Exhibit 4.15
  January 12, 2012  By Facsimile TAM S.A. Av. Jurandir, 856, Lote 4 04072-000 São Paulo – SP, Brasil Attention: Marco Antonio Bologna  Turci Advogados Rua Dr. Renato Paes de Barros, 778 -1◦ andar – cj.12 04530-0001 São Paulo – SP, Brasil Attention: Flávia Turci  Re: Amendment to Shareholders Agreements  Mr. Bologna and Ms. Turci:  We make reference to that certain Implementation Agreement, dated as of January 18, 2011, among Lan Airlines S.A., Costa Verde Aeronáutica S.A., Inversiones Mineras del Cantábrico S.A., TAM S.A., Noemy Almeida Oliveira Amaro, Maria Cláudia Oliveira Amaro, Maurício Rolim Amaro and João Francisco Amaro, and TAM Empreendimentos E Participações S.A., as amended (the “Implementation Agreement”) and to that certain Exchange Offer Agreement, dated as of January 18, 2011, among Lan Airlines S.A., Costa Verde Aeronáutica S.A., Inversiones Mineras del Cantábrico S.A., TAM S.A., TAM Empreendimentos e Participações S.A. and Maria Cláudia Oliveira Amaro, Maurício Rolim Amaro, Noemy Almeida Oliveira Amaro and João Francisco Amaro (the “Exchange Offer Agreement”).  Capitalized terms used herein but not defined herein shall have the meaning given to such terms in the Implementation Agreement or the Exchange Offer Agreement, as applicable. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby acknowledge and agree as follows: 1.In accordance with Section 4.03 of the Implementation Agreement, Section 4.01(b)(i) of the Implementation Agreement is hereby amended as of the date of this letter to delete “December 30, 2011” and replace it with “June 30, 2012.” 2.In accordance with Section 8.03 of the Exchange Offer Agreement, Section 8.01(a)(i) of the Exchange Offer Agreement is hereby amended as of the date of this letter to delete “December 31, 2011” and replace it with “June 30, 2012,” and to delete the following clause in its entirety: “provided,however, that if the condition set forth in Section 6.01(b) shall not have been satisfied on or before December 31, 2011 and/or thecondition set forth in Section 6.01(d) is not satisfied on December 31, 2011, then, if all other conditions to commencement of the Exchange Offer (other than conditions that by their nature are to be satisfied at the Pre-Commencement Closing) set forth in Article VI shall have been satisfied the Outside Date may be extended until June 30, 2012 at the election of the Amaro Family or LAN by written notice to the other party;”


---



3.This letter amends the Implementation Agreement and the Exchange Offer Agreement effective as of the date of this letter with respect to the subject matter hereof.  Except for that expressly provided herein, this letter shall not, and is not intended to, amend, modify or otherwise alter the terms and conditions of the Implementation Agreement or of the Exchange Offer Agreement in any respect. 4.On or after the date of this letter, each reference in the Implementation Agreement to “this Agreement,” “hereof,” “hereunder,” or words of similar import referring to the Implementation Agreement shall mean and be a reference to the Implementation Agreement , as amended hereby. 5.On or after the date of this letter, each reference in the Exchange Offer Agreement to “this Agreement,” “hereof,” “hereunder,” or words of similar import referring to the Exchange Offer Agreement shall mean and be a reference to the Exchange Offer Agreement, as amended hereby. 6.The Implementation Agreement and the Exchange Offer Agreement, as specifically amended hereby, are and shall continue to be in full force and effect. 7.Sections 5.03 and 5.05 through 5.14 of the Implementation Agreement apply to and are hereby incorporated by reference to this letter,mutatis mutandis. 8.Sections 9.03 and 9.05 through 9.15 of the Exchange Offer Agreement apply to and are hereby incorporated by reference to this letter,mutatis mutandis.  Sincerely,  /s/ Roberto Alvo Milosawlewitsch

   /s/ Enrique Cueto Plaza

   

   /s/ Juan José Cueto PlazaName: Roberto Alvo Milosawlewitsch andEnrique Cueto Plaza

   Title: Senior Vice President - Strategic Planning and Chief Executive Officer

   

   On behalf of Lan Airlines S.A.

   

   Name: Juan José Cueto Plaza

   Title: Director

   

   On behalf ofInversiones Mineras del Cantábrico S.A./s/ Juan José Cueto PlazaName: Juan José Cueto Plaza

   Title: Director

   

   On behalf ofCosta Verde Aeronáutica S.A.


---



Please indicate your agreement as of the date first written above with respect to the matters addressed above by executing a copy of this letter in the place indicated below.  Agreed and confirmed:    /s/ Marco Antonio Bologna /s/ Libano Miranda BarrosoName: Marco Antonio Bologna and Libano Miranda Barroso

   Title: Chief Executive Officer and Chief Financial OfficerOn behalf of TAM S.A./s/ Maria Cláudia Oliveira Amaro /s/ Maurício Rolim AmaroName: Maria Cláudia Oliveira Amaro and Maurício Rolim Amaro

   Title: Executive Director and Executive DirectorOn behalf of TAM Empreendimentos E Participações S.A./s/ Noemy Almeida Oliveira AmaroNoemy Almeida Oliveira Amaro/s/ Maria Cláudia Oliveira AmaroMaria Cláudia Oliveira Amaro/s/ Maurício Rolim AmaroMaurício Rolim Amaro/s/ João Francisco AmaroJoão Francisco Amaro   Cc: Clifford Chance US LLP 31 West 52nd Street New York, NY 10019  Attention:   Sarah Jones Anand Saha  Sullivan & Cromwell LLP125 Broad StreetNew York, NY  10004United States of America Attention:   Sergio Galvis Duncan McCurrach


---