MATERIAL FACT

TAM S.A. (BM&FBovespa: TAMM4 and NYSE: TAM) (“TAM”), pursuant to Law No. 6.404/76 and CVM Instruction No. 358/02, as amended, hereby informs its shareholders and the financial market, in continuation to the Communication to the Market published on March 14, 2011, regarding transactions between TAM and TRIP – Linhas Aéreas S.A. (“TRIP”), the following:

1. TAM and TRIP – Linhas Aéreas S/A are maintaining negotiations, and signed on March 29, 2011 a Term Sheet, with no binding effect, in order to identify possible opportunities for strengthening and expanding their business through the development of a strategic alliance complementary to the existing Codeshare Agreement. Pursuant to the Term Sheet signed, once executed the binding documents and verified the precedent conditions to be mutually agreed (including the approval by the applicable authorities), TAM will acquire at the end a minority stake in TRIP representative of 31% of its total capital stock and 25% of its voting capital stock and the remaining in preferred shares.

2. TAM seeks to capture market growth and have a more significant exposure in the medium density routes market. TAM´s current routes and TRIP’s are mostly complementary. The improvement in the connectivity could lead to an even greater flow of passengers for both companies.

3. It is not possible, at this moment, to provide any forecast about the outcome of the mentioned negotiations, since they are still preliminary and do not bind or oblige the parties, which may withdraw from negotiations at any time without being able to be claimed, by any of the parties, right of indemnity for any reason.

4. TAM will keep its shareholders and the financial market informed with respect to the eventual conclusion of those negotiations and will comment again about this subject if materialized any fact that should be disclosed, as required by law and regulations of CVM.

São Paulo, March 30, 2011.