RECITAL:

AIRCRAFT LEASE AGREEMENT (MSN [_____]), dated February 21, 2014 (this “Aircraft Lease Agreement”), between:

Lessee has entered into the Aircraft Lease Shared Terms, dated on or about the date hereof (as previously amended and as amended in the future, the “ALST”) which is incorporated by reference in this Aircraft Lease Agreement.

Lessor and Lessee desire that Lessee lease the Aircraft from Lessor upon the terms and conditions of this Aircraft Lease Agreement.

The parties hereto agree as follows:

The following terms will have the following meanings:

“AD Amortization Period” means [****] months.

“AD Threshold Amount” means US$[****].

“Agreed Insurance Deductible Amount” means US$1,000,000.

“Agreed Liability Coverage Amount” means US$1,000,000,000.

“Agreed Insurance Value” means the amount set forth on the Acceptance Certificate, reducing by 3% of the then current amount on each annual insurance renewal after the first anniversary of the Delivery Date.

“Airframe Manufacturer” means The Boeing Company.

“Airframe Manufacturer Model” means an Airframe Manufacturer 777-300ER.

“Approved Permitted Air Carrier” means any carrier listed on Exhibit D to this Aircraft Lease Agreement.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for business in Santiago, São Paulo and New York.

“Commitment Fee Amount” means US$[****].

“Compliance Authority” means the FAA.

“Damage Notice Threshold” means US$2,000,000.

“Delivery Location” means a location to be mutually agreed by Lessor and Lessee.

“End of Lease Rent Rebate” means US$[****].

“Engine Basic Shop Visit” means, with respect to each Engine, any shop visit that (1) fully restores such Engine’s performance and service life using a workscope defined in accordance with recommendations and soft time limits of the then current version of the Engine Manufacturer’s workscope planning guide, such that such Engine can reasonably be expected (as determined by the Engine Manufacturer if Lessor and Lessee fail to agree) to run for the average meantime between performance restorations (based on Engine Manufacturer data) for engines of the same model as the Engine; and (2) results in a minimum life remaining on each Life-Limited Part in such Engine of 3,500 Engine Flight Cycles.

“Engine Manufacturer” means General Electric Company.

“Engine Manufacturer Model” means Engine Manufacturer model GE90-115B.

“Engine Thrust Limit” means 115,000 pounds.

“Final Delivery Date” means April 30, 2014, or such later date as Lessor and Lessee may agree in writing.

“Financing Party” means (1) each Person, if any, providing debt or equity financing or refinancing related to the Aircraft and (2) the Security Trustee, if any, in each case as notified to Lessee from time to time.

“General Indemnitee” means Lessor, Owner, Participant, Trust Company, Servicer, each Financing Party, and the successors and permitted transferees and assigns of each of the foregoing, and the directors, officers, corporate stockholders, partners, employees, contractors, servants and agents of each of the foregoing.

“Initial Sublessee” means TAM Linhas Aéreas S.A.

“Initial Sublease” means the sublease agreement between Lessee and the Initial Sublessee with respect to the Aircraft.

“Initial Subordination Agreement” means the subordination agreement among Lessor, Lessee and the Initial Sublessee with respect to the Initial Sublease.

“Insured Party” means each General Indemnitee.

“Lease Term Expiry Date” means [__________], and if such day is not a Business Day then the Lease Term—Expiry Date will be the next succeeding Business Day.

“Lessee Jurisdiction” means Chile.

“Lessor Guarantor” means Aircastle Holding Corporation Limited.

“Lessor Guarantor Net Worth” means US$[****].

“Lessor Jurisdiction” means Utah.

“Maintenance Amount—Adjustment Table” means the following tables:

“Maintenance Amount—Airframe” means US$[****].

“Maintenance Amount—APU” means US$[****].

“Maintenance Amount—Assumed Hour-to-Cycle Ratio” means 8:1.

“Maintenance Amount—Engine Overhaul” means (a) for the purposes of part (a) of Section 3.3(2) below, (i) if the relevant Engine has not previously undergone an Engine Basic Shop Visit, US$[****] and (ii) if the relevant Engine has previously undergone an Engine Basic Shop Visit, US$[****], and (b) for the purposes of part (b) of Section 3.3(2) below, US$[****].

“Maintenance Amount—Escalation Rate” means [****]% per annum.

“Maintenance Amount—Escalation Base Date” means January 1, 2013.

“Maintenance Amount—Landing Gear” means US$[****].

“Mortgage Release” means the mortgage release in relation to the existing Brazilian mortgage over the Aircraft registered with the RAB.

“Net Worth Threshold” means US$[****].

“Other Lease Agreement” means each of the aircraft lease agreements entered into between an Affiliate of Lessor, as lessor, and Lessee, as lessee, with respect to the aircraft bearing manufacturer’s serial numbers [_____].

“Owner” means Lessor or any Person to which it transfers its interest in the Aircraft in accordance with the Operative Documents. At the date of execution of this Aircraft Lease Agreement, Owner is Lessor.

“Owner Consent” means the Owner’s consent to the registration of the Aircraft in Brazil.

“Participant” means Aircastle Investment Holdings 2 Limited or any Person to which it transfers its interest in Owner in accordance with the Operative Documents.

“Purchase Agreement” means the purchase agreement dated on or about the date hereof between Lessee and Owner with respect to the Aircraft.

“Purchase Price” is defined in Schedule 1 to the Purchase Agreement.

“RAB” means the Brazilian Aeronautical Registry.

“Rent Payment Date” means (i) the Delivery Date and (ii) the day which corresponds to the Delivery Date in each month during the Lease Term after the month in which the Delivery Date occurs (or if there is no such corresponding day in any such month, the last day of such month).

“Rent—Periodic Amount” means US$[****]. Such amount will be prorated for partial months.

“Return Location” means a maintenance facility in Brazil or Chile, or otherwise as mutually agreed by Lessor and Lessee, each acting reasonably. For the avoidance of doubt, in the event that Lessor requests a Return Location other than Brazil or Chile, Lessor shall reimburse Lessee for the cost of ferrying the Aircraft to such location.

“Scheduled Delivery Date” means [__________] or such other date as Lessor and Lessee may agree in writing.

“State of Registration” means, initially and subject to Section 5.2(2), Brazil.

“Tax Indemnitee” means Lessor, Owner, Participant and any successor, permitted transferee or permitted assign of any of the foregoing and any Person that is a member of a group that files a consolidated or combined tax return that includes Lessor or Participant.

“Trust Company” means Wells Fargo Bank Northwest, National Association, in its individual capacity and any assignee or successor thereof.

Capitalized terms used but not defined in this Aircraft Lease Agreement are defined in the ALST.

This Aircraft Lease Agreement is an “Aircraft Lease Agreement” for purposes of the ALST and is an Operative Document.

Lessee will, at its option, either pay to Lessor the Commitment Fee on or prior to the Delivery Date or deliver a Letter of Credit to Lessor on or prior to the Delivery Date.

Lessor acknowledges that any netting off of the Rent—Periodic due on the Delivery Date and/or the Commitment Fee Amount from the Purchase Price in accordance with Section 3.2 (Payment) of the Purchase Agreement shall satisfy the Lessee’s obligation to pay such amounts to Lessor under this Aircraft Lease Agreement, and, upon payment of the Net Amount Payable (as defined in the Purchase Agreement) by Lessor in its capacity as Purchaser under the Purchase Agreement, Lessee shall, to the extent such amounts are so netted off from the Purchase Price, for all purposes be deemed to have paid the Rent—Periodic due on the Delivery Date and the Commitment Fee to Lessor in accordance with this Aircraft Lease Agreement.

Delivery Documentation includes the documents listed in Annex 2 to Schedule 1.

On the later of (x) the first occasion when the Aircraft is removed from service for performance of maintenance following the Delivery Date or (y) 60 days from the Delivery Date, Lessee will affix, and thereafter will at all times maintain in respect of the Airframe and each Engine a fireproof and legible

identification plate of a reasonable size, in the location specified below, that contains the following legends or (provided Lessor bears the cost of any replacement) any other legend requested from time to time by Lessor in writing:

Such name plates will be replaced, if requested by Lessor, on the later of (x) the next occasion when the Aircraft is removed from service for performance of maintenance following such request or (y) 60 days after such request, to reflect the name and role of any successor to or permitted assignee or permitted transferee of the Owner and/or the Security Trustee. Any replacement of nameplates requested by Lessor shall be at Lessor's cost.

On the last day of the Lease Term, the sum of the following amounts will be determined:

performed, since new) minus (b) the number of APU Hours of utilization as of February 15, 2014 since the last removal and performance of an APU Basic Shop Visit for such APU (or if none has been performed, since new).

If the sum of the above amounts is a positive number, then Lessee will pay such sum to Lessor on the last day of the Lease Term. If the sum of the above amounts is a negative number, then Lessor will pay such sum (expressed as a positive number) to Lessee on the last day of the Lease Term.

Partial months will be prorated.

The obligation of Lessor to deliver and lease the Aircraft to Lessee under this Aircraft Lease Agreement is subject to the fulfillment to the satisfaction of Lessor (acting reasonably), on or prior to the Delivery Date (or, if another date is specified therein, on or prior to such date) of the conditions precedent in Schedule 4. The obligation of Lessee to lease the Aircraft from Lessor under this Aircraft Lease Agreement is subject to the fulfillment to the satisfaction of Lessee (acting reasonably), on or prior to the Delivery Date (or, if another date is specified therein, on or prior to such date) of the conditions precedent in Schedule 5.

Solely for purposes of this Aircraft Lease Agreement:

Section 5.2(2) and (3) of the ALST are hereby deemed to be deleted in their entirety and replaced with the following:

Sublease with Initial Sublessee and Lessor acknowledges that as the operator of the Aircraft, Initial Sublessee will be responsible for providing some of the conditions precedent set out in Schedule 4, which shall be deemed to also be included as conditions precedent under the Initial Sublease. Lessor agrees that performance by any Permitted Sublessee of any of Lessee’s obligations under this Aircraft Lease Agreement shall, pro tanto, constitute performance by Lessee of such obligations. If the Initial Sublease is terminated for any reason and a replacement sublease is not entered into in accordance with the provisions of Section 8 of the ALST with the result that Lessee becomes the operator of the Aircraft and/or there is a change in the State of Registration of the Aircraft, Lessee undertakes to provide to Lessor documents (and evidence of filings or Authorizations, as applicable) with respect to the Lessee Jurisdiction and/or such other State of Registration equivalent to those documents (and evidence of filings or Authorizations, as applicable) set out in Schedule 4 (and, to the extent applicable, Schedule 6) which had previously been provided by Initial Sublessee and/or which related to the State of Registration being Brazil, and/or such similar documents (and evidence of filings or Authorizations, as applicable) as may be reasonably requested by Lessor in connection with such change of operator and/or State of Registration.

For the purposes of this Aircraft Lease Agreement:

For the purposes of this Aircraft Lease Agreement, Section 12.2(2) of the ALST shall not apply and shall be deemed to have been deleted.

In addition to the Operative Documents listed in the ALST, for the purposes of this Aircraft Lease Agreement, the Initial Subordination Agreement shall be an Operative Document.

At any time when the Aircraft is registered in Brazil, the requirements with respect to war and allied perils insurance specified in Section 11.1.3 of the ALST shall be satisfied so long as the Aircraft is covered by the insurance or indemnity program for comparable risks and perils provided by the Government of

Brazil.

Within 15 Business Days following request from Lessor after the relevant authority in the State of Registration agrees to record IDERAs, Lessee shall provide evidence to Lessor that the IDERA from the Initial Sublessee has been recorded by such authority as contemplated by Article XIII(2) of the Cape Town Aircraft Protocol.

IN WITNESS whereof this Aircraft Lease Agreement has been duly executed as a deed and delivered the day and year first above written.

 

“As is, where is.”

With effect from the Delivery Date and for the period of the Lease Term, Lessor will make available to Lessee without recourse and without representations or warranties of any kind, and authorize Lessee to exercise, such rights as Lessor may have under any warranty with respect to the Aircraft, any Engine or any Part made by any manufacturer, vendor, storage company, sub-contractor or supplier, to the extent that the same may be made available to Lessee and subject to any terms and conditions set forth in the relevant agreement with the relevant manufacturer, vendor, storage company, subcontractor or supplier including any necessary consents.

Lessee confirms that it has read and agrees with the DISCLAIMER set forth in Section 3 of Part II of this Schedule 1.

Lessee acknowledges that Owner has agreed to purchase the Aircraft pursuant to the Purchase Agreement for the sole purpose of leasing the Aircraft to Lessee pursuant to the Aircraft Lease Agreement. Accordingly, Lessee will not be entitled for any reason whatsoever to refuse to accept delivery of the Aircraft under the Aircraft Lease Agreement once the Aircraft has been acquired by Owner and, without limiting the effect of Section 3 of this Part II of Schedule 1, neither Owner nor Lessor will be liable for any loss or expense, or any loss of use or profit, resulting directly or indirectly from any defect or alleged defect in the Aircraft or failure or alleged failure of the Aircraft to comply with the requirements of the Purchase Agreement or the Aircraft Lease Agreement or arising from any delay in the delivery of or failure to deliver the Aircraft to Lessee under the Aircraft Lease Agreement. Immediately following acquisition of the Aircraft by Owner, the Aircraft shall be deemed to have been delivered to and accepted by Lessee in “as is, where is” condition and shall become subject to and governed by the Aircraft Lease Agreement and the Lease Term shall commence.

If on the Scheduled Delivery Date any of the conditions precedent specified in Schedules 4 or 5 to the Aircraft Lease Agreement has not been met or waived in accordance with such Schedules, then the delivery of the Aircraft under the Aircraft Lease Agreement will be delayed beyond the Scheduled Delivery Date and Lessee will accept delivery of the Aircraft on the first Business Day after the Scheduled Delivery Date on which all of such conditions precedent have been so satisfied or waived. Notwithstanding the foregoing, if delivery of the Aircraft under the Aircraft Lease Agreement is delayed beyond the Final Delivery Date, then either party hereto (so long as such party is not in default under the Aircraft Lease Agreement or the Purchase Agreement) may, by written notice to the other, terminate the Aircraft Lease Agreement and each other Operative Document, whereupon, except as otherwise provided herein or therein, (1) Lessor will return to Lessee any Letter of Credit, the Commitment Fee and any amounts of Rent—Periodic paid by Lessee prior to such termination and (2) neither Lessor nor Lessee will have any further obligation to the other under the Aircraft Lease Agreement or any other Operative Document.

EFFECTIVE UPON ACCEPTANCE OF THE AIRCRAFT BY LESSEE, WHICH WILL BE EVIDENCED BY DELIVERY BY LESSEE TO LESSOR OF THE ACCEPTANCE CERTIFICATE, THE AIRCRAFT WILL BE LEASED UNDER THE AIRCRAFT LEASE AGREEMENT “AS-IS, WHERE-IS, WITH ALL FAULTS” AND LESSEE AGREES, ACKNOWLEDGES AND ACCEPTS THAT NEITHER LESSOR NOR ANY OTHER GENERAL INDEMNITEE MAKES ANY COVENANT, WARRANTY OR REPRESENTATION WHATSOEVER CONCERNING THE CONDITION OF THE AIRCRAFT. EFFECTIVE UPON ACCEPTANCE OF THE AIRCRAFT BY LESSEE, WHICH WILL BE EVIDENCED BY DELIVERY BY LESSEE TO LESSOR OF THE ACCEPTANCE CERTIFICATE, LESSEE, FOR THE BENEFIT OF LESSOR AND EACH OTHER GENERAL INDEMNITEE, HEREBY WAIVES, RELEASES AND RENOUNCES ALL COVENANTS, WARRANTIES, REPRESENTATIONS AND OTHER INDEMNITIES, GUARANTEES, OBLIGATIONS AND LIABILITIES OF LESSOR OR ANY OTHER GENERAL INDEMNITEE AND ANY RIGHTS, CLAIMS AND REMEDIES OF LESSEE, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, IN EACH CASE, WITH RESPECT TO THE CONDITION OF THE AIRCRAFT, ANY ENGINE, ANY PART OR ANY AIRCRAFT

DOCUMENTATION, INCLUDING:

DELIVERY BY LESSEE TO LESSOR OF THE ACCEPTANCE CERTIFICATE WILL BE CONCLUSIVE PROOF AS BETWEEN LESSOR AND LESSEE THAT LESSEE HAS EXAMINED AND INVESTIGATED THE AIRCRAFT AND THE AIRCRAFT DOCUMENTATION, THAT THE AIRCRAFT AND THE AIRCRAFT DOCUMENTATION ARE SATISFACTORY TO LESSEE AND HAVE MET THE REQUIREMENTS OF THE OPERATIVE DOCUMENTS, AND THAT LESSEE HAS IRREVOCABLY AND UNCONDITIONALLY ACCEPTED THE AIRCRAFT FOR LEASE UNDER THE AIRCRAFT LEASE AGREEMENT WITHOUT ANY RESERVATIONS WHATSOEVER. WITHOUT LIMITING THE FOREGOING, THE DELIVERY CONDITION WILL HAVE NO FORCE OR EFFECT AFTER DELIVERY BY LESSEE TO LESSOR OF THE ACCEPTANCE CERTIFICATE AND SUCH PROVISIONS DO NOT CONSTITUTE A COVENANT, WARRANTY OR GUARANTEE BY LESSOR WITH RESPECT TO THE CONDITION OF THE AIRCRAFT OR OTHERWISE AFTER DELIVERY.

LESSEE HEREBY CONFIRMS THAT IT HAS BEEN ADVISED OF AND FULLY UNDERSTANDS THE LEGAL IMPORT AND IMPLICATIONS OF THIS SECTION 3 AND THAT THE PROVISIONS OF THIS SECTION 3 ARE APPROPRIATE IN A TRANSACTION OF THIS KIND.

FOR THE AVOIDANCE OF DOUBT, THE FOREGOING WILL NOT AFFECT OR DIMINISH IN ANY WAY LESSEE’S RIGHTS AGAINST AIRFRAME MANUFACTURER, ENGINE MANUFACTURER OR THE MANUFACTURER OF ANY PART.

As soon as they are available, but in any event within the time periods specified below, Lessee will provide the following to Lessor:

On the last day of the Lease Term, the Aircraft will conform to the configuration of the Aircraft, and with all equipment installed as, on the Delivery Date (as described in Schedule 1 to the Aircraft Lease Agreement), except as changed (or replaced) in a manner either required or permitted pursuant to any Operative Document or otherwise agreed between Lessor and Lessee, each acting reasonably, (including, if required, having the modifications described in Section 1.3.4 of Schedule 2 to the ALST reversed by Lessee) and will:

Be in FAA Condition.

(1) Have been deregistered immediately prior to Return from all relevant aircraft registries and notice of deregistration by the Aviation Authority will have been sent to an aviation authority designated by Lessor (subject to Lessor, Owner and any relevant Financing Party co-operating with such process and providing any necessary consents and/or notices), (2) have, and be in compliance with, a valid export certificate of airworthiness (or its equivalent) to a country to be designated by Lessor not later than 45 days prior to Return, or otherwise to the United States, and (3) have and be in compliance with all necessary export certificates, and other documents and requirements allowing for immediate export of the Aircraft from the State of Registration, the Return Location jurisdiction and the Lessee Jurisdiction. In addition, upon request by Lessor, Lessee will promptly cooperate in discharging any International Interest in respect of the Aircraft or any Operative Document in the International Registry.

With respect to the Airframe, (1) have undergone immediately prior to Return the completion of its next due C check in block format in accordance with the MPD (which checks shall incorporate all lower-level checks, structural inspections and any special repair items or special inspections as well as inspections that have a frequency less than the then current MPD C check interval) and (2) have no task for the Airframe due under the MPD for the then current MPD C check interval (or, as applicable, the equivalent number of Airframe Flight Cycles or Airframe Flight Hours, these being agreed to be 2,000 Airframe Flight Cycles and 10,000 Airframe Flight Hours for 24 months). If during the Lease Term the Aircraft is maintained under a phased maintenance program, Lessee shall, at Lessee’s cost and expense, perform all checks, inspections, maintenance, etc., necessary to return the Aircraft to a block maintenance program based upon the MPD and otherwise acceptable to Lessor (acting reasonably).

Have, as a part of such final C check, completed a refurbishment and cleaning of the flight deck and cabin as follows:

Refurbishment and cleaning under clauses (1) and (2) above will be acceptable if performed in accordance with the relevant maintenance manuals and acceptable for commercial passenger operation by an international carrier for an aircraft coming out of a heavy maintenance check. For purposes of this Section 1.4.2, “excessively worn” shall mean not acceptable for commercial passenger operation by an international carrier for an aircraft coming out of a heavy maintenance check.

Have had accomplished all modification and repair ADs issued by the Compliance Authority where the compliance date for any action under such AD falls during the Lease Term or within 12 months, 5,000 Airframe Flight Hours and 1,100 Airframe Flight Cycles after the Return.

Have no required inspection ADs issued by the Compliance Authority due prior to either (a) 12 months,

5,000 Airframe Flight Hours and 1,100 Airframe Flight Cycles after the Return or (b) a full inspection period, whichever is less.

In the case of both Sections 1.5.1 and 1.5.2 of this Schedule 2, in the event that Lessee has obtained a waiver or deviation from the Aviation Authority, Airframe Manufacturer or otherwise from having to comply with any such Required Actions, Lessee shall, irrespective of such waiver or deviation, comply with all such Required Actions as provided in the this Section 1.5 prior to the Return.

Have neither Engine on watch for any reason whatsoever, and (1) each Engine shall have at least 8,000 Engine Flight Hours remaining until its next anticipated Engine Basic Shop Visit (as determined by (a) borescope inspections, (b) engine health trend monitoring analysis, (c) ground runs, (d) technical log analysis, (e) previous shop visit assessment (if applicable) and (f) magnetic chip detector inspection) and (2) the Engine operational and performance parameters shall be sufficiently within then current AMM published limits and the condition of the Engine shall otherwise be such to permit full take-off power to the Airframe Manufacturer’s specification (as determined by, inter alia, an examination of the last six months of trend monitoring). If Lessor and Lessee are unable to agree whether any of the foregoing conditions have been met, Lessor and Lessee shall consult a qualified Engine Manufacturer engineer and agree to be bound by the determination of such engineer (the cost of such engineer to be shared equally by Lessor and Lessee). Lessee shall correct any discrepancies outside of the then current AMM limits.

For each Engine, a complete (100% of all stages) hot (including combustion chamber) and cold section video borescope inspection for such Engine shall have been performed, at Lessor’s cost, after the return demonstration flight and Lessee shall correct any discrepancies outside of the then current AMM limits.

Each Engine shall be capable of certificated, full-rated performance adjusted to the ISA ambient outside air temperature for full-rated take-off thrust at sea level, without exceeding the maximum limits for all parameters (temperature, fuel flow, rotor speed, etc.) as per the AMM without limitations throughout the operating envelope as defined in the airplane flight manual; performance compliance will be demonstrated: (1) by on-wing static inspection and testing of the Engines (including power assurance run) in accordance with the engine maintenance manual and (2) by review of historical maintenance records, including trend monitoring and EGT/test cell data (in the event an Engine is just out of test cell). Lessee shall correct any discrepancies outside of the then current published-approved AMM limits.

Each thrust reverser will have had an on-wing inspection and operational check as per the AMM. Lessee shall correct any discrepancies outside of AMM limits.

With respect to the APU, have no less than 3,000 APU Hours remaining until its next APU Basic Shop Visit, and the APU shall have had a complete (100% of all accessible stages) video borescope inspection performed at Lessor’s cost. Lessee shall correct any discrepancies outside of then current AMM published limits found during such inspection. In addition, the APU shall meet all air outputs and temperature

limitations under load in accordance with the MPD, and any defects discovered in such inspection, which exceed the then current published-approved AMM limits, shall be corrected at Lessee’s expense.

With respect to each Landing Gear, have not less than 36 months until its next Landing Gear Overhaul.

Each Airframe Life-Limited Part, Hard Time Component and “on-condition” and “condition-monitored” component shall have the same or more recent part or dash number, and same or better modification status and utility (provided that “utility” shall be determined without regard to Airframe Flight Hours or Airframe Flight Cycles flown), as the corresponding part or component installed on the Aircraft on the Delivery Date. Each Airframe Life-Limited Part shall be supported by Back-to-Birth Traceability and appropriate certification documentation in the form of FAA Form 8130. Each Hard Time Component shall be supported by appropriate certification documentation in the form of FAA Form 8130 evidencing maintenance history back to the last major shop visit or new installation for such component. Each “on-condition” and “condition-monitored” component replaced within the three years prior to Return will have appropriate FAA certification. The installed Airframe Life-Limited Parts and Hard Time Components as a group will have an average of total Airframe Flight Hours and Airframe Flight Cycles of not more than 110% of that of the Airframe.

Have no less than 50% tread life remaining on the tires on average with no single tire having less than 30% tread life remaining and have remaining not less than 50% service wear life remaining on the brakes on average with no single brake having less than 30% service wear life remaining.

Immediately after the performance of the Final Maintenance and prior to the Return, the Aircraft fuselage shall have been stripped (or, at Lessor’s option, scuffed) and painted, and the wings, nacelles and empennage shall have been scuffed and painted, white/gray as applicable or, at Lessor’s option, in a livery to be designated by Lessor provided that Lessor provides Lessee with necessary templates, decals, paints and drawings at least 90 days prior to the Return, and after such painting Lessee shall balance the rudder in accordance with Airframe Manufacturer procedures. Immediately after such stripping, the exterior of the Aircraft shall be inspected and any corrosion, structural damage, or other defects shall be corrected in accordance with the Airframe Manufacturer Structural Repair Manual and as recommended

by Airframe Manufacturer.

All structural repairs will be permanent and accomplished in accordance with the Airframe Manufacturer Structural Repair Manual or FAA 8100-9. There shall be no repairs with a pending damage tolerance analysis, except for repairs performed during the Final Maintenance. All repairs shall be fully documented and transferable to the next operator or owner of the Aircraft. A repair shall be considered permanent even if it has a future inspection requirement but only so long as the interval for such inspection is no less than that of an airframe structural check and no alternative repair exists that would give a longer inspection interval.

In the event the Aircraft is delivered in a configuration capable of ETOPS operation or other special operational capability (e.g. high altitude capabilities, cold weather operation, RNP performance), then the Aircraft and Engines shall be in compliance with the then current Airframe Manufacturer’s configuration and maintenance procedures document for ETOPS operation to the same time limit as was available at delivery, and shall remain configured and capable for any additional special operational capabilities of which the Aircraft was capable at delivery.

Have all free of charge service bulletins for which kits have been received by Lessee for the Aircraft, as of the commencement of the Final Inspection, provided to Lessor prior to Return (with all other such kits received by Lessee after such time to be shipped by commercial carrier to a location specified by Lessor) and, at Lessor’s option, with all other service bulletin kits ordered by Lessee specifically for the Aircraft being provided to Lessor, subject to Lessor reimbursing to Lessee its cost for such kits.

With each fuel tank half full and the oil tank full.

At Return, Lessee will deliver to Lessor at the Return Location the Aircraft Documentation. All Aircraft Documentation provided to Lessor at time of Return will be listed and included as an attachment to the Return Acceptance Certificate. Lessee will ensure that all Aircraft Documentation provided to Lessor will be in good condition, readable and capable of being reproduced using standard reproduction processes and otherwise will be in compliance with the requirements of the Operative Documents and the Compliance Authority. All Aircraft Documentation will be in printed form (except only those documents which Lessee has received only in non-printed form) and in the English language (other than pilot reports and maintenance logbook entries, provided that the preceding 24 months of such entries will be translated to English). In addition, Lessee will provide Lessor with a complete copy of Lessee’s Maintenance Program.

At Return Lessee will (if not already so assigned) assign to Lessor any remaining Airframe or Engine warranties with respect to the Aircraft pursuant to a written agreement in form and substance satisfactory to Lessor (acting reasonably), and Lessee will arrange for all such necessary manufacturer consents to such assignment or novation.

LESSOR ADDRESS:

LESSOR ACCOUNT:

Bank:            JP Morgan Chase Bank, New York

ABA No.:         021000021

Bank Swift BIC:        CHASUS33

Account Number:     304642207

Account Name:        Aircastle Investment Holding #2 Limited

Reference:         LATAM MSN [_____]

LESSEE ADDRESS:

Edificio Huidobro

Av. Presidente Riesco 5711, 20^th Floor

Santiago, Chile

The obligation of Lessor to deliver and lease the Aircraft to Lessee under the Aircraft Lease Agreement is subject to the fulfillment to the satisfaction of Lessor (acting reasonably) on or prior to the Delivery Date (or, if another date is specified below, on or prior to such date) of the following conditions precedent:

The following documents, agreements, instruments or certificates will have been duly authorized, executed and delivered by the respective party or parties thereto (other than Lessor, Owner, Servicer or any Financing Party), will each be satisfactory in form and substance to Lessor (acting reasonably) and will be in full force and effect (unless expressly provided otherwise) and, where appropriate, will have been duly notarized and legalized (and, where required, translated into the relevant language by a certified translator) and executed counterparts thereof will have been delivered to Lessor:

The Aircraft Lease Agreement and the Initial Sublease.

The Acceptance Certificate.

The Initial Subordination Agreement.

At no cost to Lessee, a legal opinion of Lessor’s independent legal counsel in the initial State of Registration including, to the extent applicable, the applicability of the Cape Town Agreements, the enforceability of the provisions of the Cape Town Agreements (including, if applicable in the State of Registration, the application of Article XI, Alternative A, of the Cape Town Aircraft Protocol) in the State of Registration, and the due constitution, registration and priority of the international interests of Lessor.

A legal opinion of Lessee’s in-house counsel.

A secretary’s or officer’s certificate from Lessee addressing, inter alia, Lessee’s power and authority to enter into the Operative Documents to which it is a party and perform its obligations thereunder, and attaching, inter alia, a copy of Lessee’s constitutional documents and the corporate approvals required by Lessee for the transactions contemplated by the Operative Documents.

An irrevocable power of attorney from the Initial Sublessee authorizing Lessor or such other person as Lessor may from time to time specify to, in connection with the exercise of Lessor’s remedies under Section 13 of the Aircraft Lease Shared Terms, do anything or act to give any consent or approval that may be required to obtain deregistration of the Aircraft and to export the Aircraft from the State of Registration upon termination of the leasing of the Aircraft under the Aircraft Lease Agreement and to otherwise exercise the remedies of Lessor under Section 13 of the Aircraft Lease Shared Terms, to be in the form of Exhibit A to the Aircraft Lease Agreement.

At least 15 days prior to the Scheduled Delivery Date, a copy of the Initial Subessee’s Maintenance Program.

Confirmation from the process agents appointed by Lessee pursuant to Section 17.3 of the Aircraft Lease Shared Terms and Section 7.3 of the Purchase Agreement, and by the Initial Sublessee pursuant to the Initial Subordination Agreement.

Evidence that any import documentation and all customs formalities relating to the import of the Aircraft into the State of Registration have been obtained or complied with, and that such import of the Aircraft is exempt from Taxes and/or that such Taxes have been paid.

A letter from the Initial Sublessee to the Director Central Route Charges Office of Eurocontrol in which the Initial Sublessee authorizes the addressee to issue to Lessor, upon Lessor’s request from time to time, a statement of account of all sums due by the Initial Sublessee to the addressees in respect of all aircraft (including the Aircraft) operated by the Initial Sublessee, such letter to be substantially in the form of Exhibit F to the Aircraft Lease Shared Terms.

A letter from the Initial Sublessee to the Aviation Authority in which the Initial Sublessee authorizes the addressee to issue to Lessor, upon Lessor’s request from time to time, a statement of account of all sums due by the Initial Sublessee to the addressees in respect of all aircraft (including the Aircraft) operated by the Initial Sublessee, such letter to be substantially in the form of Exhibit B to the Aircraft Lease Agreement.

An irrevocable de-registration and export request authorization (“IDERA”), signed by the Initial Sublessee, in favor of Lessor in the form annexed to the Cape Town Aircraft Protocol or such other form

as may be required by the Aviation Authority or the RAB.

The Purchase Agreement will have been executed by all parties thereto and title to the Aircraft will have transferred to Owner

Lessee will have paid the first installment of Rent—Periodic when due pursuant to the Aircraft Lease Agreement or such amount shall have been netted off from the Purchase Price in accordance with Section 3.2 of the Purchase Agreement.

Lessee will have paid all installments of the Commitment Fee due on or before the Delivery Date pursuant to the Aircraft Lease Agreement or such amount shall have been netted off from the Purchase Price in accordance with Section 3.2 of the Purchase Agreement, or Lessee will have provided a Letter of Credit pursuant to Section 4.2 of the Aircraft Lease Shared Terms.

Subject to Section 4 of Part II of Schedule 1 to the Aircraft Lease Agreement and Schedule 6 to the Aircraft Lease Agreement, Lessor will have received evidence that on the Delivery Date all filings, registrations, recordings and other actions where possible have been or will be taken which are necessary or advisable to ensure the validity, effectiveness and enforceability of the Operative Documents and to protect and perfect the rights and interest of Owner, Lessor and the Financing Parties in the Aircraft and the Operative Documents (or arrangements reasonably satisfactory to Lessor will have been made for effecting the same).

Lessor will have received the following:

No Default, Event of Loss, or event, condition or circumstance that would with the giving of notice or passage of time become or give rise to an Event of Loss, will have occurred, and the representations and warranties of Lessee under the Operative Documents are correct and would be correct if repeated on the Delivery Date.  

The conditions precedent specified in this Schedule 4 are for the sole benefit of Lessor and may be waived or deferred in whole or in part and with or without condition by Lessor. If any of such conditions is not satisfied or waived in writing by Lessor on and as of the Delivery Date and Lessor, in its sole discretion, nonetheless proceeds with the delivery of the Aircraft to Lessee under the Aircraft Lease Agreement, Lessee covenants and agrees to

satisfy, or cause the satisfaction of, such outstanding conditions within 30 days after the Delivery Date, or such later date as may be agreed in writing by Lessor and Lessee.

The obligation of Lessee to lease the Aircraft from Lessor under the Aircraft Lease Agreement is subject to the fulfillment to the satisfaction of Lessee, and Lessor will procure such fulfillment (other than the absence of an Event of Loss or incipient Event of Loss as provided in Section 3 of this Schedule 5), to the satisfaction of Lessee, on the Delivery Date (or, if another date is specified below, on or prior to such date) of the following conditions precedent:

The following documents, agreements, instruments or certificates will have been duly authorized, executed and delivered by the respective party or parties thereto (other than Lessee), will each be satisfactory in form and substance to Lessee and will be in full force and effect (unless expressly provided otherwise) and in the English language, and executed counterparts will have been delivered to Lessee:

The Aircraft Lease Agreement.

The Acceptance Certificate.

The Lessor Guarantee.

A secretary’s or officer’s certificate from each of Lessor and Lessor Guarantor addressing, inter alia, such party’s power and authority to enter into the Operative Documents to which it is a party and perform its obligations thereunder, and attaching, inter alia, a copy of such party’s constitutional documents and the corporate approvals required for the transactions contemplated by the Operative Documents.

A legal opinion of Lessor’s independent legal counsel in the Lessor Jurisdiction.

A legal opinion of Lessor Guarantor’s independent legal counsel in Bermuda.

Confirmation from the process agent appointed by Lessor pursuant to Section 17.4 of the Aircraft Lease Shared Terms and Section 7.4 of the Purchase Agreement, and by Lessor Guarantor pursuant to Section 4.3 of the Lessor Guarantee.

Lessor’s representations and warranties contained in Section 5.1 of the Aircraft Lease Shared Terms will be true and correct on the Delivery Date.

Lessor will not be in default of any of its obligations under the Operative Documents and no Event of Loss, or event, condition or circumstance that would with the giving of notice or passage of time become or give rise to an Event of Loss, will have occurred.

The Purchase Agreement will have been executed by all parties thereto and title to the Aircraft will have transferred to Owner.

In this Schedule 6 the following expressions have the respective meanings given to them in Article 1 of the Cape Town Convention and Article I of the Cape Town Aircraft Protocol:

If, as of the date of this Aircraft Lease Agreement the Cape Town Agreements are in force and have been ratified in or acceded to by the State of Registration and/or the Lessee Jurisdiction, then Lessor and Lessee agree that (subject to Section 5 (Brazil) of this Schedule 6):

If either of the Engines is replaced by a Replacement Engine in accordance with Section 10 of the Aircraft Lease Shared Terms, Lessor, Owner and Lessee will, at Lessee’s expense and on or prior to title to the Replacement Engine being vested in Owner, take such steps as will be available to them under the terms of the Cape Town Agreements and as are necessary or desirable in Lessor’s reasonable opinion for the purposes of protecting, establishing, perfecting Lessor’s, Owner’s and each Financing Party’s rights and interests in the Replacement Engine to same extent as for the engine which has been replaced.

Upon the termination by Lessor of the leasing of the Aircraft pursuant to the terms of the Aircraft Lease Agreement, Lessee covenants to promptly cooperate in discharging any international interest in respect thereof for which the Lessee is listed as debtor in the International Registry.

Lessor and Lessee acknowledge that the RAB is, as at the date of the Aircraft Lease Agreement (x) not recording irrevocable de-registration and export request authorizations and (y) not providing authorization codes for the registration of International Interests.

Notwithstanding any provision of any Operative Document to the contrary, Lessor agrees that, to the extent that any provision of the Operative Documents requires (x) any irrevocable de-registration and export request authorization to be recorded by the RAB, or (y) any registration in connection with the Cape Town Agreements which would require an authorization code from the RAB, Lessee shall only be required to procure such recordation or registration 15 Business Days following request from Lessor after the date on which such recordation is capable of being effected through the RAB or such authorization codes are capable of being obtained from the RAB, as applicable. Until such time as such authorization codes are capable of being obtained from the RAB, the provisions of Section 2(4) above shall not apply.

Notwithstanding any provision to the contrary contained in any Operative Document, Lessee shall not be required to amend, re-execute or reconstitute the Aircraft Lease Agreement or any other Operative Document (or enter into any additional documents or take any other action) principally for the purpose of creating International Interests in circumstances where the Cape Town Agreements are not in force in either the State of Registration or the Lessee Jurisdiction on the date of the Aircraft Lease Agreement or in any other circumstances.

By this Power of Attorney, TAM Linhas Aéreas S.A., a company duly organised and validly existing and registered under the laws of the Federative Republic of Brazil, having its principal offices in the City of São Paulo, State of São Paulo, at Avenida Jurandir, 856, 2^o andar, Lote 4, CEP 04072‑000, registered with the General Taxpayers Registry ("CNPJ") under no 02.012.862/0001‑60 (the "Grantor"), herein represented by its directors, Messrs. _________________ and _________________, absolutely, unconditionally, irrevocably and irreversibly appoints Wells Fargo Bank Northwest, National Association, not in its individual capacity but solely as owner trustee, with its principal place of business at 260 North Charles Lindbergh Drive, Salt Lake City, UT 84116, USA (the “Head Lessor”) under the Aircraft Lease Agreement dated [__________], 20[__], executed between Wells Fargo Bank Northwest, National Association, as owner trustee, and LATAM Airlines Group S.A. (as amended from time to time, the “Head Lease”), as Grantor’s Attorney-in-fact (the "Attorney"), being expressly authorized and empowered to do any and all of the following in its own name, which appointment is coupled with an interest:

To represent the Grantor, in its own name, in any and all jurisdictions including without limitation, the Federative Republic of Brazil, before all ministries, agencies, offices, subdivisions and departments thereof, including, without limitation, the Ministry of Defense, the National Agency of Civil Aviation ("ANAC"), the Brazilian Aeronautical Registry (the "RAB"), the Empresa Brasileira de Infra‑Estrutura Aeroportuaria ("INFRAERO"), the Foreign Trade Secretariat ("SECEX"), Registries of Titles and Documents (“RTDs”), the Brazilian Tax and Customs authorities (the “SRF”) and the Central Bank of Brazil, in all sections, divisions, subdivisions thereof, for the purpose of:

provided always that the powers to deregister and export the Aircraft conferred herein shall not be exercised in respect of the Aircraft unless an Event of Default (as defined in the Head Lease) has occurred and is continuing; and

unconditionally irrevocable and irreversible as established by Article 684 of the Brazilian Civil Code.

IN WITNESS WHEREOF, this Power of Attorney has been executed by the Grantor in this City of São Paulo, SP, Brazil, on the [__] day of [__________], 20[__].

By: ________________________________________

Name:

Title:

By: _________________________________________

Name:

Title:

Prezados Senhores,

A TAM LINHAS AÉREAS S.A. (“Arrendatária”), celebrou com LATAM AIRLINES GROUP S.A. (“Arrendadora”), um Contrato de Arrendamento (“Contrato de Arrendamento”) em [___] de [__________] de 20[__], tendo por objeto 1 (uma) aeronave Boeing B777-32W ER, número de série, [_____], prefixo PT-MU[*] (“Aeronave”). O proprietário fiduciário da Aeronave é Wells Fargo Bank Northwest, National Association, as owner trustee ("Proprietário").

Nos termos da contratação efetuada, vimos solicitar a essa Agência de Aviação Civil, que mediante solicitação periódica de quaisquer da Arrendadora ou Proprietário, seja fornecido a ele um demonstrativo de todas as quantias e/ou tarifas aeroportuárias, eventualmente devidas pela TAM Linhas Aéreas S.A. com relação as suas aeronaves, notadamente aquela objeto do arrendamento acima mencionado.

Aproveitamos o ensejo para respeitar a V.Sas. nossos protestos de elevada estima e distinta consideração.

Atenciosamente,

Name:

Title: