EX-4.24.4



 Exhibit 4.24.4 
  

LETTER AGREEMENT No 2.2 

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: *** 

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”) on 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°2.2 (the “Letter Agreement No2.2”) certain additional terms and conditions regarding the Aircraft. 
 Capitalized terms
used herein and not otherwise defined in this Letter Agreement N°2.2 shall have the meanings assigned thereto in the Agreement. 
 Both Parties agree
that this Letter Agreement N°2.2, 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°2.2 shall be governed by all the provisions of the Agreement; as such provisions have been specifically amended pursuant to this Letter Agreement N°2.2. If there is any inconsistency between the provisions of the Agreement and the
provisions of this Letter Agreement N°2.2 then the provisions of this Letter Agreement N°2.2 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 30,
2015
	  	LA2.2 - April 2016 - Page 1 of 4









 LETTER AGREEMENT N° 2.2 

 
  

	0	PREAMBLE*** 

  

	1	AMENDED PROVISIONS 

  

	1.1	In consideration of Avianca, GTH, Avianca Holdings and the Seller having entered as of even date herewith into the *** Amendment N°2 (the *** Amendment
N°2”) to, inter alia, *** 

  

	1.2	Clause 0 of the Agreement, is hereby deleted and replaced in its entirety by the Appendix 0 attached hereto, to add the definitions of ***. 


 

	1.3	The Appendix 2 to the Letter Agreement N°2 of the Agreement, as amended from time to time, is hereby deleted and replaced in its entirety by the Appendix 2 attached hereto, to clarify *** by the Buyer.


  

	1.4	The Appendix 5 to the Letter Agreement N°2 of the Agreement is hereby deleted and replaced in its entirety by the Appendix 5 attached hereto, to extend the *** Aircraft to *** Aircraft. 


 

	1.5	The Appendix 9 to the Letter Agreement N°2 of the Agreement, as amended pursuant to the terms of the Letter Agreement No2.1 of the Agreement dated ***, is hereby
deleted and replaced in its entirety by the Appendix 9 attached hereto, to incorporate (i) the *** Aircraft, (ii) the *** 

  

	2	PAYMENTS *** 

  

	3	REIMBURSEMENT *** 

 The Buyer hereby acknowledges that the *** and the *** under such
Amendment *** were *** In consideration of the ***, and *** the Seller shall be entitled to ***. 
  

	4	*** RIGHT 

 The Buyer wishes to and the Seller agrees to *** 

To allow the Seller to ***, the Buyer hereby commits and represents that should the Seller notify to the Buyer that ***, it will promptly ***
In such case, the Seller agrees that the terms set out in Clause 3 above and in Clause 3.2 of the *** Amendment *** shall be amended to take into account *** the *** Agreement with respect to ***, and the Buyer’s order of *** under the
Agreement instead of *** 
  

	5	ASSIGNMENT 

 Except as provided in Clause 21 of the Agreement, this Letter Agreement
N°2.2 is not transferable, and the Buyer’s rights under this Letter Agreement N°2.2 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°2.2 with respect to any Aircraft will be void and without effect. 

  

	***	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 30,
2015
	  	LA2.2 - April 2016 - Page 2 of 4









 LETTER AGREEMENT N° 2.2 

 
  

	6	CONFIDENTIALITY 

 This Letter Agreement N°2.2 (and its existence) shall be treated by
both parties as confidential in accordance with Clause 22.15 of the Agreement. 
  

	7	COUNTERPARTS 

 This Letter Agreement N°2.2 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. 

 

	8	INTERPRETATION AND LAW 

 THIS LETTER AGREEMENT N°2.2 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 30,
2015
	  	LA2.2 - April 2016 - Page 3 of 4









 LETTER AGREEMENT N° 2.2 

 
 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°2.2 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 30,
2015
	  	LA2.2 - April 2016 - Page 4 of 4









 APPENDIX 0 to LETTER AGREEMENT N° 2.2 

 
  

	0	DEFINITIONS 

 For all purposes of this Agreement, except as otherwise expressly provided,
the following terms will have the following meanings: 
  

			
	2011 Agreement	 	The purchase agreement between Avianca Holdings and the Seller, dated December 27, 2011, as subsequently amended assumed and partially assigned to the Buyer
		
	A319 Aircraft	 	An Airbus A319neo aircraft delivered or to be delivered under this Agreement, including the Airframe, the Propulsion Systems, and any part, component, furnishing or equipment installed in or on the Aircraft on Delivery
		
	A319 Standard Specification	 	The A319-100N standard specification document ***, published by the Seller, a copy of which is annexed to Exhibit A
		
	A319 Specification	 	The A319 Standard Specification as amended by the Specification Change Notices (“SCN”) listed in Part 1 of Appendix 3; and as may be further amended pursuant to Clause 2.2
		
	A320 Aircraft	 	An Airbus A320neo aircraft delivered or to be delivered under this Agreement, including the Airframe, the Propulsion Systems, and any part, component, furnishing or equipment installed in or on the Aircraft on Delivery
		
	A320 Standard Specification	 	The A320-200N standard specification document ***, published by the Seller, a copy of which is annexed to Exhibit A;
		
	A320 Specification	 	The A320 Standard Specification as amended by the Specification Change Notices (“SCN”) listed in Part 2 of Appendix 3; and as may be further amended pursuant to Clause 2.2
		
	A321 Aircraft	 	An Airbus A321neo aircraft delivered or to be delivered under this Agreement, including the Airframe, the Propulsion Systems, and any part, component, furnishing or equipment installed in or on the Aircraft on Delivery
		
	A321 Standard Specification	 	the A321-200N standard specification document ***, published by the Seller, a copy of which is annexed to Exhibit A
		
	A321 Specification	 	The A321 Standard Specification as amended by the Specification Change Notices (“SCN”) listed in Part 3 of Appendix 3; and as may be further amended pursuant to Clause 2.2


  

	***	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 – March
2015
	  	Clause 0 - Page 1 of 7









 APPENDIX 0 to LETTER AGREEMENT N° 2.2 

 
  

			
	Affiliate	 	With respect to any person or entity, any other person or entity directly or indirectly controlling, controlled by or under common control with such person or entity
		
	AirbusWorld	 	As defined in in Clause 14.10.1
		
	Aircraft	 	Individually or collectively the A319 Aircraft, the A320 Aircraft and/or the A321 Aircraft purchased or to be purchased under this Agreement
		
	Aircraft Training Services	 	means all training courses, flight training, line training, flight assistance, line assistance, maintenance support, maintenance training (including Practical Training) or training support performed on Aircraft and provided to the
Buyer pursuant to this Agreement
		
	Aircraft Type	 	With respect to any one Aircraft, its type: either A319, A320 or A321, as set forth in Clause 9.1.1
		
	Airframe	 	Any Aircraft, excluding the Propulsion Systems therefor
		
	Airframe Price Revision Formula 	 	As set forth in Part 1 of Exhibit C
		
	Air N@v Family	 	As set forth in Clause 14.9.1
		
	AOG	 	As set forth in Clause 15.1.4
		
	Authorized Officer	 	As set forth in Clause 20.6
		
	Avianca Holdings	 	The Buyer’s Affiliate AVIANCA HOLDINGS S.A., legal successor of AviancaTaca Holding S.A., a company created and existing under the laws of Panama having its registered office at Aquilino de la Guardia Calle No. 8, Ciudad
de Panamá, República de Panamá.
		
	Aviation Authority	 	When used with respect to any jurisdiction, the government entity that, under the laws of such jurisdiction, has control over civil aviation or the registration, airworthiness or operation of civil aircraft in such
jurisdiction
		
	Balance of the Final Price	 	As set forth in Clause 5.4
		
	***	 	
		
	Base Price	 	As set forth in Clause 3.1 with respect to any Aircraft, Airframe, SCNs or Propulsion Systems
		
	Bill of Sale	 	As set forth in Clause 9.2.2


  

	***	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 – March
2015
	  	Clause 0 - Page 2 of 7









 APPENDIX 0 to LETTER AGREEMENT N° 2.2 

 
  

			
	Business Day	 	With respect to any action to be taken hereunder, a day other than a Saturday, Sunday or other day designated as a holiday in ***
		
	Buyer Furnished Equipment or BFE	 	as set forth in Clause 18.1.1
		
	BFE Data	 	As set forth in Clause 14.3.2.1
		
	Buyer’s Inspectors	 	As set forth in Clause 6.2.1
		
	Certificate	 	As set forth in Clause 16.4.4
		
	Certificate of Acceptance	 	As set forth in Clause 8.3
		
	CFM	 	The Propulsion Systems Manufacturer CFM INTERNATIONAL
		
	CFM Price Revision Formula 	 	Price revision formula applicable to the Reference Price of CFM Propulsion Systems, as set forth in Part 2 of Exhibit C
		
	Change in Law	 	As set forth in Clause 7.3.1
		
	Clause 19 Indemnitee	 	As set forth in Clause 19.3
		
	Clause 19 Indemnitor	 	As set forth in Clause 19.3
		
	COC Data	 	As set forth in Clause 14.8
		
	Commitment Fee	 	As set forth in Clause 5.2
		
	Contractual Definition Freeze or CDF	 	As set forth in Clause 2.4.2
		
	Customization Milestones Chart	 	As set forth in 2.4.1
		
	Declaration of Design and Performance or DDP	 	The documentation provided by an equipment manufacturer guaranteeing that the corresponding equipment meets the requirements of the Specification, the interface documentation as well as all the relevant certification
requirements.
		
	Delivery	 	As set forth in Clause 9.2.2
		
	Delivery Date	 	The date on which Delivery occurs
		
	Delivery Location	 	The facilities of the Seller at the location of final assembly of the Aircraft in Europe, the United States of America***
		
	Delivery Period	 	As set forth in Clause 11.1
		
	Development Changes	 	As set forth in Clause 2.2.2
		
	EASA	 	European Aviation Safety Agency or any successor thereto
		
	Excusable Delay	 	As set forth in Clause 10.1
		
	Export Certificate of Airworthiness	 	An export certificate of airworthiness issued by the Aviation Authority of the Delivery Location.


  

	***	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 – March
2015
	  	Clause 0 - Page 3 of 7









 APPENDIX 0 to LETTER AGREEMENT N° 2.2 

 
  

			
	FAA	 	The U.S. Federal Aviation Administration, or any successor thereto
		
	Failure	 	As set forth in Clause 12.2.1
		
	Final Price	 	As set forth in Clause 3.2
		
	Fleet Serial Number	 	As set forth in Clause 14.2.1
		
	Goods and Services	 	Any goods and services that may be purchased by the Buyer from the Seller or its designee, excluding the Aircraft or any other aircraft
		
	Ground Training Services-	 	All training courses performed in classrooms (classical or Airbus CBT courses), full flight simulator sessions, fixed base simulator sessions and any other services provided to the Buyer on the ground pursuant to this Agreement and
which are not Aircraft Training Services
		
	IAE	 	The Propulsion Systems Manufacturer IAE LLC
		
	In-house Warranty	 	As set forth in Clause 12.1.7.1
		
	In-house Warranty Labor Rate	 	As set forth in Clause 12.1.7.5
		
	Interface Problem	 	As set forth in Clause 12.4.1 of this Agreement
		
	Item	 	As set forth in Clause 12.2.1
		
	Losses	 	As set forth in Clause 19.1
		
	Manufacture Facilities	 	The various manufacture facilities of the Seller, its Affiliates or any subcontractor, where the Airframe or its parts are manufactured or assembled
		
	Manufacturer Specification Change Notice (MSCN)	 	As set forth in Clause 2.2.2.1
		
	Material	 	As set forth in Clause 1.2 of Exhibit H
		
	NFF	 	As set forth in Clause 12.1.6.7
		
	Non-Excusable Delay	 	As set forth in Clause 11.1
		
	Other Items	 	As set forth in Clause 13.1.3
		
	Paris Convention	 	As set forth in Clause 13.1.1.(ii).(2)
		
	PEP	 	As set forth in Clause 14.13.1
		
	Practical Training	 	As set forth in Clause 16.8.2
		
	Predelivery Payment or PDP	 	Any of the payments determined in accordance with Clause 5.3
		
	Predelivery Payment Reference Price or PDPRP	 	As set forth in Clause 5.3.1
		
	Propulsion Systems	 	As set forth in Clause 2.3


  

	***	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 – March
2015
	  	Clause 0 - Page 4 of 7









 APPENDIX 0 to LETTER AGREEMENT N° 2.2 

 
  

			
	Propulsion Systems Base Price	 	As defined in Clause 3.1.2
		
	Propulsion Systems Manufacturer	 	The manufacturer of the Propulsion Systems as set forth in Clause 2.3
		
	Propulsion Systems Price Revision Formula 	 	The PW Price Revision Formula or the CFM Price Revision Formula, as applicable
		
	PW	 	In this Agreement, reference to PW or PRATT & WITHNEY shall be deemed references to IAE LLC
		
	PW Price Revision Formula 	 	Price revision formula applicable to the Reference Price of PW Propulsion Systems, as set forth in Part 3 of Exhibit C
		
	Ready for Delivery	 	With respect to any Aircraft, the time when (i) the Technical Acceptance Process has been completed in accordance with Clause 8 and (ii) all technical conditions required for the issuance of the Export Certificate of
Airworthiness have been satisfied
		
	Reference Price	 	The Reference Price of a set of Propulsion Systems as set out in Part 2 or Part 3 of Exhibit C, as applicable
		
	Revision Service Period	 	As set forth in Clause 14.5
		
	Scheduled Delivery Month	 	As set forth in Clause 9.1.2
		
	Scheduled Delivery Period	 	as defined in Clause 9.1.1
		
	Scheduled Delivery Quarter	 	As set forth in Clause 9.1.2
		
	Seller’s Representatives	 	The representatives of the Seller referred to in Clause 15
		
	Seller’s Representatives Services	 	The service provided by the Seller to the Buyer and from the Buyer to the Seller pursuant to Clause 15.4
		
	Seller Service Life Policy	 	As set forth in Clause 12.2
		
	Seller’s Training Center	 	As set forth in Clause 16.3.1
		
	Spare Parts	 	The items of equipment and material that may be provided pursuant to Exhibit H
		
	Specification	 	With respect to A319 Aircraft, A320 Aircraft and A321 Aircraft, respectively the A319 Specification, the A320 Specification and the A321 Specification
		
	Specification Change Notice or SCN	 	As set forth in Clause 2.2.1
		
	Standard Specification	 	With respect to A319 Aircraft, A320 Aircraft and A321 Aircraft, respectively the A319 Standard Specification, the A320 Standard Specification and the A321 Standard Specification


  

	***	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 – March
2015
	  	Clause 0 - Page 5 of 7









 APPENDIX 0 to LETTER AGREEMENT N° 2.2 

 
  

			
	Subsidiary	 	When in relation to the Buyer, any corporation or company that is partially or wholly owned or controlled by Avianca Holdings; when in relation to the Seller, any corporation or company that is partially or wholly owned or
controlled by the Seller
		
	Supplier	 	Any supplier of Supplier Parts
		
	Supplier Part	 	As set forth in Clause 12.3.1.2
		
	Supplier Product Support Agreement	 	As set forth in Clause 12.3.1.3.
		
	Technical Acceptance Process	 	As set forth in Clause 8.1.1
		
	Technical Acceptance Flight	 	As set forth in Clause 8.1.2
		
	Technical Data	 	As set forth in Clause 14.1
		
	Termination	 	As set forth in Clause 20.2
		
	Termination Event	 	As set forth in Clause 20.1
		
	Third Party Entity	 	As set forth in Clause 12.8
		
	Total Loss	 	As set forth in Clause 10.4
		
	Training Conference	 	As set forth in Clause 16.1.3
		
	Training Course Catalogue	 	As set forth in Clause 16.4.1
		
	Type Certificate	 	As set forth in Clause 7.1
		
	USD	 	United States Dollar
		
	Warranty Claim	 	As set forth in Clause 12.1.5
		
	Warranted Part	 	As set forth in Clause 12.1.1
		
	Warranty Period	 	As set forth in Clause 12.1.3

 The definition of a singular in this Clause 0 will apply to plurals of the same words and vice versa. 

References in this Agreement to an exhibit, schedule, article, section, subsection or clause refer to the appropriate exhibit or schedule to,
or article, section, subsection or clause in this Agreement. 
 Each agreement defined in this Clause 0 will include all appendixes, exhibits
and schedules thereto. If the prior written consent of any person is required hereunder for an amendment, restatement, supplement or other modification to any such agreement and the consent of each such person is obtained, references in this
Agreement to such agreement shall be to such agreement as so amended, restated, supplemented or modified. 
 References in this Agreement to
any statute will be to such statute as amended or modified and in effect at the time any such reference is operative. 

  

	***	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 – March
2015
	  	Clause 0 - Page 6 of 7









 APPENDIX 0 to LETTER AGREEMENT N° 2.2 

 
 References to a person shall be construed as including, without
limitation, references to an individual, firm, company, corporation, unincorporated body of persons and any state or agency of a state. 

The term “including” when used in this Agreement means “including without limitation” except when used in the computation
of time periods. 
 The terms “herein,” “hereof” and “hereunder” and other words of similar import refer to
this Agreement, and not a particular Clause thereof. 
 Technical and trade terms not otherwise defined herein will have the meanings
assigned to them as generally accepted in the aircraft manufacturing industry. 

  

	***	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 – March
2015
	  	Clause 0 - Page 7 of 7









 APPENDIX 2 to LETTER AGREEMENT No 2 

 
  

	2	SPECIFICATION 

  

	2.1	Aircraft Specification 

  

	2.1.1	A319 Aircraft shall be manufactured in accordance with the A319 Specification; 

 A320 Aircraft
shall be manufactured in accordance with the A320 Specification; 
 A321 Aircraft shall be manufactured in accordance with the A321
Specification. 
  

	2.1.2	Part 1, Part 2 and Part 3 of Appendix 3 shall include SCNs to *** the design weights (Maximum Take-off Weight (“MTOW”) Maximum Landing Weight
(“MLW”) and Maximum Zero Fuel Weight (“MZFW”)) set forth in the table below: 

  

							
	 	  	 MTOW
	  	 MLW
	  	 MZFW

	A319 Aircraft	  	***	  	***	  	***
	A320 Aircraft	  	***	  	***	  	***
	A321 Aircraft	  	***	  	***	  	***

  

	2.1.3	*** 

  

	2.2	Specification Amendment 

 The Specification may be further amended following the
execution of the Agreement in accordance with the terms of this Clause 2.2 
  

	2.2.1	Specification Change Notice 

 The Specification may be amended by written agreement between the
parties in a Specification Change Notice (SCN). Each SCN shall be substantially in the form set out in Part 1 of Appendix B, and shall set out the SCN’s Aircraft embodiment rank and shall also set forth, in detail, the particular change to be
made to ***. An SCN may result in an adjustment of the Base Price of the Aircraft, which adjustment, if any, shall be specified in the SCN. 

*** 
  

	2.2.2	Development Changes 

 The Specification may also be amended to incorporate changes deemed
necessary by the Seller to improve the Aircraft, prevent delay or ensure compliance with the Agreement (“Development Changes”), as set forth in this Clause 2.2.2. 

 

	2.2.2.1	Manufacturer Specification Changes Notices 


  

	***	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 30,
2015
	  	Clause 2 - Page 1 of 3









 APPENDIX 2 to LETTER AGREEMENT No 2 

 
  

	2.2.2.1.1	The Specification may be amended by the Seller through a Manufacturer Specification Change Notice (“MSCN”), which shall be substantially in the form set out in Exhibit B hereto and shall set out the
MSCN’s Aircraft embodiment rank as well as, in detail, the particular change to be made to the Specification and the effect, if any, of such change on ***. 

  

	2.2.2.1.2	*** 

  

	2.2.2.2	In the event of the Seller revising the Specification to incorporate Development Changes which have no adverse effect on any of the elements as set forth in 2.2.2.1.2 above, such revision shall be performed by the
Seller without the Buyer’s consent. In such cases, the Buyer shall have access to the details of such changes through the relevant application in AirbusWorld. 


 

	2.2.2.3	*** 

  

	2.2.2.4	The Seller shall provide the Buyer with a milestone chart reflecting, in terms of minimum lead-times prior to delivery of the first Aircraft of a type, the dates when a mutual agreement shall be reached by way of
execution of an SCN to integrate the Buyer specific features into the industrial process. 

  

	2.3	Propulsion Systems 

  

	2.3.1	The Airframe shall be equipped with either (i) a set of two (2) CFM INTERNATIONAL (“CFM”) LEAP Propulsion Systems or (ii) a set of two (2) PRATT & WHITNEY
(“PW”) PW1100G-JM Propulsion Systems (the “Propulsion Systems”), as detailed below: 

  

					
	 Aircraft
	  	 CFM
	  	 PW

	A319 Aircraft	  	LEAP***	  	PW***
	A320 Aircraft	  	LEAP***	  	PW***
	A321 Aircraft	  	LEAP***	  	PW***

 AET means Airbus Equivalent Thrust 
  

	2.3.2	The Buyer hereby confirms to the Seller that the Buyer has selected CFM Propulsion Systems for the ***. 


With respect to the remaining ***, Propulsions Systems shall be selected and such selection notified in writing to the Seller not later than
***. 
  

	2.4	Customization 

  

	2.4.1	Customization Milestones Chart 


  

	***	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 30,
2015
	  	Clause 2 - Page 2 of 3









 APPENDIX 2 to LETTER AGREEMENT No 2 

 
 Within a reasonable period *** following signature of the Agreement, the
Seller shall provide the Buyer with a customization milestones chart (the “Customization Milestones Chart”). The chart will set out the minimum lead times prior to the Scheduled Delivery Month of the Aircraft when a mutual agreement
shall be reached (execution of a SCN) in order to integrate into the Specification any items requested by the Buyer from the Seller’s catalogues of Specification change options (the “Option Catalogues”). 

 

	2.4.2	Contractual Definition Freeze 

 The Customization Milestone Chart shall in particular define the
date(s) by which the contractual definition of the Aircraft must be finalized and all SCNs need to have been executed by the Buyer (the “Contractual Definition Freeze” or “CDF”) in order to enable their
incorporation into the manufacturing of the Aircraft and Delivery of the Aircraft in the Scheduled Delivery Month. Each such date shall be referred to as a “CDF Date”. 

*** 
  

	2.5	Propulsion Systems and BFE Concessions 

 Concessions which may be provided by the
applicable Propulsion Systems Manufacturer and BFE Suppliers shall be negotiated directly between the Buyer and such Propulsion Systems Manufacturer and BFE Suppliers. 

  

	***	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 30,
2015
	  	 Clause 2 - Page 3 of 3 










 APPENDIX 5 to LETTER AGREEMENT No 2 

 
  

	5	PAYMENT TERMS 

  

	5.1	Seller’s Account 

 The Buyer shall pay the Predelivery Payments (PDPs), the Balance
of the Final Price and any other amount due by the Buyer to the following account of the Seller: 
  

			
	Beneficiary Name:	  	AIRBUS
	Account identification:	  	***
	Bank:	  	***
	SWIFT:	  	***
	ABA:	  	***

 or to such other account as may be designated by the Seller. 

 

	5.2	Commitment Fee 

 The Seller acknowledges that it has received from the Buyer the sum of
*** which represents a non-refundable commitment fee of *** (the “Commitment Fee”) for each of the *** Aircraft. The Commitment Fee shall be credited against the Predelivery Payment number one
(1) (as defined in Clause 5.3.2) for each Batch 2 Aircraft upon execution of this Agreement. 
  

	5.3	Predelivery Payments 

  

	5.3.1	The Buyer shall pay Predelivery Payments to the Seller calculated on the predelivery payment reference price (“PDPRP”) of each Aircraft. Predelivery Payments are
non-refundable. The PDPRP of an Aircraft is determined by the following formula: 

 ***

  

	5.3.2	Such Predelivery Payments shall be made in accordance with the following schedule: 

  

	5.3.2.1	*** 

  

					
	PDP number	  	Due date	  	Amount

 *** 
  

	5.3.3	The Seller shall be entitled to hold and use any Predelivery Payment as absolute owner thereof, subject only to *** the obligation to deduct *** such Predelivery Payment from the Final Price when calculating the Balance
of Final Price ***. The Seller shall be under no obligation to segregate any Predelivery Payment, or any amount equal thereto, from the Seller’s funds generally ***. 


 

	5.3.4	*** 


  

	***	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 – March
2015
	  	Clause 5 - Page 1 of 3









 APPENDIX 5 to LETTER AGREEMENT No 2 

 
  

	5.4	Balance of the Final Price 

  

	5.4.1	For each Aircraft, the Buyer shall pay to the Seller at the time set forth in Clause 9.2.1. an amount equal to (a) the Final Price less (b) the amount of Predelivery Payments received by the Seller for such
Aircraft on or before the Delivery Date (the “Balance of the Final Price”). 

  

	5.4.2	The Seller’s receipt of the full amount of all PDPs and the Balance of the Final Price and any other amounts due under ***, are a condition precedent to the Seller’s obligation to deliver such Aircraft.


  

	5.5	Other Amounts 

 Unless expressly stipulated otherwise, any other amounts *** due under
this Agreement other than those set out in Clauses 5.2, 5.3 and 5.4 shall be paid by the Buyer at the same time as payment of the Balance of the Final Price or, if invoiced after the Delivery Date, within thirty *** days after the invoice date. 

 

	5.6	Method of Payment; Payment in Full 

  

	5.6.1	All payments provided for in this Agreement shall be made in United States Dollars (USD) in immediately available funds. 

  

	5.6.2	All payments due to the Seller hereunder shall be made in full, without set-off, counterclaim, deduction, recoupment or withholding of any kind. Consequently, the Buyer shall
procure that the sums received by the Seller under this Agreement shall be equal to the full amounts expressed to be due to the Seller hereunder, without deduction or withholding on account of and free from any and all taxes, levies, imposts, dues
or charges of whatever nature (unless such deduction or withholding is for a tax, levy, impost, duty or charge for and from which the Seller is required to pay, indemnify and hold the Buyer harmless pursuant to Clause 5.8.2). If the Buyer is
compelled by law to make any such deduction or withholding (unless such deduction or withholding is for a tax, levy, impost, duty or charge for and from which the Seller is required to pay, indemnify and hold the Buyer harmless pursuant to Clause
5.8.2), the Buyer shall pay such additional amounts as may be necessary in order that the net amount received by the Seller after such deduction or withholding shall be equal to the amounts which would have been received in the absence of such
deduction or withholding and pay to the relevant taxation or other authorities within the period for payment permitted by applicable law, the full amount of the deduction or withholding. 


 

	5.7	Overdue Payments 

 *** 

 

	5.8	Taxes 

 *** 

  

	***	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 – March
2015
	  	 Clause 5 - Page 2 of 3 










 APPENDIX 5 to LETTER AGREEMENT No 2 

 
  

	5.9	Proprietary Interest 

 The Buyer shall not, by virtue of anything contained in this
Agreement (including, without limitation, any Commitment Fee or Predelivery Payments hereunder, or any designation or identification by the Seller of a particular aircraft as an Aircraft to which any of the provisions of this Agreement refers)
acquire any proprietary, insurable or other interest whatsoever in any Aircraft before Delivery of and payment for such Aircraft, as provided in this Agreement. 
  

	5.10	Set-Off 

 *** 

 

	5.11	Application of Payments 

 *** 

  

	***	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 – March
2015
	  	Clause 5 - Page 3 of 3









 APPENDIX 9 to LETTER AGREEMENT No 2 

 
  

	9	DELIVERY 

  

	9.1	Delivery Schedule 

  

	9.1.1	Subject to Clauses 2, 7, 8, 10, 11 and 18, the Seller shall have the Aircraft Ready for Delivery at the Delivery Location within the following scheduled delivery period (the “Scheduled Delivery
Period”): 

 *** 
  

	9.1.2	When a Scheduled Delivery Period of an Aircraft is a month, such month shall be, with respect to such Aircraft, the “Scheduled Delivery Month”. 


*** 
 For the purpose of Clause
5.3 of the Agreement, until a Scheduled Delivery Month has been notified pursuant to *** above, the Scheduled Delivery Month of an Aircraft shall be deemed (a) the *** month of its Scheduled Delivery Period when such Scheduled Delivery Period
is a ***, and (b) the *** month of its Scheduled Delivery Period when such Scheduled Delivery Period is a ***. 
  

	9.1.3	*** 

  

	9.2	Delivery Process 

  

	9.2.1	The Buyer shall, within *** after the date on which the Aircraft is Ready for Delivery, sign the Certificate of Acceptance, pay the Balance of the Final Price, send its representatives to the Delivery Location, take
Delivery of the Aircraft and fly the Aircraft away from the Delivery Location. 

  

	9.2.2	The Seller shall deliver and transfer *** title to the Aircraft to the Buyer free and clear of all liens, claims, charges, security interests and all encumbrances of any kind whatsoever (except for any liens or
encumbrances created by or on behalf of the Buyer) provided that (i) the Balance of the Final Price and any other amounts *** have been paid by the Buyer to the Seller and (ii) the Certificate of Acceptance has been signed and delivered to
the Seller pursuant to Clause 8.3. The Seller shall provide the Buyer with a bill of sale in the form of Exhibit E (the “Bill of Sale”) and/or such other documentation *** confirming transfer of good and valid title and receipt of
the Final Price as may reasonably be requested by the Buyer. Title to and risk of loss of or damage to the Aircraft shall pass to the Buyer at Delivery. 


Delivery (“Delivery”) shall be deemed to have occurred when (i) and (ii) above have occurred; and the Seller has provided
the Buyer with the Bill of Sale ***. 
  

	9.2.3	*** 


  

	***	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 30,
2015
	  	Clause 9 - Page 1 of 2









 APPENDIX 9 to LETTER AGREEMENT No 2 

 
  

	9.3	Fly away 

  

	9.3.1	The Buyer and the Seller shall co-operate to obtain any licenses, permits and approvals which may be required by the Aviation Authority of the Delivery Location for the purpose of
exporting the Aircraft. 

  

	9.3.2	*** 


  

	***	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 30,
2015
	  	Clause 9 - Page 2 of 2