INTERCREDITOR AGREEMENTIntercreditor Agreement • May 26th, 2016 • Latam Airlines Group S.A. • Air transportation, scheduled • New York
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”).
PASS THROUGH TRUST AGREEMENT Dated as of May 29, 2015 between LATAM AIRLINES GROUP S.A. and WILMINGTON TRUST COMPANY, as TrusteeThrough Trust Agreement • May 26th, 2016 • Latam Airlines Group S.A. • Air transportation, scheduled • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 26th, 2016 • Latam Airlines Group S.A. • Air transportation, scheduled • New York
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. as Shareholder and WILMINGTON TRUST COMPANY, not in its individual capacity but solely as SUBORDINATION AGENT, as SUBORDINATION AGENT Call Option AgreementCall Option Agreement • May 26th, 2016 • Latam Airlines Group S.A. • Air transportation, scheduled • New York
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").
DATED AS OF ___29 May______ 2015 LATAM AIRLINES GROUP S.A. and MAPLESFS LIMITED PUT OPTION AGREEMENTPut Option Agreement • May 26th, 2016 • Latam Airlines Group S.A. • Air transportation, scheduled • New York
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-BEEIndenture and Security Agreement • May 26th, 2016 • Latam Airlines Group S.A. • Air transportation, scheduled • New York
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”).
ContractLatam Airlines Group S.A. • May 26th, 2016 • Air transportation, scheduled • New York
THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT'"). OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE. IN ADDITION, THIS EQUIPMENT NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION AGREEMENT REFERRED TO HEREIN.
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...Purchase Agreement • May 26th, 2016 • Latam Airlines Group S.A. • Air transportation, scheduled • New York
This NOTE PURCHASE AGREEMENT, dated as of May 29, 2015, is made by and among (i) LATAM AIRLINES GROUP S.A., a company incorporated under the laws of the Republic of Chile (“LATAM” or “Lessee”), (ii) PARINA LEASING LIMITED, an exempted limited liability company incorporated under the laws of the Cayman Islands (the “2015 Narrowbody Owner”), (iii) CUCLILLO LEASING LIMITED, an exempted limited liability company incorporated under the laws of the Cayman Islands (the “2016 Narrowbody Owner”), (iv) RAYADOR LEASING LIMITED, an exempted limited liability company incorporated under the laws of the Cayman Islands (the “2015 Widebody Owner”), (v) CANASTERO LEASING LIMITED, an exempted limited liability company incorporated under the laws of the Cayman Islands (the “2016 Widebody Owner” and together with the 2015 Narrowbody Owner, the 2016 Narrowbody Owner and the 2015 Widebody Owner, collectively, the “Owners” and each, individually, an “Owner”), (vi) WILMINGTON TRUST COMPANY (“WTC”), a Delaware
ContractLatam Airlines Group S.A. • May 26th, 2016 • Air transportation, scheduled • New York
THIS EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT'"). OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS EITHER REGISTERED UNDER THE ACT AND SUCH APPLICABLE STATE OR OTHER LAWS OR EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE. IN ADDITION, THIS EQUIPMENT NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFER PURSUANT TO THE PARTICIPATION AGREEMENT REFERRED TO HEREIN.
SCHEDULE IParticipation Agreement • May 26th, 2016 • Latam Airlines Group S.A. • Air transportation, scheduled
The following documents (a) through (g) (hereinafter collectively referred to as the “6698 Documents”) and (h) and (i) (hereinafter collectively referred to as the “Representative Chilean and Brazilian Mortgages Agreements”) have been filed as exhibits to this filing: (a) Participation Agreement (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 in effect as of the date thereof, Wilmington Trust Company, as Subordination Agent, Wilmington Trust Company, as Loan Trustee, and Wilmington Trust Company, in its individual capacity as set forth therein (filed as Exhibit 4.8), (b) Indenture and Security Agreement (6698), dated as of July 29, 2015, between Parina Leasing Limited and Wilmington Trust Company, as Loan Trustee (filed as Exhibit 4.9), (c) Indenture Supplement (6698) No. 1, dated July 29, 2015, between Parina Leasing Limited and Wilmington Trust
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 2015-1BTrust Agreement • May 26th, 2016 • Latam Airlines Group S.A. • Air transportation, scheduled • New York
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”).
AIRCRAFT MORTGAGE AGREEMENT1 PARINA LEASING LIMITED TO WILMINGTON TRUST COMPANY, AS LOAN TRUSTEELatam Airlines Group S.A. • May 26th, 2016 • Air transportation, scheduled
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
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...Aircraft Mortgage Agreement • May 26th, 2016 • Latam Airlines Group S.A. • Air transportation, scheduled
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").
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 2015-1ATrust Agreement • May 26th, 2016 • Latam Airlines Group S.A. • Air transportation, scheduled • New York
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”).
INDENTURE SUPPLEMENT (6698) NO. 1Indenture Supplement • May 26th, 2016 • Latam Airlines Group S.A. • Air transportation, scheduled • New York
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
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...Participation Agreement • May 26th, 2016 • Latam Airlines Group S.A. • Air transportation, scheduled • New York
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
LEASE AGREEMENT MSN 6698 One (1) Airbus A321-200 Aircraft with manufacturer’s serial number 6698, its associated Engines and Chilean Registration mark CC-BEELease Agreement • May 26th, 2016 • Latam Airlines Group S.A. • Air transportation, scheduled
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”).
