TAM S.A.
Exhibit 4.15
January 12, 2012
By Facsimile
Xx. Xxxxxxxx, 000, Xxxx 0
00000-000
Xxx Xxxxx – XX, Xxxxxx
Attention: Marco Antonio Bologna
Turci Advogados
Xxx Xx. Xxxxxx Xxxx xx Xxxxxx, 000
-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 the condition 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,
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/s/ Roberto Alvo Milosawlewitsch /s/ Enrique Cueto Plaza |
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/s/ Juan José Cueto Plaza |
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Name: Roberto Alvo Milosawlewitsch and Enrique Cueto Plaza Title: Senior Vice President - Strategic Planning and Chief Executive Officer
On behalf of Lan Airlines S.A. |
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Name: Juan José Cueto Plaza Title: Director
On behalf of Inversiones Mineras del Cantábrico S.A.
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/s/ Juan José Cueto Plaza |
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Name: Juan José Cueto Plaza Title: Director
On behalf of Costa Verde Aeronáutica S.A.
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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:
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/s/ Marco Antonio Bologna |
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Name: Marco Antonio Bologna and Libano Miranda Barroso Title: Chief Executive Officer and Chief Financial Officer |
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On behalf of TAM S.A. |
| /s/ Maria Cláudia Oliveira Amaro /s/ Maurício Rolim Amaro |
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Name: Maria Cláudia Oliveira Amaro and Maurício Rolim Amaro Title: Executive Director and Executive Director |
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On behalf of TAM Empreendimentos E Participações S.A. |
| /s/ Noemy Almeida Oliveira Amaro |
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Noemy Almeida Oliveira Amaro |
| /s/ Maria Cláudia Oliveira Amaro |
| Maria Cláudia Oliveira Amaro |
| /s/ Maurício Rolim Amaro |
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Maurício Rolim Amaro |
| /s/ João Francisco Amaro |
| João Francisco Amaro |
Cc: Clifford Chance XX XXX
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Sarah Jones
Anand Saha
Sullivan & Cromwell LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Xxxxxx Xxxxxx of America
Attention: Sergio Galvis
Duncan McCurrach
