Exhibit 4.3


 


TRUST SUPPLEMENT NO. 2015-1B


 


Dated as of May 29, 2015


 


between


 


LATAM AIRLINES GROUP S.A.,


 


and


 


WILMINGTON TRUST COMPANY,


 


as Trustee,


 


to


 


PASS THROUGH TRUST AGREEMENT


Dated as of May 29, 2015


 


LATAM Pass Through Trust 2015-1B


LATAM Pass Through Certificates, Series
2015-1B


 




     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	ARTICLE I DEFINITIONS	2
	Section 1.01	Definitions	2
	 	 	 
	ARTICLE II DECLARATION OF TRUST	12
	Section 2.01	Declaration of Trust	12
	Section 2.02	Permitted Activities	12
	 	 	 
	ARTICLE III THE CERTIFICATES	12
	Section 3.01	The Certificates	12
	Section 3.02	Terms and Conditions	12
	 	 	 
	ARTICLE IV ISSUANCE AND TRANSFER OF THE CLASS B CERTIFICATES	14
	Section 4.01	Issuance of Class B Certificates	14
	Section 4.02	Restrictive Legends	16
	Section 4.03	Amendment of Sections 3.04 and 3.05 of the Basic Agreement	18
	Section 4.04	Transfer and Exchange	18
	Section 4.05	Book-Entry Provisions for Global Certificates and Global Exchange Certificates	19
	Section 4.06	Special Transfer Provisions	21
	 	 	 
	ARTICLE V DISTRIBUTION; STATEMENTS TO CERTIFICATEHOLDERS	23
	Section 5.01	Statements to Certificateholders	23
	 	 	 
	ARTICLE VI DEFAULT	25
	Section 6.01	Purchase Rights of Certificateholders	25
	 	 	 
	ARTICLE VII THE TRUSTEE	28
	Section 7.01	Delivery of Documents; Delivery Dates	28
	Section 7.02	Withdrawal of Deposits	29
	Section 7.03	The Trustee	30
	Section 7.04	Representations and Warranties of the Trustee	30
	Section 7.05	Trustee Liens	31
	 	 	 
	ARTICLE VIII ADDITIONAL AMENDMENT; SUPPLEMENTAL AGREEMENTS	31
	Section 8.01	Amendment of Section 5.02 of the Basic Agreement	31
	Section 8.02	Supplemental Agreements Without Consent of Class B Certificateholders	32
	Section 8.03	Supplemental Agreements with Consent of Class B Certificateholders	32
	Section 8.04	Consent of Holders of Certificates Issued under Other Trusts	33
	 	 	 
	ARTICLE IX MISCELLANEOUS PROVISIONS	33
	Section 9.01	Final Termination Date	33
	Section 9.02	Basic Agreement Ratified	33


 




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	Section 9.03	Governing Law	33
	Section 9.04	Counterparts	33
	Section 9.05	Intention of Parties	34
	Section 9.06	Agent for Service of Process; Submission to Jurisdiction	34


 


EXHIBITS


	Exhibit A	-	Form of Certificate
	Exhibit B	-	DTC Letter of Representations
	Exhibit C	-	Form of Certificate to be Delivered in Connection with Transfers of Certificates Pursuant to Regulation S


 




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TRUST SUPPLEMENT NO. 2015-1B


 


This TRUST SUPPLEMENT NO. 2015-1B, dated
as of May 29, 2015 (as amended from time to time, the “Trust Supplement”), between LATAM AIRLINES GROUP S.A.,
an open stock corporation (sociedad anónima abierta) organized under the laws of the Republic of Chile (together
with any successor in interest pursuant to Section 5.02 of the Basic Agreement, the “Company” or “LATAM”)
and WILMINGTON TRUST COMPANY, a Delaware trust company, not in its individual capacity but solely as trustee (together with any
successor in interest and any successor or other trustee appointed as provided in the Basic Agreement, the “Trustee”)
under the Pass Through Trust Agreement, dated as of May 29, 2015, between the Company and the Trustee (the “Basic
Agreement”).


 


WITNESSETH:


 


WHEREAS, the Basic Agreement, which is unlimited
as to the aggregate face amount of Certificates that may be issued and authenticated thereunder, has heretofore been executed and
delivered;


 


WHEREAS, the Company has obtained commitments
from the Manufacturers pursuant to the Aircraft Purchase Agreements for the delivery scheduled between July 2015 and March 2016
of eleven new Airbus A321-200 aircraft, two new Airbus A350-900 aircraft and four new Boeing 787-9 aircraft and (i) the 2015 Narrowbody
Owner wishes to finance pursuant to the NPA the Airbus A321-200 aircraft that will be delivered during 2015 (the “2015
Narrowbody Aircraft”), (ii) the 2016 Narrowbody Owner wishes to finance pursuant to the NPA the Airbus A321-200 aircraft
that will be delivered during 2016 (the “2016 Narrowbody Aircraft” and, together with the 2015 Narrowbody Aircraft,
the “Narrowbody Aircraft”), (iii) the 2015 Widebody Owner wishes to finance pursuant to the NPA the Boeing 787-9
aircraft and the Airbus A350-900 aircraft that will be delivered during 2015 (the “2015 Widebody Aircraft”)
and (iv) the 2016 Widebody Owner wishes to finance pursuant to the NPA the Boeing 787-9 aircraft and the Airbus A350-900 aircraft
that will be delivered during 2016 (the “2016 Widebody Aircraft” and, together with the 2015 Widebody Aircraft,
the “Widebody Aircraft” and, the Widebody Aircraft collectively with the Narrowbody Aircraft, the “Aircraft”
and each an “Aircraft”);


 


WHEREAS, with respect to each Aircraft, the
applicable Owner will issue pursuant to an Indenture on a recourse basis Equipment Notes to finance a portion of the purchase price
of such Aircraft;


 


WHEREAS, the Trustee shall hereby declare
the creation of the Class B Trust (as defined below) for the benefit of Holders of the Class B Certificates (as defined below)
to be issued in respect of such Class B Trust, and the initial Holders of the Class B Certificates, as grantors of such Class B
Trust, by their respective acceptances of the Class B Certificates, shall join in the creation of the Class B Trust with the Trustee;


 


WHEREAS, all Certificates to be issued by
the Class B Trust will evidence Fractional Undivided Interests in the Class B Trust and will have no rights, benefits or interests
in respect of any other separate Trust or the property held therein;


 




     


     


    

 


WHEREAS, the Escrow Agent and the Initial
Purchasers have contemporaneously herewith entered into an Escrow Agreement with the Escrow Paying Agent pursuant to which the
Initial Purchasers will deliver to the Escrow Agent the proceeds from the sale of the Class B Certificates, and have irrevocably
instructed the Escrow Agent to withdraw and pay funds from such proceeds upon request and proper certification by the Trustee to
purchase Series B Equipment Notes pursuant to the NPA and the applicable Participation Agreements from time to time prior to the
Delivery Period Termination Date;


 


WHEREAS, the Escrow Agent on behalf of the
Class B Certificateholders has contemporaneously herewith entered into a Deposit Agreement with the Depositary under which the
Deposits referred to therein will be made and from which Deposits it will withdraw funds to allow the Trustee to purchase Series
B Equipment Notes from time to time prior to the Delivery Period Termination Date;


 


WHEREAS, pursuant to the terms and conditions
of the Basic Agreement, as supplemented by this Trust Supplement, the NPA and the Participation Agreements, the Trustee on behalf
of the Class B Trust shall from time to time purchase the Series B Equipment Notes issued by the Company pursuant to the Indentures
related to the Aircraft having the identical interest rate as, and final maturity dates not later than the final expected Regular
Distribution Date of, the Class B Certificates issued hereunder and shall hold such Series B Equipment Notes in trust for the benefit
of the Class B Certificateholders;


 


WHEREAS, pursuant to the terms and conditions
of the Intercreditor Agreement referred to in Section 3.02(i) hereof, the Trustee and the other parties thereto will
agree to the terms of subordination set forth therein;


 


WHEREAS, all of the conditions and requirements
necessary to make this Trust Supplement, when duly executed and delivered, a valid, binding and legal instrument in accordance
with its terms and for the purposes herein expressed, have been done, performed and fulfilled, and the execution and delivery of
this Trust Supplement in the form and with the terms hereof have been in all respects duly authorized; and


 


WHEREAS, upon the occurrence of a Registration
Event, the Basic Agreement, as supplemented by this Trust Supplement, shall become subject to the provisions of the Trust Indenture
Act and shall, to the extent applicable, be governed by such provisions;


 


NOW, THEREFORE, in consideration of the mutual
agreements herein contained, and of other good and valuable consideration the receipt and adequacy of which are hereby acknowledged,
the parties hereto agree as follows:


 


ARTICLE
I



DEFINITIONS


 


Section 1.01         Definitions.
Unless otherwise specified herein or the context otherwise requires, capitalized terms used but not defined herein, including
in the recitals hereto, shall have the respective meanings set forth, and shall be construed and interpreted in the manner described,
in the Basic Agreement. As used herein, the term “Agreement” shall mean the Basic Agreement, as supplemented
by this Trust Supplement. For all purposes of the Basic Agreement as supplemented by this Trust Supplement, the following capitalized
terms have the following meanings (any term used herein which is defined in both this Trust Supplement and the Basic Agreement
shall have the meaning assigned thereto in this Trust Supplement for purposes of the Basic Agreement as supplemented by this Trust
Supplement).


 




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2015 Narrowbody Aircraft:
Has the meaning specified in the preamble to this Trust Supplement.


 


2015 Narrowbody Owner:
Has the meaning ascribed thereto in the NPA.


 


2015 Widebody Aircraft:
Has the meaning specified in the preamble to this Trust Supplement.


 


2015 Widebody Owner: Has
the meaning ascribed thereto in the NPA.


 


2016 Narrowbody Aircraft:
Has the meaning specified in the preamble to this Trust Supplement.


 


2016 Narrowbody Owner:
Has the meaning ascribed thereto in the NPA.


 


2016 Widebody Aircraft:
Has the meaning specified in the preamble to this Trust Supplement.


 


2016 Widebody Owner: Has
the meaning ascribed thereto in the NPA.


 


Accounts: Has the meaning
ascribed thereto in the Deposit Agreement.


 


Additional Certificateholder:
Has the meaning specified in the Intercreditor Agreement.


 


Additional Certificates:
Has the meaning specified in the Intercreditor Agreement.


 


Additional Equipment Note:
Has the meaning specified in the Intercreditor Agreement.


 


Additional Trust: Has the
meaning specified in the Intercreditor Agreement.


 


Additional Trust Agreement:
Has the meaning specified in the Intercreditor Agreement.


 


Affiliate: Has the meaning
specified in the Intercreditor Agreement.


 


Agreement: Has the meaning
specified in the first paragraph of Section 1.01 of this Trust Supplement.


 


Aircraft: Means each 2015
Narrowbody Aircraft, 2016 Narrowbody Aircraft, 2015 Widebody Aircraft and 2016 Widebody Aircraft.


 




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Aircraft Purchase Agreement:
Has the meaning specified in the NPA.


 


Applicable Funding Date:
Has the meaning specified in Section 7.01(b) of this Trust Supplement.


 


Applicable Notice of Purchase
Withdrawal: Has the meaning specified in the Escrow Agreement.


 


Applicable Participation Agreement:
Has the meaning specified in Section 7.01(b) of this Trust Supplement.


 


Basic Agreement: Has the
meaning specified in the preamble to this Trust Supplement.


 


Business Day: Has the meaning
specified in the Basic Agreement.


 


Certificate: Means a Class
A Certificate or a Class B Certificate, as applicable.


 


Certificate Buy-Out Event:
Has the meaning specified in the Intercreditor Agreement.


 


Certificateholder: Means,
with respect to any Class of Certificates, the Person in whose name a Certificate is registered in the Register for the Certificates
of such Class.


 


Class: Has the meaning
specified in the Intercreditor Agreement.


 


Class A Certificateholder:
Has the meaning specified in the Intercreditor Agreement.


 


Class A Certificates: Has
the meaning specified in the Intercreditor Agreement.


 


Class A Trust: Has the
meaning specified in the Intercreditor Agreement.


 


Class A Trust Agreement:
Has the meaning specified in the Intercreditor Agreement.


 


Class A Trustee: Has the
meaning specified in the Intercreditor Agreement.


 


Class B Certificateholder:
Means, at any time, any Certificateholder of one or more Class B Certificates.


 


Class B Certificates: Has
the meaning specified in Section 3.01 of this Trust Supplement.


 


Class B Liquidity Facility:
Has the meaning specified in the Intercreditor Agreement.


 


Class B Liquidity Provider:
Has the meaning specified in the Intercreditor Agreement.


 




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Class B Trust: Has the
meaning specified in Section 2.01 of this Trust Supplement.


 


Clearstream: Means Clearstream
Banking, société anonyme.


 


Code: Means the Internal
Revenue Code of 1986, as amended.


 


Company: Has the meaning
specified in the preamble to this Trust Supplement.


 


Corporate Trust Office:
Has the meaning specified in the Intercreditor Agreement.


 


Cut-off Date: Has the meaning
specified in Section 3.02(b) of this Trust Supplement.


 


Definitive Certificates:
Has the meaning specified in Section 4.01(d) of this Trust Supplement.


 


Definitive Exchange Certificates:
Has the meaning specified in Section 4.01(d) of this Trust Supplement.


 


Delivery Period Termination
Date: Has the meaning specified in the NPA.


 


Deposit Agreement: Means,
subject to Section 5 of the NPA, the Deposit Agreement (Class B), dated as of the date hereof, relating to the Class B Certificates
between the Depositary and the Escrow Agent, as the same may be amended, supplemented or otherwise modified from time to time in
accordance with its terms.


 


Depositary: Means, subject
to Section 5 of the NPA, Natixis, acting through its New York Branch.


 


Deposits: Has the meaning
specified in the Deposit Agreement.


 


Distribution Compliance Period:
Has the meaning specified in Section 4.01(c) of this Trust Supplement.


 


Distribution Date: Means
a Regular Distribution Date or a Special Distribution Date.


 


DTC: Has the meaning specified
in Section 3.02(f) of this Trust Supplement.


 


DTC Participants: Has the
meaning specified in Section 4.01(b) of this Trust Supplement.


 


Equipment Notes: Has the
meaning specified in the Intercreditor Agreement.


 


ERISA: Means the United
States Employee Retirement Income Security Act of 1974, as amended.


 




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Escrow Agent: Means, initially,
Wilmington Trust, National Association, a national banking association, and any replacement or successor therefor appointed in
accordance with the Escrow Agreement.


 


Escrow Agreement: Means
the Escrow and Paying Agent Agreement (Class B), dated as of the date hereof, relating to the Class B Certificates, among the Escrow
Agent, the Escrow Paying Agent, the Trustee and the Initial Purchasers, as the same may be amended, supplemented or otherwise modified
from time to time in accordance with its terms.


 


Escrow Paying Agent: Means
the “Paying Agent” as defined in the Escrow Agreement.


 


Escrow Period Termination Date:
Has the meaning specified in Section 5.01(c)(i) of this Trust Supplement.


 


Escrow Receipt: Means a
receipt substantially in the form annexed to the Escrow Agreement representing a fractional undivided interest in the funds held
in escrow thereunder.


 


Euroclear: Means the Euroclear
Bank, S.A./N.V., as operator of the Euroclear system.


 


Event of Default: With
respect to any Indenture, has the meaning specified in Section 4.01 of such Indenture.


 


Event of Loss Withdrawal:
Has the meaning specified in the Escrow Agreement.


 


Exchange Certificates:
Has the meaning specified in Section 3.01 of this Trust Supplement.


 


Exchange Offer: Has the
meaning specified in the Registration Rights Agreement.


 


Exchange Offer Registration
Statement: Has the meaning specified in the Registration Rights Agreement.


 


Final Withdrawal: Has the
meaning specified in the Escrow Agreement.


 


Final Withdrawal Date:
Has the meaning specified in the Escrow Agreement.


 


Fractional Undivided Interest:
Has the meaning specified in the Intercreditor Agreement.


 


Funding Date: Has the meaning
specified in the NPA.


 


Funding Notice: Has the
meaning specified in the NPA.


 




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Global Certificate: Has
the meaning specified in Section 4.01(b) of this Trust Supplement.


 


Global Exchange Certificate:
Has the meaning specified in Section 4.01(f) of this Trust Supplement.


 


Holder: Means a Certificateholder.


 


Indenture: Has the meaning
specified in the Intercreditor Agreement.


 


Indirect Participants:
Has the meaning specified in Section 4.01(b) of this Trust Supplement.


 


Initial Certificates: Has
the meaning specified in Section 3.01 of this Trust Supplement.


 


Initial Purchasers: Means,
collectively, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Natixis Securities Americas
LLC.


 


Intercreditor Agreement:
Has the meaning specified in Section 3.02(i) of this Trust Supplement.


 


Issuance Date: Has the
meaning specified in Section 7.01(a) of this Trust Supplement.


 


LATAM: Has the meaning
specified in the preamble to this Trust Supplement.


 


Lease: Has the meaning
specified in the NPA.


 


Liquidity Provider: Has
the meaning specified in the Intercreditor Agreement.


 


Loan Trustee: Means, with
respect to any Indenture, the bank, trust company or other financial institution designated as loan trustee thereunder, and any
successor to such loan trustee.


 


Manufacturer: Has the meaning
specified in the NPA.


 


Non-U.S. Person: Means
a Person that is not a “U.S. Person” as defined in Regulation S.


 


Note Documents: Means,
collectively, the Equipment Notes, the Participation Agreements, the Indentures, each Indenture Supplement (as defined in any Indenture),
the NPA, the Leases, the Purchase Agreement Assignments (as defined in the Leases) and, if any Guarantor has guaranteed any obligations
of the Company or any Owner under any such Equipment Notes or Leases, the related Guarantee.


 


Notice of Purchase Withdrawal:
Has the meaning specified in the Deposit Agreement.


 




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NPA: Means the Note Purchase
Agreement, dated as of the date hereof, among the Trustee, the Class A Trustee, each of the Owners, the Company, the Escrow Agent,
the Escrow Paying Agent, the Subordination Agent and MaplesFS Limited, as put and call trustee, providing for, among other things,
the purchase of Series B Equipment Notes by the Trustee on behalf of the Class B Trust, as the same may be amended, supplemented
or otherwise modified from time to time, in accordance with its terms.


 


Officer’s Certificate:
Means a certificate signed, (a) in the case of the Company, by the Chairman or Vice Chairman of the Board of Directors, the President,
any Executive Vice President, any Senior Vice President, any Vice President, Treasurer or Assistant Treasurer of the Company, or
(b) in the case of the Trustee or the Loan Trustee, a Responsible Officer of the Trustee or such Loan Trustee, as the case may
be.


 


Offering Memorandum: Means
the Offering Memorandum dated May 14, 2015 relating to the offering of the Class A Certificates and the Class B Certificates.


 


Operative Agreements: Has
the meaning specified in the Intercreditor Agreement.


 


Other Agreements: Means
(i) the Class A Trust Agreement, (ii) the Basic Agreement as supplemented by a Trust Supplement (as defined in the Basic Agreement)
relating to any Additional Trust and (iii) the Basic Agreement as supplemented by a Trust Supplement (as defined in the Basic Agreement)
relating to any Refinancing Trust.


 


Other Trustees: Means the
trustees under the Other Agreements, and any successor or other trustee appointed as provided therein.


 


Other Trusts: Means the
Class B Trust, any Additional Trust or Trusts, or any Refinancing Trust or Trusts, in each case created by the applicable Other
Agreement.


 


Participation Agreement:
Has the meaning specified in the Intercreditor Agreement.


 


Paying Agent: Means, with
respect to the Class B Certificates, the paying agent maintained and appointed for such Class B Certificates pursuant to Section
7.12 of the Basic Agreement.


 


Person: Means any individual,
corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, trustee, unincorporated
organization or government or any agency or political subdivision thereof.


 


Plan: Means a retirement
plan or other employee benefit plan or arrangement, including for this purpose an individual retirement account, annuity or Keogh
plan, that is subject to Title I of ERISA or Section 4975 of the Code, or such a plan or arrangement which is a foreign, church
or governmental plan or arrangement exempt from Title I of ERISA and Section 4975 of the Code but subject to a Similar Law.


 




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Pool Balance: Means, as
of any date, (i) the original aggregate face amount of the Class B Certificates less (ii) the aggregate amount of all distributions
made as of such date in respect of the Class B Certificates or in respect of Deposits other than distributions made in respect
of interest or Premium or reimbursement of any costs or expenses incurred in connection therewith. The Pool Balance as of any date
shall be computed after giving effect to any distribution with respect to unused Deposits, the payment of principal, if any, of
the Series B Equipment Notes or payment with respect to other Trust Property and the distribution thereof to be made on such date.


 


Pool Factor: Means, as
of any Distribution Date, the quotient (rounded to the seventh decimal place) computed by dividing (i) the Pool Balance by (ii)
the original aggregate face amount of the Class B Certificates. The Pool Factor as of any Distribution Date shall be computed after
giving effect to any distribution with respect to unused Deposits, payment of principal, if any, of the Series B Equipment Notes
or payment with respect to other Trust Property and the distribution thereof to be made on that date.


 


Premium: Has the meaning
specified in the Intercreditor Agreement.


 


Purchase Agreement: Means
the Certificate Purchase Agreement dated May 14, 2015 among the Initial Purchasers, the Company, the Owners and the Depositary,
providing for, among other things, the purchase of the Class B Certificates by the Initial Purchasers, as the same may be amended,
supplemented or otherwise modified from time to time in accordance with its terms.


 


QIB: Means a “qualified
institutional buyer” as defined in Rule 144A.


 


Rating Agencies: Has the
meaning specified in the Intercreditor Agreement.


 


Refinancing Certificateholders:
Has the meaning specified in the Intercreditor Agreement.


 


Refinancing Certificates:
Has the meaning specified in the Intercreditor Agreement.


 


Refinancing Equipment Notes:
Has the meaning specified in the Intercreditor Agreement.


 


Refinancing Trust: Has
the meaning specified in the Intercreditor Agreement.


 


Refinancing Trust Agreement:
Has the meaning specified in the Intercreditor Agreement.


 


Register: Has the meaning
specified in Section 4.04 of this Trust Supplement.


 


Registrar: Has the meaning
specified in Section 4.04 of this Trust Supplement.


 


Registration Event: Has
the meaning specified in Exhibit A of this Trust Supplement.


 




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Registration Rights Agreement:
Means the Registration Rights Agreement relating to the Class B Certificates, dated May 29, 2015, among the Company, the Initial
Purchasers and the Trustee. 


 


Regular Distribution Date:
Has the meaning specified in Section 3.02(c) of this Trust Supplement.


 


Regulation S: Means Regulation
S under the Securities Act.


 


Regulation S Definitive Certificates:
Has the meaning specified in Section 4.01(d) of this Trust Supplement.


 


Regulation S Global Certificates:
Has the meaning specified in Section 4.01(c) of this Trust Supplement.


 


Replacement Depositary:
Has the meaning specified in the NPA.


 


Replacement Depositary Agreement:
Has the meaning specified in the NPA.


 


Replacement Liquidity Facility:
Has the meaning specified in the Intercreditor Agreement.


 


Replacement Liquidity Provider:
Has the meaning specified in the Intercreditor Agreement.


 


Responsible Officer: Has
the meaning specified in the Intercreditor Agreement.


 


Restricted Definitive Certificates:
Has the meaning specified in Section 4.01(d) of this Trust Supplement.


 


Restricted Global Certificates:
Has the meaning specified in Section 4.01(b) of this Trust Supplement.


 


Restricted Legend: Has
the meaning specified in Section 4.02(a) of this Trust Supplement.


 


Rule 144A: Means Rule 144A
under the Securities Act.


 


Scheduled Payment: Has
the meaning specified in the Intercreditor Agreement.


 


Securities Act: Means the
United States Securities Act of 1933, as amended.


 


Series B Equipment Notes:
Has the meaning specified in the Intercreditor Agreement.


 


Shelf Registration Statement:
Has the meaning specified in the Registration Rights Agreement.


 




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Similar Law: Means a foreign,
federal, state, or local law which is substantially similar to the prohibited transaction provisions of Title I of ERISA or Section
4975 of the Code.


 


Special Distribution Date:
Means, with respect to the Class B Certificates, each date on which a Special Payment is to be distributed as specified in this
Agreement.


 


Special Payment: Means
any payment (other than a Scheduled Payment) in respect of, or any proceeds of, any Equipment Note or the Collateral (as defined
in any Indenture).


 


Special Payments Account:
Means, with respect to the Class B Certificates, the account or accounts created and maintained for such series pursuant to Section
4.01(b) of the Basic Agreement (as modified by Section 7.01(c) of this Trust Supplement) and this Trust Supplement.


 


Subordination Agent: Has
the meaning specified in the Intercreditor Agreement.


 


Triggering Event: Has the
meaning specified in the Intercreditor Agreement.


 


Trust: Means the Class
A Trust or the Class B Trust, as applicable.


 


Trust Indenture Act: Means
the United States Trust Indenture Act of 1939, as amended.


 


Trustee: Has the meaning
specified in the preamble to this Trust Supplement.


 


Trust Property: Means (i)
subject to the Intercreditor Agreement, the Series B Equipment Notes held as the property of the Class B Trust, all monies at any
time paid thereon and all monies due and to become due thereunder, (ii) funds from time to time deposited in the Certificate Account
and the Special Payments Account and, subject to the Intercreditor Agreement, any proceeds from the sale by the Trustee pursuant
to Article VI of the Basic Agreement of any Equipment Notes and (iii) all rights of the Class B Trust and the Trustee, on behalf
of the Class B Trust, under the Intercreditor Agreement, the Escrow Agreement, the NPA and the Class B Liquidity Facility, including,
without limitation, all rights to receive certain payments thereunder, and all monies paid to the Trustee on behalf of the Class
B Trust pursuant to the Intercreditor Agreement or the Class B Liquidity Facility, provided, that rights with respect to
the Deposits or under the Escrow Agreement, except for the right to direct withdrawals for the purchase of Series B Equipment Notes
to be held herein, will not constitute Trust Property.


 


Trust Supplement: Has the
meaning specified in the preamble to this Trust Supplement.


 


Withdrawal Certificate:
Has the meaning specified in the Escrow Agreement.


 




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ARTICLE
II



DECLARATION OF TRUST


 


Section 2.01         Declaration
of Trust. The Trustee hereby declares the creation of a Trust, designated the “LATAM Pass
Through Trust 2015-1B” (the “Class B Trust”), for the benefit of the Holders of the Class B Certificates
to be issued in respect of such Class B Trust, and the initial Holders of the Class B Certificates, as grantors of such Class
B Trust, by their respective acceptances of the Class B Certificates, join in the creation of such Class B Trust with the Trustee.
The Trustee, by the execution and delivery of this Trust Supplement, acknowledges its acceptance of all right, title and interest
in and to the Trust Property to be acquired pursuant to Section 7.01(b) of this Trust Supplement, the NPA and the
Participation Agreements and the Trustee will hold such right, title and interest for the benefit of all present and future Holders
of the Class B Certificates, upon the trusts set forth in the Basic Agreement and this Trust Supplement. The provisions of this
Section 2.01 supersede and replace the provisions of Sections 2.03 of the Basic Agreement, with respect to the Class B
Trust.


 


Section 2.02         Permitted
Activities. The Class B Trust may only engage in the transactions contemplated by the Operative
Agreements, subject to Section 9.05 of this Trust Supplement.


 


ARTICLE
III



THE CERTIFICATES


 


Section 3.01         The
Certificates. There is hereby created a series of Certificates to be issued under this Agreement
designated as “LATAM Pass Through Certificates, Series 2015-1B” (the “Initial Certificates”). The
exchange certificates which may be issued and offered in exchange for the Initial Certificates pursuant to the Registration Rights
Agreement shall be known as the “LATAM Exchange Pass Through Certificates, Series 2015-1B” (the “Exchange
Certificates”). The Initial Certificates and the Exchange Certificates are hereinafter defined as the “Class
B Certificates”. Each Class B Certificate represents a Fractional Undivided Interest in the Class B Trust created hereby.
The Class B Certificates shall be the only instruments evidencing a Fractional Undivided Interest in the Class B Trust. The Class
B Certificates do not represent indebtedness of the Class B Trust, and references herein to interest accruing on the Class B Certificates
are included for purposes of computation only.


 


Section 3.02         Terms
and Conditions. The terms and conditions applicable to the Class B Certificates and the Class
B Trust are as follows:


 


(a)  The aggregate face amount of
the Class B Certificates that may be authenticated and delivered under this Agreement (except for Class B Certificates authenticated
and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Class B Certificates pursuant to Sections
3.03, 3.04, 3.05 and 3.06 of the Basic Agreement and Section 4.05 of this Trust Supplement) is $175,610,000.


 




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(b)  The Cut-off Date (the “Cut-off
Date”) is the earlier of (i) the day after the Delivery Period Termination Date, and (ii) the date on which a Triggering
Event occurs.


 


(c)  The distribution dates with
respect to any payment of Scheduled Payments (each such distribution date, a “Regular Distribution Date”) shall
be each February 15, May 15, August 15 and November 15, commencing on August 15, 2015, until payment of all of the Scheduled Payments
to be made under the Equipment Notes has been made; provided, however, that, if any such day shall not be a Business
Day, the related distribution shall be made on the next succeeding Business Day without additional interest.


 


(d)  The Special Distribution Date
with respect to the Class B Certificates means any Business Day on which a Special Payment is to be distributed pursuant to this
Agreement.


 


(e)  At the Escrow Agent’s
request under the Escrow Agreement, the Trustee shall affix the corresponding Escrow Receipt to each Class B Certificate. In any
event, any transfer or exchange of any Class B Certificate shall also effect a transfer or exchange of the related Escrow Receipt.
Prior to the Final Withdrawal Date, no transfer or exchange of any Class B Certificate shall be permitted unless the corresponding
Escrow Receipt is attached thereto and also is so transferred or exchanged. By acceptance of any Class B Certificate to which an
Escrow Receipt is attached, each holder of such a Class B Certificate acknowledges and accepts the restrictions on transfer of
the Escrow Receipt as set forth herein, in such Escrow Receipt, and in the Escrow Agreement.


 


(f)  The Class B Certificates shall
be in the form attached hereto as Exhibit A, shall be Book-Entry Certificates (subject to Section 3.05(d) of the Basic Agreement
and Section 4.05 of this Trust Supplement), and shall be subject to the conditions set forth in the Letter of Representations
delivered by the Class B Trust to The Depository Trust Company and any successor agency thereto (“DTC”), as
initial Clearing Agency, attached hereto as Exhibit B.


 


(g)  The proceeds of the offering
of Class B Certificates issued by the Class B Trust and related Escrow Receipts shall be deposited in the Accounts and shall be
used in accordance with the Escrow Agreement, the Deposit Agreement and the NPA to acquire from time to time the Series B Equipment
Notes described in Schedule III to the NPA that relate to the Aircraft and to the Note Documents described in Schedule III to the
NPA.


 


(h)  Any Person acquiring or accepting
a Class B Certificate or an interest therein will, by such acquisition or acceptance, be deemed to (i) represent and warrant to
the Company, the Loan Trustees and the Trustee that either (A) no assets of a Plan or any trust established with respect to
a Plan have been used to purchase or hold Class B Certificates or an interest therein or (B) the purchase and holding of Class
B Certificates or interests therein by such Person is exempt from the prohibited transaction restrictions of ERISA and the Code
or provisions of Similar Law pursuant to one or more prohibited transaction statutory or administrative exemptions or similar exemptions
under Similar Law, and (ii) direct the Trustee to invest the assets held in the Trust pursuant to, and take all other actions contemplated
by, the terms and conditions of the Basic Agreement, this Trust Supplement, the Intercreditor Agreement, the Deposit Agreement,
the Escrow Agreement, the NPA, and each Participation Agreement.


 




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(i)  The Class B Certificates will
be subject to the following Intercreditor Agreement (and to the extent the terms thereof (including the definitions of defined
terms) are inconsistent with the terms of this Agreement, such Intercreditor Agreement shall control): that certain Intercreditor
Agreement, dated as of the date hereof, among Wilmington Trust Company, as Trustee and Class A Trustee, Natixis, acting through
its New York Branch, as each Liquidity Provider, and Wilmington Trust Company, as Subordination Agent thereunder (as may be amended,
supplemented or otherwise modified from time to time in accordance with its terms, the “Intercreditor Agreement”).
Upon the occurrence of a Certificate Buy-Out Event, the holders of the Class B Certificates and the Additional Certificates (if
any) shall have the rights set forth in Article VI hereof. The Trustee and, by acceptance of any Class B Certificate, each
Certificateholder thereof, agrees to be bound by all of the provisions of the Intercreditor Agreement, including the subordination
provisions of Section 9.09 thereof.


 


(j)  The Class B Certificates have
the benefit of the Deposit Agreement and the Escrow Agreement.


 


(k)  The Class B Certificates will
have the benefit of the following liquidity facility: that certain Revolving Credit Agreement (2015-1B), dated as of the date hereof,
between Wilmington Trust Company, as Subordination Agent under the Intercreditor Agreement, as agent and trustee for the Class
B Trust, and the Class B Liquidity Provider.


 


(l)  The Responsible Party is the
Company.


 


(m) Each Owner will initially
guarantee the obligations of each other Owner under any Series B Equipment Notes to be acquired by the Class B Trust or under any
related Lease.


 


(n)  The Company, any other obligor
upon the Class B Certificates, and any Affiliate of any thereof may acquire, tender for, purchase, own, hold, become the pledgee
of and otherwise deal with any Class B Certificate.


 


ARTICLE
IV



ISSUANCE AND TRANSFER OF THE CLASS B CERTIFICATES


 


Section 4.01         Issuance
of Class B Certificates. (a) The Class B Certificates will be issued in minimum denominations
of $1,000 and integral multiples of $1,000 in excess thereof, except that one Certificate may be issued in a different denomination.
Each Class B Certificate shall be dated the date of its authentication.


 


(b)  The Initial Certificates offered
and sold or resold in reliance on Rule 144A shall be issued and, except as otherwise provided herein, will only be available in
the form of one or more global Certificates in definitive, fully registered form without interest coupons, substantially in the
form of Exhibit A hereto with such applicable legends as are provided for in Section 4.02 of this Trust Supplement
(each, a “Restricted Global Certificate”), duly executed and authenticated by the Trustee as hereinafter provided.
Each Restricted Global Certificate will be registered in the name of a nominee for DTC for credit to the account of members of,
or participants in, DTC (“DTC Participants”) or to the account of indirect participants that clear through or
maintain a custodial relationship with a DTC Participant, either directly or indirectly (“Indirect Participants”),
and will be deposited with the Trustee, at its Corporate Trust Office, as custodian for DTC. The aggregate face amount of a Restricted
Global Certificate may from time to time be increased or decreased by adjustments made on the records of DTC or its nominee, or
of the Trustee, as custodian for DTC or its nominee for such Restricted Global Certificate, as provided in Section 4.06,
which adjustments shall be conclusive as to the aggregate face amount of any such Restricted Global Certificate.


 




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(c)  The Initial Certificates offered
and sold or resold outside the United States in reliance on Regulation S shall be issued, and will only be available, in the form
of one or more global Certificates in definitive, fully registered form without interest coupons, substantially in the form of
Exhibit A hereto with such applicable legends as are provided for in Section 4.02 of this Trust Supplement (each, a “Regulation
S Global Certificate”) duly executed and authenticated by the Trustee as hereinafter provided. Each Regulation S Global
Certificate will be registered in the name of a nominee of DTC for credit to the account of DTC Participants or to the account
of Indirect Participants, and will be deposited with the Trustee, at its Corporate Trust Office, as custodian for DTC, for credit
initially and during the Distribution Compliance Period to the respective accounts of beneficial owners of such Class B Certificates
(or to such other accounts as they may direct) at Euroclear or Clearstream. As used herein, the term “Distribution Compliance
Period,” with respect to the Regulation S Global Certificates offered and sold in reliance on Regulation S, means the
period of 40 consecutive days beginning on and including the later of (i) the day on which the Class B Certificates are first offered
to persons other than distributors (as defined in Regulation S) in reliance on Regulation S and (ii) the Issuance Date. The aggregate
face amount of any Regulation S Global Certificate may from time to time be increased or decreased by adjustments made on the records
of DTC or its nominee, or of the Trustee, as custodian for DTC or its nominee for such Regulation S Global Certificate, as provided
in Section 4.06, which adjustments shall be conclusive as to the aggregate face amount of any such Regulation S Global Certificate.
The Restricted Global Certificates and the Regulation S Global Certificates are sometimes collectively referred to herein as the
“Global Certificates.”


 


(d)  The Initial Certificates issued
pursuant to Section 4.05(b) of this Trust Supplement in exchange for interests in a Restricted Global Certificate shall
be issued substantially in the form of Exhibit A hereto in definitive, fully registered form without interest coupons with such
applicable legends as are provided for in Section 4.02 of this Trust Supplement (the “Restricted Definitive Certificates”)
duly executed and authenticated by the Trustee as hereinafter provided. The Initial Certificates issued pursuant to Section
4.05(b) of this Trust Supplement in exchange for interests in a Regulation S Global Certificate shall be issued substantially
in the form of Exhibit A hereto in definitive, fully registered form without interest coupons with such applicable legends as are
provided for in Section 4.02 of this Trust Supplement (the “Regulation S Definitive Certificates”) duly
executed and authenticated by the Trustee as hereinafter provided. The Restricted Definitive Certificates and the Regulation S
Definitive Certificates are sometimes collectively referred to herein as the “Definitive Certificates.” The
Exchange Certificates issued pursuant to Section 4.05(b) of this Trust Supplement in exchange for interests in a Global
Exchange Certificate shall be issued substantially in the form of Exhibit A hereto in definitive, fully registered form without
interest coupons with such applicable legends as are provided for in Section 4.02 of this Trust Supplement (the “Definitive
Exchange Certificates”) duly executed and authenticated by the Trustee as hereinafter provided.


 




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(e)  The Definitive Certificates
and the Definitive Exchange Certificates shall be in fully registered form and shall be typed, printed, lithographed or engraved
or produced by any combination of these methods or may be produced in any other manner, all as determined by the officers executing
such Definitive Certificates or Definitive Exchange Certificates, as the case may be, as evidenced by their execution of such Definitive
Certificates or Definitive Exchange Certificates.


 


(f)  The Exchange Certificates shall
be issued in the form of one or more global certificates substantially in the form of Exhibit A hereto (each, a “Global
Exchange Certificate”), except that (i) the Restricted Legend shall be omitted and (ii) such Exchange Certificates shall
contain such appropriate insertions, omissions, substitutions and other variations from the form set forth in Exhibit A hereto
relating to the nature of the Exchange Certificates as the Responsible Officer of the Trustee executing such Exchange Certificates
on behalf of the Trust may determine, as evidenced by such officer’s execution on behalf of the Trust of such Exchange Certificates.
Such Global Exchange Certificates shall be in registered form and be registered in the name of a nominee for DTC and deposited
with the Trustee, at its Corporate Trust Office, as custodian for DTC. The aggregate principal amount of any Global Exchange Certificate
may from time to time be increased or decreased by adjustments made on the records of DTC or its nominee, or of the Trustee, as
custodian for DTC for such Global Exchange Certificate, as provided in Section 4.06, which adjustments shall be conclusive
as to the aggregate face amount of any such Global Exchange Certificate.


 


Section 4.02         Restrictive
Legends. (a) Unless and until (i) an Initial Certificate is sold under an effective Shelf Registration
Statement or (ii) an Initial Certificate is exchanged for an Exchange Certificate pursuant to an effective Exchange Offer Registration
Statement, in each case as provided for in the Registration Rights Agreement, each Global Certificate and each Definitive Certificate
issued pursuant to this Agreement shall bear a legend to the following effect (the “Restricted Legend”) except
as provided in Section 4.06 of this Trust Supplement or unless the Company and the Trustee determine otherwise consistent
with applicable law:


 




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THIS CERTIFICATE HAS NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY PERSONS EXCEPT
AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION OR ACCEPTANCE HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED
INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS
CERTIFICATE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT; (2) AGREES THAT IT WILL NOT WITHIN
ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUANCE OF THIS CERTIFICATE OR THE LAST DATE ON WHICH THIS CERTIFICATE WAS HELD BY LATAM
AIRLINES GROUP S.A., THE TRUSTEE OR ANY AFFILIATE OF ANY OF SUCH PERSONS RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE EXCEPT (A)
TO LATAM AIRLINES GROUP S.A. OR ANY OF ITS SUBSIDIARIES, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER
THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES
ACT, (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT; AND (3) AGREES THAT IF IT SHOULD RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE IT WILL DELIVER
TO EACH PERSON TO WHOM THIS CERTIFICATE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. [IN THE CASE OF
RULE 144A CERTIFICATES: IN CONNECTION WITH ANY TRANSFER OF THIS CERTIFICATE PURSUANT TO CLAUSE (B) OR (D) ABOVE WITHIN ONE
YEAR AFTER THE LATER OF THE ORIGINAL ISSUANCE OF THIS CERTIFICATE OR THE LAST DATE ON WHICH THIS CERTIFICATE WAS HELD BY LATAM
AIRLINES GROUP S.A., THE TRUSTEE OR ANY AFFILIATE OF ANY OF SUCH PERSONS, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON
THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE AND LATAM AIRLINES GROUP
S.A., TOGETHER WITH SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM
THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.] AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES”
AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE PASS THROUGH
TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE REGISTRAR TO REFUSE TO REGISTER ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION
OF THE FOREGOING RESTRICTIONS.


 


(b)  Each Global Certificate and
each Global Exchange Certificate shall bear the following legend on the face thereof:


 


UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS
CERTIFICATE IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 




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(c)  Each Class B Certificate shall
bear the following legend on the face thereof:


 


BY ITS ACQUISITION HEREOF, THE
HOLDER REPRESENTS THAT (I) EITHER (A) NO ASSETS OF A PLAN OR ANY TRUST ESTABLISHED WITH RESPECT TO A PLAN HAVE BEEN USED TO ACQUIRE
THIS CERTIFICATE OR AN INTEREST HEREIN OR (B) THE PURCHASE AND HOLDING OF THIS CERTIFICATE OR INTEREST HEREIN BY SUCH A PERSON
ARE EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS OF ERISA AND THE CODE OR SUBSTANTIALLY SIMILAR PROVISIONS OF FOREIGN, FEDERAL,
STATE OR LOCAL LAW PURSUANT TO ONE OR MORE PROHIBITED TRANSACTION STATUTORY OR ADMINISTRATIVE EXEMPTIONS OR SIMILAR EXEMPTIONS
UNDER SIMILAR LAW, AND (II) IT HAS DIRECTED THE TRUSTEE TO INVEST THE ASSETS HELD IN THE TRUST PURSUANT TO, AND TAKE ALL OTHER
ACTIONS CONTEMPLATED BY, THE TERMS AND CONDITIONS OF THE BASIC AGREEMENT, THE TRUST SUPPLEMENT, THE INTERCREDITOR AGREEMENT, THE
DEPOSIT AGREEMENT, THE ESCROW AGREEMENT, THE NPA AND EACH PARTICIPATION AGREEMENT. CERTAIN TERMS USED IN THIS PARAGRAPH SHALL HAVE
THE MEANINGS SPECIFIED IN THE AGREEMENT.


 


Section 4.03         Amendment
of Sections 3.04 and 3.05 of the Basic Agreement. Sections 4.04, 4.05 and 4.06 of this Trust
Supplement supersede and replace Sections 3.04 and 3.05 of the Basic Agreement, with respect to the Class B Trust.


 


Section 4.04         Transfer
and Exchange. The Trustee shall cause to be kept at the office or agency to be maintained by
it in accordance with the provisions of Section 7.12 of the Basic Agreement a register (the “Register”) of
the Class B Certificates in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the
registration of such Class B Certificates and of transfers and exchanges of such Class B Certificates as herein provided. The
Trustee shall initially be the registrar (the “Registrar”) for the purpose of registering such Class B Certificates
and transfers and exchanges of such Class B Certificates as herein provided.


 


All Class B Certificates
issued upon any registration of transfer or exchange of Class B Certificates shall be valid obligations of the Class B Trust, evidencing
the same interest therein, and entitled to the same benefits under the Agreement, as the Class B Certificates surrendered upon
such registration of transfer or exchange.


 




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A Class B Certificateholder
may transfer a Class B Certificate, or request that a Class B Certificate be exchanged for Class B Certificates in authorized denominations
in an aggregate Fractional Undivided Interest equal to the Fractional Undivided Interest of such Class B Certificate surrendered
for exchange for other authorized denominations, by surrender of such Class B Certificates to the Trustee with the form of transfer
notice thereon duly completed and executed, and otherwise complying with the terms of the Agreement, including providing evidence
of compliance with any restrictions on transfer, in form satisfactory to the Trustee and the Registrar. No such transfer shall
be effected until, and such transferee shall succeed to the rights of a Class B Certificateholder only upon, final acceptance and
registration of the transfer by the Registrar in the Register. Prior to the registration of any transfer by a Class B Certificateholder
as provided herein, the Trustee shall treat the person in whose name the Class B Certificate is registered as the owner thereof
for all purposes, and the Trustee shall not be affected by notice to the contrary. Furthermore, DTC shall, by acceptance of a Global
Certificate, agree that transfers of beneficial interests in such Global Certificate may be effected only through a book entry
system maintained by DTC (or its agent) and that ownership of a beneficial interest in a Class B Certificate shall be required
to be reflected in a book entry. When Class B Certificates are presented to the Registrar with a request to register the transfer
thereof or to exchange them for other authorized denominations of a Class B Certificate in a Fractional Undivided Interest equal
to the Fractional Undivided Interest of Class B Certificates surrendered for exchange, the Registrar shall register the transfer
or make the exchange as requested if its requirements for such transactions are met.


 


The Registrar shall not
register the transfer or exchange of any Class B Certificate in the name of any Person unless and until the conditions to any such
transfer or exchange set forth in Section 4.06 of this Trust Supplement shall have been satisfied.


 


To permit registrations
of transfers and exchanges in accordance with the terms, conditions and restrictions hereof, the Trustee shall execute and authenticate
Class B Certificates at the Registrar’s request. No service charge shall be made to a Class B Certificateholder for any registration
of transfer or exchange of Class B Certificates, but the Trustee shall require payment (from a Person other than the Company) of
a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Class
B Certificates. All Class B Certificates surrendered for registration of transfer or exchange shall be cancelled and subsequently
destroyed by the Trustee.


 


Section 4.05         Book-Entry
Provisions for Global Certificates and Global Exchange Certificates. (a) DTC Participants shall
have no rights under this Agreement with respect to any Global Certificate or Global Exchange Certificate held on their behalf
by DTC, or the Trustee as its custodian, and DTC may be treated by the Trustee and any agent of the Trustee as the absolute owner
of such Global Certificate or Global Exchange Certificate for all purposes whatsoever. Notwithstanding the foregoing, nothing
herein shall prevent the Trustee or any agent of the Trustee from giving effect to any written certification, proxy or other authorization
furnished by DTC or shall impair, as between DTC and its DTC Participants, the operation of customary practices governing the
exercise of the rights of a holder of any Class B Certificate. Upon the issuance of any Global Certificate or Global Exchange
Certificate, the Registrar or its duly appointed agent shall record Cede & Co. or another nominee of DTC as the registered
holder of such Global Certificate or such Global Exchange Certificate.


 




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(b)  Transfers of any Global Certificate
or Global Exchange Certificate shall be limited to transfers of such Global Certificate or Global Exchange Certificate in whole,
but not in part, to DTC, nominees of DTC, DTC’s successor or such successor’s nominees. Beneficial interests in a Global
Certificate or a Global Exchange Certificate may be transferred in accordance with the rules and procedures of DTC and the provisions
of Section 4.02 of this Trust Supplement. Beneficial interests in a Global Certificate or a Global Exchange Certificate
shall be delivered to all beneficial owners thereof in the form of Definitive Certificates or Definitive Exchange Certificates,
as the case may be, if (i) DTC notifies the Trustee in writing that it is no longer willing or able to discharge properly
its responsibilities as depositary for such Global Certificates or Global Exchange Certificates, as the case may be, and a successor
depositary is not appointed by the Trustee within 90 days of such notice or (ii) after the occurrence and during the continuance
of an Event of Default, Class B Certificateholders with Fractional Undivided Interests aggregating not less than a majority in
interest in the Class B Trust advise the Trustee, the Company and DTC through DTC Participants in writing that the continuation
of a book-entry system through DTC (or a successor thereto) is no longer in the Class B Certificateholders’ best interests.
Neither the Company nor the Trustee shall be liable if the Company or the Trustee is unable to locate a qualified successor clearing
system.


 


(c)  Any beneficial interest in
one of the Global Certificates that is transferred to a Person who takes delivery in the form of an interest in another Global
Certificate will, upon such transfer, cease to be an interest in such Global Certificate and become an interest in the other Global
Certificate and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable
to beneficial interests in such other Global Certificate for as long as it remains such an interest.


 


(d)  In connection with the transfer
of the entire amount of a Global Certificate or Global Exchange Certificate to the beneficial owners thereof pursuant to paragraph (b)
of this Section 4.05, such Global Certificate or Global Exchange Certificate shall be deemed to be surrendered to the
Trustee for cancellation, and the Trustee shall execute, authenticate and deliver to each beneficial owner, in exchange for the
beneficial interest thereof in such Global Certificate or Global Exchange Certificate, an equal aggregate principal amount of Definitive
Certificates or Definitive Exchange Certificates, as the case may be, of authorized denominations, in each case as such beneficial
owner and related aggregate principal amount shall have been identified and otherwise set forth (together with such other information
as may be required for the registration of such Definitive Certificates or Definitive Exchange Certificates, as the case may be)
in registration instructions that shall have been delivered by or on behalf of DTC to the Trustee. None of the Company, the Registrar,
the Paying Agent or the Trustee shall be liable for any delay in delivery of such registration instructions and each such Person
may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of any Definitive
Certificate or Definitive Exchange Certificate, the Trustee shall recognize the Person in whose name such Definitive Certificate
or Definitive Exchange Certificate, as the case may be, is registered in the Register as a Certificateholder hereunder.


 


(e)  Any Restricted Definitive Certificate
delivered in exchange for an interest in a Restricted Global Certificate pursuant to Section 4.05(b) of this Trust Supplement
shall, except as otherwise provided by Section 4.06(d) of this Trust Supplement, bear the Restricted Legend.


 




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(f)  Prior to the expiration of
the Distribution Compliance Period, any Regulation S Definitive Certificate delivered in exchange for an interest in a Regulation
S Global Certificate pursuant to Section 4.05(b) of this Trust Supplement shall bear the Restricted Legend.


 


(g)  The registered Holder of a
Global Certificate or Global Exchange Certificate may grant proxies and otherwise authorize any Person, including DTC Participants
and Persons that may hold interests through DTC Participants, to take any action which a Holder is entitled to take under this
Agreement or the Class B Certificates.


 


(h)  Neither the Company, nor the
Trustee, nor the Registrar, nor the Paying Agent shall have any responsibility or liability for: (i) any aspect of the records
relating to or payments made on account of beneficial ownership interests in the Global Certificates or the Global Exchange Certificates,
(ii) maintaining, supervising or reviewing any records relating to such beneficial ownership interests or (iii) the performance
by DTC, any DTC Participant or any Indirect Participant of their respective obligations under the rules, regulations and procedures
creating and affecting DTC and its operation or any other statutory, regulatory, contractual or customary procedures governing
their obligations.


 


Section 4.06         Special
Transfer Provisions. Unless and until (i) an Initial Certificate is sold under
an effective Shelf Registration Statement or (ii) an Initial Certificate is exchanged for an Exchange Certificate pursuant to
an effective Exchange Offer Registration Statement, in each case pursuant to the Registration Rights Agreement, the following
provisions shall apply with respect to the registration of any proposed offer, pledge, resale or other transfer of such Initial
Certificates:


 


(a) Transfers to QIBs.
The following provisions shall apply with respect to the registration of any proposed transfer of an Initial Certificate to a QIB
(excluding Non-U.S. Persons):


 


(i)          If the Initial
Certificate to be transferred consists of Restricted Definitive Certificates, or of an interest in any Regulation S Global Certificate
during the Distribution Compliance Period, the Registrar shall register the transfer if such transfer is being made by a proposed
transferor who has checked the box provided for on the transfer notice attached to the form of Initial Certificate stating, or
has otherwise advised the Trustee and the Registrar in writing, that the sale has been made in compliance with the provisions of
Rule 144A to a transferee who has signed the certification provided for on the transfer notice attached to the form of Initial
Certificate stating, or has otherwise advised the Trustee and the Registrar in writing, that it is purchasing the Initial Certificate
for its own account or an account with respect to which it exercises sole investment discretion and that it, or the Person on whose
behalf it is acting with respect to any such account, is a QIB, and is aware that the sale to it is being made in reliance on Rule
144A and acknowledges that it has received such information regarding the Class B Trust and/or the Company as it has requested
pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon
its foregoing representations in order to claim the exemption from registration provided by Rule 144A.


 




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(ii)         Upon
receipt by the Registrar of the documents required by clause (i) above and instructions given in accordance with DTC’s and
the Registrar’s procedures therefor, the Registrar shall reflect on its books and records the date of such transfer and an
increase in the face amount of a Restricted Global Certificate in an amount equal to the face amount of the Restricted Definitive
Certificates or interests in such Regulation S Global Certificate, as the case may be, being transferred, and the Trustee shall
cancel such Definitive Certificates or decrease the amount of such Regulation S Global Certificate so transferred.


 


(b)  Transfers of Interests in
the Regulation S Global Certificates or Regulation S Definitive Certificates. After the expiration of the Distribution Compliance
Period, the Registrar shall register any transfer of interests in any Regulation S Global Certificate or Regulation S Definitive
Certificate without requiring any additional certification. Until the expiration of the Distribution Compliance Period, interests
in the Regulation S Global Certificate may only be held through agent members acting for and on behalf of Euroclear and Clearstream.


 


(c)  Transfers to Non-U.S. Persons
at Any Time. The following provisions shall apply with respect to any registration of any transfer of an Initial Certificate
to a Non-U.S. Person:


 


(i)          Prior to the expiration
of the Distribution Compliance Period, the Registrar shall register any proposed transfer of an Initial Certificate to a Non-U.S.
Person upon receipt of a certificate substantially set forth as Exhibit C hereto from the proposed transferor.


 


(ii)         After
the expiration of the Distribution Compliance Period, the Registrar shall register any proposed transfer of an Initial Certificate
to a Non-U.S. Person if the Initial Certificate to be transferred is a Restricted Definitive Certificate or a Restricted Global
Certificate, upon receipt of a certificate substantially in the form of Exhibit C hereto from the proposed transferor. The Registrar
shall promptly send a copy of such certificate to the Company.


 


(iii)        Upon
receipt by the Registrar of (x) the certificate, if any, required by clause (ii) and (y) instructions in accordance with DTC’s
and the Registrar’s procedures, the Registrar shall reflect on its books and records the date of such transfer and a decrease
in the face amount of such Restricted Global Certificate in an amount equal to the face amount of the beneficial interest in such
Restricted Global Certificate to be transferred, and, upon receipt by the Registrar of instructions given in accordance with DTC’s
and the Registrar’s procedures, the Registrar shall reflect on its books and records the date and an increase in the face
amount of the Regulation S Global Certificate in an amount equal to the face amount of the Restricted Definitive Certificate or
the Restricted Global Certificate, as the case may be, to be transferred, and the Trustee shall cancel the Definitive Certificate,
if any, so transferred or decrease the amount of such Restricted Global Certificate.


 




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(d)  Restricted Legend. Upon
the transfer, exchange or replacement of Class B Certificates not bearing the Restricted Legend, the Registrar shall deliver Class
B Certificates that do not bear the Restricted Legend. Upon the transfer, exchange or replacement of Class B Certificates bearing
the Restricted Legend, the Registrar shall deliver only Class B Certificates that bear the Restricted Legend unless there is delivered
to the Registrar, the Trustee and the Company, such certifications, legal opinions or other information as the Registrar, the Trustee
or the Company may reasonably require to confirm that neither such Restricted Legend nor the related restrictions on transfer are
required in order to maintain compliance with the provisions of the Securities Act.


 


(e)  General. By acceptance
of any Class B Certificate bearing the Restricted Legend, each Holder of such a Class B Certificate acknowledges the restrictions
on transfer of such Class B Certificate set forth in the Agreement and agrees that it will transfer such Class B Certificate only
as provided in the Agreement. The Registrar shall not register a transfer of any Class B Certificates unless such transfer complies
with the restrictions on transfer, if any, of such Class B Certificate set forth in the Agreement. In connection with any transfer
of Class B Certificates, each Class B Certificateholder agrees by its acceptance of the Class B Certificates to furnish the Company,
the Registrar or the Trustee such certifications, legal opinions or other information as any of them may reasonably require to
confirm that such transfer is being made pursuant to an exemption from, or a transaction not subject to, the registration requirements
of the Securities Act and in accordance with the terms and provisions of this Article IV; provided that the Registrar shall
not be required to determine the sufficiency of any such certifications, legal opinions or other information.


 


Until such time as no Class B Certificates
remain Outstanding, the Registrar shall retain copies of all letters, notices, certifications and other written communications
received pursuant to Section 4.05 of this Trust Supplement or this Section 4.06. The Company and the Trustee, if
not the Registrar at such time, shall have the right to inspect and make copies of all such letters, notices, certifications or
other written communications at any reasonable time upon the giving of reasonable written notice to the Registrar.


 


ARTICLE
V



DISTRIBUTION; STATEMENTS TO CERTIFICATEHOLDERS


 


Section 5.01         Statements
to Certificateholders. (a) On each Regular Distribution Date and Special Distribution Date,
the Trustee will include with each distribution to the Class B Certificateholders a statement, giving effect to the distribution
to be made on such Regular Distribution Date or Special Distribution Date, setting forth the following information (per $1,000
aggregate face amount of Class B Certificates as to clauses (ii), (iii), (iv) and (v) below):


 


(i)          the aggregate amount
of funds distributed on such Distribution Date under this Agreement and the Escrow Agreement, indicating the amount, if any, allocable
to each source (including any portion thereof paid by the Class B Liquidity Provider);


 


(ii)         the
amount of such distribution under this Agreement allocable to principal and the amount allocable to Premium (if any);


 




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(iii)        the
amount of such distribution under this Agreement allocable to interest (including any portion thereof paid by the Class B Liquidity
Provider);


 


(iv)        the
amount of such distribution under the Escrow Agreement allocable to interest, if any;


 


(v)         the amount of such
distribution under the Escrow Agreement allocable to unused Deposits, if any; and


 


(vi)        the
Pool Balance and the Pool Factor.


 


With respect to the Class
B Certificates registered in the name of a Clearing Agency or its nominee, on the Record Date prior to each Regular Distribution
Date and Special Distribution Date, the Trustee will request that such Clearing Agency post on its Internet bulletin board a securities
position listing setting forth the names of all the Clearing Agency Participants reflected on such Clearing Agency’s books
as holding interests in the Class B Certificates on such Record Date. On each Regular Distribution Date and Special Distribution
Date, the Trustee will mail to each such Clearing Agency Participant whose name has been provided by such Clearing Agency the statement
described above and will make available additional copies as requested by such Clearing Agency Participants for forwarding to holders
of interests in the Class B Certificates.


 


(b)  Within a reasonable period
of time after the end of each calendar year but not later than the latest date permitted by law, the Trustee shall furnish to each
Person who at any time during such calendar year was a Class B Certificateholder of record a statement containing the sum of the
amounts determined pursuant to clauses (a)(i), (a)(ii), (a)(iii), (a)(iv) and (a)(v) above for
such calendar year or, in the event such Person was a Class B Certificateholder of record during a portion of such calendar year,
for the applicable portion of such year, and such other items as are readily available to the Trustee and which a Class B Certificateholder
may reasonably request as necessary for the purpose of such Class B Certificateholder’s preparation of its United States
federal income tax returns or foreign income tax returns. With respect to Class B Certificates registered in the name of a Clearing
Agency or its nominee, such statement and such other items shall be prepared on the basis of information supplied to the Trustee
by the Clearing Agency Participants and shall be delivered by the Trustee to such Clearing Agency Participants to be available
for forwarding by such Clearing Agency Participants to the holders of interests in the Class B Certificates.


 


(c)  Promptly following:


 


(i)          the Delivery Period
Termination Date, or, if later, the date of any Final Withdrawal (the later of such dates, the “Escrow Period Termination
Date”), if there has been, on or prior to the Escrow Period Termination Date, (A) any change in the information set forth
in clauses (y) and (z) below from that set forth in page 81 of the Offering Memorandum, or (B) any early redemption
or purchase of, or any default in the payment of principal or interest in respect of, any of the Series B Equipment Notes held
in the Class B Trust, any Event of Loss Withdrawal or any Final Withdrawal, and


 




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(ii)         the
date of any early redemption or purchase of, or any default in the payment of principal or interest in respect of, any of the Series
B Equipment Notes held in the Class B Trust, in either case described in this clause (ii), occurring after the Escrow Period
Termination Date,


 


the Trustee shall furnish to Class B Certificateholders
of record on such date a statement setting forth (x) the expected Pool Balances for each subsequent Regular Distribution Date following
the Delivery Period Termination Date, (y) the related Pool Factors for such Regular Distribution Dates and (z) the expected principal
distribution schedule of the Series B Equipment Notes, in the aggregate, held as Trust Property at the date of such notice. With
respect to the Class B Certificates registered in the name of a Clearing Agency, on the Delivery Period Termination Date, the Trustee
will request from such Clearing Agency a securities position listing setting forth the names of all Clearing Agency Participants
reflected on such Clearing Agency’s books as holding interests in the Class B Certificates on such date. The Trustee will
mail to each such Clearing Agency Participant the statement described above and will make available additional copies as requested
by such DTC Participant for forwarding to holders of interests in the Class B Certificates.


 


(d)  If the aggregate principal
payments scheduled for a Regular Distribution Date prior to the Delivery Period Termination Date differ from the amount thereof
set forth for the Class B Certificates on page 81 of the Offering Memorandum, by no later than the 15th day prior to such Regular
Distribution Date, the Trustee shall mail written notice of the actual amount of such scheduled payments to the Class B Certificateholders
of record as of a date within 15 Business Days prior to the date of mailing.


 


(e)  The provisions of this Section
5.01 supersede and replace the provisions of Section 4.03 of the Basic Agreement in their entirety with respect to the Class
B Trust.


 


ARTICLE
VI



DEFAULT


 


Section 6.01         Purchase
Rights of Certificateholders. (a) At any time after the occurrence and during the continuation
of a Certificate Buy-Out Event, so long as no Additional Certificateholder has elected to exercise its rights to purchase Certificates
pursuant to, and given notice of such election in accordance with, this Section 6.01 (upon such election and notification
thereof, the right specified in this Section 6.01(a) shall be suspended and (x) upon consummation of the purchase pursuant
to such election, be terminated with respect to such Certificate Buy-Out Event, or (y) upon failure to consummate such purchase
on the proposed purchase date, such right shall be revived), each Class B Certificateholder (other than the Company or any of
its Affiliates) shall have the right to purchase, for the purchase price set forth in the Class A Trust Agreement, all, but not
less than all, of the Class A Certificates upon ten days’ prior written irrevocable notice to the Trustee, the Class A Trustee
and each other Class B Certificateholder, on the third Business Day following the expiration of such ten-day notice period, provided
that (A) if prior to the end of such ten-day period any other Class B Certificateholder(s) (other than the Company or any
of its Affiliates) notifies such purchasing Class B Certificateholder that such other Class B Certificateholder(s) want(s) to
participate in such purchase, then such other Class B Certificateholder(s) (other than the Company or any of its Affiliates) may
join with the purchasing Class B Certificateholder to purchase all, but not less than all, of the Class A Certificates pro rata
based on the Fractional Undivided Interest in the Class B Trust held by each such Class B Certificateholder and (B) upon consummation
of such purchase no Class B Certificateholder shall have a right to purchase the Class A Certificates pursuant to this Section
6.01(a) during the continuance of such Certificate Buy-Out Event;


 




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(b)  By acceptance of its Class
B Certificate, each Class B Certificateholder agrees that at any time after the occurrence and during the continuation of a Certificate
Buy-Out Event:


 


(i)          if any Additional
Certificates are issued by one or more Additional Trusts, each Additional Certificateholder (other than the Company or any of its
Affiliates) shall have the right (which shall not expire upon any purchase of the Class A Certificates pursuant to Section 6.01(a))
to purchase all, but not less than all, of the Class A Certificates, the Class B Certificates and any Additional Certificates ranked
senior to the Additional Certificates held by the purchasing Additional Certificateholder upon ten days’ prior written irrevocable
notice to the Trustee, the Class A Trustee and any Additional Trustee with respect to any Additional Certificates that rank senior
to the Additional Certificates held by the purchasing Additional Certificateholder and each other Additional Certificateholder
of the same class, on the third Business Day following the expiration of such ten-day notice period, provided that (A) if
prior to the end of such ten-day period any other Additional Certificateholder(s) of such class (other than the Company or any
of its Affiliates) notifies such purchasing Additional Certificateholder that such other Additional Certificateholder(s) want(s)
to participate in such purchase, then such other Additional Certificateholder(s) (other than the Company or any of its Affiliates)
may join with the purchasing Additional Certificateholder to purchase all, but not less than all, of the Class A Certificates,
the Class B Certificates and such senior Additional Certificates pro rata based on the Fractional Undivided Interest in the applicable
Additional Trust held by each such Additional Certificateholder and (B) upon consummation of such purchase no Additional Certificateholder
of such class shall have a right to purchase the Class A Certificates, the Class B Certificates and such senior Additional Certificates
pursuant to this Section 6.01(b)(i) during the continuance of such Certificate Buy-Out Event; and


 


(ii)         if
any Refinancing Certificates are issued, each Refinancing Certificateholder shall have the same right (subject to the same terms
and conditions) to purchase Certificates pursuant to this Section 6.01 (and to receive notice in connection therewith) as
the Certificateholders of the Class that such Refinancing Certificates refinanced.


 




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The purchase price with respect to the Class
B Certificates shall be equal to the Pool Balance of the Class B Certificates, together with accrued and unpaid interest in respect
thereof to the date of such purchase, and any other amounts then due and payable to the Class B Certificateholders under this Agreement,
the Intercreditor Agreement, the Escrow Agreement, any Series B Equipment Note held as the property of the Class B Trust or the
related Indenture, Participation Agreement and Lease or on or in respect of the Class B Certificates but without any Premium, provided,
however, that if such purchase occurs after (x) a record date specified in Section 2.03 of the Escrow Agreement relating
to the distribution of unused Deposits and/or accrued and unpaid interest on Deposits and prior to or on the related distribution
date under the Escrow Agreement, such purchase price shall be reduced by the aggregate amount of unused Deposits and/or interest
to be distributed under the Escrow Agreement (which deducted amounts shall remain distributable to, and may be retained by, the
Class B Certificateholders as of such record date) or (y) the Record Date relating to any Distribution Date, such purchase price
shall be reduced by the amount to be distributed hereunder on such related Distribution Date (which deducted amounts shall remain
distributable to, and may be retained by, the Class B Certificateholders as of such Record Date); provided, further,
that no such purchase of Class B Certificates pursuant to this Section 6.01(b) shall be effective unless the purchaser(s)
shall certify to the Trustee that contemporaneously with such purchase, such purchaser(s) is purchasing, pursuant to the terms
of this Agreement, the Class A Trust Agreement, the applicable Additional Trust Agreement (if any) or the applicable Refinancing
Trust Agreement (as the case may be), and the Intercreditor Agreement, all of the Class A Certificates, the Class B Certificates
and, if applicable, the Additional Certificates that rank senior to the Additional Certificates held by the purchasing Additional
Certificateholder(s) and, if applicable, the Refinancing Certificates that are senior to the securities held by such purchaser(s)
(as the case may be). Each payment of the purchase price of the Class B Certificates referred to in the first sentence of this
paragraph shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to the terms
of this Section 6.01(b). Each Class B Certificateholder agrees by its acceptance of its Class B Certificate that it will,
upon payment from such Additional Certificateholder(s) or Refinancing Certificateholder(s), as the case may be, of the purchase
price set forth in the first sentence of this paragraph, forthwith sell, assign, transfer and convey to the purchaser(s) thereof
(without recourse, representation or warranty of any kind except as to its own acts) all of the right, title, interest and obligation
of such Class B Certificateholder in this Agreement, the Escrow Agreement, the Deposit Agreement, the Intercreditor Agreement,
the Class B Liquidity Facility, the NPA, the Note Documents and all Class B Certificates and Escrow Receipts held by such Class
B Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest
is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior
to such sale) and the purchaser(s) shall assume all of such Class B Certificateholder’s obligations under this Agreement,
the Escrow Agreement, the Deposit Agreement, the Intercreditor Agreement, the Class B Liquidity Facility, the NPA, the Note Documents
and all such Class B Certificates and Escrow Receipts. The Class B Certificates will be deemed to be purchased on the date payment
of the purchase price is made notwithstanding the failure of any Class B Certificateholder to deliver any Class B Certificate and,
upon such a purchase, (i) the selling Class B Certificateholders shall have no further rights with respect to the Class B Certificates
and (ii) if the purchaser(s) shall so request, each such Class B Certificateholder will comply with all the provisions of Section
3.04 of the Basic Agreement and the applicable provisions of this Trust Supplement to enable new Class B Certificates to be issued
to the purchaser(s) in such denominations otherwise authorized under this Agreement as it shall request. All charges and expenses
in connection with the issuance of any such new Class B Certificates shall be borne by the purchaser(s) thereof.


 




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(c)  This Section 6.01
supplements and, to the extent inconsistent with any provision of Section 6.01(d) of the Basic Agreement, replaces the provisions
of Section 6.01(d) of the Basic Agreement. Notwithstanding anything to the contrary set forth herein or in any Operative Agreement,
the provisions of this Section 6.01 may not be amended in any manner without the consent of each Class B Certificateholder,
Class A Certificateholder and Additional Certificateholder or, as the case may be, Refinancing Certificateholder (in each case,
other than the Company or any of its Affiliates in its respective capacity as a Certificateholder) that would be adversely affected
thereby; provided that the purchase price under this Section 6.01 (as in effect on the date hereof) for any Certificate
held by the Company or any of its Affiliates shall not be modified without the prior written consent of the Company. For the avoidance
of doubt, if a Certificate Buy-Out Event ceases to exist and another Certificate Buy-Out Event occurs and is continuing, the purchase
rights set forth in this Section 6.01 shall be revived notwithstanding any exercise of such rights during the continuance
of any preceding Certificate Buy-Out Event.


 


ARTICLE
VII



THE TRUSTEE


 


Section 7.01         Delivery
of Documents; Delivery Dates. (a) The Trustee is hereby directed (i) to execute and deliver
the Intercreditor Agreement, the Escrow Agreement and the NPA on or prior to the date of the initial issuance of the Initial Certificates
(the “Issuance Date”), each in the form delivered to the Trustee by the Company, and (ii) subject to
the respective terms thereof, to perform its obligations thereunder. Upon request of the Company and the satisfaction or waiver
of the closing conditions specified in the Purchase Agreement, the Trustee shall execute, deliver, authenticate, issue and sell
Class B Certificates in authorized denominations equaling in the aggregate the amount set forth, with respect to the Class B Trust,
in Schedule I to the Purchase Agreement evidencing the entire ownership interest in the Class B Trust, which amount equals the
maximum aggregate principal amount of Series B Equipment Notes which may be purchased from time to time by the Trustee pursuant
to the NPA. Except as provided in Sections 3.03, 3.05 and 3.06 of the Basic Agreement or Section 4.05 of this Trust Supplement
or upon exchange of the Initial Certificates for Exchange Certificates, the Trustee shall not execute, authenticate or deliver
Class B Certificates in excess of the aggregate amount specified in this paragraph. The provisions of this Section 7.01(a)
supersede and replace the first three sentences of Section 2.02(a) of the Basic Agreement and the first sentence of Section
3.02(a) of the Basic Agreement, with respect to the Class B Trust.


 


(b)  On or after the Issuance Date,
the Company may deliver from time to time, and in accordance with Section 1(b) of the NPA, to the Trustee a Funding Notice relating
to one or more Series B Equipment Notes. After receipt of such a Funding Notice and in any case no later than one Business Day
prior to a Funding Date as to which such Funding Notice relates (the “Applicable Funding Date”), the Trustee
shall (as and when specified in the Funding Notice) deliver to the Escrow Agent the Withdrawal Certificates and related Applicable
Notices of Purchase Withdrawal, as contemplated by Section 1.02(c) of the Escrow Agreement and by such Funding Notice. The Trustee
shall (as and when specified in such Funding Notice), subject to the conditions set forth in Section 2 of the NPA, enter into and
perform its obligations under the Participation Agreement specified in such Funding Notice (the “Applicable Participation
Agreement”) and cause such certificates, documents and legal opinions relating to the Trustee to be duly delivered as
required by the Applicable Participation Agreement. If at any time prior to the Applicable Funding Date, the Trustee receives from
the Company a notice pursuant to the first sentence of Section 1(f) of the NPA, then the Trustee shall give notice to the Depositary
(with a copy to the Escrow Agent) of the cancellation of such Notice of Purchase Withdrawal relating to such Deposit or Deposits
on such Applicable Funding Date as contemplated by Section 2.3 of the Deposit Agreement. Upon satisfaction of the conditions specified
in the NPA and the Applicable Participation Agreement, the Trustee shall purchase the applicable Series B Equipment Notes with
the proceeds of the withdrawals of one or more Deposits made on the Applicable Funding Date in accordance with the terms of the
Deposit Agreement and the Escrow Agreement. The purchase price of such Series B Equipment Notes shall equal the principal amount
of such Series B Equipment Notes. Amounts withdrawn from such Deposit or Deposits in excess of the purchase price of the Series
B Equipment Notes or to the extent not applied on the Applicable Funding Date to the purchase price of the Series B Equipment Notes
shall be re-deposited by the Trustee with the Depositary on the Applicable Funding Date in accordance with the terms of the Deposit
Agreement. The provisions of this Section 7.01(b) supersede and replace the provisions of Section 2.02(b) of the Basic Agreement
with respect to the Class B Trust, and no provisions of the Basic Agreement relating to Postponed Notes and Section 2.02 of the
Basic Agreement shall apply to the Class B Trust.


 




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(c)  With respect to the Class B
Trust, Section 4.01(b) of the Basic Agreement is superseded and replaced in its entirety with the following: “The Trustee
shall establish and maintain on behalf of the Class B Certificateholders a Special Payments Account as one or more accounts, which
shall be non-interest bearing except as provided in Section 4.04 of the Basic Agreement. The Trustee shall hold the Special Payments
Account in trust for the benefit of the Class B Certificateholders and shall make or permit withdrawals therefrom only as provided
in the Agreement or the Intercreditor Agreement. On each day when one or more Special Payments are made to the Trustee under the
Intercreditor Agreement, the Trustee, upon receipt thereof, shall immediately deposit the aggregate amount of such Special Payments
in the Special Payments Account.”


 


(d)  With respect to the Class B
Trust, the second sentence of Section 4.02(c) of the Basic Agreement shall be superseded and replaced in its entirety with the
following sentence: “Subject to the provisions of the Intercreditor Agreement: (i) in the event of redemption or purchase
of Series B Equipment Notes held in the Class B Trust, such notice shall be mailed not less than 15 days prior to the Special Distribution
Date for the Special Payment resulting from such redemption or purchase, which Special Distribution Date shall be the date of such
redemption or purchase; and (ii) in the case of any other Special Payments, such notice of Special Payment shall be mailed as soon
as practicable after the Trustee has confirmed that it has received funds for such Special Payment and shall state the Special
Distribution Date for such Special Payment, which shall occur 15 days after the date of such notice of Special Payment or (if such
15th day is not practicable) as soon as practicable thereafter.”


 


(e)  With respect to the Class B
Trust, clause (ii) of the third sentence of Section 4.02(c) of the Basic Agreement shall be amended by deleting in its entirety
the parenthetical phrase “(taking into account any payment to be made by the Responsible Party pursuant to Section 2.02(b)).”


 


Section 7.02         Withdrawal
of Deposits. If any Deposits remain outstanding on the Business Day next succeeding the Cut-off
Date, the Trustee shall promptly give the Escrow Agent notice, as contemplated by clause (ii) of Section 1.02(f) of the Escrow
Agreement, that the Trustee’s obligation to purchase Series B Equipment Notes under the NPA has terminated and the Cut-off
Date has occurred.


 




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Section 7.03         The
Trustee. (a) Subject to Section 7.04 of this Trust Supplement and Section 7.15 of the
Basic Agreement, the Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency
of this Trust Supplement, the Intercreditor Agreement, the Deposit Agreement, the NPA or the Escrow Agreement or the due execution
hereof or thereof by the Company or the other parties thereto (other than the Trustee), or for or in respect of the recitals and
statements contained herein or therein, all of which recitals and statements are made solely by the Company or the other parties
thereto (other than the Trustee), except that the Trustee hereby represents and warrants that each of this Trust Supplement, the
Basic Agreement, each Class B Certificate, the Intercreditor Agreement, the NPA and the Escrow Agreement has been executed and
delivered by one of its officers who is duly authorized to execute and deliver such document on its behalf.


 


(b)  The Trustee shall at all times
be a bank or trust company, organized and doing business under the laws of the United States or any state thereof, a substantial
part of the business of which consists of (i) receiving deposits and making loans or (ii) exercising fiduciary powers similar to
those permitted to national banks by the Comptroller of the Currency, and which is subject to supervision and examination by state
or federal authority having supervision over banking institutions.


 


Section 7.04         Representations
and Warranties of the Trustee. The Trustee hereby represents and warrants that:


 


(a)  the Trustee has full power,
authority and legal right to execute, deliver and perform this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement,
the NPA and the Note Documents to which it is or is to become a party and has taken all necessary action to authorize the execution,
delivery and performance by it of this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note
Documents to which it is or is to become a party;


 


(b)  the execution, delivery and
performance by the Trustee of this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents
to which it is or is to become a party (i) will not violate any provision of any United States federal law governing its trust
powers or the law of the state of the United States where it is located governing the banking and trust powers of the Trustee or
any order, writ, judgment, or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its
assets, (ii) will not violate any provision of the charter of the Trustee, and (iii) will not violate any provision of,
or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any lien on
any properties included in the Trust Property pursuant to the provisions of any mortgage, indenture, contract, agreement or other
undertaking to which it is a party, which violation, default or lien could reasonably be expected to have an adverse effect on
the Trustee’s performance or ability to perform its duties hereunder or thereunder or on the transactions contemplated herein
or therein;


 




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(c)  the execution, delivery and
performance by the Trustee of this Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents
to which it is or is to become a party will not require the authorization, consent, or approval of, the giving of notice to, the
filing or registration with, or the taking of any other action in respect of, any governmental authority or agency of the United
States or the state of the United States where it is located regulating the corporate trust activities of the Trustee; and


 


(d)  this Trust Supplement, the
Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents to which it is or is to become a party have been,
or will be, as applicable, duly executed and delivered by the Trustee and constitute, or will constitute, as applicable, the legal,
valid and binding agreements of the Trustee, enforceable against it in accordance with their respective terms; provided,
however, that enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting the rights of creditors generally and (ii) general principles of equity.


 


Section 7.05         Trustee
Liens. The Trustee in its individual capacity agrees, in addition to the agreements contained
in Section 7.17 of the Basic Agreement, that it will at its own cost and expense promptly take any action as may be necessary
to duly discharge and satisfy in full any Trustee’s Liens on or with respect to the Trust Property which are attributable
to the Trustee in its individual capacity and which are unrelated to the transactions contemplated by the Intercreditor Agreement
or the NPA.


 


ARTICLE
VIII



ADDITIONAL AMENDMENT; SUPPLEMENTAL AGREEMENTS


 


Section 8.01         Amendment
of Section 5.02 of the Basic Agreement. Section 5.02 of the Basic Agreement shall be amended,
with respect to the Class B Trust, by (i) replacing the phrase “of this Agreement” set forth in paragraph (a) thereof
with the phrase “of each Note Document, of the NPA and of this Agreement” and (ii) replacing the phrase “under
this Agreement” set forth in paragraph (b) thereof with the phrase “under this Agreement, the NPA and any Note Document”.


 




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Section 8.02         Supplemental
Agreements Without Consent of Class B Certificateholders. Without limitation of Section 9.01
of the Basic Agreement, under the terms of, and subject to the limitations contained in, Section 9.01 of the Basic Agreement,
the Company may (but will not be required to), and the Trustee (subject to Section 9.03 of the Basic Agreement) shall, at the
request of the Company at any time and from time to time, enter into (or, in the case of the Deposit Agreement, consent to) and,
if applicable, request the Escrow Agent and Escrow Paying Agent to enter into (i) one or more agreements supplemental to the Escrow
Agreement, the NPA or the Deposit Agreement, for any of the purposes set forth in clauses (1) through (15) of such Section 9.01,
and (without limitation of the foregoing or Section 9.01 of the Basic Agreement) (a) clauses (2) and (3) of such Section 9.01
shall also be deemed to include the Company’s obligations under (in the case of clause (2)), and the Company’s rights
and powers conferred by (in the case of clause (3)), the NPA, (b) references in clauses (4) and (5) of such Section 9.01 to “any
Intercreditor Agreement, any Note Purchase Agreement, any Liquidity Facility or any Guarantee” shall also be deemed to refer
to “the Intercreditor Agreement, the Class B Liquidity Facility, the Escrow Agreement, the NPA, any Participation Agreement,
any Guarantee or the Deposit Agreement”, (c) references to “any Intercreditor Agreement, any Liquidity Facility or
any Guarantee” in clause (7) of such Section 9.01 shall also be deemed to refer to “the Intercreditor Agreement, the
Class B Liquidity Facility, the Escrow Agreement, the NPA, any Participation Agreement, any Guarantee or the Deposit Agreement,”
(d) references to “any Intercreditor Agreement, any Note Purchase Agreement, any Indenture, any Liquidity Facility or any
Guarantee” and to “any Intercreditor Agreement, any Liquidity Facility or any Guarantee” in clause (8) of such
Section 9.01 shall also be deemed to refer to “the Intercreditor Agreement, the NPA, any Indenture, the Class B Liquidity
Facility, the Escrow Agreement, the Deposit Agreement or any Participation Agreement” and (e) references to “this
Basic Agreement, any Trust Supplement or any applicable Note Purchase Agreement” in clause (13) of such Section 9.01 shall
also be deemed to refer to “the Basic Agreement, this Trust Supplement, the Note Purchase Agreement, any Indenture, any
Lease or any Participation Agreement”, (ii) one or more agreements supplemental to any Operative Agreement, the NPA, the
Escrow Agreement or the Deposit Agreement to provide for the formation of one or more Additional Trusts in existence at any one
time, the issuance of Additional Certificates from time to time, the purchase by an Additional Trust of applicable Additional
Equipment Notes and other matters incidental thereto or otherwise contemplated by Section 2.01(b) of the Basic Agreement, all
as provided in Section 4(b)(iv) of the NPA and Section 8.01(d) of the Intercreditor Agreement, and (iii) one or more agreements
supplemental to any Operative Agreement, the NPA, the Escrow Agreement or the Deposit Agreement to provide for the formation of
one or more Refinancing Trusts, the issuance of Refinancing Certificates, the purchase by any Refinancing Trust of applicable
Refinancing Equipment Notes and other matters incidental thereto or as otherwise contemplated by Section 2.01(b) of the Basic
Agreement, all as provided in Section 4(b)(iv) of the NPA and Section 8.01(c) of the Intercreditor Agreement. In addition, the
following provisions of Section 9.01 of the Basic Agreement shall be amended, with respect to the Class B Trust, as follows: (A)
Section 9.01(1) of the Basic Agreement shall be amended by replacing the word “, including” with the word “or”;
(B) Section 9.01(6) of the Basic Agreement shall be amended by inserting the phrase “(or to facilitate any listing of any
Certificates on any exchange or quotation system) or any requirement of DTC or like depositary,” after the phrase “any
exchange or quotation system on which the Certificates of any series are listed” but before the phrase “or of any
regulatory body”; (C) Section 9.01(7) of the Basic Agreement shall be amended by inserting the phrase “to establish
or” after the phrase “to such extent as shall be necessary” but before the phrase “to continue”;
and (D) Section 9.01(8) of the Basic Agreement shall be amended by inserting the phrase “, or to evidence the substitution
of a Liquidity Provider with a Replacement Liquidity Provider or to provide for a Replacement Liquidity Facility, all as provided
in any Intercreditor Agreement; or to evidence the substitution of a Depositary with a Replacement Depositary or to provide for
a Replacement Deposit Agreement, all as provided in the NPA; or to evidence and provide for the acceptance of appointment by a
successor Escrow Agent or successor Escrow Paying Agent under the Escrow Agreement;” after the phrase “ one or more
Trusts” but before the phrase “and to add to or change”.


 


Section 8.03         Supplemental
Agreements with Consent of Class B Certificateholders. Without limitation of Section 9.02 of
the Basic Agreement, the provisions of Section 9.02 of the Basic Agreement shall apply to agreements or amendments for the purpose
of adding any provisions to or changing in any manner or eliminating any of the provisions of the Escrow Agreement, the Deposit
Agreement, the Class B Liquidity Facility or the NPA or modifying in any manner the rights and obligations of the Class B Certificateholders
under the Escrow Agreement, the Deposit Agreement, the Class B Liquidity Facility or the NPA; provided that the provisions
of Section 9.02(1) of the Basic Agreement shall be deemed to include reductions in any manner of, or delay in the timing of, any
receipt by the Class B Certificateholders of payments upon the Deposits.


 




     32


     


    

 


Section 8.04         Consent
of Holders of Certificates Issued under Other Trusts. Notwithstanding any provision in Section
8.02 or Section 8.03 of this Trust Supplement to the contrary, no amendment or modification of Section 6.01
of this Trust Supplement shall be effective unless the trustee for each Class of Certificates affected by such amendment or modification
shall have consented thereto.


 


ARTICLE
IX



MISCELLANEOUS PROVISIONS


 


Section 9.01         Final
Termination Date. The respective obligations and responsibilities of the Company and the Trustee created hereby and the Class
B Trust created hereby shall terminate upon the distribution to all Class B Certificateholders and the Trustee of all amounts
required to be distributed to them pursuant to this Agreement and the disposition of all property held as part of the Trust Property;
provided, however, that in no event shall the Trust created hereby continue beyond one hundred ten (110) years following
the date of execution of this Trust Supplement.


 


Section 9.02         Basic
Agreement Ratified. Except and so far as herein expressly provided, all of the provisions, terms
and conditions of the Basic Agreement are in all respects ratified and confirmed; and the Basic Agreement and this Trust Supplement
shall be taken, read and construed as one and the same instrument. To the extent that any provisions of the Basic Agreement are
superseded by any provisions of this Trust Supplement, any reference to such provisions of the Basic Agreement herein or in the
Basic Agreement shall be deemed to be such provisions of this Trust Supplement.


 


Section 9.03         Governing
Law. THIS AGREEMENT HAS BEEN DELIVERED IN THE STATE OF NEW YORK AND THIS AGREEMENT AND THE CLASS
B CERTIFICATES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE.


 


Section 9.04         Counterparts.
This Trust Supplement may be executed in any number of counterparts (and no party shall be required to execute the same counterpart).
Each counterpart of this Trust Supplement including a signature page or pages executed by each of the parties hereto shall be
an original counterpart of this Trust Supplement, but all of such counterparts together constitute one instrument. The parties
intend that faxed signatures and electronically imaged signatures such as .pdf files shall constitute original signatures and
are binding on all parties. The original documents shall be promptly delivered, if requested.


 




     33


     


    

 


Section 9.05         Intention
of Parties. The parties hereto intend that the Class B Trust be classified for United States
federal income tax purposes as a grantor trust under Subpart E, Part I, Subchapter J, Chapter 1 of Subtitle A of the
Code, and not as a trust or association taxable as a corporation or as a partnership. Each Certificateholder of, and each Person
acquiring a beneficial interest in, a Class B Certificate, by its acceptance of its Class B Certificate or a beneficial interest
therein, agrees to treat the Class B Trust as a grantor trust for all United States federal, state and local income tax purposes.
The Trustee shall not be authorized or empowered to do anything that would cause the Class B Trust to fail to qualify as a grantor
trust for such tax purposes (including as subject to this restriction, acquiring any Aircraft by bidding the Equipment Notes relating
thereto or otherwise, or taking any action with respect to any such Aircraft once acquired).


 


Section 9.06         Agent
for Service of Process; Submission to Jurisdiction.  By the execution and delivery
of this Agreement, the Company (i) acknowledges that it has, by separate written instrument, irrevocably designated and appointed
Law Debenture Corporate Services (together with any successor, the “Agent for Service”), as its authorized
agent upon which process may be served in any suit, action or proceeding based on or arising out of this Agreement or the Class
B Certificates, that may be instituted in any United States federal or state court in the State of New York, or brought under
United States federal or state securities laws, and acknowledges that the Agent for Service has accepted such designation, (ii) irrevocably
submits itself to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, (iii) waives,
and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, that the suit,
action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that
this Agreement or the subject matter hereof or any of the transactions contemplated hereby may not be enforced in or by such courts,
(iv) agrees that service of process upon the Agent for Service and written notice of said service to the Company (which may be
effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid,
to its address set forth in Section 12.04 of the Basic Agreement, or at such other address of which the other parties shall have
been notified pursuant thereto) shall be deemed in every respect effective service of process in any such suit, action or proceeding;
and (v) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or
shall limit the right to sue in any other jurisdiction. The Company further agrees to take any and all action, including the execution
and filing of any and all such documents and instruments, as may be necessary to continue such designation and appointment of
the Agent for Service in full force and effect so long as any of the Class B Certificates shall be outstanding.


 


[Remainder of Page
Intentionally Blank; Signature Pages Follow]


 




     34


     


    

  


IN WITNESS WHEREOF, the parties have caused
this Trust Supplement to be duly executed by their respective officers thereto duly authorized as of the date first written above.


 


	 	LATAM AIRLINES GROUP S.A.
	 	 	 	 
	 	By:	/s/ Pilar Duarte
	 	 	Name:	Pilar Duarte
	 	 	Title:  	Authorized Signatory


 


[Signature Page to Trust Supplement 2015-1B]


 


 




     


     


    




 


	 	WILMINGTON TRUST COMPANY,
	 	as Trustee
	 	 	 	 
	 	By:	/s/ Drew H. Davis
	 	 	Name:	Drew H. Davis
	 	 	Title:	Assistant Vice President


 


[Signature Page to Trust Supplement 2015-1B]


 


 




     


     


    

 


EXHIBIT A to

TRUST SUPPLEMENT NO. 2015-1B


 


FORM OF CERTIFICATE


 


[THIS CERTIFICATE HAS NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY PERSONS EXCEPT
AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION OR ACCEPTANCE HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED
INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS
CERTIFICATE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT; (2) AGREES THAT IT WILL NOT WITHIN
ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUANCE OF THIS CERTIFICATE OR THE LAST DATE ON WHICH THIS CERTIFICATE WAS HELD BY LATAM
AIRLINES GROUP S.A., THE TRUSTEE OR ANY AFFILIATE OF ANY OF SUCH PERSONS RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE EXCEPT (A)
TO LATAM AIRLINES GROUP S.A. OR ANY OF ITS SUBSIDIARIES, (B) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER
THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES
ACT, (D) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (IF AVAILABLE) OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT; AND (3) AGREES THAT IF IT SHOULD RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE IT WILL DELIVER
TO EACH PERSON TO WHOM THIS CERTIFICATE IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. [IN THE CASE OF
RULE 144A CERTIFICATES: IN CONNECTION WITH ANY TRANSFER OF THIS CERTIFICATE PURSUANT TO CLAUSE (B) OR (D) ABOVE WITHIN ONE
YEAR AFTER THE LATER OF THE ORIGINAL ISSUANCE OF THIS CERTIFICATE OR THE LAST DATE ON WHICH THIS CERTIFICATE WAS HELD BY LATAM
AIRLINES GROUP S.A., THE TRUSTEE OR ANY AFFILIATE OF ANY OF SUCH PERSONS, THE HOLDER MUST CHECK THE APPROPRIATE BOX SET FORTH ON
THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE AND LATAM AIRLINES GROUP
S.A., TOGETHER WITH SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM
THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT.] AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES”
AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE PASS THROUGH
TRUST AGREEMENT CONTAINS A PROVISION REQUIRING THE REGISTRAR TO REFUSE TO REGISTER ANY TRANSFER OF THIS CERTIFICATE IN VIOLATION
OF THE FOREGOING RESTRICTIONS.]1


 





 






1 To be included on
the face of each Global Certificate and each Definitive Certificate issued in exchange for beneficial interests in a Global Certificate.


 




     


     


    

 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.]2


 


BY ITS ACQUISITION HEREOF, THE
HOLDER REPRESENTS THAT (I) EITHER (A) NO ASSETS OF A PLAN OR ANY TRUST ESTABLISHED WITH RESPECT TO A PLAN HAVE BEEN USED TO ACQUIRE
THIS CERTIFICATE OR AN INTEREST HEREIN OR (B) THE PURCHASE AND HOLDING OF THIS CERTIFICATE OR INTEREST HEREIN BY SUCH A PERSON
ARE EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS OF ERISA AND THE CODE OR SUBSTANTIALLY SIMILAR PROVISIONS OF FOREIGN, FEDERAL,
STATE OR LOCAL LAW PURSUANT TO ONE OR MORE PROHIBITED TRANSACTION STATUTORY OR ADMINISTRATIVE EXEMPTIONS OR SIMILAR EXEMPTIONS
UNDER SIMILAR LAW, AND (II) IT HAS DIRECTED THE TRUSTEE TO INVEST THE ASSETS HELD IN THE TRUST PURSUANT TO, AND TAKE ALL OTHER
ACTIONS CONTEMPLATED BY, THE TERMS AND CONDITIONS OF THE BASIC AGREEMENT, THE TRUST SUPPLEMENT, THE INTERCREDITOR AGREEMENT, THE
DEPOSIT AGREEMENT, THE ESCROW AGREEMENT, THE NPA AND EACH PARTICIPATION AGREEMENT. CERTAIN TERMS USED IN THIS PARAGRAPH SHALL HAVE
THE MEANINGS SPECIFIED IN THE AGREEMENT.


 





 






2 This legend to
appear on Book-Entry Certificates to be deposited with The Depositary Trust Company.


 




     


     


    

 


[GLOBAL CERTIFICATE]1


 


LATAM PASS THROUGH TRUST 2015-1B


 


LATAM [EXCHANGE] PASS THROUGH CERTIFICATE,
SERIES 2015-1B


 


Final Expected Regular Distribution Date:
November 15, 2023


 


evidencing a fractional undivided interest in the
Trust, the property of which includes or will include, among other things, certain Equipment Notes each secured by an Aircraft
owned by LATAM Airlines Group S.A.


 


	Certificate No. ______	 	$____________ Fractional Undivided Interest representing ___% of the Trust per $1,000 face amount	 	
        CUSIP No. ___________

        ISIN No. _____________

         



 


THIS CERTIFIES THAT ________, for value received,
is the registered owner of a $______ (______ dollars) Fractional Undivided Interest (or such lesser amounts as shall be the aggregate
outstanding face amount hereof as set forth in the records of the Trustee) in the LATAM Pass Through Trust, Series 2015-1B (the
“Trust”) created by Wilmington Trust Company, as trustee (together with any successor in interest and any successor
or other trustee appointed pursuant to the Trust Supplement referred to below, the “Trustee”) under a Pass Through
Trust Agreement, dated as of May 29, 2015 (the “Basic Agreement”), between Wilmington Trust Company, a Delaware
trust company, and LATAM Airlines Group S.A., an open stock corporation (sociedad anónima abierta) organized under
the laws of the Republic of Chile (together with any successor in interest pursuant to Section 5.02 of the Basic Agreement, the
“Company”), as supplemented by Trust Supplement No. 2015-1B thereto, dated as of May 29, 2015 (collectively,
and as may be amended from time to time, the “Agreement”), between the Trustee and the Company, a summary of
certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms
used herein have the meanings assigned to them in the Agreement. This Certificate is one of the duly authorized Certificates designated
as “LATAM [Exchange] Pass Through Certificates, Series 2015-1B” (herein called the “Certificates”).
This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement. By virtue of its acceptance
hereof, the Certificateholder of this Certificate assents to and agrees to be bound by all of the provisions of the Agreement and
the Intercreditor Agreement, including the subordination provisions of Section 9.09 of the Intercreditor Agreement. The Trust
Property is expected to include certain Equipment Notes and includes all rights of the Trust and the Trustee, on behalf of the
Trust, to receive any payments under the Intercreditor Agreement and the Class B Liquidity Facility. Each issue of the Equipment
Notes will be secured by, among other things, a security interest in the Aircraft owned by the Company.


 





 






1 To be included on
the face of each Global Certificate and each Global Exchange Certificate.


 




     


     


    

 


The Certificates represent Fractional Undivided
Interests in the Trust and the Trust Property, and will have no rights, benefits or interest in respect of any other separate trust
established pursuant to the terms of the Basic Agreement for any other series of certificates issued pursuant thereto.


 


Subject to and in accordance with the terms
of the Agreement and the Intercreditor Agreement, from funds then available to the Trustee, there will be distributed on each February
15, May 15, August 15 and November 15 (each, a “Regular Distribution Date”), commencing on August 15, 2015,
to the Person in whose name this Certificate is registered at the close of business on the 15th day preceding the Regular Distribution
Date, an amount in respect of the Scheduled Payments on the Series B Equipment Notes due on such Regular Distribution Date, the
receipt of which has been confirmed by the Trustee, equal to the product of the percentage interest in the Trust evidenced by this
Certificate and an amount equal to the sum of such Scheduled Payments. Subject to and in accordance with the terms of the Agreement
and the Intercreditor Agreement, in the event that Special Payments on the Series B Equipment Notes are received by the Trustee,
from funds then available to the Trustee, there shall be distributed on the applicable Special Distribution Date, to the Person
in whose name this Certificate is registered at the close of business on the 15th day preceding the applicable Special Distribution
Date, an amount in respect of such Special Payments on the Series B Equipment Notes, the receipt of which has been confirmed by
the Trustee, equal to the product of the percentage interest in the Trust evidenced by this Certificate and an amount equal to
the sum of such Special Payments so received. If a Regular Distribution Date or Special Distribution Date is not a Business Day,
distribution shall be made on the immediately following Business Day and no interest shall accrue during the intervening period.
The Trustee shall mail notice of each Special Payment and the Special Distribution Date therefor to the Certificateholder of this
Certificate.


 


[The holder of this Certificate is entitled
to the benefits of the Registration Rights Agreement, dated as of May 29, 2015, among the Company, the Trustee and the representative
of the Initial Purchasers named therein (the “Registration Rights Agreement”). Subject to the terms of the Registration
Rights Agreement, in the event that neither the consummation of the Exchange Offer nor the declaration by the SEC of a Shelf Registration
Statement to be effective (a “Registration Event”) occurs on or prior to the Exchange Deadline (as defined below),
the interest rate per annum borne by the Certificates shall be increased by 0.50% per annum effective as of the first day after
the Exchange Deadline but only until the Exchange Offer is consummated or the Shelf Registration Statement is declared or otherwise
becomes effective under SEC rules. In the event that the Shelf Registration Statement ceases to be available at any time in the
manner prescribed and during the period specified by the Registration Rights Agreement for more than 45 days during any three-month
period or 120 days within any one-year period, the interest rate per annum borne by the Certificates shall be increased by 0.50%
from the 46th day or 121st day, as applicable, until such time as the Shelf Registration Statement again becomes available. The
“Exchange Deadline” means the 455th day after the Issuance Date (or, if the last day of such 455-day period
is not a Business Day, the first Business Day thereafter).]2


 





 






2 To be included only
on each Initial Certificate.


 




     


     


    

 


Distributions on this Certificate will be
made by the Trustee by check mailed to the Person entitled thereto, without the presentation or surrender of this Certificate or
the making of any notation hereon, except that with respect to Certificates registered on the Record Date in the name of a Clearing
Agency (or its nominee), such distributions shall be made by wire transfer. Except as otherwise provided in the Agreement and notwithstanding
the above, the final distribution on this Certificate will be made after notice mailed by the Trustee of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or agency of the Trustee specified in such notice.


 


The Certificates do not represent a direct
obligation of, or an obligation guaranteed by, or an interest in, the Company, the Trustee, the Subordination Agent, any Loan Trustee
or any Affiliate of any thereof. The Certificates are limited in right of payment, all as more specifically set forth on the face
hereof and in the Agreement. All payments or distributions made to Certificateholders under the Agreement shall be made only from
the Trust Property and only to the extent that the Trustee shall have sufficient income or proceeds from the Trust Property to
make such payments in accordance with the terms of the Agreement. Each Certificateholder of this Certificate, by its acceptance
hereof, agrees that it will look solely to the income and proceeds from the Trust Property to the extent available for any payment
or distribution to such Certificateholder pursuant to the terms of the Agreement and that it will not have any recourse to the
Company, the Trustee, the Loan Trustees or any Affiliate of any thereof except as otherwise expressly provided in the Agreement,
in any Note Document or in the Intercreditor Agreement. This Certificate does not purport to summarize the Agreement and reference
is made to the Agreement for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced
hereby. A copy of the Agreement may be examined during normal business hours at the principal office of the Trustee, and at such
other places, if any, designated by the Trustee, by any Certificateholder upon request.


 


The Agreement permits, with certain exceptions
therein provided, the amendment thereof, and the modification of the rights and obligations of the Company and the rights of the
Certificateholders under the Agreement, at any time by the Company and the Trustee with the consent of the Certificateholders holding
Certificates evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the Trust. Any such
consent by the Certificateholder of this Certificate shall be conclusive and binding on such Certificateholder and upon all future
Certificateholders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange hereof or in lieu
hereof whether or not notation of such consent is made upon this Certificate. The Agreement also permits the amendment thereof,
in certain limited circumstances, without the consent of the Certificateholders of any of the Certificates.


 


As provided in the Agreement and subject to
certain limitations set forth therein, the transfer of this Certificate is registrable in the Register upon surrender of this Certificate
for registration of transfer at the offices or agencies maintained by the Trustee in its capacity as Registrar, or by any successor
Registrar, duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Registrar,
duly executed by the Certificateholder hereof or such Certificateholder’s attorney duly authorized in writing, and thereupon
one or more new Certificates of authorized denominations evidencing the same aggregate Fractional Undivided Interest in the Trust
will be issued to the designated transferee or transferees.


 




     


     


    

 


The Certificates are issuable only as registered
Certificates without coupons in minimum denominations of $1,000 Fractional Undivided Interest and integral multiples of $1,000
in excess thereof except that one Certificate may be issued in a different denomination. As provided in the Agreement and subject
to certain limitations therein set forth, the Certificates are exchangeable for new Certificates of authorized denominations evidencing
the same aggregate Fractional Undivided Interest in the Trust, as requested by the Certificateholder surrendering the same.


 


No service charge will be made for any such
registration of transfer or exchange, but the Trustee shall require payment of a sum sufficient to cover any tax or governmental
charge payable in connection therewith.


 


The Company, the Trustee, the Registrar and
any Paying Agent shall deem and treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Company, the Trustee, the Registrar or any such agent shall be affected by any notice to the contrary.


 


Each Certificateholder and Person with a beneficial
interest herein, by its acceptance of this Certificate or such interest, agrees to treat the Trust as a grantor trust for all U.S.
federal, state and local income tax purposes.


 


The obligations and responsibilities created
by the Agreement and the Trust created thereby shall terminate upon the distribution to Certificateholders of all amounts required
to be distributed to them pursuant to the Agreement and the disposition of all property held as part of the Trust Property.


 


Any Person acquiring or accepting this Certificate
or an interest herein will, by such acquisition or acceptance, be deemed to (a) represent and warrant to the Company, the Loan
Trustees and the Trustee that either: (i) no assets of a Plan or any trust established with respect to a Plan have been used
to purchase or hold this Certificate or an interest herein or (ii) the purchase and holding of this Certificate or interest
herein by such Person are exempt from the prohibited transaction restrictions of ERISA and the Code or provisions of Similar Law
pursuant to one or more prohibited transaction statutory or administrative exemptions or similar exemptions under Similar Law;
and (b) direct the Trustee to invest the assets held in the Trust pursuant to, and take all other actions contemplated by, the
terms and conditions of the Basic Agreement, this Trust Supplement, the Intercreditor Agreement, the Deposit Agreement, the Escrow
Agreement, the NPA, and each Participation Agreement.


 


THIS CERTIFICATE AND THE AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY
AND PERFORMANCE.


 


Unless the certificate of authentication hereon
has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement
or be valid for any purpose.


 




     


     


    

 


IN WITNESS WHEREOF, the Trustee has caused
this Certificate to be duly executed.


 


	 	LATAM PASS THROUGH TRUST 2015-1B
	 	 	 
	 	By:	WILMINGTON TRUST COMPANY,
	 	 	as Trustee
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




     


     


    

 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Certificates referred to
in the within-mentioned Agreement.


 


	 	WILMINGTON TRUST COMPANY,
	 	as Trustee
	 	 	 
	 	By:	 
	 	 	Authorized Officer


 


Dated: [________,____]


 




     


     


    

 


[FORM OF TRANSFER NOTICE]


 


FOR VALUE RECEIVED the undersigned registered
holder hereby sell(s), assign(s) and transfer(s) unto


 


Insert Taxpayer Identification No.


 


_____________________________

Please print or typewrite name and address including zip code of assignee


 


_____________________________
 the
within Certificate and all rights thereunder, hereby irrevocably constituting and appointing ______________________ attorney to transfer said Certificate on the books of the Trustee with full power of
substitution in the premises.


 


[THE FOLLOWING PROVISION
TO BE INCLUDED ON ALL

CERTIFICATES EXCEPT REGULATION S GLOBAL CERTIFICATES,

REGULATION S DEFINITIVE CERTIFICATES AND EXCHANGE CERTIFICATES]


 


In connection with any transfer of this
Certificate occurring prior to the date that is one year after the later of the original issuance of this Certificate or the last
date on which this Certificate was held by LATAM Airlines Group S.A., the Trustee or any affiliate of such Persons, the undersigned
confirms that:


 


Check One


 


 ̈    (a) this
Certificate is being transferred in compliance with the exemption from registration under the United States Securities Act of 1933,
as amended, provided by Rule 144A thereunder.


 


or


 


 ̈    (b)
this Certificate is being transferred other than in accordance with (a) above and documents are being furnished that comply with
the conditions of transfer set forth in this Certificate and the Agreement.


 


TO BE COMPLETED BY TRANSFEREE IF (a) ABOVE IS CHECKED.


 


The undersigned represents and warrants
that it is acquiring this Certificate for its own account or an account with respect to which it exercises sole investment discretion
and that it and any such account is a “qualified institutional buyer” within the meaning of Rule 144A under the United
States Securities Act of 1933, as amended, and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges
that it has received such information regarding LATAM Airlines Group S.A. as the undersigned has requested pursuant to Rule 144A
or has determined not to request such information and that it is aware that the transferor is relying upon the undersigned’s
foregoing representations in order to claim the exemption from registration provided by Rule 144A.








     


     


    

  


	Date: [____________, ___]	______________________
	 	 
	 	NOTE: To be executed by an executive officer.


 


The Registrar shall not be obligated to
register this Certificate in the name of any Person other than the holder hereof unless and until the conditions to any transfer
of registration set forth herein and in Article IV of the Trust Supplement shall have been satisfied.


 


	Date: ________________	 	_________________________
	 	 	NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within-mentioned instrument in every particular, without alteration or any change whatsoever.
	 	 	 
	 	 	SIGNATURE GUARANTEE: ______________________


 


Signatures must be guaranteed by an “eligible
guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation
in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program”
as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange
Act of 1934, as amended.


 




     


     


    

 


EXHIBIT B to


TRUST SUPPLEMENT NO. 2015-1B


 


DTC LETTER OF REPRESENTATIONS


 




     


     


    

 


EXHIBIT C to


TRUST SUPPLEMENT NO. 2015-1B


 


FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION
WITH


  TRANSFERS
OF CERTIFICATES PURSUANT TO REGULATION S  


 


	 	[date]


 


Wilmington Trust Company


1100 North Market Street


Wilmington, DE 19890


Attention: Corporate Trust Administration


 


		Re:	LATAM Pass Through Certificates,



			Series 2015-1B (the “Certificates”)



 


Ladies and Gentlemen:


 


In connection with our proposed sale of
$_________ Fractional Undivided Interest of the Certificates, we confirm that such sale has been effected pursuant to and in accordance
with Regulation S (“Regulation S”) under the United States Securities Act of 1933, as amended (the “Securities
Act”), and, accordingly, we represent that:


 


  (1)         the offer of the Certificates was not made to a person in the United States;




 


  (2)         either (a) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States or (b) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States;




 


  (3)         no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(a) or Rule 904(a) of Regulation S, as applicable; and




 


  (4)         the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.




 


In addition, if the sale is made during
a distribution compliance period and the provisions of Rule 903(b)(2) or Rule 904(b)(1) of Regulation S are applicable
thereto, we confirm that such sale has been made in accordance with the applicable provisions of Rule 903(b)(2) or Rule 904(b)(1),
as the case may be.


 




     


     


    

 


You and LATAM Airlines Group S.A. are entitled
to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any
administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate
have the meanings set forth in Regulation S.


 


	 	Very truly yours,
	 	 
	 	[Name of Transferor]