SHAREHOLDERS AGREEMENT Among COSTA VERDE AERONÁUTICA S.A., INVERSIONES MINERAS DEL CANTÁBRICO S.A. and TEP CHILE S.A. Dated as of ______, 2011Shareholders 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”).
SHAREHOLDERS AGREEMENTShareholders 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
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 AircraftLetter 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”);
myEnginesTM DIGITAL SERVICES AGREEMENT Between LAN Airlines S.A. And GE ENGINE SERVICES, LLC Reference Number 1-2457695506 December 17, 2010Digital Services Agreement • May 5th, 2011 • Lan Airlines SA • Air transportation, scheduled • New York
Customer shall make all fee payments due under this Agreement in United States Dollars via wire transfer to the bank account designated below. Such payment shall be immediately available for use and without any right of set-off or deduction:
GENERAL TERMS AGREEMENT NO. CFM-1-2377460475General Terms Agreement • May 5th, 2011 • Lan Airlines SA • Air transportation, scheduled • New York
Base prices for Spare Engines and Option Spare Engines delivered according to the Spare Engine Delivery Schedule, shall be as set forth in Attachment C hereto, and shall be subject to adjustment for escalation in accordance with the escalation formula set forth in Attachment D hereto.
AMENDMENT No. 6 TO THE SECOND A320 FAMILY PURCHASE AGREEMENT BETWEEN LAN AIRLINES S.A. AND AIRBUS S.A.S.Letter Agreement • May 5th, 2011 • Lan Airlines SA • Air transportation, scheduled • England
With respect to the 2010 Incremental Aircraft, the provisions contained in Clause 4.1 of the Second A320 Family Purchase Agreement are hereby cancelled and replaced by the following quoted provisions:
SHAREHOLDERS AGREEMENT Between LAN AIRLINES S.A. and TEP CHILE S.A.Shareholders Agreement • May 5th, 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”).
SHAREHOLDERS AGREEMENT Among LAN AIRLINES S.A., TEP CHILE S.A., and [HOLDCO 1] Dated as of ______, 2011Shareholders Agreement • May 5th, 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”).
Supplemental Agreement No. 1 (“SA-1”) to Purchase Agreement No. 3256 between THE BOEING COMPANY and LAN AIRLINES S.A. Relating to Boeing Model 787-916/787-816 AircraftLetter Agreement • May 5th, 2011 • Lan Airlines SA • Air transportation, scheduled
The product of the daily interest rate (computed by dividing the annual interest rate in effect for each day by 360 days) times the entire amount of advance payments received by Boeing for such Aircraft. The annual interest rate in effect for each day shall be computed using the thirty day U.S. dollar London Interbank Rate (LIBOR) [***]. Such interest will compound monthly and will be due and payable each calendar quarter, in arrears with any unpaid residual interest due at (x) actual delivery or (y) upon termination as specified in paragraph 4 below.
RATE PER FLIGHT HOUR ENGINE SHOP MAINTENANCE SERVICES AGREEMENT BETWEEN CFM INTERNATIONAL, INC. AND LAN AIRLINES S.A.Engine Shop Maintenance Services Agreement • May 5th, 2011 • Lan Airlines SA • Air transportation, scheduled • New York
CFM will provide or cause to be provided, at no cost to LAN, on-site support (“OSS”, as described in Exhibit J hereto) for scheduled or unscheduled line maintenance Services that are not otherwise considered to be Covered Services, up to a maximum of [***] per installed Engine per year during the term of the Service Agreement. LAN may carry over a [***] of the unused hours from each year to the next year. LAN shall be entitled to apply the man hours available to it under this Article 5.2.1 in settlement of non-labor related expenses (e.g., travel time, shipping, materials, etc.) incurred by CFM OSS. For this purpose, [***] accrued in such non-labor related expenses shall be deemed to be equivalent to one OSS man hour.
Supplemental Agreement No. 2 to Purchase Agreement No. 3194 between The Boeing Company and LAN AIRLINES S.A. Relating to Boeing Model 777-FREIGHTER AircraftLetter Agreement • May 5th, 2011 • Lan Airlines SA • Air transportation, scheduled
THIS SUPPLEMENTAL AGREEMENT, entered into as of the ___ day of November of 2010, by and between THE BOEING COMPANY, a Delaware corporation with offices in Seattle, Washington, (hereinafter called “Boeing”) and LAN AIRLINES S.A., a Chilean corporation (hereinafter called “Customer”).
