Supplemental Agreements No. 30, 31 and 32 to the Purchase Agreement No. 2126



 Exhibit 4.2.5 
 Supplemental Agreement No. 30 (“SA-30”) 
 to

 Purchase Agreement No. 2126 
 between 
 THE BOEING COMPANY 

and 
 LAN
AIRLINES S.A. 
 Relating to Boeing Model 767-316ER, Model 767-38EF, and Model 767-316F Aircraft 

THIS SUPPLEMENTAL AGREEMENT, entered into as of the 15 day of February 2011, by and between THE BOEING COMPANY, a Delaware corporation
(hereinafter called “Boeing”), and LAN Airlines S.A., a Chilean corporation (hereinafter called “Customer”); 
 W I T N E S S E T H: 

WHEREAS, the parties entered into that certain Purchase Agreement No. 2126, dated as of January 30, 1998 relating to the
purchase and sale of Boeing Model 767-316ER, Model 767-38EF, and Model 767-316F aircraft (hereinafter referred to as “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, is hereinafter called the
“Purchase Agreement;” 
 WHEREAS, Customer wishes to purchase three (3) aircraft scheduled
for delivery in [***] and [***] in the 767-316ER configuration (hereinafter referred to as “2012 Additional Aircraft”), and incorporate such aircraft into the Purchase Agreement; 

WHEREAS, Customer wishes to change seat and inflight entertainment equipment (IFE) suppliers: Contour for business class, BE Aerospace
for economy and Panasonic for IFE, and 
 WHEREAS, Boeing and Customer have agreed to amend the Purchase Agreement to
incorporate the above changes: 
 NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto
agree to amend the Purchase Agreement as follows: 

  

					
	P.A. 2126	  	Page 1          	  	SA-30

 BOEING PROPRIETARY

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









 Exhibit 4.2.5 

 
 1. Table of Contents, Articles, Tables, Exhibits and Supplemental
Exhibits: 
 1.1. Table of Contents. The “Table of Contents” to the Purchase Agreement is deleted in
its entirety and the new “Table of Contents” attached hereto is substituted in lieu thereof to reflect the changes made by this SA-30. 
 1.2. Revision of Supplemental Exhibit BFE1. “BFE Variables” is revised to add the BFE preliminary on-dock dates for the 2012 Additional Aircraft as shown below. 

 

											
	 On-Dock
 Dates
	  	Jun 2012	 	Jul 2012	 	Aug 2012	 	Sep 2012	 	Oct 2012
	 Seats
	  	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	 Galleys/Furnishings
	  	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	 Electronics
	  	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	 Cabin System Equipment
	  	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	 Miscellaneous/Emergency Equipment
	  	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	 Textiles/Raw Materials
	  	[***]	 	[***]	 	[***]	 	[***]	 	[***]

 1.3. Revision of Table 13. “Aircraft Information Table 13 to Purchase Agreement
No. 2126, Aircraft Delivery, Description, Price and Advance Payments” is retitled “Aircraft Information Table 13 for 2012 Aircraft” and revised: 1) to add the scheduled delivery month, price and Advance Payments applicable to the
2012 Additional Aircraft; and 2) to revise the price for the Aircraft Airframe price to account for a revised value associated with compliance to FAR 25.859 Part 2, burnthrough, applicable to each 2012 Accelerated Aircraft and each 2012
Additional Aircraft (together hereinafter called the “2012 Aircraft”. The pricing for Table 13 is based on Customer’s Aircraft serial number 37802, block number VS925 SICMA 30 business class seat configuration. Customer is
changing its seat and IFE suppliers. Exhibit A “Aircraft Configuration” will be updated to reflect these changes. However, Boeing has agreed not to charge Customer for Boeing’s costs related to these changes and so any revision to the
Table 13 as a result of these changes should only relate to a changing estimate for Seller Purchased Equipment (SPE) and other changes agreed to by Customer. 

  

					
	P.A. 2126	  	Page 2          	  	SA-30

 BOEING PROPRIETARY

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









 Exhibit 4.2.5 

 
 1.4. Exhibit A-12: “Aircraft Configuration”.
Exhibit A-12 provides the aircraft configuration for the 2012 Aircraft. This Exhibit A-12 is based on Customer’s Aircraft serial 37802, block number VS925 configuration and will be revised to reflect the change in seat and IFE suppliers.

 2. Restricted Letter Agreements. 
 2.1. Applicability of Performance Guarantees Relating to the 2011 Accelerated Aircraft; the 2012 Deferral Aircraft and the Incremental Aircraft Letter. Letter Agreement 6-1162-ILK-0385 R2 entitled
“Performance Guarantees Relating to the 2011 Accelerated Aircraft; the 2012 Deferral Aircraft and the Incremental Aircraft” shall apply to each 2012 Aircraft. The title of the Letter Agreement is revised to “Performance Guarantees
Relating to the 2011 Accelerated Aircraft and 2012 Aircraft”. 
 2.2. Addition of Special Matters Letter Applicable to
the 2012 Additional Aircraft. Letter Agreement 6-1162-ILK-451 entitled “Special Matters Letter Applicable to the 2012 Accelerated Aircraft” (Special Matters Letter Applicable to the 2012 Additional Aircraft), attached
hereto, provides the terms and conditions, including the economic considerations, applicable to each 2012 Additional Aircraft. 

2.3. Addition of Seller Purchased Equipment Letter Applicable to the 2012 Aircraft. Letter Agreement LA-110377, “Seller
Purchased Equipment for 2012 Aircraft” attached hereto, is added to the Purchase Agreement. 
 3. Payment Due at Effective Date of this
Supplemental Agreement. 
 To effect the implementation of this SA-30, payments to Boeing are due by Customer. The amount
depends upon whether Customer elects the standard 30% advance payment schedule shown in Table 13 or the [***] deferred schedule shown in Letter Agreement 6-1162-ILK-451 paragraph 5.1. [***] The amount paid at signing is notice to Boeing of the
payment schedule elected by Customer. 
 4. Confidentiality. 
 Boeing and Customer understand that the commercial and financial information contained in this Supplemental 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


  

					
	P.A. 2126	  	Page 3          	  	SA-30

 BOEING PROPRIETARY

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









 Exhibit 4.2.5 

 
 
the Confidential Information for purposes of enabling each party to understand, perform its obligations under, or receive the benefits of, this Supplemental 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 Supplemental 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 7 of Letter Agreement 6-1162-KSW-6423 entitled “Special Matters Applicable to the Incremental Aircraft”; Article 21 of Letter
Agreement 6-1162-LAJ-0895R6 entitled “Business Considerations”; Article 8 of Letter Agreement 6-1162-ILK-0381R2 entitled “Special Matters Letter Applicable to the 2011 Accelerated Aircraft and the Substitute 767 Freighter
Aircraft”; Article 9 of Letter Agreement 6-1162-ILK-0412 entitled “Special Matters Relating to Three Aircraft Originally Scheduled to Deliver in 2009” and Article 6 of Letter Agreement 6-1162-ILK-0450 entitled “Special Matters
Relating to 2012 Accelerated Aircraft”, Article 6 of Letter Agreement 6-1162-ILK-00451 entitled “Special Matters Relating to 2012 Additional Aircraft”, Customer will not disclose this Supplemental 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. 
 The Purchase Agreement shall be deemed amended to the extent herein provided and as amended shall continue in full force and effect. 

  

					
	P.A. 2126	  	Page 4          	  	SA-30

 BOEING PROPRIETARY

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









 Exhibit 4.2.5 

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

 

									
	THE BOEING COMPANY	 		 	LAN AIRLINES S.A.
					
	By:	 	 	 		 	By:	 	 
		 	Ms. Kathie Weibel	 		 		 	Mr. Armando Valdivieso
					
	Its	 	Attorney-In-Fact	 		 	Its:	 	 
					
		 		 		 	By:	 	 
		 		 		 		 	Mr. Damian Scokin
					
		 		 		 	Its:	 	 


  

					
	P.A. 2126	  	Page 5          	  	SA-30

 BOEING PROPRIETARY

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









 PURCHASE AGREEMENT NUMBER 2126 

between 
 THE
BOEING COMPANY 
 and 
 LAN Airlines S.A. 
 Relating to Boeing Model 767-316ER, Model 767-38EF, and Model
767-316F Aircraft 
 - 

  

					
	P.A. 2126	  		  	SA-30

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








 TABLE OF CONTENTS 

 

							
	 	 	 	  	Supplemental
Agreement	 
	 ARTICLES
	  			
	1.	 	Quantity, Model and Description	  	 	24	  
	2.	 	Delivery Schedule	  	 	24	  
	3.	 	Price	  	 	24	  
	4.	 	Payment	  	 	24	  
	5.	 	Miscellaneous	  	 	24	  
	6.	 	Confidentiality	  	 	24	  
	TABLE	  			
	1.	 	Aircraft Information Table 767 300ER Aircraft – 1995$	  	 	1	  
	2.	 	Aircraft Information Table 767 300F Aircraft – 1997$	  	 	1	  
	3.	 	Aircraft Information Table 767 300F Aircraft – 1998$	  	 	8	  
	4.	 	Aircraft Information Table 767 300F Aircraft – 1999$	  	 	11	  
	5.	 	Aircraft Information Table 767 300F Aircraft – 2003$	  	 	18	  
	6.	 	Aircraft Information Table 767 316ER Aircraft – 2003$	  	 	21	  
	7.	 	Aircraft Information Table 767 300F Aircraft – 2004$	  	 	24	  
	8.	 	Aircraft Information Table 767 316ER Aircraft – 2004$	  	 	22	  
	9.	 	Aircraft Information Table 767 316ER Aircraft – 2005 $	  	 	22	  
	10.	 	Aircraft Information Table 767-316ER Aircraft – 2006 $	  	 	25	  
	11.	 	Aircraft Information Table 767-316ER Aircraft – 2008 $	  	 	28	  
	12.	 	Aircraft Information Table 767-316F Aircraft – 2008 $:
DELETED	  	 	29	  
	13.	 	Aircraft Information Table 767-316ER Aircraft – 2010 $	  	 	30	  
	 EXHIBITS
	  			
	A.	 	Aircraft Configuration	  			
	A-1	 	Aircraft Configuration	  	 	1	  
	A-2	 	Aircraft Configuration	  	 	5	  
	A-3	 	Aircraft Configuration	  	 	10	  
	A-4	 	Aircraft Configuration 767-316F Aircraft – 2003$	  	 	15	  
	A-5	 	Aircraft Configuration 767-316ER Aircraft – 2003$	  	 	17	  
	A-6	 	Aircraft Configuration 767-316ER Aircraft – 2004$	  	 	22	  
	A-7	 	Aircraft Configuration 767-316ER Aircraft – 2005$	  	 	22	  
	A-8	 	Aircraft Configuration 767-316ER Aircraft – 2006$	  	 	23	  
	A-9	 	Aircraft Configuration 767-316ER Aircraft – 2008$	  	 	24	  
	A-10	 	Aircraft Configuration 767-316F Aircraft – 2008$:
DELETED	  	 	29	  
	A-12	 	Aircraft Configuration 767-316ER Aircraft – 2010$	  	 	30	  
	B.	 	Aircraft Delivery Requirements and Responsibilities	  	 	1	  


  

					
	Table of Contents	  		  	SA-30
	LAN PA 2126	  	BOEING PROPRIETARY	  	Page i

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









							
		  	 
  
	Supplemental

            Agreement (s)
	  
   

	 SUPPLEMENTAL EXHIBITS
	  			
	BFE1.	  	BFE Variables	  	 	30	  
	CS1.	  	Customer Support Variables	  	 	1	  
	EE1.	  	Engine Escalation/Engine Warranty and Patent Indemnity	  	 	1	  
	EE1-1.	  	Engine Escalation/Engine Warranty and Patent Indemnity	  	 	5	  
	EE1-2.	  	Engine Escalation/Engine Warranty and Patent Indemnity	  	 	13	  
	EE1-2006$	  	Engine Escalation, Engine Warranty & Patent Indemnity	  	 	26	  
			
	EE1-2010$	  	Engine Escalation, Engine Warranty & Patent Indemnity	  	 	29	  
	SLP1.	  	Service Life Policy Components	  			
	AE1	  	Escalation adjustment-airframe and optional features	  	 	22	  
	AE1 2008$	  	Escalation adjustment-airframe and optional features	  	 	24	  
	AE1 2010$	  	Escalation adjustment-airframe and optional features	  	 	29	  
	EE1-2008$	  	Engine Escalation, Engine Warranty & Patent Indemnity	  	 	26	  

  

							
	 LETTER AGREEMENTS
	  			
	 2126-1
	  	Seller Purchased Equipment	  			
	 2126-2R1
	  	Cabin Systems Equipment	  	 	17	  
	 2126-3R4
	  	Option Aircraft	  	 	13	  
		
	 RESTRICTED LETTER AGREEMENTS
	  			
	 6-1162-DMH-350
	  	Performance Guarantees	  			
	 6-1162-DMH-351
	  	Promotion Support	  			
	 6-1162-DMH-472
	  	Performance Guarantees	  	 	1	  
	 6-1162-DMH-475
	  	Configuration Matters	  	 	1	  
	 6-1162-DMH-1031R2
	  	Special Provisions for Advance Payments	  	 	9	  
	 6-1162-LAJ-311
	  	Special Matters Relating to the July 2001 and September 2001 Aircraft	  	 	11	  
	 6-1162-LAJ-956
	  	Special Matters Relating to four 2006 Delivery Aircraft (February 4, 2005)	  			
	 6-1162-LAJ-0895R6
	  	Business Considerations	  	 	23	  
	 6-1162-ILK-0002R4
	  	Special Matters Relating to Advance Payments Requirements	  	 	21	  
	 6-1162-ILK-0381 R2
	  	Special Matters Letter Applicable to the 2011 Accelerated Aircraft and the Substitute 767 Freighter Aircraft	  	 
  
	29
 DELETED
	  
   

	 6-1162-ILK-0382
	  	No longer applicable	  	 	26	  
	 6-1162-ILK-0383 R1
	  	Aircraft Model Substitution Relating to the 2011 Accelerated Aircraft and the Substitute 767 Freighter Aircraft	  	 	26	  


  

					
	Table of Contents	  		  	SA-30
	LAN PA 2126	  	BOEING PROPRIETARY	  	Page ii

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









							
		  	 
  
	Supplemental

    Agreement (s)
	  
   

	 RESTRICTED LETTER AGREEMENTS, continued
	  			
	 6-1162-ILK-0384 R2
	  	16G Seats	  	 	27	  
			
	 6-1162-ILK-0385 R2
	  	Performance Guarantees Relating to the 2011 Accelerated Aircraft and the 2012 Aircraft	  	 	30 (Art 2.1)	  
			
	 6-1162-ILK-0388
	  	Option Aircraft – DELETED	  	 
  
	28
 (Art 6.2
	  
 ) 

			
	 6-1162-ILK-0412
	  	Special Matters Relating to Three Aircraft Originally Scheduled to Deliver in 2009	  	 	25	  
			
	 6-1162-ILK-0413
	  	[***]	  	 	25	  
			
	 6-1162-KSW-6423
	  	Special Matters Letter Applicable to the Incremental Aircraft	  	 	27	  
			
	 6-1162-KSW-6424
	  	Aircraft Model Substitution Relating to the Incremental Aircraft	  	 	27	  
			
	 6-1162-KSW-6456
	  	Performance Guarantees for Substitute 767 Freighter Aircraft: DELETED	  	 	29	  
			
	 6-1162-ILK-0450
	  	Special Matters Letter Applicable to the 2012 Accelerated Aircraft	  	 	29	  
			
	 6-1162-ILK-0451
	  	Special Matters Letter Applicable to the 2012 Additional Aircraft	  	 	30	  
			
	 LA-1103777
	  	Seller Purchased Equipment for 2012 Aircraft	  	 	30	  


  

					
	Table of Contents	  		  	SA-30
	LAN PA 2126	  	BOEING PROPRIETARY	  	Page iii

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








 Aircraft Information Table No. 13 

For 2012 Aircraft 
 Aircraft Delivery, Description, Price and Advance Payments 
  

													
	Airframe Model/MTOW:   767-300ER	  	 	412000 pounds	  	  	Detail Specification:	 	D019T001-L
(2/10/2010)	 		 	
	Engine Model/Thrust:       CF6-80C2B6F	  	 	60200 pounds	  	  	 Airframe Price Base Year/Escalation Formula:
	 	Jul-10	 		 	ECI-MFG/CPI
	Airframe Price:	  	$	125,875,000	  	  	 Engine Price Base Year/Escalation Formula:
	 	Jul-10	 		 	GE CF6-80 &
GE90 (99 rev.)
	Optional Features:	  	$	7,426,400	  	  		 		 		 	
		  	  
	  
	 	  		 		 		 	
	Sub-Total of Airframe and Features:	  	$	133,301,400	  	  	Airframe Escalation Data:	 		 		 	
	Engine Price (Per Aircraft):	  	$	23,557,799	  	  	Base Year Index (ECI):	 		 	106.8	 	
	 Aircraft Basic Price (Excluding BFE/SPE):
	  	$	156,859,199	  	  	Base Year Index (CPI):	 		 	215.6	 	
		  	  
	  
	 	  		 		 		 	
	 Buyer Furnished Equipment (BFE) Estimate:
	  	$	0	  	  	Engine Escalation Data:	 		 		 	
	 Seller Purchased Equipment (SPE) Estimate:
	  	$	4,500,000	  	  	Base Year Index (ECI):	 		 	133.190	 	
	In-flight Entertainment Equipment (IFE):	  	$	1,900,000	  	  		 		 		 	
	Deposit per Aircraft:	  	$	0	  	  		 		 		 	

  

																																					
	 	 	 	 	 	Escalation	 	 	Escalation	 	 	Manufacturer	 	 	Escalation Estimate	 	 	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to 
Delivery):	 
	Delivery	 	Number of	 	 	Factor	 	 	Factor	 	 	Serial	 	 	Adv Payment Base	 	 	At Signing	 	 	24 Mos.	 	 	21/18/12/9/6 Mos.	 	 	Total	 
	 Date
	 	Aircraft	 	 	(Airframe)	 	 	(Engine)	 	 	Number	 	 	Price Per A/P	 	 	1 %	 	 	4 %	 	 	5 %	 	 	30%	 
	 [***]
	 	 	1	  	 	 	1.0391	  	 	 	1.081	  	 	 	40799	  	 	$	170,629,000	  	 	$	1,706,290	  	 	$	6,825,160	  	 	$	8,531,450	  	 	$	51,188,700	  
	 [***]
	 	 	1	  	 	 	1.0405	  	 	 	1.084	  	 	 	40592	  	 	$	170,896,000	  	 	$	1,708,960	  	 	$	6,835,840	  	 	$	8,544,800	  	 	$	51,268,800	  
	 [***]
	 	 	1	  	 	 	1.0405	  	 	 	1.084	  	 	 	41746	  	 	$	170,896,000	  	 	$	1,708,960	  	 	$	6,835,840	  	 	$	8,544,800	  	 	$	51,268,800	  
	 [***]
	 	 	1	  	 	 	1.0425	  	 	 	1.087	  	 	 	41747	  	 	$	171,246,000	  	 	$	1,712,460	  	 	$	6,849,840	  	 	$	8,562,300	  	 	$	51,373,800	  
	 [***]
	 	 	1	  	 	 	1.0441	  	 	 	1.091	  	 	 	41748	  	 	$	171,564,000	  	 	$	1,715,640	  	 	$	6,862,560	  	 	$	8,578,200	  	 	$	51,469,200	  
	 [***]
	 	 	1	  	 	 	1.0455	  	 	 	1.093	  	 	 	40593	  	 	$	171,806,000	  	 	$	1,718,060	  	 	$	6,872,240	  	 	$	8,590,300	  	 	$	51,541,800	  
	 Total:
	 	 	6	  	 				 				 				 				 				 				 				 			


  

					
	APR 55521	  		  	SA-30
	LAN PA 2126	  	Boeing Proprietary            	  	

 “[***]” This information is subject to confidential treatment and has been omitted and filed separately
with the commission. 
 Table 13, Page 1 of 1 








 AIRCRAFT CONFIGURATION 

between 
 THE
BOEING COMPANY 
 and 
 LAN AIRLINES S.A. 
 Exhibit A-12 to Purchase Agreement Number 2126

  

  

					
	P.A. No. 2126	  	Exhibit A-12	  	SA-30
	PA Exhibit A	  		  	Rev: 12/11/03

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








 AIRCRAFT CONFIGURATION 

relating to 

BOEING MODEL 767-300ER AIRCRAFT 
 THE LAN AIRCRAFT 
 The pricing for the 2012 Aircraft is based on the Aircraft
serial number 37802, block number VS925 30 SICMA business class seat configuration, Customer Detail Specification D019T001LAN63E-1, Revision G dated as of November 6, 2009. 

Customer is changing its seat and Inflight Entertainment Equipment (IFE) for the 2012 Aircraft. Exhibit A will be updated to the new
configuration as soon as the record options making these changes are proposed and accepted by Customer. Boeing will furnish to Customer copies of the revised Detail Specification, which copies will reflect the Options below as revised to reflect the
seat and IFE changes. 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 Seller Purchased Equipment. 

  

					
	P.A. No. 2126	  	Exhibit A-12, Page 1	  	SA-30
	PA Exhibit A	  		  	Rev: 12/11/03

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








 Exhibit A-12 
 Purchase Agreement No. 2126 
 Page 2 

 
  

							
	 Configuration
 Item Number
	  	 Title
	  	2010
Dollars
Follow On
Price
Per
A/C	 
	0110-000035	  	MAJOR MODEL 767 AIRPLANE	  	 	[***]	  
	0110-000037	  	MINOR MODEL 767-300 PASSENGER AIRPLANE	  	 	[***]	  
	0110-000092	  	MODEL 767-300ER PASSENGER AIRPLANE	  	 	[***]	  
	0110A276A30	  	NEW LOOK INTERIOR - 767-300ER	  	 	[***]	  
	0130B657J85	  	MP - INTERIOR ARRANGEMENT - REVISION	  	 	[***]	  
	0130B657L12	  	MP - BUSINESS CLASS PASSENGER SEATS - REVISION - PASSENGER CABIN	  	 	[***]	  
	0130B657L60	  	MP - INTERIOR ARRANGEMENT - REVISION	  	 	[***]	  
	0130B657L79	  	MP - RELOCATION OF MONUMENT MOUNTED LCD MONITORS, LITERATURE POCKETS AND BASSINET FITTINGS - PASSENGER CABIN - SPE	  	 	[***]	  
	0220B604D37	  	TYPE CERTIFICATON & EXPORT CERTIFICATE OF AIRWORTHINESS FOR AIRPLANE DELIVERY - REQUIREMENT - LAN 767-300ER	  	 	[***]	  
	0221-000002	  	DISPATCH WITH GEAR EXTENDED FOR REVENUE FLIGHT	  	 	[***]	  
	0221A251A19	  	ENGINE INOPERATIVE TEN-MINUTE TAKEOFF THRUST OPERATION - CF6-80C2B6F THRUST RATING	  	 	[***]	  
	0221B401A43	  	TAKEOFF AND LANDING WITH TAILWIND UP TO 15-KNOTS	  	 	[***]	  
	0224-000024	  	EXTENDED RANGE TWIN ENGINE OPERATIONS (ETOPS)	  	 	[***]	  
	0228-000001	  	FLIGHT MANUALS IN FAA FORMAT	  	 	[***]	  
	0228-000032	  	OPERATIONS MANUAL IN FAA FORMAT	  	 	[***]	  
	0229A141A41	  	PERFORMANCE - CERTIFICATION FOR OPERATION AT AIRPORT ALTITUDES OF 9500 FEET AND BELOW	  	 	[***]	  
	0252-000014	  	ENVIRONMENTAL CONTROL SYSTEM - TEMPERATURE INDICATIONS IN DEGREES CELSIUS	  	 	[***]	  
	0252-000017	  	INSTRUMENTATION WITH METRIC UNITS - MODEL 767	  	 	[***]	  
	0254-000003	  	USPHS CERTIFICATE OF SANITARY CONSTRUCTION	  	 	[***]	  
	0315C417A53	  	CERTIFIED OPERATIONAL AND STRUCTURAL DESIGN WEIGHTS 767-300ER	  	 	[***]	  
	0351B523A03	  	TEMPLATE - TAKEOFF PERFORMANCE IMPROVEMENT - ALTERNATE FORWARD CENTER OF GRAVITY LIMITS	  	 	[***]	  
	0351C417B92	  	MP - CENTER-OF-GRAVITY LIMITS - REPLACE - TEMPLATE OPTION	  	 	[***]	  
	0360C417A60	  	MISCELLANEOUS WEIGHT COLLECTOR	  	 	[***]	  
	1110B657G71	  	EXTERIOR COLOR SCHEME AND MARKINGS	  	 	[***]	  
	1110B657M33	  	MP - BFE - PREMASK - VERTICAL STABILIZER - EXTERIOR COLOR SCHEMES AND MARKINGS	  	 	[***]	  
	1120-000019	  	MAINTENANCE MARKINGS - ACCESS PANELS - ENGINE STRUT AND COWLS	  	 	[***]	  
	1130A931A06	  	IATA STANDARD MARKINGS - LOWER LOBE CARGO COMPARTMENT	  	 	[***]	  


  

					
	P.A. No. 2126	  	Exhibit A-12, Page 2	  	SA-30
	PA Exhibit A	  		  	Rev: 12/11/03

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








 Exhibit A-12 
 Purchase Agreement No. 2126 
 Page 3 

 
  
  

							
	 Configuration
 Item Number
	  	 Title
	  	2010
Dollars
Follow On
Price
Per A/C	 
	1130B657G72	  	INTERIOR PASSENGER COMPARTMENT PLACARDS AND MARKINGS	  	 	[***]	  
	1130B657J09	  	SEAT ROW MARKERS - PASSENGER CABIN	  	 	[***]	  
	1130B657L11	  	MP - ECONOMY CLASS SEAT ROW MARKERS REVISION - INTERIOR PLACARDS	  	 	[***]	  
	1130B657P19	  	MP - INTERIOR PLACARDS - REVISION - PASSENGER CABIN	  	 	[***]	  
	1130B657P39	  	INTERIOR PLACARDS - REVISION - ADDITIONAL SEAT ROW MARKERS - CENTER OVERHEAD BINS INTERIOR	  	 	[***]	  
	2145-000004	  	BULK CARGO AREA HEATING AND VENTILATING FOR ANIMAL CARRIAGE	  	 	[***]	  
	2158A071A11	  	IN-FLIGHT ENTERTAINMENT EQUIPMENT COOLING SYSTEM, FWD OF DOOR 2 - 200 CFM INSTALLATION	  	 	[***]	  
	2210-000003	  	AUTOFLIGHT - INHIBIT GLIDE SLOPE CAPTURE PRIOR TO LOCALIZER CAPTURE	  	 	[***]	  
	2210-000030	  	AUTOFLIGHT - THREE DIGIT MACH NUMBER ON MODE CONTROL PANEL	  	 	[***]	  
	2210-000031	  	AUTOFLIGHT - AUTOMATIC AUTOPILOT CHANNEL SELECTION IN APPROACH MODE	  	 	[***]	  
	2210-000037	  	AUTOFLIGHT - BANK ANGLE HOLD AT AUTOPILOT COMMAND ENGAGE	  	 	[***]	  
	2210-000039	  	AUTOFLIGHT - FULL TIME FLIGHT DIRECTOR	  	 	[***]	  
	2210-000311	  	AUTOFLIGHT - FLIGHT CONTROL COMPUTER (FCC) WITHOUT ONBOARD SOFTWARE LOADING CAPABILITY	  	 	[***]	  
	2210A064A02	  	AUTOFLIGHT - ALTITUDE ALERT - 300/900 FEET	  	 	[***]	  
	2210B403A08	  	MODE CONTROL PANEL WITHOUT BACKCOURSE SWITCH	  	 	[***]	  
	2230-000127	  	AUTOTHROTTLE - SELECTION OF CLIMB DERATES	  	 	[***]	  
	2230-000133	  	AUTOTHROTTLE - FIXED PERCENTAGE DERATE LEVELS OF 10% AND 20%	  	 	[***]	  
	2230-000135	  	AUTOTHROTTLE - CLIMB DERATE WASHOUT SCHEDULE - 10,000 TO 12,000 FEET	  	 	[***]	  
	2311-000124	  	HF COMMUNICATIONS - DUAL GABLES HF CONTROL PANELS WITH SENSITIVITY AND DATALINK CONTROL - P/N G7401-16 - BFE/SPE	  	 	[***]	  
	2311-000137	  	HF COMMUNICATIONS - PARTIAL PROVISIONS FOR DUAL ARINC 753 HF DATALINK	  	 	[***]	  
	2311B401A29	  	DUAL HF DATA RADIO - ARINC 753 - ACTIVATION - AIRLINE DATA LINK COMMUNICATIONS ONLY	  	 	[***]	  


  

					
	P.A. No. 2126	  	Exhibit A-12, Page 3	  	SA-30
	PA Exhibit A	  		  	Rev: 12/11/03

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








 Exhibit A-12 
 Purchase Agreement No. 2126 
 Page 4 

 

							
	 Configuration
 Item Number
	  	 Title
	  	2010
Dollars
Follow On
Price
Per A/C	 
	2311B401A39	  	HF COMMUNICATIONS - EQUIPMENT INSTALLATION OF DUAL ROCKWELL HF VOICE/DATA TRANSCEIVERS - P/N 822-0990-004 AND DIGITAL HF COUPLERS - P/N 822-0987-004 BFE/SPE	  	 	[***]	  
	2312-000703	  	VHF COMMUNICATIONS - ACTIVATION OF 8.33 KHZ CHANNEL SPACING	  	 	[***]	  
	2312B401A16	  	VHF COMMUNICATIONS - EQUIPMENT INSTALLATION OF TRIPLE ROCKWELL ARINC 750 VHF-920 FM IMMUNE TRANSCEIVERS WITH 8.33 KHZ CHANNEL SPACING, VDL MODE 2, AND CMC INTERFACE CAPABILITY - P/N
822-1250-002 - BFE/SPE	  	 	[***]	  
	2312B800D19	  	VHF COMMUNICATIONS - TRIPLE GABLES VHF TUNING PANELS (DUAL KNOB) - P/N G7400-227 - BFE/SPE	  	 	[***]	  
	2321B401A04	  	SELCAL - AVTECH FIVE CHANNEL DECODER - P/N NA138-714C - BFE/SPE	  	 	[***]	  
	2322B401A31	  	CMU - INSTALLATION OF ROCKWELL COLLINS ARINC 758 LEVEL AOA CMU - P/N 822-1239-151 - BFE / SPE	  	 	[***]	  
	2322B800A68	  	AIRCRAFT COMMUNICATIONS ADDRESSING AND REPORTING SYSTEM (ACARS) - LARGE FORMAT MULTIPURPOSE INTERACTIVE DISPLAY UNIT (MIDU) - ROCKWELL - P/N 822-1626-105 - BFE/SPE	  	 	[***]	  
	2322C939A05	  	CMU - INSTALLATION OF PARTIAL PROVISIONS FOR SINGLE CMU IN ACCORDANCE WITH ARINC 758	  	 	2322C939A05	  
	2324B800D31	  	MP - EMERGENCY LOCATOR TRANSMITTER (ELT) - ELTA 3-FREQUENCY AUTOMATIC - FIXED - P/N 95N6088 - SPE	  	 	[***]	  
	2324C485B12	  	MP - EMERGENCY LOCATOR TRANSMITTER (ELT) - INSTALLATION - ELTA 3 - FREQUENCY AUTOMATIC - FIXED - P/N 01N65900 - SPE	  	 	[***]	  
	2331B702M61	  	PASSENGER ADDRESS (PA) SYSTEM - TWO CLASS - ROCKWELL COLLINS	  	 	[***]	  
	2332A324A38	  	IN-FLIGHT ENTERTAINMENT SYSTEM POWER CONTROL SWITCH - HEAD END	  	 	[***]	  
	2332A324A39	  	IN-FLIGHT ENTERTAINMENT SYSTEM POWER CONTROL SWITCH - SEAT AND AREA DISTRIBUTION	  	 	[***]	  
	2332A324A40	  	IN-FLIGHT ENTERTAINMENT SYSTEM POWER CONTROL SWITCH - MASTER	  	 	[***]	  
	2332B702M66	  	IN-FLIGHT ENTERTAINMENT - PARTIAL PROVISIONS - THALES - 767	  	 	[***]	  


  

					
	P.A. No. 2126	  	Exhibit A-12, Page 4	  	SA-30
	PA Exhibit A	  		  	Rev: 12/11/03

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








 Exhibit A-12 
 Purchase Agreement No. 2126 
 Page 5 

 
  

							
	 Configuration
 Item Number
	  	 Title
	  	2010
Dollars
Follow On
Price
Per A/C	 
	2332B702N44	  	IN-FLIGHT ENTERTAINMENT SYSTEM - THALES - WITH OVERHEAD VIDEO - FULL CABIN PC POWER - FUL CABIN AVOD - PAX - CSE	  	 	[***]	  
	2332B702N67	  	MP - PASSENGER ENTERTAINMENT SYSTEM - PARTIAL PROVISIONS - PARTITION RELOCATION - MOBILE FRONTIER	  	 	[***]	  
	2332B702P67	  	MP - PASSENGER ENTERTAINMENT SYSTEM - VIDEO - REVISION - THALES - CSE	  	 	[***]	  
	2332C417B98	  	MP - PASSENGER ENTERTAINMENT SYSTEM - REPLACEMENT - THALES 15” MONITOR IN LIEU OF JAMCO 15” MONITOR - THALES - SPE	  	 	[***]	  
	2332C522A02	  	MP - PASSENGER ENTERTAINMENT SYSTEM - REVISION - TPCU HANDSET - THALES - SPE	  	 	[***]	  
	2332C817F17	  	MP - PASSENGER ENTERTAINMENT SYSTEM - VIDEO - REVISION - SOFTWARE PART NUMBERS - THALES - SPE	  	 	[***]	  
	2340B800D47	  	CREW COMMUNICATIONS - PILOTS’ CALL PANEL - FLIGHT DECK	  	 	[***]	  
	2342-000016	  	CABIN INTERPHONE SYSTEM - CABIN INTERPHONE HANDSET - FLIGHT COMPARTMENT	  	 	[***]	  
	2350B800C71	  	AUDIO INTEGRATING - AUDIO SELECTOR PANELS - FLIGHT DECK	  	 	[***]	  
	2350C164D44	  	MP - AUDIO SELECTOR PANEL (ASP) & PILOT’S CALL PLANEL - REPLACEMENT - SFE ASP WITH INTEGRATED SELCAL AND CREW CALL FUNCTIONS - 3 VHF/2 HF/2 SATCOM (P/N
285T0022-51)	  	 	[***]	  
	2351-000033	  	HAND HELD MICROPHONE - CAPTAIN AND FIRST OFFICER - ELECTROVOICE - P/N 903-1342 - BFE/SPE	  	 	[***]	  
	2351-000035	  	HAND HELD MICROPHONE - FIRST OBSERVER - ELECTROVOICE - P/N 903-1342 - BFE/SPE	  	 	[***]	  
	2351-000042	  	CONTROL WHEEL PUSH TO TALK (PTT) SWITCH - STANDARD THREE POSITION	  	 	[***]	  
	2351A213A33	  	AUDIO INTEGRATION - INSTALLATION - TWO-PLUG AUDIO JACKS IN THE FLIGHT DECK	  	 	[***]	  
	2351A213B77	  	BOOM MICROPHONE HEADSETS - CAPTAIN AND FIRST OFFICER - TELEX AIRMAN 750 - P/N 64300-200 - BFE/SPE	  	 	[***]	  
	2351A213B80	  	HEADPHONE - FIRST OBSERVER - TELEX - P/N 64400-200 - BFE/SPE	  	 	[***]	  
	2351A213B81	  	HEADPHONE - SECOND OBSERVER - TELEX - P/N 64400-200 - BFE/SPE	  	 	[***]	  
	2371-000009	  	NO MONITOR JACK IN THE WHEEL WELL	  	 	[***]	  


  

					
	P.A. No. 2126	  	Exhibit A-12, Page 5	  	SA-30
	PA Exhibit A	  		  	Rev: 12/11/03

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








 Exhibit A-12 
 Purchase Agreement No. 2126 
 Page 6 

 
  

							
	 Configuration
 Item Number
	  	 Title
	  	2010
Dollars
Follow On
Price
Per
A/C	 
	2371-000017	  	SOLID STATE VOICE RECORDER ED56A AND SOLID STATE MICROPHONE/MONITOR ED56A - ALLIEDSIGNAL - 2 HOUR RECORDING TIME - P/N 980-6022-001 AND P/N 980-6116-002 - BFE/SPE	  	 	[***]	  
	2432-000002	  	AUXILIARY POWER UNIT (APU) - ADDITIONAL STARTING CAPABILITY	  	 	[***]	  
	2433-000021	  	STANDBY POWER - EXTENDED TIME CAPABILITY - BATTERY PARALELLING	  	 	[***]	  
	2451-000002	  	90 KVA GALLEY POWER SUPPLY	  	 	[***]	  
	2501A611A19	  	FORWARD MONUMENT COMPLEX 4	  	 	[***]	  
	2504A611A14	  	AFT MONUMENT COMPLEX 3	  	 	[***]	  
	2511-000022	  	MANUALLY OPERATED SEATS - CAPTAIN AND FIRST OFFICER	  	 	[***]	  
	2511-000026	  	FIRST OBSERVER’S SEAT - WALL MOUNTED	  	 	[***]	  
	2511B806J86	  	MP - SECOND OBSERVER STSATION WITH ARMRESTS - ADDITION	  	 	[***]	  
	2513-000405	  	SUNVISOR INSTALLATION - NUMBER 1 AND 2 WINDOWS - FLIGHT DECK - SFE	  	 	[***]	  
	2520B657G80	  	INTERIOR COLOR AND MATERIAL - STANDARD OFFERING	  	 	[***]	  
	2520B657J42	  	UNIQUE DECORATIVE TEDLAR LAMINATE (DTL) - MONUMENTS - INTERIOR COLOR AND MATERIAL - SFE	  	 	[***]	  
	2520B657K41	  	MP - BFE RAW CARPET, CURTAIN AND FLOOR MAT MATERIAL	  	 	[***]	  
	2520B657M19	  	MP - INTERIOR DECOR - REVISION - PASSENGER CABIN	  	 	[***]	  
	2520B657M35	  	MP - DECORATIVE TEDLAR LAMINATE (DTL) - REVISION - MONUMENT MOUNTED - INTERIOR COLOR AND MATERIAL - SFE	  	 	[***]	  
	2520B657M56	  	MP - DECORATIVE TEDLAR LAMINATE (DTL) - REVISION - MONUMENT MOUNTED - INTERIOR COLOR AND MATERIAL - SFE	  	 	[***]	  
	2523B657J10	  	ADDITIONAL PASSENGER SERVICE UNITS -	  	 	[***]	  
	2523B657J31	  	PASSENGER SERVICE UNITS	  	 	[***]	  
	2524B657G86	  	SPE - FULL HEIGHT CENTERLINE CLOSET - STA 353 - STA 379	  	 	[***]	  
	2524B657G99	  	CURTAIN AND TRACK INSTALLATION - DOOR 1 LEFT AFT	  	 	[***]	  
	2524B657H01	  	CURTAIN AND TRACK INSTALLATION - DOOR 1 RIGHT AFT	  	 	[***]	  
	2524B657H04	  	CURTAIN AND TRACK INSTALLATION - DOOR 4	  	 	[***]	  
	2524B657H95	  	UNDERBIN CENTERLIN CLASS DIVIDER - SPE	  	 	[***]	  
	2524B657H96	  	LH UNDERBIN OUTBOARD CLASS DIVIDER - SPE	  	 	[***]	  
	2524B657H97	  	RH UNDERBIN OUTBOARD CLASS DIVIDER - SPE	  	 	[***]	  
	2524B657J00	  	CURTAIN AND TRACK INSTALLATION	  	 	[***]	  


  

					
	P.A. No. 2126	  	Exhibit A-12, Page 6	  	SA-30
	PA Exhibit A	  		  	Rev: 12/11/03

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








 Exhibit A-12 
 Purchase Agreement No. 2126 
 Page 7 

 
  
  

							
	 Configuration
 Item Number
	  	 Title
	  	2010
Dollars
Follow On
Price
Per
A/C	 
	2524B657J01	  	CURTAIN AND TRACK INSTALLATION - BETWEEN BUSINESS CLASS AND ECONOMY CLASS	  	 	[***]	  
	2524B657J13	  	LH UNDERBIN OUTBOARD CLASS DIVIDER - SPE	  	 	[***]	  
	2524B657J15	  	RH UNDERBIN OUTBOARD CLASS DIVIDER - SPE	  	 	[***]	  
	2524B657J40	  	SPE - CLOSET WITH INTEGRAL STOWAGE UNIT AND WALL MOUNTED ATTENDANT SEAT PROVISIONS - LH UNDERBIN - ECONOMY CLASS - FORWARD DOOR 4	  	 	[***]	  
	2524B657J41	  	SPE - CLOSET WITH INTEGRAL STOWAGE UNIT AND WALL MOUNTED ATTENDANT SEAT PROVISIONS - RH UNDERBIN - ECONOMY CLASS - FORWARD DOOR 4	  	 	[***]	  
	2524B657K50	  	MP - CLOSETS, PARTITION & CLASS DIVIDERS - REVISION - FULL HEIGHT CENTERLINE STA 344 - STA 366 - SPE	  	 	[***]	  
	2524B657P10	  	MP - CURTAINS - REVISION - CURTAIN AND CURTAIN TRACK - PASSENGER CABIN	  	 	[***]	  
	2524B657P16	  	MP - CLASS DIVIDERS - REPLACEMENT - BUSINESS CLASS - SPE	  	 	[***]	  
	2524C417C49	  	MP - CURTAINS - REVISION - CURTAIN AND CURTAIN TRACK - PASSENGER CABIN	  	 	[***]	  
	2524C707A33	  	MP - CLOSETS, PARTITION & CLASS DIVIDERS - REVISION - FULL HEIGHT SEAT TRACK MOUNTED CLOSETS - STA 1465.95 - STA 1478.95 AND STA 1467.95 - STA 1478.95 - SPE	  	 	[***]	  
	2524C826C28	  	MP - CURTAINS - REVISION - BFE CURTAIN MATERIAL	  	 	[***]	  
	2524C826R50	  	MP - CLOSETS, PARTITIONS AND CLASS DIVIDERS - REVISION - CURTAIN MATERIAL - NEO-TEX - BFE	  	 	[***]	  
	2525B657H05	  	BUSINESS CLASS SEATS	  	 	[***]	  
	2525B657H07	  	ECONOMY CLASS SEATS	  	 	[***]	  
	2525B657J37	  	ATTENDANT SEATS FOR 767-300	  	 	[***]	  
	2525B657L13	  	MP - ECONOMY CLASS PASSENGER SEATS - REVISION	  	 	[***]	  
	2525B657N74	  	MP - BUSINESS CALSS SEATS - REVISION - REVIEW AND APPROVE SUPPLIER DATA - SPE	  	 	[***]	  
	2525C485B41	  	MP - PASSENGER SEATS - REVISION - BUSINESS CLASS SEAT PART NUMBER REVISION - PASSENGER COMPARTMENT - SPE	  	 	[***]	  
	2526B657H11	  	SPE - IF-1C VIDEO CONTROL CENTER - FORWARD COMPARTMENT OF THE F2 GALLEY	  	 	[***]	  
	2527B657H12	  	ENTRYWAY FLOOR COVERING	  	 	[***]	  
	2527B657H98	  	FLOOR COVERING - SPE	  	 	[***]	  
	2527B657K59	  	MP - SEAT TRACK COVES AND RACEWAYS - REVISION - BFE IN LIEU OF SFE - ECONOMY CLASS	  	 	[***]	  
	2527B657L92	  	MP - FLOOR COVERING - REVISION - FLOOR MAT MATERIAL - SCHNELLER - BFE	  	 	[***]	  


  

					
	P.A. No. 2126	  	Exhibit A-12, Page 7	  	SA-30
	PA Exhibit A	  		  	Rev: 12/11/03

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








 Exhibit A-12 
 Purchase Agreement No. 2126 
 Page 8 

 
  
  

							
	 Configuration
 Item Number
	  	 Title
	  	2010
Dollars
Follow On
Price
Per
A/C	 
	2527B657N98	  	MP - FLOOR COVERING - REVISION - BUSINESS CLASS CARPET AND FLOOR MOUNTED EMERGENCY ESCAPE PATH LIGHTING SYSTEM	  	 	[***]	  
	2527C006A05	  	FLOOR COVERING - CARPET, SERGED EDGES	  	 	[***]	  
	2528B657H13	  	OVERHEAD STOWAGE BINS	  	 	[***]	  
	2528B657H21	  	LITERATURE POCKETS	  	 	[***]	  
	2528B657J03	  	CENTERLINE FLOOR MOUNTED STOWAGE UNIT - SPE	  	 	[***]	  
	2528B657J23	  	MAGAZINE STOWAGE - MONUMENT MOUNTED	  	 	[***]	  
	2528B657J29	  	LH OUTBOARD FLOOR MOUNTED STOWAGE UNIT - SPE	  	 	[***]	  
	2528B657J30	  	RH OUTBOARD FLOOR MOUNTED STOWAGE UNIT - SPE	  	 	[***]	  
	2528B657J59	  	BIN FAIRING AND CLOSEOUT PANEL - OUTBAOARD OVERHEAD STOWAGE BINS	  	 	[***]	  
	2528B657K02	  	MP - STOWAGE COMPARTMENTS - REVISION - BUSTLE IN LIEU OF MAGAZINE BUSTLE - 4F-2LC AND 4F-2RC LAVATORIES	  	 	[***]	  
	2529B657H43	  	CURTAIN AND CURTAIN TRACK INSTALLATION - IN-FLIGHT CREW REST - FORWARD OF DOOR 4R	  	 	[***]	  
	2529B657N61	  	MP - PASSENGER AND CABIN ATTENDANTS’ ACCOMODATIONS - INSTALLATION - CURTAINS AND CURTAIN TRACK - IN-FLIGHT CREW REST ENCLOSURE - BUSINESS CLASS - AFT RH	  	 	[***]	  
	2529B657R29	  	MP - PASSENGER AND CABIN ATTENDANTS ACCOMODATIONS - REVISION - LONGITUDINAL CURTAIN TRACK TO BIN SUPPORT FITTINGS - IN-FLIGHT CREW REST ENCLOSURE- BUSINESS CLASS - RH
AFT	  	 	[***]	  
	2529C417A72	  	ATTENDANT WORKSTATION	  	 	[***]	  
	2530B657H31	  	F1 GALLEY	  	 	[***]	  
	2530B657H33	  	F2 GALLEY	  	 	[***]	  
	2530B657H35	  	F3 GALLEY	  	 	[***]	  
	2530B657H37	  	A1 GALLEY	  	 	[***]	  
	2530B657H39	  	A2 GALLEY	  	 	[***]	  
	2530B657H40	  	A3 GALLEY	  	 	[***]	  
	2530B657H41	  	GALLEY PART NUMBERS - BFE/SPE	  	 	[***]	  
	2530B657H42	  	GALLEY INSERT PART NUMBERS - BFE/SPE	  	 	[***]	  
	2530B657J92	  	MP - BUFFETS/GALLEYS - REPLACEMENT - F3 GALLEY WITH INTEGRAL CHILLER IN LIEU OF F3 GALLEY WITHOUT INTEGRAL CHILLER - SPE	  	 	[***]	  
	2530B657N79	  	MP - BUFFET/GALLEY - REVISION - F3 GALLEY - SPE	  	 	[***]	  


  

					
	P.A. No. 2126	  	Exhibit A-12, Page 8	  	SA-30
	PA Exhibit A	  		  	Rev: 12/11/03

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








 Exhibit A-12 
 Purchase Agreement No. 2126 
 Page 9 

 
  

							
	 Configuration
 Item Number
	  	 Title
	  	2010
Dollars
Follow On
Price
Per AC	 
	2530B657N82	  	MP - BUFFET/GALLEY - REVISION - ALTERNATE GALLEY CART PART NUMBER - F2 GALLEY - SPE	  	 	[***]	  
	2530C485B69	  	MP - GALLEY - REVISION - OVEN PART NUMBER - SPE	  	 	[***]	  
	2530C635A24	  	MP - GALLEY - REVISION - CHILLER - BE AEROSPACE - SPE	  	 	[***]	  
	2530C826R54	  	MP - GALLEY - REVISION - WATER BOILER - B.E. AEROSPACE - SPE	  	 	[***]	  
	2531B657H99	  	PARTIAL PROVISIONS FOR NON-STANDARD A4 GALLEY - SPE	  	 	[***]	  
	2533A798A01	  	CHILLERS (6800 BTUH) - THREE - GALLEY - FORWARD AND AFT - BFE/SPE - P/N 267-100	  	 	[***]	  
	2540B657H46	  	1F-1L LAVATORY	  	 	[***]	  
	2540B657H54	  	4F-2LC LAVATORY	  	 	[***]	  
	2540B657H56	  	4F-2RC LAVATORY	  	 	[***]	  
	2540B657H60	  	1A-1L LAVATORY	  	 	[***]	  
	2540B657J34	  	2F-9L LAVATORY	  	 	[***]	  
	2540B657J36	  	2F-9R LAVATORY	  	 	[***]	  
	2540B657K45	  	MP - LAVATORIES - REVISION - ADDITONAL MIRROR IN 2F-9L AND 2F-9R LAVATORIES	  	 	[***]	  
	2540B657L09	  	MP - LAVATORY REVISION - BABY CARE TABLE	  	 	[***]	  
	2540B657P32	  	MP - LAVATORY EQUIPMENT - REVISION - 1A-1L LAVATORY MIRROR	  	 	[***]	  
	2550-000040	  	NO PROVISIONS FOR LOADING LONG LIGHTWEIGHT ITEMS - FORWARD CARGO COMPARTMENT	  	 	[***]	  
	2552-000135	  	CARGO COMPARTMENTS - PARTIAL FLOOR	  	 	[***]	  
	2552-000223	  	FABRIC STA 744 ENDWALL	  	 	[***]	  
	2552A931A07	  	SLOPING SIDEWALL - CARGO COMPARTMENTS - .020 THICKNESS OVERALL AND .030 THICKNESS AT CARGO DOORS - BMS 8-223	  	 	[***]	  
	2553-000036	  	HARDWARE FOR STANDARD CONTAINERS IN THE AFT CARGO COMPARTMENT	  	 	[***]	  
	2553-000042	  	NO SPOOL-TYPE LOADER INDEX FITTINGS - AFT CARGO COMPARTMENT	  	 	[***]	  
	2553-000044	  	HARDWARE FOR CARRIAGE OF 88 X 125 AND 96 X 125 INCH PALLETS AND STANDARD CONTAINERS IN THE FORWARD CARGO COMPARTMENT	  	 	[***]	  
	2553-000085	  	REMOTELY OPERATED CONTAINER ROLLOUT STOPS - AFT CARGO COMPARTMENT DOORWAY	  	 	[***]	  
	2555-000022	  	STANDARD BULK CARGO AREA FLOOR	  	 	[***]	  
	2555-000024	  	BULK CARGO DOOR PROTECTOR - NET	  	 	[***]	  
	2560-000175	  	HALON FIRE EXTINGUISHER - FLIGHT DECK - WALTER KIDDE	  	 	[***]	  


  

					
	P.A. No. 2126	  	Exhibit A-12, Page 9	  	SA-30
	PA Exhibit A	  		  	Rev: 12/11/03

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








 Exhibit A-12 
 Purchase Agreement No. 2126 
 Page 10 

 
  

							
	 Configuration
 Item Number
	  	 Title
	  	2010
Dollars
Follow On
Price
Per
A/C	 
	2560-000200	  	PROTECTIVE BREATHING EQUIPMENT - FLIGHT DECK - SCOTT AVIATION - P/N 802300-14 - BFE/SPE	  	 	[***]	  
	2560B800A79	  	CREW LIFE VESTS - FLIGHT DECK - AIR CRUISER - P/N D21344-101 - BFE/SPE	  	 	[***]	  
	2561A931A10	  	FORWARD ESCAPE HATCH POSITION FOR ESCAPE STRAP	  	 	[***]	  
	2562B657J43	  	OVERWATER EMERGENCY EQUIPMENT	  	 	[***]	  
	2562C826P97	  	MP - OVERWATER SURVIVAL EQUIPMENT - REVISION - PORTABLE EMERGENCY LOCATOR TRANSMITTER (ELT) - SPE	  	 	[***]	  
	2562C826R66	  	MP - OVERWATER SURVIVAL EQUIPMENT - REPLACEMENT - LIFE VEST - SPE	  	 	[***]	  
	2564B657J49	  	DETACHABLE EMERGENCY EQUIPMENT - PASSENGER COMPARTMENT	  	 	[***]	  
	2564B657K19	  	MP - DETACHABLE EMERGENCY EQUIPMENT - REVISION - PASSENGER COMPARTMENT - SPE	  	 	[***]	  
	2564B657L23	  	MP - DETACHABLE EMERGENCY EQUIPMENT - REVISION - PASSENGER COMPARTMENT	  	 	[***]	  
	2564B657M21	  	MP - DETACHABLE EMERGENCY EQUIPMENT - REVISION - PASSENGER COMPARTMENT	  	 	[***]	  
	2564B657M45	  	MP - DETACHABLE EMERGENCY EQUIPMENT - NON-RECHARGEABLE FLASHLIGHT IN LIEU OF RECHARGEABLE FLASHLIGHT - SPE	  	 	[***]	  
	2564B657N93	  	MP - DETACHABLE EMERGENCY EQUIPMENT - REVISION - PASSENGER COMPARTMENT - SPE	  	 	[***]	  
	2564B657P30	  	MP - DETACHABLE EMERGENCY EQUIPMENT - REVISION - PASSENGER COMPARTMENT	  	 	[***]	  
	2564C826A13	  	MP - DETACHABLE EMERGENCY EQUIPMENT - REVISION - PORTABLE OXYGEN BOTTLE RELOCATION - PASSENGER COMPARTMENT	  	 	[***]	  
	2566A649A46	  	ESCAPE SLIDE - DUAL LANE - TYPE III EXIT WITH VISUAL GUIDANCE	  	 	[***]	  
	2566C522A04	  	MP - ESCAPE SLIDE - DUALLANE - TYPE 111 EXIT WITH VISUAL GUIDANCE	  	 	[***]	  
	2610-000025	  	KIDDE FIRE DETECTION SYSTEM - GE CF6-80C2 ENGINES AND APU	  	 	[***]	  
	2618-000009	  	SINGLE LOOP DUCT LEAK DETECTION SYSTEM - 3 ZONE	  	 	[***]	  
	2622-000004	  	FIRE BOTTLE COMMONALITY - CF6-80C2 ENGINES AND DUAL APU FIRE EXTINGUISHING SYSTEM	  	 	[***]	  
	2732-000002	  	STALL WARNING COMPUTER SPEED TAPE ACTIVATION - DISPLAY MINIMUM MANEUVER SPEED ON TAKEOFF	  	 	[***]	  
	2811-000021	  	EXTENDED RANGE (ER) FUEL TANK AND FUEL JETTISON SYSTEMS	  	 	[***]	  


  

					
	P.A. No. 2126	  	Exhibit A-12, Page 10	  	SA-30
	PA Exhibit A	  		  	Rev: 12/11/03

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








 Exhibit A-12 
 Purchase Agreement No. 2126 
 Page 11 

 

							
	 Configuration
 Item Number
	  	 Title
	  	2010
Dollars
Follow On
Price
Per
A/C	 
	2844-000005	  	FUEL MEASURING STICKS IN KILOGRAMS WITH CONVERSION TABLES IN KILOGRAMS	  	 	[***]	  
	2911-000003	  	AC MOTOR-DRIVEN HYDRAULIC PUMPS - EATON (VICKERS) S270T201-7	  	 	[***]	  
	2911-000038	  	ENGINE-DRIVEN HYDRAULIC PUMPS - VICKERS INC. (60B00200-12)	  	 	[***]	  
	3042-000003	  	WINDSHIELD WIPERS - TWO SPEED - SINGLE SWITCH	  	 	[***]	  
	3080-000006	  	MANUAL ANTI-ICING SYSTEM - NO ICE DETECTION	  	 	[***]	  
	3120-000011	  	ELECTRONIC CLOCKS - WITHOUT TENTHS OF MINUTE DISPLAY - MAIN INSTRUMENT PANEL	  	 	[***]	  
	3131-000143	  	ACCELEROMETER - Honeywell P/N 971-4193-001 - BFE/SPE	  	 	[***]	  
	3131-000187	  	DIGITAL FLIGHT DATA RECORDER - ALLIEDSIGNAL - 256 WORDS PER SECOND MAXIMUM DATA RATE - P/N 980-4700-042 BFE/SPE	  	 	[***]	  
	3131A715A01	  	DIGITAL FLIGHT DATA ACQUISITION UNIT (DFDAU) WITH ACMS CAPABILITY AND INTERGRATED PCMCIA MEDIA INTERFACE-TELEDYNE CONTROLS-P/N 2233000-816-1 -BFE/SPE	  	 	[***]	  
	3132-000095	  	AIRBORNE DATA LOADER/RECORDER - ARINC 615 - ALLIEDSIGNAL - 964-0401-006 - BFE/SPE	  	 	[***]	  
	3132-000117	  	DATA LOADER SELECTOR SWITCH MODULE - 20 POSITION 3 WAY - SFE	  	 	[***]	  
	3132A887A01	  	DUAL ARINC 615 DATA LOADER/RECORDER INTERFACE TO THE THREE WAY, TWENTY POSITION SYSTEM SELECTOR SWITCH - PORTABLE DATA LOADER/RECORDER CONNECTOR INSTALLATION IN P61 RIGHT SIDE PANEL
- SFE	  	 	[***]	  
	3133-000057	  	FULL FORMAT PRINTER - MILTOPE - ARINC 744 - P/N 706300-212 - BFE/SPE	  	 	[***]	  
	3133-000125	  	ARINC 744 PRINTER PROVISIONS IN THE FLIGHT DECK AISLESTAND	  	 	[***]	  
	3151-000042	  	FIREBELL AURAL WARNING - 1 SECOND ON, 9 SECONDS OFF	  	 	[***]	  
	3151-000046	  	AUTOPILOT DISCONNECT - AURAL WARNING SIREN - AURAL WARNING AND MASTER WARNING LIGHT INHIBITED WHEN AUTOPILOT DISCONNECT SWITCH IS DOUBLE PRESSED QUICKLY	  	 	[***]	  
	3151A065A47	  	RESETTABLE OVERSPEED AURAL WARNING - SIREN	  	 	[***]	  
	3161-000135	  	HYDRAULIC PRESSURE ON EICAS STATUS PAGES	  	 	[***]	  
	3161-000137	  	APU RPM ON EICAS STATUS PAGES	  	 	[***]	  
	3161-000139	  	APU OIL QUANTITY LEVEL ON EICAS	  	 	[***]	  


  

					
	P.A. No. 2126	  	Exhibit A-12, Page 11	  	SA-30
	PA Exhibit A	  		  	Rev: 12/11/03

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








 Exhibit A-12 
 Purchase Agreement No. 2126 
 Page 12 

 
  

							
	 Configuration
 Item Number
	  	 Title
	  	2010
Dollars
Follow On
Price
Per A/C	 
	3161-000141	  	ADDITIONAL ENVIRONMENTAL CONTROL SYSTEM (ECS) PARAMETERS - DISPLAY ON EICAS MAINTENANCE PAGE	  	 	[***]	  
	3161-000144	  	GENERATOR OFF AND ENGINE OIL PRESSURE - EICAS ADVISORY LEVEL MESSAGES	  	 	[***]	  
	3161-000147	  	ECS PRECOOLER OUTLET TEMPERATURE - (PW AND GE ENGINES) - DISPLAY ON EICAS	  	 	[***]	  
	3161-000152	  	BULK CARGO COMPARTMENT TEMPERATURE - DISPLAY ON EICAS	  	 	[***]	  
	3161-000154	  	RAM AIR OUTLET DOOR POSITION - DISPLAY ON EICAS	  	 	[***]	  
	3161-000189	  	ENGINE FUEL FLOW - FULL TIME DISPLAY - LOWER EICAS DISPLAY	  	 	[***]	  
	3162-000016	  	FLIGHT MODE ANNUNCIATION AT TOP OF ADI	  	 	[***]	  
	3162-000021	  	AIRSPEED TAPE - ROLLING DIGITS AND TREND VECTOR - ADI	  	 	[***]	  
	3162-000022	  	FLIGHT DIRECTOR COMMAND DISPLAY - SPLIT AXIS - ADI	  	 	[***]	  
	3162-000026	  	DISPLAY OF ROUND DIAL AND DIGITAL RADIO ALTITUDE - ADI	  	 	[***]	  
	3162-000030	  	RISING RUNWAY - DISPLAYED ON THE ADI	  	 	[***]	  
	3162-000034	  	RADIO ALTITUDE HEIGHT ALERT DISPLAY - 2500 FEET - ADI	  	 	[***]	  
	3162-000054	  	ILS DEVIATION WARNING - ADI	  	 	[***]	  
	3162-000059	  	MAP MODE ORIENTATION - TRACK UP - NAVIGATION DISPLAY	  	 	[***]	  
	3162-000066	  	TRUE AIRSPEED AND GROUND SPEED - NAVIGATION DISPLAY	  	 	[***]	  
	3162-000070	  	WIND BEARING DIGITAL DISPLAY - NAVIGATION DISPLAY	  	 	[***]	  
	3162-000081	  	ADF POINTER(S) - NAVIGATION DISPLAY	  	 	[***]	  
	3221-000011	  	TORQUE ARM QUICK DISCONNECT - NOSE LANDING GEAR	  	 	[***]	  
	3242A114B69	  	ANTISKID/AUTOBRAKE CONTROL UNIT (AACU) P/N 42-767-2 (S283T001-27) - INSTALLATION	  	 	[***]	  
	3245-000230	  	WHEELS AND TIRES - NOSE LANDING GEAR - WHEELS - ALLIEDSIGNAL - INSTALLATION WITH SFE 24 PR, 235 MPH TIRES	  	 	[***]	  
	3245A298A12	  	BRAKES - CARBON - MESSIER-BUGATTI	  	 	[***]	  
	3245A438A27	  	OPERATIONAL TIRE SPEED LIMITS - 235MPH	  	 	[***]	  
	3245A438A28	  	WHEELS AND TIRES - MAIN LANDING GEAR - HIGH GROSS WEIGHT WHEELS - MESSIER-BUGATTI - INSTALLATION WITH SFE 32 PR, 235 MPH TIRES.	  	 	[***]	  
	3246-000005	  	BRAKE TEMPERATURE MONITORING SYSTEM	  	 	[***]	  
	3320B657N77	  	MP - PASSENGER COMPARTMENT - REVISION - OUTBOARD OVERHEAD CLOSEOUT PANEL AREA LIGHT - LH/RH STA 792 - STA 813-95	  	 	[***]	  


  

					
	P.A. No. 2126	  	Exhibit A-12, Page 12	  	SA-30
	PA Exhibit A	  		  	Rev: 12/11/03

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








 Exhibit A-12 
 Purchase Agreement No. 2126 
 Page 13 

 

							
	 Configuration
 Item Number
	  	 Title
	  	2010
Dollars
Follow On
Price
Per A/C	 
	3324-000117	  	NO-SMOKING LIGHT ON - HARD WIRE	  	 	[***]	  
	3324B657H92	  	OVER AISLE EXIT SIGNS - PASSENGER CABIN	  	 	[***]	  
	3324B657K03	  	MP - INFORMATION SIGNS - REPLACEMENT - STANDARD OVER AISLE EXIT SIGNS - PASSENGER CABIN	  	 	[***]	  
	3342-000009	  	TAXI LIGHTS - NOSE GEAR MOUNTED - SPACE PROVISIONS	  	 	[***]	  
	3350A704A30	  	EMERGENCY ESCAPE PATH LIGHTING - SEAT/MONUMENT MOUNTED	  	 	[***]	  
	3350B657K04	  	MP - EMERGENCY ESCAPE PATH LIGLHTLING - REVISION - FLOOR MOUNTED INLIEU OF SEAT/MONUMENT MOUNTED - PASSENGER CABIN	  	 	[***]	  
	3413-000027	  	MACH/AIRSPEED INDICATOR - TWO KNOT GRADUATIONS BELOW 250 KNOTS	  	 	[***]	  
	3421-000042	  	FAA MACH/AIRSPEED LIMITS AND OVERSPEED ALERTING	  	 	[***]	  
	3423-000006	  	STANDBY MAGNETIC COMPASS COMPENSATION FOR ELECTRICAL CIRCUITS (+/- 5 DEGREES)	  	 	[***]	  
	3430-000187	  	ILS/GPS MULTI-MODE RECEIVER (MMR) - ROCKWELL - P/N 822-1152-002 - BFE/SPE	  	 	[***]	  
	3433-000032	  	RADIO ALTIMETER (RA) - ROCKWELL INTERNATIONAL CORP - P/N 822-0334-002 - BFE/SPE	  	 	[***]	  
	3443-000050	  	DUAL WEATHER RADAR CONTROL PANEL - ROCKWELL P/N 622-5130-114 - BFE/SPE	  	 	[***]	  
	3443A065A34	  	DUAL WEATHER RADAR SYSTEM - WITH PREDICTIVE WINDSHEAR - ROCKWELL TRANSCEIVER P/N 622-5132-633 - BFE/SPE	  	 	[***]	  
	3445A065A86	  	TCAS SYSTEM - ROCKWELL COLLINS TCAS COMPUTER P/N 822-1293-002 - TCAS CHANGE 7 COMPLIANT - BFE/SPE	  	 	[***]	  
	3446-000045	  	STANDARD VOLUME FOR ALTITUDE CALLOUTS	  	 	[***]	  
	3446-000048	  	ENHANCED GROUND PROXIMITY WARNING SYSTEM (EGPWS) - BANK ANGLE CALLOUT ENABLE	  	 	[***]	  
	3446-000049	  	500 SMART CALLOUT INHIBITED	  	 	[***]	  
	3446B800D17	  	GROUND PROXIMITY WARNING SYSTEM - MODE 6 ALTITUDE CALLOUTS - 2500, 1000, 500, 400, 300, 200, 100, 50, 40, 30, 20, 10, MINIMUMS	  	 	[***]	  
	3451-000022	  	VOR/MARKER BEACON - ROCKWELL RECEIVER P/N 822-0297-001 - BFE/SPE	  	 	[***]	  
	3453B866A16	  	ATC SYSTEM - ROCKWELL COLLINS ATC TRANSPONDER P/N 822-1338-003 - ELS/EHS/ES AND TCAS CHANGE 7 COMPLIANT - GABLES CONTROL PANEL P/N G6992-12 - BFE/SPE	  	 	[***]	  
	3455-000019	  	DISTANCE MEASURING EQUIPMENT (DME) - ROCKWELL INTERROGATOR P/N 822-0329-001 - BFE/SPE	  	 	[***]	  


  

					
	P.A. No. 2126	  	Exhibit A-12, Page 13	  	SA-30
	PA Exhibit A	  		  	Rev: 12/11/03

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








 Exhibit A-12 
 Purchase Agreement No. 2126 
 Page 14 

 

							
	 Configuration
 Item Number
	  	 Title
	  	2010
Dollars
Follow On
Price
Per A/C	 
	 3457-000219
	  	AUTOMATIC DIRECTION FINDER (ADF) - DUAL SYSTEM - ROCKWELL ADF-900/700 SERIES - ADF RECEIVER P/N 822-0299-001 - ADF ANTENNA P/N 622-5404-003 - BFE/SPE	  	 	[***]	  
	3457-000289	  	DUAL ADF CONTROL PANEL - BOEING - 285T0557-2 - WITHOUT BFO OR TONE SWITCH - SFE	  	 	[***]	  
	3461A425A03	  	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - OFFPATH DESCENT CIRCLES AND DISTANCE MEASURING EQUIPMENT RANGE RINGS DISPLAYED	  	 	[***]	  
	3461A425A04	  	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - SCANNING DME OPERATIONS - ENABLE	  	 	[***]	  
	3461A425A05	  	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - RUNWAY DISTANCE AND OFFSET POSITION SHIFT IN UNITS OF FEET	  	 	[***]	  
	3461A425A10	  	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - NAVIGATION DATABASE - CUSTOMER SUPPLIED	  	 	[***]	  
	3461A425A12	  	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - TAKEOFF DATA LINK - ENABLE	  	 	[***]	  
	3461A425A13	  	FMCS - AIRLINE MODIFIABLE INFORMATION (AMI) - CUSTOMER SUPPLIED	  	 	[***]	  
	3461A425A16	  	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - AIR TRAFFIC SERVICES DATA LINK (ATS DL) - FANS FEATURE ACTIVATION	  	 	[***]	  
	3461A425A17	  	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - AIRLINE OPERATIONAL COMMUNICATIONS DATA LINK (AOC DL) - FANS FEATURE ACTIVATION	  	 	[***]	  
	3461A425A18	  	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - PRINTER INTERFACE - FANS FEATURE ACTIVATION	  	 	[***]	  
	3511B899B48	  	CREW OXYGEN MASKS - AUTOMATIC PRESSURE BREATHING TYPE - CAPTAIN AND FIRST OFFICER - EROS - BFE/SPE	  	 	[***]	  
	3511B899B49	  	CREW OXYGEN MASKS - AUTOMATIC PRESSURE BREATHING TYPE - FIRST OBSERVER - EROS - BFE/SPE	  	 	[***]	  
	3511B899B50	  	CREW OXYGEN MASKS - AUTOMATIC PRESSURE BREATHING TYPE - SECOND OBSERVER - EROS/SCOTT AVIATION - BFE/SPE	  	 	[***]	  
	3611-000005	  	HAMILTON STANDARD - INTERMEDIATE PRESSURE (IP) CHECK VALVES - GE\P&W ENGINES	  	 	[***]	  
	3811-000022	  	POTABLE WATER - SERVICEABLE TO 149 GALLONS	  	 	[***]	  
	3831-000008	  	WASTE TANK CAPACITY - 116 GALLONS	  	 	[***]	  
	3832-000031	  	VACUUM WASTE SYSTEM - ENVIROVAC TOILET ASSEMBLIES	  	 	[***]	  


  

					
	P.A. No. 2126	  	Exhibit A-12, Page 14	  	SA-30
	PA Exhibit A	  		  	Rev: 12/11/03

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








 Exhibit A-12 
 Purchase Agreement No. 2126 
 Page 15 

 

							
	 Configuration
 Item Number
	  	 Title
	  	2010
Dollars
Follow On
Price
Per A/C	 
	3910B800A77	  	CONTROL PANEL ARRANGEMENT - P8 AISLE STAND - FLIGHT DECK - LAN	  	 	[***]	  
	4970-000046	  	APU CYCLEMETER - AFT ELECTRONIC EQUIPMENT (E/E) COMPARTMENT	  	 	[***]	  
	4970-000047	  	APU HOURMETER - AFT ELECTRONIC EQUIPMENT (E/E) COMPARTMENT	  	 	[***]	  
	5210-000024	  	TYPE A - III - III - A DOOR ARRANGEMENT	  	 	[***]	  
	5300B657K48	  	MP - INSTALLATION OF SEAT TRACKS - BL 45.5 LEFT AND RIGHT - STA 389 TO STA 721.805	  	 	[***]	  
	7200-000382	  	STANDARD FAN SPINNER - GE ENGINES	  	 	[***]	  
	7200-000412	  	GE PROPULSION SYSTEM	  	 	[***]	  
	7200A114C89	  	GENERAL ELECTRIC ENGINES - CF6-80C2-B6F - B6F RATING - WITH FADEC	  	 	[***]	  
	7830-000012	  	MANUAL OPENING OF THRUST REVERSER ASSEMBLIES - GE CF6-80C2 ENGINES	  	 	[***]	  
	7900-000117	  	LUBRICATING OIL - BP TURBO OIL 2380	  	 	[***]	  
	8011-000006	  	HAMILTON STANDARD STARTERS AND STARTER VALVES - GE ENGINES	  	 	[***]	  
	INT_ALLOWANCE	  	INTERIOR ALLOWANCE FOR ALL MINOR MODELS	  	 	[***]	  
	MISC/FAA5	  	FIRE PENETRATION - BURNTHROUGH, FAR 25.865 (b)	  	 	[***]	  
	OPTIONS: 298	  	TOTAL:	  	 	$7,426,400	  


  

					
	P.A. No. 2126	  	Exhibit A-12, Page 15	  	SA-30
	PA Exhibit A	  		  	Rev: 12/11/03

 “[***]” 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



 
  

6-1162-ILK-0451 
 LAN Airlines S.A. 

Avenida Presidente Riesco 5711 
 Piso 19

 Las Condes 
 Santiago, Chile

  

	Subject:	Special Matters Letter Applicable to the 2012 Additional Aircraft 

  

	Reference:	Purchase Agreement No. 2126 (the Purchase Agreement) between The Boeing Company (Boeing) and LAN Airlines S.A.
(Customer) relating to Model 767-316F, Model 767-38EF and Model 767-316ER aircraft (hereinafter referred to as “Aircraft”) 


This letter agreement (Letter Agreement) 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
Airframe Price in accordance with the escalation formula reflected in Supplemental Exhibit AE1 2010$ to the Purchase Agreement entitled “Escalation adjustment - airframe and optional features”. 

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 “2012 Additional
Aircraft” shall mean each or all three, as the case may be, of the three 767-316ER Aircraft (as previously defined in Supplemental Agreement No. 30 to the Purchase Agreement) scheduled for delivery in [***], respectively.

 1.4 “Table 13” shall mean the table entitled “Aircraft Information Table 767-316ER
Aircraft – 2010 $”. 

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








 



 
 LAN Airlines S.A. 
 6-1162-ILK-0451 
  
  

	2.	Export License. 

 Customer
understands and confirms that it is Customer’s responsibility to obtain any required Export License from the relevant U.S. authority. Without accepting any liability for any failure to do so, Boeing will use reasonable endeavors to alert
Customer to any regulatory changes of which Boeing becomes aware and which require Customer to obtain such Export License. 
  

	3.	Warranty Modification. 


Notwithstanding paragraph 3.2 of Part 2 of Exhibit C to the AGTA, Boeing agrees that the warranty period for a Corrected Boeing Product
resulting from a defect in material or workmanship is 6 months or the remainder of the initial warranty period, whichever is longer. 
  

	4.	Credit Memoranda for the 2012 Additional Aircraft. 

 4.1 Subject to Customer’s adherence to the Limitations on Use, Boeing will provide the Customer with a credit memorandum concurrently with the delivery of each 2012 Additional Aircraft, in
description and amount which is identified in the credit memoranda table below. 
  

			
	 Credit Memoranda Exclusive to the 2012

Additional Aircraft
	  	Concession Stated as
a Percentage of
Airframe Price
	 Incentive Basic Credit Memorandum, STE
	  	[***]
	 Incremental Aircraft Credit Memorandum, STE
	  	[***]
	 Total Table 4.1 Credit Memoranda Exclusive to
the
 2012 Accelerated Aircraft
	  	[***]

 4.2 Subject to Customer’s adherence to the Limitations on Use, Boeing will provide the Customer with
a goods and services credit memorandum at the time of definitive agreement signing in the total amount of [***] 

  

					
	P.A. No. 2126	  		  	SA-30
	Special Matters Letter Applicable to the 2012 Additional Aircraft	  	

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








  
 



 
 LAN Airlines S.A. 
 6-1162-ILK-0451 
  
  

	5.	Deferred Advance Payments for the 2012 Additional Aircraft. 

 5.1 The parties agree that, in respect of each 2012 Additional Aircraft, the Customer may elect a [***] deferred advance payment schedule as shown below (the Deferred Advance Payment Schedule
Applicable for the 2012 Additional Aircraft) in lieu of the standard advance payment schedule set forth in Article 4.2 of the Purchase Agreement and in Table 13, (the Standard Advance Payment Schedule). The election
must be made at the time of singing this SA-30. 
  

			
	 Due Date of Payment*
	  	 Amount Due per Aircraft

(percentage of Aircraft’s
 Advance Payment Base Price)

		
	 [***]
	  	[***]
		
	 [***]
	  	[***]
		
	 [***]
	  	[***]
		
	 [***]
	  	[***]
		
	 [***]
	  	[***]
		
	 [***]
	  	[***]
		
	 [***]
	  	[***]
		
	 Total Advance Payments
	  	[***]

  

	*	- unless otherwise indicated, refers to the number of months prior to the first day of the scheduled delivery month of the Aircraft. 


5.2 The parties agree that Customer will pay interest to Boeing on the difference between the payments made pursuant to the Article 4.1
Deferred Advance Payment Schedule Applicable to the 2012 Additional Aircraft and the amount which would otherwise have been payable to Boeing under the Standard Advance Payment Schedule. Such interest shall accrue from and including the date on
which such payments would have been due if there were no deferral up to the but excluding the date on which such amounts are paid in full. The rate used to calculate such interest shall be the
three-

  

					
	P.A. No. 2126	  		  	SA-30
	Special Matters Letter Applicable to the 2012 Additional Aircraft	  	

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








  
 



 
 LAN Airlines S.A. 
 6-1162-ILK-0451 
  
 
month London Interbank Offered Rate (LIBOR) as set forth in The Wall Street Journal, US edition, plus [***] basis points. The effective rate will be the rate in effect on the first business day
of the calendar quarter in which the advance payment was initially deferred, and will be reset every calendar quarter. Interest on unpaid amounts will be calculated using a 360 day year, and compounded quarterly.  

 

	6.	Assignment. 

 Any
assignment by Customer of any benefits, entitlements, or services described in this Letter Agreement requires Boeing’s prior written consent. Further, Customer will not reveal to any third party the amount of the credit memoranda provided to
Customer by Boeing without Boeing’s prior written consent and subject to such circumstances as Boeing may reasonably require. 
 Boeing will not unreasonably withhold consent to Customer’s request to assign, as security, rights in the Purchase Agreement if done for purposes of obtaining financing or for such other purpose
consistent with fulfilling its obligations under the Purchase Agreement. Boeing’s consent will be conditioned on all parties accepting Boeing’s customary conditions for consenting to an assignment, including, but not limited to, the
following: assignor and assignee indemnification of Boeing for any actions taken by an assignee under any assignment agreement; Boeing’s right to exercise the manufacturer’s option to assume Customer’s rights under the Purchase
Agreement in the event of a default under an assignment agreement; and confidentiality. A Party that is 
  

	 	i.	bound by a customary confidentiality agreement; 

  

	 	ii.	neither an airplane manufacturer nor an airline; and 

  

	 	iii.	responding to a Customer request for proposals to provide financing of Aircraft pursuant to the Purchase Agreement, including pre-delivery payment financing


 shall be deemed a “Financing Party”. 

Without Boeing’s consent, Customer may represent to any Financing Party that Boeing will provide to that Financing Party,
concurrently with the delivery of each of the Aircraft to that Financing Party, a financier credit memorandum equal to 
 (a)
Concession ceiling for the passenger aircraft: [***] 

  

					
	P.A. No. 2126	  		  	SA-30
	Special Matters Letter Applicable to the 2012 Additional Aircraft	  	

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








  
 



 
 LAN Airlines S.A. 
 6-1162-ILK-0451 
  
 (b) Concession ceiling for the freighter aircraft: [***] 
 escalated to the month of delivery in
the same manner as the Airframe Price as described in Supplemental Exhibit AE1 2010$ and in conformance with terms and conditions of this Letter Agreement. Insofar as such Financing Party is concerned, this Financier Credit Memorandum shall be in
lieu of any other provision in the Letter Agreement. When the Customer identifies a Financing Party and the preliminary terms of an assignment under which pre-delivery payment financing or aircraft purchase financing could be provided, at
Customer’s request, Boeing agrees to enter into discussions with the Customer to consider whether an additional credit memorandum can be assigned, with the goal of helping Customer obtain third-party financing. 

Boeing will consent to any reasonable request by Customer to assign the Purchase Agreement to an affiliate provided that Boeing is
provided with an adequate guarantee of performance of all obligations under this Purchase Agreement and in a form reasonably satisfactory to Boeing. 
 Customer understands that Boeing is not required under any circumstances to consent to an assignment that would constitute a novation. 

The foregoing provisions are intended to supplement, and not to supersede, the assignment provisions of the AGTA, which address delivery
date and post-delivery assignments, merger-type assignments, and other matters. 
  

	7.	Confidentiality. 

 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 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 Letter 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 

  

					
	P.A. No. 2126	  		  	SA-30
	Special Matters Letter Applicable to the 2012 Additional Aircraft	  	

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








  
 



 
 LAN Airlines S.A. 
 6-1162-ILK-0451 
  
 
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 7 of Letter Agreement 6-1162-KSW-6423 entitled “Special Matters Applicable to the Incremental
Aircraft”; Article 21 of Letter Agreement 6-1162-LAJ-0895R6 entitled “Business Considerations”; Article 8 of Letter Agreement 6-1162-ILK-0381R2 entitled “Special Matters Letter Applicable to the 2011 Accelerated Aircraft”;
Article 9 of Letter Agreement 6-1162-ILK-0412 entitled “Special Matters Relating to Three Aircraft Originally Scheduled to Deliver in 2009”; Article 6 of Letter Agreement 6-1162-ILK-0450 entitled “Special Matters Letter Applicable to
the 2012 Accelerated Aircraft”; and Article 6 herein, 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. 
 The Purchase Agreement shall be deemed amended to the extent herein provided and as amended shall
continue in full force and effect. 
 Very truly yours, 
 THE BOEING COMPANY 
  

			
	By:	 	  

		 	        Kathie S. Weibel
		
	Its:	 	        Attorney-In-Fact


  

					
	P.A. No. 2126	  		  	SA-30
	Special Matters Letter Applicable to the 2012 Additional Aircraft	  	

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








  
 



 
 LAN Airlines S.A. 
 6-1162-ILK-0451 
  
 If
the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated herein, please indicate your acceptance, agreement and approval. 
 ACCEPTED AND AGREED TO this 15 day of February of 2011. 
 LAN AIRLINES S.A. 

 

			
	By:	 	  

		 	Mr. Armando Valdivieso
		
	Its:	 	
		 	  

		
		 	
		 	  


  

			
	By:	 	  

		 	Mr. Alejandro de la Fuente Goic
		
	Its:	 	Chief Financial Officer


  

					
	P.A. No. 2126	  		  	SA-30
	Special Matters Letter Applicable to the 2012 Additional Aircraft	  	

 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 
  





 
 LAN-2126-LA-1103777 
 LAN Airlines S.A. 
 Avenida Presidente Riesco 5711 

Piso 19 
 Las Condes 

Santiago, Chile 
  

			
		
	Subject:	 	Seller Purchased Equipment for 2012 Aircraft
		
	Reference:	 	a) Purchase Agreement No. 2126 (Purchase Agreement) between The Boeing Company (Boeing) and LAN Airlines S.A. (Customer) relating to Model 767-316ER,
767-3SEF,and Model 767-316F aircraft (Aircraft).
		
		 	b) Letter Agreement 2126-1, “Seller Purchased Equipment”

 This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms
used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. 
 For purposes of this Letter Agreement
“2012 Aircraft” are the 2012 Accelerated Aircraft and the 2012 Additional Aircraft. Reference b) Letter Agreement continues to apply to the SPE equipment for the 2012 Aircraft. The additional terms provided in the Letter Agreement apply
only to the Contour seats and the BE Aerospace seats. 
  

	1.	Change in seat suppliers. 


1.1 Customer has decided to change seat suppliers to Contour for business class and BE Aerospace for economy class. 

1.2 Boeing has agreed to the change in seat suppliers for the 2012 Aircraft and has agreed that the change can be offered as a Seller
Purchased Equipment program under certain conditions. 
 1.2.1 Notwithstanding the waiver language in Article 1,
paragraph 2 of Letter Agreement 2126-1, [***]. This fee covers future Contour and BE Aerospace seats with the same part numbers and installed in Aircraft with the same interior configuration as the 2012 Additional Aircraft provided Contour and BE
Aerospace are offerable seat supplier at the time the new aircraft purchase is made. 

  

					
	P.A. No. 2126	  		  	SA-30
	Seller Purchased Equipment for 2012 Aircraft	  	02/11

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








 



 
 LAN Airlines S.A. 
 LA-1103776 
  
  

	2.	Missed Seat On Dock Dates. 


2.1 If the seats miss their on-dock date and the delivery of a 2012 Aircraft is delayed for that reason, Customer is responsible for the
storage fee. 
 2.1.1 Boeing agrees to store the 2012 Aircraft on a short term basis for up to 30 days and Customer agrees to pay
Boeing’s storage fee [***]. 
 2.1.2 If the storage is likely to extend beyond 30 days the parties will mutually agree on
whether to extend the short term storage by Boeing beyond the initial 30 days or seek long term storage at a facility outside of Boeing. 
 2.1.3 Boeing agrees to waive the first fourteen days of the short term storage fee. 

2.2 In addition, Customer will pay interest to Boeing on the unpaid Aircraft Price as shown on the 2012 Aircraft delivery invoice. For
avoidance of doubt this would be the Aircraft Price as defined in paragraph 2.1.8 of AGTA-LAN minus advance payments already paid to Boeing and credit memoranda provided as part of the invoicing documents. Such interest shall accrue from and
including the date on which such 2012 Aircraft was scheduled to deliver up to but excluding the date of delivery. The rate used to calculate such interest shall be the three-month London Interbank Offered Rate (LIBOR) as set forth in the Wall Street
Journal, US edition, [***] basis points. The effective rate will be the rate in effect on the first business day of the calendar quarter in which the 2012 Aircraft was scheduled to deliver and will be reset every calendar quarter. Interest on unpaid
amounts will be calculated using a 360 day year, and compounded quarterly. 
 2.2.3 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 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
Letter 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 

  

					
	P.A. No. 2126	  		  	SA-30
	Seller Purchased Equipment for 2012 Aircraft	  	02/11

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








 



 
 LAN Airlines S.A. 
 LA-1103776 
  
 
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 7 of Letter Agreement 6-1162-KSW-6423 entitled “Special
Matters Applicable to the Incremental Aircraft”; Article 21 of Letter Agreement 6-1162-LAJ-0895R6 entitled “Business Considerations”; Article 8 of Letter Agreement 6-1162-ILK-0381R2 entitled “Special Matters Letter Applicable to
the 2011 Accelerated Aircraft”; Article 9 of Letter Agreement 6-1162-ILK-0412 entitled “Special Matters Relating to Three Aircraft Originally Scheduled to Deliver in 2009”; Article 6 of Letter Agreement 6-1162-ILK-0450 entitled
“Special Matters Letter Applicable to the 2012 Accelerated Aircraft”; Article 6 of Letter Agreement 6-1162-ILK-0451 entitled “Special Matters Applicable to the 2012 Additional Aircraft”, 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. 

The Purchase Agreement shall be deemed amended to the extent herein provided and as amended shall continue in full force and effect.


  

					
	P.A. No. 2126	  		  	SA-30
	Seller Purchased Equipment for 2012 Aircraft	  	02/11

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








 



 
 LAN Airlines S.A. 
 LA-1103776 
  
 Very
truly yours, 
 THE BOEING COMPANY 

Original signed by 
  

			
	By:	 	  

		 	Kathie S. Weibel
		
	Its:	 	Attorney-In-Fact


  

					
	P.A. No. 2126	  		  	SA-30
	Seller Purchased Equipment for 2012 Aircraft	  	02/11

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








 



 
 LAN Airlines S.A. 
 LA-1103776 
  
 If the
foregoing correctly sets forth your understanding of our agreement with respect to the matters treated herein, please indicate your acceptance, agreement and approval. 
 ACCEPTED AND AGREED TO this 15 day of February of 2011. 
 LAN AIRLINES S.A. 

Original signed by 
  

			
	By:	 	  

		 	Armando Valdivieso
		
	Its:	 	Gerente General de Pasajeros

 Original signed by 
  

			
	By:	 	  

		 	Damian Scokin
		
	Its:	 	Gerente General Negocio Internacional


  

					
	P.A. No. 2126	  		  	SA-30
	Seller Purchased Equipment for 2012 Aircraft	  	02/11

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








 Exhibit 4.2.5 

 
  
 Supplemental Agreement No. 31 (“SA-31”) 
 to

 Purchase Agreement No. 2126 
 between 
 THE BOEING COMPANY 

and 
 LAN
AIRLINES S.A. 
 Relating to Boeing Model 767-316ER, Model 767-38EF, and Model 767-316F Aircraft 

THIS SUPPLEMENTAL AGREEMENT, entered into as of the 10th day of May 2011, by and between THE BOEING COMPANY, a Delaware
corporation (hereinafter called “Boeing”), and LAN Airlines S.A., a Chilean corporation (hereinafter called “Customer”); 

W I T N E S S E T H:

 WHEREAS, the parties entered into that certain Purchase Agreement No. 2126, dated as of January 30, 1998 relating
to the purchase and sale of Boeing Model 767-316ER, Model 767-38EF, and Model 767-316F aircraft (hereinafter referred to as “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, is
hereinafter called the “Purchase Agreement;” 
 WHEREAS, Customer wishes to purchase five
(5) aircraft scheduled for delivery in [***] in the 767-316ER configuration (hereinafter referred to as “2013 Aircraft”), and incorporate such aircraft into the Purchase Agreement; 

WHEREAS, Boeing and Customer have agreed to amend the Purchase Agreement to incorporate the above changes; 

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

  

					
	P.A. 2126	  	Page 1          	  	SA-31

 BOEING PROPRIETARY

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









 Exhibit 4.2.5 

 
 1. Table of Contents, Articles, Tables, Exhibits and Supplemental
Exhibits: 
 1.1. Table of Contents. The “Table of Contents” to the Purchase Agreement is deleted in its
entirety and the new “Table of Contents”, attached hereto, is substituted in lieu thereof to reflect the changes made by this Supplemental Agreement 31 (SA-31). 

1.2. Customer is developing a new configuration with 30 Contour business class seats and 191 BE Aerospace economy class seats and
Panasonic inflight entertainment equipment (New Configuration). The configuration and pricing of SA-31 is based on Customer’s Aircraft serial number 37802, block number VS925. The parties will enter into a new supplemental
agreement to update Table 14 “Aircraft Information Table 767-316ER 2013 Aircraft 2010$” and the Exhibit A, “Aircraft Configuration” as soon as Customer has agreed on the changes representing the New Configuration. 

1.3. Table 14 “Aircraft Information Table 767-316ER 2013 Aircraft 2010$”. Table 14 provides the scheduled delivery
month, price and Advance Payments applicable to the 2013 Aircraft. 
 1.4. Exhibit A-12 “Aircraft
Configuration”. Exhibit A-l2 provides the aircraft configuration for the 2013 Aircraft for pricing purposes. 
  

	 	1.4.1.	The 2013 Aircraft will be configured to the New Configuration. 

  

	 	1.4.2.	If Customer provides Boeing with written notice by the date specified in column B of the table below for a 2013 Aircraft specified in column A of the table below, then
Customer may select a configuration of 18 Contour business class seats and 220 BE Aerospace economy class seats and Panasonic IFE (Alternate Configuration) for such applicable 2013 Aircraft as the first instance of this
configuration. Once Customer has selected the Alternate Configuration for one of the specified 2013 Aircraft, subsequent 2013 Aircraft specified in Column A may also be selected for the Alternate Configuration with written notice by the date
specified in column C of the table below for a 2013 Aircraft specified in column A of the table below. 


  

					
	P.A. 2126	  	Page 2          	  	SA-31

 BOEING PROPRIETARY

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









 Exhibit 4.2.5 

 
  

					
	 Column A
 Delivery
 Month
	  	 Column B

Due Date for Customer’s Notice
 of Alternate Configuration
 Selection for the 2013 Aircraft Specified in Column
A
(first instance)
	  	Column C
Due Date for Customer’s Notice
of
Alternate Configuration Selection for
the 2013 Aircraft Specified in
Column A (subsequent instance)
	 [***]
	  	[***]	  	[***]
	 [***]
	  	[***]	  	[***]
	 [***]
	  	[***]	  	[***]
	 [***]
	  	[***]	  	[***]

 1.5. Supplemental Exhibit BFE2, “BFE Variables”, attached hereto, provides the BFE
preliminary on-dock dates for the 2012 Aircraft and the 2013 Aircraft. 
 2. Restricted Letter Agreements. 

2.1. Letter Agreement 6-1162-ILK-0385 R2 entitled “Performance Guarantees Relating to the 2011 Accelerated Aircraft and 2012
Aircraft” provides the performance guarantees for the 2013 Aircraft. The title of the Letter Agreement is revised to “Performance Guarantees Relating to the 2011 Accelerated Aircraft, 2012 and 2013 Aircraft”. 

2.2. Letter Agreement 6-1162-ILK-451 entitled “Special Matters Letter Applicable to the 2012 Additional Aircraft” is revised to
provide the terms and conditions, including the economic considerations, applicable to each 2013 Aircraft. The revised Letter Agreement, 6-1162-ILK-451R1, is attached hereto. 
 2.3. Letter Agreement LA-11033876, “Option Aircraft”, attached hereto, is added to the Purchase Agreement. 
 3. Payment Due at Effective Date of this Supplemental Agreement. 
 To
effect the implementation of this SA-31, payments to Boeing are due by Customer. Customer has elected the [***] deferred schedule shown in Letter Agreement 6-1162-ILK-0451R1 paragraph 5.1. Therefore [***] is owed at signing of this SA-31.

 4. Confidentiality. 
 Boeing and Customer understand that the commercial and financial information contained in this Supplemental 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 

  

					
	P.A. 2126	  	Page 3          	  	SA-31

 BOEING PROPRIETARY

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









 Exhibit 4.2.5 

 
 
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 Supplemental 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
Supplemental 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 7 of Letter Agreement 6-1162-KSW-6423 entitled “Special Matters Applicable to the Incremental
Aircraft”; Article 21 of Letter Agreement 6-1162-LAJ-0895R6 entitled “Business Considerations”; Article 8 of Letter Agreement 6-1162-ILK-0381R2 entitled “Special Matters Letter Applicable to the 2011 Accelerated Aircraft and the
Substitute 767 Freighter Aircraft”; Article 9 of Letter Agreement 6-1162-ILK-0412 entitled “Special Matters Relating to Three Aircraft Originally Scheduled to Deliver in 2009”, Article 6 of Letter Agreement 6-1162-ILK-0450 entitled
“Special Matters Relating to 2012 Accelerated Aircraft”, Article 6 of Letter Agreement 6-1162-ILK-00451 entitled “Special Matters Relating to 2012 Additional Aircraft” and Article 7 of Letter Agreement 6-1162-ILK-00451R1 entitled
“Special Matters Relating to 2012 Additional Aircraft and 2013 Aircraft, Customer will not disclose this Supplemental 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. 2126	  	Page 4          	  	SA-31

 BOEING PROPRIETARY

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









 Exhibit 4.2.5 

 
 The Purchase Agreement shall be deemed amended to the extent herein provided
and as amended shall continue in full force and effect. 
 EXECUTED IN DUPLICATE as of the day and year first above written. 

 

									
	THE BOEING COMPANY	 		 	LAN AIRLINES S.A.
			
	 Original Signed by
	 		 	Original Signed by
					
	 By:
	 	  	 		 	By:	 	  
		 	Ms. Irma L. Krueger	 		 		 	Roberto Alvo
					
	 Its
	 	Attorney-In-Fact	 		 	Its:	 	Senior VP Corporate Planning & Development
				
		 		 		 	Original Signed by
					
		 		 		 	By:	 	 
		 		 		 		 	Armando Valdivieso
					
		 		 		 	Its:	 	Gerente General de Pasajeros


  

					
	P.A. 2126	  	Page 5          	  	SA-31

 BOEING PROPRIETARY

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









 PURCHASE AGREEMENT NUMBER 2126 

between 
 THE
BOEING COMPANY 
 and 
 LAN Airlines S.A. 
 Relating to Boeing Model 767-316ER, Model 767-38EF, and Model
767-316F Aircraft 

  

					
	P.A. 2126	  		  	SA-31

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








 TABLE OF CONTENTS 

 

							
	 	  	 	  	Supplemental
Agreement	 
	ARTICLES	  		  			
	1.	  	Quantity, Model and Description	  	 	24	  
	2.	  	Delivery Schedule	  	 	24	  
	3.	  	Price	  	 	24	  
	4.	  	Payment	  	 	24	  
	5.	  	Miscellaneous	  	 	24	  
	6.	  	Confidentiality	  	 	24	  
			
	 TABLE
	  	 	  	 	 
	1.	  	Aircraft Information Table 767 300ER Aircraft – 1995$	  	 	1	  
	2.	  	Aircraft Information Table 767 300F Aircraft – 1997$	  	 	1	  
	3.	  	Aircraft Information Table 767 300F Aircraft – 1998$	  	 	8	  
	4.	  	Aircraft Information Table 767 300F Aircraft – 1999$	  	 	11	  
	5.	  	Aircraft Information Table 767 300F Aircraft – 2003$	  	 	18	  
	6.	  	Aircraft Information Table 767 316ER Aircraft – 2003$	  	 	21	  
	7.	  	Aircraft Information Table 767 300F Aircraft – 2004$	  	 	24	  
	8.	  	Aircraft Information Table 767 316ER Aircraft – 2004$	  	 	22	  
	9.	  	Aircraft Information Table 767 316ER Aircraft – 2005 $	  	 	22	  
	10.	  	Aircraft Information Table 767-316ER Aircraft – 2006 $	  	 	25	  
	11.	  	Aircraft Information Table 767-316ER Aircraft – 2008 $	  	 	28	  
	12.	  	Aircraft Information Table 767-316F Aircraft – 2008 $: DELETED	  	 	29	  
	13.	  	Aircraft Information Table 767-316ER Aircraft – 2010 $	  	 	30	  
	14.	  	Aircraft Information Table 767-316ER 2013 Aircraft – 2010 $	  	 	31	  
			
	 EXHIBITS
	  	 	  	 	 
	A.	  	Aircraft Configuration	  			
	A-1	  	Aircraft Configuration	  	 	1	  
	A-2	  	Aircraft Configuration	  	 	5	  
	A-3	  	Aircraft Configuration	  	 	10	  
	A-4	  	Aircraft Configuration 767-316F Aircraft – 2003$	  	 	15	  
	A-5	  	Aircraft Configuration 767-316ER Aircraft – 2003$	  	 	17	  
	A-6	  	Aircraft Configuration 767-316ER Aircraft – 2004$	  	 	22	  
	A-7	  	Aircraft Configuration 767-316ER Aircraft – 2005$	  	 	22	  
	A-8	  	Aircraft Configuration 767-316ER Aircraft – 2006$	  	 	23	  
	A-9	  	Aircraft Configuration 767-316ER Aircraft – 2008$	  	 	24	  
	A-10	  	Aircraft Configuration 767-316F Aircraft – 2008$: DELETED	  	 	28	  
	A-11	  	Aircraft Configuration 767-316ER Aircraft – 2010$	  	 	29	  
	A-12	  	Aircraft Configuration 767-316ER Aircraft – 2010$	  	 
  
	31

(Art 1.4
	  
 ) 

	B.	  	Aircraft Delivery Requirements and Responsibilities	  	 	1	  

  

  
 “[***]” This
information is subject to confidential treatment and has been omitted and filed separately with the commission. 
 Page 1 of 1

 BOEING PROPRIETARY 









							
	 	  	 	  	Supplemental
Agreement (s)	 
	SUPPLEMENTAL EXHIBITS	  		  			
	BFE1.	  	BFE Variables	  	 	30	  
	BFE2.	  	BFE Variables for 2012 and 2013 Aircraft	  	 	31	  
	CS1.	  	Customer Support Variables	  	 	1	  
	EE1.	  	Engine Escalation/Engine Warranty and Patent Indemnity	  	 	1	  
	EE1-1.	  	Engine Escalation/Engine Warranty and Patent Indemnity	  	 	5	  
	EE1-2.	  	Engine Escalation/Engine Warranty and Patent Indemnity	  	 	13	  
	EE1-2006$	  	Engine Escalation, Engine Warranty & Patent Indemnity	  	 	26	  
	EE1-2008$	  	Engine Escalation, Engine Warranty & Patent Indemnity	  	 	26	  
	EE1-2010$	  	Engine Escalation, Engine Warranty & Patent Indemnity	  	 	29	  
	SLP1.	  	Service Life Policy Components	  			
	AE1	  	Escalation adjustment-airframe and optional features	  	 	22	  
	AE1 2008$	  	Escalation adjustment-airframe and optional features	  	 	24	  
	AE1 2010$	  	Escalation adjustment-airframe and optional features	  	 	29	  
		
	 LETTER AGREEMENTS
	  	 	 
	    2126-1	  	Seller Purchased Equipment	  			
	    2126-2R1	  	Cabin Systems Equipment	  	 	17	  
	    2126-3R4	  	Option Aircraft	  	 	13	  
		
	 RESTRICTED LETTER AGREEMENTS
	  	 	 
	6-1162-DMH-350	  	Performance Guarantees	  			
	6-1162-DMH-351	  	Promotion Support	  			
	6-1162-DMH-472	  	Performance Guarantees	  	 	1	  
	6-1162-DMH-475	  	Configuration Matters	  	 	1	  
	6-1162-DMH-1031R2	  	Special Provisions for Advance Payments	  	 	9	  
	6-1162-LAJ-311	  	Special Matters Relating to the July 2001 and September 2001 Aircraft	  	 	11	  
	6-1162-LAJ-956	  	Special Matters Relating to four 2006 Delivery Aircraft (February 4, 2005)	  			
	6-1162-LAJ-0895R6	  	Business Considerations	  	 	23	  
	6-1162-ILK-0002R4	  	Special Matters Relating to Advance Payments Requirements	  	 	21	  
	6-1162-ILK-0381 R2	  	Special Matters Letter Applicable to the 2011 Accelerated Aircraft and the Substitute 767 Freighter Aircraft	  	 
  
	29
 DELETED
	  
   

	6-1162-ILK-0382	  	No longer applicable	  	 	26	  
	6-1162-ILK-0383 R1	  	Aircraft Model Substitution Relating to the 2011 Accelerated Aircraft and the Substitute 767 Freighter Aircraft	  	 	26	  


  

					
	P.A. 2126	  		  	SA-31

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









							
	 	  	Supplemental
Agreement (s)	 
	RESTRICTED LETTER AGREEMENTS, continued	  			
	6-1162-ILK-0384 R2	  	16G Seats	  	 	27	  
	6-1162-ILK-0385 R2	  	Performance Guarantees Relating to the 2011, Accelerated Aircraft, 2012 and 2013 Aircraft	  	 	31(Art 2.1)	  
	6-1162-ILK-0388	  	Option Aircraft – DELETED	  	 
  
	28
 (Art 6.2
	  
 ) 

	6-1162-ILK-0412	  	Special Matters Relating to Three Aircraft Originally Scheduled to Deliver in 2009	  	 	25	  
	6-1162-ILK-0413	  	[***]	  	 	25	  
	6-1162-KSW-6423	  	Special Matters Letter Applicable to the Incremental Aircraft	  	 	27	  
	6-1162-KSW-6424	  	Aircraft Model Substitution Relating to the Incremental Aircraft	  	 	27	  
	6-1162-KSW-6456	  	Performance Guarantees for Substitute 767 Freighter Aircraft: DELETED	  	 	29	  
	6-1162-ILK-0450	  	Special Matters Letter Applicable to the 2012 Accelerated Aircraft	  	 	29	  
	6-1162-ILK-0451	  	Special Matters Letter Applicable to the 2012 Additional Aircraft	  	 	30	  
	6-1162-ILK-0451R1	  	Special Matters Letter Applicable to the 2012 Additional Aircraft and 2013 Aircraft	  	 	31	  
	LA-1103777	  	Seller Purchased Equipment for 2012 Aircraft	  	 	30	  
	LA-11033876	  	Option Aircraft	  	 	31	  


  

					
	P.A. 2126	  		  	SA-31

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








 Aircraft Information Table No. 14 for 2013 Aircraft 

Aircraft Delivery, Description, Price and Advance Payments 

 

													
	 Airframe Model/MTOW:     767-300ER
	  	 	412000 pounds	  	  	Detail Specification:	  	 
 	D019T001-L
(2/10/2010)	  
* 	 	
	 Engine Model/Thrust: CF6-80C2B6F
	  	 	60200 pounds	  	  	Airframe Price Base Year/Escalation Formula:	  	 	Jul-10	  	 	ECI-MFG/CPI
	 Airframe Price:
	  	$	125,875,000	  	  	Engine Price Base Year/Escalation Formula:	  	 	Jul-10	  	 	GE CF6-80 & GE90 (99 rev.)
	 Optional Features:
	  	$	7,426,400	  	  		  				 	
		  	  
	  
	 	  		  				 	
	 Sub-Total of Airframe and Features:
	  	$	133,301,400	  	  	Airframe Escalation Data:	  				 	
		  				  	 	  				 	
	 Engine Price (Per Aircraft):
	  	$	23,557,799	  	  	Base Year Index (ECI):	  	 	106.8	  	 	
	 Aircraft Basic Price (Excluding BFE/SPE):
	  	$	156,859,199	  	  	Base Year Index (CPI):	  	 	215.6	  	 	
		  	  
	  
	 	  		  				 	
	 Buyer Furnished Equipment (BFE) Estimate:
	  	$	0	  	  	Engine Escalation Data:	  				 	
		  				  	 	  				 	
	 Seller Purchased Equipment (SPE) Estimate:
	  	$	6,400,000	  	  	Base Year Index (CPI):	  	 	133.190	  	 	
	 Refundable Deposit/Aircraft at Proposal Accept:
	  	$	0	  	  		  				 	

  

																			
	 	  	 	  	 	  	 	  	 	  	 	  	Advance Payment Per Aircraft
(Amts.
Due/Mos. Prior to Delivery):
	 Delivery Date
	  	Number
of
Aircraft	  	Escalation
Factor
(Airframe)	  	Escalation
Factor
(Engine)	  	Manufacturer
Serial Number	  	Escalation
Estimate Adv
Payment Base
Price Per A/P	  	At Signing
1%	  	24 Mos.
4%	  	21/18/12/9/6 Mos.
5%	  	Total
30%
	     [***]
	  	1	  	1.0499	  	1.098	  	41993	  	$172,539,000	  	$1,725,390	  	$6,901,560	  	$8,626,950	  	$51,761,700
	     [***]
	  	1	  	1.0555	  	1.106	  	41994	  	$173,510,000	  	$1,735,100	  	$6,940,400	  	$8,675,500	  	$52,053,000
	     [***]
	  	1	  	1.0619	  	1.115	  	41995	  	$174,616,000	  	$1,746,160	  	$6,984,640	  	$8,730,800	  	$52,384,800
	     [***]
	  	1	  	1.0638	  	1.118	  	41996	  	$174,952,000	  	$1,749,520	  	$6,998,080	  	$8,747,600	  	$52,485,600
	     [***]
	  	1	  	1.068	  	1.124	  	41997	  	$175,680,000	  	$1,756,800	  	$7,027,200	  	$8,784,000	  	$52,704,000
	Total:	  	5	  	 	  	 	  	 	  	 	  	 	  	 	  	 	  	 

  

	*	This pricing is based on Customer's Aircraft with serial number 37802, block number VS925. This will be revised to reflect Customer's New Configuration.



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








 BUYER FURNISHED EQUIPMENT VARIABLES 

between 
 THE
BOEING COMPANY 
 and 
 LAN Airlines S.A. 
 Supplemental Exhibit BFE2 

to Purchase Agreement Number PA-2126 

  

					
	LAN-PA-2126	  		  	SA-31
		  	BOEING PROPRIETARY	  	Supp. Exh. BFE2, Page 1

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








 BUYER FURNISHED EQUIPMENT VARIABLES 

relating to 

BOEING MODEL 767-316ER AIRCRAFT 
 This Supplemental Exhibit BFE2 contains supplier selection dates, on-dock dates and other requirements applicable to the Aircraft. 

 

	1.	Supplier Selection. 

 Customer will:

 Select and notify Boeing of the suppliers and part numbers of the following BFE items by the following dates: 

 

			
		
	 Galley System
	  	 Complete

		
	 Galley Inserts
	  	 Complete

		
	 Seats (Suites)
	  	 Complete

		
	 Seats (F/C, B/C, Premium E/C)
	  	 Complete

		
	 Seats (Economy class)
	  	 Complete

		
	 Overhead & Audio System
	  	 Complete

		
	 In-Seat Video System
	  	 Complete

		
	 Miscellaneous Emergency Equipment
	  	 Complete



  

					
	LAN-PA-2126	  		  	SA-31
		  	BOEING PROPRIETARY	  	Supp. Exh. BFE2, Page 2

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









	2.	On-dock Dates and Other Information. 

 Boeing will provide to Customer the BFE Requirements electronically in My Boeing Fleet (MBF), through My Boeing Configuration (MBC). These requirements may be periodically revised, setting
forth the items, quantities, on-dock dates and shipping instructions and other requirements relating to the in-sequence installation of BFE. For planning purposes, preliminary BFE on-dock dates are set forth below: 

 

											
	 Item
	  	 Preliminary On-Dock Dates

[Month of Delivery]

		  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 Seats
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 Galleys Furnishings
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 Electronics
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 Cabin Systems Equipment
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 Miscellaneous/Emergency Equipment
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 Textiles/Raw Materials
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]

  

											
	 Item
	  	 Preliminary On-Dock Dates

[Month of Delivery]

		  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 Seats
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 Galleys Furnishings
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 Electronics
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 Cabin Systems Equipment
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 Miscellaneous/Emergency Equipment
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 Textiles/Raw Materials
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]


  

					
	LAN-PA-2126	  		  	SA-31
		  	BOEING PROPRIETARY	  	Supp. Exh. BFE2, Page 3

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









	3.	Additional Delivery Requirements—Import. 

 Customer will be the “importer of record” (as defined by the U.S. Customs and Border Protection) for all BFE imported into the United States, and as such, it has the responsibility
to ensure all of Customer’s BFE shipments comply with U.S. Customs Service regulations. In the event Customer requests Boeing, in writing, to act as importer of record for Customer’s BFE, and Boeing agrees to such request, Customer is
responsible for ensuring Boeing can comply with all U.S. Customs Import Regulations by making certain that, at the time of shipment, all BFE shipments comply with the requirements in the “International Shipment Routing Instructions”,
including the Customs Trade Partnership Against Terrorism (C-TPAT), as set out on the Boeing website referenced below. Customer agrees to include the International Shipment Routing Instructions, including C-TPAT requirements, in each contract
between Customer and BFE supplier. 
 http://www.boeing.com/companyoffices/doingbiz/supplier_portal/index_general.html 

  

					
	LAN-PA-2126	  		  	SA-31
		  	BOEING PROPRIETARY	  	Supp. Exh. BFE2, Page 2

 “[***]” 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



 
 6-1162-ILK-0451R1 
 LAN Airlines S.A. 
 Avenida Presidente Riesco 5711 

Piso 19 
 Las Condes 

Santiago, Chile 
  

			
	Subject:	  	Special Matters Letter Applicable to the 2012 Additional Aircraft and 2013 Aircraft
		
	Reference:	  	Purchase Agreement No. 2126 (the Purchase Agreement) between The Boeing Company (Boeing) and LAN Airlines S.A.
(Customer) relating to Model 767-316F, Model 767-38EF and Model 767-316ER aircraft (hereinafter referred to as “Aircraft”)

 This letter agreement (Letter Agreement) 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
Airframe Price in accordance with the escalation formula reflected in Supplemental Exhibit AE1 2010$ to the Purchase Agreement entitled “Escalation adjustment - airframe and optional features”. 

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 “2012 Additional
Aircraft” shall mean each or all three, as the case may be, of the three 767-316ER Aircraft (as previously defined in Supplemental Agreement No. 30 to the Purchase Agreement) scheduled for delivery in [***]. 

1.4 ““2013 Aircraft” shall mean each or all five, as the case may be, of the five 767-316ER Aircraft
(as previously defined in [***], respectively. 

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








 



 
 LAN Airlines S.A. 
 6-1162-ILK-0451R1 
  
 1.5 Table 13 shall mean the table entitled “Aircraft Information Table 767-316ER Aircraft – 2010 $”as revised. 

1.6 Table 14 shall mean the table entitled “Aircraft Information Table 767-316ER 2013 Aircraft – 2010
$”as revised 
  

	2.	Export License. 

 Customer
understands and confirms that it is Customer’s responsibility to obtain any required Export License from the relevant U.S. authority. Without accepting any liability for any failure to do so, Boeing will use reasonable endeavors to alert
Customer to any regulatory changes of which Boeing becomes aware and which require Customer to obtain such Export License. 
  

	3.	Warranty Modification. 


Notwithstanding paragraph 3.2 of Part 2 of Exhibit C to the AGTA, Boeing agrees that the warranty period for a Corrected Boeing Product
resulting from a defect in material or workmanship is 6 months or the remainder of the initial warranty period, whichever is longer. 
  

	4.	Credit Memoranda for the 2012 Additional Aircraft and 2013 Aircraft. 

 4.1 Subject to Customer’s adherence to the Limitations on Use, Boeing will provide the Customer with a credit memorandum concurrently with the delivery of each 2012 Additional Aircraft and 2013
Aircraft, in description and amount which is identified in the credit memoranda table below. 
  

			
	 Credit Memoranda Exclusive to the 2012 Additional

Aircraft and the 2013 Aircraft
	  	Concession Stated as
a Percentage of
Airframe Price
	 Incentive Basic Credit Memorandum, STE
	  	[***]
	 Incremental Aircraft Credit Memorandum, STE
	  	[***]
	 Total Table 4.1 Credit Memoranda Exclusive to the
2012
 Additional Aircraft and 2013 Aircraft
	  	[***]


  

					
	P.A. No. 2126	  		  	SA-31
	Special Matters Letter: 2012 Additional Aircraft & 2013 Aircraft	  	

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








  
 



 
 LAN Airlines S.A. 
 6-1162-ILK-0451R1 
  
 4.2 Subject to Customer’s adherence to the Limitations on Use, Boeing will provide Customer with a goods and services credit memorandum at the time of definitive agreement signing of SA-30 in the
total amount of [***]. 
 4.3 Subject to Customer’s adherence to the Limitations on Use, Boeing will provide Customer with
a goods and services credit memorandum [***]. 
  

	5.	Deferred Advance Payments for 2012 Additional Aircraft and 2013 Aircraft. 

 5.1 The parties agree that, in respect of each 2012 Additional Aircraft and 2013 Aircraft, Customer may elect a [***] deferred advance payment schedule as shown below (the Deferred Advance Payment
Schedule Applicable for the 2012 Additional Aircraft and 2013 Aircraft) in lieu of the standard advance payment schedule set forth in Article 4.2 of the Purchase Agreement and in Table 13 and Table 14, as applicable, (the Standard Advance Payment
Schedule). Customer has elected the [***] schedule for its 2012 Additional Aircraft and 2013 Aircraft. 
  

			
	 Due Date of Payment*
	  	 Amount Due per Aircraft (percentage of

Aircraft’s Advance Payment Base Price)

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



	*	- unless otherwise indicated, refers to the number of months prior to the first day of the scheduled delivery month of the Aircraft. 


5.2 The parties agree that Customer will pay interest to Boeing on the difference between the payments made pursuant to the Article 5.1
Deferred Advance Payment Schedule Applicable to the 2012 Additional Aircraft and 2013 Aircraft and the amount which would otherwise have been payable to Boeing under the Standard Advance Payment Schedule. Such interest shall accrue from and
including the date on which such payments would have been due if there were no deferral up to the but excluding the date on which such amounts are paid in full. The rate used to calculate such interest shall be


  

					
	P.A. No. 2126	  		  	SA-31
	Special Matters Letter: 2012 Additional Aircraft & 2013 Aircraft	  	

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








 



 
 LAN Airlines S.A. 
 6-1162-ILK-0451R1 
  


the three-month London Interbank Offered Rate (LIBOR) as set forth in The Wall Street Journal, US edition, [***]. The effective rate will be the rate in effect on the first business day of
the calendar quarter in which the advance payment was initially deferred, and will be reset every calendar quarter. Interest on unpaid amounts will be calculated using a 360 day year, and compounded quarterly.  

 

	6.	Delivery Flexibility for 2013 Aircraft. 

 Boeing reserves the right to accelerate or delay the delivery months by up to [***]. Boeing must exercise the right by providing written notice to Customer on or before eighteen (18) months prior to
the delivery month. 
  

	7.	16G Compliant Seats for the 2013 Aircraft. 

 The parties agree that both the New Configuration and the Alternate Configuration (if selected by the Customer for any of the specified 2013 Aircraft) comply with enacted RIN 2120-AC84, Improved Seats in
Air Carrier Transport Category Airplanes. Accordingly, Letter Agreement 6-1162-ILK-0384R2 does not apply to any of the 2013 Aircraft. 
  

	8.	SPE Fee Clarification. 


The fee charged in Article 1.2.1 of Letter Agreement 1103776 entitled Seller Purchased Equipment (SPE) for 2012 Aircraft shall not apply
to the 2013 Aircraft. For the avoidance of doubt, Boeing will [***]. Customer requested changes to the SPE after execution of this Letter Agreement shall be made by Customer in writing directly to Boeing for approval and for coordination by Boeing
with the SPE supplier. Any Customer initiated change to the configuration of the Aircraft shall be subject to price and offerability through Boeing's master change or other process for amendment of the Purchase Agreement including an SPE charge
equal to [***] of the SPE cost. Notwithstanding any of the preceding, the parties agree that the aggregate amount for the SPE fee shall not exceed [***] without written mutual agreement. 

 

	9.	Assignment. 

 Any
assignment by Customer of any benefits, entitlements, or services described in this Letter Agreement requires Boeing's prior written consent. Further, Customer will not reveal to any third party the amount of the credit memoranda provided to
Customer by Boeing without Boeing’s prior written consent and subject to such circumstances as Boeing may reasonably require. 

  

					
	P.A. No. 2126	  		  	SA-31
	Special Matters Letter: 2012 Additional Aircraft & 2013 Aircraft	  	

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








 



 
 LAN Airlines S.A. 
 6-1162-ILK-0451R1 
  
 Boeing will not unreasonably withhold consent to Customer’s request to assign, as security, rights in the Purchase Agreement if done for purposes of obtaining financing or for such other purpose
consistent with fulfilling its obligations under the Purchase Agreement. Boeing’s consent will be conditioned on all parties accepting Boeing’s customary conditions for consenting to an assignment, including, but not limited to, the
following: assignor and assignee indemnification of Boeing for any actions taken by an assignee under any assignment agreement; Boeing’s right to exercise the manufacturer’s option to assume Customer’s rights under the Purchase
Agreement in the event of a default under an assignment agreement; and confidentiality. A Party that is 
  

	 	i.	bound by a customary confidentiality agreement; 

  

	 	ii.	neither an airplane manufacturer nor an airline; and 

  

	 	iii.	responding to a Customer request for proposals to provide financing of Aircraft pursuant to the Purchase Agreement, including pre-delivery payment financing


 shall be deemed a “Financing Party”. 

Without Boeing’s consent, Customer may represent to any Financing Party that Boeing will provide to that Financing Party,
concurrently with the delivery of each of the Aircraft to that Financing Party, a financier credit memorandum equal to 
  

	 	(a)	Concession ceiling for the passenger aircraft: [***] 

  

	 	(b)	Concession ceiling for the freighter aircraft: [***] 

 escalated to the month of delivery in the same manner as the Airframe Price as described in Supplemental Exhibit AE1 2010$ and in conformance with terms and conditions of this Letter Agreement. Insofar as
such Financing Party is concerned, this Financier Credit Memorandum shall be in lieu of any other provision in the Letter Agreement. When the Customer identifies a Financing Party and the preliminary terms of an assignment under which pre-delivery
payment financing or aircraft purchase financing could be provided, at Customer’s request, Boeing agrees to enter into discussions with the Customer to consider whether an additional credit memorandum can be assigned, with the goal of helping
Customer obtain third-party financing. 

  

					
	P.A. No. 2126	  		  	SA-31
	Special Matters Letter: 2012 Additional Aircraft & 2013 Aircraft	  	

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








 



 
 LAN Airlines S.A. 
 6-1162-ILK-0451R1 
  
 Boeing will consent to any reasonable request by Customer to assign the Purchase Agreement to an affiliate provided that Boeing is provided with an adequate guarantee of performance of all obligations
under this Purchase Agreement and in a form reasonably satisfactory to Boeing. 
 Customer understands that Boeing is not
required under any circumstances to consent to an assignment that would constitute a novation. 
 The foregoing provisions are
intended to supplement, and not to supersede, the assignment provisions of the AGTA, which address delivery date and post-delivery assignments, merger-type assignments, and other matters. 

 

	10.	Confidentiality. 

 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 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 Letter 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 7 of Letter Agreement 6-1162-KSW-6423 entitled “Special Matters Applicable
to the Incremental Aircraft”; Article 21 of Letter Agreement 6-1162-LAJ-0895R6 entitled “Business Considerations”; Article 8 of Letter Agreement 6-1162-ILK-0381R2 entitled “Special Matters Letter Applicable to the 2011
Accelerated Aircraft”; Article 9 of Letter Agreement 6-1162-ILK-0412 entitled “Special Matters Relating to Three Aircraft Originally 

  

					
	P.A. No. 2126	  		  	SA-31
	Special Matters Letter: 2012 Additional Aircraft & 2013 Aircraft	  	

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








 



 
 LAN Airlines S.A. 
 6-1162-ILK-0451R1 
  
 
Scheduled to Deliver in 2009”; Article 6 of Letter Agreement 6-1162-ILK-0450 entitled “Special Matters Letter Applicable to the 2012 Accelerated Aircraft”; Article 6 of Letter
Agreement 6-1162-ILK-0451 entitled Special Matters Applicable to the 2012 Additional Aircraft and Article 7 herein, 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. 
 The Purchase Agreement shall be deemed
amended to the extent herein provided and as amended shall continue in full force and effect. 
 Very truly yours, 

THE BOEING COMPANY 
 Original signed by

 By:
                                        
                   

                    Ms. Irma L. Krueger

 Its:
                Attorney-In-Fact                 

 

  

					
	P.A. No. 2126	  		  	SA-31
	Special Matters Letter: 2012 Additional Aircraft & 2013 Aircraft	  	

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








 



 
 LAN Airlines S.A. 
 6-1162-ILK-0451R1 
  

If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated herein, please indicate your acceptance,
agreement and approval. 
 ACCEPTED AND AGREED TO this 10th day of May of 2011. 
 LAN AIRLINES S.A. 
 Original signed by 

By:
                                         
                                    

                        Roberto
Alvo 
 Its: Senior VP Corporate Planning & Development
 Original signed by 
 By:
                                        
                                     

                        Armando
Valvieso 
 Its:                 Gerente General de
Pasajeros               

  

					
	P.A. No. 2126	  		  	SA-31
	Special Matters Letter: 2012 Additional Aircraft & 2013 Aircraft	  	

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








 LAN-2126-LA-1103876 
 LAN Airlines S.A. 
 Avenida Presidente Riesco 5711 

Piso 19 
 Las Condes 

Santiago, Chile 
  

			
		
	Subject:	 	Option Aircraft
		
	Reference:	 	Purchase Agreement No. 2126 (Purchase Agreement) between The Boeing Company (Boeing) and LAN  Airlines S.A. (Customer) relating to
Model 767-316F, Model 767-38EF and Model 767-316ER aircraft (Aircraft)

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

	4.	Right to Purchase Option Aircraft. 

 Subject to the terms and conditions contained in this Letter Agreement, in addition to the 2013 Aircraft, Customer will have the option to purchase additional Model 767-316ER aircraft as option
aircraft (Option Aircraft). 
  

	5.	Delivery. 

 The number of
aircraft and delivery quarters are listed in Attachment 1 to this Letter Agreement. The delivery month within the quarter will be identified at option exercise. Boeing will provide Customer with delivery month information for each aircraft in
Attachment 1 to this Letter Agreement [***]. 
  

	6.	Configuration. 

 6.1
Subject to the provisions of Article 3.2, below, the configuration for the Option Aircraft will be the Detail Specification for model 767-316ER aircraft at the revision level in effect at the time of Definitive Agreement. Such Detail
Specification will be revised to include (i) changes applicable to the basic Model 767-300ER which are developed by Boeing between the date of the Detail Specification and the signing of the definitive agreement to purchase the Option Aircraft,
(ii) changes required to obtain required regulatory certificates, and (iii) other changes as mutually agreed. 
 6.2
Boeing reserves the right to configure the Option Aircraft starting from a different configuration specification, provided that it can achieve the same configuration which would result pursuant to the provisions of Article 3.1 provided,
however, that there is no adverse economic impact for the Customer. 
  

	7.	Price. 

 7.1 The Airframe
Price, Engine Price, Optional Features Prices, and Aircraft Basic Price for each of the Option Aircraft shall be determined in accordance with the 

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








 



 
 LAN Airlines S.A. 
 6-1162-ILK-0451R1 
  
 
provisions of the Purchase Agreement using Boeing’s then current prices as of the date of execution of the Definitive Agreement. Since the Option Exercise Date for all Option Aircraft is
July 1, 2010, all the Option Aircraft will be priced in 2010 dollars. 
 7.2 The Airframe Price, Engine Price, Optional
Features Prices, and Aircraft Basic Price for each of the Option Aircraft shall be adjusted in accordance with the terms set forth in Article 2.1.5 (Escalation Adjustment) of the AGTA. 

7.3 The Advance Payment Base Price shall be developed in accordance with the terms of the Purchase Agreement and determined at the time
of Definitive Agreement. 
  

	8.	Business Considerations for Option Aircraft. 

 The Option Aircraft will receive the same business considerations as the 2013 Aircraft which are from Letter Agreement 6-1162-ILK-0451R1 paragraph 4.1 the [***] Table 4.1 Credit Memoranda and from
paragraph 4.3 the [***] per Option Aircraft goods and services credit memorandum. 
  

	9.	Payment. 

 9.1 Customer
will pay a non-refundable option deposit to Boeing [***] per Option Aircraft (Option Deposit) on the date of execution of this Letter Agreement. This Option Deposit has been reduced from [***] standard option deposit because Customer has
accepted the Boeing Call Rights discussed in paragraph 8 below and the Delivery Flexibility for 2013 Aircraft in paragraph 6 of Letter Agreement 6-1162-ILK-0451R1. The Option Deposit will be credited against the first advance payment due. If
Customer does not exercise an option, Boeing will retain the Option Deposit for that Option Aircraft. 
 9.2 At Definitive
Agreement for the Option Aircraft, advance payments will be payable as specified in the Purchase Agreement. The remainder of the Aircraft Price for the Option Aircraft will be paid at the time of delivery. 

9.3 For the avoidance of doubt, if Customer exercises its rights in an Option Aircraft, then Customer may elect a [***] deferred advance
payment schedule specified in Article 5.2 of Letter Agreement 6-1162-ILK-0451R1 entitled “Special Matters Letter Applicable to the 2012 Additional Aircraft and 2013 Aircraft” for each such Option Aircraft. 

 

  

					
	P.A. No. 2126	  		  	SA-31
	Special Matters Letter: 2012 Additional Aircraft & 2013 Aircraft	  	

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








 



 
 LAN Airlines S.A. 
 6-1162-ILK-0451R1 
  
  

	10.	Option Exercise. 

 10.1
Customer may exercise an option by giving written notice to Boeing on or before the [***]. (Option Exercise Date). 

10.2 If Boeing must make production decisions which are dependent on Customer's exercising an option earlier than the Option Exercise
Date, Boeing may accelerate the Option Exercise Date and/or the delivery date for the Option Aircraft subject to Customer's agreement. If Boeing and Customer fail to agree to a revised Option Exercise Date and/or delivery date, either party may
terminate the option and Boeing will refund to Customer, without interest, any Option Deposit and advance payments, if any, received by Boeing with respect to the terminated Option Aircraft. 

 

	11.	Boeing Call Rights. 

 11.1
The Option Aircraft delivery dates identified in the Attachment are subject to a call notice by Boeing (Call Options). At any time prior to the Option Exercise Date for such Call Options, Boeing may provide to Customer written notice that
such Call Option(s) must be exercised by Customer within thirty (30) days of Boeing’s written notice. Should Customer not exercise its option within such thirty (30) days of Boeing’s written notice, Boeing may terminate the
option and refund to Customer, without interest, any deposit and advance payments, if any, received by Boeing with respect to the terminated Option Aircraft. 
 11.2 Boeing shall only have the right to issue a call notice for the Call Options when it has reason to believe that such delivery positions for such Call Options will be purchased by another customer as
a firm sale. In consideration for this call right, the Option Deposit for such Call Options is reduced as reflected in the Attachment. 
  

	12.	Definitive Agreement. 


Following Customer’s exercise of an option and Boeing’s confirmation of delivery positions Boeing and Customer will use their
best efforts to reach a definitive agreement for the purchase of an Option Aircraft (Definitive Agreement) within sixty (60) calendar days of such exercise. The Definitive Agreement will include the provisions of the


  

					
	P.A. No. 2126	  		  	SA-31
	Special Matters Letter: 2012 Additional Aircraft & 2013 Aircraft	  	

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








 



 
 LAN Airlines S.A. 
 6-1162-ILK-0451R1 
  
 
Purchase Agreement as modified to reflect the provisions of this Letter Agreement. In the event the parties have not entered into a Definitive Agreement within sixty (60) days following
option exercise, either party may terminate the option to purchase such Option Aircraft by giving written notice to the other within five (5) days. If Customer and Boeing fail to enter into the Definitive Agreement, Boeing will retain the
Option Deposit for that Option Aircraft and shall have no further obligation with respect to that Option Aircraft. 
  

	13.	Assignment. 


Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided
to Customer in consideration of Customer’s becoming the operator of the 2013 Aircraft and cannot be assigned in whole or, in part. 
  

	14.	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 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 Letter 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 7 of Letter Agreement 6-1162-KSW-6423 entitled “Special Matters Applicable to the Incremental Aircraft”; Article 21 of Letter Agreement 6-1162-LAJ-0895R6 entitled “Business Considerations”;
Article 8 of Letter Agreement 6-1162-ILK-0381R2 entitled “Special Matters Letter Applicable to the 2011 Accelerated Aircraft”; Article 9 of Letter Agreement 6-1162-ILK-0412 entitled “Special Matters Relating to


  

					
	P.A. No. 2126	  		  	SA-31
	Special Matters Letter: 2012 Additional Aircraft & 2013 Aircraft	  	

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








 



 
 LAN Airlines S.A. 
 6-1162-ILK-0451R1 
  
 
Three Aircraft Originally Scheduled to Deliver in 2009”; Article 6 of Letter Agreement 6-1162-ILK-0450 entitled “Special Matters Letter Applicable to the 2012 Accelerated
Aircraft”; Article 6 of Letter Agreement 6-1162-ILK-0451 entitled Special Matters Applicable to the 2012 Additional Aircraft and Article 7 of Letter Agreement 6-1162-ILK-0451R1 entitled “Special Matters Applicable to the 2012 Additional
Aircraft and 2013 Aircraft”, 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. 
 Very truly yours, 
 THE
BOEING COMPANY 
 Original signed by 

By:
                                        
         

                Ms. Irma L. Krueger 

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, agreement and approval. 

ACCEPTED AND AGREED TO this 10th day of May of 2011. 
 LAN AIRLINES S.A. 
  

  

					
	P.A. No. 2126	  		  	SA-31
	Special Matters Letter: 2012 Additional Aircraft & 2013 Aircraft	  	

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








 



 
 LAN Airlines S.A. 
 6-1162-ILK-0451R1 
  

Original signed by 
 By:
                                        
                                 

                        Roberto
Alvo 
 Its: Senior VP Corporate Planning & Development 
 Original signed by 
 By:
                                        
                                 

                        Armadno
Valdivieso 
 Its: Gerente General de Pasajeros 

  

					
	P.A. No. 2126	  		  	SA-31
	Special Matters Letter: 2012 Additional Aircraft & 2013 Aircraft	  	

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








 Attachment 1 to Letter Agreement 1103876 

767-316ER Option Aircraft Delivery, Description, Price and Advance Payments 

 

											
	Airframe Model/MTOW:       767-300ER	 	412000 pounds	 	 	Detail Specification:	 	 D019T001-L
 (2/10/2010)*
	 	 
	 Engine Model/Thrust:             CF6-80C2B6F
	 	 	60200 pounds	  	 	Airframe Price Base
Year/Escalation Formula:	 	Jul-10	 	ECI-MFG/CPI
	 Airframe Price:
	 	$	125,875,000	  	 	Engine Price Base
Year/Escalation Formula:	 	Jul-10	 	GE CF6-80 &
GE90 (99 rev.)
	 Optional Features:
	 	$	7,426,400	  	 		 		 	
		 	  
	  
	 	 		 		 	
	 Sub-Total of Airframe and Features:
	 	$	133,301,400	  	 	Airframe Escalation Data:	 		 	
		 				 	  
	 		 	
	 Engine Price (Per Aircraft):
	 	$	23,557,799	  	 	Base Year Index (ECI):	 	106.8	 	
	 Aircraft Basic Price (Excluding BFE/SPE):
	 	$	156,859,199	  	 	Base Year Index (CPI):	 	215.6	 	
		 	  
	  
	 	 		 		 	
	 Buyer Furnished Equipment (BFE) Estimate:
	 	$	0	  	 	Engine Escalation Data:	 		 	
	 Seller Purchased Equipment (SPE) Estimate:
	 	$	6,400,000	  	 	Base Year Index (CPI):	 	133.190	 	
	 Nonrefundable Option Deposit:
	 	$	790,000	  	 		 		 	

  

																																			
	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	  	Advance Payment Per Aircraft
(Amts. Due/Mos. Prior to Delivery):	 
	 Delivery Date
	  	Number
of
Aircraft	 	  	Escalation
Factor
(Airframe)	 	  	Escalation
Factor
(Engine)	 	  	Escalation
Estimate Adv
Payment Base
Price Per A/P	 	  	  
	  	At Signing
1%	 	  	24 Mos.
4%	 	  	21/18/12/9/6
Mos. 5%	 	  	Total
30%	 
	 [***]
	  	 	1	  	  	 	1.0555	  	  	 	1.106	  	  	$	173,510,000	  	  		  	$	945,100	  	  	$	6,940,400	  	  	$	8,675,500	  	  	$	52,053,000	  
	 [***]
	  	 	1	  	  	 	1.068	  	  	 	1.124	  	  	$	175,680,000	  	  		  	$	966,800	  	  	$	7,027,200	  	  	$	8,784,000	  	  	$	52,704,000	  
	 [***]
	  	 	1	  	  	 	1.068	  	  	 	1.124	  	  	$	175,680,000	  	  		  	$	966,800	  	  	$	7,027,200	  	  	$	8,784,000	  	  	$	52,704,000	  
	 [***]
	  	 	1	  	  	 	1.0731	  	  	 	1.132	  	  	$	176,581,000	  	  		  	$	975,810	  	  	$	7,063,240	  	  	$	8,829,050	  	  	$	52,974,300	  
	 Total:
	  	 	4	  	  				  				  				  		  				  				  				  			

  

	Notes:	The midmonth of each quarter was used for pricing purposes. When an Option is exercised, the delivery month within the quarter will be assigned.



	*	[***]. 


	*	Pricing has been based on Customer's Aircraft serial number 37802, block number VS925. This will be revised to reflect Customer's New Configuration.



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








 Exhibit 4.2.5 

 
 Supplemental Agreement No. 32
(“SA-32”) 
 to 
 Purchase Agreement No. 2126 
 between 

THE BOEING COMPANY 
 and 
 LAN AIRLINES S.A. 

Relating to Boeing Model 767-316ER, Model 767-38EF and Model 767-316F Aircraft 

THIS SUPPLEMENTAL AGREEMENT, entered into as of the_22nd day of December 2011, by and between THE BOEING COMPANY, a Delaware
corporation (hereinafter called “Boeing”), and LAN Airlines S.A., a Chilean corporation (hereinafter called “Customer”); 
 W I T N E S S E T H: 

WHEREAS, the parties entered into that certain Purchase Agreement No. 2126, dated as of January 30, 1998 relating to the
purchase and sale of Boeing Model 767-316ER, Model 767-38EF, and Model 767-316F aircraft (hereinafter referred to as “Aircraft”) which agreement, as amended and supplemented, together with all tables, exhibits, supplemental
exhibits and specifications and letter agreements related or attached thereto by Supplemental Agreements No. 1 through No. 31, is hereinafter called the “Purchase Agreement;” 

WHEREAS, Customer and Boeing desire to amend the Purchase Agreement to exercise two (2) 767-316ER Option Aircraft to two
(2) firm 767-316ER Aircraft with scheduled delivery months of [***] (hereinafter referred to as “2013 Additional Aircraft”); 
 WHEREAS, Customer and Boeing desire to amend the Purchase Agreement to terminate the two (2) remaining 767-316ER Option Aircraft and transfer the Option Deposits for the total four (4) 767-316ER
Option Aircraft to the Advance Payments due for the 2013 Additional Aircraft, described above; 
 WHEREAS, Customer and Boeing
desire to amend the Purchase Agreement to reflect the updated configuration for thirteen (13) firm Aircraft; 

  

					
	P.A. 2126	  	1          	  	SA-32

 BOEING PROPRIETARY

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









 Exhibit 4.2.5 

 
 WHEREAS, Customer and Boeing have agreed to replace Table 2
787-8 aircraft with Table 6 787-8 aircraft in Supplemental Agreement No. 3 to the Purchase Agreement 3256; and 
 WHEREAS,
Customer and Boeing have agreed to amend the Purchase Agreement to incorporate the above changes; 
 NOW THEREFORE, in
consideration of the mutual covenants herein contained, the parties hereto agree to amend the Purchase Agreement as follows: 
 1. Table of
Contents, Articles, Tables, Exhibits and Supplemental Exhibits: 
 1.1. Table of Contents. The “Table of
Contents” to the Purchase Agreement is deleted in its entirety and a new “Table of Contents”, is attached hereto to reflect the changes made by this Supplemental Agreement 32. 

1.2. Revision of Table 13. “Aircraft Information Table 13 for 2012 Aircraft” is deleted in its entirety and replaced
with a new “Table 13 Aircraft Information for 2012 Aircraft—SA32” to reflect Aircraft configuration of Exhibit A-13, which is a new interior with 30 Contour business class seats and 191 BE Aerospace economy class seats and Panasonic
in-flight entertainment equipment (“New Configuration”). 
 1.2.1. For clarification purposes,
the new Table 13 Aircraft in this SA-32 to the Purchase Agreement includes the three (3) 2012 Accelerated Aircraft as defined in SA-29 and the three (3) 2012 Additional Aircraft as defined in SA-30 to the Purchase Agreement
(“2012 Aircraft”). 
 1.3. Revision of Table 14. “Aircraft Information Table 14 for
2013 Aircraft” is deleted in its entirety and replaced with a new “Table 14 Aircraft Information for 2013 Aircraft—SA32” to reflect the New Configuration and add the 2013 Additional Aircraft. 

1.3.1. For clarification purposes, the new Table 14 Aircraft in this SA-32 to the Purchase Agreement includes the five (5) 2013
Aircraft as defined in SA-31 and the two (2) 2013 Additional Aircraft defined in this SA-32 to the Purchase Agreement. 

1.4. Exhibit A-13 “Aircraft Configuration”. Exhibit A-l3 provides the aircraft configuration for new Table 13 and new
Table 14 Aircraft and reflects thirty (30) Contour business class seats, one hundred ninety-one (191) BE Aerospace economy class seats and Panasonic EX2 in-flight entertainment equipment. 

  

					
	P.A. 2126	  	2          	  	SA-32

 BOEING PROPRIETARY

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









 Exhibit 4.2.5 

 
 1.5. Revision of Supplemental Exhibit BFE2. “BFE
Variables” is revised to add the BFE preliminary on-dock dates for the 2013 Additional Aircraft. 
 2. Restricted Letter Agreement.

 2.1. Letter Agreement 6-1162-ILK-0385 R2 entitled “Performance Guarantees Relating to the 2011 Accelerated Aircraft, 2012
and 2013 Aircraft” is deleted in its entirety and replaced with 6-1162-ILK-0385R3 “Performance Guarantees Relating to the 2011 Aircraft, 2012 Aircraft, 2013 Aircraft and 2013 Additional Aircraft” to clearly define the Aircraft in the
cover letter and to correct references to other Letter Agreements included in the confidentiality paragraph. 
  

	 	2.1.1.	For avoidance of doubt, the content of the Attachment to Letter Agreement 6-1162-ILK-0385R3 is unchanged from SA-27, only the Letter Agreement reference has been
updated to reflect the current revision. 

 2.2 Letter Agreement 6-1162-ILK-451R1 entitled “Special Matters
Letter Applicable to the 2012 Additional Aircraft” is revised to provide the terms and conditions, including the economic considerations, applicable to each 2013 Aircraft and 2013 Additional Aircraft. The revised Letter Agreement,
6-1162-ILK-451R2 and with its Attachment A, is attached hereto. 
 2.3 Letter Agreement LA-1103876 entitled “Option
Aircraft” is no longer applicable and is deleted in its entirety in this SA-32. 
 3. Payment Due at Effective Date of this Supplemental
Agreement. 
 To effect the implementation of this SA-32, payments to Boeing are due by Customer. Customer has elected the
[***] deferred schedule shown in Letter Agreement 6-1162-ILK-0451R2 paragraph 5.1. 
 [***]. 

Therefore, [***] is owed by Customer to Boeing at signing of this SA-32. 
 4. Confidentiality. 
 Boeing and Customer understand that the commercial and
financial information contained in this Supplemental Agreement is considered by the parties as confidential (Confidential Information) and both agree not to disclose such Confidential Information


  

					
	P.A. 2126	  	3          	  	SA-32

 BOEING PROPRIETARY

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









 Exhibit 4.2.5 

 
 
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 Supplemental 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 Supplemental 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 7 of Letter Agreement
6-1162-KSW-6423 entitled “Special Matters Applicable to the Incremental Aircraft”; Article 21 of Letter Agreement 6-1162-LAJ-0895R6 entitled “Business Considerations”; Article 9 of Letter Agreement 6-1162-ILK-0412 entitled
“Special Matters Relating to Three Aircraft Originally Scheduled to Deliver in 2009”, Article 6 of Letter Agreement 6-1162-ILK-0450 entitled “Special Matters Relating to 2012 Accelerated Aircraft”, Article 6 of Letter Agreement
6-1162-ILK-00451 entitled “Special Matters Relating to 2012 Additional Aircraft”, Article 9 to Letter Agreement 6-1162-ILK0451R1 entitled “Special Matters Applicable to the 2012 Additional Aircraft and 2013 Aircraft” and Article
13 of Letter Agreement 6-1162-ILK-00451R2 entitled “Special Matters Relating to 2012 Additional Aircraft and 2013 Aircraft”, Customer will not disclose this Supplemental 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. 2126	  	4          	  	SA-32

 BOEING PROPRIETARY

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









 Exhibit 4.2.5 

 
 The Purchase Agreement shall be deemed amended to the extent herein provided
and as amended shall continue in full force and effect. 
 EXECUTED IN DUPLICATE as of the day and year first above written. 

 

									
	THE BOEING COMPANY	 	 	 	LAN AIRLINES S.A.
			
	Original Signed by	 		 	Original signed by
					
	By:	 	 	 		 	By:	  	 
		 	Melanie A. Gauthier	 		 		  	Roberto Alvo
					
	 Its
	 	Attorney-In-Fact	 		 	 Its:
	  	Senior VP Corporate Planning & Development
				
		 		 		 	Original Signed by
					
		 		 		 	By:	  	 
		 		 		 		  	Andres Del Valle E.
					
		 		 		 	Its:	  	Corporate Finance Director


  

					
	P.A. 2126	  	5          	  	SA-32

 BOEING PROPRIETARY

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









 PURCHASE AGREEMENT NUMBER 2126 

between 
 THE
BOEING COMPANY 
 and 
 LAN Airlines S.A. 
 Relating to Boeing Model 767-316ER, Model 767-38EF, and Model
767-316F Aircraft 

  

					
	P.A. 2126	  		  	SA-32

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








 TABLE OF CONTENTS 

 

							
	 	  	 	  	Supplemental
Agreement	 
	ARTICLES	  		  			
	1.	  	Quantity, Model and Description	  	 	24	  
	2.	  	Delivery Schedule	  	 	24	  
	3.	  	Price	  	 	24	  
	4.	  	Payment	  	 	24	  
	5.	  	Miscellaneous	  	 	24	  
	6.	  	Confidentiality	  	 	24	  
			
	TABLE	  		  			
	1.	  	Aircraft Information Table 767 300ER Aircraft – 1995$	  	 	1	  
	2.	  	Aircraft Information Table 767 300F Aircraft – 1997$	  	 	1	  
	3.	  	Aircraft Information Table 767 300F Aircraft – 1998$	  	 	8	  
	4.	  	Aircraft Information Table 767 300F Aircraft – 1999$	  	 	11	  
	5.	  	Aircraft Information Table 767 300F Aircraft – 2003$	  	 	18	  
	6.	  	Aircraft Information Table 767 316ER Aircraft – 2003$	  	 	21	  
	7.	  	Aircraft Information Table 767 300F Aircraft – 2004$	  	 	24	  
	8.	  	Aircraft Information Table 767 316ER Aircraft – 2004$	  	 	22	  
	9.	  	Aircraft Information Table 767 316ER Aircraft – 2005 $	  	 	22	  
	10.	  	Aircraft Information Table 767-316ER Aircraft – 2006 $	  	 	25	  
	11.	  	Aircraft Information Table 767-316ER Aircraft – 2008 $	  	 	28	  
	12.	  	Aircraft Information Table 767-316F Aircraft – 2008 $	  	 
  
	29

Deleted
	  

  

	13.	  	Aircraft Information Table 767-316ER 2012 Aircraft – 2010 $ - SA-32	  	 	32	  
	14.	  	Aircraft Information Table 767-316ER 2013 Aircraft – 2010 $ - SA-32	  	 	32	  
			
	EXHIBITS	  		  			
	A.	  	Aircraft Configuration	  			
	A-1	  	Aircraft Configuration	  	 	1	  
	A-2	  	Aircraft Configuration	  	 	5	  
	A-3	  	Aircraft Configuration	  	 	10	  
	A-4	  	Aircraft Configuration 767-316F Aircraft – 2003$	  	 	15	  
	A-5	  	Aircraft Configuration 767-316ER Aircraft – 2003$	  	 	17	  
	A-6	  	Aircraft Configuration 767-316ER Aircraft – 2004$	  	 	22	  
	A-7	  	Aircraft Configuration 767-316ER Aircraft – 2005$	  	 	22	  
	A-8	  	Aircraft Configuration 767-316ER Aircraft – 2006$	  	 	23	  
	A-9	  	Aircraft Configuration 767-316ER Aircraft – 2008$	  	 	24	  
	A-10	  	Aircraft Configuration 767-316F Aircraft – 2008$ DELETED	  	 	28	  
	A-11	  	Aircraft Configuration 767-316ER Aircraft – 2010$	  	 	29	  
	A-12	  	Aircraft Configuration 767-316ER Aircraft – 2010$	  	 
  
	31
 (Art 1.4
	  
 ) 

	A-13	  	Aircraft Configuration 767-316ER Aircraft – 2010$	  	 	32	  
	B.	  	Aircraft Delivery Requirements and Responsibilities	  	 	1	  


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









							
	 	  	 	  	Supplemental Agreement (s)
	 
	SUPPLEMENTAL EXHIBITS	  		  			
	 BFE1.
	  	BFE Variables	  	 	30	  
	 BFE2.
	  	BFE Variables	  	 	32	  
	 CS1.
	  	Customer Support Variables	  	 	1	  
	 EE1.
	  	Engine Escalation/Engine Warranty and Patent Indemnity	  	 	1	  
	 EE1-1.
	  	Engine Escalation/Engine Warranty and Patent Indemnity	  	 	5	  
	 EE1-2.
	  	Engine Escalation/Engine Warranty and Patent Indemnity	  	 	13	  
	 EE1-2006$
	  	Engine Escalation, Engine Warranty & Patent Indemnity	  	 	26	  
	 EE1-2008$
	  	Engine Escalation, Engine Warranty & Patent Indemnity	  	 	26	  
	 EE1-2010$
	  	Engine Escalation, Engine Warranty & Patent Indemnity	  	 	29	  
	 SLP1.
	  	Service Life Policy Components	  			
	 AE1
	  	Escalation adjustment-airframe and optional features	  	 	22	  
	 AE1 2008$
	  	Escalation adjustment-airframe and optional features	  	 	24	  
	 AE1 2010$
	  	Escalation adjustment-airframe and optional features	  	 	29	  
		
	 LETTER AGREEMENTS
	  			
	 2126-1
	  	Seller Purchased Equipment	  			
	 2126-2R1
	  	Cabin Systems Equipment	  	 	17	  
	 2126-3R4
	  	Option Aircraft	  	 	13	  
		
	 RESTRICTED LETTER AGREEMENTS
	  			
			
	 6-1162-DMH-350
	  	Performance Guarantees	  			
			
	 6-1162-DMH-351
	  	Promotion Support	  			
			
	 6-1162-DMH-472
	  	Performance Guarantees	  	 	1	  
			
	 6-1162-DMH-475
	  	Configuration Matters	  	 	1	  
			
	 6-1162-DMH-1031R2
	  	Special Provisions for Advance Payments	  	 	9	  
			
	 6-1162-LAJ-311
	  	Special Matters Relating to the July 2001 and September 2001 Aircraft	  	 	11	  
			
	 6-1162-LAJ-956
	  	Special Matters Relating to four 2006 Delivery Aircraft (February 4, 2005)	  			
			
	 6-1162-LAJ-0895R6
	  	Business Considerations	  	 	23	  
			
	 6-1162-ILK-0002R4
	  	Special Matters Relating to Advance Payments Requirements	  	 	21	  
			
	 6-1162-ILK-0381 R2
	  	Special Matters Letter Applicable to the 2011 Accelerated Aircraft and the Substitute 767 Freighter Aircraft	  	 
 	29
DELETED	  
  
			
	 6-1162-ILK-0382
	  	No longer applicable	  	 	26	  


  

					
	P.A. 2126	  		  	SA-32

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









							
	RESTRICTED LETTER
AGREEMENTS	  	Continued	  	Supplement
Agreement(s)	 
	 6-1162-ILK-0383 R1
	  	Aircraft Model Substitution Relating to the 2011 Accelerated Aircraft and the Substitute 767 Freighter Aircraft	  	 	26	  
	 6-1162-ILK-0384 R2
	  	16G Seats	  	 	27	  
	 6-1162-ILK-0385 R3
	  	Performance Guarantees Relating to 2011 Aircraft, 2012 Aircraft, 2013 Aircraft, and 2013 Additional Aircraft	  	 	32	  
	 6-1162-ILK-0388
	  	Option Aircraft – DELETED	  	 	28	  
	 6-1162-ILK-0412
	  	Special Matters Relating to Three Aircraft Originally Scheduled to Deliver in 2009	  	 	25	  
	 6-1162-ILK-0413
	  	[***]	  	 	25	  
	 6-1162-KSW-6423
	  	Special Matters Letter Applicable to the Incremental Aircraft	  	 	27	  
	 6-1162-KSW-6424
	  	Aircraft Model Substitution Relating to the Incremental Aircraft	  	 	27	  
	 6-1162-KSW-6456
	  	Performance Guarantees for Substitute 767 Freighter Aircraft:	  	 
 	29
DELETED	  
  
	 6-1162-ILK-0450
	  	Special Matters Letter Applicable to the 2012 Accelerated Aircraft	  	 	29	  
	 6-1162-ILK-0451
	  	Special Matters Letter Applicable to the 2012 Additional Aircraft	  	 	30	  
	 6-1162-ILK-0451R1
	  	Special Matters Letter Applicable to the 2012 Additional Aircraft and 2013 Aircraft	  	 	31	  
	 6-1162-ILK-0451R2
	  	Special Matters Letter Applicable to 2012 Additional Aircraft, 2013 Aircraft and 2013 Additional Aircraft	  	 	32	  
	 LA-1103777
	  	Seller Purchased Equipment for 2012 Aircraft	  	 	30	  
	 LA-1103876
	  	Option Aircraft	  	 
 	32 
DELETED	 
  


  

					
	P.A. 2126	  		  	SA-32

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








 Table 13 Aircraft Information for 2012 Aircraft - SA32 to Purchase Agreement No. PA-02126

 Aircraft Delivery, Description, Price and Advance Payments 
  
  

											
	 Airframe Model/MTOW:                 
767-300ER
	  	 	412,000 pounds	  	  	Detail Specification:	 	D019T001-M (6/22/2011)	  	
	 Engine Model/Thrust:
                      CF6-80C2B6F
	  	 	60,200 pounds	  	  	Airframe Price Base Year/
Escalation Formula:	 	Jul-10	  	ECI-MFG/CPI
	 Airframe Price:
	  	$	125,875,000	  	  	Engine Price Base Year/Escalation
Formula:	 	Jul-10	  	GE CF6-80 & GE90 (99 rev.)
	 Optional Features:
	  	$	7,482,000	  	  		 		  	
		  	  
	  
	 	  		 		  	
					
		  				  		 		  	
	 Sub-Total of Airframe and Features:
	  	$	133,357,000	  	  	Airframe Escalation Data:	 		  	
	 Engine Price (Per Aircraft):
	  	$	23,557,799	  	  	Base Year Index (ECI):	 	106.8	  	
	 Aircraft Basic Price (Excluding BFE/SPE):
	  	$	156,914,799	  	  	Base Year Index (CPI):	 	215.6	  	
		  	  
	  
	 	  		 		  	
					
		  				  		 		  	
	 Buyer Furnished Equipment (BFE) Estimate:
	  	$	0	  	  	Engine Escalation Data:	 		  	
	 Seller Purchased Equipment (SPE) Estimate:
	  	$	6,400,000	  	  	Base Year Index (CPI):	 	133.190	  	
	 Refundable Deposit/Aircraft at Proposal Accept:
	  	$	0	  	  		 		  	

  

																																					
	 	  	 	 	  	 	 	  	 	 	  	 	 	  	 	 	  	Advance Payment Per Aircraft
(Amts. Due/Mos. Prior to Delivery):	 
	 Delivery
 Date
	  	Number
of
Aircraft	 	  	Escalation
Factor
(Airframe)	 	  	Escalation
Factor
(Engine)	 	  	Manufacturer
Serial Number	 	  	Escalation
Estimate Adv
Payment Base
Price Per A/P	 	  	At Signing
1%	 	  	24 Mos.
4%	 	  	21/18/12/9/6
Mos. 5%	 	  	Total
30%	 
	 Jun-2012
	  	 	1	  	  	 	1.0395	  	  	 	1.084	  	  	 	40799	  	  	$	170,814,000	  	  	$	1,708,140	  	  	$	6,832,560	  	  	$	8,540,700	  	  	$	51,244,200	  
	 Jul-2012
	  	 	1	  	  	 	1.041	  	  	 	1.088	  	  	 	40592	  	  	$	171,118,000	  	  	$	1,711,180	  	  	$	6,844,720	  	  	$	8,555,900	  	  	$	51,335,400	  
	 Jul-2012
	  	 	1	  	  	 	1.041	  	  	 	1.088	  	  	 	41746	  	  	$	171,118,000	  	  	$	1,711,180	  	  	$	6,844,720	  	  	$	8,555,900	  	  	$	51,335,400	  
	 Aug-2012
	  	 	1	  	  	 	1.0428	  	  	 	1.091	  	  	 	41747	  	  	$	171,440,000	  	  	$	1,714,400	  	  	$	6,857,600	  	  	$	8,572,000	  	  	$	51,432,000	  
	 Sep-2012
	  	 	1	  	  	 	1.0445	  	  	 	1.094	  	  	 	41748	  	  	$	171,749,000	  	  	$	1,717,490	  	  	$	6,869,960	  	  	$	8,587,450	  	  	$	51,524,700	  
	 Oct-2012
	  	 	1	  	  	 	1.0453	  	  	 	1.097	  	  	 	40593	  	  	$	171,931,000	  	  	$	1,719,310	  	  	$	6,877,240	  	  	$	8,596,550	  	  	$	51,579,300	  
	 Total:
	  	 	6	  	  				  				  				  				  				  				  				  			


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








 Table 14 Aircraft Information for 2013 Aircraft - SA32 To Purchase Agreement No. PA-02126

 Aircraft Delivery, Description, Price and Advance Payments 
  
  

													
					
	 Airframe
Model/MTOW:                 767-300ER
	  	 	412,000 pounds	  	  	Detail Specification:	 	D019T001-M (6/22/2011)	 			
					
	 Engine Model/Thrust:
                    CF6-80C2B6F
	  	 	 60,200 pounds	  	  	Airframe Price Base Year

/Escalation Formula:
	 	Jul-10	 	 	ECI-MFG/CPI	  
					
	 Airframe Price:
	  	$	125,875,000	  	  	Engine Price Base Year/
Escalation Formula:	 	Jul-10	 	 
 	GE CF6-80 &
GE90 (99 rev.)	  
  
					
	 Optional Features:
	  	$	7,482,000	  	  		 		 			
		  	  
	  
	 	  		 		 			
					
	 Sub-Total of Airframe and Features:
	  	$	133,357,000	  	  	Airframe Escalation Data:	 		 			
					
	 Engine Price (Per Aircraft):
	  	$	23,557,799	  	  	Base Year Index (ECI):	 	106.8	 			
					
	 Aircraft Basic Price (Excluding BFE/SPE):
	  	$	156,914,799	  	  	Base Year Index (CPI):	 	215.6	 			
		  	  
	  
	 	  		 		 			
					
	 Buyer Furnished Equipment (BFE) Estimate:
	  	$	0	  	  	Engine Escalation Data:	 		 			
					
	 Seller Purchased Equipment (SPE) Estimate:
	  	$	6,400,000	  	  	Base Year Index (CPI):	 	133.190	 			
					
	 Refundable Deposit/Aircraft at Proposal Accept:
	  	$	0	  	  		 		 			

  

																																			
	 	  	 	  	 	 	  	 	 	  	 	 	  	 	 	  	Advance Payment Per Aircraft
(Amts. Due/Mos. Prior to Delivery):	 
	 Delivery Date
	  	Number
of
Aircraft	  	Escalation
Factor
(Airframe)	 	  	Escalation
Factor
(Engine)	 	  	Manufacturer
Serial
Number	 	  	Escalation
Estimate Adv
Payment Base
Price Per A/P	 	  	At Signing
1%	 	  	24 Mos.
4%	 	  	21/18/12/9/6
Mos. 5%	 	  	Total
30%	 
	 [***]
	  	1	  	 	1.0466	  	  	 	1.1	  	  	 	44213	  	  	$	172,183,000	  	  	$	1,721,830	  	  	$	6,887,320	  	  	$	8,609,150	  	  	$	51,654,900	  
	 [***]
	  	1	  	 	1.0485	  	  	 	1.103	  	  	 	44214	  	  	$	172,520,000	  	  	$	1,725,200	  	  	$	6,900,800	  	  	$	8,626,000	  	  	$	51,756,000	  
	 [***]
	  	1	  	 	1.0485	  	  	 	1.103	  	  	 	41993	  	  	$	172,520,000	  	  	$	1,725,200	  	  	$	6,900,800	  	  	$	8,626,000	  	  	$	51,756,000	  
	 [***]
	  	1	  	 	1.0537	  	  	 	1.112	  	  	 	41994	  	  	$	173,459,000	  	  	$	1,734,590	  	  	$	6,938,360	  	  	$	8,672,950	  	  	$	52,037,700	  
	 [***]
	  	1	  	 	1.0596	  	  	 	1.121	  	  	 	41995	  	  	$	174,494,000	  	  	$	1,744,940	  	  	$	6,979,760	  	  	$	8,724,700	  	  	$	52,348,200	  
	 [***]
	  	1	  	 	1.0616	  	  	 	1.125	  	  	 	41996	  	  	$	174,868,000	  	  	$	1,748,680	  	  	$	6,994,720	  	  	$	8,743,400	  	  	$	52,460,400	  
	 [***]
	  	1	  	 	1.0652	  	  	 	1.131	  	  	 	41997	  	  	$	175,513,000	  	  	$	1,755,130	  	  	$	7,020,520	  	  	$	8,775,650	  	  	$	52,653,900	  
	 Total:
	  	7	  				  				  				  				  				  				  				  			


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








 AIRCRAFT CONFIGURATION 

between 
 THE
BOEING COMPANY 
 and 
 LAN AIRLINES S.A. 
 Exhibit A-13 to Purchase Agreement Number 2126


  

					
	P.A. 2126	  	Exhibit A-13, page 2	  	SA-32

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








 AIRCRAFT CONFIGURATION 

relating to 

BOEING MODEL 767-300ER AIRCRAFT 
 THE LAN AIRCRAFT 
 For the 2012 Aircraft, 2013 Aircraft and 2013 Additional
Aircraft identified in Table 13 and Table 14, the detail specification is Boeing Detail Specification D019T001LAN63E-2, scheduled to be released on or about May 1, 2012. The Detail Specification provides further description of Customer’s
configuration set forth in this Exhibit A. Such Detail Specification will be comprised of Customer’s existing Boeing detail specification of D019T001LAN63E-1, Revision H dated as of April 29, 2011 as amended to incorporate the Boeing
configuration specification Boeing Configuration Specification D019T001, Revision M dated June 22, 2011 which incorporates the Options listed below, including the effects on Manufacturer's Empty Weight (MEW) and Operating Empty Weight (OEW).

 The Aircraft Basic Price in Tables 13 and 14 reflects and includes all effects of such Options as of this date, except such
Aircraft Basic Price does not include the price effects of any Buyer Furnished Equipment or Seller Purchased Equipment. 

  

					
	P.A. 2126	  	Exhibit A-13, page 2	  	SA-32

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









							
	 Configuration
 Item Number
	  	 Title
	  	2010 Dollars
13
Aircraft
Price Per
A/C	 
	 0110-000035
	  	MAJOR MODEL 767 AIRPLANE	  	 	[***]	  
	 0110-000037
	  	MINOR MODEL 767-300 PASSENGER AIRPLANE	  	 	[***]	  
	 0110-000092
	  	MODEL 767-300ER PASSENGER AIRPLANE	  	 	[***]	  
	 0110A276A30
	  	NEW LOOK INTERIOR - 767-300ER	  	 	[***]	  
	 0220D241A42
	  	TYPE CERTIFICATION & EXPORT CERTIFICATE OF AIRWORTHINESS FOR AIRPLANE DELIVERY - REQUIREMENT	  	 	[***]	  
	 0221-000002
	  	DISPATCH WITH GEAR EXTENDED FOR REVENUE FLIGHT	  	 	[***]	  
	 0221A251A19
	  	ENGINE INOPERATIVE TEN-MINUTE TAKEOFF THRUST OPERATION - CF6-80C2B6F THRUST RATING	  	 	[***]	  
	 0221B401A43
	  	TAKEOFF AND LANDING WITH TAILWIND UP TO 15-KNOTS	  	 	[***]	  
	 0224-000024
	  	EXTENDED RANGE TWIN ENGINE OPERATIONS (ETOPS)	  	 	[***]	  
	 0228-000001
	  	FLIGHT MANUALS IN FAA FORMAT	  	 	[***]	  
	 0228-000032
	  	FLIGHT CREW OPERATIONS MANUAL IN FAA FORMAT	  	 	[***]	  
	 0229A141A41
	  	PERFORMANCE - CERTIFICATION FOR OPERATION AT AIRPORT PRESSURE ALTITUDES OF 9500 FEET AND BELOW	  	 	[***]	  
	 0252-000014
	  	ENVIRONMENTAL CONTROL SYSTEM - TEMPERATURE INDICATIONS IN DEGREES CELSIUS	  	 	[***]	  
	 0252-000017
	  	INSTRUMENTATION WITH METRIC UNITS - MODEL 767	  	 	[***]	  
	 0254-000003
	  	USPHS CERTIFICATE OF SANITARY CONSTRUCTION	  	 	[***]	  
	 0315C417A53
	  	CERTIFIED OPERATIONAL AND STRUCTURAL DESIGN WEIGHTS 767-300ER	  	 	[***]	  
	 0351C417B91
	  	TAKEOFF PERFORMANCE IMPROVEMENT - ALTERNATE FORWARD CENTER OF GRAVITY LIMITS	  	 	[***]	  
	 1110D225A71
	  	EXTERIOR COLOR SCHEME AND MARKINGS	  	 	[***]	  
	 1120-000019
	  	MAINTENANCE MARKINGS - ACCESS PANELS - ENGINE STRUT AND COWLS	  	 	[***]	  
	 1130A931A06
	  	IATA STANDARD MARKINGS - LOWER LOBE CARGO COMPARTMENT	  	 	[***]	  
	 1130D413A64
	  	INTERIOR PASSENGER COMPARTMENT PLACARDS AND MARKINGS	  	 	[***]	  
	 2145-000004
	  	BULK CARGO AREA HEATING AND VENTILATING FOR ANIMAL CARRIAGE	  	 	[***]	  
	 2158A071A11
	  	IN-FLIGHT ENTERTAINMENT EQUIPMENT COOLING SYSTEM, FWD OF DOOR 2 - 200 CFM INSTALLATION	  	 	[***]	  
	 2210-000003
	  	AUTOFLIGHT - INHIBIT GLIDE SLOPE CAPTURE PRIOR TO LOCALIZER CAPTURE	  	 	[***]	  
	 2210-000030
	  	AUTOFLIGHT - THREE DIGIT MACH NUMBER ON MODE CONTROL PANEL	  	 	[***]	  


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









							
	 Configuration
 Item Number
	  	 Title
	  	2010 Dollars
13
Aircraft
Price Per
A/C	 
	 2210-000031
	  	AUTOFLIGHT - AUTOMATIC AUTOPILOT CHANNEL SELECTION IN APPROACH MODE	  	 	[***]	  
	 2210-000037
	  	AUTOFLIGHT - BANK ANGLE HOLD AT AUTOPILOT COMMAND ENGAGE	  	 	[***]	  
	 2210-000039
	  	AUTOFLIGHT - FULL TIME FLIGHT DIRECTOR	  	 	[***]	  
	 2210-000311
	  	AUTOFLIGHT - FLIGHT CONTROL COMPUTER (FCC) WITHOUT ONBOARD SOFTWARE LOADING CAPABILITY	  	 	[***]	  
	 2210A064A02
	  	AUTOFLIGHT - ALTITUDE ALERT - 300/900 FEET	  	 	[***]	  
	 2210B403A08
	  	MODE CONTROL PANEL WITHOUT BACKCOURSE SWITCH	  	 	[***]	  
	 2230-000127
	  	AUTOTHROTTLE - SELECTION OF CLIMB DERATES	  	 	[***]	  
	 2230-000133
	  	AUTOTHROTTLE - FIXED PERCENTAGE DERATE LEVELS OF 10% AND 20%	  	 	[***]	  
	 2230-000135
	  	AUTOTHROTTLE - CLIMB DERATE WASHOUT SCHEDULE - 10,000 TO 12,000 FEET	  	 	[***]	  
	 2311-000124
	  	HF COMMUNICATIONS - DUAL GABLES HF CONTROL PANELS WITH SENSITIVITY AND DATALINK CONTROL - P/N G7401-16 - BFE/SPE	  	 	[***]	  
	 2311-000137
	  	HF COMMUNICATIONS - PARTIAL PROVISIONS FOR DUAL ARINC 753 HF DATALINK	  	 	[***]	  
	 2311B401A29
	  	DUAL HF DATA RADIO - ARINC 753 - ACTIVATION - AIRLINE DATA LINK COMMUNICATIONS ONLY	  	 	[***]	  
	 2311B401A39
	  	HF COMMUNICATIONS - EQUIPMENT INSTALLATION OF DUAL ROCKWELL HF VOICE/DATA TRANSCEIVERS - P/N 822-0990-004 AND DIGITAL HF COUPLERS - P/N 822-0987-004 BFE/SPE	  	 	[***]	  
	 2312-000703
	  	VHF COMMUNICATIONS - ACTIVATION OF 8.33 KHZ CHANNEL SPACING	  	 	[***]	  
	 2312B401A16
	  	VHF COMMUNICATIONS - EQUIPMENT INSTALLATION OF TRIPLE ROCKWELL ARINC 750 VHF-920 FM IMMUNE TRANSCEIVERS WITH 8.33 KHZ CHANNEL SPACING, VDL MODE 2, AND CMC INTERFACE CAPABILITY - P/N
822-1250-002 - BFE/SPE	  	 	[***]	  
	 2312B800D19
	  	VHF COMMUNICATIONS - TRIPLE GABLES VHF TUNING PANELS (DUAL KNOB) - P/N G7400-227 - BFE/SPE	  	 	[***]	  
	 2321B401A04
	  	SELCAL - AVTECH FIVE CHANNEL DECODER - P/N NA138-714C - BFE/SPE	  	 	[***]	  
	 2322B800A68
	  	AIRCRAFT COMMUNICATIONS ADDRESSING AND REPORTING SYSTEM (ACARS) - LARGE FORMAT MULTIPURPOSE INTERACTIVE DISPLAY UNIT (MIDU) - ROCKWELL - P/N 822-1626-105 - BFE/SPE	  	 	[***]	  
	 2322C594A89
	  	CMU - INSTALLATION OF ROCKWELL COLLINS ARINC 758 LEVEL AOA CMU W/SITA SERVICE PROVIDER - DATA LINK RECORDING CAPABLE - P/N 822-1239-151 - BFE / SPE	  	 	[***]	  


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









							
	 Configuration
 Item Number
	  	 Title
	  	2010 Dollars
13
Aircraft
Price Per
A/C	 
	 2322C939A05
	  	CMU - INSTALLATION OF PARTIAL PROVISIONS FOR A SINGLE CMU IN ACCORDANCE WITH ARINC 758	  	 	[***]	  
	 2322C939A06
	  	COMMUNICATIONS MANAGEMENT UNIT (CMU) - DATA LINK RECORDING ACTIVATION	  	 	[***]	  
	 2324B595G65
	  	EMERGENCY LOCATOR TRANSMITTER - FIXED/AUTOMATIC INSTALLATION - ELTA P/N 01N65900 - BFE/SPE	  	 	[***]	  
	 2331B702M61
	  	PASSENGER ADDRESS (PA) SYSTEM - TWO CLASS - ROCKWELL COLLINS	  	 	[***]	  
	 2333D413B96
	  	PASSENGER SERVICE SYSTEM - REVISION - AFT LH CHIME MODULE AND FUNCTION	  	 	[***]	  
	 2340B007A03
	  	CREW COMMUNICATION - PILOT'S CALL PANEL - WITHOUT ““PA IN USE”” - THREE BLUE CABIN CALL INDICATORS/SWITCHES	  	 	[***]	  
	 2342-000016
	  	CABIN INTERPHONE SYSTEM - CABIN INTERPHONE HANDSET - FLIGHT COMPARTMENT	  	 	[***]	  
	 2350-000226
	  	AUDIO SELECTOR PANEL (ASP) - SFE ASP WITH INTEGRATED SELCAL AND CREW CALL FUNCTIONS - 3 VHF/2 HF/2 SATCOM P/N 285T0022-51 - INSTALLATION	  	 	[***]	  
	 2351-000033
	  	HAND HELD MICROPHONE - CAPTAIN AND FIRST OFFICER - ELECTROVOICE - P/N 903-1342 - BFE/SPE	  	 	[***]	  
	 2351-000035
	  	HAND HELD MICROPHONE - FIRST OBSERVER - ELECTROVOICE - P/N 903-1342 - BFE/SPE	  	 	[***]	  
	 2351-000040
	  	PUSH TO TALK (PTT) SWITCH ON GLARESHIELD	  	 	[***]	  
	 2351-000042
	  	CONTROL WHEEL PUSH TO TALK (PTT) SWITCH - STANDARD THREE POSITION	  	 	[***]	  
	 2351A213A33
	  	AUDIO INTEGRATION - INSTALLATION - TWO-PLUG AUDIO JACKS IN THE FLIGHT DECK	  	 	[***]	  
	 2351A213B77
	  	BOOM MICROPHONE HEADSETS - CAPTAIN AND FIRST OFFICER - TELEX AIRMAN 750 - P/N 64300-200 - BFE/SPE	  	 	[***]	  
	 2351A213B80
	  	HEADPHONE - FIRST OBSERVER - TELEX - P/N 64400-200 - BFE/SPE	  	 	[***]	  
	 2351A213B81
	  	HEADPHONE - SECOND OBSERVER - TELEX - P/N 64400-200 - BFE/SPE	  	 	[***]	  
	 2371-000009
	  	NO MONITOR JACK IN THE WHEEL WELL	  	 	[***]	  
	 2371B628B34
	  	VOICE RECORDER AND MICROPHONE/MONITOR - HONEYWELL - 2 HOUR RECORDING TIME - WITH DATALINK RECORDING CAPABILITY - P/N 980-6032-001 & P/N 980-6116-002 - BFE/SPE	  	 	[***]	  
	 2432-000002
	  	AUXILIARY POWER UNIT (APU) - ADDITIONAL STARTING CAPABILITY	  	 	[***]	  
	 2433-000021
	  	STANDBY POWER - EXTENDED TIME CAPABILITY - BATTERY PARALELLING	  	 	[***]	  
	 2451-000002
	  	90 KVA GALLEY POWER SUPPLY	  	 	[***]	  
	 2454D253B46
	  	FLIGHTDECK PED POWER OUTLET- CAPTAINS SIDEWALL - KID SYSTEME - CSE	  	 	[***]	  


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









							
	 Configuration
 Item Number
	  	 Title
	  	2010 Dollars
13
Aircraft
Price Per
A/C	 
	 2501A611A19
	  	FORWARD MONUMENT COMPLEX 4	  	 	[***]	  
	 2504A611A14
	  	AFT MONUMENT COMPLEX 3	  	 	[***]	  
	 2511-000022
	  	MANUALLY OPERATED SEATS - CAPTAIN AND FIRST OFFICER	  	 	[***]	  
	 2511-000026
	  	FIRST OBSERVER’S SEAT - WALL MOUNTED	  	 	[***]	  
	 2511-000270
	  	SECOND OBSERVER STATION, WITH ARMRESTS - ADDITION	  	 	[***]	  
	 2513-000405
	  	SUNVISOR INSTALLATION - NUMBER 1 AND 2 WINDOWS - FLIGHT DECK - SFE	  	 	[***]	  
	 2520D413A68
	  	INTERIOR COLOR AND MATERIAL - STANDARD OFFERING	  	 	[***]	  
	 2520D413C64
	  	PASSENGER COMPARTMENT - NON-ICO DECORATIVE LAMINATE	  	 	[***]	  
	 2523D413C10
	  	PASSENGER SERVICE UNITS WITH SUPPLEMENTAL CALL LIGHT AND CHIME MODULE (WITHOUT VOLUME REDUCTION)	  	 	[***]	  
	 2524D159G54
	  	UNDERBIN OUTBOARD CLASS DIVIDER - RH	  	 	[***]	  
	 2524D159G55
	  	UNDERBIN OUTBOARD CLASS DIVIDER - LH	  	 	[***]	  
	 2524D413A74
	  	FULL HEIGHT CENTERLINE CLOSET - STA 344 - STA 366 - SPE	  	 	[***]	  
	 2524D413A75
	  	CURTAIN AND TRACK INSTALLATION - DOOR 1 LEFT AFT	  	 	[***]	  
	 2524D413A76
	  	CURTAIN AND TRACK INSTALLATION - DOOR 1 RIGHT AFT	  	 	[***]	  
	 2524D413A77
	  	CURTAIN AND TRACK INSTALLATION - DOOR 1 RIGHT FWD	  	 	[***]	  
	 2524D413A78
	  	CURTAIN AND TRACK INSTALLATION - LH AND RH - AFT	  	 	[***]	  
	 2524D413A79
	  	CURTAIN AND TRACK INSTALLATION - AFT DOOR - GALLEY AREA	  	 	[***]	  
	 2524D413A85
	  	RH FULL HEIGHT SEAT TRACK MOUNTED CLOSET WITH INTEGRAL TRACK MOUNTED STOWAGE - STA 1467.95 - STA 1478.95 - SPE	  	 	[***]	  
	 2524D413A86
	  	CURTAIN AND CURTAIN TRACK - BETWEEN BUSINESS CLASS AND ECONOMY CLASS	  	 	[***]	  
	 2524D413C04
	  	UNDERBIN CENTERLINE CLASS DIVIDER - 46”” WIDE	  	 	[***]	  
	 2524D413C12
	  	LH FULL HEIGHT SEAT TRACK MOUNTED CLOSET - STA 1465.95 - STA 1478.95 - SPE	  	 	[***]	  
	 2524D413C88
	  	RH FULL HEIGHT, SEAT TRACK MOUNTED PARTITION WITH INTEGRAL FORWARD STOWAGE AND INTEGRAL AFT SIDEWALL TRACK MOUNTED STOWAGE BOX - UPPER AFT FACE AT STA 791, LOWER AFT FACE AT STA 794
- SPE	  	 	[***]	  


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









							
	 Configuration
 Item Number
	  	 Title
	  	2010 Dollars
13
Aircraft
Price Per
A/C	 
	 2524D413D26
	  	LH FULL HEIGHT, SEAT TRACK MOUNTED PARTITION WITH INTEGRAL AFT SIDEWALL TRACK MOUNTED STOWAGE BOX - UPPER AFT FACE AT STA 791, LOWER AFT FACE AT STA 794 - SPE	  	 	[***]	  
	 2525D413A87
	  	ATTENDANT SEATS FOR 767-300	  	 	[***]	  
	 2525D413B68
	  	ECONOMY CLASS SEATS - SPE	  	 	[***]	  
	 2525D413B69
	  	PASSENGER COMPARTMENT CREW REST SEATS - INSTALLATION - AFT OF E/C SEATS- SPE	  	 	[***]	  
	 2525D413C05
	  	BUSINESS CLASS SEATS - WITH UNDERCARPET RACEWAYS	  	 	[***]	  
	 2526D413A94
	  	1F-1C VIDEO CONTROL CENTER	  	 	[***]	  
	 2527C006A05
	  	FLOOR COVERING - CARPET, SERGED EDGES	  	 	[***]	  
	 2527D413A93
	  	ENTRYWAY FLOOR COVERING	  	 	[***]	  
	 2527D413C57
	  	FLOOR COVERING - CUSTOMER DIRECTED CARPET SEGMENTS DEFINITION	  	 	[***]	  
	 2527D413C65
	  	FLOOR COVERING - CARPET RAW MATERIAL - SPE	  	 	[***]	  
	 2528D413A24
	  	STOWAGE COMPARTMENTS - ADDITION OF INSERTS - SECOND TO LAST LH OVERHEAD STOWAGE BIN	  	 	[***]	  
	 2528D413B00
	  	CENTERLINE STOWAGE BUSTLE	  	 	[***]	  
	 2528D413B01
	  	CENTERLINE FLOOR MOUNTED STOWAGE UNIT - SPE	  	 	[***]	  
	 2528D413B38
	  	LITERATURE POCKETS	  	 	[***]	  
	 2528D413B67
	  	BIN FAIRING AND CLOSEOUT PANEL - OUTBOARD OVERHEAD STOWAGE BINS	  	 	[***]	  
	 2528D413B70
	  	MAGAZINE STOWAGE - MONUMENT MOUNTED	  	 	[***]	  
	 2528D413C13
	  	FLOOR MOUNTED STOWAGE - FORWARD OF AFT LH ENTRY DOOR - SPE	  	 	[***]	  
	 2528D413C66
	  	OVERHEAD STOWAGE BINS WITH MIRRORS	  	 	[***]	  
	 2529D413B03
	  	ATTENDANT WORKSTATION	  	 	[***]	  
	 2529D413C59
	  	CURTAIN AND CURTAIN TRACK INSTALLATION - IN-FLIGHT CREW REST ENCLOSURE - ECONOMY CLASS - AFT RH	  	 	[***]	  
	 2529D413C60
	  	CURTAIN AND CURTAIN TRACK INSTALLATION - IN-FLIGHT CREW REST ENCLOSURE - ECONOMY CLASS - AFT LH	  	 	[***]	  
	 2529D413D44
	  	CURTAINS AND CURTAIN TRACK INSTALLATION - IN-FLIGHT CREW REST ENCLOSURE - BUSINESS CLASS - AFT RH	  	 	[***]	  
	 2530B657H31
	  	F1 GALLEY	  	 	[***]	  
	 2530B657H33
	  	F2 GALLEY	  	 	[***]	  
	 2530B657H37
	  	A1 GALLEY	  	 	[***]	  
	 2530B657L84
	  	F3 GALLEY WITH INTEGRAL CHILLER	  	 	[***]	  
	 2530C826X42
	  	A2 GALLEY	  	 	[***]	  


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









							
	 Configuration
 Item Number
	  	 Title
	  	2010 Dollars
13
Aircraft
Price Per
A/C	 
	 2530C826X43
	  	A3 GALLEY	  	 	[***]	  
	 2530D241A46
	  	SUBSTITUTE/BFBI GALLEY INSERT CERTIFICATION - BFE/SPE	  	 	[***]	  
	 2530D413B07
	  	GALLEY PART NUMBERS - BFE/SPE	  	 	[***]	  
	 2530D413B09
	  	GALLEY INSERT PART NUMBERS-BFE/SPE	  	 	[***]	  
	 2533C635A20
	  	CHILLERS (7000 BTUH) - THREE - GALLEY - FORWARD AND AFT - ACUREX P/N 267-500 - BFE/SPE	  	 	[***]	  
	 2540D159G49
	  	2F-10R LAVATORY - WITH PROVISIONS FOR TWO MONITORS	  	 	[***]	  
	 2540D159G50
	  	2F-10L LAVATORY -WITH PROVISIONS FOR TWO MONITORS	  	 	[***]	  
	 2540D159G57
	  	1F-1L LAVATORY	  	 	[***]	  
	 2540D413B78
	  	1A-1L LAVATORY	  	 	[***]	  
	 2540D413B79
	  	4F-2RC LAVATORY	  	 	[***]	  
	 2540D413D11
	  	LAVATORIES - NON-STANDARD FLOOR PAN INSERT - SPE	  	 	[***]	  
	 2540D413D12
	  	LAVATORIES - NON-ICO INTERIOR COLORS	  	 	[***]	  
	 2540D413D14
	  	4F-2LC LAVATORY - WITH DOT LAVATORY FEATURES	  	 	[***]	  
	 2550-000040
	  	NO PROVISIONS FOR LOADING LONG LIGHTWEIGHT ITEMS - FORWARD CARGO COMPARTMENT	  	 	[***]	  
	 2552-000135
	  	CARGO COMPARTMENTS - PARTIAL FLOOR	  	 	[***]	  
	 2552-000223
	  	FABRIC STA 744 ENDWALL	  	 	[***]	  
	 2552A931A07
	  	SLOPING SIDEWALL - CARGO COMPARTMENTS - .020 THICKNESS OVERALL AND .030 THICKNESS AT CARGO DOORS - BMS 8-223	  	 	[***]	  
	 2553-000036
	  	HARDWARE FOR STANDARD CONTAINERS IN THE AFT CARGO COMPARTMENT	  	 	[***]	  
	 2553-000042
	  	NO SPOOL-TYPE LOADER INDEX FITTINGS - AFT CARGO COMPARTMENT	  	 	[***]	  
	 2553-000044
	  	HARDWARE FOR CARRIAGE OF 88 X 125 AND 96 X 125 INCH PALLETS AND STANDARD CONTAINERS IN THE FORWARD CARGO COMPARTMENT	  	 	[***]	  
	 2553-000085
	  	REMOTELY OPERATED CONTAINER ROLLOUT STOPS - AFT CARGO COMPARTMENT DOORWAY	  	 	[***]	  
	 2555-000022
	  	STANDARD BULK CARGO AREA FLOOR	  	 	[***]	  
	 2555-000024
	  	BULK CARGO DOOR PROTECTOR - NET	  	 	[***]	  
	 2560-000175
	  	HALON FIRE EXTINGUISHER - FLIGHT DECK - WALTER KIDDE	  	 	[***]	  
	 2560-000200
	  	PROTECTIVE BREATHING EQUIPMENT - FLIGHT DECK - SCOTT AVIATION - P/N 802300-14 - BFE/SPE	  	 	[***]	  
	 2560D174A02
	  	CREW LIFE VESTS - FLIGHT DECK - AIR CRUISER - P/N 66601-501 - BFE/SPE	  	 	[***]	  
	 2561A931A10
	  	FORWARD ESCAPE HATCH POSITION FOR ESCAPE STRAP	  	 	[***]	  


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









							
	 Configuration
 Item Number
	  	 Title
	  	2010 Dollars
13
Aircraft
Price Per
A/C	 
	 2562D413B72
	  	OVERWATER EMERGENCY EQUIPMENT	  	 	[***]	  
	 2564D413C20
	  	DETACHABLE EMERGENCY EQUIPMENT - PASSENGER COMPARTMENT - NO AFT WHEEL CHAIR STOWAGE - BFE/SPE	  	 	[***]	  
	 2610-000025
	  	KIDDE FIRE DETECTION SYSTEM - GE CF6-80C2 ENGINES AND APU	  	 	[***]	  
	 2618-000009
	  	SINGLE LOOP DUCT LEAK DETECTION SYSTEM - 3 ZONE	  	 	[***]	  
	 2622-000004
	  	FIRE BOTTLE COMMONALITY - CF6-80C2 ENGINES AND DUAL APU FIRE EXTINGUISHING SYSTEM	  	 	[***]	  
	 2732-000002
	  	STALL WARNING COMPUTER SPEED TAPE ACTIVATION - DISPLAY MINIMUM MANEUVER SPEED ON TAKEOFF	  	 	[***]	  
	 2811-000021
	  	EXTENDED RANGE (ER) FUEL TANK AND FUEL JETTISON SYSTEMS	  	 	[***]	  
	 2844-000005
	  	FUEL MEASURING STICKS IN KILOGRAMS WITH CONVERSION TABLES IN KILOGRAMS	  	 	[***]	  
	 2911-000003
	  	AC MOTOR-DRIVEN HYDRAULIC PUMPS - EATON (VICKERS) S270T201-7	  	 	[***]	  
	 2911-000038
	  	ENGINE-DRIVEN HYDRAULIC PUMPS - EATON (VICKERS INC.) (60B00200-12)	  	 	[***]	  
	 3042-000003
	  	WINDSHIELD WIPERS - TWO SPEED - SINGLE SWITCH	  	 	[***]	  
	 3080-000006
	  	MANUAL ANTI-ICING SYSTEM - NO ICE DETECTION	  	 	[***]	  
	 3120-000011
	  	ELECTRONIC CLOCKS - WITHOUT TENTHS OF MINUTE DISPLAY - MAIN INSTRUMENT PANEL	  	 	[***]	  
	 3131-000143
	  	ACCELEROMETER - HONEYWELL P/N 971-4193-001 - BFE/SPE	  	 	[***]	  
	 3131B628B16
	  	DIGITAL FLIGHT DATA RECORDER (DFDR) - HONEYWELL - 1024 WORDS PER SECOND MAXIMUM DATA RATE - P/N 980-4750-009 - BFE/SPE	  	 	[***]	  
	 3131D156A55
	  	DIGITAL FLIGHT DATA ACQUISITION UNIT (DFDAU) WITH ACMS CAPABILITY AND INTEGRATED PCMCIA MEDIA INTERFACE - TELEDYNE CONTROLS - 512 WPS CAPABLE - 737-7 OR 767-6 DATA FRAME ACTIVE -
P/N 2233000-816 - BFE/SPE	  	 	[***]	  
	 3132-000095
	  	AIRBORNE DATA LOADER/RECORDER - ARINC 615 - ALLIEDSIGNAL - 964-0401-006 - BFE/SPE	  	 	[***]	  
	 3132-000117
	  	DATA LOADER SELECTOR SWITCH MODULE - 20 POSITION 3 WAY - SFE	  	 	[***]	  
	 3132A887A01
	  	DUAL ARINC 615 DATA LOADER/RECORDER INTERFACE TO THE THREE WAY, TWENTY POSITION SYSTEM SELECTOR SWITCH - PORTABLE DATA LOADER/RECORDER CONNECTOR INSTALLATION IN P61 RIGHT SIDE PANEL
- SFE	  	 	[***]	  
	 3133-000057
	  	FULL FORMAT PRINTER - MILTOPE - ARINC 744 - P/N 706300-212 - BFE/SPE	  	 	[***]	  


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









							
	 Configuration
 Item Number
	  	 Title
	  	2010 Dollars
13
Aircraft
Price Per
A/C	 
	 3133-000125
	  	ARINC 744 PRINTER PROVISIONS IN THE FLIGHT DECK AISLESTAND	  	 	[***]	  
	 3151-000042
	  	FIREBELL AURAL WARNING - 1 SECOND ON, 9 SECONDS OFF	  	 	[***]	  
	 3151-000046
	  	AUTOPILOT DISCONNECT - AURAL WARNING SIREN - AURAL WARNING AND MASTER WARNING LIGHT INHIBITED WHEN AUTOPILOT DISCONNECT SWITCH IS DOUBLE PRESSED QUICKLY	  	 	[***]	  
	 3151A065A47
	  	RESETTABLE OVERSPEED AURAL WARNING - SIREN	  	 	[***]	  
	 3161-000135
	  	HYDRAULIC PRESSURE ON EICAS STATUS PAGES	  	 	[***]	  
	 3161-000137
	  	APU RPM ON EICAS STATUS PAGES	  	 	[***]	  
	 3161-000139
	  	APU OIL QUANTITY LEVEL ON EICAS	  	 	[***]	  
	 3161-000141
	  	ADDITIONAL ENVIRONMENTAL CONTROL SYSTEM (ECS) PARAMETERS - DISPLAY ON EICAS MAINTENANCE PAGE	  	 	[***]	  
	 3161-000144
	  	GENERATOR OFF AND ENGINE OIL PRESSURE - EICAS ADVISORY LEVEL MESSAGES	  	 	[***]	  
	 3161-000147
	  	ECS PRECOOLER OUTLET TEMPERATURE - (PW AND GE ENGINES) - DISPLAY ON EICAS	  	 	[***]	  
	 3161-000152
	  	BULK CARGO COMPARTMENT TEMPERATURE - DISPLAY ON EICAS	  	 	[***]	  
	 3161-000154
	  	RAM AIR OUTLET DOOR POSITION - DISPLAY ON EICAS	  	 	[***]	  
	 3161-000189
	  	ENGINE FUEL FLOW - FULL TIME DISPLAY - LOWER EICAS DISPLAY	  	 	[***]	  
	 3162-000016
	  	FLIGHT MODE ANNUNCIATION AT TOP OF ADI	  	 	[***]	  
	 3162-000021
	  	AIRSPEED TAPE - ROLLING DIGITS AND TREND VECTOR - ADI	  	 	[***]	  
	 3162-000022
	  	FLIGHT DIRECTOR COMMAND DISPLAY - SPLIT AXIS - ADI	  	 	[***]	  
	 3162-000026
	  	DISPLAY OF ROUND DIAL AND DIGITAL RADIO ALTITUDE - ADI	  	 	[***]	  
	 3162-000030
	  	RISING RUNWAY - DISPLAYED ON THE ADI	  	 	[***]	  
	 3162-000034
	  	RADIO ALTITUDE HEIGHT ALERT DISPLAY - 2500 FEET - ADI	  	 	[***]	  
	 3162-000054
	  	ILS DEVIATION WARNING - ADI	  	 	[***]	  
	 3162-000059
	  	MAP MODE ORIENTATION - TRACK UP - NAVIGATION DISPLAY	  	 	[***]	  
	 3162-000066
	  	TRUE AIRSPEED AND GROUND SPEED - NAVIGATION DISPLAY	  	 	[***]	  
	 3162-000070
	  	WIND BEARING DIGITAL DISPLAY - NAVIGATION DISPLAY	  	 	[***]	  
	 3162-000081
	  	ADF POINTER(S) - NAVIGATION DISPLAY	  	 	[***]	  


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









							
	 Configuration
 Item Number
	  	 Title
	  	2010 Dollars
13
Aircraft
Price Per
A/C	 
	 3221-000011
	  	TORQUE ARM QUICK DISCONNECT - NOSE LANDING GEAR	  	 	[***]	  
	 3242A114B69
	  	ANTISKID/AUTOBRAKE CONTROL UNIT (AACU) P/N 42-767-2 (S283T001-27) - INSTALLATION	  	 	[***]	  
	 3245-000230
	  	WHEELS AND TIRES - NOSE LANDING GEAR - WHEELS - ALLIEDSIGNAL - INSTALLATION WITH SFE 24 PR, 235 MPH TIRES	  	 	[***]	  
	 3245A298A12
	  	BRAKES - CARBON - MESSIER-BUGATTI	  	 	[***]	  
	 3245A438A27
	  	OPERATIONAL TIRE SPEED LIMITS - 235MPH	  	 	[***]	  
	 3245A438A28
	  	WHEELS AND TIRES - MAIN LANDING GEAR - HIGH GROSS WEIGHT WHEELS - MESSIER-BUGATTI - INSTALLATION WITH SFE 32 PR, 235 MPH TIRES.	  	 	[***]	  
	 3246-000005
	  	BRAKE TEMPERATURE MONITORING SYSTEM	  	 	[***]	  
	 3321D413B46
	  	PASSENGER COMPARTMENT ILLUMINATION - SIDE WALL LIGHTS - AFT LH AND RH IN-FLIGHT CREW REST CURTAIN ENCLOSURE AREAS	  	 	[***]	  
	 3324-000117
	  	NO-SMOKING LIGHT ON - HARD WIRE	  	 	[***]	  
	 3342-000009
	  	TAXI LIGHTS - NOSE GEAR MOUNTED - SPACE PROVISIONS	  	 	[***]	  
	 3350B657N97
	  	EMERGENCY ESCAPE PATH LIGHTING SYSTEM - FLOOR MOUNTED	  	 	[***]	  
	 3413-000027
	  	MACH/AIRSPEED INDICATOR - TWO KNOT GRADUATIONS BELOW 250 KNOTS	  	 	[***]	  
	 3421-000042
	  	FAA MACH/AIRSPEED LIMITS AND OVERSPEED ALERTING	  	 	[***]	  
	 3423-000006
	  	STANDBY MAGNETIC COMPASS COMPENSATION FOR ELECTRICAL CIRCUITS (+/- 5 DEGREES)	  	 	[***]	  
	 3430B866A33
	  	ILS/GPS MULTI-MODE RECEIVER (MMR) - ROCKWELL COLLINS - P/N 822-1821-001 - BFE/SPE	  	 	[***]	  
	 3433-000032
	  	RADIO ALTIMETER (RA) - ROCKWELL INTERNATIONAL CORP - P/N 822-0334-002 - BFE/SPE	  	 	[***]	  
	 3443A065B20
	  	DUAL WEATHER RADAR CONTROL PANEL - WITH MULTISCAN FUNCTIONALITY - ROCKWELL COLLINS P/N 622-5130-801 - BFE/SPE	  	 	[***]	  
	 3443C594A20
	  	DUAL WEATHER RADAR SYSTEM - WITH PREDICTIVE WINDSHEAR AND MULTISCAN CAPABILITY - ROCKWELL COLLINS WRT-2100 TRANSCEIVER - P/N 822-1710-002 - BFE/SPE	  	 	[***]	  
	 3445A065A86
	  	TCAS SYSTEM - ROCKWELL COLLINS TCAS COMPUTER P/N 822-1293-002 - TCAS CHANGE 7 COMPLIANT - BFE/SPE	  	 	[***]	  
	 3446-000045
	  	STANDARD VOLUME FOR ALTITUDE CALLOUTS	  	 	[***]	  
	 3446-000048
	  	ENHANCED GROUND PROXIMITY WARNING SYSTEM (EGPWS) - BANK ANGLE CALLOUT ENABLE	  	 	[***]	  
	 3446-000049
	  	500 SMART CALLOUT INHIBITED	  	 	[***]	  


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









							
	 Configuration
 Item Number
	  	 Title
	  	2010 Dollars
13
Aircraft
Price Per
A/C	 
	 3446B800D17
	  	GROUND PROXIMITY WARNING SYSTEM - MODE 6 ALTITUDE CALLOUTS - 2500, 1000, 500, 400, 300, 200, 100, 50, 40, 30, 20, 10, MINIMUMS	  	 	[***]	  
			
	 3451-000022
	  	VOR/MARKER BEACON - ROCKWELL RECEIVER P/N 822-0297-001 - BFE/SPE	  	 	[***]	  
			
	 3453B866A16
	  	ATC SYSTEM - ROCKWELL COLLINS ATC TRANSPONDER P/N 822-1338-003 - ELS/EHS/ES AND TCAS CHANGE 7 COMPLIANT - GABLES CONTROL PANEL P/N G6992-12 - BFE/SPE	  	 	[***]	  
			
	 3455-000019
	  	DISTANCE MEASURING EQUIPMENT (DME) - ROCKWELL INTERROGATOR P/N 822-0329-001 - BFE/SPE	  	 	[***]	  
			
	 3457-000219
	  	AUTOMATIC DIRECTION FINDER (ADF) - DUAL SYSTEM - ROCKWELL ADF-900/700 SERIES - ADF RECEIVER P/N 822-0299-001 - ADF ANTENNA P/N 622-5404-003 - BFE/SPE	  	 	[***]	  
			
	 3457-000289
	  	DUAL ADF CONTROL PANEL - BAE SYSTEMS - 285T0557-2 - WITHOUT BFO OR TONE SWITCH - SFE	  	 	[***]	  
			
	 3461A425A03
	  	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - OFFPATH DESCENT CIRCLES AND DISTANCE MEASURING EQUIPMENT RANGE RINGS DISPLAYED	  	 	[***]	  
			
	 3461A425A04
	  	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - SCANNING DME OPERATIONS - ENABLE	  	 	[***]	  
			
	 3461A425A05
	  	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - RUNWAY DISTANCE AND OFFSET POSITION SHIFT IN UNITS OF FEET	  	 	[***]	  
			
	 3461A425A10
	  	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - NAVIGATION DATABASE - CUSTOMER SUPPLIED	  	 	[***]	  
			
	 3461A425A12
	  	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - TAKEOFF DATA LINK - ENABLE	  	 	[***]	  
			
	 3461A425A13
	  	FMCS - AIRLINE MODIFIABLE INFORMATION (AMI) - CUSTOMER SUPPLIED	  	 	[***]	  
			
	 3461A425A16
	  	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - AIR TRAFFIC SERVICES DATA LINK (ATS DL) - FANS FEATURE ACTIVATION	  	 	[***]	  
			
	 3461A425A17
	  	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - AIRLINE OPERATIONAL COMMUNICATIONS DATA LINK (AOC DL) - FANS FEATURE ACTIVATION	  	 	[***]	  
			
	 3461A425A18
	  	FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) - PRINTER INTERFACE - FANS FEATURE ACTIVATION	  	 	[***]	  
			
	 3511B899B48
	  	CREW OXYGEN MASKS - AUTOMATIC PRESSURE BREATHING TYPE WITH SEPARATE SMOKE GOGGLES - CAPTAIN AND FIRST OFFICER - AVOX - BFE/SPE	  	 	[***]	  
			
	 3511B899B49
	  	CREW OXYGEN MASKS - AUTOMATIC PRESSURE BREATHING TYPE WITH SEPARATE SMOKE GOGGLES - FIRST OBSERVER - AVOX - BFE/SPE	  	 	[***]	  
			
	 3511B899B50
	  	CREW OXYGEN MASKS - AUTOMATIC PRESSURE BREATHING TYPE WITH SEPARATE SMOKE GOGGLES - SECOND OBSERVER - AVOX - BFE/SPE	  	 	[***]	  


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









							
	 Configuration
 Item Number
	  	 Title
	  	2010 Dollars
13
Aircraft
Price Per
A/C	 
	 3611-000005
	  	HAMILTON STANDARD - INTERMEDIATE PRESSURE (IP) CHECK VALVES - GE\P&W ENGINES	  	 	[***]	  
	 3811-000022
	  	POTABLE WATER - SERVICEABLE TO 149 GALLONS	  	 	[***]	  
	 3831-000008
	  	WASTE TANK CAPACITY - 116 GALLONS	  	 	[***]	  
	 3832-000031
	  	VACUUM WASTE SYSTEM - ENVIROVAC TOILET ASSEMBLIES	  	 	[***]	  
	 3910B800A77
	  	CONTROL PANEL ARRANGEMENT - P8 AISLE STAND - FLIGHT DECK - LAN	  	 	[***]	  
	 4420C991A03
	  	INFLIGHT ENTERTAINMENT SYSTEM - PARTIAL PROVISIONS - 3GCN COMPLIANT	  	 	[***]	  
	 4420D253B36
	  	IFE SYSTEM - IN-SEAT VIDEO FEATURES - 221 PASSENGERS - PANASONIC EX2 - CSE	  	 	[***]	  
	 4420D253B40
	  	IFE SYSTEM - DISTRIBUTION EQUIPMENT - PANASONIC EX2 - CSE	  	 	[***]	  
	 4420D253B44
	  	IFE SYSTEM - EXTERNAL INTERFACES - NAV DATA, ACARS, ALL DOORS CLOSED DISCRETE - PANASONIC EX2 - CSE	  	 	[***]	  
	 4420D253C19
	  	IFE SYSTEM - VIDEO CONTROL CENTER EQUIPMENT - PANASONIC EX2 - CSE	  	 	[***]	  
	 4420D253C20
	  	IFE SYSTEM - IN-SEAT IFE EQUIPMENT - 221 PASSENGERS WITH 10 MONUMENT MOUNTED MONITORS - PANASONIC EX2 - CSE	  	 	[***]	  
	 4420D253C26
	  	IFE SYSTEM - OVERHEAD VIDEO DISPLAYS - ONE 23 INCH DISPLAY AND TWO 15.4 INCH DISPLAYS - PANASONIC EX2 - CSE	  	 	[***]	  
	 4970-000046
	  	APU CYCLEMETER - AFT ELECTRONIC EQUIPMENT (E/E) COMPARTMENT	  	 	[***]	  
	 4970-000047
	  	APU HOURMETER - AFT ELECTRONIC EQUIPMENT (E/E) COMPARTMENT	  	 	[***]	  
	 5210-000024
	  	TYPE A - III - III - A DOOR ARRANGEMENT	  	 	[***]	  
	 5300B657K49
	  	SEAT TRACK - BL 45.5 LEFT AND RIGHT - STA 389 TO STA 721.805.	  	 	[***]	  
	 7200-000382
	  	STANDARD FAN SPINNER - GE ENGINES	  	 	[***]	  
	 7200-000412
	  	GE PROPULSION SYSTEM	  	 	[***]	  
	 7200A114C89
	  	GENERAL ELECTRIC ENGINES - CF6-80C2-B6F - B6F RATING - WITH FADEC	  	 	[***]	  
	 7830-000012
	  	MANUAL OPENING OF THRUST REVERSER ASSEMBLIES - GE CF6-80C2 ENGINES	  	 	[***]	  
	 7900-000117
	  	LUBRICATING OIL - BP TURBO OIL 2380	  	 	[***]	  
	 8011-000006
	  	HAMILTON STANDARD STARTERS AND STARTER VALVES - GE ENGINES	  	 	[***]	  
	 INT_ALLOWANCE
	  	INTERIOR ALLOWANCE FOR ALL MINOR MODELS (FOR USE ON DCAC-CONFIGURED AIRPLANES ONLY)	  	 	[***]	  
	 OPTIONS: 249
	  	TOTAL:	  	 	$7,482,000	  


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








 BUYER FURNISHED EQUIPMENT VARIABLES 

between 
 THE
BOEING COMPANY 
 and 
 LAN Airlines S.A. 
 Supplemental Exhibit BFE2 

to Purchase Agreement Number PA-2126 

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








 BUYER FURNISHED EQUIPMENT VARIABLES 

relating to 

BOEING MODEL 767-316ER AIRCRAFT 
 This Supplemental Exhibit BFE2 contains supplier selection dates, on-dock dates and other requirements applicable to the Aircraft. 
 1. Supplier Selection. 
 Customer will: 

Select and notify Boeing of the suppliers and part numbers of the following BFE items by the following dates: 

 

			
		
	 Galley System
	 	Complete
		
	 Galley Inserts
	 	Complete
		
	 Seats (Suites)
	 	Complete
		
	 Seats (F/C, B/C, Premium E/C)
	 	Complete
		
	 Seats (Economy class)
	 	Complete
		
	 Overhead & Audio System
	 	Complete
		
	 In-Seat Video System
	 	Complete
		
	 Miscellaneous Emergency Equipment
	 	Complete

 2. On-dock Dates and Other Information. 
 Boeing will provide to Customer the BFE Requirements electronically in My Boeing Fleet (MBF), through My Boeing Configuration (MBC). These requirements


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








 
may be periodically revised, setting forth the items, quantities, on-dock dates and shipping instructions and other requirements relating to the in-sequence installation of BFE. For planning
purposes, preliminary BFE on-dock dates are set forth below: 
  

											
	 Item
	  	 Preliminary On-Dock Dates

[Month of Delivery]

		  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 Seats
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 Galleys Furnishings
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 Electronics
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 Cabin Systems Equipment
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 Miscellaneous/Emergency Equipment
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	 Textiles/Raw Materials
	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]


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









													
	 Item
	 	Preliminary On-Dock Dates
[Month of
Delivery]
	 	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	 Seats
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	 Galleys Furnishings
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	 Electronics
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	 Cabin Systems Equipment
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	 Miscellaneous/Emergency Equipment
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]
	 Textiles/Raw Materials
	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]	 	[***]

 3. Additional Delivery Requirements—Import. 

Customer will be the “importer of record” (as defined by the U.S. Customs and Border Protection) for all BFE
imported into the United States, and as such, it has the responsibility to ensure all of Customer’s BFE shipments comply with U.S. Customs Service regulations. In the event Customer requests Boeing, in writing, to act as importer of record for
Customer’s BFE, and Boeing agrees to such request, Customer is responsible for ensuring Boeing can comply with all U.S. Customs Import Regulations by making certain that, at the time of shipment, all BFE shipments comply with the requirements
in the “International Shipment Routing Instructions”, including the Customs Trade Partnership Against Terrorism (C-TPAT), as set out on the Boeing website referenced below. Customer agrees to include the International Shipment
Routing Instructions, including C-TPAT requirements, in each contract between Customer and BFE supplier. 

http://www.boeing.com/companyoffices/doingbiz/supplier_portal/index_general.html 

  
 “[***]” 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                                 





 
  
  
 6-1162-ILK-0385R3 
 LAN Airlines S.A. 
 Avenida Presidente Riesco 5711 
 Piso 19 
 Las Condes 
 Santiago, Chile 

 

	Subject:	Performance Guarantees Relating to the 2011 Aircraft, 2012 Aircraft, 2013 Aircraft and 2013 Additional Aircraft 


 

	Reference:	Purchase Agreement No. 2126 (the Purchase Agreement) between The Boeing Company (Boeing) and LAN Airlines S.A.
(Customer) relating to Model 767-316F, Model 767-38EF and Model 767-316ER aircraft (hereinafter referred to as “Aircraft”) 


This letter agreement (Letter Agreement) cancels and supercedes Letter Agreement 6-1162-ILK-0385R2 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. 

“2011 Aircraft” shall mean each or all three (3) new Boeing Model 767-316ER scheduled for delivery [***],
respectively, as shown in Table 11 in Supplemental Agreement No. 31 to the Purchase Agreement. 
 “2012
Aircraft” shall mean each or all six (6) 767-316ER scheduled for delivery in [***], respectively as shown in Table 13 in Supplemental Agreement No. 32 to the Purchase Agreement. 

“2013 Aircraft” shall mean each or five (5) 767-316ER Aircraft, with deliveries in [***] as shown in Table 14 in
Supplemental Agreement No. 32 to the Purchase Agreement. 
 “2013 Additional Aircraft” shall mean each or
two (2) 767-316ER Aircraft with deliveries in [***] as shown in Table 14 in Supplemental Agreement No. 32 to the Purchase Agreement. 

Boeing agrees to provide Customer with the performance guarantees in the Attachment. These guarantees are exclusive and expire upon delivery of the
Aircraft to Customer. 
 Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter
Agreement are provided to Customer in consideration of Customer becoming the operator of the Aircraft and cannot be assigned, in whole or in part. 

  

					
	P.A. No. 2126	  		  	SA-32
	Performance Guarantees	  	

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








 



 
 LAN Airlines S.A. 
 6-1162-ILK-0385 R3 Page 23 
  
 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 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 Letter 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 21 of Letter Agreement
6-1162-LAJ-0895R6 entitled “Business Considerations”; and Article 9 of Letter Agreement 6-1162-ILK-0412 entitled “Special Matters Relating to Three Aircraft Originally Scheduled to Deliver in 2009”; Article 6 of Letter Agreement
6-1162-ILK-0450 entitled “Special Matters Letter Applicable to the 2012 Accelerated Aircraft”; Article 6 of Letter Agreement 6-1162-ILK-0451 entitled “Special Matters Applicable to the 2012 Additional Aircraft” and Article 9 to
Letter Agreement 6-1162-ILK0451R1 entitled “Special Matters Applicable to the 2012 Additional Aircraft and 2013 Aircraft”, 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. 2126	  		  	SA-32
	Performance Guarantees	  	

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








  
 



 
 LAN Airlines S.A. 
 6-1162-ILK-0385 R3 Page 24 
  

			
	Very truly yours,
	
	THE BOEING COMPANY
	
	Original Signed by
		
	By:	 	  
		 	Melanie A. Gauthier
		
	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, agreement and approval. 
 ACCEPTED AND AGREED TO this 22nd day of December of 2011. 

 

			
	LAN AIRLINES S.A.
	
	Original signed by
		
	By:	 	 
		 	Roberto Alvo
		
	Its:	 	Senior VP Corporate Planning & Development

  

			
	Original signed by
		
	By:	 	 
		 	Andres Del Valle E.
		
	Its:	 	Corporate Finance Director            


  

					
	P.A. No. 2126	  		  	SA-32
	Performance Guarantees	  	

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








 MODEL 767-300ER PERFORMANCE GUARANTEES 

FOR LAN AIRLINES S.A. 
  

			
		
	 SECTION
	 	CONTENTS
		
	 1
	 	AIRCRAFT MODEL APPLICABILITY
		
	 2
	 	FLIGHT PERFORMANCE
		
	 3
	 	MANUFACTURER'S EMPTY WEIGHT
		
	 4
	 	AIRCRAFT CONFIGURATION
		
	 5
	 	GUARANTEE CONDITIONS
		
	 6
	 	GUARANTEE COMPLIANCE
		
	 7
	 	EXCLUSIVE GUARANTEES


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









	1	AIRCRAFT MODEL APPLICABILITY 

 The
guarantees contained in this Attachment (the "Performance Guarantees") are applicable to the 767-300ER Aircraft [***]. 
  

	2	FLIGHT PERFORMANCE 

  

	2.1	Takeoff 

 [***]

  

	2.2	Landing 

 [***] 

 

	2.3	Cruise Range 

 [***].

  

	3	MANUFACTURER'S EMPTY WEIGHT 

 [***]. 
  

	4	AIRCRAFT CONFIGURATION 

  

	4.1	[***]. 

  

	4.2	[***]. 

  

	5	GUARANTEE CONDITIONS 

  

	5.1	[***]. 

  

	5.2	[***]. 


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









	5.3	[***]. 

  

	5.4	[***]. 

  

	5.5	[***]. 

  

	5.6	[***]. 

  

	5.7	[***]. 

  

	6	GUARANTEE COMPLIANCE 

  

	6.1	[***]. 

  

	6.2	[***]. 

  

	6.3	[***]. 

  

	6.4	[***] 

  

	6.5	[***]. 

  

	6.6	[***]. 

  

	7	EXCLUSIVE GUARANTEES 

 The only
performance guarantees applicable to the Aircraft are those set forth in this Attachment. 

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








 6-1162-ILK-0451R2 
 LAN Airlines S.A. 
 Avenida Presidente Riesco 5711 

Piso 19 
 Las Condes 

Santiago, Chile 
  

	Subject:	Special Matters Letter Applicable to the 2012 Additional Aircraft, 2013 Aircraft and 2013 Additional Aircraft 


 

	Reference:	Purchase Agreement No. 2126 (the Purchase Agreement) between The Boeing Company (Boeing) and LAN Airlines S.A.
(Customer) relating to Model 767-316F, Model 767-38EF and Model 767-316ER aircraft (hereinafter referred to as “Aircraft”) 


This letter agreement (Letter Agreement) 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
Airframe Price in accordance with the escalation formula reflected in Supplemental Exhibit AE1 2010$ to the Purchase Agreement entitled “Escalation adjustment - airframe and optional features”. 

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 “2012 Additional
Aircraft” shall mean each or all three, as the case may be, of the three 767-316ER Aircraft (as previously defined in Supplemental Agreement No. 30 to the Purchase Agreement) scheduled for delivery in [***], respectively.

 1.4 “2013 Aircraft” shall mean each or all five (5) 767-316ER Aircraft, with deliveries
in [***] as shown in Table 14 in Supplemental Agreement No. 32 to the Purchase Agreement. 
 1.5 “2013
Additional Aircraft” shall mean each or two (2) 767-316ER Aircraft with deliveries in [***] as shown in Table 14 in Supplemental Agreement No. 32 to the Purchase Agreement. 

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








 1.6 “Table 13” shall mean the table entitled “Table 13
Aircraft Information Table for 2012 Aircraft – SA-32” 
 1.7 “Table 14” shall mean the
table entitled “Table 14 Aircraft Information Table for 2013 Aircraft – SA-32” 
  

	2.	Export License. 


Customer understands and confirms that it is Customer’s responsibility to obtain any required Export License from the relevant U.S.
authority. Without accepting any liability for any failure to do so, Boeing will use reasonable endeavors to alert Customer to any regulatory changes of which Boeing becomes aware and which require Customer to obtain such Export License. 

 

	3.	Warranty Modification. 


Notwithstanding paragraph 3.2 of Part 2 of Exhibit C to the AGTA, Boeing agrees that the warranty period for a Corrected Boeing Product
resulting from a defect in material or workmanship is [***] or the remainder of the initial warranty period, whichever is longer. 

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









	4.	Credit Memoranda for the 2012 Additional Aircraft, 2013 Aircraft and 2013 Additional Aircraft. 


4.1 Subject to Customer’s adherence to the Limitations on Use, Boeing will provide the Customer with a credit memorandum concurrently
with the delivery of each 2012 Additional Aircraft, 2013 Aircraft, and 2013 Aircraft Additional Aircraft in description and amount which is identified in the credit memoranda table below. 

 

			
	 Credit Memoranda Exclusive to the 2012
Additional
 Aircraft, 2013 Aircraft, and 2013 Additional Aircraft
	  	Concession Stated as
a Percentage of
Airframe Price
	 Incentive Basic Credit Memorandum, STE
	  	[***]
	 Incremental Aircraft Credit Memorandum, STE
	  	[***]
	 Total Table 4.1 Credit Memoranda Exclusive to the 2012 Additional Aircraft, 2013 Aircraft, and
2013 Additional Aircraft
	  	[***]

 4.2 Subject to Customer’s adherence to the Limitations on Use, Boeing will provide Customer with a
goods and services credit memorandum at the time of definitive agreement signing of SA-30 in the total amount of [***]. 
 4.3
Subject to Customer’s adherence to the Limitations on Use, Boeing will provide Customer with a goods and services credit memorandum at the delivery of each 2013 Aircraft and 2013 Additional Aircraft in the fixed amount of [***]. 

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









	5.	Deferred Advance Payments for 2012 Additional Aircraft, 2013 Aircraft, and 2013 Additional Aircraft. 


5.1 The parties agree that, in respect of each 2012 Additional Aircraft, 2013 Aircraft and 2013 Additional Aircraft, Customer may elect
[***] deferred advance payment schedule as shown below (the Deferred Advance Payment Schedule Applicable for the 2012 Additional Aircraft, 2013 Aircraft and 2013 Additional Aircraft) in lieu of the standard advance payment schedule set forth in
Article 4.2 of the Purchase Agreement and in Table 13 and Table 14, as applicable, (the Standard Advance Payment Schedule). Customer has elected the [***] schedule for its 2012 Additional Aircraft, 2013 Aircraft, and 2013 Additional Aircraft.

  

			
	 Due Date of Payment*
	 	 Amount Due per Aircraft (percentage of

Aircraft's Advance Payment Base Price)

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

  

	*	- unless otherwise indicated, refers to the number of months prior to the first day of the scheduled delivery month of the Aircraft. 


6. The parties agree that Customer will pay interest to Boeing on the difference between the payments made pursuant to the Article 5.1 Deferred Advance
Payment Schedule Applicable to the 2012 Additional Aircraft, 2013 Aircraft, and 2013 Additional Aircraft and the amount which would otherwise have been payable to Boeing under the Standard Advance Payment Schedule. Such interest shall accrue from
and including the date on which such payments would have been due if there were no deferral up to the but excluding the date on which such amounts are paid in full. The rate used to calculate such interest shall be the three-month London Interbank
Offered Rate (LIBOR) as set forth in The Wall Street Journal, US edition, [***] basis points. The effective rate will be the rate in effect on the first business day of the calendar quarter in which the advance payment was initially deferred, and
will be reset every calendar quarter. Interest on unpaid amounts will be calculated using a 360 day year, and compounded quarterly. 
  

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









	6.	Transfer of 767 Option Deposits to the [***] (2013 Additional Aircraft). 


The parties agree that [***] Option Deposits for the four (4) Option Aircraft identified in Letter Agreement LA-1103876 to the
Purchase Agreement will be applied toward the advance payments due for the two (2) 2013 Additional Aircraft as of the date of execution of this Letter Agreement and concurrent execution of this Supplemental Agreement No. 32 to the Purchase
Agreement. 
  

	7.	Transfer of 787-8 advance payments to 2012 Accelerated Aircraft, 2012 Additional Aircraft, 2013 Aircraft and 2013 Additional Aircraft. 


7.1 The parties agree that [***] will be transferred from the advance payments already paid by Customer for the Table 2 787-8 aircraft in
Purchase Agreement No. 3256 and will be applied toward the Advance Payments due for the updated configuration of the 2012 Accelerated Aircraft and 2012 Additional Aircraft in Table 13 and 2013 Aircraft and 2013 Additional Aircraft in Table 14.

 7.2 For avoidance of doubt, Attachment A to this Letter Agreement depicts the Advance Payments due for the 2012 Accelerated
Aircraft, 2012 Additional Aircraft, 2013 Aircraft and 2013 Additional Aircraft as of the date of execution of Supplemental Agreement No. 32. This assumes that Customer has elected to defer the Advance Payments for the 2012 Accelerated Aircraft,
2012 Additional Aircraft, 2013 Aircraft and 2013 Additional Aircraft as set forth in Article 5 of this Letter Agreement. 
 7.3
Therefore, [***] is owed at signing of this SA-32. 
  

	8.	Execution of this Supplemental No. 32 and Supplemental Agreement No. 3 to Purchase Agreement No. 3256. 


The parties further agree to execute Supplemental Agreement No. 3 to Purchase Agreement No. 3256 within thirty (30) days of
execution of this Supplement Agreement No. 32 to this Purchase Agreement, or as otherwise mutually agreed. 

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









	9.	Deferred Advance Payment interest payment for 2013 Additional Aircraft. 

 In consideration of Customer’s execution of Supplement Agreement No. 3 to Purchase Agreement No. 3256 within thirty (30) days of execution (or as otherwise mutually agreed) of this
Supplement Agreement No. 32, [***]. 
  

	10.	Delivery Flexibility for 2013 Aircraft. 

 Boeing reserves the right to accelerate or delay the delivery months [***]. Boeing must exercise the right by providing written notice to Customer on or before eighteen (18) months prior to the
delivery month. 
  

	11.	16G Compliant Seats for the 2012 Additional Aircraft, 2013 Aircraft and 2013 Additional Aircraft. 


The parties agree that both the New Configuration and the Alternate Configuration (if selected by the Customer for any of the specified
2013 Aircraft) comply with enacted RIN 2120-AC84, Improved Seats in Air Carrier Transport Category Airplanes. Accordingly, Letter Agreement 6-1162-ILK-0384R2 does not apply to any of the 2012 Accelerated Aircraft, 2012 Additional Aircraft, 2013
Aircraft and 2013 Additional Aircraft. 
  

	12.	SPE Fee Clarification. 


The fee charged in Article 1.2.1 of Letter Agreement 1103777 entitled Seller Purchased Equipment (SPE) for 2012 Aircraft shall not apply
to the 2013 Aircraft and 2013 Additional Aircraft. For the avoidance of doubt, Boeing will [***] for any of the 2013 Aircraft nor any of the 2013 Additional Aircraft. Customer requested changes to the SPE after execution of this Letter Agreement
shall be made by Customer in writing directly to Boeing for approval and for coordination by Boeing with the SPE supplier. Any Customer initiated change to the configuration of the Aircraft shall be subject to price and offerability through Boeing's
master change or other process for amendment of the Purchase Agreement including an SPE charge equal to [***] of the SPE cost. Notwithstanding any of the preceding, the parties agree that the aggregate amount [***] without written mutual agreement.

  

	13.	Assignment. 

 Any
assignment by Customer of any benefits, entitlements, or services described in this Letter Agreement requires Boeing's prior written consent. Further, Customer will not reveal to any third party the amount of the credit memoranda provided to
Customer by Boeing without Boeing’s prior written consent and subject to such circumstances as Boeing may reasonably require. 
 Boeing will not unreasonably withhold consent to Customer’s request to assign, as security, rights in the Purchase Agreement if done for purposes of obtaining financing or for such other purpose
consistent with fulfilling its obligations under the Purchase Agreement. Boeing’s consent will be conditioned on all parties accepting Boeing’s customary conditions for consenting to an assignment, including, but not


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








 
limited to, the following: assignor and assignee indemnification of Boeing for any actions taken by an assignee under any assignment agreement; Boeing’s right to exercise the
manufacturer’s option to assume Customer’s rights under the Purchase Agreement in the event of a default under an assignment agreement; and confidentiality. A Party that is 

 

	 	i.	bound by a customary confidentiality agreement; 

  

	 	ii.	neither an airplane manufacturer nor an airline; and 

  

	 	iii.	responding to a Customer request for proposals to provide financing of Aircraft pursuant to the Purchase Agreement, including pre-delivery payment financing


 shall be deemed a “Financing Party”. 

Without Boeing’s consent, Customer may represent to any Financing Party that Boeing will provide to that Financing Party,
concurrently with the delivery of each of the Aircraft to that Financing Party, a financier credit memorandum equal to 
  

	 	(a)	Concession ceiling for the passenger aircraft: [***] 

  

	 	(b)	Concession ceiling for the freighter aircraft: [***] 

 escalated to the month of delivery in the same manner as the Airframe Price as described in Supplemental Exhibit AE1 2010$ and in conformance with terms and conditions of this Letter Agreement. Insofar as
such Financing Party is concerned, this Financier Credit Memorandum shall be in lieu of any other provision in the Letter Agreement. When the Customer identifies a Financing Party and the preliminary terms of an assignment under which pre-delivery
payment financing or aircraft purchase financing could be provided, at Customer’s request, Boeing agrees to enter into discussions with the Customer to consider whether an additional credit memorandum can be assigned, with the goal of helping
Customer obtain third-party financing. 
 Boeing will consent to any reasonable request by Customer to assign the Purchase
Agreement to an affiliate provided that Boeing is provided with an adequate guarantee of performance of all obligations under this Purchase Agreement and in a form reasonably satisfactory to Boeing. 

Customer understands that Boeing is not required under any circumstances to consent to an assignment that would constitute a novation.

 The foregoing provisions are intended to supplement, and not to supersede, the assignment provisions of the AGTA, which
address delivery date and post-delivery assignments, merger-type assignments, and other matters. 
  

	14.	Confidentiality. 

 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


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








 
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 Letter 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 7 of
Letter Agreement 6-1162-KSW-6423 entitled “Special Matters Applicable to the Incremental Aircraft”; Article 21 of Letter Agreement 6-1162-LAJ-0895R6 entitled “Business Considerations”;; Article 9 of Letter Agreement
6-1162-ILK-0412 entitled “Special Matters Relating to Three Aircraft Originally Scheduled to Deliver in 2009”; Article 6 of Letter Agreement 6-1162-ILK-0450 entitled “Special Matters Letter Applicable to the 2012 Accelerated
Aircraft”; Article 6 of Letter Agreement 6-1162-ILK-0451 entitled “Special Matters Applicable to the 2012 Additional Aircraft”, Article 9 to Letter Agreement 6-1162-ILK0451R1 entitled “Special Matters Applicable to the 2012
Additional Aircraft and 2013 Aircraft” and Article 13 herein, 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. 
 The Purchase Agreement shall be deemed amended to the extent herein provided and as
amended shall continue in full force and effect. 

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









			
	Very truly yours,
	
	
	THE BOEING COMPANY
	
	
	Original signed by
		
	By:	 	 
		 	Melanie A. Gauthier
		 	
	Its:	 	Attorney-In-Fact


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








 If the foregoing correctly sets forth your understanding of our agreement with respect to the matters
treated herein, please indicate your acceptance, agreement and approval. 
 ACCEPTED AND AGREED TO this 22nd day of December of 2011.

  

			
	LAN AIRLINES S.A.
	
	Original signed by
		
	By: 	 	 
		 	Roberto Alvo
		 	
	Its:	 	Senior VP Corporate Planning & Development
		 	
	Original signed by
		 	
	 By:
	 	  

		 	Andres Del Valle E.
		 	
	Its:	 	Corporate Finance Director


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