EX-4.8.3



 Exhibit 4.8.3 

AMENDMENT N° 2 
 TO THE PURCHASE
AGREEMENT 
 BETWEEN 
 AEROVIAS DEL
CONTINENTE AMERICANO S.A. AVIANCA, 
 AND 

AIRBUS S.A.S. 

  
 *** 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 

Amendment No 2 to the Avianca Agreement 
  

			
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 This Amendment N°2 to the Avianca Agreement (as defined below) (hereinafter referred to as the
“Amendment N°2”) is made as of the              day of March, 2015, between 

AIRBUS S.A.S., a société par actions simplifiée, created and existing under French law and having its registered
office at 1 Rond-Point Maurice Bellonte, 31707 Blagnac-Cedex, France and registered with the Toulouse Registre du Commerce under number RCS Toulouse 383 474 814 (hereinafter referred to as the “Seller”); and 

AEROVIAS DEL CONTINENTE AMERICANO S.A. AVIANCA, created and existing under the laws of the Colombia and having its principal office at Avenida
Calle 26 No. 59-15 Bogota, Colombia (hereinafter referred to as the “Buyer”). 
 The Buyer and the Seller being together referred to as the
“Parties” and each a “Party”. 
 WHEREAS 
  

	(A)	 On December 27th, 2011, Avianca Holdings S.A., legal successor of AviancaTaca Holdings S.A
(“Avianca Holdings”) and the Seller entered into an A320ceo Family and A320neo Family Purchase Agreement (the “2011 Agreement”), as amended and supplemented from time to time, to cover, inter alia, the
purchase by Avianca Holdings and the sale by the Seller of eighteen (18) A320ceo family aircraft (individually or collectively the “Ceo Aircraft”) and thirty-three (33) A320neo family aircraft (individually or collectively
the “Neo Aircraft”); Ceo Aircraft and Neo Aircraft being individually or collectively “Aircraft”) 


  

	(B)	 On February 28th, 2013, Avianca Holdings and the Seller entered into an Amendment N°1 to the
2011 Agreement to amend certain provisions (the “Amendment N°1 to the 2011 Agreement”). 


  

	(C)	 On February 28th, 2013, concurrently with the execution of the Amendment No1 to the 2011 Agreement,
pursuant to the terms of the Letter Agreement N°9 of the 2011 Agreement, Avianca Holdings, Avianca and the Seller entered into an Assignment, Assumption and Amendment Agreement (the “First Avianca Assignment”), whereby Avianca
Holdings partially transferred and assigned to Avianca its rights, title, benefits and interests and its obligations and liabilities under the 2011 Agreement so far as they relate to eight (8) Ceo Aircraft and eighteen (18) Neo Aircraft.



 The 2011 Agreement as partially transferred and assigned by Avianca Holdings to Avianca pursuant to the First
Avianca Assignment, and as amended and supplemented from time to time, is hereinafter referred to as the “Avianca Agreement”. 
  

	(D)	 On February 28th, 2014, Avianca and the Seller, with the consent of Avianca Holdings, entered into an Amendment N°1 to the Avianca Agreement (the
“Amendment N°1 to the Avianca Agreement”) to ***. 


  

	(E)	 On December 31st, 2014, Avianca Holdings, Avianca and the Seller entered into an Assignment,
Assumption and Amendment Agreement (the “Second Avianca Assignment”), whereby Avianca partially transferred and assigned back to Avianca Holdings its rights, title, benefits and interests and




  
 *** 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 

Amendment No 2 to the Avianca Agreement 
  

			
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its obligations and liabilities under the Avianca Agreement so far as they relate to four (4) Ceo Aircraft bearing rank numbers ***; 



 

	(F)	 Avianca and the Seller, with the consent of Avianca Holdings, wish to enter into this Amendment N°2 to the Avianca Agreement to ***.



 NOW THEREFORE IT IS AGREED AS FOLLOWS: 

Capitalized terms used herein and not otherwise expressly defined in this Amendment N°2 shall have the meanings assigned thereto in the Avianca
Agreement. 
  

	1	 AIRCRAFT *** 



The A320 Ceo Aircraft bearing *** is hereby ***(the “*** Aircraft”) (the “***”). 

Unless otherwise expressly amended herein, all terms and conditions governing the sale and purchase of an A321 Ceo Aircraft in the
Avianca Agreement (including, without limitation, the provisions concerning the amount and the payment of the Final Price for A321 Ceo Aircraft), shall apply to the *** Aircraft. 

 

	2	 DELIVERY SCHEDULE 



The delivery schedule set out in Clauses 9.1.1.1 and 9.1.1.2 of the Avianca Agreement is hereby replaced with the delivery schedule set
out below: 
 *** 
  

	3	 PREDELIVERY PAYMENTS 


  

	3.1	 As a result of the *** and in accordance with the Predelivery Payment schedule set out in clause 5.3.3 of the Avianca Agreement, the Buyer owes to the Seller
an amount ***Aircraft (the “*** PDP Amount”). 


  

	3.2	 The *** PDP Amount shall be paid by the Buyer to the Seller *** of the date of execution of this Amendment N°2. 



 

	4	 CUSTOMISATION OF THE *** AIRCRAFT 


  

	4.1	 It shall be the Buyer’s sole responsibility to ensure, without any intervention necessary from the Seller, that all of its BFE suppliers are aware of
and accept the *** without such change affecting the Seller in any way, including but not limited to, the Seller incurring any delays, costs, losses, expenses, obligations, penalties, damages or liabilities of any kind by reason of the *** and the




  
 *** 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 

Amendment No 2 to the Avianca Agreement 
  

			
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Buyer shall indemnify and hold the Seller harmless against any and all such delays, costs, losses, expenses, obligations, penalties, damages or liabilities so incurred by the Seller.



  

	4.2	 The Buyer hereby confirms to the Seller that the *** Aircraft shall be equipped with *** Propulsion Systems. 



The Buyer shall enter into discussions directly with the Propulsion Systems Manufacturer to amend the relevant propulsion systems
agreement(s) in order to reflect the *** and shall indemnify and hold the Seller harmless against any delays, costs, losses, expenses, obligations, penalties, damages or liabilities suffered or otherwise incurred by the Seller in the event the Buyer
fails to perform its obligations as set out under this Clause 4.2. 
  

	5	 MISCELLANEOUS 


  

	5.1	 The Avianca Agreement will be deemed amended to the extent herein provided, and, except as specifically amended hereby, will continue in full force and
effect in accordance with its original terms. 


  

	5.2	 This Amendment N°2 will constitute an integral, nonseverable part of the Avianca Agreement and be governed by its provisions, except that if the Avianca
Agreement and this Amendment N°2 have specific provisions that are inconsistent, the specific provisions contained in this Amendment N°2 will govern. 



 

	5.3	 Except as otherwise provided by the terms and conditions hereof, this Amendment N°2 contains the entire agreement of the Parties with respect to the
subject matter hereof and supersedes all other prior understandings, commitments, agreements, representations and negotiations whatsoever, oral and written, and may not be varied except by an instrument in writing of even date herewith or subsequent
hereto executed by the duly authorized representatives of both Parties. 


  

	5.4	 This Amendment N°2 (and its existence) shall be treated by each Party as confidential and shall not be released or revealed in whole or in part to any
third party without the prior written consent of the other Party. In particular, each Party agrees not to make any press release or public filing concerning the whole or any part of the contents and/or subject matter hereof or of any future addendum
hereto without the prior written consent of the other Party 


  

	5.5	 Notwithstanding any other provision of this Amendment N°2 or of the Avianca Agreement, this Amendment N°2 will not be assigned or transferred in any
manner without the prior written consent of the Seller, and any attempted assignment or transfer in contravention of this provisions will be void and of no force or effect. 



 

	5.6	 This Amendment N°2 may be executed by the Parties hereto in separate counterparts, each of which when so signed and delivered will be an original, but
all such counterparts will together constitute but one and the same instrument. 


  

	5.7	 THIS AMENDMENT N°2 SHALL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW




  
 *** 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 

Amendment No 2 to the Avianca Agreement 
  

			
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YORK, WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAWS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. 



 

	5.8	 IT IS AGREED THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS AMENDMENT N°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 

Amendment No 2 to the Avianca Agreement 
  

			
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 IN WITNESS WHEREOF this Amendment N°2 was entered into the day and year above written. 

 

			
	AEROVIAS DEL CONTINENTE AMERICANO S.A. AVIANCA		AIRBUS S.A.S.
		
	Name:		Name:
		
	Title:		Title:
		
	Signature:		Signature:

 Witnessed and acknowledged by 
 AVIANCA HOLDINGS
S.A. 
 Name: 
 Title: 

Signature: 

  
 *** 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 

Amendment No 2 to the Avianca Agreement 
  

			
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