EX-4.12 11 s103312_ex4-12.htm EXHIBIT 4-12

Exhibit 4.12

LEASE SUPPLEMENT NO. 1

CERTAIN OF THE RIGHT, TITLE AND INTEREST OF LESSOR IN AND TO THIS LEASE SUPPLEMENT HAS BEEN ASSIGNED TO, AND IS SUBJECT TO A SECURITY INTEREST IN FAVOR OF, THE LOAN TRUSTEE REFERRED TO IN THE INDENTURE. THIS LEASE SUPPLEMENT HAS BEEN EXECUTED IN SEVERAL COUNTERPARTS. TO THE EXTENT, IF ANY, THAT THIS LEASE SUPPLEMENT CONSTITUTES TANGIBLE CHATTEL PAPER (AS SUCH TERM IS DEFINED IN THE UNIFORM COMMERCIAL CODE OR SIMILAR LEGISLATION AS IN EFFECT IN ANY APPLICABLE JURISDICTION), NO SECURITY INTEREST IN THIS LEASE SUPPLEMENT MAY BE PERFECTED THROUGH THE TRANSFER OR POSSESSION OF ANY COUNTERPART HEREOF OTHER THAN THE ORIGINAL COUNTERPART. THE COUNTERPART TO BE DEEMED THE ORIGINAL COUNTERPART SHALL BE THE COUNTERPART THAT CONTAINS THE RECEIPT THEREFOR EXECUTED BY THE LOAN TRUSTEE.

LEASE SUPPLEMENT NO. 1

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").

WITNESSETH:

WHEREAS, the Lessor and the Lessee have heretofore entered into that certain Lease Agreement MSN 6698 dated as of 22 July, 2015 relating to one (1) Airbus model A321-200 Aircraft (herein called the "Lease"; capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Lease); and

WHEREAS, the Lease provides for the execution and delivery of a Lease Supplement, for the purpose of leasing the Aircraft under the Lease.

NOW, THEREFORE, in consideration of the premises and other good and sufficient consideration, the relevance and adequacy of which are hereby acknowledged, the Lessor and the Lessee hereby agree as follows:

1. On the Delivery Date, the Lessor will deliver and lease to the Lessee under the Lease, and the Lessee will accept and lease from the Lessor under the Lease, the following described aircraft (the "Aircraft"), which as of the Delivery Date will consist of the following components:

(i) one (1) Airbus model A321-200 airframe bearing manufacturer's serial number 6698 and Chilean registration mark CC-BEE;

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(ii) two (2) CFM56-5B3/3 engines bearing manufacturer's serial numbers 569903 and 569901, respectively;

(iii) all the Parts from time to time installed on the Airframe; and

(iv) the Manuals and Technical Records.

2. The parties confirm that the Delivery Date for the Aircraft is 29 July 2015.

3. The parties confirm that the term for the Aircraft shall commence on the Delivery Date and end on 15 November 2027.

4. The "Series A Installment," "Series B Installment" and "Note Value" in respect of each Basic Rent Payment Date are set forth on Schedules 1 and 2 hereto, respectively.

5. The parties confirm that the Initial Basic Rent Installment payable for the Aircraft is $8,690,433.

6. All of the terms and provisions of the Lease are hereby incorporated by reference in this Lease Supplement to the same extent as if fully set forth herein.

7. The Lessee confirms that the nameplates and other markings required under Section 8(e) of the Lease have been affixed or will be affixed within ten (10) days of the Delivery Date on the Aircraft.

8. This Lease Supplement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

9. This Lease Supplement shall be governed by, and construed in accordance with, the laws of the State of New York, United States of America.

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IN WITNESS WHEREOF, the Lessor and the Lessee have caused this Lease Supplement to be duly executed by their respective representatives hereunto duly authorized, as of the date and year first above written.

	PARINA LEASING LIMITED

	By:	/s/ Nina Moreno
		Name: Nine Moreno
		Title: Attorney-in-Fact

	LATAM AIRLINES GROUP S.A.

	By:	/s/ Nina Moreno
		Name: Nine Moreno
		Title: Attorney-in-Fact

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In London, on _28 July____2015 before I, ____Sebastian Lorenzini Aracena appears NINA MORENO, nationality ___British______, passport number ____503043344__________. The lease supplement between Parina Leasing Limited and LATAM Airlines Group S.A. in respect of the aircraft with MSN 6698 is being entered into.

[Seal and stamp]

/s/ Sebastian Lorenzini Aracena

Cónsul de Chile

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Receipt of this original counterpart No. 1 is acknowledged by:

WILMINGTON TRUST COMPANY,
not in its individual capacity, but solely as Loan Trustee

By:	/s/ Drew H. Davis
	Name: Drew H. Davis
	Title: Assistant Vice President

By:
	Name:
	Title:

Certain of the right, title and interest in and to this Lease Supplement of the Lessor has been assigned to and is subject to a security interest in favor of Wilmington Trust Company, as the Loan Trustee, under the Indenture. This Lease Supplement has been executed in several counterparts. To the extent, if any, that this Lease Supplement constitutes chattel paper (as such term is defined in the Uniform Commercial Code or similar legislation as in effect in any applicable jurisdiction), no security interest in this Lease Supplement may be created through the transfer of possession of any counterpart other than the original. The counterpart to be deemed the original shall be the counterpart that contains the receipt therefor executed by the Loan Trustee on the signature pages thereof, and no security interest in this Lease Supplement may be perfected through the transfer of any counterpart other than said original counterpart. See the Lease for information concerning the rights of the holders of the various counterparts hereof.

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SCHEDULE 1 TO LEASE SUPPLEMENT MSN 6698

BASIC RENT INSTALLMENTS

Basic Rent Payment Date	Series A Installment		Series B Installment

August 15, 2015		297,529.87		61,712.00
November 15, 2015		352,338.00		73,080.00
February 15, 2016		352,338.00		73,080.00
May 15, 2016		2,033,265.90		841,954.04
August 15, 2016		775,750.21		229,298.47
November 15, 2016		2,271,075.86		103,792.40
February 15, 2017		750,650.92		103,328.71
May 15, 2017		745,975.41		102,865.02
August 15, 2017		741,299.30		96,756.93
November 15, 2017		736,622.58		225,524.65
February 15, 2018		731,945.20		223,643.92
May 15, 2018		727,267.16		221,762.84
August 15, 2018		722,588.43		219,881.35
November 15, 2018		717,908.97		217,999.52
February 15, 2019		713,228.77		216,117.26
May 15, 2019		749,515.24		214,234.60
August 15, 2019		744,393.09		212,351.48
November 15, 2019		739,269.94		210,467.94
February 15, 2020		734,145.75		208,583.91
May 15, 2020		729,020.49		206,699.40
August 15, 2020		723,894.11		204,814.38
November 15, 2020		718,766.54		202,928.84
February 15, 2021		713,637.78		201,042.72
May 15, 2021		708,507.75		199,156.03
August 15, 2021		703,376.38		197,268.74
November 15, 2021		698,243.64		195,380.83
February 15, 2022		693,109.48		193,492.24
May 15, 2022		687,973.80		191,602.99
August 15, 2022		682,836.56		207,905.24
November 15, 2022		677,697.70		242,182.84
February 15, 2023		672,557.13		239,659.95
May 15, 2023		667,414.79		291,686.35
August 15, 2023		662,270.59		270,348.87
November 15, 2023		657,124.44		1,143,923.71
February 15, 2024		651,976.27		-
May 15, 2024		646,825.98		-
August 15, 2024		641,673.47		-
November 15, 2024		636,518.63		-
February 15, 2025		631,361.36		-
May 15, 2025		626,201.55		-
August 15, 2025		621,039.06		-
November 15, 2025		615,873.79		-
February 15, 2026		610,705.58		-
May 15, 2026		605,534.29		-

Basic Rent Payment Date	Series A Installment		Series B Installment

August 15, 2026		600,359.78		-
November 15, 2026		595,181.88		-
February 15, 2027		590,000.41		-
May 15, 2027		584,815.21		-
August 15, 2027		579,626.06		-
November 15, 2027		9,302,907.56		-

SCHEDULE 2 TO LEASE SUPPLEMENT MSN 6698

NOTE VALUE

The Note Value payable under the Lease are those amounts stated below, are exclusive of the Basic Rent expressed to be payable on the relevant Basic Rent Payment Date, and are subject to adjustment in accordance with the provisions of the numbered paragraphs set out below.

Delivery Date and Basic Rent Payment Dates	Note Value
5/29/2015		40,052,000.00
7/1/2015		40,052,000.00
8/15/2015		40,052,000.00
11/15/2015		40,052,000.00
2/15/2016		40,052,000.00
5/15/2016		37,602,198.06
8/15/2016		36,996,267.81
11/15/2016		35,014,032.06
2/15/2017		34,531,840.55
5/15/2017		34,049,694.32
8/15/2017		33,573,238.83
11/15/2017		32,967,662.88
2/15/2018		32,362,162.94
5/15/2018		31,756,740.84
8/15/2018		31,151,398.51
11/15/2018		30,546,137.88
2/15/2019		29,940,961.01
5/15/2019		29,294,902.53
8/15/2019		28,648,942.27
11/15/2019		28,003,082.73
2/15/2020		27,357,326.49
5/15/2020		26,711,676.24
8/15/2020		26,066,134.74
11/15/2020		25,420,704.86
2/15/2021		24,775,389.58
5/15/2021		24,130,191.97
8/15/2021		23,485,115.22
11/15/2021		22,840,162.63
2/15/2022		22,195,337.63
5/15/2022		21,550,643.77
8/15/2022		20,887,892.52
11/15/2022		20,188,906.94
2/15/2023		19,490,081.52
5/15/2023		18,736,870.47
8/15/2023		18,002,027.62
11/15/2023		16,390,849.15
2/15/2024		15,910,976.80
5/15/2024		15,431,216.08
8/15/2024		14,951,570.38
11/15/2024		14,472,043.24
2/15/2025		13,992,638.33
5/15/2025		13,513,359.48
8/15/2025		13,034,210.69
11/15/2025		12,555,196.11
2/15/2026		12,076,320.09
5/15/2026		11,597,587.16
8/15/2026		11,119,002.05
11/15/2026		10,640,569.69
2/15/2027		10,162,295.26
5/15/2027		9,684,184.15
8/15/2027		9,206,242.02

1. The Note Value specified in this Schedule 2 is applicable only to the respective Basic Rent Payment Dates set out above in relation to which it is specified.

2. Where the Note Value becomes payable on, and is required to be calculated as of, any date other than a Basic Rent Payment Date then the Note Value in respect of such other date shall be an amount in Dollars equal to the amount set out above alongside the immediately preceding Basic Rent Payment Date (or the Delivery Date, if the Note Value becomes payable prior to the first Basic Rent Payment Date) plus interest thereon calculated at the rate of interest specified in Section 2.02 of the Indenture for the number of days from and including such immediately preceding Basic Rent Payment Date (or the Delivery Date) to but excluding the date on which such Note Value becomes payable and calculated on the basis of a 360 day year comprised of twelve 30-day months.