Latam Airlines Group S.A. Sample Contracts

PURCHASE AGREEMENT NUMBER 2126
Purchase Agreement • May 7th, 2007 • Lan Airlines SA • Air transportation, scheduled
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and OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS Amended and Restated Deposit Agreement Dated as of March 25, 2003 AMENDED AND RESTATED DEPOSIT AGREEMENT
Deposit Agreement • June 21st, 2005 • Lan Airlines SA • Air transportation, scheduled • New York

AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of March 25, 2003 among LAN CHILE S.A., a corporation (sociedad anónima) existing under the laws of the Republic of Chile (herein called the Company), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and Beneficial Owners from time to time of American Depositary Receipts issued hereunder.

INTERCREDITOR AGREEMENT
Intercreditor Agreement • May 26th, 2016 • Latam Airlines Group S.A. • Air transportation, scheduled • New York

This INTERCREDITOR AGREEMENT, dated as of May 29, 2015, is made by and among WILMINGTON TRUST COMPANY, a Delaware trust company (in its individual capacity, together with its successors and permitted assigns, “WTC”), not in its individual capacity but solely as trustee of each Trust (such term and other capitalized terms used herein without definition being defined as provided in Article I), NATIXIS, a French société anonyme organized under the laws of France, acting through its New York Branch, as Class A Liquidity Provider and Class B Liquidity Provider (the “Liquidity Provider”), and WILMINGTON TRUST COMPANY, a Delaware trust company, not in its individual capacity except as expressly set forth herein, but solely as Subordination Agent and trustee hereunder (in such capacity, together with any successor appointed pursuant to Article VII, the “Subordination Agent”).

PASS THROUGH TRUST AGREEMENT Dated as of May 29, 2015 between LATAM AIRLINES GROUP S.A. and WILMINGTON TRUST COMPANY, as Trustee
Through Trust Agreement • May 26th, 2016 • Latam Airlines Group S.A. • Air transportation, scheduled • New York
LATAM FINANCE LIMITED as Issuer LATAM AIRLINES GROUP S.A. as Guarantor and THE BANK OF NEW YORK MELLON as Trustee, Registrar, Transfer Agent and Paying Agent INDENTURE Dated as of February 11, 2019 7.000% Senior Notes Due 2026
Indenture • April 15th, 2019 • Latam Airlines Group S.A. • Air transportation, scheduled • New York

INDENTURE, dated as of February 11, 2019, among LATAM FINANCE LIMITED, an exempted company incorporated with limited liability in the Cayman Islands (the “Company” or the “Issuer”), LATAM AIRLINES GROUP S.A., a publicly held stock corporation (sociedad anónima abierta) organized under the laws of the Republic of Chile, as the guarantor (the “Guarantor”), and THE BANK OF NEW YORK MELLON, as Trustee, Registrar, Transfer Agent and Paying Agent.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 26th, 2016 • Latam Airlines Group S.A. • Air transportation, scheduled • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into May 29, 2015 among LATAM Airlines Group S.A., an open stock corporation (sociedad anónima abierta) organized under the laws of the Republic of Chile (the “Company”), Wilmington Trust Company, as Trustee (as defined below) and Citigroup Global Markets Inc. (“Citigroup”), in its capacity as representative (the “Representative”) of the several initial purchasers set forth in the Certificate Purchase Agreement (together with the Representative, the “Initial Purchasers”).

SHAREHOLDERS AGREEMENT Among COSTA VERDE AERONÁUTICA S.A., INVERSIONES MINERAS DEL CANTÁBRICO S.A. and TEP CHILE S.A. Dated as of ______, 2011
Shareholders Agreement • May 5th, 2011 • Lan Airlines SA • Air transportation, scheduled • New York

SHAREHOLDERS AGREEMENT, dated as of [●], 2011 (this “Agreement”), among COSTA VERDE AERONÁUTICA S.A., a company organized under the Law of Chile (“CVA”), INVERSIONES MINERAS DEL CANTÁBRICO S.A., a company organized under the Law of Chile (“IMDC,” and together with CVA, the “LATAM Controlling Shareholders”), and TEP CHILE S.A., a company organized under the Law of Chile (“TEP,” and together with the LATAM Controlling Shareholders, the “Shareholders”).

LATAM Airlines Group S.A. as Shareholder and WILMINGTON TRUST COMPANY, not in its individual capacity but solely as SUBORDINATION AGENT, as SUBORDINATION AGENT Call Option Agreement
Call Option Agreement • May 26th, 2016 • Latam Airlines Group S.A. • Air transportation, scheduled • New York

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

DATED AS OF ___29 May______ 2015 LATAM AIRLINES GROUP S.A. and MAPLESFS LIMITED PUT OPTION AGREEMENT
Put Option Agreement • May 26th, 2016 • Latam Airlines Group S.A. • Air transportation, scheduled • New York
SHAREHOLDERS AGREEMENT Between LAN AIRLINES S.A. and TEP CHILE S.A. Dated as of [•], 2011
Shareholders Agreement • January 21st, 2011 • Lan Airlines SA • Air transportation, scheduled • New York

SHAREHOLDERS AGREEMENT, dated as of ________, 2011 (this “Agreement”), between LAN AIRLINES S.A., a company organized under the Law of Chile (“LATAM”), and TEP Chile S.A., a company organized under the Law of Chile (“TEP” and together with LATAM, the “Shareholders” or the “Parties”).

USED PW6122A FIVE ENGINE PURCHASE AGREEMENT BY AND BETWEEN PRATT & WHITNEY ENGINE LEASING, LLC AND LAN AIRLINES S.A. DATED JULY 28, 2011
Five Engine Purchase Agreement • April 2nd, 2012 • Lan Airlines SA • Air transportation, scheduled

This document contains proprietary information of Pratt & Whitney Engine Leasing LLC (“PWEL”). PWEL offers the information contained in this document on the express condition that you shall not disclose or reproduce the information in whole or in part without PWEL’s express written consent. Neither receipt nor possession of this document alone, from any source, constitutes PWEL’s permission. Possessing, using, copying or disclosing this document by anyone without PWEL’s express prior written consent may result in criminal and/or civil liability.

FRAMEWORK AGREEMENT BY AND BETWEEN LATAM AIRLINES GROUP S.A. AND DELTA AIR LINES, INC. DATED AS OF SEPTEMBER 26, 2019
Framework Agreement • March 19th, 2020 • Latam Airlines Group S.A. • Air transportation, scheduled • New York

This FRAMEWORK AGREEMENT (this “Agreement”), dated as of September 26, 2019, is entered into by and between LATAM AIRLINES GROUP S.A., a sociedad anónima organized under the laws of the Republic of Chile (“LATAM”), and DELTA AIR LINES, INC., a corporation organized under the laws of Delaware (“Delta” and together with LATAM, the “Parties”, and each, a “Party”). Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to the term in Article 1 (Definitions).

SHAREHOLDERS AGREEMENT Among LAN AIRLINES S.A., TEP CHILE S.A., and [HOLDCO 1] Dated as of ______, 2011
Shareholders Agreement • January 21st, 2011 • Lan Airlines SA • Air transportation, scheduled • New York

SHAREHOLDERS AGREEMENT, dated as of ________, 2011 (this “Agreement”), among LAN AIRLINES S.A., a company organized under the Law of Chile (“LATAM”), TEP Chile S.A., a company organized under the Law of Chile (“TEP” and together with LATAM, the “Shareholders”), and [HOLDCO1], a company organized under the Law of Chile (“Holdco 1” and, together with the Shareholders, the “Parties”).

SHAREHOLDERS AGREEMENT
Shareholders Agreement • May 5th, 2011 • Lan Airlines SA • Air transportation, scheduled • New York

Page Accountants 10 Actions 13 Affiliate 13 Agreed Courts 18 Agreed Issues 18 Agreement 1 Airline Subsidiaries 7 Annual Budget and Business Plan 12 Approved Plans 4 beneficial ownership 14 board member 14 Board Representative Election Notice 2 Board Representatives 2 Board Supermajority Matter 4 business day 14 contract 14 Control 14 Convertible Securities 14 Departure 2 Effective Time 2 Equity Securities 14 Fiscal Year 10 Foreign Ownership Control Laws 14 Governmental Entity 14 Holdco 1 1 IFRS 10 LATAM 1 LATAM Group 14 Law 14 Majority Board Vote 4 Multi-Year Business Plan 12 Order 15 Organizational Documents 15 Parties 1 Person 15 Related Party 15 Representatives 15 Shareholder Supermajority Matter 6 Shareholders 1 Subsidiary 15 Supermajority Board Vote 4 Supermajority Shareholder Vote 6 TAM 1 TAM Board 2 TAM CCO 9 TAM CEO 8 TAM CFO 9 TAM Chairman 3 TAM Company 4 TAM COO 9 TAM Diretoria 8 TAM Group 8 TAM Ordinary Stock 1 TAM Preferred Stock 1 TAM Stock 1 Tax Return 11 TEP 1 U.S. Excha

Contract
Credit Agreement • February 22nd, 2024 • Latam Airlines Group S.A. • Air transportation, scheduled • New York

[Certain confidential portions of this exhibit have been redacted pursuant to 4(a) of the Instructions as to Exhibits of Form 20-F. The omitted information (i) is not material and (ii) is the type of information the Company treats as private or confidential. In addition, schedules and similar attachments to this exhibit have been omitted pursuant to the Instructions as to Exhibits of Form 20-F.]

INDENTURE AND SECURITY AGREEMENT (MSN 6698) Dated as of July 29, 2015 between PARINA LEASING LIMITED, and WILMINGTON TRUST COMPANY, as Loan Trustee One Airbus A321-200 Aircraft Chilean Registration No. CC-BEE
Indenture and Security Agreement • May 26th, 2016 • Latam Airlines Group S.A. • Air transportation, scheduled • New York

This INDENTURE AND SECURITY AGREEMENT (6698), dated as of July 29 , 2015, is made by and between PARINA LEASING LIMITED, an exempted company with limited liability incorporated under the laws of the Cayman Islands (together with its successors and permitted assigns, the “Owner”), and WILMINGTON TRUST COMPANY, a Delaware trust company, not in its individual capacity, except as expressly stated herein, but solely as Loan Trustee hereunder (together with its permitted successors hereunder, the “Loan Trustee”).

AMENDMENT N°6 TO THE A 350 XWB PURCHASE AGREEMENT BETWEEN AIRBUS S.A.S. as Seller AND LATAM AIRLINES GROUP S.A. as Buyer REF: D10013836
XWB Purchase Agreement • March 30th, 2017 • Latam Airlines Group S.A. • Air transportation, scheduled • England

and registered with the Toulouse Registre du Commerce et des Sociétés under number RCS Toulouse 383 474 814 (hereinafter referred to as “the Seller”) of the one part,

Supplemental Agreement No. 8 (SA-8) to Purchase Agreement No. 3158 between The Boeing Company and TAM Linhas Aéreas S.A. Relating to Boeing Model 777 Aircraft
Supplemental Agreement • April 29th, 2016 • Latam Airlines Group S.A. • Air transportation, scheduled

THIS SUPPLEMENTAL AGREEMENT, entered into as of _____________, 2015, by and between THE BOEING COMPANY (Boeing) and TAM Linhas Aéreas S.A. (Customer);

A320 Family / A330 PURCHASE AGREEMENT BETWEEN AIRBUS S.A.S. as Seller AND TAM - LINHAS AEREAS S.A . as Buyer
Purchase Agreement • April 1st, 2015 • Latam Airlines Group S.A. • Air transportation, scheduled

AIRBUS S.A.S., a société par actions simplifiée, legal successor of Airbus S.N.C., formerly known as Airbus G.I.E. and Airbus Industrie G.I.E. created and existing under French law having its registered office at 1 Rond-Point Maurice Bellonte, 31707 Blagnac-Cedex, France and registered with the Toulouse Registre du Commerce under number RCS Toulouse 383 474 814 (the “Seller”),

Contract
Supplement to the Shareholders Agreement • June 30th, 2005 • Lan Airlines SA • Air transportation, scheduled

THIS SUPPLEMENT TO THE SHAREHOLDERS AGREEMENT (hereinafter the “Supplement to the Shareholders Agreement”) is made July 5, 2004, by and between Inversiones Costa Verde Limitada y Compañía en Comandita por Acciones, a company limited by shares, incorporated and existing pursuant to the laws of the Republic of Chile, taxpayer identification number 96.810.370-9, represented by Mr. Juan José Cueto Plaza, national identity card number 6.694.240-6, and by Mr. Enrique Miguel Cueto Plaza, national identity card number 6.694.239-2, all domiciled, for these purposes, at Avda. Presidente Riesco 5711, Suite 1604, borough of Las Condes, Santiago (hereinafter also “Inversiones Costa Verde CPA”); Inversiones Santa Cecilia S.A., a corporation incorporated and existing pursuant to the laws of the Republic of Chile, taxpayer identification number 96.904.050-6, represented by Mr. Juan Luis Rivera Palma, national identity card number 8.514.511-8, and by Mr. Rafael Ariztía Correa, national identity card nu

PUREPOWER® PW1100G-JM ENGINE SUPPORT AND MAINTENANCE AGREEMENT BY AND BETWEEN UNITED TECHNOLOGIES INTERNATIONAL CORPORATION PRATT & WHITNEY DIVISION AND LATAM AIRLINES GROUP S.A. DATED AS OF FEBRUARY 26, 2014
Maintenance Agreement • April 30th, 2014 • Latam Airlines Group S.A. • Air transportation, scheduled

This document contains proprietary information of United Technologies Corporation, Pratt & Whitney Division (“Pratt & Whitney”). Pratt & Whitney offers the information contained in this document on the condition that you not disclose or reproduce the information to or for the benefit of any third party without Pratt & Whitney’s written consent. Neither receipt nor possession of this document, from any source, constitutes Pratt & Whitney’s permission. Possessing, using, copying or disclosing this document to or for the benefit of any third party without Pratt & Whitney’s written consent may result in criminal and/or civil liability.

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PURCHASE AGREEMENT NUMBER 3256 between THE BOEING COMPANY and LAN AIRLINES S.A. Relating to Boeing Model 787-916/-816 Aircraft
Letter Agreement • June 25th, 2008 • Lan Airlines SA • Air transportation, scheduled

The Customer Aircraft Description is based on Boeing Configuration Specification 787B1-4102-B dated as of the 9th of July of 2007. This Configuration Specification defines the basic features and characteristics of the aircraft, but excludes specific Options to be selected by the customer at a later time and which is more fully discussed in Letter Agreement 3256-02, Open Configuration Matters. Selectable Options are listed in 787 Airplane Descriptions and Selections (ADS) Publication 787B1-0227, Rev. K dated July 9, 2007.

Contract
Latam Airlines Group S.A. • May 26th, 2016 • Air transportation, scheduled • New York

THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT'"). OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE. IN ADDITION, THIS EQUIPMENT NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION AGREEMENT REFERRED TO HEREIN.

NOTE PURCHASE AGREEMENT Dated as of May 29, 2015 among PARINA LEASING LIMITED, CUCLILLO LEASING LIMITED, RAYADOR LEASING LIMITED, CANASTERO LEASING LIMITED, LATAM AIRLINES GROUP S.A., WILMINGTON TRUST COMPANY, as Pass Through Trustee under each of the...
Purchase Agreement • May 26th, 2016 • Latam Airlines Group S.A. • Air transportation, scheduled • New York

This NOTE PURCHASE AGREEMENT, dated as of May 29, 2015, is made by and among (i) LATAM AIRLINES GROUP S.A., a company incorporated under the laws of the Republic of Chile (“LATAM” or “Lessee”), (ii) PARINA LEASING LIMITED, an exempted limited liability company incorporated under the laws of the Cayman Islands (the “2015 Narrowbody Owner”), (iii) CUCLILLO LEASING LIMITED, an exempted limited liability company incorporated under the laws of the Cayman Islands (the “2016 Narrowbody Owner”), (iv) RAYADOR LEASING LIMITED, an exempted limited liability company incorporated under the laws of the Cayman Islands (the “2015 Widebody Owner”), (v) CANASTERO LEASING LIMITED, an exempted limited liability company incorporated under the laws of the Cayman Islands (the “2016 Widebody Owner” and together with the 2015 Narrowbody Owner, the 2016 Narrowbody Owner and the 2015 Widebody Owner, collectively, the “Owners” and each, individually, an “Owner”), (vi) WILMINGTON TRUST COMPANY (“WTC”), a Delaware

Contract
Common Terms Agreement • May 7th, 2007 • Lan Airlines SA • Air transportation, scheduled • New York

Note: Confidential treatment has been requested for certain portions of this exhibit. The copy filed herewith omits the information subject to the confidential treatment request. Omissions are designated as “***”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

LAN AIRLINES S.A. (a Chilean corporation) ______________ Common Shares in the form of American Depositary Shares (without par value) FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • May 17th, 2007 • Lan Airlines SA • Air transportation, scheduled • New York

The Common Shares to be represented by ADSs are to be deposited pursuant to a amended and restated deposit agreement (the “Deposit Agreement”), dated as of March 25, 2003 among Lan Chile S.A., The Bank of New York, as depositary (the “Depositary”), and the holders from time to time of the American Depositary Receipts (the “ADRs”) to be issued under the Deposit Agreement and evidencing the ADSs. Each ADS represents five Common Shares. All references to “U.S. dollars” or “$” herein are to United States dollars.

Supplemental Agreement No. 3 to Purchase Agreement No. 3194 between The Boeing Company and LAN AIRLINES S.A. Relating to Boeing Model 777-FREIGHTER Aircraft
Supplemental Agreement • April 2nd, 2012 • Lan Airlines SA • Air transportation, scheduled

THIS SUPPLEMENTAL AGREEMENT, entered into as of September 24, 2011, by and between THE BOEING COMPANY, a Delaware corporation (hereinafter called “Boeing”) and LAN AIRLINES S.A., a Chilean corporation (hereinafter called “Customer”).

Supplemental Agreement No. 28 (“SA-28”) to Purchase Agreement No. 2126 between THE BOEING COMPANY and LAN AIRLINES S.A. Relating to Boeing Model 767-316ER, Model 767-38EF, and Model 767-316F Aircraft
Letter Agreement • May 5th, 2011 • Lan Airlines SA • Air transportation, scheduled

THIS SUPPLEMENTAL AGREEMENT, entered into as of the 22 day of March of 2010, by and between THE BOEING COMPANY, a Delaware corporation (hereinafter called “Boeing”), and LAN Airlines S.A., a Chilean corporation (hereinafter called “Customer”);

Contract
Joint Action Agreement • June 30th, 2005 • Lan Airlines SA • Air transportation, scheduled

THIS JOINT ACTION AGREEMENT (hereinafter “Joint Action Agreement”) is made July 5, 2004, by and between Inversiones Costa Verde Limitada y Compañía en Comandita por Acciones, a company limited by shares, incorporated and existing pursuant to the laws of the Republic of Chile, taxpayer identification number 96.810.370-9, represented by Mr. Juan José Cueto Plaza, national identity card number 6.694.240-6, and by Mr. Enrique Miguel Cueto Plaza, national identity card number 6.694.239-2, all domiciled, for these purposes, at Avda. Presidente Riesco 5711, Suite 1604, borough of Las Condes, Santiago (hereinafter also “Inversiones Costa Verde CPA”); Inversiones Santa Cecilia S.A., a corporation incorporated and existing pursuant to the laws of the Republic of Chile, taxpayer identification number 96.904.050-6, represented by Mr. Juan Luis Rivera Palma, national identity card number 8.514.511-8, and by Mr. Rafael Ariztía Correa, national identity card number 10.175.769-2, all domiciled, for th

NOVATION AGREEMENT relating to an A320 Family/A330 Purchase Agreement – CCC.337.0068/06 between TAM LINHAS AEREAS S.A. as Original Buyer and LATAM AIRLINES GROUP S.A. as New Buyer and AIRBUS S.A.S. as Seller
Novation Agreement • April 1st, 2015 • Latam Airlines Group S.A. • Air transportation, scheduled • England

NOW THEREFORE, in consideration of the provisions and mutual covenants herein contained and for good and valuable consideration IT IS AGREED as follows:

Contract
Latam Airlines Group S.A. • May 26th, 2016 • Air transportation, scheduled • New York

THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT'"). OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE. IN ADDITION, THIS EQUIPMENT NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION AGREEMENT REFERRED TO HEREIN.

SCHEDULE I
Participation Agreement • May 26th, 2016 • Latam Airlines Group S.A. • Air transportation, scheduled

The following documents (a) through (g) (hereinafter collectively referred to as the “6698 Documents”) and (h) and (i) (hereinafter collectively referred to as the “Representative Chilean and Brazilian Mortgages Agreements”) have been filed as exhibits to this filing: (a) Participation Agreement (6698), dated as of July 29, 2015, among LATAM Airlines Group S.A., Parina Leasing Limited, Wilmington Trust Company, as Pass Through Trustee under each of the Pass Through Trust Agreements in effect as of the date thereof, Wilmington Trust Company, as Subordination Agent, Wilmington Trust Company, as Loan Trustee, and Wilmington Trust Company, in its individual capacity as set forth therein (filed as Exhibit 4.8), (b) Indenture and Security Agreement (6698), dated as of July 29, 2015, between Parina Leasing Limited and Wilmington Trust Company, as Loan Trustee (filed as Exhibit 4.9), (c) Indenture Supplement (6698) No. 1, dated July 29, 2015, between Parina Leasing Limited and Wilmington Trust

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