 
	6-1162-ILK-0321	 	Demonstration Flight Waiver	 	 
	6-1162-ILK-0322	 	AGTA Article 8.2 Insurance; Warranty Coverage; and Exhibit B Matters for Certain Boeing Model 787-9 Aircraft Leased from International Lease Finance Corporation by LAN Airlines S.A.	 	 
	6-1162-ILK-0323	 	Special Matters Customer Support	 	SA-1 (Art 7.9); 

SA-2 (Art 7.8)
	6-1162-ILK-0324	 	Special Matters Warranty	 	 
	6-1162-ILK-0325	 	NOT USED 	 	 
	6-1162-ILK-0326	 	Special Matters Customer 787 Fleet	 	SA-1(Art 7.10)

SA-2 (Art 7.8)
	6-1162-ILK-0327	 	Performance Guarantees 787-916/-816	 	SA-2 (Art7.10)
	6-1162-ILK-0328	 	Performance  Retention Commitment	 	SA-1
	6-1162-ILK-0329	 	Extended Operations (ETOPS) Matters	 	 
	6-1162-ILK-0330	 	Remedy for Deviation from 787-9 Payload Guarantees 	 	 
	6-1162-ILK-0331	 	Remedy for Deviation from 787-8 Payload Guarantees	 	SA-2 (Art 7.11)
	6-1162-KSW-6446	 	[***] Aircraft  	 	Deleted SA-3
	6-1162-KSW-6447	 	Remedy for [***]	 	Deleted SA-3
	6-1162-KSW-6453   	 	TRENT1000-A Powered 787-816 

Performance Retention Commitment	 	SA-1
	6-1162-KSW-6453R1	 	TRENT1000-A Powered 787-816 Performance Retention Commitment	 	SA-2 & SA-3 (Art. 6.9)
	6-1162-KSW-6458	 	TRENT1000-A Powered 787-916 Performance Retention Commitment	 	SA-1
	6-1162-KSW-6473	 	Delivery Flexibility for September 2011 Accelerated Aircraft	 	SA-2 & SA-3 (Art 6.10)
	6-1167-MAG-0496	 	[***] for 787-816 Table 6 Aircraft	 	SA-3
	6-1167-MAG-0500	 	Advance Payment Special Matters – SA-3	 	SA-3
	6-1167-MAG-0502	 	787 Post Delivery Software & Data Loading	 	SA-3
	6-1167-MAG-0506	 	[***] for Table 6 Aircraft	 	SA-3
	 	 	[***]	 	 
	[***]	 	 	 	SA-4


 


BOEING PROPRIETARY


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


 




     


     


    

  


Table
1 Rev 2 to


SA-4


Purchase
Agreement No. PA-03256


787-916
Aircraft Delivery, Description, Price and Advance Payments


 


	Airframe Model/MTOW:	787-9	[***]	 	Detail Specification:	[***]	 
	Engine Model/Thrust:	TRENT1000-J	[***]	 	Airframe Price Base Year/Escalation Formula:	[***]	ECI-MFG/CPI
	Airframe Price:	 	[***]	 	Engine Price Base Year/Escalation Formula:	[***]	787 ECI-MFG CPI Eng 
	Optional Features:	 	[***]	 	 	 	 
	Sub-Total of Airframe and Features:	[***]	 	Airframe Escalation Data:	 	 
	Engine Price (Per Aircraft):	 	[***]	 	Base Year Index (ECI):	[***]	 
	Aircraft Basic Price (Excluding BFE/SPE):	[***]	 	Base Year Index (CPI):	[***]	 
	Buyer Furnished Equipment (BFE) Estimate:	[***]	 	Engine Escalation Data:	 	 
	In-Flight Entertainment (IFE) Estimate:	[***]	 	Base Year Index (ECI):	[***]	 
	 	 	[***]	 	Base Year Index (CPI):	[***]	 
	Deposit per Aircraft:	 	[***]	 	 	 	 


 


	 	 	 	 	Escalation	 	Escalation	 	 	 	Escalation
    Estimate	 	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
	Delivery	 	Number of
    	 	Factor	 	Factor	 	Manufacturer	 	Adv Payment
    Base	 	At Signing	 	24 Mos.	 	21/18/12/9/6
    Mos.	 	Total
	Date	 	Aircraft	 	(Airframe)	 	(Engine)	 	Serial Number	 	Price Per
    A/P	 	1%	 	4%	 	5%	 	30%
	Aug-2015	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	Sep-2015	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	Dec-2015	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	Jan-2016	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	Mar-2016	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	May-2016	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	Jun-2016	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	Sep-2016	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	Feb-2018	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	May-2018	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	Aug-2018	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	Nov-2018	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	Total:	 	[***]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


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


 




    	LAN-PA-03256 SA-4	Boeing Proprietary	Page 1



     


    

  


Table
1 Rev 3 to


SA-4


Purchase
Agreement No. PA-03256


787-816
Aircraft Delivery, Description, Price and Advance Payments


 


	Airframe Model/MTOW:	787-8	[***]	 	Detail Specification:	[***]	 	 
	Engine Model/Thrust:	TRENT1000-A	[***]	 	Airframe Price Base Year/Escalation Formula:	 	[***]	Non-Standard
	Airframe Price:	 	[***]	 	Engine Price Base Year/Escalation Formula:	 	[***]	787 ECI-MFG CPI Eng 
	Optional Features:	 	[***]	 	 	 	 	 
	Sub-Total of Airframe and Features:	 	[***]	 	Airframe Escalation Data:	 	 	 
	Engine Price (Per Aircraft):	 	[***]	 	Base Year Index (ECI):	 	[***]	 
	Aircraft Basic Price (Excluding BFE/SPE):	 	[***]	 	Base Year Index (CPI):	 	[***]	 
	Buyer Furnished Equipment (BFE) Estimate:	[***]	 	Engine Escalation Data:	 	 	 
	Catalog Selected In Flight Entertainment (IFE) Estimate:	[***]	 	Base Year Index (ECI):	 	[***]	 
	Refundable Deposit/Aircraft at Proposal Accept:	[***]	 	Base Year Index (CPI):	 	[***]	 


 


 





	 	 	Number
    	 	 	 	Escalation	 	 	 	Escalation
    Estimate	 	Advance
    Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
	Delivery

    Date	 	of
    

    Aircraft	 	3%
    Escalation

Factor (Airframe)	 	Factor

    (Engine)	 	Manufacturer

    Serial Number	 	Adv
    Payment Base

    Price Per A/P	 	At
    Signing

1%	 	24
    Mos.

    4%	 	21/18/12/9/6
    Mos.

    5%	 	Total

    30%
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]




 





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


 




    	LAN PA 3256, SA-4	Boeing Proprietary	3-2010



     


    











 


Table
3 R1 To


SA-4


Aircraft
Delivery, Description, Price and Advance Payments (2012-2013 Aircraft)


 


	Airframe Model/MTOW:	787-8	[***]	 	Detail Specification:	[***]	 
	Engine Model/Thrust:	TRENT1000-A	[***]	 	Airframe Price Base Year/Escalation Formula:	[***]	Non-Standard
	Airframe Price:	 	[***]	 	Engine Price Base Year/Escalation Formula:	[***]	787 ECI-MFG CPI Eng 
	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:	[***]	 	Engine Escalation Data:	 	 
	Seller Purchased Equipment (SPE) Estimate:	[***]	 	Base Year Index (ECI):	[***]	 
	 	 	 	 	Base Year Index (CPI):	[***]	 
	Deposit/Aircraft at Proposal Acceptance	[***]	 	 	 	 
	 	 	 	 	 	 	 


 


	 	 	 	 	3%
    Escalation	 	Escalation	 	 	 	Escalation
    Estimate	 	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
	Delivery	 	Number
    of 	 	Factor	 	Factor	 	 	 	Adv
    Payment Base	 	At
    Signing	 	24
    Mos.	 	21/18/12/9/6
    Mos.	 	Total
	Date	 	Aircraft	 	(Airframe)	 	(Engine)	 	 	 	Price
    Per A/P	 	1%	 	4%	 	5%	 	30%
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	Total:	 	0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


*Indicative pricing for midmonth of quarter.


 


[***]


 


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


 




    	
 LAN PA 3256, SA-4
	 
Boeing Proprietary
	3-2010
Page 1




     


    

  


AIRCRAFT
CONFIGURATION


 


between


 


THE
BOEING COMPANY


 


and


 


LATAM
Airlines Group S.A.


 


787-916
Exhibit A to Purchase Agreement Number 3256


 


	LAN-PA-03256-EXA	[***]
	 	EXA Page 1


BOEING PROPRIETARY


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


 




     


     


    

 


Exhibit A


 


AIRCRAFT CONFIGURATION


 


Dated _______________


 


relating to


 


BOEING MODEL 787-916 AIRCRAFT


 


The Detail Specification
is Boeing document number [***] scheduled to release on or about [***] before the delivery of the first 787-9 Aircraft. The Detail
Specification provides further description of Customer’s configuration set forth in this Exhibit  A. Such Detail Specification
will be comprised of Boeing configuration specification [***] dated [***] as amended to incorporate the optional features (Options)
listed below, including the effects on Manufacturer's Empty Weight (MEW) and Operating Empty Weight (OEW). As soon
as practicable, Boeing will furnish to Customer copies of the Detail Specification, which copies will reflect such Options.


 


The Aircraft Basic Price
reflects and includes all effects of such Options, except such Aircraft Basic Price does not include the price effects of any Buyer
Furnished Equipment or In-Flight Entertainment.


 


	LAN-PA-03256-EXA	[***]
	 	EXA Page 2


BOEING PROPRIETARY


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


 




     


     


    

[Replace this page with
the Exhibit A sheets provided by pricing.]


 


	LAN-PA-03256-EXA	[***]
	 	EXA Page 3


BOEING PROPRIETARY


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


 








     


     


    

 







BOEING PROPRIETARY


 


Exhibit
A To


Purchase
Agreement No 3256


 


	Configuration	 	 	 	2006 Dollars
	Item Number	 	Title	 	Price Per A/C
	[***]	 	MAJOR MODEL 787 AIRPLANE	 	[***]
	[***]	 	MINOR MODEL 787-9 AIRPLANE	 	[***]
	[***]	 	INTERIOR ARRANGEMENT - 313 PASSENGERS - LAN	 	[***]
	[***]	 	TYPE CERTIFICATION AND EXPORT CERTIFICATION OF AIRWORTHINESS	 	[***]
	[***]	 	TAKEOFF AND LANDING WITH TAILWIND UP TO 15 KNOTS	 	[***]
	[***]	 	ENGINE INOPERATIVE TEN-MINUTE TAKEOFF THRUST OPERATION	 	[***]
	[***]	 	ALTERNATE FORWARD CENTER-OF-GRAVITY  VALUES	 	[***]
	[***]	 	FLIGHT CREW OPERATIONS MANUAL DATA IN COMPLIANCE WITH FAA REQUIREMENTS	 	[***]
	[***]	 	AIRPLANE FLIGHT MANUAL DATA	 	[***]
	[***]	 	CUSTOMER SPECIFIED INCREASED OPERATIONAL WEIGHTS	 	[***]
	[***]	 	CUSTOMIZED LOADING SCHEDULE FOR WEIGHT AND BALANCE CONTROL - ALIGNMENT CHART LOADING	 	[***]
	[***]	 	CONFIGURATOR USAGE - MISCELLANEOUS WEIGHT COLLECTOR	 	[***]
	[***]	 	EXTERIOR COLOR SCHEME AND MARKING	 	[***]
	[***]	 	INTERIOR PASSENGER COMPARTMENT PLACARDS AND MARKINGS	 	[***]
	[***]	 	LEASING/OWNERSHIP NAMEPLATES	 	[***]
	[***]	 	SERVICE OPTION - ENHANCED AIRBORNE FLIGHT RECORDER (EAFR) STATEMENT OF COMPLIANCE LETTER	 	[***]
	[***]	 	PERSONAL AIR OUTLET (PAO) FOR PASSENGER	 	[***]
	[***]	 	FLIGHT DECK HUMIDIFICATION SYSTEM	 	[***]
	[***]	 	EMERGENCY LOCATOR TRANSMITTER (ELT) - ANTENNA & CONTROL PANEL	 	[***]
	[***]	 	ATN DATALINK	 	[***]
	[***]	 	FLIGHT DECK ENTRY VIDEO SURVEILLANCE SYSTEM (FDEVSS)	 	[***]
	[***]	 	TBS3 - MOUNTING PROVISIONS - CUSTOMER UNIQUE FEATURE PANELS	 	[***]
	[***]	 	TBS3 - CUSTOMER UNIQUE FEATURE PANEL - INSTALLATION - DOOR 2 LEFT, AFT	 	[***]
	[***]	 	PASSENGER SERVICE UNIT (PSU) & OXYGEN MASK LOCATION ARRANGEMENT INSTALLATION	 	[***]
	[***]	 	CLOSET - FULL HEIGHT - DOOR 2R, AFT	 	[***]
	[***]	 	CLOSET - FULL HEIGHT - DOOR 2 CENTER, FWD	 	[***]
	[***]	 	CLOSET - FULL HEIGHT - DOOR 4 CENTER, FWD	 	[***]
	[***]	 	CLOSET -  FULL HEIGHT - DOOR 3 CENTERLINE, FWD - LBL 28	 	[***]
	[***]	 	PARTITION - DOOR 2 LEFT, AFT	 	[***]
	[***]	 	CURTAIN - DOOR 1 LEFT	 	[***]
	[***]	 	CURTAIN - DOOR 1 RIGHT	 	[***]
	[***]	 	CURTAIN - DOOR 2 GALLEY COMPLEX - LEFT	 	[***]
	[***]	 	CURTAIN - DOOR 2 GALLEY COMPLEX - RIGHT	 	[***]
	[***]	 	CURTAIN - DOOR 4 LEFT, FWD	 	[***]
	[***]	 	CURTAIN - DOOR 4 RIGHT, FWD	 	[***]
	[***]	 	CURTAIN - CREW REST ENCLOSURE - DOOR 4L, FWD	 	[***]
	[***]	 	CURTAIN - CREW REST ENCLOSURE - DOOR 4R, FWD	 	[***]
	[***]	 	CURTAIN - DOOR 2 LEFT, AFT - WITH FABRIC CLOSEOUT HEADER	 	[***]
	[***]	 	CURTAIN - DOOR 2 RIGHT, AFT - WITH FABRIC CLOSEOUT HEADER	 	[***]
	[***]	 	ECONOMY CLASS SEAT - B/E AEROSPACE - PINNACLE - 9 ABREAST SEATING (3-3-3)	 	[***]
	[***]	 	BUSINESS CLASS SEAT - ZODIAC SEATS UK - AURA LITE - 6 ABREAST SEATING (2-2-2)	 	[***]



 


	Exhibit A to PA 3256	BOEING PROPRIETARY	
        SA-4

        Page 1 of 4






 




     


     


    

  


BOEING PROPRIETARY


 


	Configuration	 	 	 	2006 Dollars
	Item Number	 	Title	 	Price Per A/C
	[***]	 	TBS3 - BUSINESS CLASS SEATS - CUSTOMER UNIQUE TEXT PLACARDS - CUSTOM COLORS	 	[***]
	[***]	 	BFE PREMIUM ECONOMY CLASS SEATS INSTALLATION (PREVIOUSLY INTEGRATED)	 	[***]
	[***]	 	TBS3 - CABIN ATTENDANT STATIONS - CABIN ATTENDANT PANEL - CUSTOMER UNIQUE LOCATION - DOOR 2 RIGHT, AFT	 	[***]
	[***]	 	VIDEO CONTROL STATION (VCS) - 15 INCH - OUTBOARD	 	[***]
	[***]	 	ATTENDANT SEAT - STANDARD - AS1F-1L	 	[***]
	[***]	 	ATTENDANT SEAT - STANDARD - AS1A-1R	 	[***]
	[***]	 	ATTENDANT SEAT - STANDARD - AS2F-1L	 	[***]
	[***]	 	ATTENDANT SEAT - STANDARD - AS2F-1R	 	[***]
	[***]	 	ATTENDANT SEAT - STANDARD - AS2A-1R	 	[***]
	[***]	 	ATTENDANT SEAT - STANDARD - AS3F-1R	 	[***]
	[***]	 	ATTENDANT SEAT - STANDARD - AS4F-1R	 	[***]
	[***]	 	ATTENDANT SEAT - STANDARD - AS4A-1L	 	[***]
	[***]	 	ATTENDANT SEAT - STANDARD - AS4A-1R	 	[***]
	[***]	 	ATTENDANT SEAT - HIGH COMFORT - AS1A-1L	 	[***]
	[***]	 	ATTENDANT SEAT - STANDARD - AS3F-1L	 	[***]
	[***]	 	CABIN ATTENDANT PANEL	 	[***]
	[***]	 	TBS3 - GALLEY & ENTRY FLOOR MAT - NON-ICO COLOR AND PATTERN	 	[***]
	[***]	 	FLOOR COVERING COLLECTOR	 	[***]
	[***]	 	OVERHEAD STOWAGE BINS	 	[***]
	[***]	 	LITERATURE POCKETS	 	[***]
	[***]	 	FLOOR MOUNTED STOWAGE UNIT - DOOR 3L, FWD	 	[***]
	[***]	 	FLOOR MOUNTED STOWAGE UNIT - DOOR 3R, FWD	 	[***]
	[***]	 	FLOOR MOUNTED STOWAGE UNIT - DOOR 3C, FWD	 	[***]
	[***]	 	FLOOR MOUNTED STOWAGE UNIT - DOOR 4C, FWD	 	[***]
	[***]	 	FLOOR MOUNTED STOWAGE UNIT - DOOR 4L, FWD	 	[***]
	[***]	 	FLOOR MOUNTED STOWAGE UNIT - DOOR 4R, FWD	 	[***]
	[***]	 	ATTENDANT MODULES (AMODS)	 	[***]
	[***]	 	OVERHEAD FLIGHT CREW REST (OFCR) - 58"" SINGLE SEAT - STABLE SYSTEMS, EQUIPMENT AND MODULES	 	[***]
	[***]	 	OVERHEAD FLIGHT CREW REST (OFCR) - 58-INCH SINGLE SEAT ENCLOSURE SELECTABLES	 	[***]
	[***]	 	MEDICAL ELECTRICAL OUTLETS	 	[***]
	[***]	 	TBS3 - PAPER TOWEL HOLDER, BOX TYPE - CUSTOM LOCATION - GALLEY FAMILY 50	 	[***]
	[***]	 	TBS3 - INSTALLATION OF GALLEY MIRRORS - FAMILY 53 -  G4F-1C	 	[***]
	[***]	 	TBS3 - CUSTOMER SUPPLIED GALLEY CARTS AND BOEING PROVIDED DKA GALLEY CARTS - CERTIFICATION	 	[***]
	[***]	 	TBS3 - GALLEY STANDARD CONTAINER CERTIFICATION	 	[***]
	[***]	 	GALLEY - FAMILY 1 - G1F-1C	 	[***]
	[***]	 	GALLEY - FAMILY 37 - G1A-1L	 	[***]
	[***]	 	GALLEY - FAMILY 24 - G2A-1C	 	[***]
	[***]	 	GALLEY - FAMILY 29 - G4F-1R	 	[***]
	[***]	 	GALLEY - FAMILY 53 - G4F-1C	 	[***]
	[***]	 	GALLEY - FAMILY 50 - G4A-1C	 	[***]
	[***]	 	GALLEY INSERT PART NUMBERS - NON-ELECTRICAL	 	[***]
	[***]	 	GALLEY INSERT PART NUMBERS - ELECTRICAL	 	[***]
	[***]	 	TBS3 - GALLEY - DOUBLE DEEP CONTAINER RETRIEVAL STRAP WITH METAL RING HANDLE	 	[***]
	[***]	 	LAVATORY - FAMILY 12 - L3F-1L	 	[***]


 





	Exhibit A to PA 3256	BOEING PROPRIETARY	
        SA-4

        Page 2 of 4



 




     


     


    

 


BOEING PROPRIETARY


 


	Configuration	 	 	 	2006 Dollars
	Item Number	 	Title	 	Price Per A/C
	[***]	 	LAVATORY - FAMILY 11 - L3F-1R	 	[***]
	[***]	 	LAVATORY - WHEELCHAIR ACCESSIBLE - FAMILY 95 - L3F-2LC	 	[***]
	[***]	 	LAVATORY - WHEELCHAIR ACCESSIBLE - FAMILY 96 - L3F-2RC	 	[***]
	[***]	 	LAVATORY - LAV/CLOSET - FAMILY 65B - L3F-1RC	 	[***]
	[***]	 	LAVATORY - FAMILY 14 - L4F-1L	 	[***]
	[***]	 	LAVATORY - FAMILY 1 - L1F-1L	 	[***]
	[***]	 	LAVATORY - FAMILY 12 - L1A-1R	 	[***]
	[***]	 	PROTECTIVE BREATHING EQUIPMENT- FLIGHT DECK - AVOX - P/N 802300-14	 	[***]
	[***]	 	CREW LIFE VESTS - FLIGHT DECK	 	[***]
	[***]	 	OVERWATER EMERGENCY EQUIPMENT	 	[***]
	[***]	 	DETACHABLE EMERGENCY EQUIPMENT	 	[***]
	[***]	 	ESCAPE SYSTEM, PASSENGER CAPACITY UP TO 355 WITH SLIDE/RAFTS AT ALL DOORS (C-A-A-A)	 	[***]
	[***]	 	EXTENDED CARGO COMPARTMENT FIRE SUPPRESSION - DURATION - APPROXIMATELY 300 MINUTES	 	[***]
	[***]	 	WHEELS AND CARBON  BRAKES - MESSIER-BUGATTI	 	[***]
	[***]	 	LIGHTING SCENES - DYNAMIC CABIN LIGHTING SYSTEM - CUSTOMER SPECIFIC	 	[***]
	[***]	 	PASSENGER OXYGEN MEDIUM CAPACITY DESCENT	 	[***]
	[***]	 	POTABLE WATER STORAGE CAPACITY INCREASE - 270 GALLONS	 	[***]
	[***]	 	POTABLE WATER PRE-SELECT AT SERVICE PANEL	 	[***]
	[***]	 	TWO CONTENT SERVERS TWO NETWORK CONTROLLERS CONFIGURATION E-2 RACK INSTALLATIONS (-9 ONLY) - PANASONIC	 	[***]
	[***]	 	TBS3 -15-INCH VIDEO CONTROL STATION (VCS) EQUIPMENT -  PANASONIC - SFE	 	[***]
	[***]	 	TBS3 - PANASONIC IN-SEAT VIDEO EQUIPMENT - UNIQUE AUDIO JACK - BUSINESS CLASS SEATS	 	[***]
	[***]	 	TBS3 - PANASONIC IN-SEAT VIDEO EQUIPMENT - UNIQUE PED POWER OUTLET - BUSINESS CLASS, ECONOMY CLASS AND OVERHEAD FLIGHT CREW REST	 	[***]
	[***]	 	INFLIGHT ENTERTAINMENT SYSTEM - PANASONIC - COLOR SELECTIONS - LAN	 	[***]
	[***]	 	PANASONIC IN-SEAT VIDEO EQUIPMENT - ECONOMY CLASS SEATS	 	[***]
	[***]	 	PANASONIC IN-SEAT VIDEO EQUIPMENT - PREMIUM ECONOMY CLASS SEATS	 	[***]
	[***]	 	PANASONIC IN-SEAT VIDEO EQUIPMENT - BUSINESS CLASS SEATS	 	[***]
	[***]	 	OVERHEAD VIDEO INSTALLATION - PANASONIC	 	[***]
	[***]	 	OVERHEAD FLIGHT CREW REST IFE EQUIPMENT INSTALLATION - PANASONIC	 	[***]
	[***]	 	EXTERNAL COMMUNICATION SYSTEM - INSTALLATION - PANASONIC EXCELL 3G GSM CELLULAR DATA MODEM - CSE	 	[***]
	[***]	 	EXTERNAL COMMUNICATION SYSTEM - COMPONENT PART NUMBER COLLECTOR - PANASONIC - CSE	 	[***]
	[***]	 	SECOND MAINTENANCE SYSTEMS FILE SERVER MODULE	 	[***]
	[***]	 	CREW WIRELESS LAN UNIT	 	[***]
	[***]	 	TERMINAL CELLULAR SYSTEM	 	[***]
	[***]	 	TRANSVERSE LD-4 / LD-8 CARGO CONTAINER LOADING - FWD CARGO COMPARTMENT	 	[***]
	[***]	 	WINDOW PLUGS	 	[***]
	[***]	 	ROLLS-ROYCE PROPULSION SYSTEM	 	[***]
	[***]	 	ROLLS ROYCE TRENT 1000 THRUST RATINGS	 	[***]
	[***]	 	LUBRICATING OIL - BP2197	 	[***]


 





	Exhibit A to PA 3256	BOEING PROPRIETARY	
        SA-4

        Page 3 of 4



 




     


     


    

 


BOEING PROPRIETARY


 


	Configuration	 	 	 	2006 Dollars
	Item Number	 	Title	 	Price Per A/C
	INT_ALLOWANCE	 	INTERIOR ALLOWANCE FOR ALL MINOR MODELS (FOR USE ON DCAC-CONFIGURED AIRPLANES ONLY)	 	[***]
	 	 	 	 	 
	OPTIONS: 124	 	TOTAL - SPECIAL FEATURES - EXHIBIT A: 	 	[***]


 


FIXED PRICE CHANGES


	
         [***]
	 	TBS3 -15-INCH VIDEO CONTROL STATION (VCS) EQUIPMENT -  PANASONIC - FIXED PRICE IFE - SFE	 	[***]
	[***]	 	TBS3 - PANASONIC IN-SEAT VIDEO EQUIPMENT - UNIQUE AUDIO JACK - BUSINESS CLASS SEATS - FIXED PRICE IFE	 	[***]
	[***]	 	TBS3 - PANASONIC IN-SEAT VIDEO EQUIPMENT - UNIQUE PED POWER OUTLET - BUSINESS CLASS, ECONOMY CLASS AND OVERHEAD FLIGHT CREW REST - FIXED PRICE IFE	 	[***]
	[***]	 	ILF - LAN - PANASONIC IFE SYSTEM - COLLECTOR - SFE	 	[***]
	 	 	 	 	 
	OPTIONS: 4	 	TOTAL - FIXED PRICE CHANGES: 	 	[***]


 


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


 





	Exhibit A to PA 3256	BOEING PROPRIETARY	
        SA-4

        Page 4 of 4



 








     


     


    



 


 


 


	 	The Boeing Company
	 	P.O. Box 3707
	 	Seattle, WA  98124-2207


 





6-1162-ILK-0310R4


 


LATAM Airlines Group S.A.


Avenida Presidente Riesco 5711


Piso 19


Las Condes


Santiago, Chile


 


		Subject:	Special Matters



 


		Reference:	Purchase Agreement No. 3256 (the Purchase Agreement) between The Boeing Company
(Boeing) and LATAM Airlines Group S.A. (formerly having the legal name LAN Airlines S.A. and doing business
as LAN Airlines) (Customer) relating to Boeing Model 787-916/-816 aircraft (Aircraft)



 


This letter agreement (Letter
Agreement) cancels and supercedes Letter Agreement 6-1162-ILK-0310R2 and amends and supplements the Purchase Agreement.
All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement.


 


		1.	Definitions.



 


1.1“STE”
when used specifically in relation to any credit memorandum contained in this letter agreement shall mean that the relevant credit
memorandum shall be escalated to the month of delivery in the same manner as the [***].


 


1.2 “Limitations
on Use” when used in relation to any credit memorandum contained in this letter agreement shall mean that the
applicable credit memorandum may be used for the purchase of Boeing goods and services or applied to the final delivery payment
for the Aircraft for which the credit was issued, but that the relevant credit memorandum shall be prohibited from use for satisfaction
of any Advance Payment obligation. .


 


1.3[***]
 as set forth in Table 3.


 


1.4[***] as set
forth in Table 3,.


 


1.5[***]


 


1.6[***]


 


1.7[***]




  





	P.A. No. 3256	 
	Special_Matters	S.A. 4




 





BOEING PROPRIETARY


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







 




     


     


    

 


 


 


LATAM Airlines Group S.A.

6-1162-ILK-0310R3


Page 2


 


		2.	787-9/-8 Credit Memoranda.



 


Subject to Customer’s
adherence to the Limitations on Use, Boeing will provide the Customer a credit memorandum concurrently with the delivery of each
787-916 and each 787-816 [***]


 


Article 2 Credit
Memoranda Table


 


	Article 2 Credit Memoranda	 	787-9

Concession

Stated as a

Percentage of

Airframe Price	 	
        787-8

        Concession

        Stated as a

        Percentage of

        Airframe Price

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


 


		3.	[***]



 


[***]


 


		4.	[***]



 


4.1.        [***]


 


4.1.1.     [***]


 


 


4.1.2.     [***]


 


4.1.3.     [***]


 








	P.A. No. 3256	 
	Special_Matters	S.A. 4




 





BOEING PROPRIETARY


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



 




     


     


    

 


 


 


LATAM Airlines Group S.A.

6-1162-ILK-0310R3


Page 3


 


4.2          [***]


 


4.2.1      [***]


 


4.2.2      [***]


 


		5.	[***]



 


5.1.         [***]


 


		6.	Economic Considerations for the Option Aircraft.



 


Subject to Customer’s
adherence to the Limitations on Use, Boeing agrees that the [***]


 


Additionally, Boeing
agrees that [***] Letter Agreement to the Purchase Agreement. [***]


 


		(i)	Customer to provide Boeing with its notice of option exercise rights no later than [***] and



 


		(ii)	for [***] delivery year Option Aircraft: Customer to provide Boeing with its notice of option exercise
rights no later than [***]



 


Notwithstanding Article 4.2 of the Option
Aircraft Letter, Boeing may not [***]. Accordingly, the tables conforming to this Article 6 are provided as [***]. A sample form
of supplemental agreement (illustrative of the contractual documentation incident to implementation of the Customer’s exercise
of its rights in respect of the purchase of Option Aircraft) that is acceptable to Boeing is attached as [***] to this Letter Agreement.
[***].


 


		7.	Economic Considerations for the Substitution Aircraft.



 


In the event of substitution
of an Aircraft by the Customer pursuant to the Aircraft Model Substitution Letter Agreement to the Purchase Agreement, Boeing agrees
to provide Customer with [***] concurrent with the [***] and subject to Customer’s adherence to the Limitations on Use. [***].
A sample form of supplemental agreement (illustrative of the contractual documentation incident to implementation of the Customer’s
[***].




 











	P.A. No. 3256	 
	Special_Matters	S.A. 4




 





BOEING PROPRIETARY


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



 




     


     


    

 


 


 


LATAM Airlines Group S.A.

6-1162-ILK-0310R3


Page 4


 


		8.	Correction Time Objectives.



 


In the event that
Boeing is able to make improvements to Correction Time Objectives as defined in Article 8.3.1 of Exhibit C to the AGTA, Product
Assurance Document, then Boeing will revise the referenced Article to reflect the revision, e.g., to reflect subsequent schedule
improvement to the extent realized.


 


		9.	Fuel Provided by Boeing.



 


Boeing will provide to Customer, without
charge, the amount of fuel shown in U.S. gallons in the table below for the model of Aircraft being delivered and full capacity
of engine oil at the time of delivery or prior to the ferry flight of the Aircraft as follows:


 


	Aircraft Model	 	Fuel Provided
	Boeing Model 787 Aircraft,

 including all minor models	 	

[***]


 


		10.	Assignment.



 


[***].


 


[***]


 


i.   [***];


 


ii.  [***]; and


 


iii.  [***]


 


[***]


 


[***]


 


[***]


 


[***]


 


[***]


 


		11.	MTOW and Other Configuration Matters.



 


		11.1	[***]



 


[***]





  





	P.A. No. 3256	 
	Special_Matters	S.A. 4




 





BOEING PROPRIETARY


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



 




     


     


    

 


 


 


LATAM Airlines Group S.A.

6-1162-ILK-0310R3


Page 5


 


		11.2	[***] to the Purchase Agreement.



 


		12.	Acknowledgement of Financing Support.



 


[***]


 


		13.	Confidential Treatment.



 


Boeing and Customer
understand that the commercial and financial information contained in this Letter Agreement is considered by the parties as confidential
(Confidential Information) and both agree not to disclose such Confidential Information except as provided
herein. In addition to the parties’ respective officers, directors and employees who need to know the Confidential Information
and who understand the obligation to keep it confidential, the parties may disclose Confidential Information (1) to the extent
required by law including without limitation judicial order or by requirement of a governmental agency and (2) to its agents, auditors
and advisors who need to know the Confidential Information for purposes of enabling each party to understand, perform its obligations
under, or receive the benefits of, this Agreement and who have agreed not to use or disclose the Confidential Information for any
other purpose without the other party’s prior written consent. In the event that a party concludes that disclosure of Confidential
Information contained in this Letter Agreement is required by applicable law, the party will so advise the other party promptly
in writing and endeavor to protect the confidentiality of such Confidential Information to the widest extent possible. In the event
of a legal dispute with Boeing, nothing herein will preclude Customer from sharing with its legal counsel information necessary
for purposes of enabling counsel to advise or represent Customer provided that so long as Customer causes its legal counsel to
maintain the confidentiality of information that is the subject of this Article. Except as provided in the assignment provisions
of Article 10 of this Special Matters Letter Agreement, Customer will not disclose this Letter Agreement for purposes of financing
payments without the prior written consent of Boeing, which consent will be provided once the financier enters into a Non Disclosure
Agreement with Boeing in form and substance reasonably satisfactory to Boeing, which will include agreeing not to disclose or use
Confidential Information except for the purpose set forth herein. This provision shall not apply to any Confidential Information
that is in the public domain except that a party will be liable to the other for breach of its obligations under this provision
if the Confidential Information entered the public domain as a consequence of a wrongful act or omission on its part.


  





	P.A. No. 3256	 
	Special_Matters	S.A. 4




 





BOEING PROPRIETARY


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



 




     


     


    

 


 


 


LATAM Airlines Group S.A.

6-1162-ILK-0310R3


Page 6


 


Very truly yours,


 


THE BOEING COMPANY


 


	By:	 	 
	 	David J. Hilby	 
	 	 	 
	Its:  	Attorney-In-Fact	 


 


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


 


ACCEPTED AND AGREED TO


 


Date: April_________, 2015


 


	LATAM Airlines Group S.A.	 
	 	 
	By:	 	 
	 	 	 
	Its:  	 	 
	 	 	 
	By:	 	 
	 	 	 
	Its:  	 	 


 


  





	P.A. No. 3256	 
	Special_Matters	S.A. 4




 





BOEING PROPRIETARY


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



 




     


     


    

 


LAN Airlines S.A.

Attachment 1 to 6-1162-ILK-0310R3


 


Attachment 1 ROLLS to

Special Matters Letter Agreement No. 6-1162-ILK-0310R3

TRENT1000-A Powered 787-8 Option Aircraft Delivery, Description, Price and Advance Payments


 


[***]


  


	P.A. No. 3256, APR 45875	 
	Special_Matters, Attachment 1	Exhibit 4 to S.A. 3


 


BOEING PROPRIETARY


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


  




     


     


    

 


LAN Airlines S.A.

Attachment 1 to 6-1162-ILK-0310R3 Page 2 of 2


 


Attachment 1 GENX to

Special Matters Letter Agreement No. 6-1162-ILK-0310R3

GENX Powered 787-8 Option Aircraft Delivery, Description, Price and Advance Payments


 


[***]


 


	P.A. No. 3256	Exhibit 4 to S.A. 3
	Special_Matters	 


 


BOEING PROPRIETARY


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




 




     


     


    

 


LAN Airlines S.A.

Attachment 2 to 6-1162-ILK-0310R3 Page 1 of 1


 


Attachment 2 Substitution Aircraft
Credit Memoranda Table


 


	Article 5 Credit Memoranda	 	
        Substitution

        787-9

        Aircraft

        
	 	
        Substitution

        787-8

        Aircraft

        
	 	Substitution 

787-10 

Aircraft
	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]


 





 


	P.A. No. 3256,	 
	Special_Matters, Attachment 2	Exhibit 4 to S.A. 3


 


BOEING PROPRIETARY


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


 




     


     


    



 


[***] INDICATED CONFIDENTIAL MATERIAL OMITTED PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION SEPARATELY WITH A REQUEST FOR CONFIDENTIAL
TREATMENT.


 


Supplemental Agreement No. 5


 


to


 


Purchase Agreement No. 3256


 


between


 


THE BOEING COMPANY


 


and


 


LATAM
AIRLINES GROUP S.A.


 


Relating to Boeing Model 787-916/787-816
Aircraft


 


THIS SUPPLEMENTAL AGREEMENT, entered into
as of July ____, 2015, (“Supplemental Agreement Number 5” or “ SA-5”) by and between
THE BOEING COMPANY, a Delaware corporation (Boeing), and LATAM Airlines Group S.A. (formerly having the legal name
LAN Airlines S.A. and doing business as LAN Airlines), a Chilean corporation (Customer);


 


WITNESSETH:


 


WHEREAS, the parties
entered into Purchase Agreement No. 3256, dated as of October 29, 2007 relating to the purchase and sale of Boeing Model 787-916
and Model 787-816 Aircraft (the Purchase Agreement) as amended by Supplemental Agreements No. 1, 2, 3 and 4;


 


WHEREAS, Customer and
Boeing wish to document the [***].


 


AGREEMENT:


 


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


 





	P.A. No. 3256	SA5-1	 










BOEING PROPRIETARY


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


 




     


     


    

 


		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 and is attached as Exhibit 1 to this SA-5.



 


		2.	Articles – N/A in this SA-5.



 


		3.	Tables



 


3.1          Table 1-ROLLS 787-916 Rev 2 is deleted
in its entirety and replaced by Table 1-ROLLS 787-916 Rev 3, which incorporates the revised [***].


 


		4.	Exhibits and Supplemental Exhibits



 


4.1          N/A in this SA-5.


 


		5.	Letter Agreements



 


5.1          Letter Agreement Amendment #1 to
LAN-PBO-1300269 “Amendment #1 to Model 787 Aircraft Delivery Delay Settlement Agreement” is deleted in its entirety
and replaced by Amendment #1 to LAN-PBO-1300269R-1 “ Revision Number 1 to Amendment #1 to Model 787 Aircraft Delivery
Delay Settlement Agreement” attached as Exhibit 2 to this SA-5.


 


5.2          Letter Agreement 6-1162-ILK-0310R4
"Special Matters" is deleted in its


entirety and replaced by Letter Agreement 6-1162-ILK-0310R5
"Special Matters" and is


attached as Exhibit 3 to this SA-5.


 


		6.	Miscellaneous



 


This Supplemental Agreement
5 results in excess advance payments in the [***] by Boeing and may be used by Customer [***] on the Purchase Agreement.


 





	P.A. No. 3256	SA5-2	 





BOEING PROPRIETARY


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


 




     


     


    

 


		7.	Confidential Treatment.



 


Boeing and Customer understand that the
commercial and financial information contained in this Supplemental Agreement Number 5 is considered by the parties as confidential
(Confidential Information) and both agree not to disclose such Confidential Information except as provided
herein. In addition to the parties’ respective officers, directors and employees who need to know the Confidential Information
and who understand the obligation to keep it confidential, the parties may disclose Confidential Information (1) to the extent
required by law, including without limitation judicial order or by a requirement of a governmental agency and (2) to its agents,
auditors and advisors who need to know the Confidential Information for purposes of enabling each party to understand, perform
its obligations under, or receive the benefits of, this Supplemental Agreement Number 5 and who have agreed not to use or disclose
the Confidential Information for any other purpose without the other party’s prior written consent. In the event that a party
concludes that disclosure of Confidential Information contained in this Supplemental Agreement Number 5 is required by applicable
law, the party will so advise the other party promptly in writing and endeavor to protect the confidentiality of such Confidential
Information to the widest extent possible. In the event of a legal dispute with Boeing, nothing herein will preclude Customer from
sharing with its legal counsel information necessary for purposes of enabling counsel to advise or represent Customer provided
that so long as Customer causes its legal counsel to maintain the confidentiality of information that is the subject of this Article.
Except as provided in the assignment provisions of Article 10 of the Special Matters Letter Agreement 6-1162-ILK-0310R3, Customer
will not disclose this Supplemental Agreement Number 5 for purposes of financing payments without the prior written consent of
Boeing, which consent will be provided once the financier enters into a Non Disclosure Agreement with Boeing in form and substance
reasonably satisfactory to Boeing, which will include agreeing not to disclose or use Confidential Information except for the purpose
set forth herein. This provision shall not apply to any Confidential Information that is in the public domain except that a party
will be liable to the other for breach of its obligations under this provision if the Confidential Information entered the public
domain as a consequence of a wrongful act or omission on its part.


 


Unless the context otherwise requires, all capitalized terms
used herein and not otherwise defined shall have the same meanings as in the Purchase Agreement. The Purchase Agreement will be
deemed to be amended to the extent provided herein and as so amended will continue in full force and effect. In the event of any
inconsistency between the above provisions and the provisions contained in the referenced exhibits to this Supplemental Agreement
Number 5, the terms of the exhibits will control.


 


This Supplemental Agreement
will become effective upon execution and receipt by both Parties on or before July 10, 2015, after which date this Supplemental
Agreement will be null and void and have no force or effect.


 





	P.A. No. 3256	SA5-3	 





BOEING PROPRIETARY


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


 




     


     


    

 


	THE BOEING COMPANY	 	LATAM AIRLINES GROUP S.A.
	 	 	 	 
	By:	 	 	By:	 
	 	David Hilby	 	 	 
	 	 	 	 	 
	Its	Attorney-In-Fact	 	Its:	 
	 	 	 	 
	 	 	By:	 
	 	 	 	 
	 	 	Its:	 


 





	P.A. No. 3256	SA5-4	 





BOEING PROPRIETARY


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


 




     


     


    

 


[***] INDICATED CONFIDENTIAL MATERIAL OMITTED PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION SEPARATELY WITH A REQUEST FOR
CONFIDENTIAL TREATMENT.


 


TABLE OF CONTENTS


 


	 	 	SA
		 	NUMBER
	ARTICLES	 	 
	 	 	 
	1.	Quantity, Model and Description	SA-1
	 	 	 
	2.	Delivery Schedule	SA-1
	 	 	 
	3.	Price	SA-1
	 	 	 
	4.	Payment	SA-1
	 	 	 
	5.	Miscellaneous	SA-1


 


TABLE


 


	1-ROLLS	787-916 Aircraft Information Table 1 Rev 3	SA-5
	 	 	 
	1-GENX	787-916 Aircraft Information Table 1	 
	 	 	 
	1-ROLLS	787-816 Aircraft Information Table 1 Rev 3	SA-4
	 	 	 
	1-GENX	787-816 Aircraft Information Table 1	 
	 	 	 
	Table 2	787-816 Aircraft Information Table 1 for 2011 Aircraft	Deleted SA-3
	 	 	 
	Table 3	787-816 Aircraft Information Table 1 for 2011-2013 Aircraft Rev 1	SA-4
	 	 	 
	Table 4	787-816 Aircraft Information Table 1 for [***] Aircraft	Deleted SA-4
	 	 	 
	Table 5	787-816 Aircraft Information Table 1 for Table 5 Aircraft	SA-3
	 	 	 
	Table 6	787-816 Aircraft Information Table 1 for Table 6 Aircraft	SA-3


 


	EXHIBIT	 	 


 


	A.	787-916 Aircraft Configuration	SA-4
	 	 	 
	A.	787-816 Aircraft Configuration	SA-3
	 	 	 
	A1	787-816 Aircraft Configuration for 2011 Aircraft	Deleted SA-3
	 	 	 
	B.	Aircraft Delivery Requirements and Responsibilities	 


 





	 	TOC -1	SA-4










BOEING PROPRIETARY


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


 




     


     


    

 


	 	 	SA
		NUMBER
	SUPPLEMENTAL EXHIBITS	 
	AE1.	Escalation Adjustment/Airframe and Optional Features	 
	 	 	 
	BFE1.	Buyer Furnished Equipment Variables	 
	 	 	 
	BFE2.	Buyer Furnished Equipment Variables for Accelerated	SA-1 & SA-2
	 	Aircraft	Art. 6.2
	 	 	 
	CS1.	Customer Support Variables	 
	 	 	 
	EE1.ROLLS	Engine Escalation and Engine Warranty	 
	 	 	 
	EE1.GENx	Engine Escalation and Engine Warranty	 
	 	 	 
	SLP1.	Service Life Policy Components	 


 


LETTER AGREEMENTS


 


	3256-01	 	787 Spare Parts Initial Provisioning	SA-1 & SA-2

(Art 7.1)
	3256-02	 	Open Configuration Matters	SA-1& SA-2

(Art 7.2)
	3256-03	 	787 e-Enabling Letter Agreement	 
	3256-04	 	787 Spare Parts Commitment	 
	6-1162-ILK-0310R5	 	Special Matters (including)	SA-5
	 	 	Attachment 1 – [***] Aircraft	 
	 	 	Attachment 2 – [***]	 
	 	 	Appendix 1 – Form of Supplemental Agreement for Option Aircraft	 
	 	 	Appendix 2 - Form of Supplemental Agreement for Substitution Aircraft	 
	6-1162-ILK-0311	 	787 AGTA Terms Revisions	 
	6-1162-ILK-0312R2	 	[***] Support	SA-3
	6-1162-ILK-0313	 	EULA Special Matters	 
	6-1162-ILK-0314R1	 	[***] 	SA-1 & SA-2 
	 	 	 	(Art 7.5)
	 	 	 	SA-3 Art 6.3 & 6.4
	6-1162-ILK-0315	 	Special Matters Relating to [***] Requirements	SA-1 & SA-2 
	 	 	 	(Art 7.6)
	 	 	 	SA-3 Art. 6.5
	6-1162-ILK-0316	 	Aircraft Model [***]	SA-1 (Art 7.8)


 








	 	TOC -2	SA-4







BOEING PROPRIETARY


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


 




     


     


    

 


		 	 	SA
    NUMBER
	LETTER
    AGREEMENTS	 
	6-1162-ILK-0317	 	[***]
    Aircraft	 
	 6-1162-ILK-0318	 	Alternate
    Engine Selection	SA1 & SA2 
	 	 	 	 (Art 2)
	6-1162-ILK-0319R1	 	[***]
    Escalation 	SA-3
	6-1162-ILK-0319R1	 	Table A to [***]
    Escalation Letter Agreement, Data Elements 	SA-3
	6-1162-ILK-0320	 	Delivery
    [***]	 
	6-1162-ILK-0321	 	Demonstration Flight Waiver	 
	6-1162-ILK-0322	 	AGTA
    Article 8.2 Insurance; Warranty Coverage; and Exhibit B Matters for Certain Boeing Model 787-9 Aircraft Leased from International
    Lease Finance Corporation by LAN Airlines S.A.	 
	6-1162-ILK-0323	 	Special Matters Customer Support	SA-1 (Art 7.9); 
	 	 	 	SA-2 (Art 7.8)
	6-1162-ILK-0324	 	Special Matters Warranty	 
	6-1162-ILK-0325	 	NOT USED 	 
	6-1162-ILK-0326	 	Special Matters Customer 787 Fleet	SA-1(Art 7.10)

    SA-2 (Art 7.8)
	6-1162-ILK-0327	 	[***] 787-916/-816	SA-2 (Art7.10)
	6-1162-ILK-0328	 	Performance  Retention Commitment	SA-1
	6-1162-ILK-0329	 	Extended Operations (ETOPS) Matters	 
	6-1162-ILK-0330	 	[***]	 
	6-1162-ILK-0331	 	[***]	SA-2 (Art 7.11)
	6-1162-KSW-6446	 	[***]  	Deleted
    SA-3
	6-1162-KSW-6447	 	[***]	Deleted
    SA-3
	6-1162-KSW-6453   	 	TRENT1000-A
    Powered 787-816 

    Performance Retention Commitment	SA-1
	6-1162-KSW-6453R1	 	TRENT1000-A
    Powered 787-816 Performance Retention Commitment	SA-2 & SA-3 

    (Art. 6.9)
	6-1162-KSW-6458	 	TRENT1000-A
    Powered 787-916 Performance Retention Commitment	SA-1
	6-1162-KSW-6473	 	Delivery
    [***] for September 2011 Accelerated Aircraft	SA-2 & SA-3

    (Art 6.10)
	6-1167-MAG-0496	 	[***]	SA-3
	6-1167-MAG-0500	 	Advance
    Payment Special Matters – SA-3	SA-3
	6-1167-MAG-0502	 	787 Post Delivery
    Software & Data Loading	SA-3
	6-1167-MAG-0506	 	[***]	SA-3
	 	 	[***]	 
	Amendment #1 to LAN-PBO-1300269	 	Revision Number 1 to Amendment #1 to LAN-PBO-130269R1	Deleted
    SA-5
	 	 	 	 
	Revision #1 to
    Amendment #1 to LAN-PBO-1300269R1	 	 	SA-5





 





	 	TOC -3	SA-4







BOEING PROPRIETARY


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


 




     


     


    






 


Table 1 Rev 3 to


SA-5


Purchase Agreement No. PA-03256


787-916 Aircraft Delivery, Description,
Price and Advance Payments


 


	Airframe Model/MTOW:      787-9	[***]	 	Detail Specification:	[***]	 	 
	Engine Model/Thrust:            TRENT1000-J	[***]	 	Airframe Price
    Base Year/Escalation Formula:	[***]	 	ECI-MFG/CPI
	Airframe Price:	[***]	 	Engine
    Price Base Year/Escalation Formula:	[***]	 	787 ECI-MFG CPI Eng







	Optional Features:	[***]	 	 	 	 	 
	Sub-Total of Airframe and Features:	[***]	 	Airframe Escalation Data:	 	 	 
	Engine Price (Per Aircraft):	[***]	 	Base Year Index (ECI):	[***]	 	 
	Aircraft Basic Price (Excluding BFE/SPE):	[***]	 	Base Year Index (CPI):	[***]	 	 
	Buyer Furnished Equipment (BFE) Estimate:	[***]	 	Engine Escalation Data:	 	 	 
	In-Flight Entertainment (IFE) Estimate:	[***]	 	Base Year Index (ECI):	[***]	 	 
	 	[***]	 	Base Year Index (CPI):	[***]	 	 
	Deposit per Aircraft:	[***]	 	 	 	 	 


 


	 	 	 	 	Escalation	 	Escalation	 	 	 	Escalation
    Estimate	 	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
	Delivery	 	Number of	 	Factor	 	Factor	 	Manufacturer	 	Adv Payment Base	 	At Signing	 	24 Mos.	 	21/18/12/9/6 Mos.	 	Total
	Date	 	Aircraft	 	(Airframe)	 	(Engine)	 	Serial Number	 	Price Per
    A/P	 	1%	 	4%	 	5%	 	30%
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	Total:	 	[***]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


[***] INDICATED CONFIDENTIAL MATERIAL OMITTED
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION SEPARATELY WITH A REQUEST
FOR CONFIDENTIAL TREATMENT.


 


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


 





	LAN-PA-03256 SA-5

71984-1F.TXT



	Boeing Proprietary	Page 1







 








     


     


    



 





	 	
        The Boeing Company

        P.O. Box 3707

        Seattle, WA  98124-2207








  





[***] INDICATED CONFIDENTIAL MATERIAL OMITTED PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION SEPARATELY WITH A REQUEST FOR CONFIDENTIAL
TREATMENT.


 


6-1162-ILK-0310R5


 


LATAM Airlines Group S.A.


Avenida Presidente Riesco 5711


Piso 19


Las Condes


Santiago, Chile


 


	Subject:	Special Matters
	 	 
	Reference:	Purchase Agreement No. 3256 (the Purchase Agreement) between The Boeing Company (Boeing) and LATAM Airlines Group S.A. (formerly having the legal name LAN Airlines S.A. and doing business as LAN Airlines) (Customer) relating to Boeing Model 787-916/-816 aircraft (Aircraft)


 


This letter agreement (Letter
Agreement) cancels and supercedes Letter Agreement 6-1162-ILK-0310R2 and amends and supplements the Purchase Agreement.
All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement.


 


		1.	Definitions.



 


1.1       “STE”
when used specifically in relation to any credit memorandum contained in this letter agreement shall mean that the relevant credit
memorandum shall be escalated to the month of delivery in the same manner as [***]


 


1.2       “Limitations on Use” when used in relation to any credit memorandum contained in this letter agreement
shall mean that the applicable credit memorandum may be used for the purchase of Boeing goods and services or applied to the final
delivery payment for the Aircraft for which the credit was issued, but that the relevant credit memorandum shall be prohibited
from use for satisfaction of any Advance Payment obligation. .


 


1.3       [***]


 


1.4       [***]


 


1.5       [***]


 


1.6       “September 2011 Accelerated Aircraft” [***]


 


P.A. No. 3256


	Special_Matters	SA-5


BOEING PROPRIETARY


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


 




     


     

    

 


 


LATAM Airlines Group S.A.

6-1162-ILK-0310R5


Page 2


 


1.7       “Table
6 Aircraft” [***] identified in Supplemental Agreement 1 and 2 to the Purchase Agreement.


 


		2.	787-9/-8 Credit Memoranda.



 


Subject to Customer’s
adherence to the Limitations on Use, Boeing will provide the Customer a credit memorandum concurrently with the delivery of each
787-916 and each 787-816 Aircraft [***]


 


Article 2 Credit
Memoranda Table


 


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


 


		3.	[***].



 


[***]


 


		4.	[***].



 


4.1.          [***].


 


4.1.1.          [***]


 


4.1.2.          [***].


 


	P.A. No. 3256

 Special_Matters	SA-5





BOEING PROPRIETARY


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


 




     


     

    

 


 


LATAM Airlines Group S.A.

6-1162-ILK-0310R5


Page 3


 


4.1.3.          [***]


 


4.2           [***]


 


4.2.2           [***]


 


5.          [***]


 


5.1.          [***]


 


6.          Economic
Considerations for the Option Aircraft.


 


Subject to Customer’s
adherence to the Limitations on Use, Boeing agrees that the [***]


 


Additionally, Boeing
agrees that Customer obligation for [***] of the amount reflected in the Option Aircraft Letter Agreement to the Purchase Agreement.
[***]


 


(Option Aircraft
Letter) as follows:


 


(i)          Customer
to provide Boeing with its notice of option exercise rights [***] and


 


Notwithstanding Article 4.2 of the Option
Aircraft Letter, Boeing may not [***] Accordingly, the tables conforming to this Article 6 are provided as [***]. A sample form
of supplemental agreement (illustrative of the contractual documentation incident to implementation of the Customer’s exercise
of its rights in respect of the purchase of Option Aircraft) that is acceptable to Boeing is attached as [***].


 


7.          Economic
Considerations for the Substitution Aircraft.


 


In the event of substitution
of an Aircraft by the Customer pursuant to the Aircraft Model Substitution Letter Agreement to the Purchase Agreement, Boeing agrees
to provide Customer with [***] concurrent with the delivery [***] and subject to Customer’s adherence to the Limitations
on Use. [***]. A sample form of supplemental agreement (illustrative of the contractual documentation incident to implementation
of the Customer’s [***].


 


	P.A. No. 3256

 Special_Matters	SA-5





BOEING PROPRIETARY


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


 




     


     

    

 


 


LATAM Airlines Group S.A.

6-1162-ILK-0310R5


Page 4


 


8.          Correction
Time Objectives.


 


In the event that
Boeing is able to make improvements to Correction Time Objectives as defined in Article 8.3.1 of Exhibit C to the AGTA, Product
Assurance Document, then Boeing will revise the referenced Article to reflect the revision, e.g., to reflect subsequent schedule
improvement to the extent realized.


 


9.          Fuel
Provided by Boeing.


 


Boeing will provide to Customer, without
charge, the amount of fuel shown in U.S. gallons in the table below for the model of Aircraft being delivered and full capacity
of engine oil at the time of delivery or prior to the ferry flight of the Aircraft as follows:


 


	Aircraft Model	 	Fuel Provided
	Boeing Model 787 Aircraft,

 including all minor models	 	
        

[***]



 


10.         Assignment.


 


[***]


 


[***]


 


i.          [***];


 


ii.         [***];
and


 


iii.        [***]


 


[***]


 


[***]


 


[***]


 


[***]


 


[***]


 


11.         [***].


 


11.1         [***]


 


[***]


 


	P.A. No. 3256

 Special_Matters	SA-5





BOEING PROPRIETARY


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


 




     


     

    

 


 


LATAM Airlines Group S.A.

6-1162-ILK-0310R5


Page 5


 


11.2         [***]


 


		12.	Acknowledgement of Financing Support.



 


Boeing acknowledges
that financing assistance has been requested by Customer and discussions have been held between Customer and Boeing Capital Corporation.


 


		13.	Confidential Treatment.



 


Boeing and Customer
understand that the commercial and financial information contained in this Letter Agreement is considered by the parties as confidential
(Confidential Information) and both agree not to disclose such Confidential Information except as provided
herein. In addition to the parties’ respective officers, directors and employees who need to know the Confidential Information
and who understand the obligation to keep it confidential, the parties may disclose Confidential Information (1) to the extent
required by law including without limitation judicial order or by requirement of a governmental agency and (2) to its agents, auditors
and advisors who need to know the Confidential Information for purposes of enabling each party to understand, perform its obligations
under, or receive the benefits of, this Agreement and who have agreed not to use or disclose the Confidential Information for any
other purpose without the other party’s prior written consent. In the event that a party concludes that disclosure of Confidential
Information contained in this Letter Agreement is required by applicable law, the party will so advise the other party promptly
in writing and endeavor to protect the confidentiality of such Confidential Information to the widest extent possible. In the event
of a legal dispute with Boeing, nothing herein will preclude Customer from sharing with its legal counsel information necessary
for purposes of enabling counsel to advise or represent Customer provided that so long as Customer causes its legal counsel to
maintain the confidentiality of information that is the subject of this Article. Except as provided in the assignment provisions
of Article 10 of this Special Matters Letter Agreement, Customer will not disclose this Letter Agreement for purposes of financing
payments without the prior written consent of Boeing, which consent will be provided once the financier enters into a Non Disclosure
Agreement with Boeing in form and substance reasonably satisfactory to Boeing, which will include agreeing not to disclose or use
Confidential Information except for the purpose set forth herein. This provision shall not apply to any Confidential Information
that is in the public domain except that a party will be liable to the other for breach of its obligations under this provision
if the Confidential Information entered the public domain as a consequence of a wrongful act or omission on its part.


 


	P.A. No. 3256 

Special_Matters	SA-5





BOEING PROPRIETARY


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


 




     


     

    

 


 


LATAM Airlines Group S.A.

6-1162-ILK-0310R5


Page 6


 


Very truly yours,


 


THE BOEING COMPANY


 


	By:	 	 
	 	David J. Hilby	 
	 	 	 
	Its: 	Attorney-In-Fact	 


 


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


 


ACCEPTED AND AGREED TO


 


Date: July_________, 2015


 


LATAM Airlines Group
S.A.


 


	By:	 	 
	 	 	 
	Its:	 	 
	 	 	 
	By:	 	 
	 	 	 
	Its:  	 	 


 


	P.A. No. 3256 

Special_Matters	SA-5





BOEING PROPRIETARY


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


 






     


     

    

 


LATAM Airlines Group S.A.

Attachment 1 to 6-1162-ILK-0310R5


 


Attachment 1 ROLLS to

Special Matters Letter Agreement No. 6-1162-ILK-0310R5

TRENT1000-A Powered 787-8 Option Aircraft Delivery, Description, Price and Advance Payments


 


[***]


 





P.A. No. 3256,  APR 45875


	Special_Matters, Attachment 1	SA-5


BOEING PROPRIETARY


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


  




     


     


    

 


LATAM Airlines Group S.A.

Attachment 1 to 6-1162-ILK-0310R5 Page 2 of 2


 


Attachment 1 GENX to

Special Matters Letter Agreement No. 6-1162-ILK-0310R5

GENX Powered 787-8 Option Aircraft Delivery, Description, Price and Advance Payments


 


[***]


 





P.A. No. 3256


	Special_Matters	SA-5


BOEING PROPRIETARY


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







 




     


     


    

 


LATAM Airlines Group S.A.


	Attachment 2 to 6-1162-ILK-0310R5	Page 1 of 1	 







 


Attachment 2 Substitution Aircraft
Credit Memoranda Table


 


	Article 5 Credit Memoranda	 	[***]	 	[***]	 	[***]
	 	 	 	 	 	 	 	 	 
	5.1	 	Basic Credit Memorandum,   STE	 	[***]	 	[***]	 	[***]
	5.2	 	Twenty-six (26) Firm Aircraft Credit Memorandum,   STE	 	[***]	 	[***]	 	[***]
	5.3	 	Future Years Credit Memorandum, STE	 	[***]	 	[***]	 	[***]
	5.4	 	Purchase Credit Memorandum, STE	 	[***]	 	[***]	 	[***]
	5.5	 	Engine Thrust Credit Memorandum, STE	 	[***]	 	[***]	 	[***]
	5.6	 	787-9,  787-10 Credit Memorandum, STE	 	[***]	 	[***]	 	[***]
	5.7	 	Multi Model - 787-8 Cash Credit Memorandum, STE	 	[***]	 	[***]	 	[***]
	5.7	 	Configuration Protection Credit Memorandum, STE	 	[***]	 	[***]	 	[***]
	Total Article 5 787-8/ 787-10 Substitute Aircraft Credit Memoranda	 	[***]	 	[***]	 	[***]


 


P.A. No. 3256,


	Special_Matters, Attachment 2	SA-5


BOEING PROPRIETARY


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







 




     


     


    





 


	 	The Boeing Company
	 	P.O. Box 3707
	 	Seattle, WA  98124-2207
		 


 


[***] INDICATED CONFIDENTIAL MATERIAL OMITTED PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION SEPARATELY WITH A REQUEST FOR
CONFIDENTIAL TREATMENT.


 


Amendment #1 to LAN-PBO-1300269R-1


 


LATAM Airlines Group S.A.


Av. Presidente Riesco 5711


Las Condes


Santiago, Chile


 


		Subject:	Revision Number 1 to Amendment #1 to Model 787 Aircraft
Delivery Delay Settlement Agreement



 


		Reference:	(a) Purchase Agreement No. 3256 (Purchase Agreement)
between The Boeing Company (Boeing) and LATAM Airlines Group S.A. (LATAM) relating to Model 787-8 and 787-9 aircraft
(Aircraft)



 


(b) LAN-PBO-1300269
between Boeing and LATAM (Delay Settlement Agreement)


 


This Amendment Number
1 (Amendment No. 1) to the Delay Settlement Agreement between Boeing and LATAM, will amend the Delay Settlement Agreement
when executed. All terms not defined herein shall have the same meaning as described in the Delay Settlement Agreement.


 


1.       Table
1 in Article 1, Revised Delivery of Aircraft, is amended as shown below to reflect new Revised Delivery Months and Model
type for certain Aircraft:





 


	Table 1
	Revised Delivery 

Months	 	Model
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]
	[***]	 	[***]


* Notes re-contracted 787-9 aircraft according to Clause 2.5.


 


BOEING PROPRIETARY


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


 




     


     


    

  


 


 





2.       Table
2 in Article 2.1, Escalation Adjustment Credit Memoranda, is amended as shown below to reflect new Original Delivery Months,
Revised Delivery Months, and Model for certain Aircraft:


 


	Table 2
	Original Delivery

Months	 	Revised Delivery

Months	 	Model
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]


 


*Notes re-contracted 787-9 aircraft according to Clause 2.5.


 





	
        Amendment #1 to LAN-PBO-1300269R-1

        Model 787 Aircraft Delivery Delay Settlement Agreement
	Page 2







BOEING PROPRIETARY


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


 




     


     


    

  


 


 


3.       Article
2.1.4 is added to reflect [***] Aircraft.


 


2.1.4 The
[***]. For the avoidance of doubt, LATAM will be responsible for any escalation charges (calculated in accordance with Letter Agreement
[***] incurred between the Revised Delivery Month and the Forecast Delivery Month as listed below:


 


	Revised Delivery

Month	 	Forecasted 

Delivery Month	 	

Model
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]


 


4.       Table 3 in Article
2.3, Liquidated Damages, is amended as shown below to reflect new SA-3 Delivery Months, Revised Delivery Months, and Model
for certain Aircraft


 


	Table 3
	SA-3 Delivery

Months	 	Revised Delivery

Months	 	Model
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]


*Notes re-contracted 787-9 aircraft according to Clause 2.5.


**Please see article 2.1.4


 





	
        Amendment #1 to LAN-PBO-1300269R-1

        Model 787 Aircraft Delivery Delay Settlement Agreement
	Page 3







BOEING PROPRIETARY


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


 




     


     


    

  


 


 


5.       Article
2.3.3 is added to reflect negotiated terms governing payment of Liquidated Damages on the four (4) Table 1-ROLLS 787-816 Rev 3
Aircraft:


 


2.3.3 Notwithstanding
anything to the contrary, Boeing will pay Customer Liquidated Damages due on each of the [***].


 


6.       Article
2.4.2 is amended to reflect that [***].


 


2.4.2  [***].


 


7.        Table
4 in Article 2.5, Recontracted Aircraft, is revised as listed below to reflect an amended sequence of delivery and to add
[***]:


 


2.5       Recontracted
Aircraft. LATAM will recontract for the purchase of [***] (“Recontracted Aircraft”), as follows:


  


	Table 4
	MSN	 	787-8 SA-3 Delivery

Months 	 	787-9 Contract Delivery

Months
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]
	[***]	 	[***]	 	[***]


 


8.       Article 2.5.2 Advance
Payment Deferral, is revised as shown below to reflect that only [***] are subject to the advance payment deferral:


 


2.5.2       Advance
Payment Deferral. Notwithstanding anything to the contrary contained in the Purchase Agreement (including in particular the
Supplemental Agreement No.3), Boeing [***].


 


9.       Article 2.6 is revised
as shown below to reflect an extension of the [***] Aircraft:


 


2.6       [***]:


 


[***]


 





	
        Amendment #1 to LAN-PBO-1300269R-1

        Model 787 Aircraft Delivery Delay Settlement Agreement
	Page 4







BOEING PROPRIETARY


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



 




     


     


    

  


 


 


10.       Article
2.7 is revised as shown below to reflect that the Substitution Rights for the Aircraft identified in article 2.1.4


 


2.7       [***].
Notwithstanding paragraph 2 of Letter Agreement [***], LATAM will provide written notice of its intention to [***] Aircraft no
later than the first day of the [***] of the Aircraft which [***]. For Aircraft specifically described in article 2.1.4 only, the
Notice Date will be defined as the first day of the month that is [***] which will be [***].


 





	
        Amendment #1 to LAN-PBO-1300269R-1

        Model 787 Aircraft Delivery Delay Settlement Agreement
	Page 5







BOEING PROPRIETARY


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



 




     


     


    

  


 


 


The Delay Settlement Agreement is amended
as set forth above, and all other terms and conditions of the Delay Settlement Agreement remain unchanged and are in full force
and effect.


 


This Amendment No. 1 will be binding once
it is executed by the duly authorized representatives of both Boeing and LATAM.


 


IN WITNESS WHEREOF, the parties hereto
have caused this Amendment No. 1 to be executed as of the date written below by their officers or agents thereunto duly authorized.


  


	THE BOEING COMPANY
	 
	 
	 
	D. J. Hilby
	 
	Aircraft Contracts
	Boeing Commercial Airplanes


 


ACCEPTED AND AGREED TO this ___ day of ________ of 2015


 


LATAM AIRLINES GROUP S.A.


 


	By:	 	 
	 	 	 
	Its:	 	 
	 	 	 
	LATAM AIRLINES GROUP S.A.	 
	 	 	 
	By:	 	 
	 	 	 
	Its:	 	 


 





	
        Amendment #1 to LAN-PBO-1300269R-1

        Model 787 Aircraft Delivery Delay Settlement Agreement
	Page 6







BOEING PROPRIETARY


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