SUBSCRIPTION AGREEMENT by and between LATAM AIRLINES GROUP S.A. and QATAR AIRWAYS Q.C.S.C. Dated as of July 12, 2016

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(a)          Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby or thereby (“Related Proceedings”) may only be instituted by any of the Parties in the federal courts of the United States of America located in the City and County of New York or the courts of the State of New York in each case located in the City and County of New York (collectively, the “Specified Courts”). Each Party hereby irrevocably submits to the exclusive jurisdiction of the Specified Courts in any Related Proceeding and agrees not to commence any Related Proceeding except in the Specified Courts. Each Party irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any such suit or proceeding in such courts and irrevocably and unconditionally waives and agrees not to plead or claim in any Specified Court that any Related Proceeding brought in any Specified Court has been brought in an inconvenient forum.

(b)          Within five (5) Business Days of the date hereof, the Company will irrevocably appoint an authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding. The Company agrees that service of process upon such authorized agent, and written notice of such service to the Company by the person serving the same to the address provided in this Section 9.5(b), shall be deemed in every respect effective service of process upon the Company in any such suit or proceeding. The Company will provide written evidence to the Investor that such authorized agent has accepted such appointment and has agreed to act as such authorized agent for service of process. The Company further agrees to take any and all action as may be necessary to maintain such designation and appointment of such authorized agent in full force and effect from the date of such appointment of such authorized agent to the date that is six years from the date of this Agreement.

(c)          Within five (5) Business Days of the date hereof, the Investor will irrevocably appoint an authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding. The Investor agrees that service of process upon such authorized agent, and written notice of such service to the Investor by the person serving the same to the address provided in this Section 9.5(c), shall be deemed in every respect effective service of process upon the Investor in any such suit or proceeding. The Investor will provide written evidence to the Company that such authorized agent has accepted such appointment and has agreed to act as such authorized agent for service of process. The Investor further agrees to take any and all action as may be necessary to maintain such designation and appointment of such authorized agent in full force and effect from the date of such appointment of such authorized agent to the date that is six years from the date of this Agreement.

(d)          Each Party hereby waives any right to trial by jury in any suit or proceeding arising out of or relating to this Agreement.

Section 9.6          Waiver of Immunity.  To the extent that either Party may be entitled in any jurisdiction in which judicial proceedings may at any time be commenced hereunder, to claim for itself or its revenues or assets any immunity, including sovereign immunity, from suit, jurisdiction, attachment in aid of execution of a judgment or prior to a judgment, execution of a judgment or any other legal process with respect to its obligations hereunder and to the extent that in any such jurisdiction there may be attributed to either Party such an immunity (whether or not claimed), such Party hereby irrevocably agrees not to claim and irrevocably waives such immunity to the maximum extent permitted by Law.

 

Section 9.7          Persons Entitled to Benefit of Agreement.  This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors. Nothing in this Agreement is intended or shall be construed to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision contained herein.

Section 9.8          Assignment.  No Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other Party; provided, however, that Investor may assign the right to acquire the Assigned Subscription Shares and the Allocated Subscription Shares pursuant to this Agreement to one or more of its wholly-owned Subsidiaries (it being agreed that any such assignment shall not release Investor from its obligations under this Agreement); and provided, further, that (a) the Investor shall cause such Subsidiary to acquire the Assigned Subscription Shares, the Allocated Subscription Shares and the Shareholder Backstop Shares as contemplated in this Agreement and (b) the Investor shall notify in writing to the Company the identity of such assignee and provide a copy of the agreement or instrument pursuant to which such assignment is made. Any purported assignment in violation of this Agreement is null and void.

Section 9.9          Counterparts.  This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument.

Section 9.10        Amendments or Waivers.  No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the Parties.

Section 9.11        Prior Negotiations; Entire Agreement.  Except as otherwise provided for in Section 6.13, this Agreement (including the exhibits hereto) constitutes the entire agreement of the parties and supersedes all prior agreements, arrangements or understandings, whether written or oral, between the parties with respect to the subject matter of this Agreement.

[Signature page follows]

 

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above.

 

ANNEX A

LIST OF ASSIGNING SHAREHOLDERS

 

ANNEX B

FORM OF PROMISE OF ASSIGNMENT AND VOTING AGREEMENT

PROMISE OF ASSIGNMENT AND VOTING AGREEMENT

This Promise of Assignment and Voting Agreement (the “Agreement”) is entered into in Santiago, Chile, on [month] [day], 2016, by and between [identification of the relevant shareholder], represented by [*], hereinafter the “Assignor”; and [investor], represented by [*], hereinafter the “Investor”.

WHEREAS, LATAM Airlines Group S.A., a corporation (sociedad anónima) incorporated and existing under the laws of the Republic of Chile (the “Company”) has announced today that it has entered into certain Subscription Agreement with the Investor (as amended from time to time, the “Subscription Agreement”), in order for the Investor to acquire up to 10% of the total issued and outstanding shares of the Company after the Capital Increase (as defined below).

WHEREAS, pursuant to the terms of the Subscription Agreement, the board of directors of the Company (the “Board”) shall summon an extraordinary shareholders meeting (the “Shareholders Meeting”) to approve a capital increase (the “Capital Increase”) in the amount of [*], by issuing [*] new ordinary shares (the “Capital Increase Shares”) of the Company.

WHEREAS, according to Chilean Law, in the event that the Capital Increase is approved by the Shareholders Meeting the Assignor will have a preemptive right to subscribe for and pay [*] Capital Increase Shares (the “Assignor Preemptive Right”).

WHEREAS, the Assignor wishes to collaborate with the Investor in becoming a holder of up to 10% of the total issued and outstanding shares of the Company.

WHEREAS, capitalized terms used herein without definition shall have the meanings assigned to such terms in the Subscription Agreement.

NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements herein set forth, the Parties agree as follows:

FIRST:          Agreement to vote

The Assignor hereby undertakes, in favor of the Investor, to attend the Shareholders Meeting and vote in it approving (i) the Capital Increase; (ii) the allocation by the Company to the Investor of 100% of the unsubscribed Capital Increase Shares resulting from any preemptive rights not exercised by the Company’s shareholders within the legal term; and (iii) any other proposal by the Board included in the notice published to summon the Shareholders Meeting.

The Assignor hereby undertakes to (i) attend the extraordinary shareholders meeting of the Company at which the proposal to amend the by-laws of the Company to provide for alternate directors of the Board (the “By-laws Amendment”) will be voted upon by the shareholders, and (ii) vote in favor of the By-laws Amendment.

 

SECOND:     Promise of Assignment of Preemptive Rights

2.1           Subject to the condition consisting in the publication of the notice of preemptive rights (aviso de opción preferente) in a newspaper, pursuant to article 26 of the Reglamento de Sociedades Anónimas, the Assignor promises to assign, and the investor promises to acquire, the Assignor Preemptive Right.

2.2           The terms and conditions of the assignment agreement will be those set forth in the form attached as Exhibit A to this Agreement.

2.3           On the same date of publication of the notice of preemptive rights mentioned in section 2.1, the parties shall execute a Preemptive Right Assignment Agreement substantially similar to the form attached as Annex A.  Upon execution of such Preemptive Rights Assignment Agreement, the Investor shall pay the assignment price to the Assignor immediately.

THIRD:         Miscellaneous

3.1           This Agreement is governed by Chilean law.

3.2           Any legal suit, action or proceeding arising out or based upon this Agreement or the transactions contemplated hereby shall be submitted to the ordinary courts with jurisdiction over the borough of Santiago, Chile.

3.3.           For all legal purposes, the parties agree to be domiciled in the city and borough of Santiago, Chile.

3.4           No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other party.

3.5           This Agreement is signed in two originals, one of which has been delivered to each of the parties.

3.6           The parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Assignor does not perform the provisions of this Agreement in accordance with its specified terms.  It is accordingly agreed that the Investor shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which the Investor is entitled at Law or in equity.  The Assignor agrees that it will not oppose the granting of an injunction, specific performance or other equitable relief on the basis that the Investor has an adequate remedy at Law.

 

IN WITNESS WHEREOF, the parties have caused this agreement to be executed as of the date first written above.

 

ASSIGNOR

INVESTOR

 

EXHIBIT A TO PROMISE OF ASSIGNMENT AND VOTING AGREEMENT

FORM OF PREEMPTIVE RIGHT ASSIGNMENT AGREEMENT

This Preemptive Right Assignment Agreement (the “Agreement”) is entered into in Santiago, Chile, on [month] [day], 2016, by and between [identification of the relevant shareholder], represented by [*], hereinafter the “Assignor”; and [investor], represented by [*], hereinafter the “Investor”.

WHEREAS the extraordinary shareholders meeting of LATAM Airlines Group S.A. (the “Company”) held on [*] approved a capital increase (the “Capital Increase”) in the amount of [*], by issuing [*] new ordinary shares (the “Capital Increase Shares”) of the Company.

WHEREAS on the date hereof the Company published the notice provided in article 26 of the Reglamento de Sociedades Anónimas, which sets forth the commencement of the preferential subscription period of the Capital Increase Shares.

WHEREAS according to its shareholding as of the fifth business day prior to the publication of the notice referred to above, and pursuant to Law number 18,046 and the resolutions by the abovementioned shareholders meeting, the Assignor has a preference for subscribing [*] of the Capital Increase Shares (the “Assignor Preemptive Right”).

WHEREAS by means of certain Promise of Assignment and Voting Agreement dated [*], the Assignor promised to assign, and the Investor promised to acquire, the Assignor Preemptive Right.

NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements herein set forth, the Parties agree as follows:

FIRST:          Assignment of the Assignor Preferential Right

The Assignor hereby assigns and transfers to the Investor, who accepts and acquires, the Assignor Preemptive Right.  The Assignor delivers in this act the relevant certificate of preemptive right to the Investor, who declares to receive it to its satisfaction.

SECOND:     Price

The price of this assignment is the amount of [*], which is paid in this act by the Investor in cash to the Assignor, who declares to receive it to its satisfaction.

THIRD:         Power of attorney

Any bearer of one of the originals of this Agreement is hereby empowered to request from the Company’s General Manager, or from any person acting in such capacity, the registration of this assignment in the Registry of Preemptive Rights of the Company, and to request any registration, annotation, cancelation, publication or action which may be pertinent to this effect.

 

FOURTH:     Miscellanea

4.1           This Agreement is governed by Chilean law.

4.2           Any legal suit, action or proceeding arising out or based upon this Agreement or the transactions contemplated hereby shall be submitted to the ordinary courts with jurisdiction over the borough of Santiago, Chile.

4.3.          For all legal purposes, the parties agree to be domiciled in the city and borough of Santiago, Chile.

4.4           This Agreement is signed in two originals, one of which has been delivered to each of the parties.

 

  IN WITNESS WHEREOF, the parties have caused this agreement to be executed as of the date first written above.

 

ANNEX C

BACKSTOP SHAREHOLDER

 

ANNEX D

FORM OF BACKSTOP AGREEMENT

 

BACKSTOP AGREEMENT, dated as of July 12, 2016 (this “Agreement”), by and between TEP Chile S.A., a sociedad anónima incorporated and existing under the laws of Chile (the “Backstop Shareholder”), and Qatar Airways Q.C.S.C., a corporation incorporated and existing under the laws of Qatar (the “Investor”, and together with the Backstop Shareholder, the “Parties”, and each of the Investor and the Backstop Shareholder, a “Party”).

Capitalized terms used in this Agreement that are not otherwise defined herein shall have the meanings specified in the Subscription Agreement, dated the date hereof, by and between LATAM Airlines Group S.A. and the Investor (the “Subscription Agreement”).

RECITALS

 

WHEREAS, pursuant to Section 6.6 of the Subscription Agreement, to the extent the number of shares of Common Stock owned by the Investor and its Affiliates is less than 10.0% of the Post-Capital Increase Shares following the expiration and settlement of the Shortfall Purchase Order, the Investor wishes to acquire additional shares of Common Stock from the Backstop Shareholder with the objective of acquiring in aggregate 10.0% of the Post-Capital Increase Shares; and

 

WHEREAS, in this circumstance, the Backstop Shareholder is willing to sell to the Investor a number of shares of Common Stock not to exceed the Maximum Backstop Shares (as defined below) on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and mutual covenants and agreements herein set forth, the Parties agree as follows:

ARTICLE I

DEFINITIONS

As used herein, the following capitalized terms shall have the following meanings:

“Gap Shares” shall mean the number of shares of Common Stock that the Investor would need to acquire immediately following the Shortfall Purchase Order Closing Date in order for the Investor and its Affiliates collectively to become the beneficial owners of 10.0% of the Post-Capital Increase Shares.

“Maximum Backstop Shares” shall mean 15,329,106 shares of Common Stock owned by the Backstop Shareholder.

 

“Purchase Date” shall have the meaning specified in Section 1.2.

“Shareholder Backstop Shares” shall have the meaning specified in Section 1.2.

“Shortfall Purchase Order Closing Date” shall mean the final settlement date of the Shortfall Purchase Order.

“Subscription Price” means US$10.00 per share of Common Stock.

ARTICLE I

TRANSACTION

Section 1.1             Notification to the Backstop Shareholder and the Company.  On the Business Day immediately following the Shortfall Purchase Order Closing Date, the Investor shall deliver written notice to the Backstop Shareholder, with a copy to the Company, indicating (i) the number of shares of Common Stock it and its Affiliates own as of the Shortfall Purchase Order Closing Date and (ii) the number of Gap Shares.

Section 1.2             Purchase of Shareholder Backstop Shares.  Subject to the terms and conditions stated herein, on the third (3rd) Business Day following the Shortfall Purchase Order Closing Date (or another date following such third (3rd) Business Day agreed to by the Parties in writing) (the “Purchase Date”), the Investor shall purchase and accept, and the Backstop Shareholder shall sell and transfer to the Investor, for a per share purchase price equal to the Subscription Price, a number of shares of Common Stock equal to the lesser of (i) the Maximum Backstop Shares and (ii) the Gap Shares (such number of shares of Common Stock being referred to herein as the “Shareholder Backstop Shares”). The Parties agree to execute the transaction contemplated by this Agreement on the ▇▇▇▇▇▇▇▇ Stock Exchange. On the Purchase Date, (i) the Backstop Shareholder and the Investor shall execute a transfer agreement (traspaso de acciones) substantially in the form attached hereto as Annex A to effect the transfer of the Shareholder Backstop Shares, and the Backstop Shareholder shall deliver to the Investor certificates representing the Shareholder Backstop Shares or evidence that such certificates have not been issued or are held by the Company, and (ii) the Investor shall pay to the Backstop Shareholder the Subscription Price for each Shareholder Backstop Share by wire transfer of immediately available funds to an account designated by the Backstop Shareholder.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE BACKSTOP SHAREHOLDER

The Backstop Shareholder hereby represents and warrants to the Investor as of the date hereof and as of the Purchase Date as follows:

Section 2.1            Due Authorization.  The Backstop Shareholder has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement.

 

Section 2.2            Ownership of Maximum Backstop Shares; Absence of Encumbrances. The Backstop Shareholder is the sole record and beneficial owner of the Maximum Backstop Shares. The Backstop Shareholder has good title to the Maximum Backstop Shares, free and clear of any transfer restriction, lien, charge, pledge, security interest, claim or other encumbrance.  On the Purchase Date, the Backstop Shareholder will sell and transfer the Shareholder Backstop Shares to the Investor free and clear of any transfer restriction, lien, charge, pledge, security interest, claim or other encumbrance.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE INVESTOR

The Investor hereby represents and warrants to the Backstop Shareholder as of the date hereof and as of the Purchase Date that the Investor has full right, power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement.

ARTICLE IV

MISCELLANEOUS

Section 4.1            Notices.  All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if e-mailed, mailed or transmitted and confirmed by any standard form of telecommunication. Notices shall be given:

if to the Investor, to:

Qatar Airways

Qatar Airways Tower ▇

▇▇▇▇▇▇▇ ▇▇▇▇

▇▇▇▇, ▇▇▇▇▇

Attention: Group Chief Executive

Facsimile: (▇▇▇▇) ▇▇▇▇ ▇▇▇▇

E-mail:  ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇

with a copy to:

Qatar Airways

Qatar Airways Tower ▇

▇▇▇▇▇▇▇ ▇▇▇▇

▇▇▇▇, ▇▇▇▇▇

Attention: SVP Contracts

Facsimile: (▇▇▇▇) ▇▇▇▇ ▇▇▇▇

E-mail:  ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇

 

and a copy to:

Weil, Gotshal & ▇▇▇▇▇▇ LLP

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇

Facsimile: ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇

E-Mail: ▇▇▇-▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇

if to the Backstop Shareholder, to:

Turci Advogados

▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇, ▇▇ andar

04551-010

São Paulo – SP, Brasil

Attention: ▇▇▇▇▇▇ ▇▇▇▇▇

Facsimile: ▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇

E-mail: ▇▇▇▇▇@▇▇▇▇▇.▇▇▇

with a copy to:

▇▇▇▇▇▇▇▇ Chance US LLP

▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇

▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: ▇▇▇▇▇ ▇▇▇▇

Facsimile: ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇

E-mail: ▇▇▇▇▇.▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

and a copy to:

▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Eguiguren Vial ▇▇▇▇▇

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇, ▇▇▇▇▇

Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ B.

E-mail: ▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇

Section 4.2            Governing Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in such state. The obligations of the Parties under the transfer agreement (traspaso de acciones) to be executed pursuant to Section 2.2 of this Agreement shall be governed by the laws of the Republic of Chile.

 

Section 4.3            Submission to Jurisdiction; Agent for Service; Waiver of Jury Trial.

(a)           Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby or thereby (“Related Proceedings”) may only be instituted by any of the Parties in the federal courts of the United States of America located in the City and County of New York or the courts of the State of New York in each case located in the City and County of New York (collectively, the “Specified Courts”). Each Party hereby irrevocably submits to the exclusive jurisdiction of the Specified Courts in any Related Proceeding and agrees not to commence any Related Proceeding except in the Specified Courts. Each Party irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any such suit or proceeding in such courts and irrevocably and unconditionally waives and agrees not to plead or claim in any Specified Court that any Related Proceeding brought in any Specified Court has been brought in an inconvenient forum.

(b)           The Backstop Shareholder irrevocably appoints National Corporate Research, Ltd., located at ▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding, and agrees that service of process upon such authorized agent, and written notice of such service to the Backstop Shareholder by the person serving the same to the address provided in this Section 4.3(b), shall be deemed in every respect effective service of process upon the Backstop Shareholder in any such suit or proceeding. The Backstop Shareholder hereby represents and warrants that such authorized agent has accepted such appointment and has agreed to act as such authorized agent for service of process. The Backstop Shareholder further agrees to take any and all action as may be necessary to maintain such designation and appointment of such authorized agent in full force and effect for a period of six years from the date of this Agreement.

(c)           Within five (5) Business Days of the date hereof, the Investor will irrevocably appoint an authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such suit or proceeding. The Investor agrees that service of process upon such authorized agent, and written notice of such service to the Investor by the person serving the same to the address provided in this Section 4.3(c), shall be deemed in every respect effective service of process upon the Investor in any such suit or proceeding. The Investor will provide written evidence to the Backstop Shareholder that such authorized agent has accepted such appointment and has agreed to act as such authorized agent for service of process. The Investor further agrees to take any and all action as may be necessary to maintain such designation and appointment of such authorized agent in full force and effect from the date of such appointment of such authorized agent to the date that is six years from the date of this Agreement.

(d)           Each Party hereby waives any right to trial by jury in any suit or proceeding arising out of or relating to this Agreement.

 

(e)           The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Backstop Shareholder does not perform the provisions of this Agreement in accordance with its specified terms.  It is accordingly agreed that the Investor shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which the Investor is entitled at Law or in equity.  The Backstop Shareholder agrees that it will not oppose the granting of an injunction, specific performance or other equitable relief on the basis that the Investor has an adequate remedy at Law.

Section 4.4            Assignment.  No Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other Party; provided, however, that Investor may assign the right to acquire the Shareholder Backstop Shares pursuant to this Agreement to one or more of its wholly-owned Subsidiaries (it being agreed that any such assignment shall not release Investor from its obligations under this Agreement); and provided, further, that the Investor shall cause such Subsidiary to acquire the Shareholder Backstop Shares as contemplated in this Agreement. Any purported assignment in violation of this Agreement is null and void.

Section 4.5            Termination.  If the Subscription Agreement is terminated in accordance with its terms, this Agreement shall become null and void and each of the Parties shall be relieved of its duties and obligations arising under this Agreement after the date of such termination.

Section 4.6            Counterparts.  This Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument.

Section 4.7            Amendments or Waivers.  No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the Parties.

Section 4.8            Survival.  The representations, warranties, agreements and covenants of the Parties made herein shall survive the Purchase Date.

 

[Signature page follows]

 

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above.

 

ANNEX A TO THE BACKSTOP AGREEMENT

FORM OF SHARE TRANSFER AGREEMENT

TRASPASO DE ACCIONES

Santiago, [*] de [*] de 2016

Por medio del presente documento se efectúa la venta, cesión y traspaso de [*] acciones emitidas por la sociedad LATAM Airlines Group S.A. de propiedad del cedente [*], las que se venden, ceden y transfieren al cesionario y adquirente [*] al precio de US$[*] por acción.

_________________________________

Firma de los representantes del cedente

 

El adquirente declara aceptar la presente venta, cesión y traspaso, como asimismo los estatutos de la sociedad emisora.

_________________________________

Firma de los representantes del adquirente

El señor gerente de la sociedad emisora, o quien ▇▇▇▇ sus veces o un notario ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ inscribir el presente traspaso de acciones en el registro de accionistas a la presentación de este documento.

 

	ADQUIRENTE SOLICITA:
1.	Que la sociedad tenga a su disposición el título correspondiente a las acciones adquiridas o compradas, a contar de la fecha de recepción del traspaso.
2.	Que la sociedad no emita el título en el plazo establecido en el N° 1 precedente, sin perjuicio de la inscripción del traspaso correspondiente, y del derecho a solicitar el título cuando lo considere oportuno.

 

INFORMACIÓN DEL ADQUIRENTE PARA EL REGISTRO DE FIRMAS:

 

ANNEX E

FORM OF CHILEAN SUBSCRIPTION AGREEMENT

LATAM AIRLINES GROUP S.A.

Sociedad Anónima abierta

Inscripción Registro de Valores N° ▇▇▇

▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇ ▇▇ ACCIONES

En ▇▇▇▇▇▇▇▇ de Chile, a [______] de [______] de 2016, entre LATAM AIRLINES GROUP S.A., representada por su Gerente General, don [______], Rut [______], domiciliado en [______], [comuna], de la ciudad ▇▇ ▇▇▇▇▇▇▇▇ (la “Sociedad”); y don [______] RUT [______] domiciliado en [______] (el "Suscriptor"), se ha convenido el siguiente contrato de suscripción de acciones:

PRIMERO: En junta extraordinaria de accionistas de la Sociedad celebrada con fecha [______] de 2016, cuya acta se redujo a escritura pública con [esa misma fecha] en la Notaría de Santiagoe [______], se acordó aumentar el capital de la sociedad en la suma de $[______], mediante la emisión de [______] acciones de pago, de una misma y única serie, sin valor nominal. El extracto de la escritura antes mencionada se inscribió a ▇▇▇▇▇ [______], N° [______], del Registro de Comercio ▇▇ ▇▇▇▇▇▇▇▇, con fecha [______] de 2016, y se publicó en el Diario Oficial N° [______] de fecha [______] de 2016.

SEGUNDO: La Superintendencia de Valores y Seguros, con fecha [______] de 2016, inscribió en el Registro de Valores con el Nº [______], la emisión de [______] acciones de pago, de una misma y única serie, sin valor nominal, por un monto total de $[______], con cargo al aumento de capital referido en la cláusula Primera que precede. El plazo para la emisión, suscripción y pago de estas acciones es de [______].

[A la fecha, el total de dichas acciones han sido ofrecidas a los accionistas de la Sociedad para que éstos ejerzan su derecho de suscripción preferente, y se encuentra pendiente el plazo para que los accionistas (o sus cesionarios) ejerzan su derecho de suscripción preferente.  Con fecha [______] el accionista [______] ha cedido al Suscriptor su derecho a suscribir [______] acciones emitidas por la Sociedad con cargo al aumento de capital referido en la cláusula Primera que precede. En consecuencia, a esta fecha el Suscriptor tiene derecho a suscribir [______] acciones de pago, de una misma y única serie, sin valor nominal, emitidas por la Sociedad, a un precio por acción de $[______].]¹

[El total de dichas acciones ya fue ofrecido a los accionistas de la Sociedad durante el período legal de opción preferente de 30 ▇▇▇▇, entre el [______] de 2016 y el [______] de 2016, para ser suscritas a un precio por acción de $[*] pagadero al contado. Tras dicha colocación, quedó un remanente total de [______] acciones que no fueron suscritas ni pagadas.  Conforme a lo dispuesto en ▇▇ ▇▇▇ de Sociedades Anónimas y en su Reglamento, la Sociedad se encuentra facultada para ofrecer dichas acciones no suscritas ni pagadas a terceros, con tal que dicha oferta no se efectúe a valores inferiores o en condiciones más ventajosas. Atendido lo expuesto, en este acto la Sociedad ofrece al Suscriptor la posibilidad de suscribir [______] acciones de pago, de una misma y única serie, sin valor nominal, emitidas por la Sociedad, a un precio por acción de $[______].]²

 

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1	Note to Form: To be inserted for subscription of shares in respect of Assigned Preemptive Rights.

 

▇▇▇▇▇▇▇: Por el presente instrumento, el Suscriptor suscribe para sí [______] acciones de LATAM AIRLINES GROUP S.A., al precio de $[______] cada una. En consecuencia, el precio total de la suscripción es de $[______], precio que es pagado por el Suscriptor en este acto, al contado.

Esta suscripción de acciones fue pagada al contado mediante  transferencia electrónica de fondos a la cuenta de la Sociedad en el banco [______].

CUARTO: Los títulos correspondientes a las acciones suscritas en virtud de este instrumento, estarán a disposición del suscriptor en las oficinas de DCV REGISTROS S.A., ubicadas en Huérfanos N° 770, Piso 22 Santiago, en el plazo que el suscriptor señale conforme a la alternativa que se indica a continuación (En caso de omisión se considerará que el suscriptor opta por la alternativa N° 2):

 

1.

☐    Que la sociedad tenga a su disposición el título correspondiente a las acciones suscritas, dentro del plazo de 10 ▇▇▇▇ hábiles, contado a partir de la fecha en que se reciba el contrato de suscripción.

 

2.

☐    Que la sociedad no emita el título en el plazo establecido en el N° 1 anterior, sin perjuicio de la inscripción del traspaso correspondiente, y del derecho a solicitar el título cuando lo considere oportuno.

Esta nota se transcribe en virtud de lo estipulado en la Circular N° 1816, de fecha ▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇ ▇▇ Superintendencia de Valores y Seguros

QUINTO: Para todos los efectos de este contrato, las partes fijan su domicilio en la ciudad ▇▇ ▇▇▇▇▇▇▇▇ y se someten expresamente a la competencia de sus tribunales ordinarios de justicia.

SEXTO: El presente contrato se otorga en dos ejemplares, quedando uno en poder de cada parte.

 

ANNEX F

REGISTRATION RIGHTS TERMS AND CONDITIONS

Section 1.              Definitions.  As used in this Annex F, the following terms shall have the following meanings, and terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Agreement to which this Annex F is annexed:

“Adverse Disclosure” means public disclosure of material non-public information that, in the good faith judgment of the Board (after consultation with legal counsel): (i) would be required to be made in any Registration Statement filed with the SEC or SVS by the Company so that such Registration Statement would not be materially misleading; (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement and (iii) would not be in the best interests of the Company to disclose publicly.

“Proceeding” shall mean an action, claim, suit, arbitration or proceeding (including an investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“Prospectus” shall mean a prospectus included in any Registration Statement (including a prospectus that discloses information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon SEC rules), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such prospectus.

“Public Offering” shall mean the sale of Common Stock to the public pursuant to an effective Registration Statement (other than Form F-4 or any successor form) filed under the Securities Act or any comparable law or regulatory scheme of any foreign jurisdiction.

“Registrable Securities” shall mean, as of any date of determination, any (i) Common Stock held by the Investor and/or its Affiliates and (ii) American Depositary Shares (evidenced by American Depositary Receipts) representing such shares of Common Stock. Any particular shares of Common Stock shall cease to be Registrable Securities when (i) they are sold pursuant to an effective Registration Statement under the Securities Act or the Securities Market Law or (ii) they shall have ceased to be outstanding.

“Registration Statement” shall mean any registration statement of the Company under the Securities Act or similar registration document under the Securities Market Law for purposes of a Public Offering in Chile, which, in each case, covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

“Rule 144” shall mean Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

 

“Scheduled Black-Out Period” shall mean the applicable “Close Periods” as specified in the Company’s Manual for the Handling of Information of Interest to the Market (or successor policy) in force at the relevant time.

“underwritten registration” or “underwritten offering” shall mean a registration in which securities of the Company are sold to an underwriter for reoffering to the public or in which an underwriter commits to acquire such securities if and to the extent they are not acquired by third parties.

Section 2.              Demand Registration.

(a) Requests for Registration. Subject to the following paragraphs of this Section 2(a), the Investor shall have the right, by delivering or causing to be delivered a written notice to the Company, to require the Company to register pursuant to the terms of this Annex F, under and in accordance with the provisions of the Securities Act or the Securities Market Law, the offer, sale and distribution of a number of Registrable Securities equal to at least two percent (2%) of the Common Stock outstanding as of the date of relevant Demand Notice pursuant to the terms of this Agreement (any such written notice, a “Demand Notice” and any such registration, a “Demand Registration”).  Following receipt of a Demand Notice for a Demand Registration in accordance with this Section 2(a), the Company shall use its reasonable best efforts to file a Registration Statement in accordance with such Demand Notice as soon as reasonably practicable after delivery of such Demand Notice.

No Demand Registration shall be deemed to have occurred for purposes of this Section 2(a), and any Demand Notice delivered in connection therewith shall not count as a Demand Notice for purposes of Section 2(d), if (i) the Registration Statement relating thereto (A) does not become effective or (B) is not maintained effective for the period required pursuant to this Section 2 or (ii) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction or similar order or requirement of the SEC or similar order by the SVS during such period or (iii) the conditions to closing specified in any underwriting agreement, purchase agreement, or similar agreement entered into in connection with the registration relating to such request are not satisfied or waived, in each of the foregoing cases other than as a result of the Investor’s action.

All requests made pursuant to this Section 2 will specify the number of Registrable Securities to be registered and the intended method(s) of disposition thereof.

Except as otherwise agreed by Investor, the Company shall maintain the continuous effectiveness of the Registration Statement with respect to any Demand Registration until such securities cease to be Registrable Securities or such shorter period, as confirmed in writing by the Investor upon request by the Company, ending when such Registrable Securities have actually been sold.

 

(b) Postponement of Demand Registration. The Company shall be entitled to (1) postpone, the filing (but not the preparation) of a Registration Statement or (2) require the Investor to refrain from disposing Registrable Securities pursuant to a Registration Statement (and the Investor shall forthwith discontinue such disposition) (collectively (1) and (2) a “Suspension”), if, the Company delivers a notice to the Investor stating that (A) such registration, offering or disposition would (i) require the Company to make an Adverse Disclosure or (ii) materially interfere with any bona fide material financing, acquisition, disposition or other similar transaction involving the Company or any of its Subsidiaries then under consideration or (iii) occur during a Scheduled Black-Out Period, or (B) any event of the kind described in Section 4(c)(ii), (iii) or (iv) has occurred; provided that in the case of a Suspension declared pursuant to clause (A)(i) or (A)(ii) above, the Company shall be limited to calling no more than two (2)) Suspensions in any 12-month period, with each Suspension being for a reasonable period and such Suspensions not aggregating more than 90 days in any 12-month period. Such notification shall contain a non-binding approximation of the anticipated delay. The Investor shall keep the information contained in such certificate confidential subject to the same terms set forth in Section 4(l). If the Company shall so postpone the filing of a Registration Statement, the Investor shall have the right to withdraw the request for registration by giving written notice to the Company within 10 calendar days of the anticipated termination date of the postponement period, as provided in the certificate delivered to the Investor and, for the avoidance of doubt, upon such withdrawal, the withdrawn request shall not constitute a Demand Notice; provided that in the event the Investor does not so withdraw the request for registration, the Company shall continue to prepare a Registration Statement during such postponement such that, if it exercises its rights under this Section 2(b), it shall be in a position to and shall, as promptly as practicable following the expiration of the applicable deferral or suspension period, file or update and use its reasonable best efforts to cause the effectiveness of the applicable deferred or suspended Registration Statement.

(c) Cancellation of a Demand Registration. The Investor shall have the right to notify the Company that it has determined that the registration statement be abandoned or withdrawn, in which event the Company shall abandon or withdraw such registration statement; provided that such Demand Notice underlying such abandonment or withdrawal shall not be deemed to be a Demand Notice for purposes of Section 2(d) if in response to a material adverse change regarding the Company; provided, further, that if any registration statement is abandoned or withdrawn pursuant to this Section 2(c) for any reason other than as described in the foregoing proviso, the Investor shall reimburse the Company for all of its reasonable out of pocket expenses incurred in connection with or arising out of such abandoned or withdrawn registration statement (including all expenses described in Section 5).

(d) Limitation of Demand Notices. In connection with the provisions of this Section 2, the Investor may not make more than two Demand Registration requests.

(e)  SEC Delisting and Deregistration.  Notwithstanding anything in this Annex F, if the Company has filed a Form 25 with the SEC to delist the Registrable Securities from a U.S. national securities exchange (or such exchange has filed a Form 25 with the SEC to delist such securities), or if the Company has publicly announced its intention to file a Form 15F to deregister its Registrable Securities under the applicable U.S. Securities Laws, the Investor shall not longer be entitled to submit a Demand Registration requesting that the Registrable Securities be registered with the SEC.

 

Section 3.             Restrictions on Public Sale by the Investor. The Investor and the Company in connection with any underwritten offering made pursuant to a Registration Statement filed pursuant to Section 2, if requested in writing by the managing underwriter or underwriters in such offering, will not effect any public sale or distribution of any of the Company’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to another Person any of the economic consequences of owning Common Stock.

Section 4.             Registration Procedures. If and whenever the Company is required to effect the registration of any Registrable Securities under the Securities Act as provided in Section 2, the Company shall use its reasonable best efforts to effect such registration to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof, and pursuant thereto the Company shall cooperate in the sale of the securities and shall use its reasonable best efforts, as expeditiously as possible to the extent applicable, to:

(a) prepare and file with the SEC or the SVS a Registration Statement or Registration Statements on such form as shall be available for the sale of the Registrable Securities by the Investor in accordance with the intended method or methods of distribution thereof and in accordance with this Agreement, and use its reasonable best efforts to cause such Registration Statement to become effective and to remain effective as provided herein; provided that before filing a Registration Statement or Prospectus or any amendments or supplements thereto (including documents that would be incorporated or deemed to be incorporated therein by reference), the Company shall furnish or otherwise make available to the Investor, its counsel and the managing underwriters, if any, copies of all such documents proposed to be filed, which documents will be subject to the reasonable review and comment of such counsel, and such other documents reasonably requested by such counsel, including any comment letter from the SEC;

(b) prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration Statement continuously effective during the period provided herein and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement;

(c) notify the Investor, its counsel and the managing underwriters, if any, promptly, and (if requested by any such Person) confirm such notice in writing, (i) when a Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective, (ii) of any request by the SEC, the SVS or any other federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or for additional information, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose or the issuance by the SVS of any similar order, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, and (v) if the Company has knowledge of the happening of any event that makes any statement made in such Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in such Registration Statement, Prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading;

 

(d) prevent the issuance or obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction at the earliest date reasonably practicable;

(e) if requested by the managing underwriters, if any, promptly include in a Prospectus supplement or post-effective amendment such information as the managing underwriters, if any, and the Investor may reasonably request in order to permit the intended method of distribution of such securities and make all required filings of such Prospectus supplement or such post-effective amendment as soon as practicable after the Company has received such request; provided that the Company shall not be required to take any actions under this Section 4(e) that are not, based on advice of counsel for the Company, in compliance with applicable law;

(f) deliver to the Investor, its counsel, and the underwriters, if any, without charge, as many copies of the Prospectus or Prospectuses (including each form of Prospectus) and each amendment or supplement thereto as such Persons may reasonably request from time to time in connection with the distribution of the Registrable Securities; provided that the Company may furnish or make available any such documents in electronic format; and the Company, subject to Section 2(b), hereby consents to the use of such Prospectus and each amendment or supplement thereto by the Investor and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any such amendment or supplement thereto;

(g) cooperate with, and direct the Company’s transfer agent to cooperate with, the Investor and the managing underwriters, if any, to facilitate the timely settlement of any offering or sale of Registrable Securities in compliance with all applicable laws, including the preparation and delivery of certificates or instructions as may be reasonably necessary in the circumstances;

(h) subject to the Company’s right to declare a Suspension pursuant to Section 2(b), upon the occurrence of, and its knowledge of, any event contemplated by Section 4(c)(v) above, prepare a supplement or post-effective amendment to the Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such that the Registration Statement will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading, and the Prospectus will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

 

(i) enter into underwriting agreements in form, scope and substance as is customary in underwritten offerings and such other documents reasonably required under the terms of such underwriting agreements (including customary legal opinions and auditor “comfort” letters) and take all such other actions reasonably requested by the managing underwriters, if any, to expedite or facilitate the disposition of such Registrable Securities;

(j) permit and reasonably cooperate with a customary due diligence review by representatives of the Investor, any underwriter participating in any such disposition of Registrable Securities, if any, and any counsel or accountants retained by the Investor or underwriter (collectively, the “Offering Persons”); provided that any information disclosed in connection with such due diligence review that is not generally publicly available at the time of such disclosure shall be kept confidential by such Offering Persons unless, and only to the extent, (i) disclosure of such information is required by court or administrative order or in connection with an audit or examination by, or a blanket document request from, a regulatory or self-regulatory authority, bank examiner or auditor, (ii) disclosure of such information, in the reasonable judgment of the Offering Persons, is required by law or applicable legal process (including in connection with the offer and sale of securities pursuant to the rules and regulations of the SEC) or (iii) such information is or becomes generally available to the public other than as a result of a non-permitted disclosure or failure to safeguard by such Offering Persons in violation of this Agreement. In the case of a proposed disclosure pursuant to (i) or (ii) above, such Person shall be required to give the Company written notice of the proposed disclosure prior to such disclosure (except in the case of (ii) above when a proposed disclosure was or is to be made in connection with a Registration Statement or Prospectus under this Agreement and except in the case of clause (i) above when a proposed disclosure is in connection with a routine audit or examination by, or a blanket document request from, a regulatory authority); and

(k) cause its senior management to use their reasonable best efforts to support the marketing of the Registrable Securities covered by the Registration Statement (including participation in “road shows” of customary duration and geographic extent) taking into account the Company’s business needs; it being understood that, notwithstanding anything in this Agreement to the contrary, the Company and its officers shall not be obligated to engage in more than two road shows in connection with the Investor’s requests to register the Registrable Securities pursuant to this Agreement.

In the case of a Public Offering in Chile, at the request of the Investor, the Company shall reasonably cooperate to facilitate such Public Offering, taking into account customary practices of Public Offerings in Chile, to the extent necessary or advisable to consummate such Public Offering.

 

The Company may require the Investor to furnish to the Company in writing such information required in connection with such registration regarding the Investor and the distribution of such Registrable Securities as the Company may, from time to time, reasonably request in writing.

Section 5.             Registration Expenses.  All fees and expenses incurred by the Company and incident to the performance of or compliance with this Agreement by the Company (including without limitation (i) all registration and filing fees (including fees and expenses with respect to (A) all SEC, stock exchange or trading system and FINRA registration, listing, filing and qualification and any other fees associated with such filings, including reasonable legal fees with respect to counsel for the underwriters, and (B) compliance with securities or “blue sky” laws, including any fees and disbursements of counsel for the underwriters in connection with “blue sky” qualifications of the Registrable Securities pursuant to Section 4(h)), (ii) fees and expenses of the financial printer, (iii) messenger, telephone and delivery expenses of the Company, (iv) fees and disbursements of counsel for the Company, (v) fees and disbursements of all independent certified public accountants, including the expenses of any special audits and/or “comfort letters” required by or incident to such performance and compliance), shall be borne by the Company, whether or not any Registration Statement is filed or becomes effective. All underwriters’ discounts and selling commissions, fees and expenses of any legal counsel or other advisors to the Investor (except in connection with FINRA registration pursuant to clause (A) above) and other fees and expenses incurred by the Investor, in each case related to Registrable Securities registered in accordance with this Agreement, shall be borne by the Investor. In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties).

Section 6.             Indemnification.  The Company and the Investor agree to enter into customary indemnity arrangements in connection with a Public Offering made pursuant to this Annex F.

Section 7.             Appointment of Underwriters.  In connection with any underwritten offering, each of the Investor and the Company shall be entitled to select one of up to two investment bankers and managers to serve as joint-lead underwriters, after prior consultation with the other Party in good faith.

 

ANNEX G

FORM OF OFFICER’S CERTIFICATE OF THE COMPANY

LATAM AIRLINES GROUP S.A.

OFFICER’S CERTIFICATE

[●], 2016

This Officer’s Certificate (this “Certificate”) is delivered pursuant to Section 7.2(e) of the Subscription Agreement, dated as of [●], 2016 (the “Agreement”), by and between LATAM Airlines Group S.A., a corporation (sociedad anónima) incorporated and existing under the laws of the Republic of Chile (the “Company”), and Qatar Airways Q.C.S.C., a corporation incorporated and existing under the laws of Qatar (the “Investor”). Capitalized terms not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Agreement.

The undersigned, [●], the duly elected, authorized and acting [●] of the Company, in such capacity and not individually, does hereby certify on behalf of the Company, as of the date hereof as follows:

 

1.             The Other Representations with respect to the Company that are qualified by materiality or Material Adverse Effect and the Fundamental Representations of the Company shall be true and correct in all respects, and the Other Representations with respect to the Company that are not qualified by materiality or Material Adverse Effect are true correct in all material respects, in each case, on and as of the date hereof, with the same effect as though such representations and warranties had been made on and as of the date hereof (except for any such representations and warranties that are made as of a specific date, which representations and warranties were true and correct as of such specific date).

2.             The Company has performed and complied with, in all material respects, all covenants and agreements required by the Agreement to be performed or complied with by the Company on or before the date of this Certificate.

[Signature page follows]

 

 

ANNEX H

FORM OF OFFICER’S CERTIFICATE OF THE INVESTOR

[INVESTOR]

 

OFFICER’S CERTIFICATE

[●], 2016

This Officer’s Certificate (this “Certificate”) is delivered pursuant to Section 7.3(c) of the Subscription Agreement, dated as of [●], 2016 (the “Agreement”), by and between LATAM Airlines Group S.A., a corporation (sociedad anónima) incorporated and existing under the laws of the Republic of Chile (the “Company”), and Qatar Airways Q.C.S.C., a corporation incorporated and existing under the laws of Qatar (the “Investor”). Capitalized terms not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Agreement.

The undersigned, [●], the duly elected, authorized and acting [●] of the Investor, in such capacity and not individually, does hereby certify on behalf of the Investor, as of the date hereof as follows:

 

1.             The Other Representations of the Investor that are qualified by materiality or Material Adverse Effect and the Fundamental Representations of the Investor shall be true and correct in all respects, and the Other Representations of the Investor that are not qualified by materiality or Material Adverse Effect are true correct in all material respects, in each case, on and as of the date hereof, with the same effect as though such representations and warranties had been made on and as of the date hereof (except for any such representations and warranties that are made as of a specific date, which representations and warranties were true and correct as of such specific date).

2.             The Investor has performed and complied with, in all material respects, all covenants and agreements required by the Agreement to be performed or complied with by the Investor on or before the date of this Certificate.

[Signature page follows]

 

 

 

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