Exhibit 4.19
	 	 
	 	
        

        

	Execution Version


 


DATED AS OF __29 May________ 2015


 


LATAM Airlines
Group S.A.


as Shareholder


 


and


 


WILMINGTON TRUST
COMPANY, not in its individual capacity but solely


as SUBORDINATION AGENT,


as SUBORDINATION
AGENT


 





 






 


Call Option Agreement


  


 






 




     


     


    

  


table
of Contents


 


	 	 	Page
	 	 	 
	ARTICLE I DEFINITIONS AND INTERPRETATION	1
	 	 	 
	Section 1.01	Definitions	1
	 	 	 
	Section 1.02	Construction	3
	 	 	 
	ARTICLE II GRANT OF CALL OPTION	3
	 	 	 
	Section 2.01	Grant of Call Option	3
	 	 	 
	Section 2.02	Service of Option Notice	3
	 	 	 
	Section 2.03	Completion	3
	 	 	 
	Section 2.04	Revocation of Option Notice	5
	 	 	 
	Section 2.05	Termination of Call Option	5
	 	 	 
	ARTICLE III REPRESENTATIONS AND WARRANTIES	5
	 	 	 
	Section 3.01	Representations and warranties	5
	 	 	 
	Section 3.02	Status	5
	 	 	 
	Section 3.03	Powers and authority	6
	 	 	 
	Section 3.04	Legal validity	6
	 	 	 
	Section 3.05	Non-conflict	6
	 	 	 
	Section 3.06	Authorisations	6
	 	 	 
	Section 3.07	Registration	6
	 	 	 
	Section 3.08	Matters relating to the Shares	7
	 	 	 
	Section 3.09	Times for making representations	7
	 	 	 
	ARTICLE IV UNDERTAKINGS	7
	 	 	 
	Section 4.01	Negative pledge	7
	 	 	 
	Section 4.02	Further shares	7
	 	 	 
	Section 4.03	Appointment of directors	7
	 	 	 
	Section 4.04	No other exercise of rights	8
	 	 	 
	Section 4.05	Prior consent of Subordination Agent	8
	 	 	 
	Section 4.06	No inconsistent actions	8
	 	 	 
	ARTICLE V TRANSFER CONDITIONS	8
	 	 	 
	Section 5.01	Notice to Subordination Agent	8
	 	 	 
	Section 5.02	Transfer conditions	8
	 	 	 
	ARTICLE VI ASSIGNMENT	9
	 	 	 
	Section 6.01	Benefit and burden	9


 




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	Section 6.02	No assignment by the Shareholder	9
	 	 	 
	ARTICLE VII AMENDMENTS AND WAIVERS	9
	 	 	 
	Section 7.01	Procedure	9
	 	 	 
	Section 7.02	Waivers and remedies cumulative	9
	 	 	 
	ARTICLE VIII FURTHER PROVISIONS	10
	 	 	 
	Section 8.01	Severability	10
	 	 	 
	Section 8.02	Counterparts	10
	 	 	 
	Section 8.03	Further Assurance	10
	 	 	 
	ARTICLE IX NOTICES	10
	 	 	 
	Section 9.01	In writing	10
	 	 	 
	Section 9.02	Contact details	10
	 	 	 
	Section 9.03	Effectiveness	11
	 	 	 
	Section 9.04	Notice period	12
	 	 	 
	ARTICLE X LANGUAGE	12
	 	 
	ARTICLE XI GOVERNING LAW	12
	 	 	 
	Section 11.01	Governing Law	12
	 	 	 
	ARTICLE XII ENFORCEMENT	12
	 	 	 
	Section 12.01	Jurisdiction, Service of Process	12
	 	 	 
	Section 12.02	Waiver of immunity	13


 


	Schedule 1	Form of Option Notice
	 	 
	Schedule 2	Form of Certificate from Shareholder
	 	 
	Schedule 3	Form of Certificate from Relevant Transferee


 




    	 	- ii-	 



     


    

  


THIS CALL OPTION
AGREEMENT (this "Agreement") is dated as of          29
May                  2015 and made
between LATAM AIRLINES GROUP S.A. (formerly having the legal name LAN Airlines S.A. and doing business as LAN Airlines), a
corporation organised and existing under the laws of Chile whose principal place of business is at Edificio Huidobro, Avenida
Presidente Riesco 5711, piso 20, Las Condes, Santiago, Chile (the "Shareholder"); and Wilmington
Trust Company, not in its individual capacity but solely as Subordination Agent, acting through its offices at 1100 North
Market Street Wilmington, Delaware 19890, as Subordination Agent (in this capacity the "Subordination
Agent").


 


WHEREAS, the Shareholder
is the registered owner of the entire issued share capital of Parina Leasing Limited (the "Company"); and


 


WHEREAS, pursuant to
the Note Purchase Agreement, the noteholders have agreed to purchase the Equipment Notes, on the terms and subject to the conditions
contained therein; and


 


WHEREAS, it is a condition
precedent to the obligations of the Secured Parties pursuant to the Note Purchase Agreement that the Shareholder executes and delivers
this Agreement.


 


IT IS AGREED:


 


ARTICLE
I


 


DEFINITIONS
AND INTERPRETATION


 


Section 1.01         Definitions.
In this Agreement:


 


"Charge over
Shares" means the charge over the shares in the Lessor entered into or to be entered into on or about the date of the
Note Purchase Agreement by the Lessee in favor of the Subordination Agent.


 


"Charged Shares"
has the meaning given to it in the Charge over Shares.


 


"Completion
Costs" means all costs and expenses incurred by the Subordination Agent in connection with the completion of the acquisition
of the Shares pursuant to this Agreement, including without limitation, all legal fees.


 


"Completion
Date" means the date for completion of the transfer of the Shares, as specified in the relevant Option Notice (provided
that in the event of the Option Notice being served as a result of the occurrence of Option Event (c) or (d) such date shall be
a date falling on or after January 5, 2022), or such later date on which the Subordination Agent confirms that it has received
the documents and evidence specified in Sections ‎2.03 (Completion) and ‎5.02 (Transfer conditions).


 






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"Indenture"
means each indenture and security agreement relating to an Aircraft between the Company and the Loan Trustee, as the same may be
amended, supplemented or otherwise modified from time to time in accordance with its terms, including supplementation by an Indenture
Supplement pursuant to the Indenture.


 


"Indenture
Event of Default" has the meaning given to it in the Indentures.


 


"Option Consideration"
means in respect of the Shareholder, the release by the Subordination Agent of the Shareholder from all future obligations arising
under the Charge over Shares.


 


"Option Events"
means any of the following:


 


(a)          a
Change in Law in the Republic of Chile or the Cayman Islands which may adversely affect the validity or enforceability of the Charge
over Shares; and/or


 


(b)          the
occurrence of an Indenture Event of Default which is continuing; and/or


 


(c)          if
a Put Option Notice has not been served on or before July 5, 2021; and/or


 


(d)          if
a Put Option Notice has been served in accordance with the Put Option Agreement but Completion (as defined in the Put Option Agreement)
has not taken place in accordance with the Put Option Agreement.


 


"Option Notice"
means a notice from the Subordination Agent to the Shareholder served pursuant to Article II (Grant of Call Option)
in the form set out in ‎Schedule 1 (Form of Option Notice).


 


"Participation
Agreement" means each participation agreement relating to an Aircraft between, inter alios, the Shareholder, the
Company and the Loan Trustee (in the capacities therein described);


 


"Put Option
Agreement" means the put option agreement dated as of on or about the date hereof to be issued by the Administrator in
favor of the Shareholder in respect of, inter alia, the entire issued share capital of the Company.


 


"Put Option
Notice" has the meaning given to the term Option Notice in the Put Option Agreement.


 


"Shares"
means in respect of the Shareholder, the 100 fully paid-up ordinary shares of par value $1 in the capital of the Company being
the entire issued share capital of the Company.


 


"Transferee"
has the meaning given to it in Section ‎5.02 (Transfer conditions).


 


"Trustee Nominee"
means:


 


(a)          the
Administrator; or


 


(b)          any
financial institution or orphan charitable trust nominated by the Subordination Agent, in each case incorporated in a tax neutral
jurisdiction and, so long as no Indenture Event of Default has occurred, reasonably acceptable to the Company and the Shareholder.


 






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Section 1.02         Construction.


 


Unless otherwise defined
in this Agreement, capitalised terms used in this Agreement have the meaning given to them in the Note Purchase Agreement.


 


ARTICLE
II


 


GRANT OF CALL OPTION


 


Section 2.01         Grant
of Call Option. In consideration of the relevant Secured Parties agreeing to purchase the Equipment Notes and the sum of US$10
paid by the Subordination Agent to the Shareholder (receipt of which is hereby acknowledged), the Shareholder hereby grants the
Subordination Agent the option (exercisable at the discretion of the Subordination Agent in accordance with terms of this Agreement)
to require the Shareholder to transfer the Shares on the Completion Date, to the Subordination Agent or a Trustee Nominee (on behalf
of the Subordination Agent) for the Option Consideration.


 


Section 2.02         Service
of Option Notice.


 


(a)          The
Subordination Agent may, if instructed by the Controlling Party, serve an Option Notice on the Shareholder at any time after the
occurrence of an Option Event.


 


(b)          The
Completion Date shall be a Business Day specified in the Option Notice, which shall be at least ten (10) Business Days after the
date of service by the Subordination Agent of the Option Notice.


 


Section 2.03         Completion.


 


(a)          On
the Completion Date, the Shareholder shall transfer the Shares to the Subordination Agent or the Trustee Nominee with full title
guarantee and free and clear of all Liens (other than the Lien created pursuant to the Charge over Shares) and shall, on or before
the date hereof, deliver, or procure that there is delivered, to the Subordination Agent:


 


(i)          all
original share certificates issued by the Company at any time in respect of the Shares;


 


(ii)         a
blank and undated stock transfer form in respect of the Shares (in the form required by applicable law in the Cayman Islands) duly
executed by the Shareholder;


 






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(iii)        an
executed and undated letter of resignation and related letter of authorization from each director or alternate director of the
Company;


 


(iv)        a
memorandum signed by a director of the Company concerning the endorsement of a note of the Charge over Shares on the Register of
Members of the Company as more fully described in Section 3.3(d) of the Charge over Shares;


 


(v)         a
notice of share charge addressed by the Shareholder to the Company as more fully described in Section 3.3(e) of the Charge over
Shares;


 


(vi)        an
irrevocable shareholder proxy executed by the Shareholder in favor of the Subordination Agent as more fully described in Section
3.3(f) of the Charge over Shares;


 


(vii)       a
receipt for, or other evidence of payment of:


 


(A)         any
stamp duties or other documentary taxes payable in connection with the transfer of the Shares; and


 


(B)         all
other Taxes due and payable by the Company in any relevant jurisdiction prior to the Completion Date;


 


(viii)      a
resolution passed in accordance with the Articles of Association of the Company appointing as directors of the Company such persons
as may have been notified to the Shareholder by the Subordination Agent;


 


(ix)         all
corporate and financial records, minute books, registers and other documents, and all corporate seals, relating to the Company
or its business and held by (or on behalf of) the Shareholder;


 


(x)          a
certificate, in the form set out in ‎Schedule 2 (Form of Certificate from Shareholder) and signed by a duly authorised
officer of the Shareholder addressed to the Subordination Agent and, if applicable, to the Trustee Nominee, attaching a complete
list of all documents delivered to the Subordination Agent pursuant to this Section ‎2.03 (Completion) as
at the Completion Date; and


 


(xi)         such
other documents relating to the business or offices of the Company as the Subordination Agent may reasonably require.


 


(b)          The
Subordination Agent shall:


 


(i)          subject
to the satisfaction of the conditions set out in Section ‎5.02 (Transfer conditions);


 


(ii)         upon
receipt of and after verification of each document delivered to it pursuant to Section 2.03(a); and


 


(iii)        upon
receipt of the Completion Costs,


 






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release, in writing (and at the cost of
the Shareholder) the Shareholder from all future obligations arising after the Completion Date under the Charge over Shares.


 


(c)          A
certificate given by the Subordination Agent as to the amount of any Completion Costs shall, save in the case of manifest error,
be conclusive evidence of the matters so certified and shall be binding upon the Shareholder. Any such certificate shall contain
a reasonable explanation of the way in which the amounts to which it relates were calculated, together with reasonable supporting
evidence provided that in providing such a reasonable explanation and such evidence, the Subordination Agent shall not be
required to disclose any document or information relating to its (or any Secured Party’s) business or affairs which it considers
(in its bona fide opinion) to be of a confidential nature.


 


Section 2.04         Revocation
of Option Notice. Any Option Notice given by the Subordination Agent pursuant to Section ‎2.02 (Service
of Option Notice) may be revoked by the Subordination Agent in writing at any time prior to the Completion Date but shall,
until so revoked, constitute a binding contract (subject to Section ‎2.05 (Termination of call option) and
all other applicable terms of this Agreement) for the transfer of the Shares on the Completion Date. Any exercise or attempted
exercise by the Subordination Agent of an option to acquire the Shares which does not proceed to completion due to either (a) the
revocation by the Subordination Agent of the relevant Option Notice or (b) a failure by the Shareholder to produce any document
or to satisfy any condition required pursuant to Sections ‎2.03 (Completion) or ‎5.02 (Transfer
conditions) shall not preclude or prejudice any subsequent exercise by the Subordination Agent of the option granted pursuant
to this Agreement.


 


Section 2.05         Termination
of Call Option. The option granted to the Subordination Agent pursuant to this Agreement shall terminate upon:


 


(a)          the
final discharge in full of the "Secured Obligations" under or pursuant to the Financing Agreements relating to each Aircraft,
and provided no "Event of Default" pursuant to any Indenture has occurred and is continuing; or


 


(b)          the
occurrence of "Completion" as defined under the Put Option Agreement relating to the Shares.


 


ARTICLE
III


 


REPRESENTATIONS
AND WARRANTIES


 


Section 3.01         Representations
and warranties. The representations and warranties set out in this Article III (Representations and Warranties)
are made by the Shareholder in favor of the Subordination Agent.


 


Section 3.02         Status.


 


(a)          It
is a corporation, duly organised and validly existing under the laws of the Republic of Chile.


 






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(b)          It
has the power and authority to own its assets and carry on its business as it is being conducted and is duly qualified to do business
and is in good standing in each jurisdiction in which the failure so to qualify would materially adversely affect its business
or financial condition.


 


Section 3.03         Powers
and authority. It has the power to enter into and perform, and all necessary corporate, shareholder and other action has been
taken to authorise the entry into and performance of this Agreement, its obligations under this Agreement and the transactions
contemplated by this Agreement.


 


Section 3.04         Legal
validity.


 


(a)          This
Agreement has been duly executed and delivered by it and, assuming the due authorization, execution and delivery by the Subordination
Agent, constitutes its legal, valid and binding obligations, enforceable against it in accordance with its terms except as the
enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting
creditors' rights generally and by the application of general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).


 


(b)          Subject
to the requirements for notarisations and translations to which reference is made in the legal opinion of Philippi, Yrarrazaval,
Pulido & Brunner referred to in Section 3.01(g) of the Participation Agreement, this Agreement is in the proper form for its
enforcement in the jurisdiction of its incorporation.


 


Section 3.05         Non-conflict.
The entry into and performance by it of, and the transactions contemplated by, this Agreement does not:


 


(a)          conflict
with any Applicable Law applicable to it or any order of any Government Body or any judgment, order or decree of any court having
jurisdiction over it; or


 


(b)          conflict
with its By-Laws or constitutional documents (as applicable); or


 


(c)          conflict
with any document which is binding upon it or any of its assets.


 


Section 3.06         Authorisations.
All authorisations required by it in connection with the entry into, performance, validity and enforceability of, and the transactions
contemplated by, this Agreement have been obtained or effected (as appropriate) and are in full force and effect.


 


Section 3.07         Registration.
Except for the taking of any other action specified in any legal opinion, it is not necessary or advisable in order to ensure the
validity, effectiveness, enforceability and admissibility in evidence of this Agreement or to establish, perfect or protect the
rights and interests of the Subordination Agent under this Agreement that any filing, registration, recordation, notarisation or
other action be taken in the Shareholder’s jurisdiction of incorporation.


 






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Section 3.08         Matters
relating to the Shares.


 


(a)          The
Shares comprise the entire issued share capital of the Company and are paid up in full.


 


(b)          The
Shareholder is the legal and beneficial owner of all of the Shares, free and clear of all Liens (other than the Lien created pursuant
to the Charge over Shares).


 


Section 3.09         Shareholder
deliverables under the Charge over Shares. The Shareholder has delivered to the Subordination Agent, or shall deliver to the
Subordination Agent concurrently with the execution hereof, the items set forth in Section 3.3 of the Charge over Shares.


 


Section 3.10         Times
for making representations.


 


(a)          The
representations set out in this Article III (Representations and Warranties) are made on the date of this Agreement
and shall be repeated on the Completion Date, with reference to the facts and circumstances existing as at such time.


 


ARTICLE
IV


 


UNDERTAKINGS


 


Section 4.01        Negative
pledge. The Shareholder shall not, without the prior written consent of the Subordination Agent, sell, assign, transfer, charge,
pledge or encumber in any manner any of the Shares or agree to do any of the aforesaid or suffer to exist any Lien over any of
the Shares, in each case other than pursuant to the Charge over Shares or as expressly permitted pursuant to this Agreement and
the Put Option Agreement.


 


Section 4.02         Further
shares. The Shareholder shall not, without the prior written consent of the Subordination Agent, procure or authorise or, to
the extent within its control, permit the issue of any further shares in the Company and if any further such shares are issued
despite the provisions of this Section ‎4.02 (Further shares), the Shareholder shall procure that such further
shares are held on the terms of the Charge over Shares as if they were included in the Charged Shares and, at no cost to the Subordination
Agent, immediately procure the execution of:


 


(a)          documentation
necessary to charge such shares in accordance with the terms of the Charge over Shares in form and substance satisfactory to the
Subordination Agent and the share transfer forms and proxies referred to in Sections 3.4 (b) and (d) of the Charge over Shares
duly signed by the holders of such shares and promptly deliver them to the Subordination Agent; and


 


(b)          documentation
necessary to make such shares subject to an option, as set out in Article II (Grant of call option).


 


Section 4.03         Appointment
of directors. The Shareholder shall notify the Subordination Agent immediately upon the appointment of any further director
or officer or executive of the Company and promptly deliver to the Subordination Agent undated letters of resignation referred
to in Section 3. 4 (c) of the Charge over Shares duly signed by such persons.


 






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Section 4.04         No
other exercise of rights. The Shareholder hereby undertakes and covenants with the Subordination Agent that it shall not exercise
its rights as shareholder of the Company without the prior written consent of the Subordination Agent.


 


Section 4.05         Prior
consent of Subordination Agent. The Shareholder agrees with the Subordination Agent that it shall not give or cause to be given
directions to the directors of the Company or cause to be taken or take any other steps:


 


(a)          to
increase or consolidate, divide, cancel, reduce or otherwise alter the issued share capital of the Company after the date hereof;
or


 


(b)          to
sell, transfer, vary, transpose, assign, pledge, charge, mortgage, hypothecate, encumber or otherwise deal in any manner in any
of its issued shares in the capital of the Company (other than, in any such case, pursuant to this Agreement, the Put Option Agreement
or the Charge over Shares) to the extent it is within its control; or


 


(c)          to
amend, vary or substitute in any way whatsoever any of the provisions of the Memorandum of Association and/or the Articles of Association
of the Company,


 


without in each case first obtaining the
consent in writing of the Subordination Agent.


 


Section 4.06         No
inconsistent actions. The Shareholder hereby undertakes and covenants with the Subordination Agent that it shall not take any
action which is inconsistent with the obligations of the Company (and the rights of the Secured Parties) under the Financnig Agreement
relating to any Aircraft.


 


ARTICLE
V


 


TRANSFER
CONDITIONS


 


Section 5.01         Notice
to Subordination Agent. The Shareholder shall, upon service by it of a Put Option Notice, promptly send a copy of such Put
Option Notice to the Subordination Agent.


 


Section 5.02         Transfer
conditions. The following shall be conditions to any transfer of the Shares pursuant to this Agreement and the Put Option Agreement:


 


(a)          in
the case of the Put Option Agreement, no Option Notice shall have been served pursuant to this Agreement;


 


(b)          the
Subordination Agent shall have received, in form and substance satisfactory to it, a confirmation from:


 


(i)          the
Administrator (in the case of a transfer pursuant to the Put Option Agreement); or


 






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(ii)         the
Trustee Nominee (in the case of a transfer pursuant to this Agreement),


 


each a "Transferee" in the form
set out in ‎Schedule 3 (Form of Certificate from Relevant Transferee);


 


(c)          the
Subordination Agent shall have received, in form and substance satisfactory to it, an opinion from Maples and Calder, Cayman Islands
counsel, confirming that (i) title to the Shares has been validly transferred to the relevant Transferee, (ii) as at the date of
such transfer as a matter of Cayman Islands law the charge created by the Charge over Shares remains valid and enforceable notwithstanding
the transfer of the Shares to the relevant Transferee; and (iii) such Transferee’s title to the Shares is expressly subject
to the charge created by the Charge over Shares;


 


(d)          the
Subordination Agent shall have received each of the documents set out in Section 3.3 of the Charge over Shares executed by
the relevant Transferee or, as the case may be, each relevant director and officer; and


 


(e)          all
documents reasonably requested by any Secured Party or the Subordination Agent for the purposes of client verification or other
similar "know your client" procedures shall have been received by them and any such Secured Party shall have completed
such procedures to its satisfaction.


 


ARTICLE
VI


 


ASSIGNMENT


 


Section 6.01         Benefit
and burden. This Agreement shall be binding upon the Shareholder and its respective successors in title and shall enure for
the benefit of the Subordination Agent and its respective successors in title.


 


Section 6.02         No
assignment by the Shareholder. The Shareholder may not assign or transfer any of its rights or obligations under this Agreement
without the prior written consent of the Subordination Agent.


 


ARTICLE
VII


 


AMENDMENTS
AND WAIVERS


 


Section 7.01         Procedure.
Any term of this Agreement may be amended or waived with the agreement in writing of the Parties.


 


Section 7.02         Waivers
and remedies cumulative.


 


(a)          The
rights of the Subordination Agent under this Agreement:


 


(i)          may
be exercised as often as necessary;


 






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(ii)         are
cumulative and not exclusive of its rights under the general law; and


 


(iii)        may
be waived only in writing and specifically.


 


(b)          Delay
in exercising or non-exercise of any right is not a waiver of that right.


 


ARTICLE
VIII


 


FURTHER
PROVISIONS


 


Section 8.01         Severability.
If a term of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that will not affect:


 


(a)          the
legality, validity or enforceability in that jurisdiction of any other term of this Agreement; or


 


(b)          the
legality, validity or enforceability in other jurisdictions of that or any other term of this Agreement.


 


Section 8.02        Counterparts.
As between the Parties, this Agreement may be executed in any number of counterparts. This has the same effect as if the signatures
on the counterparts were on a single copy of this Agreement.


 


Section 8.03         Further
Assurance. The Shareholder agrees that it will from time to time do and perform such other and further acts and execute and
deliver such further documents to establish, maintain and protect the rights and remedies of the Subordination Agent and to carry
out the intent and purpose of this Agreement.


 


ARTICLE
IX


 


NOTICES


 


Section 9.01         In
writing.


 


(a)          Any
communication in connection with this Agreement shall be in writing and, unless otherwise stated, may be given in person, by post
or fax.


 


(b)          Unless
it is agreed to the contrary, any consent or agreement required under this Agreement shall be given in writing.


 


Section 9.02         Contact
details.


 


(a)          The
contact details of the Shareholder and the Subordination Agent for this purpose are as follows:


 





	Wilmington Trust Company	 



 






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	Address:	1100 North Market Street
	 	Wilmington, Delaware 19890
	 	 
	Attention: 	Corporate Trust Admin/Drew Davis
	 	 
	Reference: 	LATAM 2015-1 EETC
	 	 
	Telephone: 	+1 302-636-6182
	 	 
	Facsimile: 	+1 302-636-4140
	 	 
	E-mail: 	DHDavis@Wilmingtontrust.com


 


(it being agreed that electronic notification
shall not constitute notice under this Article IX (Notices))


 


	Address:  	LATAM Airlines Group S.A.
	 	Edificio Huidobro
	 	Avenida Presidente Riesco
	 	piso 20
	 	Las Condes
	 	Santiago
	 	Chile
	 	 
	Fax number:	+56 22 565 8764
	 	 
	Attention:	Senior Vice President Corporate Finance/General Counsel.
	 	 
	Email:	GrupoTesoreriaPagosChile_2@lanchile.com


 


(it being agreed that such electronic
notification shall not constitute notice under this Article IX (Notices))


 


(b)          Any
Party may change its contact details by giving five (5) Business Days' notice to the other Party.


 


(c)          Where
a Party nominates a particular department or officer to receive a communication, a communication will not be effective if it fails
to specify that department or officer.


 


Section 9.03         Effectiveness.


 


(a)          Except
as provided below, any communication in connection with this Agreement will be deemed to be given as follows:


 


(i)          if
delivered in person, at the time of delivery;


 






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(ii)         if
posted, five days after being deposited in the post, postage prepaid, in a correctly addressed envelope; and


 


(iii)        if
by fax, when received in legible form.


 


(b)          A
communication given under Section 9.03(a) above but received on a non-working day or after business hours in the place of
receipt will only be deemed to be given on the next working day in that place.


 


(c)          A
communication to the Subordination Agent will only be effective on actual receipt by it.


 


Section 9.04         Notice
period. Where any Financing Agreement specifies a minimum period of notice to be given to any Party, that Party shall, at its
discretion, accept a shorter notice period.


 


ARTICLE
X


 


LANGUAGE


 


(a)          Any
notice given in connection with this Agreement shall be in English.


 


(b)          Any
other document provided in connection with this Agreement shall be:


 


(i)          in
English; or


 


(ii)         (unless
the Subordination Agent otherwise agrees) accompanied by a certified English translation. In this case, the English translation
prevails unless the document is a statutory or other official document.


 


ARTICLE
XI


 


GOVERNING
LAW


 


Section 11.01         THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, UNITED STATES OF
AMERICA.


 


ARTICLE
XII


 


ENFORCEMENT


 


Section 12.01         Jurisdiction,
Service of Process. Any action or process against the any of the parties hereto with respect to this Agreement may be brought
in accordance with Section 7.10 of the Participation Agreement as if the same were repeated herein in full mutatis mutandis,
and the Company hereby consents to service of process as therein set forth.


 






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Section 12.02         Waiver
of immunity.


 


(a)          The
Shareholder irrevocably and unconditionally:


 


(i)          agrees
not to claim any immunity from proceedings brought by the Subordination Agent against it in relation to this Agreement and to ensure
that no such claim is made on its behalf;


 


(ii)         consents
generally to the giving of any relief or the issue of any process in connection with those proceedings; and


 


(iii)        waives
all rights of immunity in respect of it or its assets.


 


This Agreement has been entered
into on the date stated at the beginning of this Agreement.


 




    - 13- 


     


    

  


SCHEDULE 1


FORM OF OPTION NOTICE


 


		To:	[•]



 


		Date:	[•]



 


Dear Sirs,


 


PARINA LEASING LIMITED (the "Company")


 


We refer to the Call Option Agreement dated
as of _________________ 201[•] between us relating to the issued share capital of the Company (the "Call Option Agreement").


 


Terms defined in the Call Option Agreement
shall have the same meanings when used in this Notice.


 


We hereby give you notice, pursuant to
Article II (Grant of Call Option) of the Call Option Agreement, of our intention to exercise our option to acquire
the Shares.


 


The Completion Date will be [•], or
if such day is not a Business Day, the next succeeding Business Day.


 


[The entity to which the Shares should
be transferred is [full legal name (if not Subordination Agent)].]


 


The following individuals should be appointed
as directors of the Company with effect from the Completion Date: [full name of each director].


 


[The following individuals should be given
signing authority, with effect from the Completion Date, for all purposes in connection with the Company’s bank accounts:
[full name of each signatory].]


 


	 	Yours faithfully,
	 	 
	 	 
	 	For and on behalf of
	 	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent


 




    - 14- 


     


    




 


SCHEDULE 2


FORM OF CERTIFICATE FROM SHAREHOLDER


 


		To:	WILMINGTON TRUST COMPANY, not in its individual capacity
but solely as Subordination Agent
	 	 	 
	 	 	[and transferee if different]









 


		Date:	[•]



 


Dear Sirs,


 


PARINA LEASING LIMITED (the "Company")


 


We refer to the Call Option Agreement dated
as of ____________________ 201[•] between us relating to the issued share capital of the Company (the "Call Option
Agreement").


 


Terms defined in the Call Option Agreement
shall have the same meanings when used in this certificate.


 


We hereby represent and warrant that:


 


		1.	attached hereto is a complete list of all documents required
to be delivered to you pursuant to Sections 2.03 (Completion) and 5.02 (Transfer conditions) of the Call Option
Agreement;



 


		2.	the Shares constitute the entire issued fully paid up share
capital of the Company; and



 


		3.	the Company has not conducted any business other than in
accordance with its obligations under the Financing Agreements.



 


In consideration of Wilmington Trust Company,
not in its individual capacity but solely as Subordination Agent’s [name of transferee] (the "Transferee")
agreement to accept a transfer of the Shares and in consideration of the Option Consideration, we hereby, jointly and severally,
undertake to indemnify and hold the Transferee harmless on demand for any liability which the Transferee may suffer or incur as
a result of any of the foregoing representations and warranties being incorrect or misleading.


 


This certificate shall in all respects
by governed by, and construed in accordance with, the internal laws of the State of New York, United States of America.


 


	 	Yours faithfully,
	 	 
	 	 
	 	For and on behalf of
	 	LATAM Airlines Group S.A.


 



    - 15- 


     


    




 


We acknowledge receipt of the documents
listed in the attached schedule.


 


	 	Yours faithfully,
	 	 
	 	 
	 	For and on behalf of
	 	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent


 




    - 16- 


     


    

  


SCHEDULE 3


FORM OF CERTIFICATE FROM RELEVANT TRANSFEREE


 


To:Wilmington Trust Company, not in
its individual capacity but solely as Subordination Agent


 


Date:[•]


 


Dear Sirs,


 


PARINA LEASING LIMITED (the "Company")


 


We refer to the Call Option Agreement dated
as of ______________________ 201[•] between [•] and you relating to the issued share capital of the Company (the "Call
Option Agreement").


 


Terms defined in the Call Option Agreement
shall have the same meanings when used in this certificate.


 


We hereby acknowledge and agree that our
rights in respect of the Shares transferred to us pursuant to the [Call Option Agreement] [Put Option Agreement] are expressly
subject to the security constituted in your favor pursuant to the Charge over Shares.


 


This certificate shall in all respects
by governed by, and construed in accordance with, the internal laws of the State of New York, United States of America.


 


	 	Yours faithfully,
	 	 
	 	 
	 	For and on behalf of
	 	[•]
	 	 
	 	Acknowledged and agreed:
	 	 
	 	 
	 	For and on behalf of
	 	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent


 




    - 17- 


     


    

  


Execution
Page


 


Call
Option Agreement – PARINA LEASING LIMITED


 


	 	THE SHAREHOLDER
	 	 
	 	LATAM AIRLINES GROUP S.A.
	 	 
	 	By:	/s/ Pilar Duarte
	 	 	Title: Authorized Signatory
	 	 	 
	 	THE SUBORDINATION AGENT
	 	 
	 	WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent
	 	 	 
	 	By:	/s/ Drew H. Davis
	 	 	Title: Assistant Vice President