EX-4.13.3



 Exhibit 4.13.3 

DATED: 30th December 2014 

BETWEEN 
 ROLLS-ROYCE
PLC 
 ROLLS-ROYCE TOTAL CARE SERVICES LIMITED 

AND 
 AEROVIAS DEL
CONTINENTE AMERICANO S.A. AVIANCA 
 AND 

TAMPA CARGO S.A.S 

AMENDMENT AGREEMENT NUMBER 3 

relating to General Terms Agreement 

DEG 7308 
 EXECUTION
VERSION 








 Private and Confidential 
  

 TABLE OF CONTENTS 

 

							
	 1.
		INTERPRETATION		 	3	  
			
	 2.
		REPRESENTATIONS AND WARRANTIES		 	3	  
			
	 3.
		AMENDMENTS TO THE AGREEMENT		 	4	  
			
	 4.
		GOVERNING LAW		 	4	  
			
	 5.
		APPLICABILITY OF AGREEMENT		 	5	  
			
	 6.
		ENTIRE AGREEMENT		 	5	  









 Private and Confidential 
  

 AMENDMENT AGREEMENT NUMBER 3 

DATED: 30th December 2014 

PARTIES: 
  

	(1)	Rolls-Royce plc whose registered office is at 62 Buckingham Gate, London SW1E 6AT; and 


Rolls-Royce Total Care Services Limited whose registered office is at Moor Lane, Derby, DE24 8BJ 

(both hereinafter Rolls-Royce); and 
  

	(2)	Aeravias del Continente Americana S.A. Avianca, whose registered office is at Avenida Calle 26 No. 59-15 Centro Administrativo Bogotá, Colombia; 


and 
  

	(3)	Tampa Cargo S.A.S whose registered office is at Aeropuerto Jose Maria Cordova, zona de carga, Hangar Tampa Cargo S.A.S Rionegro, Colombia 


(hereinafter collectively called Avianca). 

BACKGROUND: 
  

	(A)	The Parties entered into the General Terms Agreement DEG 7308 dated 29th June 2012 (as has been amended and supplemented from time to time) (the “Agreement”). 


 

	(B)	The Parties wish to add an additional [*] aircraft to the Agreement 

  

	(C)	This Amendment Agreement Number 3 (“Amendment 3”) sets out the provisions agreed by the Parties in relation to the above. 


AGREED TERMS: 
  

	1.	INTERPRETATION 

 In this Amendment 3: 

 

	(a)	capitalised terms that are not otherwise defined have the same meaning as given to them in the Agreement; and 

  

	(b)	the following terms have the following meanings: 

 ““Additional
Aircraft [*]” means Airbus A330 series [*] with Installed Engine Serial Numbers [*] and [*].” 
  

	2.	REPRESENTATIONS AND WARRANTIES 

  

	2.1	General 









 Private and Confidential 
  

 Avianca repeat the representations and warranties in Clause 18 of the Agreement as if made
with reference to the facts and circumstances existing at the date of this Amendment 3, and as if the references in them to “this Agreement” referred to this Amendment 3. 

 

	2.2	Specific 

 Avianca makes the following representations and warranties to Rolls-Royce:

  

	(a)	[*]. 

  

	(b)	[*]. 

  

	2.3	Survival 

 Each of the representations and warranties survive the execution of this
Amendment 3. 
  

	3.	AMENDMENTS TO THE AGREEMENT 

  

	3.1	Definitions 

  

	(a)	The following defined terms are added to Clause 1 of the Agreement in the correct alphabetical order: 


“Additional Aircraft [*]” means Airbus A330 series [*] with Installed Engines serial numbers [*] and [*]. 

 

	3.2	Aircraft Delivery Schedule 

 Exhibit A (as has been amended and supplemented from time
to time) is deleted in its entirety and replaced with Exhibit A contained in Schedule 1 hereto. 
  

	3.3	Aircraft Delivery Credit Allocation 

 [*]. 

 

					
	Freighter Aircraft Number 2 Schedule Payment	 
	 Aircraft delivery credit to [*]
		$	            [*]        	  
	 Aircraft delivery credit to [*]
		$	            [*]        	  
	 Aircraft delivery credit to [*]
		$	            [*]        	  


  

	4.	GOVERNING LAW 

 This Amendment 3 is, and any non-contractual obligations arising out of
or in relation to it are, governed by, and will be construed in accordance with, New York Law. Provisions of Clause 14.9 of the Agreement are reinstated in this Amendment 3 hereto. 








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	5.	APPLICABILITY OF AGREEMENT 

  

	5.1	The provisions of Clauses 10 (Nondisclosure), 14.3 (Notices), 14.4 (Assignment), 14.5 (Amendment) 14.7 (Waiver), 14.8 (Severability), 14.9 (Law and Jurisdiction), 14.11 (Third Party Rights), 14.14 (Counterparts) of the
Agreement will apply to this Amendment 3 as if they were set out in full in this Amendment 3. Any reference to “Agreement” in such Clauses will be construed as a reference to this Amendment 3. 


 

	5.2	Except as expressly amended by this Amendment 3, the provisions of the Agreement continue in full and unvaried effect as the legal, valid and binding rights and obligations of each Party enforceable in accordance with
their respective terms. 

  

	6.	ENTIRE AGREEMENT 

  

	6.1	This Amendment 3 and the Agreement constitute the entire agreement between the Parties with respect to their subject matter. 

  

	6.2	Neither Party has placed any reliance on any representations, agreements, statements, or understandings made prior to the signature of this Amendment 3, whether orally or in writing other than those expressly
incorporated in this Amendment 3. 

  

									
	Signed for and on behalf of:						
			
	AEROVIAS DEL CONTINENTE AMERICANO S.A.				ROLLS-ROYCE PLC
					
	By:		  
				By:		  

					
	Printed:		  
				Printed:		  

					
	Title:		  
				Title:		  

				
	Signed for and on behalf of:						
			
	TAMPA CARGO S.A.S				ROLLS-ROYCE TOTAL CARE SERVICES LIMITED
					
	By:		  
				By:		  

					
	Printed:		  
				Printed:		  

					
	Title:		  
				Title:		  










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 Schedule 1 

Exhibit A 
 Aircraft Delivery
Schedule 
 Avianca has taken delivery of the Aircraft in accordance with the delivery schedule below: 

 

			
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