EX-4.4.3



 EXHIBIT 4.4.3 
 Supplemental Agreement No. 4 
 to 

Purchase Agreement No. 3194 
 between 
 The Boeing Company 

and 
 LATAM
AIRLINES GROUP S.A. (formerly known as LAN AIRLINES S.A.) 
 Relating to Boeing Model 777-FREIGHTER Aircraft 

THIS SUPPLEMENTAL AGREEMENT, entered into as of August 09 , 2012 (“Supplement Agreement Number 4”
or “S.A. 4”), by and between THE BOEING COMPANY, a Delaware corporation (hereinafter called “Boeing”) and LATAM AIRLINES GROUP S.A. (formerly known as LAN AIRLINES S.A.), a Chilean corporation (hereinafter
called “Customer”). 
 W I T N E S S E T
H: 
 WHEREAS, Boeing and Customer entered into Purchase Agreement No. 3194, dated as of July 3, 2007 relating
to purchase and sale of Boeing Model 777-FREIGHTER 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 and as such purchase agreement may be amended or supplemented from time to time (the “Purchase Agreement”); 

WHEREAS, Customer and Boeing have agreed to incorporate the Exhibit A to reflect the configuration of the Aircraft; 

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 replaced by a new Table of Contents, attached hereto as Exhibit 1.


  

	 	1.2	Table 1, “Aircraft Delivery, Description, Price and Advance Payments” to the Purchase Agreement is deleted in its entirety and replaced by a new Table 1 to
reflect the incorporation of Exhibit A and is attached hereto as Exhibit 2. 

  

	 	1.3	Table 2, “Aircraft Delivery, Description, Price and Advance Payments” to the Purchase Agreement is deleted in its entirety and replaced by a new Table 2 to
reflect the incorporation of Exhibit A and is attached hereto as Exhibit 2. 


  

					
	“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
			
	P.A. No. 3194	  	Page 1	  	SA-4









 2. Exhibit A “777 Freighter Aircraft Configuration”. 

Exhibit A cover letter and Ex.hibit A to the Purchase Agreement are deleted in their entirety and replaced by a new Exhibit A cover
letter and a new Exhibit A to the Purchase Agreement to reflect the incorporation of Exhibit A and are attached hereto as Exhibit 3. 
 3.
Schedule of Advance Payments. 
 In accordance with Letter Agreement 6-1162-ILK-0276 entitled “Special Matters
Relating to Advance Payment Requirements” Customer has selected the [***] Letter Agreement 6-1162-ILK-0276. 
 4. Payment Due at
Effective Date of this Supplemental Agreement. 
 As a consequence of the implementation of this SA-4, [***] Customer to
Boeing and shall be payable upon execution of this SA-4 by the parties. 
 5. Confidentiality. Boeing and Customer understand that the
commercial and financial information contained in this Purchase Agreement is considered by the parties as confidential (Confidential Information) and both agree not to disclose such Confidential Information except as provided herein. In addition to
the parties’ respective officers, directors and employees who need to know the Confidential Information and who understand the obligation to keep it confidential, the parties may disclose Confidential Information (1) to the extent required
by law and (2) to its agents, auditors and advisors who need to know the Confidential Information for purposes of enabling each party to understand, perform its obligations under, or receive the benefits of, this Purchase 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 Purchase
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 8 of the Special Matters Letter, Customer will not disclose this Purchase Agreement for purposes of financing payments
without the prior written consent of 

  

					
	“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
			
	P.A. No. 3194	  	Page 2	  	SA-4









 
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. 
 The Purchase Agreement will be deemed to be amended to the extent provided herein and as amended shall 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, the terms of the exhibits will control. 
 EXECUTED IN DUPLICATE
as of the day and year first above written. 
  

									
	THE BOEING COMPANY	 		 	LATAM AIRLINES GROUP S.A .
		 		 		 	formally known as LAN AIRLINES S.A.
					
	By:	 	  
	 		 	By:	 	  

					
	Its:	 	  
	 		 	Its:	 	  

					
		 		 		 	By:	 	  

					
		 		 		 	Its:	 	  



  

					
	“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
			
	P.A. No. 3194	  	Page 3	  	SA-4









 TABLE OF CONTENTS 

 

					
	 	  	 	  	SA
NUMBER
		  	ARTICLES	  	
	 1.
	  	 Quantity, Model and Description
	  	
	 2.
	  	 Delivery Schedule
	  	
	 3.
	  	 Price
	  	
	 4.
	  	 Payment
	  	
	 5.
	  	 Miscellaneous
	  	
			
		  	 TABLE
	  	
	 1
	  	 777-FREIGHTER Aircraft Information Table 1
	  	SA-4
		  		  	SA-4
	 2
	  	 777-FREIGHTER Aircraft Information Table 2
	  	
			
		  	 EXHIBIT
	  	
	 A.
	  	 777-FREIGHTER Aircraft Configuration
	  	SA-4
			
	 B.
	  	 Aircraft Delivery Requirements & Responsibilities
	  	
			
		  	 SUPPLEMENTAL EXHIBITS
	  	
	 AE1
	  	 Escalation Adjustment/Airframe & Optional Features
	  	
	 AE2
	  	 Escalation Adjustment/Airframe & Optional Features
	  	SA-2
	 BFE1
	  	 Buyer Furnished Equipment Variables
	  	SA-3
	 CS1
	  	 Customer Support Document
	  	
	 EE1
	  	 Engine Escalation And Engine Warranty
	  	
	 SLP1
	  	 Service Life Policy Components
	  	
			
		  	 LETTER AGREEMENTS
	  	
	 3194-01
	  	 777 Spare Parts Initial Provisioning
	  	
	 3194-02
	  	 Open Configuration Matters
	  	
	 3194-03
	  	 Seller Purchased Equipment
	  	
			
		  	 RESTRICTED LETTER AGREEMENTS
	  	
	 6-1162-ILK-0270R2
	  	 Special Matters
	  	SA-2
	 6-1162-ILK-0271
	  	 AGTA Terms Revisions
	  	
	 6-1162-ILK-0272
	  	 Promotional Support (First of Minor Model)
	  	SA-2,
		  		  	Art. 5.2
	 6-1162-ILK-0273
	  	 EULA Special Matters
	  	
	 6-1162-ILK-0274
	  	 Performance Guarantees
	  	
	 6-1162-ILK-0275
	  	 Liquidated Damages
	  	
	 6-1162-ILK-0277
	  	 777-FREIGHTER Performance Retention Commitment
	  	SA-2,
		  		  	Art. 5.3


  

					
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	P.A. No. 3194	  	Page i	  	Exhibit 1 to SA-4











	
	RESTRICTED LETTER AGREEMENTS (Continued)

  


					
	 6-1162-ILK-0276
	  	 Special Matters Relating to Advance Payments Requirements
	  	
	 6-1162-KSW-6454R2
	  	 Option Aircraft
	  	SA-3
	 LA-1002327
	  	 Aircraft Performance Guarantees for Table 2 Aircraft
	  	SA-2


  

					
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	P.A. No. 3194	  	Page ii	  	Exhibit 1 to SA-4









 Table 1 To 
 Purchase Agreement No. Pa-3194 
 Aircraft Delivery, Description, Price And
Advance Payments 
  

													
	Airframe	 	777-Freighter	  	 	766000 pounds	  	  	Detail Specifications	  	D019W007OLAN7F01 (3/20/2012)
	Model/MTOW:	 		  				  		  		  	
	Engine Model/Thrust:	 	GE90-110BIL	  	 	110100 pounds	  	  	 Airframe Price Base
Year/Escalation            [***]        ECI-MFG/CPI
 Formula:

	Airframe Price:	 		  	 	[***]	  	  	 Engine Price Base
Year/Escalation                 N/A               N/A

Formula:

	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:	 		  	 	[***]	  	  		  		  	
	Seller Purchased Equipment (SPE) Estimate:	 		  	 	[***]	  	  		  		  	
		 		  				  		  		  	
						
	Deposit per Aircraft:	 		  	 	$230,000	  	  		  		  	

  

																	
	 Delivery Date
	  	Number of
Aircraft	  	Escalation
Factor
(Airframe)	  	Manufacturer’s
Serial
Number	  	Escalation Estimate
Adv Payment
Base
Price Per A/P	  	[***]
	  	  	  	  	  	[***]	  	[***]	  	[***]	  	[***]
	 Aug-2012
	  	1	  	[***]	  	38091	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 Total:
	  	1	  		  		  		  		  		  		  	


  

					
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	60367-1F.TXT	  		  	Page 1









 Table 2 To 
 Purchase Agreement No.PA-3194 
 Aircraft Delivery, Description, Price and
Advance Payments 
  

															
	Airframe	  	777-Freighter	  	 	766000 pounds	  	  	Detail Specifications	  	D019W007-NEW (7/24/2006)
	Model/MTOW:	  		  				  		  		  		  	
	Engine Model/Thrust:	  	GE90-110BIL	  	 	110100 pounds	  	  	 Airframe Price Base
Year/Escalation            [***]            ECI-MFG/CPI
 Formula:

	Airframe Price:	  		  	 	[***]	  	  	 Engine Price Base
Year/Escalation                 N/A                    
    N/A
 Formula:

	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:	  		  	 	[***]	  	  		  		  		  	
	Seller Purchased Equipment (SPE) Estimate:	  		  	 	[***]	  	  		  		  		  	
							
	Deposit per Aircraft:	  		  	 	$750,000	  	  		  		  		  	

  

																	
	 Delivery Date
	  	Number of
Aircraft	  	Escalation
Factor
(Airframe)	  	Manufacturer’s
Serial
Number	  	Escalation Estimate
Adv Payment
Base
Price Per A/P	  	[***]
	  	  	  	  	  	[***]	  	[***]	  	[***]	  	[***]
	 Oct-2012
	  	1	  	[***]	  	41518	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 Total:
	  	1	  		  		  		  		  		  		  	


  

					
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	60367-1F.TXT	  		  	Page 1









 AIRCRAFT CONFIGURATION 

Between 
 THE
BOEING COMPANY 
 and 
 LATAM AIRLINES GROUP S.A. (formerly known as LAN AIRLINES S.A.) 
 Exhibit A to
Purchase Agreement Number 3194 

  

					
	“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
			
	P.A. 3194	  	A	  	SA-4










 Exhibit A to 
 Purchase Agreement No. 3194 
 Page 2 
  

 AIRCRAFT CONFIGURATION 

Dated August , 2012 
 relating to 
 BOEING MODEL 777-FREIGHTER AIRCRAFT 

The detail specification is Boeing Detail Specification DO19W007LAN7F-1, was released on July 25, 2012. The Detail Specification
provides further description of Customer’s configuration set forth in this Exhibit A. Such Detail Specification will be comprised of Boeing 777 Freighter Configuration Specification DO19T007 Revision E dated as of August 31, 2011 as
amended to incorporate this Exhibit A Configuration Specification as of the date stated above, which incorporates the Options listed below, including the effects on Manufacturer’s Empty Weight (MEW) and Operating Empty Weight (OEW). 

The Aircraft Basic Price reflects and includes all features and characteristics contained in the Configuration Specification, except such
Aircraft Basic Price does not include the price effects of any Buyer Furnished Equipment or Seller Purchased Equipment. 

  

					
	“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
			
	P.A. 3194	  	A	  	SA-4










 Exhibit A 
  


							
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	P.A.3194	  		  	Page 1










 Exhibit A 
  


							
	 CR
	  	 Title
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	“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
			
	P.A.3194	  		  	Page 2










 Exhibit A 
  


							
	 CR
	  	 Title
	  	 [***]
	  	 [***]

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


  

					
	“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
			
	P.A.3194	  		  	Page 3










 Exhibit A 
  


									
	 CR
	  	 Title
	  	  	  	 [***]
	  	 [***]

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


  

					
	“[***]” This information is subject to confidential treatment and has been omitted and filed separately with the commission.
			
	P.A.3194	  		  	Page 4