TAM S.A. (TAM)

Subsequent Events

On October 9, 2009, commander David Barioni Neto, our CEO at the time, renounced his position by his own decision. Our Vice-President of Finance, Management and IT and Investor Relations Director, Líbano Miranda Barroso, whom since 2004 already participates in the company’s executive directory, will accumulate temporarily the position of CEO.

On October 22, 2009, we announced that TAM Capital 2 Inc., which is wholly owned by TAM'sits subsidiary TAM Linhas Aéreas S.A., issued U$ 300 million in Senior Guaranteed Notes due 2020 (the “Bonds”). Interest on the bonds will be payable semi-annually, with cupons of 9.5% per annum. TAM and its subsidiary, TAM Linhas Aéreas S.A.., will provide an irrevocable, irretractable joint guarantee for TAM Capital 2's obligations under the Bonds. The net proceeds will be applied all TAM Capital 2 obligations, in the context of the aforesaid issue. The funds obtained with the Bonds will be allocated primarily for general corporate purposes.

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28 Subsequent Events

On July 30, 2008 the Company reported that the TAM Airlines, a company based in Asuncion , Paraguay, is going to adopt a management model based on the three pillars that support the company’s activities: Service Excellence, Technical and Operational Excellence, and Managerial Excellence. TAM Airlines has been the new name of TAM Mercosur since last March, pursuant to the guidelines for repositioning the brand that accompanied the expansion of TAM in the international market.

The management model is being adopted in all parts of the group, aligning administrative and operational processes and seeking continuous improvement of passenger and cargo air transport services.

With the administrative restructuring of the group’s Paraguayan company, 133 employees will be transferred to the personnel roster of TAM Linhas Aéreas. About 120 employees are being let go. In recognition of the service of these employees, the company is offering a package of benefits superior to what is required by law, and that includes an extension of the health plan and the granting of air travel discounts for a period proportional to time of service. These employees will also receive support in the process of reentering the job market.

With the aim of optimizing resources and improving the company’s operational capacity, there will be changes in TAM's air network, specifically, in the routes flying in and out of the Paraguayan capital.

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31 Subsequent events

On July 30, 2008 the Company reported that the TAM Airlines, a company based in Asuncion in Asunción, Paraguay, is going to adopt a management model based on the three pillars that support the company’s activities: Service Excellence, Technical and Operational Excellence, and Managerial Excellence. TAM Airlines has been the new name of TAM Mercosur since last March, pursuant to the guidelines for repositioning the brand that accompanied the expansion of TAM in the international market.

The management model is being adopted in all parts of the group, aligning administrative and operational processes and seeking continuous improvement of passenger and cargo air transport services.

With the administrative restructuring of the group’s Paraguayan company, 133 employees will be transferred to the personnel roster of TAM Linhas Aéreas. About 120 employees are being let go. In recognition of the service of these employees, the Company is offering a package of benefits superior to what is required by law, and that includes an extension of the health plan and the granting of air travel discounts for a period proportional to time of service. These employees will also receive support in the process of reentering the job market.

With the aim of optimizing resources and improving the Company’s operational capacity, there will be changes in TAM's air network, specifically, in the routes flying in and out of the Paraguayan capital.

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29 Subsequent events

(i) On October 31, 2007 TLA was authorized by the Extraordinary Stockholders' Meeting to participate as an investor in the Cayman Islands’ offshore company TAM Financial Services 2 Limited, which main activities involve aircraft acquisition and financing.

(ii) On November 1, 2007 the Extraordinary Stockholders' Meeting approved the extension of the term to subscribe stock options, as previously approved in the Meeting held on August 29, 2009 referred to in Note 22 (e), to November 15, 2007.

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30 Subsequent events

(i) On July 17, 2007, TAM flight 3054 from Porto Alegre to São Paulo—Congonhas had an accident during landing at Congonhas airport. There were no survivors among the 163 passengers, 18 TAM employees and six crew members on board the aircraft. There were additional fatalities in a TAM Express facility into which the aircraft collided. The Company immediate priority following the accident was to provide assistance to the families of the victims and also dedicate to ensuring that there is a continuous flow of relevant information to the public. The steps Company has taken since the accident includes:

• the establishment of Family Assistance, including a dedicated toll free number (0800 117900) for family members and the provision of counseling, transportation, hotels and other needs;
  
  
• the activation of a company family assistance program;
  
  
• the deployment of specialized teams to different sites where assistance is needed;
  
  
• jointly with Unibanco AIG, we have established two offices, in São Paulo and Porto Alegre, for individual services to family members to handle compensation issues;
  
  
• in order to keep family members permanently informed regarding assistance available, the progress of the investigation and the release of information, also establishing a website for the exclusive use and safe access by family members;
  
  
• disclosure of information to the public. Since the date of the accident, the Company has issued more than 40 notices to the public containing information relating to the accident; and
  
  
• full cooperation with regulatory and investigative authorities.

The Company is following Brazilian regulation IAC 200-1001 on Family Assistance and other national rules regarding the investigation of this accident.

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The Company is fully cooperating with all regulatory and investigative authorities to determine the cause of this accident. Presently, the Company does not have sufficient information to estimate the amount of potential claims relating to this accident. The Company maintains insurance for the coverage for such risks, wich are expected to cover any obligations generated by this accident.

(ii) On August 1, 2007 the Board of Directors’ announced, in respect and honor of the victims of the accident flight 3054, respective family members and our employees, the decision to donate the land utilized before by the Cargo Terminal – TAM

Express, located at Av. Washington Luis, to the city of São Paulo, with the intention of providing the location for a Memorial to remind the accident victims.

Considering that part of the building was given as part of the guarantees linked to a financial loan, the donation is conditioned to the approval of the financial institution involved.

30 Subsequent events

(i) On July 17, 2007, TAM flight 3054 from Porto Alegre to São Paulo—Congonhas had an accident during landing at Congonhas airport. There were no survivors among the 163 passengers, 18 TAM employees and six crew members on board the aircraft. There were additional fatalities in a TAM Express facility into which the aircraft collided. The Company immediate priority following the accident was to provide assistance to the families of the victims and also dedicate to ensuring that there is a continuous flow of relevant information to the public. The steps Company has taken since the accident includes:

• the establishment of Family Assistance, including a dedicated toll free number (0800 117900) for family members and the provision of counseling, transportation, hotels and other needs;
  
  
• the activation of a company family assistance program;
  
  
• the deployment of specialized teams to different sites where assistance is needed;
  
  
• jointly with Unibanco AIG, we have established two offices, in São Paulo and Porto Alegre, for individual services to family members to handle compensation issues;
  
  
• in order to keep family members permanently informed regarding assistance available, the progress of the investigation and the release of information, also establishing a website for the exclusive use and safe access by family members;
  
  
• disclosure of information to the public. Since the date of the accident, the Company has issued more than 40 notices to the public containing information relating to the accident; and
  
  
• full cooperation with regulatory and investigative authorities.

The Company is following Brazilian regulation IAC 200-1001 on Family Assistance and other national rules regarding the investigation of this accident.

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The Company is fully cooperating with all regulatory and investigative authorities to determine the cause of this accident. Presently, the Company does not have sufficient information to estimate the amount of potential claims relating to this accident. The Company maintains insurance for the coverage for such risks, wich are expected to cover any obligations generated by this accident.

(ii) On August 1, 2007 the Board of Directors’ announced, in respect and honor of the victims of the accident flight 3054, respective family members and our employees, the decision to donate the land utilized before by the Cargo Terminal – TAM Express, located at Av. Washington Luis, to the city of São Paulo, with the intention of providing the location for a Memorial to remind the accident victims.

Considering that part of the building was given as part of the guarantees linked to a financial loan, the donation is conditioned to the approval of the financial institution involved.

29 Subsequent events

At April 5, 2007, was constituted TAM Capital Inc., wholly-owned subsidiary TAM Linhas Aéreas S.A.

At April 10, 2007, the Board of Directors approved the grating of irrevocable, irreversible and comprehensive guarantee with a view to complying with all liabilities of the TAM Capital Inc.

At April 25, 2007, TAM Capital Inc., has closed an offering of R$ 300 million 7.375% senior notes due 2017 (“notes”) in a transaction under the United State Securities Act of 1933, as amended (“Securities Act”).

30 Subsequent events

On February 27, 2007, the Board of Directors approved the annual dividends payment and interest on stockholders’ equity based on the 2006 net income to be paid on March 30, 2007.

Subsequent Events

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31 Subsequent events

At a meeting of the Administrative Council held on July 7, 2006:

(i) approval was given to increase share capital by R$486,775 (within authorized capital), by the capitalization of share premium accounts arising from the issue of shares and maintained within Capital Reserves.

(ii) approval was given for delivery to the CVM (Brazil´s SEC) of a preliminary prospectus for the first program to publicy issue debentures with a total value of R$1,000,000 and a time-limit for issue of two years.

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(iii) approval was given for the issue of 50,000 debentures with a nominal value of R$ 10 each – totalling R$500,000. This is the first time the Company has issued unsecured, nominal, registered, non-convertible debentures to the public. Subsidiary TLA will guarantee repayment.

The Company may choose to grant to financial institutions taking part in the issue, an option to distribute a further quantity of debentures corresponding to 15% of the issue as well as to increase the originally approved issue amount by 20%. The debentures will have a six year life, with repayments being made on August 1^st of 2010, 2011 and 2012

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31 Subsequent events

At a meeting of the Administrative Council held on July 7, 2006:

(i) approval was given to increase share capital by R$486,775 (within authorized capital), by the capitalization of share premium accounts arising from the issue of shares and maintained within Capital Reserves.

(ii) approval was given for delivery to the CVM (Brazil´s SEC) of a preliminary prospectus for the first program to publicy issue debentures with a total value of R$1,000,000 and a time-limit for issue of two years.

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(iii) approval was given for the issue of 50,000 debentures with a nominal value of R$ 10 each - totalling R$500,000. This is the first time the Company has issued unsecured, nominal, registered, non-convertible debentures to the public. Subsidiary TLA will guarantee repayment.

The Company may choose to grant to financial institutions taking part in the issue, an option to distribute a further quantity of debentures corresponding to 15% of the issue as well as to increase the originally approved issue amount by 20%. The debentures will have a six year life, with repayments being made on August 1^st of 2010, 2011 and 2012

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31 Subsequent events

On April 6, 2006 an increase in the Company's Issued Capital was approved, within the amount of Authorized Capital, as a result of the exercising of an option for a supplementary block of shares as permitted by a Preference share distribution agrement.

The supplemental block of shares amounted to R$63,163, corresponding to the issue of 1,503,879 preference shares ate the price of R$42,00 per share of which R$5.2762 is recorded as Issued Capital and R$36.7238 is taken to Capital Reserve as Share Premium. The increase in capital amounted to R$7,935, resulting in it increasing from R$180,290 to R$188,225. Upon conclusion of this operation, Share Capital comprises 150,563,341 shares of which 59,794,843 are ordinary and 90,768,498 preferred and the free float becomes 45.3% of Share Capital.

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31 Subsequent events

On April 6, 2006 an increase in the Company's Issued Capital was approved, within the amount of Authorized Capital, as a result of the exercising of an option for a supplementary block of shares as permitted by a Preference share distribution agrement.

The supplemental block of shares amounted to R$63,163, corresponding to the issue of 1,503,879 preference shares ate the price of R$42,00 per share of which R$5.2762 is recorded as Issued Capital and R$36.7238 is taken to Capital Reserve as Share Premium. The increase in capital amounted to R$7,935, resulting in it increasing from R$180,290 to R$188,225. Upon conclusion of this operation, Share Capital comprises 150,563,341 shares of which 59,794,843 are ordinary and 90,768,498 preferred and the free float becomes 45.3% of Share Capital.

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