Table of Contents


EXECUTION COPY
 
 Exhibit 2.3 TAM CAPITAL 2 INC. as Issuer
the GUARANTORS party hereto
THE BANK OF NEW YORK MELLON,
as Trustee, Registrar, Transfer Agent and Principal Paying Agent
and
THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A.
as Luxembourg Transfer Agent
____________________ INDENTURE Dated as of October 29, 2009
____________________
9.50% Senior Guaranteed Notes Due 2020


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CROSS-REFERENCE
TABLE TIA
SectionsIndenture Sections §. 310.
(a)......................................................................................................
7.09 (b)......................................................................................................
7.07 §.
311............................................................................................................
7.03 §.
312..........................................................................................................
11.02 §.
313............................................................................................................
7.01 §. 314. (a)
..................................................................................................
4, 4.02 (c)....................................................................................................
11.03 (e)....................................................................................................
11.04 §. 315.
(a).............................................................................................
7.01, 7.02 (b).............................................................................................
7.02, 7.05 (c)......................................................................................................
7.01 (d).....................................................................................................
7.02 (e).............................................................................................
6.03, 7.02 §. 316.
(a)...........................................................................
2.05, 6.02, 6.12, 6.13 (b).............................................................................................
6.07, 6.08 (c)....................................................................................................
11.02 §. 317. (a)
(1)................................................................................................
6.03 (a)
(2)................................................................................................
6.10 (b)......................................................................................................
2.03 §.
318..........................................................................................................
11.15   i


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TABLE OF
CONTENTS 
 Page  Article 1Definitions and Other Provisions of General
      ApplicationSection 1.01.  Definitions.
    1Section 1.02.  Rules of Construction.
    13Section 1.03.  Table of Contents; Headings.
    13Section 1.04.  Form of Documents Delivered to
      Trustee.
    13Section 1.05.  Holder Communications; Acts of Holders.
    14Article 2The NotesSection 2.01.  Form and Dating.
    15Section 2.02.  Execution, Authentication and
      Delivery.
    16Section 2.03.  Transfer Agent, Registrar and Paying
      Agent
    17Section 2.04.  Paying Agent to Hold Money in Trust
    18Section 2.05.  Payment of Principal and Interest; Principal and
      Interest Rights Preserved.
    18Section 2.06.  Holder Lists.
    19Section 2.07.  Transfer and Exchange.
    19Section 2.08.  Replacement Notes.
    22Section 2.09.  Temporary Notes.
    22Section 2.10.  Cancellation.
    22Section 2.11.  Defaulted Interest
    23Section 2.12.  CUSIP and ISIN Numbers.
    23Section 2.13.  Open Market Purchases.
    23Section 2.14.  Issuance Of Additional Notes.
    23Section 2.15.  One Class Of Notes.
    24Article 3RedemptionSection 3.01.  Right of Redemption.
    24Section 3.02.  Applicability of Article.
    26Section 3.03.  Election to Redeem; Notice to
      Trustee.
    26Section 3.04.  Notice of Redemption by the Company.
    26Section 3.05.  Deposit of Redemption Price.
    27Section 3.06.Effect of Notice of Redemption.
    27Section 3.07.  Notes Redeemed In Part
    28Article 4CovenantsSection 4.01.Payment of Principal and Interest Under the
      Notes.
    28  ii


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Section 4.02.Maintenance of Office or Agency.
    28Section 4.03.Money for Note Payments to Be Held in
      Trust
    29Section 4.04.Maintenance of Corporate Existence.
    30Section 4.05.Payment of Taxes and Claims.
    30Section 4.06.Payment of Additional Amounts.
    30Section 4.07.Reporting Requirements.
    33Section 4.08.Available Information.
    34Section 4.09.Limitations on the Company.
    34Section 4.10.Limitation on Transactions with Affiliates.
    35Section 4.11.  Repurchase of Notes upon a Change of
      Control
    35Section 4.12.  Additional Interest
    35Article 5Consolidation, Merger, Conveyance, Transfer or
      LeaseSection 5.01.Limitation on Consolidation, Merger or Transfer of
      Assets.
    36Section 5c.02.Successor Substituted.
    37Article 6Events of Default and RemediesSection 6.01.Events of Default
    37Section 6.02.Acceleration of Maturity, Rescission and
      Amendment
    39Section 6.03.Collection Suit by Trustee.
    39Section 6.04.Other Remedies.
    40Section 6.05.Trustee May Enforce Claims Without Possession of
      Notes.
    40Section 6.06.Application of Money Collected.
    40Section 6.07.Limitation on Suits.
    41Section 6.08.Rights of Holders to Receive Principal and
      Interest
    41Section 6.09.Restoration of Rights and Remedies.
    41Section 6.10.Trustee May File Proofs of Claim..
    41Section 6.11.Delay or Omission Not Waiver.
    42Section 6.12.Control by Holders.
    42Section 6.13.Waiver of Past Defaults and Events of
      Default
    42Section 6.14.Rights and Remedies Cumulative.
    42Section 6.15.Waiver of Stay or Extension Laws.
    43Article 7Trustee and AgentsSection 7.01.Duties of Trustee and Agents.
    43Section 7.02.Rights of Trustee.
    44Section 7.03.Individual Rights of Trustee.
    46Section 7.04.Trustees Disclaimer.
    46Section 7.05.Notice of Defaults and Events of Default
    46Section 7.06.Compensation and Indemnity.
    46Section 7.07.Replacement of Trustee.
    48
  iii


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Section 7.08.Successor Trustee by Merger.
     49Section 7.09.Eligibility; Disqualification.
     49Article 8Discharge of Indenture; DefeasanceSection 8.01.Discharge of Liability on Notes.
     49Section 8.02.Conditions to Defeasance.
     50Section 8.03.Application of Trust Money.
     52Section 8.04.Repayment to Company.
     52Section 8.05.Indemnity for U.S. Governmental Obligations.
     52Section 8.06.Reinstatement
     52Article 9AmendmentsSection 9.01.Without Consent of Holders.
     53Section 9.02.With Consent of Holders.
     54Section 9.03.Revocation and Effect of Consents and Waivers.
     55Section 9.04.Notation on or Exchange of Notes.
     55Section 9.05.Trustee to Sign Amendments.
     56Section 9.06.Payment for Consent
     56Article 10GuaranteeSection 10.01.  The Note Guaranty.
     56Section 10.02.  Guaranty Unconditional
     56Section 10.03.  Discharge; Reinstatement
     57Section 10.04.  Waiver by the Guarantors.
     57Section 10.05.  Subrogation and Contribution.
     57Section 10.06.  Stay of Acceleration.
     58Section 10.07.  Limitation on Amount of Guaranty.
     58Section 10.08.  Execution and Delivery of Guaranty.
     58Section 10.09.  Release of Guaranty.
     58Article 11MiscellaneousSection 11.01.Provisions of Indenture and Notes for the Sole Benefit of Parties and Holders of Notes
     59Section 11.02.Notices.
     59Section 11.03.Officers Certificate and Opinion of Counsel as to Conditions Precedent
     60Section 11.04.Statements Required in Officers Certificate or Opinion of Counsel
     60Section 11.05.Rules by Trustee, Registrar, Paying Agent and Transfer Agents.
     61Section 11.06.  Currency Indemnity.
     61Section 11.07.No Recourse Against Others.
     62  iv






|Section 11.08.Legal Holidays.                                                                                                                                                                                                     | 62
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --
|Section 11.09.Governing Law..                                                                                                                                                                                                     | 62
|Section 11.10.Consent to Jurisdiction; Waiver of Immunities.                                                                                                                                                                      | 62
|Section 11.11.Successors and Assigns.                                                                                                                                                                                             | 63
|Section 11.12.Multiple Originals.                                                                                                                                                                                                 | 64
|Section 11.13.Severability Clause.                                                                                                                                                                                                | 64
|Section 11.14.  Force Majeure.                                                                                                                                                                                                    | 64
|Section 11.15.  Trust Indenture Act Of 1939.                                                                                                                                                                                      | 64
|                                                                                                                                                                                                                                  |   
|EXHIBITS:                                                                                                                                                                                                                         |   
|EXHIBIT A        Form of Note                                                                                                                                                                                                   
|EXHIBIT B        Form of Supplemental Indenture                                                                                                                                                                                 
|EXHIBIT C        Form of Transfer Notice                                                                                                                                                                                        
|EXHIBIT D        Form of Certificate for Transfer from Restricted Global Note or Certificated Note Bearing a Securities Act Legend to Regulation S Global Note or Certificated Note Not Bearing a Securities Act Legend         
|EXHIBIT E        Form of Transfer Certificate for Transfer from Regulation S Global Note or Certificated Note Not Bearing a Securities Act Legend to Restricted Global Note or Certificated Note Bearing a Securities Act Legend
|EXHIBIT F        Form of Certificate for Removal of the Securities Act Legend on a Certificated Note                                                                                                                            

v


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INDENTURE, dated as of October 29, 2009, among TAM CAPITAL 2 INC., an exempted company incorporated with limited liability in the Cayman Islands, as the Company, the GUARANTORS party hereto (the Guarantors), THE BANK OF NEW YORK MELLON, as Trustee, Registrar, Transfer Agent and Principal Paying Agent and THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A., as Luxembourg Transfer Agent. RECITALS The Company has duly authorized the issue of 9.50% Senior Guaranteed Notes Due 2020 (the Notes), initially in an aggregate principal amount of U.S.$300,000,000, and has duly authorized the execution and delivery of this Indenture. All things necessary have been done to make the Notes when executed and authenticated and delivered hereunder and duly issued, the valid obligations of the Company, and to make this Indenture a valid agreement of the Company. In addition, the Guarantors party hereto have duly authorized the execution and delivery of the Indenture as guarantors of the Notes. Each Guarantor has done all things necessary to make the Note Guarantees, when the Notes are executed by the Company and authenticated and delivered by the Trustee and duly issued by the Company, the valid obligations of such Guarantor, and to make the Indenture a valid agreement of such Guarantor. NOW, THEREFORE, THIS INDENTURE WITNESSETH: For and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders, as follows: Article 1Definitions and Other Provisions of General Application Section 1.01.  Definitions. Act, when used with respect to any Holder, has the meaning specified in Section 1.05. Additional Amounts has the meaning specified in Section 4.06. Additional Notes means any notes issued under the Indenture in addition to the Notes, having the same terms in all respects as the Notes except for the issue date, issue price and that interest will accrue on the Additional Notes from their date of issuance.  
 Exh. 2.3-1


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Affiliate means, with respect to any specified Person, (a) any other Person which, directly or indirectly, is in control of, is controlled by or is under common control with such

specified Person or (b) any other Person who is a director or officer (i) of such specified Person, (ii) of any subsidiary of such specified Person or (iii) of any Person described in clause (a) above. For purposes of this definition, control of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise, and the terms controlling and controlled have meanings correlative to the foregoing. Affiliate Transaction has the meaning specified in Section 4.10. Agents means each of the Registrar, the Transfer Agents and the Paying Agents, including the Principal Paying Agent, individually, an Agent. Applicable Procedures means the applicable procedures of DTC, Euroclear and Clearstream, Luxembourg, in each case to the extent applicable. Authenticating Agent has the meaning specified in Section 2.02. Authorized Denomination has the meaning specified in Section 2.02. Board of Directors means the Board of Directors of the Company, or any Guarantor, as the case may be, or any committee thereof duly authorized to act on behalf of such Board of Directors. Board Resolution means a copy of a resolution certified by the Secretary, the Assistant Secretary or another Officer or legal counsel performing corporate secretarial functions of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification and delivered to the Trustee. Brazil means the Federative Republic of Brazil. Brazilian Corporation Law means Brazilian Federal Law No. 6.404/76, as amended from time to time. Business Day means any day other than a Saturday, a Sunday or a legal holiday in the Cayman Islands, Brazil or the United States or a day on which banking institutions or trust companies are authorized or obligated by law to close in the Cayman Islands, The City of New York, USA or São Paulo, Brazil. Capital Lease Obligations means, with respect to any Person, any obligation which is required to be classified and accounted for as a capital lease on the face of a balance sheet of such Person prepared in accordance with IFRS; the amount of such obligation shall be the capitalized amount thereof, determined in accordance with IFRS; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a penalty. Capital Stock means, with respect to any Person, any and all shares of stock, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in(however designated, whether voting or non-voting) such persons equity, including any preferred stock, but excluding any debt securities convertible into or exchangeable for such equity.  
 Exh. 2.3-2


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Cayman
Islands means the Cayman Islands, a British Overseas
Territory. Certificated
Note has the meaning specified in Section
2.01. Change of
Control means: (i)        
the direct or indirect sale or transfer of all or substantially all the assets
of TAM S.A. to another Person (in each case, unless such other Person is a
Permitted Holder); or (ii)       
the consummation of any transaction (including, without limitation, by merger,
consolidation, acquisition or any other means) as a result of which any person
or group (as such terms are used for purposes of Sections 13(d) and 14(d) of
the Exchange Act, other than Permitted Holders) is or becomes the beneficial
owner (as such term is used in Rules 13d-3 under the Exchange Act), directly or
indirectly, of more than 50% of the total voting power of the Voting Stock of
TAM S.A.; or (iii)       the
first day on which a majority of the Board of Directors of TAM S.A. consists of
persons who were elected by shareholders who are not Permitted
Holders. Clearstream,
Luxembourg means Clearstream Banking,société
anonyme,  Luxembourg. Closing
Date means October 29, 2009 or such later date on
which the Notes are issued hereunder. Company means TAM Capital 2
Inc. until replaced by a successor thereof, and, thereafter, includes the
successor for purposes of any provision contained herein. Company
Order means a written order signed in the name of the
Company by an Officer. Comparable
Treasury Issue means the U.S. Treasury security selected by
the Quotation Agent as having a maturity comparable to the remaining term of the
notes to be redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of such
notes. Comparable
Treasury Price means with respect to any redemption date for
notes, the average of two Reference Treasury Dealer Quotations for such
redemption date. Corporate
Trust Office means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered
(which office as of the date of this Indenture is located at 101 Barclay Street,
Floor Four East, New York, NY 10286).  
 Exh. 2.3-3


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covenant
defeasance option has the meaning specified in Section
8.01. Custodian means any receiver,
trustee, assignee, liquidator, custodian or similar official under any
bankruptcy law. CVM means the Brazilian
Securities Commission (Comissão de Valores Mobiliários). Debt means, with respect to
any Person, without duplication: (i)        
the principal of and premium, if any, in respect of (a) indebtedness of such
Person for money borrowed and (b) indebtedness evidenced by notes, debentures,
bonds or other similar instruments for the payment of which such Person is
responsible or liable; (ii)       
all Capital Lease Obligations of such Person; (iii)       all
obligations of such Person issued or assumed as the deferred purchase price of
property, all conditional sale obligations of such Person and all obligations of
such Person under any title retention agreement (but excluding trade accounts
payable or other short term obligations to suppliers payable within 180 days, in
each case arising in the ordinary course of business); (iv)       all
obligations of such Person for the reimbursement of any obligor on any letter of
credit, bankers acceptance or similar credit transaction (other than
obligations with respect to letters of credit securing obligations other than
obligations described in clauses (i) through (iii) above) entered into in the
ordinary course of business of such Person to the extent such letters of credit
are not drawn upon or, if and to the extent drawn upon, such drawing is
reimbursed no later than the tenth Business Day following receipt by such Person
of a demand for reimbursement following payment on the letter of
credit); (v)        all
Hedging Obligations of such Person; (vi)       all
obligations of the type referred to in clauses (i) through (iv) of other Persons
and all dividends of other Persons for the payment of which, in either case,
such Person is responsible or liable, directly or indirectly, as obligor,
guarantor or otherwise, including by means of any guarantee (other than
obligations of other Persons that are customers or suppliers of such Person for
which such Person is or becomes so responsible or liable in the ordinary course
of business to (but only to) the extent that such Person does not, or is not
required to, make payment in respect thereof); (vii)      all
obligations of the type referred to in clauses (i) through (v) of other Persons
secured by any Lien on any property or asset of such Person (whether or not such
obligation is assumed by such Person), the amount of such obligation being
deemed to be the lesser of the value of such property or assets or the amount of
the obligation so secured; and (viii)     any other
obligations of such Person which are required to be, or are in such Persons
financial statements, recorded or treated as debt under IFRS.  Exh. 2.3-4


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Default means any event that
is, or after notice or passage of time or both would be, an Event of
Default. defeasance
trust has the meaning specified in Section
8.02. Depositary means DTC or any
successor depositary for the Notes. DTC means The Depository
Trust Company. Euroclear means Euroclear Bank
S.A./N.V. Event of
Default has the meaning specified in Section
6.01. Exchange
Act means the U.S. Securities Exchange Act of 1934,
as amended. Facsimile
Instruction shall mean any Written Direction transmitted to
the Trustee or any Agent by means of facsimile transmission. Facsimile
Signature shall mean any signature transmitted to the
Trustee or any Agent by means of facsimile transmission. Fitch means Fitch Ratings,
Ltd. and its successors. Global
Note means a global note representing the Notes
substantially in the form attached hereto as Exhibit A. Governing
Document shall mean any written instrument pursuant to
which the Trustee or any Agent acts in any fiduciary or agency capacity on
behalf of the Company or on behalf of the Holders. guarantee means any obligation,
contingent or otherwise, of any Person directly or indirectly guaranteeing any
Debt or other obligation of any Person and any obligation, direct or indirect,
contingent or otherwise, of such Person (i) to purchase or pay (or advance or
supply funds for the purchase or payment of) such Debt or other obligation of
such Person (whether arising by virtue of partnership arrangements, or by
agreement to keep-well, to purchase assets, goods, securities or services, to
take or pay, or to maintain financial statement conditions or otherwise) or (ii)
entered into for purposes of assuring in any other manner the obligee of such
Debt or other obligation of the payment thereof or to protect such obligee
against loss in respect thereof (in whole or in part);provided,however, that the term
guarantee shall not include endorsements for collection or deposit in the
ordinary course of business.  The term guarantee used as a verb has a
corresponding meaning. Guarantor means (i) each of TAM
S.A. and TAM Linhas Aéreas S.A., and (ii) each Person that executes a
supplemental indenture in the form of Exhibit B to the Indenture providing for
the guaranty of the payment of the Notes, or any successor obligor under the
Note Guaranty pursuant to Section 5.01, in each case unless and until such
Guarantor is released from its Note Guaranty pursuant to the
Indenture.  Exh. 2.3-5


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Hedging
Agreement means (i) any interest rate swap agreement,
interest rate cap agreement or other agreement designed to protect against
fluctuations in interest rates, (ii) any foreign exchange forward contract,
currency swap agreement or other agreement designed to protect against
fluctuations in foreign exchange rates or (iii) any commodity or raw material
futures contract or any other agreement designed to protect against fluctuations
in raw material prices. Hedging
Obligations means, with respect to any Person, the
obligations of such Person pursuant to any interest rate swap agreement, foreign
currency exchange agreement, interest rate collar agreement, option or futures
contract or other similar agreement or arrangement designed to protect such
Person against changes in interest rates or foreign exchange rates. Holder or Noteholder means the Person in
whose name a Note is registered in the Register. IFRSmeans
International Financial Reporting Standards, as issued by the International
Accounting Standards Board, or IASB, in each case as in effect from time to
time. Incumbency
Certificate shall mean the list of authorized signatories
of the Company on file with the Trustee. Indenture means this Indenture,
as amended or supplemented from time to time in accordance with the provisions
hereof. Initial
Purchasers means the initial purchasers party to a
purchase agreement with the Company and the Guarantors relating to the sale of
the Notes by the Company. interest on a Note means the
interest on such Note (including any Additional Amounts payable by the Company
in respect of such interest). Interest
Payment Date means the Payment Date of an installment of
interest on the Notes. issue means issue, assume,
guarantee, incur or otherwise become liable for;provided,however, that any Debt or
Capital Stock of a Person existing at the time such Person becomes a Subsidiary
(whether by merger, consolidation, acquisition or otherwise) shall be deemed to
be issued by such Subsidiary at the time it becomes a Subsidiary; and the term
issuance has a corresponding meaning. Issue
Date means October 29, 2009. legal
defeasance option has the meaning specified in Section
8.01. Lien means any mortgage,
pledge, security interest, encumbrance, conditional sale or other title
retention agreement or other similar lien.  
 Exh. 2.3-6


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Maturity means, when used with
respect to any Note, the date on which the outstanding principal of and interest
on such Note becomes due and payable as therein or herein provided, whether by
declaration of acceleration, call for redemption or otherwise. Note
Guaranty means the guaranty of the Notes by a Guarantor
pursuant to this Indenture. Notes has the meaning
specified in the first paragraph of the Recitals in this Indenture and shall be
in the form of Note set forth in Exhibit A. Offering
Memorandum means the offering memorandum dated October 22,
2009 relating to the Notes. Officer means the president or
chief executive officer, any vice president, the chief financial officer, the
treasurer or any assistant treasurer, or the secretary or any assistant
secretary, of the Company or any Guarantor, as the case may be, or any other
Person duly appointed by the shareholders of the Company, or such Guarantor, as
the case may be, or the Board of Directors to perform corporate
duties. Officers
Certificate means a certificate signed by any two Officers
of the Company or any Guarantor, as the case may be, and delivered to the
Trustee. Opinion of
Counsel means a written opinion of legal counsel of
recognized standing (who may be an employee of or counsel to the Company or any
Guarantor) and who shall be reasonably acceptable to the Trustee, which opinion
is reasonably satisfactory to the Trustee. Outstanding means, when used with
respect to Notes, as of the date of determination, all Notes theretofore
authenticated and delivered under this Indenture, except: (i)        
Notes theretofore cancelled by the Trustee or delivered to the Trustee for
cancellation; (ii)       
Notes for whose payment or redemption money in the necessary amount has been
theretofore deposited with the Trustee or any Paying Agent (other than the
Company) in trust or set aside and segregated in trust by the Company (if the
Company shall act as its own Paying Agent) for the Holders of such Notes;providedthat, if such Notes are
to be redeemed pursuant to Section 3.01(b), notice of such redemption has been
duly given pursuant to this Indenture or provision therefor satisfactory to the
Trustee has been made; (iii)       Notes,
except to the extent provided in Sections 8.01 and 8.02, with respect to which
the Company has effected legal defeasance and/or covenant defeasance as provided
in Article 8; and (iv)       Notes in
exchange for or in lieu of which other Notes have been authenticated and
delivered pursuant to this Indenture, other than any such Notes in respect of
which there shall have been presented to the Trustee proof satisfactory to it
that such Notes are held by a bona fidepurchaser or protected
purchaser in whose hands such Notes are valid obligations of the
Company;   Exh. 2.3-7


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provided,however, that in determining
whether the Holders of the requisite principal amount of Outstanding Notes have
given any request, demand, authorization, direction, consent, notice or waiver
hereunder, Notes owned by the Company or any of its Affiliates shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, consent, notice or waiver, only Notes which a
Responsible Officer of the Trustee has received written notice at its address
specified herein of being so owned shall be so disregarded.  Notes so owned
which have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgees right so to
act with respect to such Notes and that the pledgee is not the Company, or any
other obligor upon the Notes or any of its or such other obligors
Affiliates. Paying
Agent means The Bank of New York Mellon (Luxembourg)
S.A. and any other Person authorized by the Company to pay the principal of or
interest on any Notes on behalf of the Company hereunder, including the
Principal Paying Agent. Payment
Date means the date on which payment of interest on
and/or principal of the Notes is due. Payment
Default has the meaning specified in Section
6.01. Permitted
Holders means any or all of the following (i)        
an immediate family member of Noemy Almeida Oliveiro Amaro, Maria Claudia
Oliveira Amaro Demenato, Maurcio Rolim Amaro, Marcos Adolfo Tadeu Senamo Amaro
and João Francisco Amaro or any Affiliate or immediate family member thereof;
immediate family member of a person means the spouse, lineal descendants,
father, mother, brother, sister, father-in-law, mother-in-law, brother-in-law
and sister-in-law of such person; and (ii)       
any Person the Voting Stock of which (or in the case of a trust, the beneficial
interests in which) are owned at least 51% by Persons specified in clause
(i). Person means an individual, a
corporation, a partnership, a limited liability company, an association, a trust
or any other entity, including a government or political subdivision or an
agency or instrumentality thereof. Primary
Treasury Dealer means a primary U.S. government securities
dealer in New York City. principal of a Note means the
principal amount of such Note (including any Additional Amounts payable by the
Company in respect of such principal). Principal
Paying Agent means The Bank of New York Mellon, until a
successor Principal Paying Agent shall have become such pursuant to the
applicable provisions of thisIndenture, and, thereafter, Principal Paying
Agent shall mean such successor Principal Paying Agent.  
 Exh. 2.3-8


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Proceeding has the meaning
specified in Section 11.10. Process
Agent has the meaning specified in Section
11.10. Quotation
Agent means the Reference Treasury Dealer appointed
by the Company. Rating
Agency means Standard & Poors or Fitch; or if
Standard & Poors or Fitch, or both, are not making rating of the notes
publicly available, an internationally recognized U.S. rating agency or
agencies, as the case may be, selected by us, which will be substituted for
Standard & Poors or Fitch, or both, as the case may be. Rating
Decline means that at any time within 90 days (which
period shall be extended so long as the rating of the notes is under publicly
announced consideration for possible down grade by either Rating Agency) after
the date of public notice of a Change of Control, or of our intention or that of
any Person to effect a Change of Control, the then-applicable rating of the
notes is decreased by each Rating Agency; provided that any such Rating Decline
is in whole or in part in connection with a Change in Control. Record
Date means, when used with respect to the interest
on the Notes payable on any Interest Payment Date, the January 14 and July 14
(whether or not a Business Day), as the case may be, immediately preceding such
Interest Payment Date. Redemption
Date means, when used with respect to any Note to be
redeemed pursuant to Section 3.01(b), the date fixed for such redemption by or
pursuant to this Indenture. Redemption
Price means, when used with respect to any Notes to
be redeemed pursuant to Section 3.01(b), the price at which it is to be redeemed
pursuant to this Indenture. Reference
Treasury Dealer means Citigroup Global Markets Inc. and its
respective successors; provided, however, that if Citigroup Global Markets Inc.
shall cease to be a Primary Treasury Dealer, we will substitute therefor another
Primary Treasury Dealer. Reference
Treasury Dealer Quotations means, with respect to each Reference Treasury
Dealer and any redemption date, the average, as determined by the Trustee, of
the bid and asked prices for the Comparable Treasury Issue (expressed in each
case as a percentage of its principal amount) quoted in writing to the Trustee
by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third
business day preceding such redemption date. Register has the meaning
specified in Section 2.03. Registrar means The Bank of New
York Mellon, until a successor Registrar shall have become such pursuant to the
applicable provisions of this Indenture, and, thereafter, Registrar shall mean
such successor Registrar.  
 Exh. 2.3-9


---



Regulation
S means Regulation S under the Securities Act, as
in effect from time to time. Regulation S
Global Note means one or more permanent Global Notes in
definitive fully registered form without interest coupons representing Notes
sold outside of the United States pursuant to Regulation S. Relevant
Date means, with respect to any payment on a Note,
whichever is the later of: (i) the date on which such payment first becomes due;
and (ii) if the full amount payable has not been received by the Trustee or a
Paying Agent on or prior to such due date, the date on which notice is given to
the Holders that the full amount has been received by the Trustee. Responsible
Officer means any officer of the Trustee or any Agent
in Corporate Trust Administration with direct responsibility for the
administration of this Indenture. Restricted
Global Note means one or more permanent Global Notes in
definitive fully registered form without interest coupons sold to qualified
institutional buyers (as such term is defined in Rule 144A) pursuant to Rule
144A. Restricted
Period means the relevant 40-day distribution
compliance period as defined in Regulation S. Rule
144A means Rule 144A under the Securities Act, as in
effect from time to time. SEC means the U.S.
Securities and Exchange Commission. Securities
Act means the U.S. Securities Act of 1933, as
amended. Securities Act
Legend means the following legend, printed in capital
letters: THIS NOTE (AND RELATED NOTE GUARANTEES) HAVE NOT
BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
SECURITIES ACT), AND MAY not BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED except in accordance with the following sentence.  by
its acquisition hereof or of a beneficial interest herein, the acquirer(1) REPRESENTS THAT (A) IT AND ANY ACCOUNT FOR
WHICH IT IS ACTING IS A QUALIFIED INSTITUTIONAL BUYER (WITHIN THE MEANING OF
RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT
DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT OR (B) IT IS NOT A U.S. PERSON
(WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT), AND (2) AGREES
FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE
TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH
THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES AND ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT
WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, (C)  
 Exh. 2.3-10


---



TO A QUALIFIED
INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (D)
IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE
SECURITIES ACT, OR (E) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY
RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  PRIOR TO THE REGISTRATION
OF ANY TRANSFER IN ACCORDANCE WITH (2)(E) ABOVE, THE COMPANY RESERVES THE RIGHT
TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE
AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER
IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE
144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT. THE FOREGOING LEGEND MAY
BE REMOVED FROM THIS NOTE ON SATISFACTION OF THE CONDITIONS SPECIFIED IN THE
INDENTURE REFERRED TO HEREIN. Significant
Subsidiary means any Subsidiary of TAM S.A. (or any
successor) which at the time of determination either (i) had assets which, as of
the date of TAM S.A.s (or such successors) most recent quarterly consolidated
balance sheet, constituted at least 10% of TAM S.A.s (or such successors)
total assets on a consolidated basis as of such date or (ii) had revenues for
the 12 month period ending on the date of TAM S.A.s (or such successors) most
recent quarterly consolidated statement of income which constituted at least 10%
of the TAM S.A.s (or such successors) total revenues on a consolidated basis
for such period. Standard &
Poors means Standard & Poors Ratings Services, a
division of The McGraw-Hill Companies, Inc. Stated
Maturity means, with respect to any security, the date
specified in such security as the fixed date on which the principal of such
security is due and payable, including pursuant to any mandatory redemption
provision (but excluding any provision providing for the repurchase of such
security at the option of the Holder thereof upon the happening of any
contingency unless such contingency has occurred). Subsidiary means, in respect of
any specified Person, any corporation, association, partnership or other
business entity of which more than 50% of the total voting power of shares of
Capital Stock or other interests (including partnership interests) entitled
(without regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by such person. Taxing
Jurisdiction has the meaning specified in Section
4.06.  
 Exh. 2.3-11


---



Transfer
Agent means The Bank of New York Mellon and any other
Person authorized by the Company to effectuate the exchange or transfer of any
Note on behalf of the Company hereunder. Treasury
Rate means, with respect to any redemption date, (1)
the yield, under the heading that represents the average for the immediately
preceding week, appearing in the most recently published statistical release
designated H.l5 (519) or any successor publication that is published weekly by
the Board of Governors of the Federal Reserve System and that establishes yields
on actively traded U.S. Treasury securities adjusted to constant maturity under
the caption Treasury Constant Maturities, for the maturity corresponding to
the Comparable Treasury Issue (if no maturity is within three months before or
after the maturity date of the notes to be redeemed, yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue
shall be determined, and the Treasury Rate shall be interpolated or extrapolated
from such yields on a straight-line basis, rounding to the nearest month) or (2)
if such release (or any successor release) is not published during the week
preceding the calculation date or does not contain such yields, the rate per
year equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, calculated using a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date. The Treasury Rate will be calculated on
the third business day preceding the redemption date. Trust
Indenture Act means the U.S. Trust Indenture Act of 1939, as
amended. Trustee means The Bank of New
York Mellon, until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture and, thereafter, Trustee shall mean
such successor Trustee. United
States and U.S. means the
United States of America (including the States and the District of Columbia) and
its territories, its possessions and other areas subject to its
jurisdiction. U.S.
Dollars and U.S.$ each mean
the currency of the United States. U.S.
Government Obligations means direct obligations (or certificates
representing an ownership interest in such obligations) of the United States
(including any agency or instrumentality thereof) for the payment of which the
full faith and credit of the United States is pledged and which are not callable
at the issuers option. Voting
Stock means, with respect to any Person, Capital
Stock of any class or kind ordinarily having the power to vote for the election
of directors, managers or other voting members of the governing body of such
Person. Wholly-Owned
Subsidiary means a Subsidiary all of the Capital Stock of
which (other than directors qualifying shares) is owned by the Company or
another Wholly-Owned Subsidiary.  
 Exh. 2.3-12


---



Written
Direction shall mean any written instrument, directing
the Trustee or any Agent to take any action that is signed by an authorized
representative of the Company whose signature appears on the Incumbency
Certificate. Section 1.02.  Rules of
Construction.(a) For all purposes of this Indenture,
except as otherwise expressly provided or unless the context otherwise
requires: (i)the terms defined in this Article have the
meanings assigned to them in this Article and include the plural as well as the
singular; (ii)the words herein, hereof and hereunder and
other words of similar import refer to this Indenture as a whole and not to any
particular Article, Section or other subdivision; (iii)or is not exclusive; and (iv)including means including, without
limitation; (v)any reference to an Article, a Section or an
Exhibit refers to an Article, a Section or an Exhibit, as the case may be, of
this Indenture. (b)All accounting terms not otherwise defined herein
shall have the meanings assigned to them in accordance with IFRS. (c)For purposes of the definitions set forth in
Article 1 and this Indenture generally, all calculations and determinations
shall be made in accordance with IFRS and shall be based upon the consolidated
financial statements of TAM S.A. and its Subsidiaries prepared in accordance
with IFRS. Section 1.03.  Table of
Contents; Headings.The table of contents and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not intended to be considered a part hereof and shall not
modify or restrict any of the terms or provisions hereof. Section 1.04.  Form of Documents
Delivered to Trustee.In any case where several matters are required to
be certified by, or covered by an opinion of, any specified Person, it is not
necessary that all such matters be certified by, or covered by the opinion of,
only one such Person, or that they be so certified or covered by only one
document, but one such Person may certify or give an opinion with respect to
some matters and one or more other such Persons as to other matters, and any
such Person may certify or give an opinion as to such matters in one or several
documents. Any certificate or
opinion of an Officer of the Company may be based, insofar as it relates to
legal matters, upon a certificate or opinion of, or representations by, counsel,
unless such Officer knows, or in the exercise of reasonable care should know,
that the certificate or opinion or representations with respect to the matters
upon which his or her certificate or opinion is based are erroneous.  Any
such certificate or Opinion of Counsel may be based, insofar as itrelates to
factual matters, upon a certificate or opinion of, or representations by, an
Officer or Officers of the Company stating that the information with respect to
such factual matters is in the possession of the Company, unless such counsel
knows, or in the exercise of reasonable care should know, that the certificate
or opinion or representations with respect to such matters are
erroneous.  
 Exh. 2.3-13


---



Where any
Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this
Indenture, they may, but need not, be consolidated and form one
instrument. Section 1.05.  Holder
Communications; Acts of Holders.(a) The rights of
Holders to communicate with other Holders with respect to the Indenture or the
Notes are as provided by the Trust Indenture Act, and the Company, the
Guarantors and the Trustee shall comply with the requirements of Trust Indenture
Act Sections 312(a) and 312(b).  Neither the Company, the Guarantors nor
the Trustee will be held accountable by reason of any disclosure of information
as to names and addresses of Holders made pursuant to the Trust Indenture
Act. (b)(i)       Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Indenture to be given or taken by Holders may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in Person or by agents duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and,
where it is hereby expressly required, to the Company.  Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the Act of the Holders signing
such instrument or instruments.  Proof of execution of any such instrument
or of a writing appointing any such agent shall be sufficient for any purpose of
this Indenture and conclusive in favor of the Trustee and the Company, if made
in the manner provided in this Section 1.05. (ii)The Trustee may make reasonable rules for action
by or at a meeting of Holders, which will be binding on all the
Holders. (c)The fact and date of the execution by any Person
of any such instrument or writing may be proved by the affidavit of a witness of
such execution or by a certificate of a notary public or other officer
authorized by law to take acknowledgments of deeds, certifying that the
individual signing such instrument or writing acknowledged to him the execution
thereof.  Where such execution is by a signer acting in a capacity other
than his individual capacity, such certificate or affidavit shall also
constitute sufficient proof of his authority.  The fact and date of the
execution of any such instrument or writing, or the authority of the Person
executing the same, may also be proved in any other manner that the Trustee
reviewing such instrument or writing deems sufficient. (d)The principal amount and serial numbers of Notes
held by any Person, and the date of holding the same, shall be proved by the
Register.  
 Exh. 2.3-14


---



(e)If the Company solicits from the Holders of Notes
any request, demand, authorization, direction, notice, consent, waiver or other
Act, the Company may, at its option, by or pursuant to a Board Resolution, fix
in advance a record date for the determination of Holders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other Act,
but the Company shall not have any obligation to do so.  Such record date
shall be the record date specified in or pursuant to such Board Resolution,
which shall be a date not earlier than the date 30 days prior to the first
solicitation of Holders generally in connection therewith and not later than the
date such solicitation is completed.  If such a record date is fixed, such
request, demand, authorization, direction, notice, consent, waiver or other Act
may be given before or after such record date, but only the Holders of record at
the close of business on such record date shall be deemed to be Holders for the
purposes of determining whether Holders of the requisite proportion of
Outstanding Notes have authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent, waiver or other Act, and for
that purpose the Outstanding Notes shall be computed as of such record date;providedthat no such
authorization, agreement or consent by the Holders on such record date shall be
deemed effective unless it shall become effective pursuant to the provisions of
this Indenture not later than eleven months after the record date. (f)Any request, demand, authorization, direction,
notice, consent, waiver or other Act of the Holder of any Note shall bind every
future Holder of the same Note and the Holder of every Note issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof in
respect of anything done, omitted or suffered to be done by the Trustee or the
Company in reliance thereon, whether or not notation of such action is made upon
such Note. Article 2The Notes Section 2.01.  Form and
Dating.The Notes and the Trustees certificate of
authentication shall be substantially in the form of Note set forth in Exhibit
A, which is hereby incorporated in and expressly made a part of this
Indenture.  The Notes may have such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture and may have such letters, numbers or other marks of identification
and such notations, legends or endorsements as may be required to comply with
any law, stock exchange rule, agreement to which the Company is subject, if any,
or usage,providedthat any such notation,
legend or endorsement is in a form acceptable to the Company. Each Global Note
representing Notes shall be dated the Issue Date.  Each definitive
certificated Note (Certificated Note) shall be dated the
date of its authentication. The Notes shall be
printed, lithographed or engraved or produced by any combination of these
methods or may be produced in any other manner permitted by the rules of any
stock exchange on which the Notes may be listed, if any, all as determined by
the officers executing such Notes, as evidenced by their execution of such
Notes.  
 Exh. 2.3-15


---



Section 2.02. Execution, Authentication and Delivery. (a)
One Director of the Company shall sign the Notes for the Company by manual or
facsimile signature. (i)If a Director whose signature is on a Note no
longer holds that office at the time the Trustee authenticates the Note, the
Note shall be valid nevertheless. (ii)A
Note shall not be valid until an authorized signatory of the Trustee or an
authenticating agent manually signs the certificate of authentication on the
Note upon Company Order.  Such signature shall be conclusive evidence that
the Note has been authenticated under this Indenture.  Such Company Order
shall specify the amount of the Notes to be authenticated and the date on which
the original issue of Notes is to be authenticated. (iii)The Trustee or an authenticating agent shall
authenticate and deliver initially Notes on the Issue Date in an aggregate
principal amount of U.S.$300,000,000, and any Additional Notes for original
issue from time to time after the Issue Date in such principal amounts as set
forth in Section 2.14, in each case upon a Company Order. (iv)The Company may from time to time, without the
consent of the Holders of the Notes, create and issue Additional Notes having
the same terms and conditions as the Notes in all respects, except for issue
date, issue price and the first payment of interest thereon.  Additional
Notes issued in this manner shall be consolidated with and shall form a single
series for non-U.S. federal income tax purposes with the previously outstanding
Notes.  Unless the context otherwise requires, for all purposes of this
Indenture and the form of Note attached hereto, references to the Notes include
any Additional Notes actually issued. (v)The Notes shall be issued in fully registered
form without coupons attached in minimum denominations of U.S.$100,000 and
integral multiples of U.S.$1,000 in excess thereof (each, an Authorized
Denomination). (b)The Trustee may appoint an authenticating agent,
with a copy of such appointment to the Company, to authenticate the Notes (the
Authenticating Agent).  Unless limited
by the terms of such appointment, an Authenticating Agent may authenticate Notes
whenever the Trustee may do so.  Each reference in this Indenture to
authentication by the Trustee includes authentication by an Authenticating
Agent.  An Authenticating Agent has the same rights as the Registrar or any
Transfer Agent or Paying Agent or agent for service of notices and
demands. (i)Any corporation into which any Authenticating
Agent may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, consolidation or conversion to which any
Authenticating Agent shall be a party, or any corporation succeeding to the
corporate trust business (and this transaction in particular) of any
Authenticating Agent, shall be the successor of such Authenticating Agent
hereunder, without the execution or filing of any further act on the part of the
parties hereto or such Authenticating Agent or such successor
corporation.  
 Exh. 2.3-16


---



(ii)Any Authenticating Agent may at any time resign
by giving written notice of resignation to the Trustee and the Company. 
The Trustee may at any time terminate the agency of any Authenticating Agent by
giving written notice of termination to such Authenticating Agent and the
Company.  Upon receiving such notice of resignation or upon such a
termination, the Trustee may appoint a successor Authenticating Agent reasonably
acceptable to the Company and shall give written notice of such appointment to
the Company. (iii)The Company agrees to pay to each Authenticating
Agent from time to time reasonable compensation for its services and
reimbursement for its reasonable expenses relating thereto. Section 2.03.  Transfer Agent,
Registrar and Paying Agent.(a) Subject to such reasonable regulations
as the Company may prescribe, the books of the Company for the exchange,
registration, and registration of transfer of Notes shall be kept at the office
of the Registrar (such books maintained in such office and in any other office
or agency designated for such purpose being herein referred to as the
Register).  The Company
shall also cause the Trustee to maintain books for the exchange, registration
and registration of transfer of Notes.  The Trustee shall notify the
Registrar and the Registrar shall notify the Trustee, when necessary, upon any
exchange, registration or registration of transfer of any Notes and shall cause
their respective books to be amended accordingly.  The Company may have one
or more co-registrars and one or more additional Transfer Agents or Paying
Agents.  The terms Transfer Agent and Paying
Agent include any additional transfer agent or paying
agent, as the case may be.  The term Registrar includes any
co-registrar. (i)The Company shall enter into any appropriate
agency agreements with any Registrar, Transfer Agent or Paying Agent not a party
to this Indenture, which shall implement the provisions of this Indenture that
relate to such agent.  The Company shall notify the Trustee of the name and
address of any such agent.  If the Company fails to maintain a Registrar or
Paying Agent, the Trustee may act as such and shall be entitled to appropriate
compensation therefor pursuant to Section 7.06.  The Company initially
appoints the Trustee as Registrar, Transfer Agent and Paying Agent, and The Bank
of New York Mellon (Luxembourg) S.A. as Transfer Agent in Luxembourg in
connection with the Notes. (b)The Registrar shall keep a record of all the
Notes and shall make such record available during regular business hours for
inspection upon the request of the Company provided a reasonable amount of time
prior to such inspection.  Such books and records shall include notations
as to whether such Notes have been redeemed, or otherwise paid or cancelled,
and, in the case of mutilated, destroyed, defaced, stolen or lost Notes, whether
such Notes have been replaced.  In the case of the replacement of any of
the Notes, the Registrar shall keep a record of the Note so replaced, and the
Notes issued in replacement thereof.  In the case of the cancellation of
any of the Notes, the Registrar shall keep a record of the Note so cancelled and
the date on which such Note was cancelled.  Each Transfer Agent shall
notify the Trustee and the Registrar of any transfers or exchanges of Notes
effected by it.  The Registrar shall not be required to register the
transfer of or exchange Certificated Notes for a period of 15 days preceding any
dateof selection of Notes for redemption, or register
the transfer of or exchange any Certificated Notes previously called for
redemption.  
 Exh. 2.3-17


---



(c)All Notes surrendered for payment, redemption,
registration of transfer or exchange shall be cancelled by the relevant Transfer
Agent or Paying Agent, Registrar or the Trustee, as the case may be.  Each
Registrar, Paying Agent and Transfer Agent shall notify the Trustee of the
surrender and cancellation of such Notes and shall deliver such Notes to the
Trustee.  The Trustee may destroy or cause to be destroyed all such Notes
surrendered for payment, redemption, registration of transfer or exchange and,
if so destroyed, shall upon the instructions of the Company promptly deliver a
certificate of destruction to the Company. (d)The Paying Agent shall comply with applicable
backup withholding tax and information reporting requirements under the U.S.
Internal Revenue Code of 1986, as amended, and the U.S. Treasury Regulations
promulgated thereunder with respect to payments made under the Notes (including,
to the extent required, the collection of Internal Revenue Service Forms W-8 and
W-9 and the filing of U.S. Internal Revenue Service Forms 1099 and
1096). Section 2.04.  Paying Agent to
Hold Money in Trust.By 10:00 A.M. New York time, no later than
one Business Day prior to each Payment Date on any Note, the Company shall
deposit with the Principal Paying Agent in immediately available funds a sum
sufficient to pay such principal and interest when so becoming due (including
any amounts under Section 4.06).  The Company shall request that the bank
through which such payment is to be made agree to supply to the Principal Paying
Agent by 10:00 A.M. (New York time) two Business Days prior to the due date from
any such payment an irrevocable confirmation (by facsimile) of its intention to
make such payment.  The Company shall require each Paying Agent (other than
the Trustee) to agree in writing that such Paying Agent shall hold in trust, for
the benefit of Holders or the Trustee, all money held by such Paying Agent for
the payment of principal and interest on the Notes and shall notify the Trustee
of any default by the Company in making any such payment.  The Company at
any time may require a Paying Agent to pay all money held by it to the Trustee
and to account for any funds disbursed by it.  Upon complying with this
Section 2.04, the Paying Agent shall have no further liability for the money
delivered to the Trustee. Each payment in full of
principal, redemption amount, additional amounts and/or interest payable under
the Notes and this Indenture in respect of any Note made by or on behalf of the
Company or a Guarantor to or to the order of the Principal Paying Agent in the
manner specified herein or in the Notes on the date due shall be valid and
effective to satisfy and discharge the obligation of the Company or such
Guarantor, as the case may be, to make payment of principal, redemption amount,
additional amounts and/or interest payable hereunder and under the Notes on such
date, provided, however, that the liability of the Principal Paying Agent
hereunder shall not exceed any amounts paid to it by the Company or such
Guarantor, as the case may be, or held by it, on behalf of the Holders
hereunder. Section 2.05.  Payment of
Principal and Interest; Principal and Interest Rights Preserved.(a) Except as otherwise provided herein for the
redemption of the Notes, the payment of principal of or interest on the Notes
shall be allocated on a pro rata basis among all Outstanding Notes, without
preference or priority of any kind among the Notes.  
 Exh. 2.3-18


---



(b)Final payments in respect of any Note (whether
upon redemption, declaration of acceleration or otherwise) shall be made only
against presentation and surrender of such Note at the Corporate Trust Office,
at the offices of the Trustee and, subject to any fiscal or other laws and
regulations applicable thereto, at the specified offices of any other Paying
Agent appointed by the Company. (c)Payment of the principal of any Note on a
relevant Payment Date shall be made to the Person in whose name such Note is
registered in the Register at the close of business on the fifteenth day
(whether or not a Business Day) immediately preceding such Payment Date, by U.S.
Dollar check drawn on a bank in The City of New York and mailed to the Person
entitled thereto at its address as it appears on the Register, or by wire
transfer to a U.S. Dollar account maintained by the payee with a bank in The
City of New York,providedthat such Holder so
elects by giving written notice to such effect designating such account, upon
application to the Trustee at least 15 days prior to such Payment
Date. (d)Payment of interest on each Interest Payment Date
with respect to any Note shall be made to the Person in whose name such Note is
registered on the Record Date immediately preceding such Interest Payment Date
by U.S. Dollar check drawn on a bank in The City of New York and mailed to the
Person entitled thereto at its address as it appears on the Register, or by wire
transfer to a U.S. Dollar account maintained by the payee with a bank in The
City of New York,providedthat the Holder so
elects by giving written notice to such effect designating such account, which
is received by the Trustee or a Paying Agent no later than the Record Date
immediately preceding such Interest Payment Date.  Unless such designation
is revoked, any such designation made by such Holder with respect to such Note
shall remain in effect with respect to any future payments with respect to such
Note payable to such Holder.  The Company shall pay any administrative
costs imposed by banks in connection with making payments by wire
transfer. If the Payment Date in
respect of any Note is not a business day at the place in which it is presented
for payment, the Holder thereof shall not be entitled to payment of the amount
due until the next succeeding business day at such place and shall not be
entitled to any further interest or other payment in respect of any such
delay. Notwithstanding the
provisions of this Section 2.05, payments on Notes registered in the name of DTC
or its nominee shall be effected in accordance with the Applicable
Procedures. Section 2.06.  Holder
Lists.The Trustee shall preserve in as current a
form as is reasonably practicable, the most recent list available to it of the
names and addresses of Holders.  If the Trustee is not the Registrar, the
Company shall furnish to the Trustee in writing, at least ten Business Days
before each Interest Payment Date and at such other times as the Trustee may
request in writing, a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of Holders. Section 2.07.  Transfer and
Exchange.(a) Interests in the Regulation S Global
Note and the Restricted Global Note shall be exchangeable or transferable, as
the case may be, for physical delivery of Certificated Notes if (i) DTC notifies
the Company that it is unwilling or unable to  
 Exh. 2.3-19


---



continue as
depositary for such Global Note, or DTC ceases to be a clearing agency
registered under the Exchange Act, and a successor depositary is not appointed
by the Company within 90 days, or (ii) an Event of Default has occurred and is
continuing with respect to such Notes,providedthat such
transfer or exchange is made in accordance with the provisions of this Indenture
and the Applicable Procedures. Upon receipt of notice by
DTC or the Trustee, as the case may be, regarding the occurrence of any of the
events described in the preceding paragraph, the Company shall use its best
efforts to make arrangements with DTC for the exchange of interests in the
Global Notes for individual Certificated Notes, and cause the requested
individual Certificated Notes to be executed and delivered to the Trustee in
sufficient quantities and authenticated by the Trustee for delivery to
Holders.  In the case of Certificated Notes issued in exchange for the
Restricted Global Note, such Certificated Notes shall bear the Securities Act
Legend.  Upon the registration of transfer, exchange or replacement of
Notes bearing such Securities Act Legend, or upon specific request for removal
of the Securities Act Legend on a Note, the Company shall deliver only Notes
that bear such Securities Act Legend, or shall refuse to remove such Securities
Act Legend, as the case may be, unless there is delivered to the Company a
certificate in the form of Exhibit D or Exhibit F, as the case may be, or such
satisfactory evidence as may reasonably be required by the Company, which may
include an Opinion of Counsel, that neither the Securities Act Legend nor the
restrictions on transfer set forth therein are required to ensure compliance
with the provisions of the Securities Act.  The Trustee shall exchange a
Note bearing the Securities Act Legend for a Note not bearing such Securities
Act Legend only if it has been directed to do so in writing by the Company, upon
which direction it may conclusively rely. (b)On or prior to the 40th day after the Closing
Date, transfers by a DTC participant which is an owner of a beneficial interest
in the Regulation S Global Note to a transferee who takes delivery of such
interest through the Restricted Global Note shall be made only in Authorized
Denominations in accordance with the Applicable Procedures and upon receipt by
the Trustee or Transfer Agent of a written certification from the transferor of
the beneficial interest in the form of Exhibit E to the effect that such
transfer is being made to a Person who the transferor reasonably believes is a
qualified institutional buyer within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A and in accordance with any applicable
securities laws of any state of the United States or any other
jurisdiction.  After such 40th day, such certification requirement shall no
longer apply to such transfers. (c)Transfers by a Holder of a Certificated Note
bearing the Securities Act Legend or by a DTC participant of a beneficial
interest in the Restricted Global Note to a transferee who takes delivery of
such interest through the Regulation S Global Note or in the form of a
Certificated Note not bearing the Securities Act Legend shall be made only in
Authorized Denominations upon receipt by the Trustee or Transfer Agent of a
written certification from the transferor in the form of Exhibit D to the effect
that such transfer is being made in accordance with Regulation S. Beneficial interests in
the Global Notes shall be shown on, and transfers thereof shall be effected only
through records maintained by DTC and its direct and indirect participants,
including Euroclear and Clearstream, Luxembourg.  
 Exh. 2.3-20


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Transfers between
participants in DTC shall be effected in the ordinary way in accordance with the
Applicable Procedures and shall be settled in DTCs Same Day Funds Settlement
System and secondary market trading activity in such Notes shall therefore
settle in immediately available funds.  There can be no assurance as to the
effect, if any, of settlements in immediately available funds on trading
activity in the Notes.  Transfers between participants in Euroclear and
Clearstream, Luxembourg shall be effected in the ordinary way in accordance with
Applicable Procedures. (d)Certificated Notes may be exchanged or
transferred in whole or in part in the principal amount of Authorized
Denominations by surrendering such Certificated Notes at the office of the
Trustee or any Transfer Agent with a written instrument of transfer as provided
in this Indenture in the form of Exhibit B hereto duly executed by the Holder
thereof or his attorney duly authorized in writing. In exchange for any
Certificated Note properly presented for transfer, the Trustee shall promptly
authenticate and deliver or cause to be authenticated and delivered at the
Corporate Trust Office, to the transferee, or send by mail (at the risk of the
transferee) to such address as the transferee may request, a Certificated Note
or Notes, as the case may require, registered in the name of such transferee,
for the same aggregate principal amount as was transferred.  In the case of
the transfer of any Certificated Note in part, the Trustee shall also promptly
authenticate and deliver or cause to be authenticated and delivered at the
Corporate Trust Office, to the transferor, or send by mail (at the risk of the
transferor) to such address as the transferor may request, a Certificated Note
or Notes, as the case may require, registered in the name of such transferor,
for the aggregate principal amount that was not transferred.  No transfer
of any Notes shall be made unless the request for such transfer is made by the
registered Holder or his attorney duly authorized in writing at the Corporate
Trust Office and is accompanied by a completed instrument of transfer in the
form of Exhibit C attached to the Note presented for transfer. (e)Transfer, registration and exchange of any Note
or Notes shall be permitted and executed as provided in this Section 2.07
without any charge to the Holder of any such Note or Notes other than any taxes
or governmental charges or insurance charges payable on transfers or any
expenses of delivery by other than regular mail, but subject to such reasonable
regulations as the Company, the Registrar and the Trustee may
prescribe. The costs and expenses of
effecting any exchange or registration of transfer pursuant to the foregoing
provisions, except for the expense of delivery by other than regular mail (if
any) and except for the payment of a sum sufficient to cover any tax or other
governmental charges or insurance charges that may be imposed in relation
thereto, shall be borne by the Company. All Certificated Notes
issued upon any exchange or registration of transfer of Notes shall be valid
obligations of the Company, evidencing the same debt, and entitled to the same
benefits, as the Notes surrendered upon exchange or registration of
transfer. (f)The Trustee or the Transfer Agent shall effect
transfers of Global Notes and Certificated Notes.  In addition, the
Registrar shall keep the Register for the ownership, exchange and registration
of transfer of any Notes.  The Transfer Agent shall give prompt notice to
theRegistrar and the Registrar shall likewise give
prompt notice to the Trustee of any exchange or registration of transfer of such
Notes.  Neither the Trustee nor any Transfer Agent shall register the
exchange or the transfer of any Global Note or Certificated Note (or any portion
of a Certificated Note) during the period of 15 days ending on the Record
Date.  The Trustee shall give prompt notice to the Company of any
replacement, transfer, cancellation or destruction of the Notes.  
 Exh. 2.3-21


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(g)Upon any such exchange or registration of
transfer of all or a portion of any Global Note for a Certificated Note or an
interest in either the Restricted Global Note or the Regulation S Global Note
for an interest in the other Global Note, the Global Note to be so exchanged
shall be marked to reflect the reduction of its principal amount by the
aggregate principal amount of such Certificated Note or the interest to be so
exchanged for an interest in a Regulation S Global Note or a Restricted Global
Note, as the case may be.  Until so exchanged in full, the Note shall in
all respects be entitled to the same benefits under this Indenture as the Notes
authenticated and delivered hereunder. Section 2.08.  Replacement
Notes.If any Note at any time becomes mutilated,
defaced, destroyed, stolen or lost, such Note may be replaced at the cost of the
applicant (including reasonable legal fees of the Company, the Trustee, the
Transfer Agents, the Registrar and the Paying Agents) at the office of the
Trustee or any Transfer Agent, upon provision of, in the case of destroyed,
stolen or lost Notes, evidence satisfactory to the Trustee and the Company that
such Note was destroyed, stolen or lost, together with such indemnity as the
Trustee and the Company may require.  Mutilated or defaced Notes must be
surrendered before replacements shall be issued. Each Note authenticated
and delivered in exchange for or in lieu of any such Note shall carry rights to
accrued and unpaid interest and to interest to accrue equivalent to the rights
that were carried by such Note before such Note was mutilated, defaced,
destroyed, stolen or lost. Every replacement Note is
an additional obligation of the Company and shall be entitled to the benefits of
this Indenture. Section 2.09.  Temporary
Notes.Subject to the provisions of Section
2.07(a), until Certificated Notes are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Notes.  Temporary
Notes shall be substantially in the form of Certificated Notes but may have
variations that the Company considers appropriate for temporary Notes.  As
necessary, the Company shall prepare and the Trustee shall authenticate
Certificated Notes and deliver them in exchange for temporary Notes at the
office or agency of the Company or the Trustee, without charge to the
Holder.  Until so exchanged, the temporary Notes shall be entitled to the
same benefits under this Indenture as Certificated Notes. Section 2.10. 
Cancellation.The Company at any time may deliver Notes to the
Trustee for cancellation.  The Transfer Agents and the Paying Agents shall
forward to the Trustee any Notes surrendered to them for transfer, exchange or
payment.  The Trustee or a Paying Agent and no one else shall cancel and
the Trustee shall destroy in accordance with its customary procedures (subject
to the record-retention requirements of the Exchange Act) all Notessurrendered
for transfer, exchange, payment or cancellation and, if so destroyed, upon
written instruction from the Company deliver a certificate of such destruction
to the Company unless the Company directs the Trustee in writing to deliver
cancelled Notes to the Company.  The Company may not issue new Notes to
replace Notes it has redeemed, paid or delivered to the Trustee for
cancellation, which shall not prohibit the Company from issuing any Additional
Notes. A Note does not cease to be outstanding because the Company, the
Guarantor or any of their Affiliates holds such Note, except that such Notes
will not be deemed to be Outstanding for voting purposes pursuant to and in
accordance with the definition of Outstanding in Section 1.01.  
 Exh. 2.3-22


---



Section 2.11.  Defaulted
Interest.If the Company defaults in a payment of interest
on the Notes, the Company shall pay the defaulted interest (plus interest on
such defaulted interest at the rate specified in Section 4.01 to the extent
lawful) in any lawful manner not inconsistent with the requirements of any stock
exchange on which the Notes may be listed, and upon such notice as may be
required by such exchange, if, after written notice given by the Company to the
Trustee of the proposed payment pursuant to this Section 2.11, such manner of
payment shall be deemed practicable by the Trustee. The Company may pay the
defaulted interest to the Persons who are Holders on a subsequent special record
date, which date shall be at least five Business Days prior to the payment date
of such defaulted interest.  The Company shall fix or cause to be fixed any
such special record date and payment date, and, at least 15 days before any such
special record date, the Company shall deliver to each Holder, with a copy to
the Trustee, a notice that states the special record date, the payment date and
the amount of defaulted interest to be paid. Section 2.12.  CUSIP and ISIN
Numbers.The Company in issuing the Notes may use CUSIP
and ISIN numbers (if then generally in use) and, if so, the Trustee shall use
CUSIP and ISIN numbers in notices as a convenience to Holders;provided,however, that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Notes or as contained in any notice and that reliance
may be placed only on the other identification numbers printed on the Notes, and
any such notice shall not be affected by any defect in or omission of such
numbers.  The Company shall promptly notify the Trustee in writing of any
change in CUSIP or ISIN numbers. Section 2.13.  Open Market
Purchases.The Company or any of its Affiliates may at any
time purchase Notes in the open market or otherwise at any agreed upon
price.  All Notes so purchased may not be reissued or resold, except in
compliance with applicable requirements or exemptions under the relevant
securities laws. Section 2.14.  Issuance Of
Additional Notes.The Company shall be entitled, from time to time,
without notice to, or consent of, the Holders of the Notes, to create and issue
additional principal amounts of Additional Notes under this Indenture which
shall have identical terms as the Notes issued on the Issue Date (other than
with respect to the issue date, issue price, the payment of interest accruing
prior to the issue date thereof and the first payment of interest (including
Additional Interest, if any) thereon, and any Additional Amounts due with
respect thereto, after the issue date thereof), as the case may be.  
 Exh. 2.3-23


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With respect to any
Additional Notes, the Company shall set forth in a Board Resolution and an
Officers Certificate, a copy of each shall be delivered to the Trustee, the
following information: (i)the aggregate principal amount of such Additional
Notes to be authenticated and delivered pursuant to this Indenture; (ii)the issue price, the issue date and the CUSIP
and ISIN number of any such Additional Notes and the amount of interest
payable on the first payment date applicable thereto; (iii)whether such Additional Notes shall be transfer
restricted securities and issued in the same form as Notes, as set forth in
Exhibit A to this Indenture; and (iv)if applicable, the resale restriction termination
date relating to the Notes and the Restricted Period for such Additional
Notes. Section 2.15.  One Class Of
Notes.The Notes and any Additional Notes shall vote and
consent together on all matters as one class; and none of the Notes and any
Additional Notes shall have the right to vote or consent as a separate class on
any matter. The Notes and any Additional Notes shall together be deemed to
constitute a single class or series for all purposes, other than for U.S.
federal income tax purposes, under this Indenture. Article 3Redemption Section 3.01.  Right of
Redemption.(a) Except as described in this Section 3.01 and
Paragraph 8 of the form of Note set forth in Exhibit A, the Notes may not be
redeemed. (b)(1) On or prior to January 29, 2015, the Notes
shall be redeemable, at the option of the Company, in whole or in part, on any
Interest Payment Date, at a redemption price equal to the greater of (A) 100% of
the principal amount of the notes to be redeemed and (B) the sum of the present
values of the remaining scheduled payments of principal and interest on such
notes (exclusive of interest accrued on the Redemption Date) discounted to the
Redemption Date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate (as defined below) plus 100 basis
points, plus, in either case, accrued and unpaid interest and additional
amounts, if any, on the principal amount being redeemed to such Redemption Date;
and (2) After January 29,
2015, the notes will be redeemable, at the option of the Company, in whole or in
part, on any Redemption Date, at the redemption prices (expressed as percentages
of their principal amount at maturity), during the 12 month period commencing on
January 29, 2015 of any year set forth below:  Year
    Redemption Price2015
    104.75%2016
    103.17%2017
    101.58%2018 and
      thereafter
    100.00%
  
 Exh. 2.3-24


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plus in the case of
either (1) or (2), any interest accrued but not paid and additional amounts, if
any, to the Redemption Date;provided, however, that if the notes are
redeemed in part, at least U.S.$100,000,000 aggregate principal amount of the
notes must remain outstanding following any partial redemption.  For the
avoidance of doubt, any calculation of the remaining scheduled payments of
principal and interest pursuant to clause (2) of the preceding sentence shall
not include interest accrued as of the applicable Redemption Date. (c)Redemption for Taxation Reasons.  If as
a result of any change in or amendment to the laws (or any rules or regulations
thereunder) of a Taxing Jurisdiction, or any amendment to or change in an
official interpretation, administration or application of such laws, any
treaties, rules, or related agreements to which the Taxing Jurisdiction is a
party or regulations (including a holding by a court of competent jurisdiction),
which change or amendment becomes effective or, in the case of a change in
official position, is announced on or after the issue date of the Notes or on or
after the date a successor to the Company assumes the obligations under the
Notes, (i) the Company or any successor to the Company has or will become
obligated to pay Additional Amounts (as defined below in Section 4.06) or (ii)
either of the Guarantors or any successor to the Guarantor has or will become
obligated to pay Additional Amounts in excess of the Additional Amounts either
such Guarantor or any such successor to the Guarantor would be obligated to pay
if payments were subject to withholding or deduction at a rate of 15% or at a
rate of 25% in the case that the Holder of the Notes is resident in a tax haven
jurisdiction for Brazilian tax purposes (i.e., a country
that does not impose any income tax or that imposes it at a maximum rate lower
than 20% or where the laws impose restrictions on the disclosure of ownership
composition, securities ownership or the beneficial ownership or do not allow
for the identification of the beneficiary of income paid to non-resident persons
pursuant to Law No. 11,727 of June 23, 2008) (the Minimum Withholding
Level), as a result of the taxes, duties, assessments
and other governmental charges described above, the Company or any successor to
the Company may, at their option, redeem all, but not less than all, of the
Notes, at a redemption price equal to 100% of their principal amount, together
with accrued and unpaid interest to the date fixed for redemption, including any
Additional Amounts with respect thereto, upon publication of irrevocable notice
to Holders not less than 30 days nor more than 60 days prior to the date fixed
for redemption. No notice of such redemption may be given earlier than 60 days
prior to the earliest date on which either (x) the Company or any successor to
the Company would, but for such redemption, become obligated to pay any
Additional Amounts, or (y) in the case of payments made under the Guarantees,
either Guarantor or any successor to the Guarantor would, but for such
redemption, be obligated to pay the Additional Amounts in excess of the Minimum
Withholding Level. For the avoidance of doubt, the Company or any successor to
the Company shall not have the right to so redeem the Notes unless (a) it is
obligated to pay Additional Amounts or (b) either Guarantor or any successor to
the Guarantor is obliged to pay Additional Amounts that in the aggregate amount
to more than the Additional Amounts payableat the Minimum
Withholding Level. Notwithstanding the foregoing, the Company or any successor
to the Company shall not have the right to so redeem the Notes unless it has
taken reasonable measures to avoid the obligation to pay Additional Amounts. For
the avoidance of doubt, reasonable measures do not include changing the
jurisdiction of incorporation of the Company or any successor to the Company or
the jurisdiction of incorporation of a Guarantor or any successor to either
Guarantor.  
 Exh. 2.3-25


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In the event
that the Company or any successor elects to so redeem the Notes pursuant to
Section 3.01(c), it will deliver to the Trustee: (i) a certificate, signed in
the name of the Company or any successor to the Company by any two of its
executive officers or by its attorney-in-fact in accordance with its bylaws,
stating that the Company or any successor to the Company is entitled to redeem
the Notes pursuant to their terms and setting forth a statement of facts showing
that the condition or conditions precedent to the right of the Company or any
successor to the Company to so redeem have occurred or been satisfied; and (ii)
an Opinion of Counsel to the effect that (1) the Company or any successor to the
Company has or will become obligated to pay Additional Amounts or either
Guarantor or any successor to the Guarantor has or will become obligated to pay
Additional Amounts in excess of the Additional Amounts payable at the Minimum
Withholding Level, (2) such obligation is the result of a change in or amendment
to the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction,
as described above, (3) the Company or any successor to the Company, or either
Guarantor or any successor to the Guarantor, as the case may be, cannot avoid
payment of such Additional Amounts by taking reasonable measures available to it
and (4) that all governmental requirements necessary for the Company or any
successor to the Company to effect the redemption have been complied
with. Section 3.02.  Applicability of
Article.Redemption of Notes at the option of the Company,
as permitted by Section 3.01 or required by any provision of this Indenture,
shall be made in accordance with such provision and this Article 3.  The
redemption of Notes may require the prior approval of the Central Bank of
Brazil. Section 3.03.  Election to
Redeem; Notice to Trustee.The election of the
Company to redeem the Notes pursuant to Section 3.01(b) or 3.01(c) shall be
evidenced by a Board Resolution.  In case of any redemption of Notes at the
election of the Company, the Company shall, at least 70 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee in writing of such Redemption
Date. Section 3.04.  Notice of
Redemption by the Company.In the case of redemption
of Notes pursuant to Section 3.01(b) or 3.01(c), notice of redemption shall be
mailed at least 30 but not more than 60 days before the Redemption Date to each
Holder of any Note to be redeemed by first-class mail at its registered address
and such notice shall be irrevocable.  In addition, so long as the Notes
are listed on the Euro MTF market of the Luxembourg Stock Exchange, notices
shall be published in English in a leading newspaper having general circulation
in Luxembourg. The notice shall
state: (i)the Redemption Date;  
 Exh. 2.3-26


---



(ii)the Redemption Price; (iii)the name and address of the Paying
Agents; (iv)that Notes called for redemption must be
surrendered to a Paying Agent to collect the Redemption Price; (v)that, unless the Company defaults in making such
redemption payment or the Paying Agent is prohibited from making such payment
pursuant to the terms of this Indenture, interest on Notes called for redemption
ceases to accrue on and after the Redemption Date; (vi)the paragraph of the Notes pursuant to which the
Notes called for redemption are being redeemed; (vii)the CUSIP or ISIN number, if any; and (viii)that no representation is made as to the
correctness or accuracy of the CUSIP or ISIN number, if any, listed in such
notice or printed on the Notes. At the Companys election
and at its request, made in writing to the Trustee at least 60 days before a
date for redemption of Notes, the Trustee shall give the notice of redemption in
the Companys name and at the Companys expense;providedthat the
Company shall deliver to the Trustee, at least 70 days prior to the Redemption
Date, an Officers Certificate requesting that the Trustee give such notice and
setting forth the information to be stated in such notice as provided in the
preceding paragraph. Section 3.05.  Deposit of
Redemption Price.By 10:00 A.M. New York City time, no later than
one Business Day prior to the Redemption Date, the Company shall deposit with
the Principal Paying Agent money sufficient to pay the Redemption Price of and
accrued and unpaid interest on the Notes other than Notes that have been
delivered by the Company to the Trustee at least 15 days prior to the Redemption
Date for cancellation.  The Company shall request that the bank through
which such payment is to be made agree to supply to the Principal Paying Agent
by 10:00 A.M. (New York time) two Business Days prior to the due date from any
such payment an irrevocable confirmation (by facsimile) of its intention to make
such payment. Section 3.06.Effect of Notice
of Redemption.Notice of redemption having been given as
aforesaid, the Notes shall, on the Redemption Date, become due and payable at
the applicable Redemption Price (together with accrued and unpaid interest, if
any, to the Redemption Date), and from and after such date (except in the event
of a default in the payment of the Redemption Price and accrued and unpaid
interest) such Notes shall cease to bear interest.  Upon surrender of any
such Note for redemption in accordance with such notice, such Note shall be paid
by the Company at the Redemption Price, together with accrued and unpaid
interest, if any, to the Redemption Date;provided,however, that installments of
interest whose Payment Date is on or prior to the Redemption Date shall be
payable to the Holders of such Notes registered as such at the close of business
on the relevant Record Dates according to their terms.  
 Exh. 2.3-27


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If any Note to be
redeemed shall not be so paid upon surrender thereof in accordance with the
Companys instructions for redemption, the principal shall, until paid, bear
interest from the Redemption Date at the rate borne by the Notes.  Upon
surrender to the Paying Agent, such Notes shall be paid at the applicable
Redemption Price, plus accrued and unpaid interest to the Redemption Date;provided,however, that installments of
interest payable on or prior to the redemption date shall be payable to the
Holders of such Notes registered as such at the close of business on the
relevant Record Date according to their terms. Section 3.07.  Notes Redeemed In
Part.Upon surrender of a Note that is redeemed in
part, the Company shall execute and the Trustee shall authenticate for the
Holder thereof (at the Companys expense) a new Note, equal in a principal
amount to the unredeemed portion of the Note surrendered;providedthat each new Note shall
be in a principal amount of U.S.$100,000 or an integral multiple of U.S.$1,000
in excess thereof. For all purposes of this
Indenture, unless the context otherwise requires, all provisions relating to
redemption of Notes shall relate, in the case of any Note redeemed or to be
redeemed only in part, to the portion of the principal amount of such Note which
has been or is to be redeemed. Article 4Covenants Section 4.01.Payment of
Principal and Interest Under the Notes.The Company shall
punctually pay the principal of and interest on the Notes on the dates and in
the manner provided in the form of Note set forth as Exhibit A.  By 10:00
a.m. (New York City time), no later than one Business Day prior to any Payment
Date, the Company shall irrevocably deposit with the Trustee or with the
Principal Paying Agent money sufficient to pay such principal and
interest. The Company shall pay
interest on overdue principal or installments of interest, to the extent lawful,
at the rate borne by the Notes plus 1% per annum. No interest shall be
payable hereunder in excess of the maximum rate permitted by applicable
law. Section 4.02.Maintenance of
Office or Agency.The Company shall maintain in each place of
payment for the Notes an office or agency where Notes may be presented or
surrendered for payment and where notices and demands to or upon the Company in
respect of the Notes and this Indenture may be served.  The Corporate Trust
Office of the Trustee shall be such office or agency of the Company, unless the
Company shall designate and maintain some other office or agency for one or more
of such purposes.  The Company shall give prompt written notice to the
Trustee of any change in the location of any such office or agency.  If at
any time the Company shall fail to maintain any such required office or agency
or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.   
 Exh. 2.3-28


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Section 4.03. Money for Note Payments to Be Held in
Trust. If the Company shall at any time act as its own Paying Agent, it shall,
on or before each due date of principal of or interest on any of the Notes,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal and interest so becoming due until such sums
shall be paid to such Persons or otherwise disposed of as herein provided and
shall promptly notify the Trustee of its action or failure so to act. Whenever the Company
shall have one or more Paying Agents for the Notes, it shall, on or before each
due date of principal of or interest on any Notes, irrevocably deposit with a
Paying Agent a sum sufficient to pay such principal and interest so becoming
due, such sum to be held in trust for the benefit of the Persons entitled to
such principal or interest, and (unless such Paying Agent is the Trustee) the
Company shall promptly notify the Trustee in writing of such action or any
failure so to act. Each Paying Agent,
subject to the provisions of this Section 4.03, shall: (i)hold all sums held by it for the payment of
principal of or interest on Notes in trust for the benefit of the Persons
entitled thereto until such sums shall be paid to such Persons or otherwise
disposed of as herein;provided,however, such sums need not be
segregated from other funds held by it, except as required by law; (ii)give the Trustee written notice of any Default by
the Company (or any other obligor upon the Notes) in the making of any payment
of principal or interest; and (iii)at any time during the continuance of any such
Default, upon the written request of the Trustee, forthwith pay to the Trustee
all sums so held in trust by such Paying Agent. The Company shall cause
each Paying Agent (other than the Principal Paying Agent) to execute and deliver
an instrument in which such Paying Agent shall agree with the Trustee to act as
a Paying Agent in accordance with this Section 4.03. The Company may at any
time, for the purpose of obtaining the satisfaction and discharge of this
Indenture or for any other purpose, pay, or by Company Order direct any Paying
Agent to pay, to the Trustee all sums held in trust by the Company or such
Paying Agent, such sums to be held by the Trustee upon the same trusts as those
upon which such sums were held by the Company or such Paying Agent; and, upon
such payment by any Paying Agent to the Trustee, such Paying Agent shall be
released from all further liability with respect to such sums. Any money deposited with
the Trustee or any Paying Agent, or then held by the Company, in trust for the
payment of principal of or interest on any Note and remaining unclaimed for two
years after such principal or interest has become due and payable shall be paid
to the Company at the request of the Company, or (if then held by the Company)
shall be discharged from such trust; and the Holder of such Note shall
thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trusteethereof, shall thereupon cease;provided,however, that the Trustee or
such Paying Agent, before being required to make any such repayment, shall, upon
request and at the expense of the Company, cause to be published once, in a
newspaper published in the English language, customarily published on each
Business Day and of general circulation in (i) the Borough of Manhattan, The
City of New York and (ii) so long as the Notes continue to be listed on the Euro
MTF market of the Luxembourg Stock Exchange, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such publication, any unclaimed balance of such money
then remaining shall be repaid to the Company.  
 Exh. 2.3-29


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Section 4.04.Maintenance of
Corporate Existence.TAM S.A. shall, and shall cause each of its
Subsidiaries to, (i) maintain in effect its corporate existence and all
registrations necessary therefor,providedthat these
restrictions shall not prohibit any transactions permitted by Article 5 or the
merger of any Subsidiary with or into TAM S.A. or with or into any other
Wholly-Owned Subsidiary of TAM S.A.; (ii) take all reasonable actions to
maintain all rights, privileges, titles to property, franchises and the like
necessary in the normal conduct of its business, activities or operations; and
(iii) maintain or cause to be maintained in good repair, working order and
condition (normal wear and tear excepted) all properties used in their business;provided,however, that neither TAM S.A.
nor its Subsidiaries shall be prevented from discontinuing those operations
(including through the transfer or dissolution of a Subsidiary) or suspending
the maintenance of those properties (including through the sale thereof) which,
in the reasonable judgment of TAM S.A. are no longer necessary in the conduct of
TAM S.A.s business, or that of its Subsidiaries; andprovided,further, that such
discontinuation of operations or suspension of maintenance shall not be
materially disadvantageous to the Holders of the Notes. Section 4.05.Payment of Taxes
and Claims.TAM S.A. shall, and shall cause each of its
Subsidiaries to, pay all taxes, assessments and other governmental charges
imposed upon it or any of its property in respect of any of its franchises,
businesses, income or profits before any penalty or interest accrues thereon,
and pay all claims (including claims for labor, services, materials and
supplies) for sums which have become due and payable and which by law have or
might become a Lien upon its property;provided,however, that any such payment
shall not be required unless the failure to make such payment would have a
material adverse effect upon the financial condition of TAM S.A. and its
Subsidiaries considered as one enterprise or a material adverse effect on the
performance of TAM S.A.s obligations hereunder; andprovided,further, that no such charge or
claim need be paid while it is being contested in good faith by appropriate
proceedings  and if appropriate reserves or other provisions shall have
been made therefor. Section 4.06.Payment of
Additional Amounts.(a) All payments by the Company in respect of the
Notes or the Guarantors in respect of the Note Guarantees will be made free and
clear of, and without withholding or deduction for or on account of, any present
or future taxes, duties, assessments, or other governmental charges of whatever
nature imposed or levied by or on behalf of the Cayman Islands or Brazil, or any
authority therein or thereof or any other jurisdiction in which the Company or
the Guarantors are organized, doing business or otherwise subject to the power
to tax (any of the aforementioned being a Taxing
Jurisdiction), unless the Company or the Guarantors are
compelled by law to deduct or withhold such taxes, duties,  
 Exh. 2.3-30


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assessments,
or governmental charges. In such event, the Company or the Guarantors, as
applicable, will make such deduction or withholding, make payment of the amount
so withheld to the appropriate governmental authority and pay such additional
amounts as may be necessary to ensure that the net amounts receivable by Holders
of Notes after such withholding or deduction shall equal the respective amounts
of principal and interest which would have been receivable in respect of the
Notes in the absence of such withholding or deduction (Additional
Amounts). Notwithstanding the foregoing, no such
Additional Amounts shall be payable: (i)to, or to a third party on behalf of, a Holder
who is liable for such taxes, duties, assessments or governmental charges in
respect of such Note by reason of the existence of any present or former
connection between such Holder (or between a fiduciary, settlor, beneficiary,
member or shareholder of such Holder, if such Holder is an estate, a trust, a
partnership, or a corporation) and the relevant Taxing Jurisdiction, including,
without limitation, such Holder (or such fiduciary, settlor, beneficiary, member
or shareholder) being or having been a citizen or resident thereof or being or
having been engaged in a trade or business or present therein or having, or
having had, a permanent establishment therein, other than the mere holding of
the Note or enforcement of rights under the Indenture and the receipt of
payments with respect to the Note; (ii)in respect of Notes surrendered or presented for
payment (if surrender or presentment is required) more than 30 days after the
Relevant Date except to the extent that payments under such Note would have been
subject to withholdings and the Holder of such Note would have been entitled to
such Additional Amounts, on surrender of such Note for payment on the last day
of such period of 30 days; (iii)where such Additional Amount is imposed and is
required to be made pursuant to any law implementing or complying with, or
introduced in order to conform to, any European Union Directive on the taxation
of savings; (iv)to, or to a third party on behalf of, a Holder
who is liable for such taxes, duties, assessments or other governmental charges
by reason of such Holder's failure to comply with any certification,
identification, documentation or other reporting requirement concerning the
nationality, residence, identity or connection with the relevant Taxing
Jurisdiction of such Holder, if (1) compliance is required by law as a
precondition to, exemption from, or reduction in the rate of, the tax,
assessment or other governmental charge and (2) the Company has given the
Holders at least 30 days notice that Holders will be required to provide such
certification, identification, documentation or other requirement; (v)in respect of any estate, inheritance, gift,
sales, transfer, capital gains, excise or personal property or similar tax,
assessment or governmental charge; (vi)in respect of any tax, assessment or other
governmental charge which is payable other than by deduction or withholding from
payments of principal of or interest on the Note;  
 Exh. 2.3-31


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(vii)in respect of any tax imposed on overall net
income or any branch profits tax; or (viii)in respect of any combination of the
above. (b)No Additional Amounts shall be paid with respect
to any payment on a Note to a Holder who is a fiduciary, a partnership, a
limited liability company or other than the sole beneficial owner of that
payment to the extent that payment would be required by the relevant Taxing
Jurisdiction to be included in the income, for tax purposes, of a beneficiary or
settlor with respect to the fiduciary, a member of that partnership, an
interestholder in a limited liability company or a beneficial owner who would
not have been entitled to the Additional Amounts had that beneficiary, settlor,
member or beneficial owner been the Holder. (c)The Notes are subject in all cases to any tax,
fiscal or other law or regulation or administrative or judicial interpretation.
Except as specifically provided above, neither the Company nor the Guarantors
shall be required to make a payment with respect to any tax, assessment or
governmental charge imposed by any government or a political subdivision or
taxing authority thereof or therein. (d)In the event that Additional Amounts actually
paid with respect to the Notes are based on rates of deduction or withholding of
withholding taxes in excess of the appropriate rate applicable to the Holder of
such Notes, and, as a result thereof such Holder is entitled to make claim for a
refund or credit of such excess from the authority imposing such withholding
tax, then such Holder shall, by accepting such Notes, be deemed to have assigned
and transferred all right, title, and interest to any such claim for a refund or
credit of such excess to the Company. (e)Any reference in this Indenture or the Notes to
principal, interest or any other amount payable in respect of the Notes by the
Company or the Note Guaranty by the Guarantors will be deemed also to refer to
any Additional Amount, unless the context requires otherwise, that may be
payable with respect to that amount under the obligations referred to in this
Section. (f)Each of the Company and the Guarantors covenants
that if any of the Company or the Guarantors, as applicable, is required under
applicable law to make any deduction or withholding on payments of principal of
or interest on the Notes for or on account of any tax, duty, assessment or other
governmental charge, at least 10 days prior to the first payment date on the
Notes and at least 10 days prior to each payment date thereafter where such
withholding is required, the Company or the Guarantors, as applicable, shall
furnish the Trustee and the Principal Paying Agent with an Officers Certificate
(but only if there has been any change with respect to the matters set forth in
any previously delivered Officers Certificate) instructing the Trustee and the
Principal Paying Agent as to whether such payment of principal of or interest on
the Notes shall be made without deduction or withholding for or on account of
any tax, duty, assessment or other governmental charge, or, if any such
deduction or withholding shall be required by the Taxing Jurisdiction, then such
certificate shall: (i) specify the amount required to be deducted or withheld on
such payment to the relevant recipient; (ii) certify that the Company or the
Guarantors, as applicable, shall pay such deduction or withholding amount to the
appropriate taxing authority; and (iii) certify that the Company or the
Guarantors, as applicable,shall pay or cause to be paid to the Trustee or
the Principal Paying Agent such Additional Amounts as are required by this
Section 4.06.  
 Exh. 2.3-32


---



(g)Each of the Company and the Guarantors agrees to
indemnify the Trustee and the Principal Paying Agent for, and to hold each
harmless against, any loss, liability or expense reasonably incurred without bad
faith on its part arising out of or in connection with actions taken or omitted
by it in reliance on any Officers Certificate furnished pursuant to this
Section 4.06 or any failure to furnish such a certificate. (h)The obligations of the Company and the Guarantors
pursuant to this Section 4.06 shall survive termination or discharge of this
Indenture, payment of the Notes and/or resignation or removal of the Trustee or
the Principal Paying Agent. Section 4.07.Reporting
Requirements.(a) The Company and the Guarantors shall provide
the Trustee with the following reports (and shall also provide the Trustee with
sufficient copies, as required, of the reports referred to in clauses (i), (ii),
(iii) and (iv) for distribution, at the Companys and the Guarantors expense,
to all Holders of Notes): (i)an English language version of TAM S.A.s 
annual audited consolidated financial statements prepared in accordance with
IFRS promptly upon such financial statements becoming available but not later
than 120 days after the close of its fiscal year; (ii)an English language version of TAM S.A.s
unaudited quarterly financial statements prepared in accordance with IFRS
promptly upon such statements becoming available but not later than 60 days
after the close of each fiscal quarter (other than the last fiscal quarter of
its fiscal year); (iii)simultaneously with the delivery of each set of
financial statements referred to in clauses (i) and (ii) of this Section
4.07(a), an Officers Certificate stating whether a Default or Event of Default
exists on the date of such certificate and, if a Default or Event of Default
exists, setting forth the details thereof and the action that the Company and/or
the Guarantors, as applicable, are taking or propose to take with respect
thereto; one of the officers signing the Officers Certificate delivered
pursuant to this section shall be the principal executive, financial or
accounting officer of the Company; (iv)without duplication, English language versions or
summaries of such other reports or notices as may be filed or submitted by (and
promptly after filing or submission by) the Company and/or the Guarantors, as
applicable, with (a) the CVM, (b) the Euro MTF market of the Luxembourg Stock
Exchange, or any other stock exchange on which the Notes may be listed or (c)
the SEC (in each case, to the extent that any such report or notice is generally
available to security holders of the Company or the public in Brazil or
elsewhere and, in the case of clause (c), is filed or submitted pursuant to Rule
12g3-2(b) under, or Section 13 or 15(d) of, the Exchange Act, or otherwise);
and (v)upon any director or executive officer of the
Company or any Guarantor becoming aware of the existence of a Default or Event
of Default, an Officers Certificatesetting forth the details
thereof and the action which the Company and/or such Guarantor, as applicable,
are taking or propose to take with respect thereto.  
 Exh. 2.3-33


---



Delivery of
the above reports to the Trustee is for informational purposes only and the
Trustees receipt of such reports shall not constitute constructive notice of
any information contained therein or determinable from information contained
therein, including the Companys or the Guarantors compliance with any of
their  covenants in this Indenture (as to which the Trustee is entitled to
rely exclusively on Officers Certificates). (b)Within 60 days of the close of each of the first
three fiscal quarters and within 90 days of the close of each fiscal year, for
so long as any of the Notes remain Outstanding, (i) the Company shall request
from DTC, a current list of the names and addresses of each DTC participant
which is a Holder of an interest in a Global Note and (ii) at the Companys
written request, the Trustee shall provide the Company with the names and
addresses of each Holder of a Certificated Note, if any. Section 4.08.Available
Information.The Company shall take all action necessary to
provide information to permit resales of the Notes pursuant to Rule 144A,
including furnishing to any Holder of a Note or owner of a beneficial interest
in a Global Note, or to any prospective purchaser designated by such a Holder or
beneficial owner, upon request to such Holder or beneficial owner, financial and
other information required to be delivered under paragraph (d)(4) of Rule 144A
(as amended from time to time and including any successor provision) unless, at
the time of such request, the Company is subject to the reporting requirements
of Section 13 or Section 15(d) of the Exchange Act or is exempt from such
requirements pursuant to Rule 12g3-2(b) under the Exchange Act (as amended from
time to time and including any successor provision). Section 4.09.Limitations on the
Company.  The Company shall not (a) engage in any
business or enter into, or be a party to, any transaction or agreement except
for: (i)the issuance, sale and redemption of the Notes
and activities incidentally related thereto; (ii)the incurrence of Debt to make inter-company
loans to the Guarantors and entities controlled by the Guarantors to finance the
acquisition and leasing of aircraft, equipment and supply materials by the
Guarantors and such entities and activities reasonably related
thereto; (iii)entering into Hedging Agreements relating to the
Notes or other such Debt; and (iv)any other transaction required by law; (b)acquire or own any Subsidiaries or other assets
or properties, except an interest in the inter-company loans described in
Section 4.09(a)(ii) and Hedging Agreements relating to its Debt and instruments
evidencing the foregoing; and  
 Exh. 2.3-34


---



(c)enter into any consolidation, merger,
amalgamation, joint venture, or other form of combination with any Person, or
sell, lease, convey or otherwise dispose of any of its assets or receivables,
except as otherwise permitted under Section 5.01. Section 4.10.Limitation on
Transactions with Affiliates.  Neither the Company nor any Guarantor
will, nor will the Company or any Guarantor permit any of their respective
Subsidiaries to, enter into or permit to exist any transaction (including the
purchase, sale, lease or exchange of any property, employee compensation
arrangements or the rendering of any service) with, or for the benefit of, any
Affiliate of the Company or such Guarantor, other than themselves or any of
their respective Subsidiaries, (an Affiliate
Transaction) unless the terms of the Affiliate Transaction
are no less favorable to the Company or such Guarantor or such Subsidiary than
those that could be obtained at the time of the Affiliate Transaction in arms
length dealings with a person who is not an Affiliate. Section 4.11.  Repurchase of
Notes upon a Change of Control.Not later than 30
days following a Rating Decline that results from a Change of Control, the
Company will make an Offer to Purchase all outstanding Notes at a purchase price
equal to 101% of the principal amount plus accrued interest up to, but not
including the date of purchase. An Offer to Purchase
must be made by written offer, which will specify the purchase price. The offer
must specify an expiration date (the expiration
date) not less than 30 days or more than 60 days
after the date of the offer and a settlement date for the purchase (the
purchase date) not more than five
Business Days after the expiration date. The offer must include information
required by the Securities Act, Exchange Act or any other applicable laws. The
offer will also contain instructions and materials necessary to enable holders
to tender notes pursuant to the offer. A Holder may tender all
or any portion of its Notes pursuant to an Offer to Purchase, subject to the
requirement that any portion of a Note tendered must be in a denomination of
U.S.$100,000 or an integral multiple of U.S.$1,000 principal amount in excess
thereof. Holders are entitled to withdraw Notes tendered up to the close of
business on the expiration date. On the purchase date the purchase price will
become due and payable on each note accepted for purchase pursuant to the Offer
to Purchase, and interest on notes purchased will cease to accrue on and after
the purchase date. The Company will comply
with Rule 14e-1 under the Exchange Act (to the extent applicable and not in
conflict with applicable Brazilian regulations) and all other applicable laws in
making any Offer to Purchase, and the above procedures will be deemed modified
as necessary to permit such compliance. The Guarantors will
obtain all necessary consents and approvals from the Central Bank of Brazil that
may be required at the time for the remittance of funds outside of Brazil prior
to making any Offer to Purchase.  
 Exh. 2.3-35


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Article
5Consolidation, Merger, Conveyance, Transfer
or Lease Section 5.01.Limitation on
Consolidation, Merger or Transfer of Assets.Neither the Company nor
any Guarantor shall consolidate with or merge with or into, or sell, convey,
transfer or dispose of, or lease all or substantially all its assets as an
entirety or substantially as an entirety, in one transaction or a series of
related transactions, to, any Person, unless: (i)the resulting, surviving or transferee Person (if
not the Company or such Guarantor) shall be a Person organized and existing
under the laws of the Cayman Islands, Brazil, or the United States of America,
any State thereof or the District of Columbia, or any other country (or
political subdivision thereof) that is a member country of the European Union or
of the Organisation for Economic Co-operation and Development on the date of
this Indenture, and such Person expressly assumes, by an indenture supplemental
to this Indenture, executed and delivered to the Trustee, all the obligations of
the Company or such Guarantor under this Indenture and the Notes and the Note
Guaranty; (ii)the resulting, surviving or transferee person (if
not the Company or such Guarantor), if not organized and existing under the laws
of a jurisdiction other than the Cayman Islands or Brazil, undertakes, in such
supplemental indenture, (i) to pay such Additional Amounts in respect of
principal (and premium, if any) and interest as may be necessary in order that
every net payment made in respect of the Notes and the Note Guaranty after
deduction or withholding for or on account of any present or future tax,
penalty, fine, duty, assessment or other governmental charge imposed by such
other country or any political subdivision or taxing authority thereof or
therein shall not be less than the amount of principal (and premium, if any) and
interest then due and payable on the Notes and the Note Guaranty subject to the
same exceptions set forth under Sections 4.06(a)(i) through Section
4.06(a)(viii) and (ii) that the provisions set forth in Section 3.01(c) shall
apply to such person, but in both cases, replacing existing references in such
Section to Cayman Islands or Brazil or to the Taxing Jurisdiction with
references to the jurisdiction of organization of the resulting, surviving or
transferee Person as the case may be; (iii)immediately prior to such transaction and
immediately after giving effect to such transaction, no Default or Event of
Default shall have occurred and be continuing; and (iv)the Company or such Guarantor shall have
delivered to the Trustee an Officers Certificate and an Opinion of Counsel,
each stating that such consolidation, merger or transfer and such supplemental
indenture, if any, comply with this Indenture. Notwithstanding anything
to the contrary contained in the foregoing, any of the Guarantors may
consolidate with or merge with the Company or any Subsidiary that becomes a
Guarantor concurrently with the relevant transaction.  
 Exh. 2.3-36


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The Trustee shall be
entitled to rely exclusively on and shall accept such Officers Certificate and
Opinion of Counsel as sufficient evidence of the satisfaction of the conditions
precedent set forth in this Section 5.01, in which event it shall be conclusive
and binding on the Holders. Section 5.02.Successor
Substituted.Upon any consolidation or merger, or any sale,
assignment, conveyance, transfer, lease or disposition of all or substantially
all of the properties and assets of the Company or any Guarantor in accordance
with Section 5.01 in which the Company or such Guarantor is not the continuing
obligor or Guarantor, as the case may be, under this Indenture, the surviving or
transferor Person shall succeed to, and be substituted for, and may exercise
every right and power of, the Company or such Guarantor, as the case may be,
under this Indenture with the same effect as if such successor had been named as
the Company or Guarantor therein.  When a successor assumes all the
obligations of its predecessor under this Indenture, the Notes and the Note
Guaranty, the predecessor shall be released from those obligations;providedthat in the case of a
transfer by lease, the predecessor shall not be released from the payment of
principal and interest on the Notes. Article 6Events of Default and
Remedies Section 6.01.Events of
Default.The term Event of
Default means, when used herein, any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to, or as a result of any failure to obtain, any authorization, order, rule,
regulation, judgment or decree of any governmental or administrative body or
court): (a)The Company defaults in any payment of interest
(including any Additional Amounts or any Additional Interest) on any Note when
the same becomes due and payable, and such Default continues for a period of 30
days; (b)The Company defaults in the payment of principal
amounts (including any Additional Amounts) of any Note when the same becomes due
and payable upon acceleration or redemption or otherwise; (c)The Company or any Guarantor fails to comply with
any of its covenants or agreements in the Notes or this Indenture (other than
those referred to in clauses (a) and (b) of this Section 6.01), and such failure
continues for 60 days after the notice specified below; (d)The Company, any Guarantor or any Significant
Subsidiary defaults under any mortgage, indenture or instrument under which
there may be issued or by which there may be secured or evidenced any Debt for
money borrowed by the Company, any such Guarantor or any such Significant
Subsidiary (or the payment of which is guaranteed by the Company, such Guarantor
or any such Significant Subsidiary) whether such Debt or guarantee now exists,
or is created after the date of this Indenture, which default (i) is caused by
failure to pay principal of or premium, if any, or interest on such Debt after
giving effect to any grace period provided insuch Debt on the date of
such default (Payment Default) or (ii) results in the
acceleration of such Debt prior to its express maturity and, in each case, the
principal amount of any such Debt, together with the principal amount of any
other such Debt under which there has been a Payment Default or the maturity of
which has been so accelerated, totals U.S.$50,000,000 (or the equivalent thereof
at the time of determination) or more in the aggregate;  
 Exh. 2.3-37


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(e)One or more final judgments or decrees for the
payment of money in excess of U.S.$50,000,000 (or the equivalent thereof at the
time of determination) in the aggregate are rendered against the Company, any
Guarantor or any Significant Subsidiary and are not paid (whether in full or in
installments in accordance with the terms of the judgment) or otherwise
discharged and, in the case of each such judgment or decree, either (i) an
enforcement proceeding has been commenced by any creditor upon such judgment or
decree and is not dismissed within 30 days following commencement of such
enforcement proceedings or (ii) there is a period of 60 days following such
judgment during which such judgment or decree is not discharged, waived or the
execution thereof stayed; (f)an involuntary case or other proceeding is
commenced against the Company, any Guarantor or any Significant Subsidiary with
respect to it or its debts under any bankruptcy, insolvency or other similar law
now or hereafter in effect seeking the appointment of a trustee, receiver,síndico,liquidator, custodian or
other similar official of it or any substantial part of its property, and such
involuntary case or other proceeding remains undismissed and unstayed for a
period of 60 days; or an order for relief is entered against the Company, any
Guarantor or any Significant Subsidiary under the bankruptcy laws now or
hereafter in effect, and such order is not being contested by the Company, any
Guarantor or any Significant Subsidiary, as the case may be, in good faith, or
has not been dismissed, discharged or otherwise stayed, in each case within 60
days of being made; (g)the Company, any Guarantor or any Significant
Subsidiary (i) commences a voluntary case or other proceeding seeking
liquidation, reorganization or other relief with respect to itself or its Debts
under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or consents to the entry of an order for relief in an
involuntary case under any such law, (ii) consents to the appointment of or
taking possession by a receiver,síndico, liquidator,
assignee, custodian, trustee, sequestrator or similar official of the Company,
any Guarantor or any Significant Subsidiary or for all or substantially all of
the Property of the Company, any Guarantor or any Significant Subsidiary or
(iii) effects any general assignment for the benefit of creditors (an event of
default specified in clause (f) or this clause (g) a bankruptcy
default); (h)any event occurs that under the laws of the
Cayman Islands, Brazil or any political subdivision thereof or any other country
has substantially the same effect as any of the events referred to in any of
clause (f) or (g); (i)any Note Guaranty ceases to be in full force and
effect, other than in accordance the terms of this Indenture, or a Guarantor
denies or disaffirms its obligations under its Note Guaranty; or  
 Exh. 2.3-38


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(j)TAM S.A. ceases to own, directly or indirectly,
100% of the outstanding share capital of the Company. A Default under clause
(c) of this Section 6.01 shall not constitute an Event of Default until the
Trustee or the Holders of at least 25% in principal amount of the Outstanding
Notes notify the Company and the Guarantors of the Default and the Company does
not cure such Default within the time specified after receipt of such
notice. Section 6.02.Acceleration of
Maturity, Rescission and Amendment.If an Event of Default
(other than an Event of Default specified in Section 6.01(f), Section 6.01(g) or
Section 6.01(h)) occurs and is continuing, the Trustee or the Holders of not
less than 25% in principal amount of the Outstanding Notes may declare all
unpaid principal of and accrued and unpaid interest on all Notes to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee,
if the notice is given by the Holders), stating that such notice is an
acceleration notice, and upon any such declaration such amounts shall become
due and payable immediately.  If an Event of Default specified in Section
6.01(f), Section 6.01(g) or Section 6.01(h) occurs and is continuing, then the
principal of and accrued and unpaid interest on all Notes shall become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder. At any time after a
declaration of acceleration has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as hereinafter
provided in this Article, the Holders of a majority in principal amount of the
Notes by written notice to the Company and the Trustee may rescind or annul such
declaration if: (i)the Company has paid or deposited with the
Trustee a sum sufficient to pay (A) all overdue interest on Outstanding Notes,
(B) all unpaid principal of the Notes that has become due otherwise than by such
declaration of acceleration, (C) to the extent that payment of such interest on
the Notes is lawful, interest on such overdue interest (including any Additional
Amounts) as provided herein and (D) all sums paid or advanced by the Trustee and
Agents hereunder and the reasonable compensation, expenses, disbursements and
advances of the Trustee and Agents and their agents and counsel; and (ii)all Events of Default have been cured or waived
as provided in Section 6.13 other than the nonpayment of principal that has
become due solely because of acceleration. No such rescission shall
affect any subsequent Default or Event of Default or impair any right consequent
thereto. Section 6.03.Collection Suit by
Trustee.If an Event of Default specified in Section
6.01(a) or 6.01(b) occurs, the Trustee, in its own name as trustee of an express
trust, (i) may institute a judicial proceeding for the collection of the whole
amount then due and payable on such Notes for principal and interest (including
Additional Amounts), and interest on any overdue principal and, to the extent
that payment of such interest (including Additional Amounts)shall be
legally enforceable, upon any overdue installment of interest (including
Additional Amounts), at the rate borne by the Notes, and, in addition thereto,
such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, (ii) may prosecute such
proceeding to judgment or final decree and (iii) may enforce the same against
the Company or any other obligor upon the Notes and collect the moneys adjudged
or decreed to be payable in the manner provided by law out of the property of
the Company or any other obligor upon the Notes, wherever situated.  
 Exh. 2.3-39


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If an Event of
Default occurs and is continuing, the Trustee may in its discretion proceed to
protect and enforce its rights and the rights of the Holders by any available
proceeding at law or in equity, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy. Section 6.04.Other
Remedies.If an Event of Default occurs and is continuing,
the Trustee may pursue any available remedy to collect the payment of principal
of or interest (including Additional Amounts) on the Notes or to enforce the
performance of any provision of the Notes or this Indenture. Section 6.05.Trustee May
Enforce Claims Without Possession of Notes.All rights of action and
claims under this Indenture or the Notes may be prosecuted and enforced by the
Trustee without the possession of any of the Notes or the production thereof in
any proceeding relating thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name and as trustee of an express trust, and
any recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, be for the ratable benefit of the Holders of the Notes
in respect of which such judgment has been recovered. Section 6.06.Application of
Money Collected.Any money collected by the Trustee pursuant to
this Article 6 shall be applied in the following order: FIRST:  to the
Trustee for amounts due to it hereunder (including, without limitation, under
Section 7.06); SECOND:  to Holders
for amounts due and unpaid on the Notes for principal and interest (including
Additional Amounts), ratably, without preference or priority of any kind,
according to the amounts due and payable on the Notes for principal and interest
(including Additional Amounts), respectively; and THIRD: to the Company or,
to the extent the Trustee collects any amounts from any Guarantor, to such
Guarantor or as a court of competent jurisdiction may direct. The Trustee may fix a
record date and payment date for any payment to Holders pursuant to this Section
6.06.  At least 15 days before such record date, the Company shall mail to
each Holder and the Trustee a notice that states the record date, the payment
date and amount to be paid.  
 Exh. 2.3-40


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Section 6.07. Limitation on Suits. A Holder may not
pursue any remedy with respect to this Indenture or the Notes unless: (i)the Holder has previously given to the Trustee
written notice stating that an Event of Default has occurred and is
continuing; (ii)the Holders of at least 25% in principal amount
of the Notes have made a written request to the Trustee to pursue the remedy in
respect of such Event of Default; (iii)such Holder or Holders has offered and provided
to the Trustee security or indemnity reasonably satisfactory to the Trustee
against any cost, loss, liability or expense to be incurred in compliance with
such request; (iv)the Trustee does not comply with the request
within 60 days after receipt of the request and the offer and provision of
security or indemnity; and (v)no direction inconsistent with such written
request has been given to the Trustee during such 60-day period by the Holders
of a majority in principal amount of the Notes outstanding. A Holder may not use this
Indenture to prejudice the rights of another Holder or to obtain a preference or
priority over another Holder. Section 6.08.Rights of Holders
to Receive Principal and Interest.Notwithstanding any other
provision of this Indenture, the right of any Holder to receive payment of
principal of and interest on the Notes held by such Holder, on or after the
respective Payment Dates expressed in the Notes, or to institute suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired of affected without the consent of such Holder. Section 6.09.Restoration of
Rights and Remedies.If the Trustee or any Holder has instituted any
proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such
case, subject to any determination in such proceeding, the Company, the
Guarantors, the Trustee and the Holders shall be restored severally and
respectively to their former positions hereunder and thereafter all rights and
remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted. Section 6.10.Trustee May File
Proofs of Claim.The Trustee may file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due to the trustee hereunder) and the Holders allowed in any judicial
proceedings relative to the Company or any Guarantor, their respective creditors
or their respective properties and, unless prohibited by law or applicable
regulations, may vote on behalf of the Holders in any election of a trustee in
bankruptcy or other Person performing similar functions, and any Custodian in
any such judicialproceeding is hereby authorized by each Holder to
make payments to the Trustee and, in the event that the Trustee shall consent to
the making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and its counsel, and any other amounts due
the Trustee under Section 7.06.  Nothing herein shall be deemed to
authorize the Trustee to authorize or consent to or accept or adopt on behalf of
any Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder thereof, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such
proceeding.  
 Exh. 2.3-41


---



Section 6.11.Delay or Omission
Not Waiver.No delay or omission of the Trustee or of any
Holder of any Note to exercise any right or remedy accruing upon any Event of
Default shall impair any such right or remedy or constitute a waiver of any such
Event of Default or an acquiescence therein.  Every right and remedy given
by this Article 6 or by law to the Trustee or to the Holders may be exercised
from time to time, and as often as may be deemed expedient, by the Trustee or by
the Holders, as the case may be. Section 6.12.Control by
Holders.The Holders of a majority in principal amount of
the Outstanding Notes may direct in writing the time, method and place of
conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee.  However, the
Trustee shall be under no obligation to exercise any of the rights or powers
under this Indenture at the request or direction of the Holders if such request
or direction conflicts with any law or with this Indenture or, subject to
Section 7.01, if the Trustee determines it is unduly prejudicial to the rights
of other Holders (it being understood that, subject to Sections 7.01 and 7.02,
the Trustee shall have no duty to ascertain whether or not such actions or
forbearance are unduly prejudicial to such Holders) or would involve the Trustee
in personal liability or expense;provided,however, that the Trustee may
take any other action deemed proper by the Trustee that is not inconsistent with
such request or direction.  Prior to taking any action hereunder, the
Trustee shall be entitled to indemnification satisfactory to it in its sole
discretion against all costs, losses, liabilities and expenses caused by taking
or not taking such action. Section 6.13.Waiver of Past
Defaults and Events of Default.Subject to Section 6.02,
the Holders of a majority in principal amount of the Outstanding Notes by
written notice to the Trustee may waive an existing Default or Event of Default
and its consequences except (i) a Default or Event of Default in the payment of
the principal of or interest on a Note or (ii) a Default or Event of Default in
respect of a provision that under Section 9.02 cannot be amended without the
consent of each Holder affected.  When a Default or Event of Default is
waived, it is deemed cured, but no such waiver shall extend to any subsequent or
other Default or Event of Default or impair any consequent right. Section 6.14.Rights and
Remedies Cumulative.Except as otherwise provided with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Notes in Section
2.08, no right or remedy herein conferred upon or reserved to the Trustee or to
the Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise.  The assertion oremployment of
any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.  
 Exh. 2.3-42


---



Section 6.15.Waiver of Stay or
Extension Laws.The Company and each Guarantor covenant (to the
extent that it may lawfully do so) that it shall not at any time insist upon, or
plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay or extension law wherever enacted, now or at any time hereafter in
force, which may affect the covenants or the performance of this Indenture or
the Notes; and the Company and each Guarantor (to the extent that it may
lawfully do so) hereby expressly waive all benefit or advantage of any such law,
and shall not hinder, delay or impede the execution of any power herein granted
to the Trustee, but shall suffer and permit the execution of every such power as
though no such law had been enacted. Article 7Trustee and
Agents Section 7.01.Duties of Trustee
and Agents.(a) If an Event of Default has occurred and is
continuing and a Responsible Officer has actual knowledge thereof, the Trustee
shall exercise the rights and powers vested in it by this Indenture and use the
same degree of care and skill in its exercise as a prudent Person would exercise
or use under the circumstances in the conduct of such Persons own
affairs. (b)Except during the continuance of an Event of
Default in the case of the Trustee only, (i) the Trustee and each Agent
undertake to perform such duties and only such duties as are specifically set
forth in this Indenture and no implied covenants or obligations shall be read
into this Indenture against the Trustee or any Agent; and (ii) in the absence of
bad faith on the part of the Trustee or any Agent, the Trustee or such Agent, as
the case may be, may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon certificates or opinions
furnished to the Trustee or such Agent, as the case may be, and conforming to
the requirements of this Indenture.  However, in the case of any
certificates or opinions which by any provision hereof are specifically required
to be furnished to the Trustee or any Agent, the Trustee or such Agent, as the
case may be, shall examine the certificates and opinions to determine whether or
not they conform to the requirements of this Indenture (but need not confirm or
investigate the accuracy of the mathematical calculations or other facts stated
therein). (c)The Trustee may not be relieved from liability
for its own gross negligence, bad faith or willful misconduct, except
that: (i)this Section 7.01(c) does not limit the effect of
Section 7.01(b); (ii)neither the Trustee nor any Agent shall be liable
for any error of judgment made in good faith by a Responsible Officer unless it
is proved that the Trustee or such Agent, as the case may be, was grossly
negligent in ascertaining the pertinent facts; and  
 Exh. 2.3-43


---



(iii)the Trustee shall not be liable with respect to
any action it takes or omits to take in good faith in accordance with a
direction received by it pursuant to Section 6.07 or exercising any trust or
power conferred upon it under this Indenture. (d)Neither the Trustee nor any Agent shall be liable
for interest on any money received by it except as each may agree in writing
with the Company. (e)Money held in trust by the Trustee or any Agent
need not be segregated from other funds except to the extent required by
law. (f)No provision of this Indenture shall require the
Trustee or any Agent to expend or risk its own funds or otherwise incur personal
financial liability in the performance of any of its duties hereunder or in the
exercise of any of its rights or powers, if it shall have reasonable grounds to
believe that repayment of such funds and/or adequate indemnity against such risk
or liability is not satisfactorily assured to it. (g)Every provision of this Indenture relating to the
conduct or affecting the liability of or affording protection to the Trustee and
any Agent shall be subject to the provisions of this Section 7.01. Section 7.02.Rights of
Trustee.(a) The Trustee and each Agent may rely upon, and
shall be protected in acting or refraining from acting based upon, any document
believed by it to be genuine and to have been signed or presented by the proper
Person.  Neither the Trustee nor any Agent need investigate any fact or
matter stated in any such document. (b)Before the Trustee or any Agent acts or refrains
from acting, it may require an Officers Certificate, the written advice of a
qualified tax expert or an Opinion of Counsel.  The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on the
Officers Certificate, the qualified tax experts written advice or Opinion of
Counsel. (c)The Trustee or any Agent may act through agents
and shall not be responsible for the willful misconduct or gross negligence of
any agent appointed with due care. (d)Any request, direction, order or demand of the
Company mentioned herein shall be sufficiently evidenced by an Officers
Certificate of the Company (unless other evidence in respect thereof be herein
specifically prescribed); and any resolution of the Board of Directors of the
Company may be evidenced to the Trustee or any Agent by copies thereof certified
by the Secretary or an Assistant Secretary (or equivalent officer) of the
Company. (e)Neither the Trustee nor any Agent shall be under
an obligation to exercise any of the trusts or powers vested in it by this
Indenture at the request, order or direction of any of the Holders pursuant to
the provisions of this Indenture, unless such Holders shall have offered to the
Trustee or such Agent security or indemnity reasonably satisfactory to the
Trustee against the costs, expenses and liabilities that might be incurred
thereby.  
 Exh. 2.3-44


---



(f)Neither the Trustee nor any Agent shall be liable
for any action taken or omitted by it in good faith and believed by it to be
authorized or within the discretion, rights or powers conferred upon it by this
Indenture. (g)Neither the Trustee nor any Agent shall be liable
for any action it takes or omits to take in good faith which it believes to be
authorized or within its rights or powers;providedthat the
conduct of the Trustee or any such Agent does not constitute willful misconduct,
gross negligence or bad faith. (h)Each of the Trustee and any Agent may consult
with counsel, and the advice or opinion of counsel with respect to legal matters
relating to this Indenture and the Notes shall be full and complete
authorization and protection from liability in respect to any action taken,
omitted or suffered by it hereunder in good faith and in accordance with the
advice or opinion of such counsel. (i)Neither the Trustee nor any Agent shall be bound
to make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, note, other evidence of indebtedness or other
paper or document unless, in the case of the Trustee, requested in writing by
the Holders of not less than a majority in aggregate principal amount of the
Notes Outstanding;providedthat if the payment
within a reasonable time to the Trustee of the costs, expenses or liabilities
likely to be incurred by it in the making of such investigation is, in the
opinion of the Trustee, not satisfactorily assured to the Trustee by the
security afforded to it by the terms of this Indenture, the Trustee may require
from the Holders indemnity satisfactory to the Trustee against such expenses or
liabilities as a condition to proceeding; the reasonable expenses of every such
investigation shall be paid by the Company or, if paid by the Trustee, shall be
reimbursed by the Company upon demand. (j)Neither the Trustee nor any Paying Agent shall be
required to invest, or shall be under any liability for interest, on any moneys
at any time received by it pursuant to any of the provisions of this Indenture
or the Notes except as the Trustee or any Paying Agent may otherwise agree with
the Company.  Such moneys need not be segregated from other funds except to
the extent required by mandatory provisions of law. (k)In no event shall the Trustee or any Agent be
liable for special, indirect or consequential loss or damage of any kind
whatsoever (including, but not limited to, lost profits), even if the Trustee
has been advised of the likelihood of such loss or damage and regardless of the
form of action. (l)The permissive rights of the Trustee enumerated
herein shall not be construed as duties of the Trustee. (m)The Trustee and each Agent shall accept and act
upon Written Directions when given to the Trustee or such Agent, as the case may
be, in the form of Facsimile Instructions.  Subsequent to the transmission
of a Written Direction in the form of a Facsimile Instruction, the Company
agrees to transmit to the Trustee or such Agent, in a timely manner, the
originallyexecuted Written Direction if required pursuant
to the Governing Documents or at the request of the Trustee or such Agent. 
Additionally, the Trustee and each Agent shall accept a Facsimile Signature as
if each such Facsimile Signature were an original signature, if the Trustee or
such Agent believes in good faith that such signature is that of the individual
whose signature it purports to be.  
 Exh. 2.3-45


---



(n)The rights, privileges, protections, immunities
and benefits given to the Trustee, including, without limitation, its right to
be indemnified, are extended to, and shall be enforceable by, the Trustee in
each of its capacities hereunder, and to each agent, custodian and other Person
employed to act hereunder. Section 7.03.Individual Rights
of Trustee.The Trustee and any Paying Agent, Registrar or
co-registrar or any other agent of the Company or of the Trustee, in its
individual or any other capacity, may become the owner or pledgee of Notes and
may otherwise deal with the Company or its Affiliates with the same rights it
would have if it were not Trustee, Paying Agent, Registrar or such other
agent. Section 7.04.Trustees
Disclaimer.Neither the Trustee nor any Agent shall be
responsible for and makes no representation as to the validity or adequacy of
this Indenture or the Notes, it shall not be accountable for the Companys use
of the proceeds from the Notes, and it shall not be responsible for any
statement of the Company in this Indenture or in any document issued in
connection with the sale of the Notes or in the Notes other than the Trustees
certificate of authentication. Section 7.05.Notice of Defaults
and Events of Default.If a Default or Event of Default occurs and is
continuing, and if it is known to the Responsible Officer, the Trustee shall
mail to each Holder notice of the Default or Event of Default within 90 days
after a Responsible Officer acquires actual knowledge of such Default or Event
of Default.  Except in the case of a Default or Event of Default in payment
of principal of or interest on any Note, the Trustee may withhold the notice and
shall be protected from withholding the notice if and so long as a committee of
its Responsible Officers of the Trustee in good faith determines that
withholding the notice is in the interests of Holders.  For all purposes of
this Indenture and the Notes, the Trustee shall not be deemed to have knowledge
of a Default or Event of Default unless either (i) an attorney, authorized
officer or agent of the Trustee with direct responsibility for the Indenture has
actual knowledge of such Default or Event of Default or (ii) written notice of
such Default or Event of Default has been given to the Trustee by the Company or
any Holder. Section 7.06.Compensation and
Indemnity.The Company agrees to pay to the Trustee and each
Agent from time to time such compensation as shall be agreed upon in writing for
its services.  The Trustees compensation shall not be limited by any law
regarding compensation of a trustee of an express trust.  The Company
agrees to reimburse promptly the Trustee and each Agent upon request for all
reasonable out-of-pocket expenses incurred or made by it, including costs of
collection, in addition to the compensation for its services.  Such
expenses shall include the reasonable compensation and expenses, disbursements
and advances of the Trustees and each Agents agents, counsel, accountants and
experts.  Payments of any such expenses by the Company to the Trustee or
any Agent, as the case may be, shall be made free and clear of and  
 Exh. 2.3-46


---



without
withholding or deduction for or on account of any present or future taxes,
duties, assessments, fees or other governmental charges of whatever nature (and
any fines, penalties or interest related thereto) imposed or levied by or on
behalf of the Cayman Islands, Brazil or any political subdivision or authority
thereof or therein having power to tax, unless such withholding or deduction is
required by law.  In that event, the Company shall pay to the Trustee or
Agent, as the case may be, such Additional Amounts as may be necessary in order
that every net payment made by the Company to the Trustee and such Agent, as the
case may be, after deducting or withholding for or on account of any present or
future tax, penalty, fine, duty, assessment or other governmental charge imposed
upon or as a result of such payment by the Cayman Islands, Brazil or any
political subdivision or taxing authority thereof or therein shall not be less
than the amount then due and payable to the Trustee or the Principal Paying
Agent, as the case may be.  The Company shall indemnify each of the Trustee
and each Agent against any and all loss, liability or expense (including
reasonable attorneys fees and expenses) incurred by it without gross negligence
or bad faith on its part arising out of and in connection with the
administration of this Indenture, the performance of its respective duties
hereunder, and the exercise of its rights hereunder including, without
limitation, the costs and expenses of defending itself against any claim or
liability and of complying with any process served upon it or any of its
officers in connection with the exercise or performance of any of its powers or
duties under this Indenture.  The Company undertakes to indemnify the
Trustee and each of the Agents and their affiliates against all losses,
liabilities, including any and all tax liabilities, which, for the avoidance of
doubt, shall include both Brazilian and Cayman Islands taxes and associated
penalties, costs, claims, actions, damages, expenses or demands which any of
them may incur or which may be made against any of them as a result of or in
connection with the appointment of or the exercise of the powers and duties or
rights by the Trustee or any Agent or its affiliates under this Indenture except
as may result from its own default, gross negligence or bad faith or that of its
directors, officers or employees or any of them, or breach by it of the terms of
this Indenture.  The Trustee and each Agent shall notify the Company
promptly of any claim for which it may seek indemnity.  Failure by the
Trustee or such Agent to so notify the Company shall not relieve the Company of
its obligations hereunder.  If the Trustee or Agent, as the case may be,
determines in its reasonable discretion that no conflict of interest (or
potential conflict of interest) exists, the Company will be entitled to
participate in the Trustees defense of the claim or Agents defense of the
claim, as the case may be, and the Trustee or such Agent may have separate
counsel and the Company shall pay the fees and expenses of such
counsel. To secure the payment
obligations of the Company in this Section 7.06, the Trustee shall have a lien
prior to the Notes on all money or property held or collected by the Trustee or
the Principal Paying Agent, except that held in trust to pay principal of and
interest on particular Notes. The obligations of the
Company pursuant to this Section 7.06 shall survive the payment of the Notes,
resignation or removal of the Trustee or any Agent and the satisfaction and
discharge of this Indenture.  When the Trustee incurs expenses after the
occurrence of a Default or Event of Default specified in Section 6.01(h), the
expenses are intended to constitute expenses of administration under any
bankruptcy law.  
 Exh. 2.3-47


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The Company acknowledges
that none of the Trustee, the Principal Paying Agent or any other Agent makes
any representations as to the interpretation or characterization of the
transactions herein undertaken for tax or any other purpose, in any
jurisdiction.  The Company represents that it has fully satisfied itself as
to any tax impact of this Indenture before agreeing to the terms herein, and is
responsible for any and all federal, state, local, income, franchise,
withholding, value added, sales, use, transfer, stamp or other taxes imposed by
any jurisdiction in respect of this Indenture. The Company agrees to pay
any and all stamp and other documentary taxes or duties which may be payable in
connection with the execution, delivery, performance and enforcement of this
Indenture by the Trustee or any Agent. Section 7.07.Replacement of
Trustee.The Trustee may resign at any time by so
notifying the Company in writing.  The Holders of a majority in principal
amount of the Notes may remove the Trustee by so notifying the Trustee in
writing and may appoint a successor Trustee.  The Company shall remove the
Trustee if: (i)the Trustee fails to comply with Section
7.09; (ii)the Trustee is adjudged a bankrupt or
insolvent; (iii)a
receiver or other public officer takes charge of the Trustee or its property;
or (iv)the Trustee otherwise becomes incapable of
acting. If the Trustee resigns or
is removed or if a vacancy exists in the office of Trustee for any reason (the
Trustee in such event being referred to herein as the retiring Trustee) the
Company shall promptly appoint a successor Trustee. A successor Trustee shall
deliver a written acceptance of its appointment to the retiring Trustee and to
the Company.  Thereupon the resignation or removal of the retiring Trustee
shall become effective, and the successor Trustee shall have all the rights,
powers and duties of the Trustee under this Indenture.  The successor
Trustee shall mail a notice of its succession to Holders.  The retiring
Trustee shall promptly transfer all property held by it as Trustee to the
successor Trustee, subject to the lien provided for in Section 7.06. If a successor Trustee
does not take office within 60 days after the retiring Trustee resigns or is
removed, the retiring Trustee, the Company or the Holders of a majority in
principal amount of the Notes may petition any court of competent jurisdiction
for the appointment of a successor Trustee. If the Trustee fails to
comply with Section 7.09, any Holder may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee. Notwithstanding the
replacement of the Trustee pursuant to this Section 7.07, the Companys
obligation under Section 7.06 shall continue for the benefit of the retiring
Trustee.   Exh. 2.3-48


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Section 7.08. Successor Trustee by Merger. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business (including this transaction) or assets to,
another corporation or banking association, the resulting, surviving or
transferee corporation without any further act shall be the successor
Trustee. In case at the time such
successor or successors by merger, conversion or consolidation to the Trustee
shall succeed to the trusts created by this Indenture any of the Notes shall
have been authenticated but not delivered, any such successor to the Trustee may
adopt the certificate of authentication of any predecessor trustee, and deliver
such Notes so authenticated; and in case at that time any of the Notes shall not
have been authenticated, any successor to the Trustee may authenticate such
Notes in the name of the successor to the Trustee; and in all such cases such
adopted certificates shall have the full force of all provisions within the
Notes or in this Indenture relating to the certificate of the
Trustee. Section 7.09.Eligibility;
Disqualification.The Trustee hereunder shall at all times be a
corporation, bank or trust company organized and doing business under the laws
of the United States or any state thereof (i) which is authorized under such
laws to exercise corporate trust power, (ii) is subject to supervision or
examination by governmental authorities, (iii) shall have at all times a
combined capital and surplus of at least U.S.$50,000,000 as set forth in its
most recent published annual report of condition and (iv) shall have its
Corporate Trust Office in The City of New York.  If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section
7.09, it shall resign immediately in the manner and with the effect specified in
Section 7.07. Article 8Discharge of
Indenture; Defeasance Section 8.01.Discharge of
Liability on Notes.(a) When (i) the Company or any Guarantor
delivers to the Trustee all Outstanding Notes (other than Notes replaced
pursuant to Section 2.08) for cancellation or (ii) all Outstanding Notes have
become due and payable and the Company or any Guarantor deposits in trust, for
the benefit of the Holders, with the Trustee finally collected funds sufficient
to pay at Maturity all Outstanding Notes and interest thereon (other than Notes
replaced pursuant to Section 2.08 and if in any such case the Company or any
Guarantor pays all other sums payable hereunder by the Company or such
Guarantor, then this Indenture, and the obligations of the Company and the
Guarantors pursuant hereto, shall, subject to Sections 8.01(d) and 8.06, cease
to be of further effect.  The Trustee shall acknowledge satisfaction and
discharge of this Indenture on demand of the Company or any Guarantor
accompanied by an Officers Certificate and an Opinion of Counsel (each stating
that all conditions precedent herein provided relating to the satisfaction and
discharge of this Indenture have been complied with) and at the cost and expense
of the Company or any Guarantor. (b)Subject to Sections 8.01(c), 8.02 and 8.06, the
Company or any Guarantor at any time may terminate (i) all its obligations under
this Indenture and the Notes (legal defeasance
option) or (ii) its obligations under Sections 4.07,
4.08, 4.09, 5.01(iii) and 5.02 and theoperation of Sections
6.01(c), 6.01(d), 6.01(e) and 6.01(j) (covenant defeasance
option).  The legal defeasance option may be
exercised notwithstanding any prior exercise of the covenant defeasance
option.  Upon exercise by the Company or any Guarantor of the legal
defeasance option or the covenant defeasance option, each Guarantors
obligations under its Note Guaranty will terminate.  
 Exh. 2.3-49


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If the legal defeasance option is exercised,
payment of the Notes may not be accelerated because of an Event of Default with
respect thereto.  If the covenant defeasance option is exercised, payment
of the Notes may not be accelerated because of an Event of Default specified in
Sections 6.01(c), 6.01(d), 6.01(e) or 6.01(j). Upon satisfaction of the
conditions set forth herein and upon request of the Company or any Guarantor,
the Trustee shall acknowledge in writing the discharge of the obligations of the
Company or any Guarantor hereunder except those specified in Section
8.01(c). (c)Notwithstanding Section 8.01(a) and Section
8.01(b), Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 4.06, 7.06, 7.07, 8.04,
8.05 and 8.06 shall survive until the Notes have been paid in full. 
Thereafter, the obligations of the Company or the applicable Guarantor pursuant
to Sections 7.06, 7.07, 8.04 and 8.05 shall survive.  Furthermore, each
Guarantors obligations to pay fully and punctually all amounts payable by the
Company or any Guarantor to the Trustee under this Indenture shall
survive. Section 8.02.Conditions to
Defeasance.The Company or any Guarantor may exercise the
legal defeasance option or the covenant defeasance option only if: (a)the Company or any Guarantor irrevocably deposits
or causes to be deposited with the Trustee as trust funds in trust, specifically
pledged as security for, and dedicated solely to, the benefit of the Holders
(the defeasance trust) pursuant to an
irrevocable trust and security agreement in form and substance satisfactory to
the Trustee, money or U.S. Government Obligations, or a combination thereof,
sufficient for the payment of principal of and interest on all the Notes to
Maturity or redemption; (b)the Company or any Guarantor delivers to the
Trustee a certificate from an internationally recognized firm of independent
accountants expressing their opinion that the payments of principal of and
interest on the Notes when due and without reinvestment on the deposited U.S.
Government Obligations plus any deposited money without investment and after
payment of all federal, state and local taxes or other charges or assessments in
respect thereof payable by the Trustee shall provide cash at such times and in
such amounts as shall be sufficient to pay principal of and interest on all the
Notes when due at Maturity or on redemption, as the case may be; (c)123 days pass after the deposit is made in
accordance with the terms of Section 8.02(a) and during such 123-day period no
Default or Event of Default specified in Section 6.01(h) occurs which is
continuing at the end of the period;  
 Exh. 2.3-50


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(d)no Default or Event of Default has occurred and
is continuing on the date of such deposit and after giving effect
thereto; (e)the deposit does not constitute a default or
event of default under any other agreement binding on the Company or any
Guarantor; (f)the Company or any Guarantor delivers to the
Trustee an Opinion of Counsel to the effect that the trust resulting from the
deposit does not constitute, or is not qualified as, a regulated investment
company under the U.S. Investment Company Act of 1940, as amended; (g)the Company or any Guarantor delivers to the
Trustee an Opinion of Counsel of recognized standing with respect to Brazilian
tax matters stating that, under Brazilian law, Holders (other than Brazilian
persons) (1) shall not recognize income gain or loss for Brazilian tax purposes
as a result of such deposit and defeasance and shall be subject to Brazilian tax
on the same amounts, in the same manner and at the same times as would have been
the case if such deposit and defeasance had not occurred and (2) payments from
the defeasance trust to any such Holder shall not be subject to withholding or
deduction for or on account of any taxes, duties, assessments or other
governmental charges under Brazilian law; (h)in the case of the legal defeasance option, the
Company or any Guarantor delivers to the Trustee an Opinion of Counsel of
recognized standing with respect to U.S. Federal income tax matters stating that
(1) the Company or such Guarantor has received from, or there has been published
by, the U.S. Internal Revenue Service a ruling, or (2) since the date of this
Indenture there has been a change in the applicable U.S. federal income tax law,
in either case to the effect that, and based thereon such Opinion of Counsel
shall confirm that, the Holders shall not recognize income, gain or loss for
U.S. federal income tax purposes as a result of such deposit and defeasance and
shall be subject to U.S. federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such deposit and
defeasance had not occurred; (i)in the case of the covenant defeasance option,
the Company or any Guarantor delivers to the Trustee an Opinion of Counsel of
recognized standing with respect to U.S. federal income tax matters to the
effect that the Holders shall not recognize income, gain or loss for U.S.
federal income tax purposes as a result of such deposit and defeasance and shall
be subject to U.S. federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such deposit and defeasance
had not occurred; (j)the Company or any Guarantor delivers to the
Trustee an Opinion of Counsel of recognized standing with respect to Cayman
Islands tax matters and Opinions of Counsel of recognized standing with respect
to tax matters of any other jurisdiction in which the Company is conducting
business in a manner which causes the Holders of the Notes to be liable for
taxes on payments under the Notes for which they would not have been so liable
but for such conduct of business in such other jurisdiction, stating that the
Holders will not recognize income, gain or loss in the relevant jurisdiction as
a result of such deposit and the defeasance and will be subject to taxes in the
relevant jurisdiction (including any withholding taxes) on the same amount and
inthe same manner and at the same times as would
otherwise have been the case if such deposit and defeasance had not
occurred;  
 Exh. 2.3-51


---



(k)the Company or any Guarantor delivers to the
Trustee an Opinion of Counsel, in form and substance reasonably satisfactory to
Trustee, to the effect that, after the passage of 123 days following the
deposit, the trust funds shall not be subject to any applicable bankruptcy,
insolvency, reorganization or similar law affecting creditors rights generally;
and (l)the Company or any Guarantor delivers to the
Trustee an Officers Certificate and an Opinion of Counsel, each stating that
all conditions precedent to the defeasance and discharge of the Notes as
contemplated by this Article 8 have been complied with. Before or after a
deposit, the Company or any Guarantor may make arrangements satisfactory to the
Trustee for the redemption of Notes at a future date in accordance with Article
3. Section 8.03.Application of
Trust Money.The Trustee shall hold in trust money or U.S.
Government Obligations deposited with it pursuant to Section 8.02.  It
shall apply the deposited money and the money from U.S. Government Obligations
through the Principal Paying Agent or Paying Agents and in accordance with this
Indenture to the payment of principal of and interest on the Notes. Section 8.04.Repayment to
Company.Upon termination of the trust established
pursuant to Section 8.02, the Trustee and each Paying Agent shall promptly pay
to the Company upon request, any excess cash or U.S. Government Obligations held
by them. The Trustee and each
Paying Agent shall pay to the Company, upon request, any money held by them for
the payment of principal of or interest on the Notes that remains unclaimed for
two years after the due date for such payment of principal or interest, and,
thereafter, the Trustee and each Paying Agent, as the case may be, shall not be
liable for payment of such amounts hereunder and the Holders shall be entitled
to such recovery of such amounts only from the Company. Section 8.05.Indemnity for U.S.
Governmental Obligations.The Company shall pay and
shall indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against deposited U.S. Government Obligations or the principal and
interest received on such U.S. Government Obligations. Section 8.06.Reinstatement.If the Trustee or any Paying Agent is unable to
apply any money or U.S. Government Obligations in accordance with this Article 8
by reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the obligations of the Company and the Guarantors under this
Indenture, the Notes and the Note Guarantees shall be revived and reinstated as
though no deposit had occurred pursuant to this Article 8 until such time as the
Trustee or such Paying Agent is permitted to apply all such money or U.S.
Government Obligations in accordance with this Article 8;provided,however, that, if the Company or
anyGuarantor has made any payment of principal of or
interest on any Notes because of the reinstatement of its obligations, the
Company and the Guarantors shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money or U.S. Government Obligations
held by the Trustee or such Paying Agent.  
 Exh. 2.3-52


---



Article 9Amendments Section 9.01.Without Consent of
Holders.The Company and the Guarantors, when authorized
by a Board Resolution, and the Trustee may amend or supplement this Indenture or
the Notes, without notice to or consent or vote of any Holder for the following
purposes: (i)to cure any ambiguity, omission, defect or
inconsistency; (ii)to add guarantees or collateral with respect to
the Notes; (iii)to comply with Section 5.01; (iv)to provide for any guarantee of the Notes, to
secure the Notes or to confirm and evidence the release, termination or
discharge of any guarantee of the Notes when such release, termination or
discharge is permitted by this Indenture; (v)to add to the covenants of the Company or the
Guarantors for the benefit of the Holders; (vi)to surrender any right herein conferred upon the
Company or the Guarantors; (vii)to evidence and provide for the acceptance of an
appointment by a successor Trustee; (viii)to provide for the issuance of Additional
Notes; (ix)to make any other change that does not materially
and adversely affect the rights of any Holder or to conform this Indenture to
the section Description of Notes in the Offering Memorandum; or (x)to comply with any applicable requirements of the
SEC, including in connection with a required qualification of the Indenture
under the Trust Indenture Act providedthat, in the
case of clause (i) or (ii) above, the Company has delivered to the Trustee an
Opinion of Counsel and an Officers Certificate, each stating that such
amendment or supplement complies with the provisions of this Section
9.01. Upon the written request
of the Company, accompanied by a Board Resolution authorizing the execution of
any supplemental indenture, and upon receipt by the Trustee of thedocuments
described in Section 9.05, the Trustee shall join with the Company and the
Guarantors in the execution of any supplemental indenture authorized or
permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations which may be therein contained, but the Trustee
shall not be obligated to enter into any such supplemental indenture which
affects its own rights, duties or immunities under this Indenture or
otherwise.  
 Exh. 2.3-53


---



Each Guarantor
must consent to any amendment or supplement hereunder. Section 9.02.With Consent of
Holders.Except as specified in Section 9.01, the Company,
when authorized by a Board Resolution, the Guarantors and the Trustee, together,
may amend or supplement this Indenture or the Notes with the written consent of
the Holders of at least a majority in principal amount of the Outstanding Notes
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or modifying in any manner
the rights of the Holders under this Indenture, and the Holders of at least a
majority in principal amount of the Outstanding Notes may, except as set forth
below, waive any past Default or compliance with any provision of this
Indenture;provided,however, that, without the
consent of each Holder affected, an amendment or waiver may not: (i)reduce the principal amount of or change the
Stated Maturity of any payment on any Note; (ii)reduce the rate of any interest on any
Note; (iii)reduce the amount payable upon the redemption of
any Note or change the time at which any Note may be redeemed; (iv)change the currency for payment of principal of,
or interest or any Additional Amounts on, any Note; (v)impair the right to institute suit for the
enforcement of any right to payment on or with respect to any Note; (vi)waive a Default or Event of Default in payment of
principal of and interest on the Notes; (vii)reduce the principal amount of Notes whose
Holders must consent to any amendment, supplement or waiver; (viii)make any change in this first paragraph of this
Section 9.02; (ix)modify or change any provision of the Indenture
affecting the ranking of the Notes or any Note Guaranty in a manner adverse to
the Holders of the Notes; or (x)make any change in any Note Guaranty that would
adversely affect the Holders of the Notes.  
 Exh. 2.3-54


---



providedthat the
provisions of the covenants described in Section 4.09 may, except as provided
above, be amended or waived with the consent of Holders holding not less than 66
2/3% in aggregate principal amount of the Notes. Upon the written request
of the Company, accompanied by a Board Resolution authorizing the execution of
any such supplemental indenture, and upon the filing with the Trustee of
evidence of the consent of the Holders as aforesaid, and upon receipt by the
Trustee of the documents described in Section 9.05 hereof, the Trustee shall
join with the Company and the Guarantors in the execution of such supplemental
indenture but the Trustee shall not be obligated to enter into any such
supplemental indenture which affects its own rights, duties or immunities under
this Indenture or otherwise. The Company shall mail to
Holders prior written notice of any amendment or waiver proposed to be adopted
under this Section 9.02. It shall not be necessary
for the consent of the Holders under this Section 9.02 to approve the particular
form of any proposed amendment or waiver, but it shall be sufficient if such
consent approves the substance thereof. After an amendment or
waiver under this Section 9.02 becomes effective, the Company shall mail to
Holders a notice briefly describing such amendment or waiver.  The failure
to give such notice to all Holders, or any defect therein, shall not impair or
affect the validity of an amendment or waiver under this Section
9.02. Each Guarantor must
consent to the amendment, supplement or waiver under this Section
9.02. Section 9.03.Revocation and
Effect of Consents and Waivers.(a) A consent to an
amendment or a waiver by a Holder of Notes shall bind the Holder and every
subsequent Holder of that Note or portion of the Note that evidences the same
debt as the consenting Holders Note, even if notation of the consent or waiver
is not made on the Note.  However, any such Holder or subsequent Holder may
revoke the consent or waiver as to such Holders Note or portion of the Note if
the Trustee receives the written notice of revocation at least one Business Day
prior to the date the amendment or waiver becomes effective.  After it
becomes effective, an amendment or waiver shall bind every Holder. (b)The Company may, but shall not be obligated to,
fix a record date for the purpose of determining the Holders entitled to give
their consent or take any other action described above.  If a record date
is fixed, then notwithstanding Section 9.03(a) those Persons who were Holders at
such record date (or their duly designated proxies), and only those Persons,
shall be entitled to give such consent or to revoke any consent previously given
or to take any such action, whether or not such Persons continue to be Holders
after such record date.  No such consent shall be valid or effective for
more than 120 days after such record date. Section 9.04.Notation on or
Exchange of Notes.If an amendment changes the terms of a Note, the
Company may require the Holder to deliver the Note to the Trustee.  If so
instructedby the Company, the Trustee may place an
appropriate notation on the Note regarding the changed terms and return it to
the Holder.  Alternatively, if the Company so determines, the Company in
exchange for the Note shall issue and the Trustee shall authenticate a new Note
that reflects the changed terms.  Failure to make the appropriate notation
or to issue a new Note shall not affect the validity of such
amendment.  
 Exh. 2.3-55


---



Section 9.05.Trustee to Sign
Amendments.The Trustee shall sign any amendment authorized
pursuant to this Article 9 if the amendment, waiver or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
In signing such amendment, waiver or supplement, in addition to the documents
required by Section 11.03, the Trustee shall be entitled to receive indemnity
satisfactory to the Trustee and to receive, and, subject to Section 7.01, shall
be fully protected in relying upon, an Officers Certificate and an Opinion of
Counsel each stating and as conclusive evidence that such amendment, waiver or
supplemental indenture is authorized or permitted by this Indenture, that it is
not inconsistent herewith, and that it shall be valid and binding upon the
Company in accordance with its terms. Section 9.06.Payment for
Consent.Neither the Company nor any of its Affiliates
shall, directly or indirectly, pay or cause to be paid any consideration,
whether by way of interest, fee or otherwise, to any Holder for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of this Indenture or the Notes unless such consideration is offered to be paid
or agreed to be paid to all Holders which so consent, waive or agree to amend in
the time frame set forth in solicitation documents relating to such consent,
waiver or agreement. Article 10Guarantee Section 10.01.  The Note
Guaranty.Subject to the provisions of this Article, each
Guarantor hereby irrevocably and unconditionally guarantees, jointly and
severally, on an unsecured basis, the full and punctual payment (whether at
Stated Maturity, upon redemption, acceleration, or otherwise) of the principal
of, premium, if any, and interest on, and all other amounts payable under, each
Note, and the full and punctual payment of all other amounts payable by the
Company under the Indenture.Upon failure by the
Company to pay punctually any such amount, each Guarantor shall forthwith on
demand pay the amount not so paid at the place and in the manner specified in
this Indenture.  Each of the Guarantors hereby waives any rights to which
it might otherwise have a claim pursuant to Articles 827 et seq. of the
Brazilian Civil Code. Section 10.02.  Guaranty
Unconditional.The obligations of each Guarantor hereunder are
unconditional and absolute and, without limiting the generality of the
foregoing, will not be released, discharged or otherwise affected by: (i)any extension, renewal, settlement, compromise,
waiver or release in respect of any obligation of the Company under this
Indenture or any Note, by operation of law or otherwise;  
 Exh. 2.3-56


---



(ii)any modification or amendment of or supplement to
this Indenture or any Note; (iii)any change in the corporate existence, structure
or ownership of the Company, or any insolvency, bankruptcy, reorganization or
other similar proceeding affecting the Company or its assets or any resulting
release or discharge of any obligation of the Company contained in this
Indenture or any Note; (iv)the existence of any claim, set‐off or other
rights which the Guarantor may have at any time against the Company, the Trustee
or any other Person, whether in connection with the Indenture or any unrelated
transactions;providedthat nothing herein
prevents the assertion of any such claim by separate suit or compulsory
counterclaim; (v)any invalidity or unenforceability relating to or
against the Company for any reason of this Indenture or any Note, or any
provision of applicable law or regulation purporting to prohibit the payment by
the Company of the principal of or interest on any Note or any other amount
payable by the Company under the Indenture; or (vi)any other act or omission to act or delay of any
kind by the Company, the Trustee or any other Person or any other circumstance
whatsoever which might, but for the provisions of this paragraph, constitute a
legal or equitable discharge of or defense to such Guarantors obligations
hereunder. Section 10.03.  Discharge;
Reinstatement.Each Guarantors obligations hereunder will
remain in full force and effect until the principal of, premium, if any, and
interest on the Notes and all other amounts payable by the Company under the
Indenture have been paid in full.  If at any time any payment of the
principal of, premium, if any, or interest on any Note or any other amount
payable by the Company under this Indenture is rescinded or must be otherwise
restored or returned upon the insolvency, bankruptcy or reorganization of the
Company or otherwise, each Guarantors obligations hereunder with respect to
such payment will be reinstated as though such payment had been due but not made
at such time. Section 10.04.  Waiver by the
Guarantors.Each Guarantor irrevocably waives acceptance
hereof, presentment, demand, protest and any notice not provided for herein, as
well as any requirement that at any time any action be taken by any Person
against the Company or any other Person. Section 10.05.  Subrogation and
Contribution.Upon making any payment with respect to any
obligation of the Company under this Article, the Guarantor making such payment
will be subrogated to the rights of the payee against the Company with respect
to such obligation;providedthat the Guarantor may
not enforce either any right of subrogation, or any right to receive payment in
the nature of contribution, or otherwise, from any other Guarantor, with respect
to such payment so long as any amount payable by the Company hereunder or under
the Notes remains unpaid.  
 Exh. 2.3-57


---



Section 10.06.  Stay of
Acceleration.If acceleration of the time for payment of any
amount payable by the Company under this Indenture or the Notes is stayed upon
the insolvency, bankruptcy or reorganization of the Company, all such amounts
otherwise subject to acceleration under the terms of this Indenture are
nonetheless payable by the Guarantors hereunder forthwith on demand by the
Trustee or the Holders. Section 10.07.  Limitation on
Amount of Guaranty.Notwithstanding anything to the contrary in this
Article, each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Note Guaranty of
such Guarantor not constitute a fraudulent  conveyance under applicable
fraudulent conveyance provisions of the laws of the Cayman Islands, Brazil, the
United States Bankruptcy Code or any comparable provision of state law.  To
effectuate that intention, the Trustee, the Holders and the Guarantors hereby
irrevocably agree that the obligations of each Guarantor under its Note Guaranty
are limited to the maximum amount that would not render the Guarantors
obligations subject to avoidance under applicable fraudulent conveyance
provisions of the laws of the Cayman Islands, Brazil, the United States
Bankruptcy Code or any comparable provision of state law. Section 10.08.  Execution and
Delivery of Guaranty.The execution by each Guarantor of this Indenture
(or a supplemental indenture in the form of Exhibit B) evidences the Note
Guaranty of such Guarantor, whether or not the person signing as an officer of
the Guarantor still holds that office at the time of authentication of any
Note.  The delivery of any Note by the Trustee after authentication
constitutes due delivery of the Note Guaranty set forth in this Indenture on
behalf of each Guarantor. Section 10.09.  Release of
Guaranty.  The Note Guaranty of a Guarantor will
terminate upon: (i)a
sale or other disposition (including by way of consolidation or merger) of the
Guarantor or the sale or disposition of all or substantially all the assets of
the Guarantor (in each case other than to the Company or a Subsidiary) otherwise
permitted by this Indenture; (ii)if the Note Guaranty was required pursuant to the
terms of this Indenture, the cessation of the circumstances requiring the Note
Guaranty; or (iii)defeasance or discharge of the Notes, as provided
in Article 8. Upon delivery by the
Company to the Trustee of an Officers Certificate and an Opinion of Counsel to
the foregoing effect, the Trustee will execute any documents reasonably
requested by the Company in writing in order to evidence the release of the
Guarantor from its obligations under its Note Guaranty.   
 Exh. 2.3-58


---



Article
11Miscellaneous Section 11.01.Provisions of
Indenture and Notes for the Sole Benefit of Parties and Holders of Notes.Nothing in this Indenture or the Notes, expressed
or implied, shall give to any Person other than the parties hereto and their
successors hereunder and the Holders of the Notes any benefit or any legal or
equitable right, remedy or claim under this Indenture or the Notes. Section 11.02.Notices.Any request, demand, authorization, direction,
notice, consent, waiver or other communication or document provided or permitted
by this Indenture to be made upon, given, provided or furnished to, or filed
with, any party to this Indenture shall, except as otherwise expressly provided
herein, be in writing and shall be deemed to have been received only upon actual
receipt thereof by prepaid first class mail, courier, telecopier or electronic
transmission, addressed to the relevant party as follows: To the Company and the
Guarantors: Av. Jurandir, 856, Lote 404072 000São
Paulo, SPBrasilAttention: Legal DepartmentFacsimile:
55-11-5582-8813 With a copy to:Clifford Chance US LLP31
West 52nd StreetNew York, NY 10019USAAttention: Jon
ZonisFacsimile: 1-212-878-3250 To the Trustee,
Registrar, Transfer Agent or Principal Paying Agent: The Bank of New York MellonCorporate Trust
Administration- Global Finance Unit101 Barclay Street, Floor 4 EastNew
York, New York  10286USATelephone: (212) 815-5346Facsimile:
(212) 815-5802/3 With a Copy to the
Transfer Agent in Luxembourg: The Bank of New York Mellon (Luxembourg)
S.A.Aerogolf Center  
 Exh. 2.3-59


---



1A
HoehenhofL-1736 SenningerbergLuxembourg Notices or communications
to a Guarantor will be deemed given if given to the Company. Any party by written
notice to the other parties may designate additional or different addresses for
subsequent notices or communications. Where this Indenture
provides for the giving of notice to Holders, such notice shall be deemed to
have been given upon (i) the mailing of first class mail, postage prepaid, of
such notice to Holders of the Notes at their registered addresses as recorded in
the Register; and (ii) for so long as the Notes are listed on the Euro MTF
market of the Luxembourg Stock Exchange, and it is required by the rules of the
Luxembourg Stock Exchange, publication of such notice to the Holders of the
Notes in English in a leading newspaper having general circulation in Luxembourg
or, if such publication is not practicable, in one other leading English
language daily newspaper with general circulation in Europe, such newspaper
being published on each Business Day in morning editions, whether or not it
shall be published in Saturday, Sunday or holiday editions. The Company shall also
cause all other such publications of such notices as may be required from time
to time by applicable Brazilian law, including, without limitation, those
required under the applicable regulations issued by the CVM. Failure to mail a notice
or communication to a Holder or any defect in it shall not affect its
sufficiency with respect to other Holders.  If a notice or communication is
mailed to a Holder in the manner provided above, it is duly given, whether or
not the addressee receives it. Section 11.03.Officers
Certificate and Opinion of Counsel as to Conditions Precedent.Upon any request or application by the Company to
the Trustee to take or refrain from taking any action under this Indenture, the
Company shall furnish to the Trustee: (i)an Officers Certificate in form and substance
reasonably satisfactory to the Trustee (which shall include the statements set
forth in Section 11.04) stating that, in the opinion of the signers, all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with; and (ii)an Opinion of Counsel in form and substance
reasonably satisfactory to the Trustee (which shall include the statements set
forth in Section 11.04) stating that, in the opinion of such counsel, all such
conditions precedent have been complied with. Section 11.04.Statements
Required in Officers Certificate or Opinion of Counsel.Each
certificate or opinion with respect to compliance with a covenant or condition
provided for in this Indenture shall include substantially:  
 Exh. 2.3-60


---



(i)a
statement that each Person making or rendering such Officers Certificate or
Opinion of Counsel has read such covenant or condition and the related
definitions; (ii)a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such Officers Certificate or
Opinion of Counsel are based; (iii)a
statement that, in the opinion of each such Person, he has made such examination
or investigation as is necessary to enable him to express an informed opinion as
to whether or not such covenant or condition has been complied with;
and (iv)a
statement as to whether or not, in the opinion of each such Person, such
covenant or condition has been complied with. Section 11.05.Rules by Trustee,
Registrar, Paying Agent and Transfer Agents.The Trustee may make
reasonable rules for action by or a meeting of Holders.  The Registrar, the
Paying Agents and the Transfer Agents may make reasonable rules for their
functions. Section 11.06.  Currency
Indemnity.U.S. Dollars are the sole currency of account and
payment for all sums payable by the Company or the Guarantors under or in
connection with the Notes and the Note Guarantees, including damages.  Any
amount received or recovered in a currency other than U.S. Dollars (whether as a
result of, or of the enforcement of, a judgment or order of a court of any
jurisdiction, in the winding-up or dissolution of the Company or otherwise) by
any Holder of a Note in respect of any sum expressed to be due to it from the
Company or any Guarantor shall only constitute a discharge to the Company or the
Guarantors, as the case may be, to the extent of the U.S. Dollar amount that the
recipient is able to purchase with the amount so received or recovered in that
other currency on the date of that receipt or recovery (or, if it is not
practicable to make that purchase on that date, on the first date on which it is
practicable to do so).  If that U.S. Dollar amount is less than the U.S.
Dollar amount expressed to be due to the recipient under any Note, the Company
and the Guarantors shall indemnify such Holder against any loss sustained by it
as a result, and if the amount of U.S. Dollars so purchased is greater than the
sum originally due to such Holder, such Holder shall, by accepting a Note, be
deemed to have agreed to repay such excess.  In any event, the Company and
the Guarantors shall indemnify the recipient against the cost of making any such
purchase. For the purposes of this
Section 11.06, it shall be sufficient for the Holder of a Note to certify in a
satisfactory manner (indicating the sources of information used) that it would
have suffered a loss had an actual purchase of U.S. Dollars been made with the
amount so received in that other currency on the date of receipt or recovery
(or, if a purchase of U.S. Dollars on such date had not been practicable, on the
first date on which it would have been practicable, it being required that the
need for a change of date be certified in the manner mentioned above). 
These indemnities constitute a separate and independent obligation from the
other obligations of the Company and the Guarantors, shall give rise to a
separate and independent cause of action, shall apply irrespective of any
indulgence granted by any Holder of a Note and shall continue in fullforce and effect despite any other judgment,
order, claim or proof for a liquidated amount in respect of any sum due under
any Note.  
 Exh. 2.3-61


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Section 11.07.No Recourse
Against Others.No director, officer, employee or shareholder, as
such, of the Company, the Guarantors or the Trustee shall have any liability for
any obligations of the Company, the Guarantors or the Trustee, respectively,
under this Indenture or the Notes or for any claim based on, in respect of or by
reason of such obligations or their creation.  By accepting a Note, each
Holder shall waive and release all such liability.  The waiver and release
shall be part of the consideration for the issue of the Notes. Section 11.08.Legal
Holidays.In any case where any Interest Payment Date or
Redemption Date or date of Maturity of any Note shall not be a Business Day,
then (notwithstanding any other provision of this Indenture or of the Notes)
payment of interest or principal need not be made on such date, but may be made
on the next succeeding Business Day with the same force and effect as if made on
the Interest Payment Date or Redemption Date or date of Maturity;providedthat no interest shall
accrue for the period from and after such Interest Payment Date or Redemption
Date or date of Maturity, as the case may be on account of such
delay. Section 11.09.Governing
Law.THE INTERNAL LAW OF THE STATE OF NEW YORK WILL
GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTES
GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO
THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.Each of parties hereto hereby irrevocably waives,
to the fullest extent permitted by applicable law, any and all right to trial by
jury in any legal proceeding arising out of or relating to this indenture, the
notes or the transactions contemplated hereby. Section 11.10.Consent to
Jurisdiction; Waiver of Immunities.(a) Each of the parties
hereto hereby irrevocably submits to the non-exclusive jurisdiction of any New
York state or U.S. federal court sitting in the Borough of Manhattan in The City
of New York with respect to actions brought against it as a defendant in respect
of any suit, action or proceeding or arbitral award arising out of or relating
to this Indenture or the Notes or any transaction contemplated hereby or thereby
(a Proceeding), and irrevocably
accepts for itself and in respect of its property, generally and
unconditionally, the jurisdiction of the aforesaid courts.  Each of the
parties hereto irrevocably waives, to the fullest extent it may do so under
applicable law, trial by jury and any objection which it may now or hereafter
have to the laying of the venue of any such Proceeding brought in any such court
and any claim that any such Proceeding brought in any such court has been
brought in an inconvenient forum.  Each of the Company and the Guarantors
irrevocably appoints National Corporate Research Limited (the Process
Agent), with an office at 225 West 34th
Street, Suite 910, New York, NY 10122, USA, as its authorized agent to receive
on behalf of it and its property service of copies of the summons and complaint
and any other process which may be served in any Proceeding.  If for any
reason such Person shall cease to be such agent for service of process, each of
the Company and the Guarantors shall forthwith appoint a new agent of recognized
standing for service of process in the State of New York anddeliver to the
Trustee a copy of the new agents acceptance of that appointment within 30
days.  Nothing herein shall affect the right of the Trustee, any Agent or
any Holder to serve process in any other manner permitted by law or to commence
legal proceedings or otherwise proceed against the Company and the Guarantors in
any other court of competent jurisdiction.   
 Exh. 2.3-62


---



(b)Each of the Company and the Guarantors hereby
irrevocably appoints the Process Agent as its agent to receive, on behalf of
itself and its property, service of copies of the summons and complaint and any
other process which may be served in any such suit, action or proceeding brought
in such New York state or U.S. federal court sitting in the Borough of Manhattan
in The City of New York.  Such service shall be made by delivering by hand
a copy of such process to the Company or any Guarantor, as the case may be, in
care of the Process Agent at the address specified above.  Each of the
Company and the Guarantors hereby irrevocably authorizes and directs the Process
Agent to accept such service on its behalf.  Failure of the Process Agent
to give notice to the Company or any Guarantor, as the case may be, or failure
of the Company or any Guarantor, as the case may be, to receive notice of such
service of process shall not affect in any way the validity of such service on
the Process Agent, the Company or the Guarantors.  As an alternative method
of service, each of the Company and the Guarantors also irrevocably consents to
the service of any and all process in any such Proceeding by the delivery by
hand of copies of such process to the Company or Guarantor, as the case may be,
at its address specified in Section 11.02 or at any other address previously
furnished in writing by the Company or the Guarantors to the Trustee. Each of
the Company and the Guarantors covenants and agrees that it shall take any and
all reasonable action, including the execution and filing of any and all
documents, that may be necessary to continue the designation of the Process
Agent above in full force and effect during the term of the Notes, and to cause
the Process Agent to continue to act as such. (c)Nothing in this Section 11.10 shall affect the
right of any party, including the Trustee, any Agent or any Holder, to serve
legal process in any other manner permitted by law or affect the right of any
party to bring any action or proceeding against any other party or its property
in the courts of other competent jurisdictions. (d)Each of the Company and the Guarantors
irrevocably agrees that, in any proceedings anywhere (whether for an injunction,
specific performance or otherwise), no immunity (to the extent that it may at
any time exist, whether on the grounds of sovereignty or otherwise) from such
proceedings, from attachment (whether in aid of execution, before judgment or
otherwise) of its assets or from execution of judgment shall be claimed by it or
on its behalf or with respect to its assets, except to the extent required by
applicable law, any such immunity being irrevocably waived, to the fullest
extent permitted by applicable law.  Each of the Company and the Guarantors
irrevocably agrees that, where permitted by applicable law, it and its assets
are, and shall be, subject to such proceedings, attachment or execution in
respect of its obligations under this Indenture or the Notes. Section 11.11.Successors and
Assigns.All covenants and agreements of the Company and
the Guarantors in this Indenture, the Notes and the Note Guarantees shall bind
their respective successors and assigns, whether so expressed or not.  All
agreements of the Trustee in this Indenture shall bind its
successors.  
 Exh. 2.3-63


---



Section 11.12.Multiple
Originals.The parties may sign any number of copies of this
Indenture.  Each signed copy shall be an original, but all of them together
represent the same agreement.  One signed copy is enough to prove this
Indenture. Section 11.13.Severability
Clause.In case any provision in this Indenture or in the
Notes shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.  To the extent permitted by applicable law, the parties
hereby waive any provision of law which renders any term or provision hereof
invalid or unenforceable in any respect. Section 11.14.  Force
Majeure.In no event shall the Trustee be responsible or
liable for any failure or delay in the performance of its obligations hereunder
arising out of or caused by, directly or indirectly, forces beyond its control,
including, without limitation, strikes, work stoppages, accidents, acts of war
or terrorism, civil or military disturbances, nuclear or natural catastrophes or
acts of God, and interruptions, loss or malfunctions of utilities,
communications or computer (software and hardware) services; it being understood
that the Trustee shall use reasonable efforts which are consistent with accepted
practices in the banking industry to resume performance as soon as practicable
under the circumstances. Section 11.15.  Trust Indenture
Act Of 1939.This Indenture shall incorporate and be governed
by the provisions of the Trust Indenture Act that are required to be part of and
to govern indentures qualified under the Trust Indenture Act. Section 11.16.  The
parties hereto acknowledge that, in accordance with Section 326 of the USA
Patriot Act (Title III of Pub. L. 10756 (signed into law October 26, 2001)) (as
amended, modified or supplemented from time to time, the USA Patriot Act), the
Trustee, like all financial institutions, is required to obtain, verify and
record information that identifies each person or legal entity that opens an
account.  The parties to this Agreement agree that they will provide the
Trustee with such information as the Trustee may request in order for the
Trustee to satisfy the requirements of the USA Patriot Act.  
 Exh. 2.3-64


---



IN WITNESS WHEREOF, the
parties hereto have caused the Indenture to be duly executed as of the date
first written above. TAM CAPITAL 2 INC.,as the
      CompanyBy:Name:Title:
  By:Name:Title:
  TAM S.A.,as GuarantorBy:Name:Title:
  By:Name:Title:
  TAM LINHAS AÉREAS S.A.,as
      GuarantorBy:Name:Title:
  By:Name:Title:
    
 Exh. 2.3-65


---



Witnesses: By:_________________________________
Name: By:_________________________________
Name:  
 Exh. 2.3-66


---



THE BANK OF NEW
      YORK MELLON,as Trustee, Registrar, Transfer Agent and Principal Paying
      AgentBy:Name:Title:
  THE BANK OF NEW
      YORK MELLON (Luxembourg) S.A.,as Luxembourg Transfer
    AgentBy:Name:Title:
    
 Exh. 2.3-67


---



STATE OF NEW YORK                   )
                                                            ) ss:
COUNTY OF NEW YORK              ) On theday of, 2009, before me personally came                        , to me known, who, being by me duly sworn, did depose and say that                                          is a                                          of The Bank of New York Mellon, one of the corporations described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and that he signed his name thereto by like authority. [Notarial Seal] ________________________________________
Notary Public
COMMISSION EXPIRES   
 Exh. 2.3-68


---



STATE OF NEW YORK                   )
                                                            ) ss:
COUNTY OF NEW YORK              ) On theday of, 2009, before me personally came                        , to me known, who, being by me duly sworn, did depose and say that                                          is a                                          of The Bank of New York Mellon (Luxembourg) S.A., one of the corporations described in and which executed the foregoing instrument; that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and that he signed his name thereto by like authority. [Notarial Seal] ________________________________________
Notary Public
COMMISSION EXPIRES   Exh. 2.3-69


---



EXHIBIT A FORM OF NOTE [FACE OF NOTE] UNLESS THIS GLOBAL NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK LIMITED PURPOSE TRUST COMPANY (DTC), TO THE COMPANY NAMED HEREIN (THE COMPANY) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED 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 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. TRANSFERS OF THIS GLOBAL NOTE IN WHOLE SHALL BE LIMITED TO TRANSFERS TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY AND TRANSFERS OF THIS GLOBAL NOTE IN PART SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE AND REFERRED TO ON THE REVERSE HEREOF. [Include if Note is a Restricted Global Note, or a Note issued in exchange therefor, as required under this Indenture:THIS NOTE (AND RELATED NOTE GUARANTEES) HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), AND MAY not BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED except in accordance with the following sentence.  by its acquisition hereof or of a beneficial interest herein, the acquirer(1) REPRESENTS THAT (A) IT AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A QUALIFIED INSTITUTIONAL BUYER (WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT OR (B) IT IS NOT A U.S. PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT), AND (2) AGREES FOR THE BENEFIT OF THE COMPANY THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE OR ANY BENEFICIAL INTEREST HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT, (C) TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (D) IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE  1
  Exh. 2.3-70




SECURITIES ACT, OR (E) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(E) ABOVE, THE COMPANY RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE FOREGOING LEGEND MAY BE REMOVED FROM THIS NOTE ON SATISFACTION OF THE CONDITIONS SPECIFIED IN THE INDENTURE REFERRED TO HEREIN. ] [Include if Note is Regulation S Global Note, or a Note issued in exchange therefor, in accordance with this Indenture:THIS NOTE (AND RELATED NOTE GUARANTEES) HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR ANY OTHER SECURITIES LAWS.  THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE FOREGOING LEGEND MAY BE REMOVED FROM THIS NOTE AFTER 40 DAYS BEGINNING ON AND INCLUDING THE LATER OF (A) THE DATE ON WHICH THE NOTES ARE OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) AND (B) THE ORIGINAL ISSUE DATE OF THIS NOTE.]  2
  Exh. 2.3-71


---



TAM CAPITAL 2 INC. U.S.$300,000,000 9.50% Senior Guaranteed Notes Due 2020 [RESTRICTED GLOBAL NOTE]
[REGULATION S GLOBAL NOTE]
[CERTIFICATED NOTE]
Representing U.S.$__________
9.50% Senior Guaranteed Notes Due 2020 No. [R-1] [S-1] CUSIP No. [144A:87217A AA1] [Reg S:G86665 AA7]                                   Principal Amount
ISIN No.   [144A:US87217AAA16] [Reg S:USG86665AA70]                       U.S.$__________
Common Code [144A: 046296907] [Reg S: 046282744] TAM CAPITAL 2 INC., an exempted company incorporated with limited liability in the Cayman Islands (the Company, which term includes any successor corporation under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay to Cede & Co., or registered assigns, U.S.$_______, upon presentment and surrender of this Note on January 29, 2020 or on such date or dates as the then relevant principal sum may become payable in accordance with the provisions hereof and in the Indenture. Interest on the outstanding principal amount shall be borne at the rate of 9.50% per annum payable semi-annually in arrears on each January 29 and July 29 (each such date an Interest Payment Date), commencing on January 29, 2009, all subject to and in accordance with the terms and conditions set forth herein and in the Indenture;provided,however, that in the event that the Company shall at any time default on the payment of interest or such other amounts as any may be payable in respect of the Notes, the Company shall pay interest on overdue principal or installments of interest, to the extent lawful, at the rate borne by the Notes plus 1% per annum. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.  3
  Exh. 2.3-72


---



Unless the certificate of authentication herein has been executed by the Trustee or Authenticating Agent by the manual signature of one of its authorized signatories, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. IN WITNESS WHEREOF, the Company has caused this Note to be duly executed. Dated: October 29, 2009 TAM CAPITAL 2 INC.By:Name:Title:
  By:Name:Title:
  Witnesses: By:_________________________________ 
Name: By:_________________________________ 
Name:  4
  Exh. 2.3-73


---



TRUSTEES CERTIFICATE OF AUTHENTICATION This is one of the Notes referred to in the within mentioned Indenture. THE BANK OF NEW YORK MELLON,
as TrusteeBy:Name:Title:    Authorized Signatory
   5  Exh. 2.3-74


---



[FORM OF REVERSE SIDE OF NOTE] 9.50% Senior Guaranteed Notes Due 2020 TERMS AND CONDITIONS OF THE NOTES This Note is one of a duly authorized issue of 9.50% Senior Guaranteed Notes Due 2020 of the Company.  The Notes constitute unsecured unsubordinated obligations of the Company, initially in an aggregate principal amount of U.S.$300,000,000. 1.Indenture. The Notes are, and shall be, issued under an Indenture, dated as of October 29, 2009 (the Indenture), among the Company, the Guarantors party thereto, The Bank of New York Mellon, as trustee (the Trustee), Registrar, Transfer Agent and Principal Paying agent (the Principal Paying Agent) (collectively, the Agents and each individually an Agent) and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Transfer Agent. The terms of the Notes include those stated in the Indenture. The Holders of the Notes shall be entitled to the benefit of, be bound by and be deemed to have notice of, all provisions of the Indenture. Reference is hereby made to the Indenture and all supplemental indentures thereto for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee, each Agent and the Holders of the Notes and the terms upon which the Notes, are, and are to be, authenticated and delivered. All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture. Copies of the Indenture and each Global Note shall be available for inspection at the offices of the Trustee and each Paying Agent. The Company may from time to time, without the consent of the Holders of the Notes, create and issue Additional Notes having the same terms and conditions as the Notes in all respects, except for issue date, issue price and the first payment of interest thereon.  Additional Notes issued in this manner shall be consolidated with and shall form a single series with the previously outstanding Notes.  Unless the context otherwise requires, for all purposes of the Indenture and this Note, references to the Notes include any Additional Notes actually issued. The Indenture imposes certain limitations on the creation of Liens by the Company or its Subsidiaries, and consolidation, merger and certain other transactions involving the Company.  In addition, the Indenture requires the maintenance of insurance for the Company and its Subsidiaries, the maintenance of the existence of the Company and its Subsidiaries, the payment of certain taxes and claims and reporting requirements applicable to the Company. The Note is one of the [Initial]
[1][Additional]
[2]Notes referred to in the Indenture. The Notes include the Notes issued on the Issue Date and any Additional Notes issued in accordancewith Section 2.14 of the Indenture. The Notes, any Additional Notes are treated as a single class of securities under the Indenture.  6
  Exh. 2.3-75


---



2.Principal. The Company promises to pay the principal of this Note on January 29, 2020. 3.Interest. The Notes bear interest at the rate per annum shown above from October 29, 2009, or from the most recent Interest Payment Date (as defined below) to which interest has been paid or provided for, payable semi-annually in arrears on January 29 and July 29 of each year (each such date, an Interest Payment Date), commencing on January 29, 2010. Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months. The Company shall pay interest on overdue principal or installments of interest, to the extent lawful, at the rate borne by the Notes plus 1% per annum. 4.Method of Payment. Payments of interest in respect of each Note shall be made on each Interest Payment Date by the Paying Agents to the Persons shown on the Register at the close of business on the January 14 and July 14, as the case may be (each, a Record Date), immediately preceding such Interest Payment Date. Payments in respect of each Note shall be made by U.S. Dollar check drawn on a bank in The City of New York and may be mailed to the Holder of such Note at its address appearing in the Register. Upon written application by the Holder to the specified office of any Paying Agent not less than 15 days before the due date for any payment in respect of a Note, such payment may be made by wire transfer to a U.S. Dollar account maintained by the payee with a bank in The City of New York.  Payment of principal in respect of each Note shall be made on any Payment Date for such principal to the Person shown on the Register at the close of business on the fifteenth day immediately preceding such Payment Date. All payments on this Note are subject in all cases to any applicable tax or other laws and regulations, but without prejudice to the provisions of Paragraph 6 hereof. Except as provided in Section 2.08 of the Indenture, no fees or expenses shall be charged to the Holders in respect of such payments. If the Payment Date in respect of any Note is not a business day at the place in which it is presented for payment, the Holder thereof shall not be entitled to payment of the amount due until the next succeeding business day at such place and shall not be entitled to any further interest or other payment in respect of any such delay. If the amount of principal or interest which is due on the Notes is not paid in full, the Registrar shall annotate the Register with a record of the amount of interest, if any, in fact paid.  7
  Exh. 2.3-76


---



5.Registrar, Paying Agent and Transfer Agent. The Trustee shall act as Registrar, Transfer Agent and Principal Paying Agent of the Notes. The Company may appoint and change any Registrar, Paying Agent or Transfer Agent in accordance with the terms of the Indenture. The Bank of New York Mellon (Luxembourg) S.A. shall initially act as Transfer Agent in Luxembourg. 6.Additional Amounts. All payments by the Company in respect of the Notes or the Guarantors in respect of the Note Guarantees will be made free and clear of, and without withholding or deduction for, or on account of any present or future taxes, duties, assessments, or other governmental charges of whatever nature imposed or levied by or on behalf of the Cayman Islands or Brazil, or any authority therein or thereof or any other jurisdiction in which the Company or the Guarantors are organized, doing business or otherwise subject to the power to tax (any of the aforementioned being a Taxing Jurisdiction), unless the Company or the Guarantors are compelled by law to deduct or withhold such taxes, duties, assessments, or governmental charges. In such event, the Company or the Guarantors, as applicable, will make such deduction or withholding, make payment of the amount so withheld to the appropriate governmental authority and pay such additional amounts as may be necessary to ensure that the net amounts receivable by Holders of Notes after such withholding or deduction shall equal the respective amounts of principal and interest which would have been receivable in respect of the Notes in the absence of such withholding or deduction (Additional Amounts). Notwithstanding the foregoing, no such Additional Amounts shall be payable: (i)to, or to a third party on behalf of, a Holder who is liable for such taxes, duties, assessments or governmental charges in respect of such Note by reason of the existence of any present or former connection between such Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of such Holder, if such Holder is an estate, a trust, a partnership, or a corporation) and the relevant Taxing Jurisdiction, including, without limitation, such Holder (or such fiduciary, settlor, beneficiary, member or shareholder) being or having been a citizen or resident thereof or being or having been engaged in a trade or business or present therein or having, or having had, a permanent establishment therein, other than the mere holding of the Note or enforcement of rights under the Indenture and the receipt of payments with respect to the Note; (ii)in respect of Notes surrendered or presented for payment (if surrender or presentment is required) more than 30 days after the Relevant Date except to the extent that payments under such Note would have been subject to withholdings and the Holder of such Note would have been entitled to such Additional Amounts, on surrender of such Note for payment on the last day of such period of 30 days;  8
 Exh. 2.3-77


---



(iii)where such Additional Amount is imposed and is
required to be made pursuant to any law implementing or complying with, or
introduced in order to conform to, any European Union Directive on the taxation
of savings; (iv)to, or to a third party on behalf of, a Holder
who is liable for such taxes, duties, assessments or other governmental charges
by reason of such Holder's failure to comply with any certification,
identification, documentation or other reporting requirement concerning the
nationality, residence, identity or connection with the relevant Taxing
Jurisdiction of such Holder, if (1) compliance is required by law as a
precondition to, exemption from, or reduction in the rate of, the tax,
assessment or other governmental charge and (2) the Company has given the
Holders at least 30 days notice that Holders will be required to provide such
certification, identification, documentation or other requirement; (v)in respect of any estate, inheritance, gift,
sales, transfer, capital gains, excise or personal property or similar tax,
assessment or governmental charge; (vi)in respect of any tax, assessment or other
governmental charge which is payable other than by deduction or withholding from
payments of principal of or interest on the Note; (vii)in respect of any tax imposed on overall net
income or any branch profits tax; or (viii)in respect of any combination of the
above. No Additional Amounts
shall be paid with respect to any payment on a Note to a Holder who is a
fiduciary, a partnership, a limited liability company or other than the sole
beneficial owner of that payment to the extent that payment would be required by
the relevant Taxing Jurisdiction to be included in the income, for tax purposes,
of a beneficiary or settlor with respect to the fiduciary, a member of that
partnership, an interestholder in a limited liability company or a beneficial
owner who would not have been entitled to the Additional Amounts had that
beneficiary, settlor, member or beneficial owner been the Holder. The Notes are subject in
all cases to any tax, fiscal or other law or regulation or administrative or
judicial interpretation. Except as specifically provided above, neither the
Company nor the Guarantors shall be required to make a payment with respect to
any tax, assessment or governmental charge imposed by any government or a
political subdivision or taxing authority thereof or therein. In the event that
Additional Amounts actually paid with respect to the Notes are based on rates of
deduction or withholding of withholding taxes in excess of the appropriate rate
applicable to the Holder of such Notes, and, as a result thereof such Holder is
entitled to make claim for a refund or credit of such excess from the authority
imposing such withholding tax,then such Holder shall, by accepting such Notes,
be deemed to have assigned and transferred all right, title, and interest to any
such claim for a refund or credit of such excess to the Company.  9
 Exh. 2.3-78


---



Any reference
in the Indenture or the Notes to principal, interest or any other amount payable
in respect of the Notes by the Company or the Note Guaranty by the Guarantors
will be deemed also to refer to any Additional Amount, unless the context
requires otherwise, that may be payable with respect to that amount under the
obligations referred to in this Paragraph 6. The foregoing obligation
will survive termination or discharge of the Indenture. 7.Open Market Purchases. The Company or any of its
Affiliates may at any time purchase Notes in the open market or otherwise at any
agreed upon price.  All Notes so purchased may not be reissued or resold,
except in compliance with applicable requirements or exemptions under the
relevant securities laws. 8.Redemption. Except as described in
Section 3.01 of the Indenture and this Paragraph 8, the Notes may not be
redeemed. (1) On or prior to
January 29, 2015, the Notes shall be redeemable, at the option of the Company,
in whole or in part, on any Interest Payment Date, at a redemption price equal
to the greater of (1) 100% of the principal amount of the notes to be redeemed
and (2) the sum of the present values of the remaining scheduled payments of
principal and interest on such notes (exclusive of interest accrued on the
Redemption Date) discounted to the Redemption Date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury
Rate (as defined below) plus 100 basis points, plus, in either case, accrued and
unpaid interest and additional amounts, if any, on the principal amount being
redeemed to such Redemption Date; and (2) After January 29,
2015, the notes will be redeemable, at the option of the Company, in whole or in
part, on any Redemption Date, at the redemption prices (expressed as percentages
of their principal amount at maturity), during the 12 month period commencing on
January 29, 2015 of any year set forth below:  Year
    Redemption Price2015
    104.75%2016
    103.17%2017
    101.58%2018 and
      thereafter
    100.00%
  plus in the case of
either (1) or (2), any interest accrued but not paid and additional amounts, if
any, to the Redemption Date;provided, however, that if the notes are
redeemed in part, at least U.S.$100,000,000 aggregate principal amount of the
notes must remain outstanding followingany partial
redemption.  For the avoidance of doubt, any calculation of the remaining
scheduled payments of principal and interest pursuant to clause (2) of the
preceding sentence shall not include interest accrued as of the applicable
Redemption Date  10
 Exh. 2.3-79


---



If as a result of any change in or amendment to
the laws (or any rules or regulations thereunder) of a Taxing Jurisdiction, or
any amendment to or change in an official interpretation, administration or
application of such laws, any treaties, rules, or related agreements to which a
Taxing Jurisdiction is a party or regulations (including a holding by a court of
competent jurisdiction), which change or amendment becomes effective or, in the
case of a change in official position, is announced on or after the issue date
of the Notes or on or after the date a successor to the Company assumes the
obligations under the Notes, (i) the Company or any successor to the Company has
or will become obligated to pay Additional Amounts (as defined in Section 4.06
of the Indenture and Paragraph 5 hereof) or (ii) either of the Guarantors or any
successor to the Guarantor has or will become obligated to pay Additional
Amounts in excess of the Additional Amounts either such Guarantor or any such
successor to the Guarantor would be obligated to pay if payments were subject to
withholding or deduction at a rate of 15% or at a rate of 25% in the case that
the Holder of the Notes is resident in a tax haven jurisdiction for Brazilian
tax purposes (i.e., a country that does not impose any income tax or that
imposes it at a maximum rate lower than 20% or where the laws impose
restrictions on the disclosure of ownership composition, securities ownership or
the beneficial ownership or do not allow for the identification of the
beneficiary of income paid to non-resident persons pursuant to Law No. 11,727 of
June 23, 2008) (the Minimum Withholding Level), as a
result of the taxes, duties, assessments and other governmental charges
described above, the Company or any of its successors may, at their option,
redeem all, but not less than all, of the Notes, at a redemption price equal to
100% of their principal amount, together with accrued and unpaid interest to the
date fixed for redemption, upon publication of irrevocable notice to Holders not
less than 30 days nor more than 60 days prior to the date fixed for redemption.
No notice of such redemption may be given earlier than 60 days prior to the
earliest date on which either (x) the Issuer or successor to the Issuer would,
but for such redemption, become obligated to pay any additional amounts, or (y)
in the case of payments made under the Guarantees, either Guarantor or any
successor to the Guarantor would, but for such redemption, be obligated to pay
the Additional Amounts in excess of the Minimum Withholding Level. For the
avoidance of doubt, the Company or any successor to the Company shall not have
the right to so redeem the Notes unless (a) it is obligated to pay Additional
Amounts or (b) either Guarantor or any successor to the Guarantor is obliged to
pay Additional Amounts that in the aggregate amount exceed the Additional
Amounts payable at the Minimum Withholding Level. Notwithstanding the foregoing,
the Company or any successor to the Company shall not have the right to so
redeem the Notes unless it has taken reasonable measures to avoid the obligation
to pay Additional Amounts. For the avoidance of doubt, reasonable measures do
not include changing the jurisdiction of incorporation of the Company or any
successor to the Company or the jurisdiction of incorporation of a Guarantor or
any successor to either Guarantor.  11
 Exh. 2.3-80


---



In the event
that the Company or any successor elects to so redeem the Notes pursuant to
Section 3.01(c) of the Indenture, it will deliver to the Trustee: (i) a
certificate, signed in the name of the Company by any two of its executive
officers or by its attorney-in-fact in accordance withits bylaws, stating that the Company or any successor
to the Company is entitled to redeem the Notes pursuant to their terms and
setting forth a statement of facts showing that the condition or conditions
precedent to the right of the Company or any successor to the Company to so
redeem have occurred or been satisfied; and (ii) an Opinion of Counsel to the
effect that (1) the Company or any successor to the Company has or will become
obligated to pay Additional Amounts or either Guarantor or any successor to the
Guarantor has or will become obligated to pay Additional Amounts in excess of
the Additional Amounts payable at the Minimum Withholding Level, (2) such
obligation is the result of a change in or amendment to the laws (or any rules
or regulations thereunder) of a Taxing Jurisdiction, as described above, (3) the
Company or any successor to the Company, or either Guarantor or any successor to
the Guarantor, as the case may be cannot avoid payment of such Additional
Amounts by taking reasonable measures available to it and (4) that all
governmental requirements necessary for the Company to effect the redemption
have been complied with. 9.Denominations; Transfer; Exchange. The Notes are in
registered form without coupons in minimum denominations of U.S.$100,000 and
integral multiples of U.S.$1,000 in excess thereof. A Holder may transfer or
exchange Notes in accordance with the Indenture. The Trustee, the Registrar or
Transfer Agent, as the case may be, may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and to pay any taxes and
fees required by law or permitted by the Indenture. The Trustee, the
Registrar or Transfer Agent, as the case may be, need not register the transfer
or exchange of any Notes selected for redemption or any Notes for a period of 15
days before a selection of Notes to be redeemed or before an Interest Payment
Date. 10.Persons Deemed Owners. The registered Holder of
this Note may be treated as the owner thereof for all purposes. 11.Unclaimed Money. Subject to applicable
law, the Trustee and the Paying Agents shall pay to the Company upon request any
monies held by them for the payment of principal or interest that remains
unclaimed for two years, and thereafter, Holders entitled to such monies must
look to the Company for payment as general creditors. 12.Defeasance. Subject to the terms of
the Indenture, the Company and the Guarantors at any time may terminate some or
all of their obligations under the Notes, the Indenture and the Note Guarantees,
as the case may be, if the Company or the Guarantors irrevocably deposit in
trust with the Trustee money or U.S. Government Obligations sufficient for the
payment of principal of andinterest on all the Notes to Maturity or
redemption.  At such time, each Guarantors obligations under its Note
Guaranty will terminate.  12
 Exh. 2.3-81


---



13.Amendment; Waiver. Subject to certain
exceptions set forth in the Indenture, the Indenture or the Notes may be amended
or supplemented without notice to any Holder but with the written consent of the
Holders of at least a majority in principal amount of the Notes then
outstanding, and any past Default or compliance with any provision may be waived
with the consent of the Holders of at least a majority in principal amount of
the Notes then outstanding. However, subject to certain exceptions set forth in
the Indenture, without the consent of each Holder of an outstanding Note
affected thereby, no amendment or waiver may, among other things: (i)reduce the principal amount of or change the
Stated Maturity of any payment on any Note; (ii)reduce the rate of any interest on any
Note; (iii)reduce the amount payable upon the redemption of
any Note or change the time at which any Note may be redeemed; (iv)change the currency for payment of principal of,
or interest or any Additional Amounts on, any Note; (v)impair the right to institute suit for the
enforcement of any right to payment on or with respect to any Note; (vi)waive a Default or Event of Default in payment of
principal of and interest on the Notes; (vii)reduce the principal amount of Notes whose
Holders must consent to any amendment, supplement or waiver; (viii)make any change to the first paragraph of Section
9.02 of the Indenture; (ix)modify or change any provision of the Indenture
affecting the ranking of the Notes or any Note Guaranty in a manner adverse to
the Holders of the Notes; or (x)make any change in any Note Guaranty that would
adversely affect the Holders of the Notes. providedthat the
provisions of the covenants described in Section 4.11 of the Indenture may,
except as provided above, be amended or waived with the consent of Holders
holding not less than 66 2/3% in aggregate principal amount of the
Notes. The Company, the
Guarantors and the Trustee may, without the consent of any Holder of the Notes,
amend the Indenture or the Notes to:  13
 Exh. 2.3-82


---



(i)to cure any ambiguity, omission, defect or
inconsistency; (ii)to add guarantees or collateral with respect to
the Notes; (iii)to comply with Section 5.01 of the
Indenture; (iv)to provide for any guarantee of the Notes, to
secure the Notes or to confirm and evidence the release, termination or
discharge of any guarantee of the Notes when such release, termination or
discharge is permitted by this Indenture; (v)to add to the covenants of the Company or the
Guarantors for the benefit of the Holders; (vi)to surrender any right herein conferred upon the
Company or the Guarantors; (vii)to evidence and provide for the acceptance of an
appointment by a successor Trustee; (viii)to provide for the issuance of Additional Notes; (ix)to make any other change that does not materially
and adversely affect the rights of any Holder or to conform this Indenture to
the section Description of Notes in the Offering Memorandum; or (x)to comply with any applicable requirements of the
SEC, including in connection with an required qualification of the Indenture
under the Trust Indenture Act providedthat, in such
case, the Company has delivered to the Trustee an Opinion of Counsel and an
Officers Certificate, each stating that such amendment or supplement complies
with the provisions of Section 9.01 of the Indenture. Each Guarantor must
consent to any amendment, supplement or waiver. 14.Defaults and Remedies. An Event of
Default occurs if: (i)the Company defaults in any payment of interest
(including any Additional Amounts) on any Note when the same becomes due and
payable, and such default continues for a period of 30 days; (ii)the Company defaults in the payment of principal
amounts (including any Additional Amounts) of any Note when the same becomes due
and payable upon acceleration or redemption or otherwise;  14
 Exh. 2.3-83


---



(iii)the Company or any Guarantor fails to comply with
any of its covenants or agreements in the Notes or the Indenture (other than
those referred to in (i) and (ii) above), and such failure continues for 60 days
after the notice specified below; (iv)the Company, any Guarantor or any Significant
Subsidiary defaults under any mortgage, indenture or instrument under which
there may be issued or by which there may be secured or evidenced any Debt for
money borrowed by the Company, any such Guarantor or any such Significant
Subsidiary (or the payment of which is guaranteed by the Company, such Guarantor
or any such Significant Subsidiary) whether such Debt or guarantee now exists,
or is created after the date of the Indenture, which default (a) is caused by
failure to pay principal of or premium, if any, or interest on such Debt after
giving effect to any grace period provided in such Debt on the date of such
default (Payment Default) or (b) results in the
acceleration of such Debt prior to its express maturity and, in each case, the
principal amount of any such Debt, together with the principal amount of any
other such Debt under which there has been a Payment Default or the maturity of
which has been so accelerated, aggregates U.S.$50,000,000 (or the equivalent
thereof at the time of determination) or more in the aggregate; (v)one or more final judgments or decrees for the
payment of money in excess of U.S.$50,000,000 (or the equivalent thereof at the
time of determination) in the aggregate are rendered against the Company, any
Guarantor or any Significant Subsidiary and are not paid (whether in full or in
installments in accordance with the terms of the judgment) or otherwise
discharged and, in the case of each such judgment or decree, either (a) an
enforcement proceeding has been commenced by any creditor upon such judgment or
decree and is not dismissed within 30 days following commencement of such
enforcement proceedings or (b) there is a period of 60 days following such
judgment during which such judgment or decree is not discharged, waived or the
execution thereof stayed; (vi)an involuntary case or other proceeding is
commenced against the Company, any Guarantor or any Significant Subsidiary with
respect to it or its debts under any bankruptcy, insolvency or other similar law
now or hereafter in effect seeking the appointment of a trustee, receiver,síndico,liquidator, custodian or
other similar official of it or any substantial part of its property, and such
involuntary case or other proceeding remains undismissed and unstayed for a
period of 60 days; or an order for relief is entered against the Company, any
Guarantor or any Significant Subsidiary under the bankruptcy laws now or
hereafter in effect, and such order is not being contested by the Company, any
Guarantor or any Significant Subsidiary, as the case may be, in good faith, or
has not been dismissed, discharged or otherwise stayed, in each case within 60
days of being made;  15
 Exh. 2.3-84


---



(vii)the Company, any Guarantor or any Significant
Subsidiary (i) commences a voluntary case or other proceeding seeking
liquidation, reorganization or other relief with respect to itself or its Debts
under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or consents to the entry of an order for relief in an
involuntary case under any such law, (ii) consents to the appointment of or
taking possession by a receiver,síndico, liquidator,
assignee, custodian, trustee, sequestrator or similar official of the Company,
any Guarantor or any Significant Subsidiary or for all or substantially all of
the Property of the Company, any Guarantor or any Significant Subsidiary or
(iii) effects any general assignment for the benefit of creditors; (viii)any event occurs that under the laws of the
Cayman Islands, Brazil or any political subdivision thereof or any other country
has substantially the same effect as any of the events referred to in any of
clause (vi) or (vii); (ix)any Note Guaranty ceases to be in full force and
effect, other than in accordance the terms of the Indenture, or a Guarantor
denies or disaffirms its obligations under its Note Guaranty; or (x)TAM S.A. ceases to own, directly or indirectly,
100% of the outstanding share capital of the Company. A Default under clause
(iii) above shall not constitute an Event of Default until the Trustee or the
Holders of at least 25% in principal amount of the Outstanding Notes notify the
Company and the Guarantors of the Default and the Company does not cure such
Default within the time specified after receipt of such notice. The Trustee is not to be
charged with knowledge of any Default or Event of Default or knowledge of any
cure of any Default or Event of Default unless either (i) an attorney,
Responsible Officer, has actual knowledge of such Default or Event of Default or
(ii) written notice of such Default or Event of Default has been given to a
Responsible Officer of the Trustee by the Company or any Holder. If an Event of Default
(other than an Event of Default specified in clauses (vi), (vii) and (viii)
above) occurs and is continuing, the Trustee or the Holders of not less than 25%
in principal amount of the Outstanding Notes may declare all unpaid principal of
and accrued and unpaid interest on all Notes to be due and payable immediately,
by a notice in writing to the Company, and upon any such declaration such
amounts shall become due and payable immediately.  If an Event of Default
specified in clause (vi), (vii) or (viii) above occurs and is continuing, then
the principal of, and accrued and unpaid interest on, all Notes shall become and
be immediately due and payable without any declaration or other act on the part
of the Trustee or any Holder.  16
 Exh. 2.3-85


---



Subject to the provisions of the
Indenture relating to the duties of the Trustee in case an Event of Default
shall occur and be continuing, the Trustee shall be under no obligation toexercise any of its rights or powers under the
Indenture at the request or direction of any of the Holders, unless such Holders
shall have offered to the Trustee indemnity reasonably satisfactory to it. 
Subject to such provision for the indemnification of the Trustee, the Holders of
a majority in aggregate principal amount of the outstanding Notes shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on
the Trustee. At any time after a
declaration of acceleration has been made and before a judgment or decree for
payment of the money due has been obtained by the Trustee as provided in the
Indenture, the Holders of a majority in principal amount of the Notes by written
notice to the Company and the Trustee may rescind or annul a declaration of
acceleration if (i) the Company has paid or deposited with the Trustee a sum
sufficient to pay all overdue interest (including any Additional Amounts) on
Outstanding Notes, all unpaid principal of the Notes that has become due
otherwise than by such declaration of acceleration, interest on such overdue
interest (including any Additional Amounts) as provided in the Indenture and all
sums paid or advanced by the Trustee under the Indenture and the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel and (ii) all Events of Default have been cured or waived except
nonpayment of principal that has become due solely because of
acceleration. No such rescission shall
affect any subsequent Default or Event of Default or impair any right consequent
thereto. 15.Trustee Dealings with the Company. Subject to certain
limitations imposed by the Indenture, the Trustee and any Agent or co-registrar
or any other agent of the Company or of the Trustee, in its individual or any
other capacity, may become the owner or pledgee of Notes and may otherwise deal
with the Company or its Affiliates with the same rights it would have if it were
not Trustee, Agent, or such other agent. 16.Governing Law. THE INTERNAL LAW OF THE
STATE OF NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THE INDENTURE, THIS NOTE
AND THE NOTES GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY. 17.No Recourse Against Others. No director, officer,
employee or shareholder, as such, of the Company, the Guarantors or the Trustee
shall have any liability for any obligations of the Company, the Guarantors or
the Trustee, respectively, under this Indenture or the Notes or for any claim
based on, in respect of or by reason of such obligations or their
creation.  By accepting a Note, each Holder shall waive and release all
such liability.  The waiver and release shall be part of the consideration
for the issue of the Notes.  17
 Exh. 2.3-86


---



18.CUSIP and ISIN Numbers. Pursuant to a
recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Company has caused CUSIP or ISIN numbers, as applicable, to be
printed on the Notes and has directed the Trustee to use CUSIP or ISIN numbers,
as applicable, in notices of redemption as a convenience to Holders.  No
representation is made as to the accuracy of such numbers either as printed on
the Notes or as contained in any notice of redemption and reliance may be placed
only on the other identification numbers placed thereon. The Company shall furnish
to any Holder upon written request and without charge a copy of the Indenture,
which includes the form of this Note.  Requests may be made to: TAM Capital 2 Inc.c/o TAM S.A.Av.
Jurandir, 856, Lote 404072 000São Paulo, SPBrasilAttention:
Legal DepartmentFacsimile: 55-11-5582-8813  18
 Exh. 2.3-87


---



NOTATION OF GUARANTY For value received, each Guarantor (which term includes any successor Person under the Indenture) has unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of October 29, 2009 (as amended from time to time, the Indenture), among the Company, the Guarantor, The Bank of New York Mellon, as Trustee, Registrar, Transfer Agent and Principal Paying Agent (collectively, the Agents and each individually an Agent) and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Transfer Agent, the full and punctual payment (whether at Stated Maturity, upon redemption, acceleration, or otherwise) of the principal of, premium, if any, and interest on, and all other amounts payable under, each Note, and the full and punctual payment of all other amounts payable by the Company under the Indenture.  The obligations of each Guarantor to the Holders of Notes and to the Trustee pursuant to the guaranty and the Indenture are expressly set forth in Article 10 of the Indenture and reference is hereby made to the Indenture for the precise terms of the guaranty.  19
 Exh. 2.3-88


---



IN WITNESS WHEREOF, each Guarantor has caused this guaranty to be duly executed.  TAM S.A.,
as GuarantorBy:Name:Title:By:Name:Title:
  TAM LINHAS AÉREAS S.A.,
as GuarantorBy:Name:Title:By:Name:Title:
   Witnesses: By:_________________________________ 
Name: By:_________________________________ 
Name:   20
 Exh. 2.3-89


---



EXHIBIT B SUPPLEMENTAL INDENTUREdated as of __________, ____
among
TAM CAPITAL 2 INC.,
the [ADDITIONAL GUARANTOR(S)] Party Hereto
THE BANK OF NEW YORK MELLON
as Trustee, Registrar, Transfer Agent and Principal Paying Agent
and
THE BANK OF NEW YORK MELLON (LUXEMBOURG) S.A.,
as Luxembourg Transfer Agent 
  9.50% Senior Guaranteed Notes Due 2020   1
 Exh. 2.3-90


---



THIS SUPPLEMENTAL INDENTURE (this Supplemental Indenture), entered into as of __________, ____, among TAM Capital 2 Inc., an exempted company incorporated with limited liability in the Cayman Islands (the Company), [Additional Guarantor(s)] (each an Undersigned), The Bank of New York Mellon, as trustee, registrar, transfer agent and principal paying agent (the Trustee) and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Transfer Agent. RECITALS WHEREAS, the Company, the Guarantors party thereto, The Bank of New York Mellon, as Trustee, Registrar, Transfer Agent and Principal Paying Agent (the Trustee) and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Transfer Agent, entered into the Indenture, dated as of October 29, 2009 (the Indenture), relating to the Companys 9.50% Senior Guaranteed Notes Due 2020 (the Notes); WHEREAS, as a condition to the Trustee entering into the Indenture and the purchase of the Notes by the Holders, the Company and the Guarantors agreed pursuant to the Indenture to cause any newly acquired or created Subsidiaries to provide Guarantees in certain circumstances. AGREEMENT NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows: Section 1.  Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture. Section 2.  Each Undersigned, by its execution of this Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article 10 thereof.  [Specify % to be guaranteed, if less than 100%.] Section 3.  This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. Section 4.  This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument. Section 5.  This Supplemental Indenture is an amendment supplemental to the Indenture, and the Indenture and this Supplemental Indenture will henceforth be read together. Section 6.The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or the recitals contained herein.  2
 Exh. 2.3-91


---



IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written. TAM CAPITAL 2 INC.,
as the CompanyBy:Name:Title:
  By:Name:Title:
  [ADDITIONAL GUARANTOR],
as GuarantorBy:Name:Title:
  By:Name:Title:
  THE BANK OF NEW YORK MELLON,
as Trustee, Registrar, Transfer Agent and Principal Paying AgentBy:Name:Title:
  THE BANK OF NEW YORK MELLON (Luxembourg) S.A.,as Luxembourg Transfer AgentBy:Name:Title:
  3
 Exh. 2.3-92


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EXHIBIT C FORM OF
TRANSFER NOTICE FOR VALUE RECEIVED, the undersigned Holder hereby sell(s), assign(s) and transfer(s) unto Insert Taxpayer Identification No. ______________________________________________________________________________ 
Please print or typewrite name and address, including postal zip code, of assignee ______________________________________________________________________________ 
this Note and all rights hereunder, hereby irrevocably constituting and appointing _________________________ attorney to transfer said Note on the books ofTAM Capital 2 Inc.with full power of substitution in the premises. ____________________ In connection with any transfer of this Note occurring prior to the date [which is two years after the original issue date of the Notes,]
[3][which is on or prior to the 40th day after the Closing Date (as defined in the Indenture governing the Notes),]
[4]the undersigned confirms that: [Check one] □(a)        This Note is being transferred to a person whom the Holder reasonably believes is a qualified institutional buyer (as defined in Rule 144A under the U.S. Securities Act of 1933, as amended (the Securities Act), in a transaction meeting the requirement of Rule 144A; □(b)        This Note is being transferred in an offshore transaction in accordance with Rule 904 under the Securities Act; □(c)        This Note is being transferred pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available); □(d)       This Note is being transferred pursuant to an effective registration statement under the Securities Act; or □(e)        This Note is being transferred toTAM Capital 2 Inc., in each of cases (a) through (e) above, in accordance with any applicable securities laws of any State of the United States.  1
 Exh. 2.3-93


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If none of the foregoing boxes is checked, the Transfer Agent shall not be obligated to register this Note in the name of any Person other than the Holder hereof unless and until the conditions to any such transfer of registration set forth herein and in Section 2.07 of the Indenture shall have been satisfied. Date: _________________________ __________________________________________________
NOTICE: The signature to this assignment must correspond with the name as written upon the face of this instrument in every particular, without alteration, enlargement or any other change whatever.   2
 Exh. 2.3-94


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EXHIBIT D FORM OF CERTIFICATE
FOR TRANSFER FROM RESTRICTED GLOBAL
NOTE OR CERTIFICATED NOTE BEARING
A SECURITIES ACT LEGEND TO REGULATION S
GLOBAL NOTE OR CERTIFICATED NOTE
NOT BEARING A SECURITIES ACT LEGEND The Bank of New York Mellon
101 Barclay Street, Floor 4 East
New York, New York  10286
Attn:  Global Finance Americas Re:9.50% Senior Guaranteed Notes Due 2020 (the Notes) Reference is hereby made to the Indenture, dated October 29, 2009 (the Indenture), amongTAM Capital 2 Inc., the Guarantors party thereto, The Bank of New York Mellon, as Trustee, Registrar, Transfer Agent and Principal Paying Agent and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Transfer Agent.  Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. This letter relates to U.S.$__________ principal amount of Notes which are held in the form of [a beneficial interest in the Restricted Global Note with the Depositary in the name of the undersigned] [a Certificated Note bearing a Securities Act Legend]. The undersigned has requested a transfer of such [beneficial interest] [Certificated Note] to a Person who shall take delivery thereof in the form of [a beneficial interest of equal principal amount in the Regulation S Global Note (ISIN No.USG86665AA70) to be held with [Euroclear]* [Clearstream, Luxembourg]
[5](Common Code No. 046282744) through the Depositary] [a Certificated Note of equal principal amount not bearing a Securities Act Legend].  In connection with such transfer, the undersigned does hereby certify that such transfer has been effected in accordance with the transfer restrictions set forth in the Indenture and the Notes and pursuant to and in accordance with Rule 903 or 904 of Regulation S under the U.S. Securities Act of 1933, as amended (the Securities Act), and, accordingly, the undersigned further certifies that: (1)        the offer of the Notes was not made to a U.S. Person (as defined under Regulation S);  1
 Exh. 2.3-95


---



[(2)      at the time the buy order was originated, the transferee was outside the United States or the undersigned and any Person acting on behalf of the undersigned reasonably believed that the transferee was outside the United States;]
[6] [(2)      the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the undersigned nor any Person acting on behalf of the undersigned knows that the transaction was prearranged with a buyer in the United States;]
[7] (3)        no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; (4)        the undersigned is not the Company, a distributor, an affiliate of either the Company or a distributor, or a Person acting on behalf of any of the foregoing; and (5)        the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act. This certificate and the statements contained herein are made for your benefit and for the benefit ofTAM Capital 2 Inc.Terms used in this certificate and not otherwise defined in the Indenture have the meanings set forth in Regulation S. [INSERT NAME OF TRANSFEROR]By:Name:Title:
  Dated: ____________________, __________ cc:TAM Capital 2 Inc.   2
 Exh. 2.3-96


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EXHIBIT E FORM OF TRANSFER CERTIFICATE
FOR TRANSFER FROM REGULATION S GLOBAL
NOTE OR CERTIFICATED NOTE NOT BEARING
A SECURITIES ACT LEGEND TO RESTRICTED GLOBAL
NOTE OR CERTIFICATED NOTE BEARING
A SECURITIES ACT LEGEND
(PRIOR TO 40TH DAY AFTER CLOSING DATE) The Bank of New York Mellon
101 Barclay Street, Floor 4 East
New York, New York  10286
Attn:  Global Finance Americas Re:9.50% Senior Guaranteed Notes Due 2020 (the Notes) Reference is hereby made to the Indenture, dated October 29, 2009 (the Indenture), amongTAM Capital 2 Inc., the Guarantors party thereto, The Bank of New York Mellon, as Trustee, Registrar, Transfer Agent and Principal Paying Agent and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Transfer Agent.  Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. This letter relates to U.S.$________ principal amount of Notes which are held in the form of [a beneficial interest in the Regulation S Global Note (ISIN No.USG86665AA70) with the Depositary in the name of the undersigned] [a Certificated Note not bearing the Securities Act Legend]. The undersigned has requested a transfer of such [beneficial interest] [Certificated Note] to a Person who shall take delivery thereof in the form of [a beneficial interest in the Restricted Global Note (CUSIP No.87217A AA1) to be held through the Depositary] [a Certificated Note bearing the Securities Act Legend].  In connection with such transfer, the undersigned does hereby confirm that such transfer has been effected in accordance with the transfer restrictions set forth in the Indenture and the Notes and pursuant to and in accordance with Rule 144A under the U.S. Securities Act of 1933, as amended, and accordingly, the undersigned represents that: (1)        the Notes are being transferred to a transferee that the undersigned reasonably believes is purchasing the Notes for its own account or one or more accounts with respect to which the transferee exercises sole investment discretion; and (2)        the transferee and any such account is a qualified institutional buyer within the meaning of  Rule 144A, in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. This certificate and the statements contained herein are made for your benefit and for the benefit ofTAM Capital 2 Inc.  1
 Exh. 2.3-97


---



[INSERT NAME OF TRANSFEROR]By:Name:Title:
  Dated: ____________________, __________ cc:TAM Capital 2 Inc.   2
 Exh. 2.3-98


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EXHIBIT F FORM OF CERTIFICATE FOR REMOVAL
OF THE SECURITIES ACT LEGEND ON A CERTIFICATED NOTE The Bank of New York Mellon
101 Barclay Street, Floor 4 East
New York, New York  10286
Attn:  Global Finance Americas Re:9.50% Senior Guaranteed Notes Due 2020 (the Notes) Reference is hereby made to the Indenture, dated [], 2009 (the Indenture), amongTAM Capital 2 Inc., the Guarantors party thereto, The Bank of New York Mellon, as Trustee, Registrar, Transfer Agent and Principal Paying Agent and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg Transfer Agent.  Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. This letter relates to U.S.$________ principal amount of Notes which are held in the form of [a beneficial interest in the Restricted Global Note (CUSIP No.87217A AA1) with the Depositary] [[a] Certificated Note(s) in the name of the undersigned.]
[8] The undersigned has requested for the restrictive Legend on the Certificated Note(s) to be removed. In connection with such transfer, the undersigned does hereby certify that such transfer has been effected only (i) in an offshore transaction in accordance with Rule 904 under the Securities Act, (ii) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available) or (iii) pursuant to an effective registration statement under the Securities Act, in each of cases (i) through (iii) in accordance with any applicable securities laws of any State of the United States.  1
 Exh. 2.3-99


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This certificate and the statements contained herein are made for your benefit and for the benefit of andTAM Capital 2 Inc. [NAME OF UNDERSIGNED]By:Name:Title:
  Dated: ____________________, __________ cc:TAM Capital 2 Inc.  [1]Include if Initial Note.
 [2]Include if Additional Note.
 [3]Include in Restricted Note.
 [4]Include in Regulation S Note.
 [5]Indicate appropriate clearing system.
 [6]Insert one of the two provisions.
 [7]Insert one of the two provisions.
 [8]Indicate form in which Notes are held.
  2
 Exh. 2.3-100


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