SUBSCRIPTION AND PAYMENT AGREEMENT HOLDCO II S.A.Subscription and Payment Agreement • May 8th, 2012 • Holdco II S.A. • Air transportation, scheduled • New York
As of [*] [*], 2012, between Holdco II S.A. (“Holdco II”), R.U.T n° 76.153.208-1, a sociedad anónima incorporated and existing under the laws of the Republic of Chile, domiciled, for this purposes, in street Nueva Tajamar 555, floor 4, Las Condes county, Santiago, on the one hand, and, on the other, JPMorgan Chase Bank, N.A., a national banking association organized under the laws of the United States , domiciled, for this purposes, in New York, New York, United States (“USA”), solely acting in its capacity as exchange agent (the “Agent”) for the common and preferred American Depositary Shares (“TAM ADSs”) and shares of TAM S.A. (collectively, all of the TAM ADSs and TAM shares received by the Agent being the “TAM Securities”) and depositary of the ADSs representing ordinary shares of LAN Airlines S.A. (“LAN”) (the “Depositary” and, together with it acting in its Agent capacity, the “Subscriptor”), and in no other capacity and for no other purposes, it has been agreed the following:
