jlg Doc 1511 Filed 12/18/20 Entered 12/18/20 13:22:30 Main Document Pg 1 of 2

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Richard J. Cooper

Lisa M. Schweitzer

Luke A. Barefoot

Thomas S. Kessler

CLEARY GOTTLIEB STEEN & HAMILTON LLP

One Liberty Plaza

New York, New York 10006

Telephone: (212) 225-2000

Facsimile: (212) 225-3999

Counsel to the Debtors

and Debtors-in-Possession

UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

In re:

Chapter 11 LATAM Airlines Group S.A., et al.,

Case No.: 20-11254

Debtors.

1

_{Jointly Administered}

Related Docket No. 1265

NOTICE OF FILING OF AMENDED EXHIBITS TO THE

DEBTORS’ MOTION FOR AN ORDER AUTHORIZING THE DEBTORS TO

IMPLEMENT CERTAIN TRANSACTIONS, INCLUDING ENTRY INTO LEASE

AMENDMENT AGREEMENTS WITH VERMILLION AVIATION (TWO) LIMITED

1 _{The Debtors in these Chapter 11 Cases, along with the last four digits of each Debtor’s tax identification} number (as applicable), are: LATAM Airlines Group S.A. (59-2605885); Lan Cargo S.A. (98-0058786); Transporte Aéreo S.A. (96-9512807); Inversiones Lan S.A. (96-5758100); Technical Training LATAM S.A. (96-847880K); LATAM Travel Chile II S.A. (76-2628945); Lan Pax Group S.A. (96-9696800); Fast Air Almacenes de Carga S.A. (96-6315202); Línea Aérea Carguera de Colombia S.A. (26-4065780); Aerovías de Integración Regional S.A. (98-0640393); LATAM Finance Ltd. (N/A); LATAM-Airlines Ecuador S.A. (98-0383677); Professional Airline Cargo Services, LLC (35-2639894); Cargo Handling Airport Services LLC (30-1133972); Maintenance Service Experts LLC (30-1130248); Lan Cargo Repair Station LLC (83-0460010); Prime Airport Services, Inc. (59-1934486); Professional Airline Maintenance Services LLC (37-1910216); Connecta Corporation (20-5157324); Peuco Finance Ltd. (N/A); Latam Airlines Perú S.A. (52-2195500); Inversiones Aéreas S.A. (N/A); Holdco Colombia II SpA (76-9310053); Holdco Colombia I SpA (76-9336885); Holdco Ecuador S.A. (76-3884082); Lan Cargo Inversiones S.A. (96-9696908); Lan Cargo Overseas Ltd. (85-7752959); Mas Investment Ltd. (85-7753009); Professional Airlines Services Inc. 0623014); Piquero Leasing Limited (N/A); TAM S.A. (N/A); TAM Linhas Aéreas S.A. (65-0773334); Aerolinhas Brasileiras S.A. (98-0177579); Prismah Fidelidade Ltda. (N/A); Fidelidade Viagens e Turismo S.A. (27-2563952); TP Franchising Ltda. (N/A); Holdco I S.A. (76-1530348) and Multiplus Corretora de Seguros Ltda. (N/A). For the purpose of these Chapter 11 Cases, the service address for the Debtors is: 6500 NW 22nd Street Miami, FL 33131.

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2 PLEASE TAKE NOTICE that on October 28, 2020, the above-captioned debtors and

debtors-in-possession (the “Debtors”) filed the Motion for an Order Authorizing the Debtors to

Implement Certain Transactions, Including Entry into Lease Amendment Agreements with

Vermillion Aviation (Two) Limited, Docket No. 1265 (the “Motion”) and included the Lease

Amendment Agreements, in redacted form, as Exhibits B, C, D, and E

2

_{to the Motion.}

PLEASE TAKE FURTHER NOTICE that on December 18, 2020 the Debtors filed

revised versions of Exhibits B, C, D, and E

3

_{to the Motion to incorporate changes as a result of}

the Second Stipulation and Order Between Debtors and Aircraft Counterparties Concerning

Certain Aircraft that has been entered into between the parties, along with blacklines to the most

recently filed versions. The Debtors also filed a revised Proposed Order and blackline to the

most recently filed version, attached hereto as Exhibit 5.

Dated: December 18, 2020

New York, New York

/s/ Lisa M. Schweitzer

_{Richard J. Cooper}

Lisa M. Schweitzer

Luke A. Barefoot

Thomas S. Kessler

CLEARY GOTTLIEB STEEN & HAMILTON LLP

One Liberty Plaza

New York, New York 10006

Telephone: (212) 225-2000

Facsimile: (212) 225-3999

Counsel to the Debtors and Debtors-in-Possession

2 _{Exhibit B to the Motion is the MSN 6689 Lease Amendment Agreement, Exhibit C is the MSN 6712 Lease} Amendment Agreement, Exhibit D is the MSN 6871 Lease Amendment Agreement, and Exhibit E is the MSN 6876 Lease Amendment Agreement.

3_{Amended Exhibit B to the Motion is attached hereto as Exhibit 1, Amended Exhibit C to the Motion is attached} hereto as Exhibit 2, Amended Exhibit D to the Motion is attached hereto as Exhibit 3, and Amended Exhibit E to the Motion is attached hereto as Exhibit 4.

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EXHIBIT 1 Amended Exhibit B

MSN 6689 Lease Amendment Agreement

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1

LEASE AMENDMENT AGREEMENT MSN 6689

THIS LEASE AMENDMENT AGREEMENT (this “Amendment Agreement") is made on 14 December,

2020.

BETWEEN

VERMILLION AVIATION (TWO) LIMITED, a company duly incorporated under the laws of Ireland and

having its registered office and its principal place of business located at 28-29 Sir John Rogerson’s Quay, Dublin 2, Ireland (the “Lessor”); and

LATAM AIRLINES GROUP S.A., a corporation organised and existing under the laws of Chile whose

principal place of business is at Edificio Huidobro, Avenida Presidente Riesco 5711, piso 19, Las Condes, Santiago, Chile (the "Lessee").

WHEREAS: The Lessor and the Lessee are entering into this Amendment Agreement to, among other

things, amend the basis upon which Basic Rent is payable under the Lease Agreement and agree certain other amendments to the Lease Agreement.

Accordingly, in consideration of the mutual agreements herein contained, the Lessor and the Lessee hereby agree as follows:

1 Definitions 1.1 Definitions

1.1.1 In this Amendment Agreement, unless otherwise defined herein or the context requires otherwise, words and expressions defined in the Lease Agreement shall have the same meanings when used herein.

1.1.2 In this Amendment Agreement, the following words and expressions have the following meanings:

Aircraft means that Airbus A320-214 aircraft with manufacturer’s serial number 6689 as more

particularly described in the Lease Agreement;

Amended Lease Agreement means the Lease Agreement as amended by this Amendment

Agreement;

Amendment Effective Date means the later of the date upon which an order is entered by the

Bankruptcy Court approving this Amendment Agreement and the date upon which an order is entered by the Bankruptcy Court approving the Second Stipulation (as defined below);

Assumption Date means the date upon which the Amended Lease Agreement shall be assumed

by Lessee through its plan of reorganization pursuant to Sections 365 and 1123(b)(2) of the United States Bankruptcy Code, which shall occur upon the effective date of Lessee’s plan of reorganization;

Bankruptcy Court means the United States Bankruptcy Court for the Southern District of New

York;

Chapter 11 Cases means those certain chapter 11 proceedings under Title 11 of the United

States Code, 11 U.S.C. §101 et. seq., of the Lessee and its affiliated debtors and debtors-in-possession filed on 26 May 2020, 7 July 2020 and 9 July 2020 in the Bankruptcy Court;

First Stipulation means the First Stipulation and Order Between Debtors and Aircraft

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1123(b)(2) of the United States Bankruptcy Code, as applicable, other than following the occurrence of a Rejection Event (as defined below).

6 No repossession by Lessor

In consideration of the agreement reached between the Parties in this Amendment Agreement, the Lessor hereby waives any right it may have under the Lease Agreement, the First Stipulation or the Second Stipulation to repossess the Aircraft or terminate the Stipulation Period, as defined in the First Stipulation or Second Stipulation, as applicable; provided, however, that the foregoing waiver shall be of no effect if the Lessee seeks to reject the Lease Agreement under clauses 5 and 9 hereof or otherwise.

7 Cure amount

In full and final satisfaction of all claims and cure of all defaults arising under the Lease Agreement, this Amendment Agreement or the Amended Lease Agreement for the period between the Petition Date and the Assumption Date, the Parties agree that Lessor shall be entitled to payment of the PBH Rate during the PBH Period and, following the expiration of the PBH Period, the Basic Rent as amended by clause 4 of this Amendment Agreement, and that Lessor shall be entitled to assert a general prepetition unsecured claim against the Lessee for any amounts arising from defaults prior to the Petition Date, subject to Lessee’s right to object to the amount of such claim. Any such claim shall be filed by no later than 30 days after the Amendment Effective Date.

The difference between (i) the amount of Basic Rent that would have been payable under the terms of the Lease Agreement or the Amended Lease Agreement and other operative documents and (ii) the amount of rent actually received or that will be received by Lessor during the PBH Period based on the PBH Rate shall not constitute a claim against the Lessee. For the avoidance of doubt, Lessor waives its right to claim for any difference between the PBH Rent and the Basic Rent of the Lease Agreement or the Amended Lease Agreement. However, if a Rejection Event occurs and Lessee subsequently rejects the Lease Agreement or the Amended Lease Agreement, as applicable, then the Lessor shall be entitled to assert a general prepetition unsecured claim against the Lessee for any difference between the PBH Rent and the Rent of the Lease Agreement or the Amended Lease Agreement, as applicable, subject to Lessee’s right to object to the amount of such claim. Any such claim shall be filed by no later than 30 days after Lessee’s rejection of the Lease Agreement or the Amended Lease Agreement.

The Parties also agree that any usage maintenance payments that accrued prior to the Petition Date shall be asserted solely as a general prepetition unsecured claim. Any such claims shall be filed by no later than 30 days after the Amendment Effective Date. Nevertheless, any redelivery payments under the Amended Lease Agreement shall be calculated to cover the period from the Petition Date to the Expiry Date.

8 Plan Treatment of Amended Lease Agreement

Subject to the limitations set forth below, any plan of reorganization filed by Lessee shall provide that the Assumption Date shall occur and the Amended Lease Agreement shall become fully binding on Lessee upon the effective date of a plan of reorganization for the Lessee and the Amended Lease Agreement shall be assumed by Lessee upon such date.

9 Rejection due to failure to emerge from Chapter 11

Notwithstanding anything in this Amendment Agreement to the contrary, in the event (i) Lessee announces that it has permanently discontinued all scheduled passenger service, or (ii) if, prior to, upon, or in connection with, the confirmation of a chapter 11 plan of reorganization, Lessee consummates a sale or sales of all or substantially all of its assets, (iii) Lessee’s Chapter 11 case is dismissed or converted to a case under chapter 7 of the United States Bankruptcy Code, or (iv) Lessee fails to achieve the effective date of its chapter 11 plan of reorganization (where each of

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(i) through (iv) shall constitute a “Rejection Event”), Lessee may reject the Lease Agreement or, as applicable, the Amended Lease Agreement.

10 Bankruptcy Court Approval

This Amendment Agreement is binding upon the Parties upon execution in accordance with its terms, subject only in the case of the Lessee to it obtaining an order of the Bankruptcy Court approving the Amendment Agreement.

For the avoidance of doubt, the approval of this Amendment Agreement by the Bankruptcy Court shall not constitute an assumption of the Amended Lease Agreement, where it shall be assumed under a chapter 11 plan of reorganization, subject to the occurrence of a Rejection Event.

11 Lease Amendments

11.1 Save as amended by this Amendment Agreement, all other terms of the Lease Agreement shall remain unchanged. For the avoidance of doubt, until the Assumption Date, the Parties agree to abide by the terms of the First Stipulation or Second Stipulation, as applicable, and their rights shall be determined by its terms, provided that, notwithstanding anything in the First Stipulation or the Second Stipulation, as applicable, to the contrary, (i) from and after the end of the PBH Period, the Lessee’s payment of the Basic Rent under the Amended Lease Agreement shall satisfy in full Lessee’s obligations under, as applicable (a) the First Stipulation to pay for or otherwise owe (including the obligation to satisfy any administrative claims in Lessee’s chapter 11 proceedings) for usage of the Aircraft or (b) the Second Stipulation to pay for or otherwise owe (including the obligation to satisfy any administrative claims in Lessee’s chapter 11 proceedings) the PBH Rate and as applicable, the Maintenance Usage (as such terms are defined in the Second Stipulation) under the Second Stipulation, and (ii) subject to the provisions of clause 7, the terms of the Amended Lease Agreements with respect to heavy maintenance shall supersede the provisions of the First Stipulation or Second Stipulation, as applicable, that apply to heavy maintenance of the Aircraft.

11.2 Notwithstanding the provisions of clause 11.1 of this Amendment Agreement, the Parties acknowledge and agree that they have reached commercial agreement on the positions contained in the Schedule to this Amendment Agreement subject only to the drafting changes needed to amend the Lease Agreement to incorporate such commercial positions.

12 Miscellaneous

12.1 Governing Law and Jurisdiction

This Amendment Agreement, and any non-contractual obligations connected with it, are governed by the laws of England and the provisions of clause 20.13 (Submission to Jurisdiction) of the Lease Agreement shall apply to this Amendment Agreement as if set out in full herein with only the necessary changes provided that the Bankruptcy Court shall have exclusive jurisdiction to hear disputes arising from or related to this Amendment Agreement during the pendency of the Chapter 11 Case.

12.2 Counterparts

This Amendment Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 12.3 Third Parties

A person who is not a party to this Amendment Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

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This Amendment Agreement is an Operative Document.

IN WITNESS WHEREOF the Parties hereto have executed this Amendment Agreement the day and

year first above written.

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The Lessor

VERMILLION AVIATION (TWO) LIMITED

By:_________________________________ Authorised Signatory

The Lessee

LATAM AIRLINES GROUP S.A.

2011254jlg Doc 15111 Filed 12/18/20 Entered 12/18/20 13:22:30 Exhibit 1

-Amended Exhibit B MSN 6689 Lease Amendment Agreement Pg 9 of 23

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SCHEDULE

Additional Lease Amendments

Subleasing Rights: Clause 9.3 of the Lease Agreement is hereby amended to reflect that in addition to the subleasing rights set forth in the Lease Agreement,

Transfer, Assignment, Novation:

Lessee shall (subject to the provisos below) have the option, at its own expense (and shall cover all of the reasonable and documented costs and expenses of Lessor, including any costs and expenses required to ensure the perfection of the owner/lessor’s interest and the interest of the Lenders in the state of registration), upon sixty (60) days prior written notice to Lessor, transfer and/or assign, novate, or otherwise dispose of, all or any part of its right title and interest in and to the Amended Lease Agreement and any other Operative Document to an affiliate of the Lessee as set forth below:

- LATAM-Airlines Ecuador S.A.

- Aerovías de Integración Regional S.A. (doing business as LAN Colombia)

- Lan Argentina S.A - LATAM Airlines Perú S.A.

- Transporte Aéreo S.A. (doing business as LAN Express) - TAM Linhas Aéreas S.A. and its affiliates; and

- Any other company that in the future becomes an affiliate of the Lessee, because:

a) It is controlled, directly or indirectly, by the Lessee; or

b) More than half of its issued share capital is beneficially owned, directly or indirectly, by the Lessee; or

c) It is a subsidiary of another Leasing Affiliate,

and in each case, such company must not be subject to an insolvency proceeding, provided that no event related to the Chapter 11 Cases shall be considered for purposes of this definition.

Lessee’s right to novate/assign or transfer is conditioned on confirmation from Lessor, acting reasonably, with fifteen (15) business days upon receipt of Lessee’s notice (which shall not be unreasonably withheld or delayed), that the following conditions are satisfied to Lessor’s complete satisfaction:

(i) The novation/assignment/transfer and related documents will be satisfactory to Lessor, acting reasonably (including without limitation the novation/assignment/transfer agreement and, insurance certificate).

(ii) No Default or Event of Default has occurred and is continuing under the Amended Lease Agreement and entering into the novation/assignment/transfer agreement will not cause a Default or Event of Default, provided that no event related to the Chapter 11 Cases

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shall be considered a Default or an Event of Default for purposes of this section (iii).

(iii) Deliver to Lessor and Lender (if any) a legal opinion from Lessor’s local counsel to Lessor’s and Lenders’ satisfaction (each acting reasonably) confirming that Lessor’s, owner’s and Lenders interest are protected in the new state of registration.

(iv) The novation/assignment or transfer would not cause an increase in or additional payment obligations of owner, Lessor or Lenders (including with respect to Taxes).

(v) The transfer will not violate any applicable laws. (vi) Lessee or another subsidiary or affiliate of Lessee

(acceptable to Lessor), shall provide Lessor a guarantee of new lessee’s obligations under the Amended Lease Agreement as novated/assigned/transferred.

Illegality:

The Lease Agreement is hereby amended by adding a new subclause 17.7:

17.7 if a Lessor Illegality Event and a Lessee Illegality Event occur, meaning that it is illegal for both parties to continue with the leasing of the Aircraft on the basis contemplated by the Lease Agreement, the Lessor and the Lessee shall consult with each other for a period of up to

and use best efforts to restructure the Lease Agreement in order to avoid such illegality provided that, if the parties are unable to reach agreement by the expiry of such period (or such other date as they may agree), the Lessee shall be entitled to return the Aircraft in “as is, where is” condition.

Modifications to Aircraft:

Lessor will permit Lessee, at Lessee’s cost, to install a Wi-Fi antenna on the Aircraft, provided that Lessee provides Lessor with the STC and will make best commercial efforts to supply EASA and Aviation Authority acceptable engineering for removal of such Wi-Fi antenna, if available. Section 1 (c) of Schedule 5 of the Lease Agreement shall be amended to reflect that in the event the Lessor requests the removal of the Wi-Fi antenna installed by Lessee during the Term resulting in reduced inspection intervals, the reduced inspection interval associated with the removal of the Wi-Fi antenna will be acceptable to Lessor.

PMAs: Redelivery Conditions:

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10 #37059332.2 Performance of Maintenance:

Notwithstanding what is set forth in the First Stipulation or Second Stipulation, during the PBH Period and the Term, the Lessee hereby agrees to perform, at its cost and expense, all maintenance in accordance with the terms of the Lease Agreement.

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EXHIBIT 1

Amended Exhibit B

MSN 6689 Lease Amendment Agreement

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1 BD #37301683 v1

THIS LEASE AMENDMENT AGREEMENT (this “Amendment Agreement") is made on 26 October14 December, 2020.

BETWEEN

VERMILLION AVIATION (TWO) LIMITED, a company duly incorporated under the laws of Ireland and having its registered office and its principal place of business located at 28-29 Sir John Rogerson’s Quay, Dublin 2, Ireland (the “Lessor”); and

LATAM AIRLINES GROUP S.A., a corporation organised and existing under the laws of Chile whose principal place of business is at Edificio Huidobro, Avenida Presidente Riesco 5711, piso 19, Las Condes, Santiago, Chile (the "Lessee").

WHEREAS: The Lessor and the Lessee are entering into this Amendment Agreement to, among other things, amend the basis upon which Basic Rent is payable under the Lease Agreement and agree certain other amendments to the Lease Agreement.

1 Definitions

1.1 Definitions

1.1.2 In this Amendment Agreement, the following words and expressions have the following meanings: Aircraft means that Airbus A320-214 aircraft with manufacturer’s serial number 6689 as more particularly described in the Lease Agreement;

Amended Lease Agreement means the Lease Agreement as amended by this Amendment Agreement;

Amendment Effective Date means the later of the date upon which an order is entered by the Bankruptcy Court approving this Amendment Agreement and the date upon which an order is entered by the Bankruptcy Court approving the Second Stipulation (as defined below);

Assumption Date means the date upon which the Amended Lease Agreement shall be assumed by Lessee through its plan of reorganization pursuant to Sections 365 and 1123(b)(2) of the United States Bankruptcy Code, which shall occur upon the effective date of Lessee’s plan of reorganization;

Bankruptcy Court means the United States Bankruptcy Court for the Southern District of New York;

Bar Date means the last date upon which creditors may file a proof of claim, established pursuant

to orders entered in the Lessee’s current chapter 11 case.

Chapter 11 Cases means those certain chapter 11 proceedings under Title 11 of the United States Code, 11 U.S.C. §101 et. seq., of the Lessee and its affiliated debtors and debtors-in-possession filed on 26 May 2020, 7 July 2020 and 9 July 2020 in the Bankruptcy Court;

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5 No rejection by Lessee

In consideration of the agreement reached between the Parties in this Amendment Agreement, the Lessee hereby agrees it shall not exercise any right it may have to reject the Lease Agreement under the First Stipulation or the Second Stipulation, as applicable, or Sections 365 and/or 1123(b)(2) of the United States Bankruptcy Code, as applicable, other than following the occurrence of a Rejection Event (as defined below).

6 No repossession by Lessor

7 Cure amount

The Parties also agree that any usage maintenance payments that accrued prior to the Petition Date shall be asserted solely as a general prepetition unsecured claim. Any such claims shall be filed by the Barno later than 30 days after the Amendment Effective Date. Nevertheless, any redelivery payments under the Amended Lease Agreement shall be calculated to cover the period from the Petition Date to the Expiry Date.

8 Plan Treatment of Amended Lease Agreement

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9 Rejection due to failure to emerge from Chapter 11

Notwithstanding anything in this Amendment Agreement to the contrary, in the event (i) Lessee announces that it has permanently discontinued all scheduled passenger service, or (ii) if, prior to, upon, or in connection with, the confirmation of a chapter 11 plan of reorganization, Lessee consummates a sale or sales of all or substantially all of its assets, (iii) Lessee’s Chapter 11 case is dismissed or converted to a case under chapter 7 of the United States Bankruptcy Code, or (iv) Lessee fails to achieve the effective date of its chapter 11 plan of reorganization (where each of (i) through (iv) shall constitute a “Rejection Event”), Lessee may reject the Lease Agreement or, as applicable, the Amended Lease Agreement.

10 Bankruptcy Court Approval

11 Lease Amendments

11.1 Save as amended by this Amendment Agreement, all other terms of the Lease Agreement shall remain unchanged. For the avoidance of doubt, until the Assumption Date, the Parties agree to abide by the terms of the First Stipulation or Second Stipulation, as applicable, and their rights shall be determined by its terms, provided that, notwithstanding anything in the First Stipulation or the Second Stipulation, as applicable, to the contrary, (i) the first PBH Report (as defined in the Second Stipulation) shall additionally detail the usage from the date of this Amendment Agreement through the end of the calendar month immediately preceding the Report Date (as defined in the Second Stipulation) for such PBH Report, which usage shall be paid by Lessee, and (ii) from and after the end of the PBH Period, the Lessee’s payment of the Basic Rent under the Amended Lease Agreement shall satisfy in full Lessee’s obligations under, as applicable (a) the First Stipulation to pay for or otherwise owe (including the obligation to satisfy any administrative claims in Lessee’s chapter 11 proceedings) for usage of the Aircraft or (b) the Second Stipulation to pay for or otherwise owe (including the obligation to satisfy any administrative claims in Lessee’s chapter 11 proceedings) the PBH Rate and as applicable, the Maintenance Usage (as such terms are defined in the Second Stipulation) under the Second Stipulation, as applicable, and (cii) subject to the provisions of clause 7, the terms of the Amended Lease Agreements with respect to heavy maintenance shall supersede the provisions of the First Stipulation or Second Stipulation, as applicable, that apply to heavy maintenance of the Aircraft. 11.2 Notwithstanding the provisions of clause 11.1 of this Amendment Agreement, the Parties acknowledge and agree that they have reached commercial agreement on the positions contained in the Schedule to this Amendment Agreement subject only to the drafting changes needed to amend the Lease Agreement to incorporate such commercial positions.

12 Miscellaneous

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12.4 Operative Document

IN WITNESS WHEREOF the Parties hereto have executed this Amendment Agreement the day and year first above written.

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The Lessor

VERMILLION AVIATION (TWO) LIMITED By:_________________________________ Authorised Signatory

The Lessee

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EXHIBIT 2

Amended Exhibit C

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1

THIS LEASE AMENDMENT AGREEMENT (this “Amendment Agreement") is made on 14 December, 2020.

BETWEEN

VERMILLION AVIATION (TWO) LIMITED, a company duly incorporated under the laws of Ireland and having its registered office and its principal place of business located at 28-29 Sir John Rogerson’s Quay, Dublin 2, Ireland (the “Lessor”); and

LATAM AIRLINES GROUP S.A., a corporation organised and existing under the laws of Chile whose principal place of business is at Edificio Huidobro, Avenida Presidente Riesco 5711, piso 19, Las Condes, Santiago, Chile (the "Lessee").

1 Definitions

1.1 Definitions

Amendment Effective Date means the later of the date upon which an order is entered by the Bankruptcy Court approving this Amendment Agreement and the date upon which an order is entered by the Bankruptcy Court approving the Second Stipulation (as defined below);

Chapter 11 Cases means those certain chapter 11 proceedings under Title 11 of the United States Code, 11 U.S.C. §101 et. seq., of the Lessee and its affiliated debtors and debtors-in-possession filed on 26 May 2020, 7 July 2020 and 9 July 2020 in the Bankruptcy Court;

First Stipulation means the First Stipulation and Order Between Debtors and Aircraft Counterparties Concerning Certain Aircraft, dated 05 June 2020;

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Lease Agreement means the Aircraft Lease Agreement entered into between Lessor and Lessee in respect of the leasing of the Aircraft dated 3rd_{September 2019;}

Parties means each of the Lessor and the Lessee;

PBH Period means the period from the Petition Date through

;

PBH Rate means the rent for any usage of any item of Aircraft Equipment, as defined in the First Stipulation and superseded by the Second Stipulation, once approved by the Bankruptcy Court, during the PBH Period on a power by the hour basis pursuant to the rates set forth in Exhibit B of the Second Stipulation and applicable to such item of Aircraft Equipment.

Petition Date means the date on which Lessee filed its Chapter 11 Cases;

Second Stipulation means the Second Stipulation and Order Between Debtors and Aircraft Counterparties Concerning Certain Aircraft that relates to the Aircraft that was executed by the Parties on 9 December 2020; and

United States Bankruptcy Code means Section 101 et seq. of Title 11 of the United States Code.

1.2 Interpretation

The provisions of Clause 1.2 of the Lease Agreement shall apply to this Amendment Agreement as if set out in full herein.

2 PBH Period

During the PBH Period, the Lessee agrees to pay to Lessor, an amount equal to the PBH Rate per Flight Hour in full satisfaction of Lessee’s obligation to pay for usage of the Aircraft pursuant to Section C of the First Stipulation, and once the Second Stipulation is approved by the Bankruptcy Court an amount equal to the PBH Rate per Flight Hour in accordance with the terms set forth in Exhibit B to the Second Stipulation.

3 Amendment to Term/Expiry Date

3.1 The Lessor and the Lessee agree that this Amendment Agreement will be effective on the Amendment Effective Date. For the avoidance of doubt, during the PBH Period the Lessee shall pay the rent for usage as calculated pursuant to clause 2 above and Lessee’s other obligations shall be determined according to clause 11 below.

3.2 The Lessor and the Lessee agree that the definition of Expiry Date in the Lease Agreement shall be amended as specified in clause 3.3.1 of this Amendment Agreement.

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3.5 Subject to clause 9.3 of the Amended Lease Agreement and following the amendment of the Expiry Date pursuant to clause 3.3 and 3.4 of this Amendment Agreement, the Lessor agrees to cooperate with Lessee and provide its consent (which shall not be unreasonably withheld or delayed) to extend the expiry date of any sublease and interchange agreement executed by the Lessee to align with the Expiry Date under the Amended Lease Agreement.

4 Amendment to Rent payable under the Lease Agreement

4.1

4.2 If the Lessee does not satisfy the accumulated Flight Hours thresholds set out in clause 4.1 of this Amendment Agreement, or if Lessee elects 30 June 2022 as the Expiry Date pursuant to clause 3.2, then the Basic Rent under the Amended Lease Agreement shall be US$185,000 per month during the Term following the expiry of the PBH Period.

4.3 For the avoidance of doubt, during the PBH Period any payment made by Lessee to Lessor on account of Flight Hours flown shall not exceed per month.

4.4 For the avoidance of doubt, during the PBH Period, Basic Rent shall be paid in arrears as set out in the First Stipulation and in accordance with the terms set forth in Exhibit B to the Second Stipulation, once approved by the Bankruptcy Court. Following the Assumption Date, the Basic Rent shall be paid in advance pursuant to the terms of the Lease Agreement.

5 No rejection by Lessee

In consideration of the agreement reached between the Parties in this Amendment Agreement, the Lessee hereby agrees it shall not exercise any right it may have to reject the Lease Agreement under the First Stipulation or the Second Stipulation, as applicable, or Sections 365 and/or

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1123(b)(2) of the United States Bankruptcy Code, as applicable, other than following the occurrence of a Rejection Event (as defined below).

6 No repossession by Lessor

7 Cure amount

The Parties also agree that any usage maintenance payments that accrued prior to the Petition Date shall be asserted solely as a general prepetition unsecured claim. Any such claims shall be filed by no later than 30 days after the Amendment Effective Date. Nevertheless, any redelivery payments under the Amended Lease Agreement shall be calculated to cover the period from the Petition Date to the Expiry Date.

8 Plan Treatment of Amended Lease Agreement

9 Rejection due to failure to emerge from Chapter 11

Notwithstanding anything in this Amendment Agreement to the contrary, in the event (i) Lessee announces that it has permanently discontinued all scheduled passenger service, or (ii) if, prior to, upon, or in connection with, the confirmation of a chapter 11 plan of reorganization, Lessee consummates a sale or sales of all or substantially all of its assets, (iii) Lessee’s Chapter 11 case is dismissed or converted to a case under chapter 7 of the United States Bankruptcy Code, or (iv) Lessee fails to achieve the effective date of its chapter 11 plan of reorganization (where each of

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(i) through (iv) shall constitute a “Rejection Event”), Lessee may reject the Lease Agreement or, as applicable, the Amended Lease Agreement.

10 Bankruptcy Court Approval

11 Lease Amendments

11.1 Save as amended by this Amendment Agreement, all other terms of the Lease Agreement shall remain unchanged. For the avoidance of doubt, until the Assumption Date, the Parties agree to abide by the terms of the First Stipulation or Second Stipulation, as applicable, and their rights shall be determined by its terms, provided that, notwithstanding anything in the First Stipulation or the Second Stipulation, as applicable, to the contrary, (i) from and after the end of the PBH Period, the Lessee’s payment of the Basic Rent under the Amended Lease Agreement shall satisfy in full Lessee’s obligations under, as applicable (a) the First Stipulation to pay for or otherwise owe (including the obligation to satisfy any administrative claims in Lessee’s chapter 11 proceedings) for usage of the Aircraft or (b) the Second Stipulation to pay for or otherwise owe (including the obligation to satisfy any administrative claims in Lessee’s chapter 11 proceedings) the PBH Rate and as applicable, the Maintenance Usage (as such terms are defined in the Second Stipulation) under the Second Stipulation, and (ii) subject to the provisions of clause 7, the terms of the Amended Lease Agreements with respect to heavy maintenance shall supersede the provisions of the First Stipulation or Second Stipulation, as applicable, that apply to heavy maintenance of the Aircraft.

11.2 Notwithstanding the provisions of clause 11.1 of this Amendment Agreement, the Parties acknowledge and agree that they have reached commercial agreement on the positions contained in the Schedule to this Amendment Agreement subject only to the drafting changes needed to amend the Lease Agreement to incorporate such commercial positions.

12 Miscellaneous

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Mitsuhiro Umino Director

6 BD-#37301718-v1

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The Lessor

VERMILLION AVIATION (TWO) LIMITED

The Lessee

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SCHEDULE

Additional Lease Amendments

Subleasing Rights: Clause 9.3 of the Lease Agreement is hereby amended to reflect that in addition to the subleasing rights set forth in the Lease Agreement,

Transfer, Assignment, Novation:

Lessee shall (subject to the provisos below) have the option, at its own expense (and shall cover all of the reasonable and documented costs and expenses of Lessor, including any costs and expenses required to ensure the perfection of the owner/lessor’s interest and the interest of the Lenders in the state of registration), upon sixty (60) days prior written notice to Lessor, transfer and/or assign, novate, or otherwise dispose of, all or any part of its right title and interest in and to the Amended Lease Agreement and any other Operative Document to an affiliate of the Lessee as set forth below:

- LATAM-Airlines Ecuador S.A.

- Aerovías de Integración Regional S.A. (doing business as LAN Colombia)

- Lan Argentina S.A - LATAM Airlines Perú S.A.

- Transporte Aéreo S.A. (doing business as LAN Express) - TAM Linhas Aéreas S.A. and its affiliates; and

- Any other company that in the future becomes an affiliate of the Lessee, because:

a) It is controlled, directly or indirectly, by the Lessee; or

b) More than half of its issued share capital is beneficially owned, directly or indirectly, by the Lessee; or

c) It is a subsidiary of another Leasing Affiliate,

and in each case, such company must not be subject to an insolvency proceeding, provided that no event related to the Chapter 11 Cases shall be considered for purposes of this definition.

Lessee’s right to novate/assign or transfer is conditioned on confirmation from Lessor, acting reasonably, with fifteen (15) business days upon receipt of Lessee’s notice (which shall not be unreasonably withheld or delayed), that the following conditions are satisfied to Lessor’s complete satisfaction:

(i) The novation/assignment/transfer and related documents will be satisfactory to Lessor, acting reasonably (including without limitation the novation/assignment/transfer agreement and, insurance certificate).

(ii) No Default or Event of Default has occurred and is continuing under the Amended Lease Agreement and entering into the novation/assignment/transfer agreement will not cause a Default or Event of Default, provided that no event related to the Chapter 11 Cases

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shall be considered a Default or an Event of Default for purposes of this section (iii).

(iii) Deliver to Lessor and Lender (if any) a legal opinion from Lessor’s local counsel to Lessor’s and Lenders’ satisfaction (each acting reasonably) confirming that Lessor’s, owner’s and Lenders interest are protected in the new state of registration.

(iv) The novation/assignment or transfer would not cause an increase in or additional payment obligations of owner, Lessor or Lenders (including with respect to Taxes).

(v) The transfer will not violate any applicable laws. (vi) Lessee or another subsidiary or affiliate of Lessee

(acceptable to Lessor), shall provide Lessor a guarantee of new lessee’s obligations under the

Amended Lease Agreement as

novated/assigned/transferred. Illegality:

The Lease Agreement is hereby amended by adding a new subclause 17.7:

17.7 if a Lessor Illegality Event and a Lessee Illegality Event occur, meaning that it is illegal for both parties to continue with the leasing of the Aircraft on the basis contemplated by the Lease Agreement, the Lessor and the Lessee shall consult with each other for a period of up to

and use best efforts to restructure the Lease Agreement in order to avoid such illegality provided that, if the parties are unable to reach agreement by the expiry of such period (or such other date as they may agree), the Lessee shall be entitled to return the Aircraft in “as is, where is” condition.

Modifications to Aircraft:

Lessor will permit Lessee, at Lessee’s cost, to install a Wi-Fi antenna on the Aircraft, provided that Lessee provides Lessor with the STC and will make best commercial efforts to supply EASA and Aviation Authority acceptable engineering for removal of such Wi-Fi antenna, if available. Section 1 (c) of Schedule 5 of the Lease Agreement shall be amended to reflect that in the event the Lessor requests the removal of the Wi-Fi antenna installed by Lessee during the Term resulting in reduced inspection intervals, the reduced inspection interval associated with the removal of the Wi-Fi antenna will be acceptable to Lessor.

PMAs: Redelivery Conditions:

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10 #37059332.2 Performance of Maintenance:

Notwithstanding what is set forth in the First Stipulation or Second Stipulation, during the PBH Period and the Term, the Lessee hereby agrees to perform, at its cost and expense, all maintenance in accordance with the terms of the Lease Agreement.

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EXHIBIT 2

Amended Exhibit C

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THIS LEASE AMENDMENT AGREEMENT (this “Amendment Agreement") is made on 26 October14 December, 2020.

BETWEEN

VERMILLION AVIATION (TWO) LIMITED, a company duly incorporated under the laws of Ireland and having its registered office and its principal place of business located at 28-29 Sir John Rogerson’s Quay, Dublin 2, Ireland (the “Lessor”); and

LATAM AIRLINES GROUP S.A., a corporation organised and existing under the laws of Chile whose principal place of business is at Edificio Huidobro, Avenida Presidente Riesco 5711, piso 19, Las Condes, Santiago, Chile (the "Lessee").

1 Definitions

1.1 Definitions

Amendment Effective Date means the later of the date upon which an order is entered by the Bankruptcy Court approving this Amendment Agreement and the date upon which an order is entered by the Bankruptcy Court approving the Second Stipulation (as defined below);

Bar Date means the last date upon which creditors may file a proof of claim, established pursuant

to orders entered in the Lessee’s current chapter 11 case.

Chapter 11 Cases means those certain chapter 11 proceedings under Title 11 of the United States Code, 11 U.S.C. §101 et. seq., of the Lessee and its affiliated debtors and debtors-in-possession filed on 26 May 2020, 7 July 2020 and 9 July 2020 in the Bankruptcy Court;

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5 No rejection by Lessee

In consideration of the agreement reached between the Parties in this Amendment Agreement, the Lessee hereby agrees it shall not exercise any right it may have to reject the Lease Agreement under the First Stipulation or the Second Stipulation, as applicable, or Sections 365 and/or 1123(b)(2) of the United States Bankruptcy Code, as applicable, other than following the occurrence of a Rejection Event (as defined below).

6 No repossession by Lessor

7 Cure amount

The Parties also agree that any usage maintenance payments that accrued prior to the Petition Date shall be asserted solely as a general prepetition unsecured claim. Any such claims shall be filed by the Barno later than 30 days after the Amendment Effective Date. Nevertheless, any redelivery payments under the Amended Lease Agreement shall be calculated to cover the period from the Petition Date to the Expiry Date.

8 Plan Treatment of Amended Lease Agreement

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9 Rejection due to failure to emerge from Chapter 11

Notwithstanding anything in this Amendment Agreement to the contrary, in the event (i) Lessee announces that it has permanently discontinued all scheduled passenger service, or (ii) if, prior to, upon, or in connection with, the confirmation of a chapter 11 plan of reorganization, Lessee consummates a sale or sales of all or substantially all of its assets, (iii) Lessee’s Chapter 11 case is dismissed or converted to a case under chapter 7 of the United States Bankruptcy Code, or (iv) Lessee fails to achieve the effective date of its chapter 11 plan of reorganization (where each of (i) through (iv) shall constitute a “Rejection Event”), Lessee may reject the Lease Agreement or, as applicable, the Amended Lease Agreement.

10 Bankruptcy Court Approval

11 Lease Amendments

11.1 Save as amended by this Amendment Agreement, all other terms of the Lease Agreement shall remain unchanged. For the avoidance of doubt, until the Assumption Date, the Parties agree to abide by the terms of the First Stipulation or Second Stipulation, as applicable, and their rights shall be determined by its terms, provided that, notwithstanding anything in the First Stipulation or the Second Stipulation, as applicable, to the contrary, (i) the first PBH Report (as defined in the Second Stipulation) shall additionally detail the usage from the date of this Amendment Agreement through the end of the calendar month immediately preceding the Report Date (as defined in the Second Stipulation) for such PBH Report, which usage shall be paid by Lessee, and (ii) from and after the end of the PBH Period, the Lessee’s payment of the Basic Rent under the Amended Lease Agreement shall satisfy in full Lessee’s obligations under, as applicable (a) the First Stipulation to pay for or otherwise owe (including the obligation to satisfy any administrative claims in Lessee’s chapter 11 proceedings) for usage of the Aircraft or (b) the Second Stipulation to pay for or otherwise owe (including the obligation to satisfy any administrative claims in Lessee’s chapter 11 proceedings) the PBH Rate and as applicable, the Maintenance Usage (as such terms are defined in the Second Stipulation) under the Second Stipulation, as applicable, and (cii) subject to the provisions of clause 7, the terms of the Amended Lease Agreements with respect to heavy maintenance shall supersede the provisions of the First Stipulation or Second Stipulation, as applicable, that apply to heavy maintenance of the Aircraft. 11.2 Notwithstanding the provisions of clause 11.1 of this Amendment Agreement, the Parties acknowledge and agree that they have reached commercial agreement on the positions contained in the Schedule to this Amendment Agreement subject only to the drafting changes needed to amend the Lease Agreement to incorporate such commercial positions.

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The Lessor

VERMILLION AVIATION (TWO) LIMITED By:_________________________________ Authorised Signatory

The Lessee

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EXHIBIT 3

Amended Exhibit D

MSN 6871 Lease Amendment Agreement

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1

THIS LEASE AMENDMENT AGREEMENT (this “Amendment Agreement") is made on 14 December, 2020.

BETWEEN

VERMILLION AVIATION (TWO) LIMITED, a company duly incorporated under the laws of Ireland and having its registered office and its principal place of business located at 28-29 Sir John Rogerson’s Quay, Dublin 2, Ireland (the “Lessor”); and

LATAM AIRLINES GROUP S.A., a corporation organised and existing under the laws of Chile whose principal place of business is at Edificio Huidobro, Avenida Presidente Riesco 5711, piso 19, Las Condes, Santiago, Chile (the "Lessee").

1 Definitions

1.1 Definitions

Amendment Effective Date means the later of the date upon which an order is entered by the Bankruptcy Court approving this Amendment Agreement and the date upon which an order is entered by the Bankruptcy Court approving the Second Stipulation (as defined below);

Chapter 11 Cases means those certain chapter 11 proceedings under Title 11 of the United States Code, 11 U.S.C. §101 et. seq., of the Lessee and its affiliated debtors and debtors-in-possession filed on 26 May 2020, 7 July 2020 and 9 July 2020 in the Bankruptcy Court;

First Stipulation means the First Stipulation and Order Between Debtors and Aircraft Counterparties Concerning Certain Aircraft, dated 05 June 2020;