Latam Airlines Group S.A. Sample Contracts

Latam Airlines Group S.A. – AMENDMENT N°22 TO THE A320/A330 PURCHASE AGREEMENT BETWEEN AIRBUS S.A.S. AND LATAM AIRLINES GROUP S.A. REF: CT1242567 (March 30th, 2017)

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

Latam Airlines Group S.A. – AMENDMENT No.4 TO THE A320 NEO FAMILY PURCHASE AGREEMENT BETWEEN LATAM AIRLINES GROUP S.A. (formerly known as LAN AIRLINES S.A.) AND AIRBUS S.A.S. (March 30th, 2017)
Latam Airlines Group S.A. – Supplemental Agreement No. 6 to Purchase Agreement No. 3256 between THE BOEING COMPANY and LATAM AIRLINES GROUP S.A. Relating to Boeing Model 787-916/787-816 Aircraft (March 30th, 2017)

THIS SUPPLEMENTAL AGREEMENT, entered into as of May 27, 2016, (“Supplemental Agreement Number 6” or “SA-6”) by and between THE BOEING COMPANY, a Delaware corporation (Boeing), and LATAM Airlines Group S.A. (formerly having the legal name LAN Airlines S.A. and doing business as LAN Airlines), a Chilean corporation (Customer);

Latam Airlines Group S.A. – 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 (March 30th, 2017)

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,

Latam Airlines Group S.A. – 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 (March 29th, 2017)

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,

Latam Airlines Group S.A. – AMENDMENT No.4 TO THE A320 NEO FAMILY PURCHASE AGREEMENT BETWEEN LATAM AIRLINES GROUP S.A. (formerly known as LAN AIRLINES S.A.) AND AIRBUS S.A.S. (March 29th, 2017)
Latam Airlines Group S.A. – AMENDMENT N°22 TO THE A320/A330 PURCHASE AGREEMENT BETWEEN AIRBUS S.A.S. AND LATAM AIRLINES GROUP S.A. REF: CT1242567 (March 29th, 2017)

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

Latam Airlines Group S.A. – Supplemental Agreement No. 6 to Purchase Agreement No. 3256 between THE BOEING COMPANY and LATAM AIRLINES GROUP S.A. Relating to Boeing Model 787-916/787-816 Aircraft (March 29th, 2017)

THIS SUPPLEMENTAL AGREEMENT, entered into as of May 27, 2016, (“Supplemental Agreement Number 6” or “SA-6”) by and between THE BOEING COMPANY, a Delaware corporation (Boeing), and LATAM Airlines Group S.A. (formerly having the legal name LAN Airlines S.A. and doing business as LAN Airlines), a Chilean corporation (Customer);

Latam Airlines Group S.A. – REGISTRATION RIGHTS AGREEMENT (May 26th, 2016)

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”).

Latam Airlines Group S.A. – Dated as of May 29, 2015 between LATAM AIRLINES GROUP S.A., and WILMINGTON TRUST COMPANY, as Trustee, to PASS THROUGH TRUST AGREEMENT Dated as of May 29, 2015 LATAM Pass Through Trust 2015-1B LATAM Pass Through Certificates, Series 2015-1B (May 26th, 2016)

This TRUST SUPPLEMENT NO. 2015-1B, dated as of May 29, 2015 (as amended from time to time, the “Trust Supplement”), between LATAM AIRLINES GROUP S.A., an open stock corporation (sociedad anónima abierta) organized under the laws of the Republic of Chile (together with any successor in interest pursuant to Section 5.02 of the Basic Agreement, the “Company” or “LATAM”) and WILMINGTON TRUST COMPANY, a Delaware trust company, not in its individual capacity but solely as trustee (together with any successor in interest and any successor or other trustee appointed as provided in the Basic Agreement, the “Trustee”) under the Pass Through Trust Agreement, dated as of May 29, 2015, between the Company and the Trustee (the “Basic Agreement”).

Latam Airlines Group S.A. – INTERCREDITOR AGREEMENT (May 26th, 2016)

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”).

Latam Airlines Group S.A. – DATED AS OF ____29 May___ 2015 LATAM AIRLINES GROUP S.A. and MAPLESFS LIMITED PUT OPTION AGREEMENT (May 26th, 2016)
Latam Airlines Group S.A. – 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 (May 26th, 2016)

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").

Latam Airlines Group S.A. – 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 Pass Through Trust Agreements WILMINGTON TRUST COMPANY, as Subordination Agent WILMINGTON TRUST, NATIONAL ASSOCIATION, as Escrow Agent WILMINGTON TRUST COMPANY, as Paying Agent and MAPLESFS LIMITED, as Put & Call Trustee (May 26th, 2016)

LEASE SECURITY ASSIGNMENT, dated as __________________ of 201[•] (the "Agreement"), between [PARINA LEASING LIMITED/RAYADOR LEASING LIMITED/CUCLILLO LEASING LIMITED/CANASTERO LEASING LIMITED] (the "Grantor") and WILMINGTON TRUST COMPANY, not in its individual capacity but solely as loan trustee (the "Loan Trustee").

Latam Airlines Group S.A. – AIRCRAFT MORTGAGE AGREEMENT1 PARINA LEASING LIMITED TO WILMINGTON TRUST COMPANY, AS LOAN TRUSTEE (May 26th, 2016)

IN SANTIAGO, CHILE, on 29 July 2015, before me, MARIA GLORIA ACHARAN TOLEDO, a Chilean lawyer, Notary Public [ ], with office on Calle Matias Cousino 150, Office 647, 6th Floor, there appears: /i/ Mr. DANIEL IGNACIO PARODI NEBREDA, a Chilean lawyer, single, national identification card number 16,368,440-3, domiciled in Avenida El Golf 40, 20th Floor, Las Condes, Santiago, Chile, acting under special power of attorney on behalf of WILMINGTON TRUST COMPANY, a Delaware trust company, hereinafter the “Loan Trustee”, not in its individual capacity but solely as Loan Trustee for the Secured Parties, as defined below, on one side; and, on the other /ii/ Ms. MARÍA DEL PILAR DUARTE PEÑA, a Chilean lawyer, single, national identification card number 9,465,711, domiciled Huidobro Building, Avenida Presidente Riesco 5711, [●] Floor, Las Condes, Santiago, Chile, acting under special power of attorney on behalf of PARINA LEASING LIMITED, an exempted limited liability company incorporated under the l

Latam Airlines Group S.A. – PARTICIPATION AGREEMENT (MSN 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, WILMINGTON TRUST COMPANY, as Subordination Agent, WILMINGTON TRUST COMPANY, as Loan Trustee, and WILMINGTON TRUST COMPANY, in its individual capacity as set forth herein One Airbus A321-200 Model Aircraft Chilean Registration No. CC-BEE (May 26th, 2016)

This PARTICIPATION AGREEMENT (MSN 6698) (“Agreement”), dated as of July 29, 2015, is made by and among LATAM AIRLINES GROUP S.A., a corporation organized under the laws of the Chile (together with its successors and permitted assigns, “LATAM” or the “Lessee”), 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”), WILMINGTON TRUST COMPANY, a Delaware trust company (in its individual capacity, together with its successors and permitted assigns, “WTC”), not in its individual capacity except as otherwise expressly provided in any of the Financing Agreements or the Pass Through Documents, but solely as Pass Through Trustee under each of the Pass Through Trust Agreements (such terms and other capitalized terms used herein without definition being defined as provided in Section 1.01), WILMINGTON TRUST COMPANY, a Delaware trust company, as subordination agent and tr

Latam Airlines Group S.A. – REGISTRATION RIGHTS AGREEMENT (May 26th, 2016)

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”).

Latam Airlines Group S.A. – DATED AS OF ___29 May______ 2015 LATAM AIRLINES GROUP S.A. and MAPLESFS LIMITED PUT OPTION AGREEMENT (May 26th, 2016)
Latam Airlines Group S.A. – 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 (May 26th, 2016)

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").

Latam Airlines Group S.A. – 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 (May 26th, 2016)

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").

Latam Airlines Group S.A. – PASS THROUGH TRUST AGREEMENT Dated as of May 29, 2015 between LATAM AIRLINES GROUP S.A. and WILMINGTON TRUST COMPANY, as Trustee (May 26th, 2016)

This PASS THROUGH TRUST AGREEMENT, dated as of May 29, 2015 (the “Basic Agreement”), between LATAM Airlines Group S.A., an open stock corporation (sociedad anónima abierta) organized under the laws of the Republic of Chile (the “Company”), and Wilmington Trust Company, a Delaware trust company, as Trustee, is made with respect to the formation from time to time of separate LATAM Pass Through Trusts, and the issuance from time to time of separate series of Pass Through Certificates representing fractional undivided interests in the respective Trusts.

Latam Airlines Group S.A. – LEASE SUPPLEMENT NO. 1 (May 26th, 2016)

THIS LEASE SUPPLEMENT No. 1 dated ____July 29_____, 2015 (this "Lease Supplement") is between PARINA LEASING LIMITED an exempted company organized with limited liability under the laws of the Cayman Islands, as lessor (the "Lessor"), and LATAM AIRLINES GROUP S.A. (formerly having the legal name LAN Airlines S.A. and doing business as LAN Airlines), a company organized under the laws of the Republic of Chile, as lessee (the "Lessee").

Latam Airlines Group S.A. – Dated as of May 29, 2015 between LATAM AIRLINES GROUP S.A., and WILMINGTON TRUST COMPANY, as Trustee, to PASS THROUGH TRUST AGREEMENT Dated as of May 29, 2015 LATAM Pass Through Trust 2015-1A LATAM Pass Through Certificates, Series 2015-1A (May 26th, 2016)

This TRUST SUPPLEMENT NO. 2015-1A, dated as of May 29, 2015 (as amended from time to time, the “Trust Supplement”), between LATAM AIRLINES GROUP S.A., an open stock corporation (sociedad anónima abierta) organized under the laws of the Republic of Chile (together with any successor in interest pursuant to Section 5.02 of the Basic Agreement, the “Company” or “LATAM”) and WILMINGTON TRUST COMPANY, a Delaware trust company, not in its individual capacity but solely as trustee (together with any successor in interest and any successor or other trustee appointed as provided in the Basic Agreement, the “Trustee”) under the Pass Through Trust Agreement, dated as of May 29, 2015, between the Company and the Trustee (the “Basic Agreement”).

Latam Airlines Group S.A. – DATED AS OF __29 May__________ 2015 LATAM AIRLINES GROUP S.A. and MAPLESFS LIMITED PUT OPTION AGREEMENT (May 26th, 2016)
Latam Airlines Group S.A. – 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 (May 26th, 2016)

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”).

Latam Airlines Group S.A. – LEASE AGREEMENT MSN 6698 One (1) Airbus A321-200 Aircraft with manufacturer’s serial number 6698, its associated Engines and Chilean Registration mark CC-BEE (May 26th, 2016)

THIS LEASE AGREEMENT MSN 6698 dated as of 22 July, 2015 (this “Lease”) is between PARINA LEASING LIMITED an exempted company incorporated under the laws of the Cayman Islands, as lessor (the “Lessor”), and LATAM AIRLINES GROUP S.A. (formerly having the legal name LAN Airlines S.A. and doing business as LAN Airlines), a company organized under the laws of the Republic of Chile, as lessee (the “Lessee”).

Latam Airlines Group S.A. – INDENTURE SUPPLEMENT (6698) NO. 1 (May 26th, 2016)

WHEREAS, the Indenture and Security Agreement (6698), dated as of July 29, 2015 (the “Indenture”; capitalized terms used herein without definition shall have the meanings specified therefor in Annex A to the Indenture), between the Owner and Wilmington Trust Company, not in its individual capacity, except as expressly provided therein, but solely as Loan Trustee (the “Loan Trustee”), provides for the execution and delivery of supplements thereto substantially in the form hereof which shall particularly describe the Aircraft, and shall specifically grant a security interest in the Aircraft to the Loan Trustee; and

Latam Airlines Group S.A. – AIRCRAFT MORTGAGE AGREEMENT Dated October 21, 2015 between PARINA LEASING LIMITED, as Owner, And WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Loan Trustee, as Mortgagee One (1) Airbus A321-200 Aircraft Brazilian Registration Mark "PT-XPJ" Manufacturer's Series No. 6798 (May 26th, 2016)

AIRCRAFT MORTGAGE AGREEMENT (this "Mortgage"), dated as of October 21, 2015, between PARINA LEASING LIMITED, an exempted company incorporated and existing under the laws of the Cayman Islands having its registered office at c/o MaplesFS Limited, PO Box 1093, Queensgate House, George Town, Grand Cayman, KY1-1102 Cayman Islands, as Owner (hereinafter referred to as the "Owner") and WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Loan Trustee, acting through its office at 1100 North Markel Street, Wilmington, Delaware 19890-1605, as loan trustee for, inter alios, the Secured Parties (as defined below) as Mortgagee (hereinafter referred to as the "Mortgagee").

Latam Airlines Group S.A. – 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 (May 26th, 2016)

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

Latam Airlines Group S.A. – DATED AS OF ___29 May__________ 2015 LATAM AIRLINES GROUP S.A. and MAPLESFS LIMITED PUT OPTION AGREEMENT (May 26th, 2016)
Latam Airlines Group S.A. – Supplemental Agreement No. 4 to Purchase Agreement No. 3256 between THE BOEING COMPANY and LATAM AIRLINES GROUP S.A. Relating to Boeing Model 787-916/787-816 Aircraft (April 29th, 2016)

THIS SUPPLEMENTAL AGREEMENT, entered into as of April ____, 2015, (“Supplemental Agreement Number 4” or “ SA-4”) by and between THE BOEING COMPANY, a Delaware corporation (Boeing), and LATAM Airlines Group S.A. (formerly having the legal name LAN Airlines S.A. and doing business as LAN Airlines), a Chilean corporation (Customer);

Latam Airlines Group S.A. – 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 (April 29th, 2016)

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

Latam Airlines Group S.A. – AMENDMENT N°20 (April 29th, 2016)

This Amendment No. 20 is made as of the 3rd day of June 2015 to the A320/A330 Purchase Agreement signed on November 14, 2006 (as subsequently amended, supplemented, novated or otherwise modified),

Latam Airlines Group S.A. – AMENDMENT N°4 TO THE A350 XWB PURCHASE AGREEMENT BETWEEN AIRBUS S.A.S. as Seller AND LATAM AIRLINES GROUP S.A. as Buyer REF: D10013836 (April 29th, 2016)

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,

Latam Airlines Group S.A. – 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 (April 1st, 2015)

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