REGISTRATION RIGHTS AGREEMENT Dated April 25, 2007 between TAM CAPITAL INC., and THE GUARANTORS NAMED HEREIN and CITIGROUP GLOBAL MARKETS INC. and UBS SECURITIES LLC as the Representatives of the several Initial PurchasersRegistration Rights Agreement • August 31st, 2007 • Tam S.A. • Air transportation, scheduled • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) dated as of April 25, 2007 among TAM Capital Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), the Guarantors (as defined herein) and Citigroup Global Markets Inc. and UBS Securities LLC, as the Representatives (the “Representatives”) of the several Initial Purchasers (as defined below).
EXCHANGE AGENT AGREEMENTExchange Agent Agreement • August 31st, 2007 • Tam S.A. • Air transportation, scheduled • New York
TAM Capital Inc. a Cayman Island corporation (the “Company”) proposes to make an offer (the “Exchange Offer”) to exchange up to $300,000,000 aggregate principal amount of its registered 7.375% Senior Guaranteed Notes due 2017 (the “New Notes”), for a like principal amount of its outstanding unregistered 7.375% Senior Guaranteed Notes due 2017 (the “Old Notes”). The Old Notes were issued and the New Notes will be issued under an indenture dated as of April 25, 2007, among the Company, TAM S.A. and TAM Linhas Aereas S.A., each as a guarantor (each a “Guarantor” and collectively, the “Guarantors”) and The Bank of New York, as Trustee, Registrar, Transfer Agent and Principal Paying Agent. The terms and conditions of the Exchange Offer as currently contemplated are set forth in (i) a prospectus dated September ___, 2007 (the “Prospectus”), forming a part of the registration statement of the Company on Form F-4 (File No. [ ]), as amended, (the “Registration Statement”) filed with the Securit
TAM CAPITAL INC. as Issuer the GUARANTORS party hereto THE BANK OF NEW YORK, as Trustee, Registrar, Transfer Agent and Principal Paying Agent and THE BANK OF NEW YORK (LUXEMBOURG) S.A. as Luxembourg Paying Agent and Transfer Agent INDENTURE Dated as...Indenture • August 31st, 2007 • Tam S.A. • Air transportation, scheduled • New York
INDENTURE, dated as of April 25, 2007, among TAM CAPITAL 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, as Trustee, Registrar, Transfer Agent and Principal Paying Agent and THE BANK OF NEW YORK (LUXEMBOURG) S.A., as Luxembourg Paying Agent and Transfer Agent.
