Exhibit 4.12


LEASE SUPPLEMENT NO. 1


 


CERTAIN OF THE RIGHT, TITLE
AND INTEREST OF LESSOR IN AND TO THIS LEASE SUPPLEMENT HAS BEEN ASSIGNED TO, AND IS SUBJECT TO A SECURITY INTEREST IN FAVOR OF,
THE LOAN TRUSTEE REFERRED TO IN THE INDENTURE. THIS LEASE SUPPLEMENT HAS BEEN EXECUTED IN SEVERAL COUNTERPARTS. TO THE EXTENT,
IF ANY, THAT THIS LEASE SUPPLEMENT CONSTITUTES TANGIBLE CHATTEL PAPER (AS SUCH TERM IS DEFINED IN THE UNIFORM COMMERCIAL CODE OR
SIMILAR LEGISLATION AS IN EFFECT IN ANY APPLICABLE JURISDICTION), NO SECURITY INTEREST IN THIS LEASE SUPPLEMENT MAY BE PERFECTED
THROUGH THE TRANSFER OR POSSESSION OF ANY COUNTERPART HEREOF OTHER THAN THE ORIGINAL COUNTERPART. THE COUNTERPART TO BE DEEMED
THE ORIGINAL COUNTERPART SHALL BE THE COUNTERPART THAT CONTAINS THE RECEIPT THEREFOR EXECUTED BY THE LOAN TRUSTEE.


 


LEASE SUPPLEMENT NO. 1


 


THIS LEASE SUPPLEMENT No.
1 dated ____July 29_____, 2015 (this "Lease Supplement") is between PARINA LEASING LIMITED an exempted
company organized with limited liability under the laws of the Cayman Islands, as lessor (the "Lessor"), and LATAM
AIRLINES GROUP S.A. (formerly having the legal name LAN Airlines S.A. and doing business as LAN Airlines), a company organized
under the laws of the Republic of Chile, as lessee (the "Lessee").


 


WITNESSETH:


 


WHEREAS, the Lessor and
the Lessee have heretofore entered into that certain Lease Agreement MSN 6698 dated as of 22 July, 2015 relating to one (1) Airbus
model A321-200 Aircraft (herein called the "Lease"; capitalized terms used herein and not otherwise defined herein
shall have the meanings set forth in the Lease); and


 


WHEREAS, the Lease provides
for the execution and delivery of a Lease Supplement, for the purpose of leasing the Aircraft under the Lease.


 


NOW, THEREFORE, in consideration
of the premises and other good and sufficient consideration, the relevance and adequacy of which are hereby acknowledged, the Lessor
and the Lessee hereby agree as follows:


 


1.          On
the Delivery Date, the Lessor will deliver and lease to the Lessee under the Lease, and the Lessee will accept and lease from the
Lessor under the Lease, the following described aircraft (the "Aircraft"), which as of the Delivery Date will
consist of the following components:


 


(i)          one
(1) Airbus model A321-200 airframe bearing manufacturer's serial number 6698 and Chilean registration mark CC-BEE;


 




    	 	- 1 -	 



     


    

 


(ii)         two
(2) CFM56-5B3/3 engines bearing manufacturer's serial numbers 569903 and 569901, respectively;


 


(iii)        all
the Parts from time to time installed on the Airframe; and


 


(iv)        the
Manuals and Technical Records.


 


2.          The
parties confirm that the Delivery Date for the Aircraft is 29 July 2015.


 


3.          The
parties confirm that the term for the Aircraft shall commence on the Delivery Date and end on 15 November 2027.


 


4.          The
"Series A Installment," "Series B Installment" and "Note Value" in respect of each Basic Rent Payment
Date are set forth on Schedules 1 and 2 hereto, respectively.


 


5.          The
parties confirm that the Initial Basic Rent Installment payable for the Aircraft is $8,690,433.


 


6.          All
of the terms and provisions of the Lease are hereby incorporated by reference in this Lease Supplement to the same extent as if
fully set forth herein.


 


7.          The
Lessee confirms that the nameplates and other markings required under Section 8(e) of the Lease have been affixed or will
be affixed within ten (10) days of the Delivery Date on the Aircraft.


 


8.          This
Lease Supplement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall
be an original, but all such counterparts shall together constitute but one and the same instrument.


 


9.          This
Lease Supplement shall be governed by, and construed in accordance with, the laws of the State of New York, United States of America.


 




    	 	- 2 -	 



     


    

 


IN WITNESS WHEREOF, the
Lessor and the Lessee have caused this Lease Supplement to be duly executed by their respective representatives hereunto duly authorized,
as of the date and year first above written.


 


	 	PARINA LEASING LIMITED
	 	 	 
	 	By:	/s/ Nina Moreno
	 	 	Name: Nine Moreno
	 	 	Title: Attorney-in-Fact
	 	 	 
	 	LATAM AIRLINES GROUP S.A.
	 	 	 
	 	By:	/s/ Nina Moreno
	 	 	Name: Nine Moreno
	 	 	Title: Attorney-in-Fact


 




    	 	- 3 -	 



     


    

 


In London, on _28 July____2015 before
I, ____Sebastian Lorenzini Aracenaappears NINA MORENO, nationality ___British______, passport number ____503043344__________.
The lease supplement between Parina Leasing Limited and LATAM Airlines Group S.A. in respect of the aircraft with MSN 6698 is being
entered into.


 


[Seal and stamp]


 


/s/ Sebastian Lorenzini Aracena


Cónsul de Chile


 




    	 	- 4 -	 



     


    

 


Receipt of this original counterpart No. 1
is acknowledged by:


 


	WILMINGTON TRUST COMPANY,	 
	not in its individual capacity, but solely as Loan Trustee	 
	 	 	 
	By:	/s/ Drew H. Davis	 
	 	Name: Drew H. Davis	 
	 	Title: Assistant Vice President	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 


Certain of the right, title and interest in
and to this Lease Supplement of the Lessor has been assigned to and is subject to a security interest in favor of Wilmington Trust
Company, as the Loan Trustee, under the Indenture. This Lease Supplement has been executed in several counterparts. To the extent,
if any, that this Lease Supplement constitutes chattel paper (as such term is defined in the Uniform Commercial Code or similar
legislation as in effect in any applicable jurisdiction), no security interest in this Lease Supplement may be created through
the transfer of possession of any counterpart other than the original. The counterpart to be deemed the original shall be the counterpart
that contains the receipt therefor executed by the Loan Trustee on the signature pages thereof, and no security interest in this
Lease Supplement may be perfected through the transfer of any counterpart other than said original counterpart. See the Lease for
information concerning the rights of the holders of the various counterparts hereof.


 




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SCHEDULE 1 TO LEASE SUPPLEMENT MSN 6698


 


BASIC RENT INSTALLMENTS


 


	Basic Rent Payment Date	 	Series A Installment	 	 	Series B Installment	 
	 	 	 	 	 	 	 
	August 15, 2015	 	 	297,529.87	 	 	 	61,712.00	 
	November 15, 2015	 	 	352,338.00	 	 	 	73,080.00	 
	February 15, 2016	 	 	352,338.00	 	 	 	73,080.00	 
	May 15, 2016	 	 	2,033,265.90	 	 	 	841,954.04	 
	August 15, 2016	 	 	775,750.21	 	 	 	229,298.47	 
	November 15, 2016	 	 	2,271,075.86	 	 	 	103,792.40	 
	February 15, 2017	 	 	750,650.92	 	 	 	103,328.71	 
	May 15, 2017	 	 	745,975.41	 	 	 	102,865.02	 
	August 15, 2017	 	 	741,299.30	 	 	 	96,756.93	 
	November 15, 2017	 	 	736,622.58	 	 	 	225,524.65	 
	February 15, 2018	 	 	731,945.20	 	 	 	223,643.92	 
	May 15, 2018	 	 	727,267.16	 	 	 	221,762.84	 
	August 15, 2018	 	 	722,588.43	 	 	 	219,881.35	 
	November 15, 2018	 	 	717,908.97	 	 	 	217,999.52	 
	February 15, 2019	 	 	713,228.77	 	 	 	216,117.26	 
	May 15, 2019	 	 	749,515.24	 	 	 	214,234.60	 
	August 15, 2019	 	 	744,393.09	 	 	 	212,351.48	 
	November 15, 2019	 	 	739,269.94	 	 	 	210,467.94	 
	February 15, 2020	 	 	734,145.75	 	 	 	208,583.91	 
	May 15, 2020	 	 	729,020.49	 	 	 	206,699.40	 
	August 15, 2020	 	 	723,894.11	 	 	 	204,814.38	 
	November 15, 2020	 	 	718,766.54	 	 	 	202,928.84	 
	February 15, 2021	 	 	713,637.78	 	 	 	201,042.72	 
	May 15, 2021	 	 	708,507.75	 	 	 	199,156.03	 
	August 15, 2021	 	 	703,376.38	 	 	 	197,268.74	 
	November 15, 2021	 	 	698,243.64	 	 	 	195,380.83	 
	February 15, 2022	 	 	693,109.48	 	 	 	193,492.24	 
	May 15, 2022	 	 	687,973.80	 	 	 	191,602.99	 
	August 15, 2022	 	 	682,836.56	 	 	 	207,905.24	 
	November 15, 2022	 	 	677,697.70	 	 	 	242,182.84	 
	February 15, 2023	 	 	672,557.13	 	 	 	239,659.95	 
	May 15, 2023	 	 	667,414.79	 	 	 	291,686.35	 
	August 15, 2023	 	 	662,270.59	 	 	 	270,348.87	 
	November 15, 2023	 	 	657,124.44	 	 	 	1,143,923.71	 
	February 15, 2024	 	 	651,976.27	 	 	 	-	 
	May 15, 2024	 	 	646,825.98	 	 	 	-	 
	August 15, 2024	 	 	641,673.47	 	 	 	-	 
	November 15, 2024	 	 	636,518.63	 	 	 	-	 
	February 15, 2025	 	 	631,361.36	 	 	 	-	 
	May 15, 2025	 	 	626,201.55	 	 	 	-	 
	August 15, 2025	 	 	621,039.06	 	 	 	-	 
	November 15, 2025	 	 	615,873.79	 	 	 	-	 
	February 15, 2026	 	 	610,705.58	 	 	 	-	 
	May 15, 2026	 	 	605,534.29	 	 	 	-	 



 






     


     


    

 








	Basic Rent Payment Date	 	Series A Installment	 	 	Series B Installment	 
	 	 	 	 	 	 	 
	August 15, 2026	 	 	600,359.78	 	 	 	-	 
	November 15, 2026	 	 	595,181.88	 	 	 	-	 
	February 15, 2027	 	 	590,000.41	 	 	 	-	 
	May 15, 2027	 	 	584,815.21	 	 	 	-	 
	August 15, 2027	 	 	579,626.06	 	 	 	-	 
	November 15, 2027	 	 	9,302,907.56	 	 	 	-	 



 




     


     


    

 


SCHEDULE 2 TO LEASE SUPPLEMENT MSN 6698


 


NOTE VALUE


 


The Note Value payable under the Lease are
those amounts stated below, are exclusive of the Basic Rent expressed to be payable on the relevant Basic Rent Payment Date, and
are subject to adjustment in accordance with the provisions of the numbered paragraphs set out below.


 


	Delivery Date and Basic Rent Payment Dates	 	Note Value	 
	5/29/2015	 	 	40,052,000.00	 
	7/1/2015	 	 	40,052,000.00	 
	8/15/2015	 	 	40,052,000.00	 
	11/15/2015	 	 	40,052,000.00	 
	2/15/2016	 	 	40,052,000.00	 
	5/15/2016	 	 	37,602,198.06	 
	8/15/2016	 	 	36,996,267.81	 
	11/15/2016	 	 	35,014,032.06	 
	2/15/2017	 	 	34,531,840.55	 
	5/15/2017	 	 	34,049,694.32	 
	8/15/2017	 	 	33,573,238.83	 
	11/15/2017	 	 	32,967,662.88	 
	2/15/2018	 	 	32,362,162.94	 
	5/15/2018	 	 	31,756,740.84	 
	8/15/2018	 	 	31,151,398.51	 
	11/15/2018	 	 	30,546,137.88	 
	2/15/2019	 	 	29,940,961.01	 
	5/15/2019	 	 	29,294,902.53	 
	8/15/2019	 	 	28,648,942.27	 
	11/15/2019	 	 	28,003,082.73	 
	2/15/2020	 	 	27,357,326.49	 
	5/15/2020	 	 	26,711,676.24	 
	8/15/2020	 	 	26,066,134.74	 
	11/15/2020	 	 	25,420,704.86	 
	2/15/2021	 	 	24,775,389.58	 
	5/15/2021	 	 	24,130,191.97	 
	8/15/2021	 	 	23,485,115.22	 
	11/15/2021	 	 	22,840,162.63	 
	2/15/2022	 	 	22,195,337.63	 
	5/15/2022	 	 	21,550,643.77	 
	8/15/2022	 	 	20,887,892.52	 
	11/15/2022	 	 	20,188,906.94	 
	2/15/2023	 	 	19,490,081.52	 
	5/15/2023	 	 	18,736,870.47	 
	8/15/2023	 	 	18,002,027.62	 
	11/15/2023	 	 	16,390,849.15	 
	2/15/2024	 	 	15,910,976.80	 
	5/15/2024	 	 	15,431,216.08	 
	8/15/2024	 	 	14,951,570.38	 
	11/15/2024	 	 	14,472,043.24	 
	2/15/2025	 	 	13,992,638.33	 
	5/15/2025	 	 	13,513,359.48	 
	8/15/2025	 	 	13,034,210.69	 
	11/15/2025	 	 	12,555,196.11	 
	2/15/2026	 	 	12,076,320.09	 
	5/15/2026	 	 	11,597,587.16	 
	8/15/2026	 	 	11,119,002.05	 
	11/15/2026	 	 	10,640,569.69	 
	2/15/2027	 	 	10,162,295.26	 
	5/15/2027	 	 	9,684,184.15	 
	8/15/2027	 	 	9,206,242.02	 



 




     


     


    

 


1.          The
Note Value specified in this Schedule 2 is applicable only to the respective Basic Rent Payment Dates set out above in relation
to which it is specified.


 


2.          Where
the Note Value becomes payable on, and is required to be calculated as of, any date other than a Basic Rent Payment Date then the
Note Value in respect of such other date shall be an amount in Dollars equal to the amount set out above alongside the immediately
preceding Basic Rent Payment Date (or the Delivery Date, if the Note Value becomes payable prior to the first Basic Rent Payment
Date) plus interest thereon calculated at the rate of interest specified in Section 2.02 of the Indenture for the number of
days from and including such immediately preceding Basic Rent Payment Date (or the Delivery Date) to but excluding the date on
which such Note Value becomes payable and calculated on the basis of a 360 day year comprised of twelve 30-day months.