EX-4.24.5



 Exhibit 4.24.5 
  

LETTER AGREEMENT No 3.2 
 AEROVIAS DEL
CONTINENTE AMERICANO S.A. AVIANCA, 
 Avenida Calle 26 
 No. 59-15 Bogota, 
 Colombia 

GRUPO TACA HOLDINGS LIMITED, 
 Winterbotham Place, 

Marlborough and Queen Streets 
 P.O. Box N-3026 Nassau, 
 the Bahamas 

Subject: BACKLOG AIRCRAFT 
 GRUPO TACA HOLDINGS
LIMITED, AEROVIAS DEL CONTINENTE AMERICANO S.A. AVIANCA (jointly and severally referred to as the “Buyer”) and AIRBUS S.A.S. (the “Seller”) have entered into an A320neo Family Purchase
Agreement (the “Agreement”) dated April 30th, 2015, which covers, among other things, the manufacture and the sale by the Seller and the purchase by the Buyer of the Aircraft
under the terms and conditions in said Agreement. 
 The Buyer and the Seller have agreed to set forth in this Letter Agreement N°3.2 (the
“Letter Agreement No3.2”) certain additional terms and conditions regarding the Aircraft. 

Capitalized terms used herein and not otherwise defined in this Letter Agreement N°3.2 shall have the meanings assigned thereto in the Agreement. 

Both parties agree that this Letter Agreement N°3.2, upon execution hereof, shall constitute an integral, nonseverable part of said Agreement, that the
provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement N°3.2 shall be governed by all the provisions of the Agreement; as such provisions have been specifically amended pursuant to this Letter
Agreement N°3.2. If there is any inconsistency between the provisions of the Agreement and the provisions of this Letter Agreement N°3.2 then the provisions of this Letter Agreement N°3.2 will govern. 

  

	***	Represents material which has been redacted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933, as
amended. 



  

			
	 CT1307579
 A320neo Family PA – April
2015
	  	LA3.2 - April 2016 - Page 1 of 3









 LETTER AGREEMENT No 3.2 

 
  

	0	PREAMBLE 

 *** 

This Letter Agreement No3.2 deletes and replaces in its entirety the Letter Agreement No3.1 of the Agreement. 
 *** 

 

	1	BACKLOG A320ceo FAMILY AIRCRAFT 

 *** 

 

	2	*** 

  

	3	*** 

  

	4	ASSIGNMENT 

 Except as provided in Clause 21 of the Agreement, this Letter Agreement
N°3.2 is not transferable, and the Buyer’s rights under this Letter Agreement N°3.2 shall not be assigned, sold, transferred or otherwise alienated by operation of law or otherwise to any person other than the Buyer. Any unauthorised
assignment, sale, transfer or other alienation of the Buyer’s rights under this Letter Agreement N°3.2 with respect to any Aircraft will be void and without effect. 
  

	5	CONFIDENTIALITY 

 This Letter Agreement N°3.2 (and its existence) shall be treated by
both parties as confidential in accordance with Clause 22.15 of the Agreement. 
  

	6	COUNTERPARTS 

 This Letter Agreement N°3.2 may be signed in any number of separate
counterparts. Each counterpart, when signed and delivered (including counterparts delivered by facsimile transmission) shall be an original, and the counterparts together shall constitute one and the same instrument. 

 

	6	INTERPRETATION AND LAW 

 THIS LETTER AGREEMENT N°3.2 SHALL BE GOVERNED BY AND
CONSTRUED AND THE PERFORMANCE THEREOF SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAWS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. 

  

	***	Represents material which has been redacted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933, as
amended. 



  

			
	 CT1307579
 A320neo Family PA – April
2015
	  	LA3.2 - April 2016 - Page 2 of 3









 LETTER AGREEMENT No 3.2 

 
 If the foregoing correctly sets forth our understanding, please execute three
(3) originals in the space provided below and return one (1) original of this Letter Agreement N°3.2 to the Seller. 
  

					
	 Agreed and Accepted
	  			
		
	 For and on behalf of
	  			


			
	
	AIRBUS S.A.S.
		
	Title:	 	  

		
	Title:	 	  

		
	Signature:	 	  


  

									
	Agreed and Accepted	 		  	Agreed and Accepted
			
	For and on behalf of	 		  	For and on behalf of
			
	AEROVIAS DEL CONTINENTE	 		  	GRUPO TACA HOLDINGS LIMITED
	AMERICANO S.A. AVIANCA.	 		  		  	
					
	Name :	 	  
	 		  	Name :	  	  

					
	Title:	 	  
	 		  	Title:	  	  

					
	Signature:	 	  
	 		  	Signature:	  	  


 Date: April    , 2016 

  

	***	Represents material which has been redacted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933, as
amended. 



  

			
	 CT1307579
 A320neo Family PA – April
2015
	  	LA3.2 - April 2016 - Page 3 of 3