EX-4.10.10



 EXHIBIT 4.10.10 

INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED PURSUANT TO ITEM 601(B)(10)(iv) OF REGULATION S-K BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. 

SUPPLEMENTAL AGREEMENT NO. 10 

to 
 Purchase Agreement
No. 3075 
 between 

THE BOEING COMPANY 
 and

 AEROVIAS DEL CONTINENTE AMERICANO S.A. AVIANCA 

Relating to Boeing Model 787-9 Aircraft 

THIS SUPPLEMENTAL AGREEMENT, is entered into as of the 27th day of December 2019, (Supplemental Agreement Number 10 or SA-10) by and between THE BOEING COMPANY, a Delaware corporation with its principal offices in the City of Seattle, State of Washington, USA (Boeing), and Aerovias del Continente Americano S.A. AVIANCA, a
company organized under the laws of the country of Colombia (Customer); 
 Recitals 

1.    Boeing and Customer entered into Purchase Agreement No. 3075, dated 03 October 2006, as amended and supplemented (the
Agreement) relating to the purchase and sale of Boeing Model 787-9 aircraft; 
 2. Customer has requested and
Boeing has agreed to revise the scheduled delivery month of [***] aircraft shown in Table 1-5 as [***] (Slide Aircraft); 

2.1 Slide Aircraft configuration is reflected in letter agreement LA-1907593, “Open Configuration
Matters.” 
 3.    Customer and Boeing agree that [***] of advance payments have been applied by Boeing to the Slide Aircraft
(Existing PDPs). 
 4.    Customer and Boeing agree that Boeing will [***] of the Existing PDPs to the revised advance payment
schedule of the Slide Aircraft, as reflected in Table A immediately below, in accordance with the revised scheduled delivery months; 

  

					
	PA-3075	  	 	AVI	 
	SA-10	  			









 Table A – Slide Aircraft 

Advance Payments 
  

									
	 Aircraft

Delivery
 Month
	  	 [***]
	  	 [***]
	  	 Total

Payments Due
	  	 Payment Application

	[***]	  	[***]	  	[***]	  		  	
	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]
		  	  
	  	  
	  	  
	  	
	Total	  	[***]	  	[***]	  	[***]	  	
		  	  
	  	  
	  	  
	  	

 5.    Customer and Boeing agree that the Aircraft Basic Price for Slide
Aircraft will be escalated to the scheduled month of the respective Slide Aircraft pursuant to the airframe escalation formula set forth in the Purchase Agreement applicable to the Slide Aircraft. 

NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties agree to amend the Purchase Agreement as
follows: 
  

	1.	 Table of Contents. 



Remove and replace, in its entirety, the Table of Contents with a new Table of Contents (attached hereto) to reflect the
incorporation of this Supplemental Agreement No. 10 (SA-10) into the Agreement. 
  

	2.	 Tables. 



Table 1-5 is hereby deleted in its entirety and replaced with Table 1-5-R1 (attached hereto) to reflect the revised scheduled delivery months of the Slide Aircraft. 
  

	3.	 Letter Agreements. 



The following Letter Agreements are established and/or modified with this SA-10: 

Letter Agreement AVI-PA-3075-LA-1907537 titled “Slide Aircraft Special Matters” is hereby added to the Agreement to document the special matters related to the Slide Aircraft. 

Letter Agreement AVI-PA-3075-LA-1907593 titled “Open Config Matters—Slide Aircraft” is hereby added to the Agreement to reflect the open configuration of the Slide Aircraft. 

  

					
	PA-3075	  	 	AVI	 
	SA-10	  			









 Letter Agreement No. AVI-PA-3075-LA-1907594 titled “Advance Payment Matters—Slide Aircraft” is hereby added to the Agreement to reflect the advance payments for the
Slide Aircraft. 
 Letter Agreement No. AVI-PA-3075-LA-1901416R1 titled “2021 787-9 Aircraft Deliveries Credit Memorandum” is hereby modified to reflect the delivery dates of the Slide
Aircraft. 
  

	4.	 Miscellaneous. 



4.1    [***]; 
  

	 	a.	 [***] 



	 	b.	 [***]. 



4.2    The Agreement shall be deemed amended to the extent herein provided and as so amended shall continue in full force
and effect. In the event of any inconsistency between the above provisions and those provisions contained in the Agreement, the terms of this SA-10 will govern and control. 

(signature page follows) 

  

					
	PA-3075	  	 	AVI	 
	SA-10	  			









 TABLE OF CONTENTS 

							
	 ARTICLES 
	  	 
 
	SA
 NUMBER
	 
  

	 1.
	 	Quantity, Model and Description	  			
	 2.
	 	Delivery Schedule	  			
	 3.
	 	Price	  			
	 4.
	 	Payment	  			
	 5.
	 	Miscellaneous	  			
		
	 TABLE
	  			
			
	 1-1
	 	Aircraft Information Table	  	 	SA-6	 
	 1-2
	 	Aircraft Information Table	  	 	SA-6	 
	 1-3
	 	Aircraft Information Table	  	 	SA-7	 
	 1-4
	 	Aircraft Information Table 787-9	  	 	SA-9	 
	
1-5-R1
	 	Aircraft Information Table 787-9	  	 	SA-10	 
		
	 EXHIBIT
	  			
	 A.
	 	Aircraft Configuration	  	 	SA-5	 
	 A-1.
	 	Aircraft Configuration 787-9	  	 	SA-8	 
	 B.
	 	Aircraft Delivery Requirements and Responsibilities	  			

 SUPPLEMENTAL EXHIBITS 
  

							
	 AE1.

BFE1
	 	 Escalation Adjustment/Airframe and Optional Features

Buyer Furnished Equipment Variables
	  	 	SA-3	 
	 BFE1-1.
	 	Buyer Furnished Equipment Variables 787-9	  	 	SA-7	 
	 CS1.
	 	Buyer Support Document	  			
	 EE1.
	 	Engine Escalation/Engine Warranty and Patent Indemnity	  	 	SA-2	 
	 SLP1.
	 	Service Life Policy Components	  			


  

					
	PA-3075	  	 	AVI	 
	SA-10	  			










							
	 LETTER AGREEMENTS
	  	 
 
	SA
 NUMBER
	 
  

	 3075-01
	 	787 Open Configuration Matters	  			
	 3075-02
	 	787 Spare Parts Commitment	  			
	 3075-03
	 	787 Spare Parts Initial Provisioning	  			
	 3075-04
	 	Aircraft Model Substitution	  			
	 3075-05
	 	Demonstration Flight Waiver	  			
	 3075-06
	 	Schedule Reliability	  			
	 3075-07
	 	Spare Parts – Flight Crew Training	  			
			
	 6-1162-DME-0895
	 	 AD Cost Materials
	  			
			
	 6-1162-DME-0896R1
	 	 Performance Guarantees and Attachments
	  	 	SA-6	 
			
	 6-1162-DME-0897
	 	 Alternate Engine Selection
	  	 	SA-2	 
			
	 6-1162-DME-0898
	 	 GEnx Performance Retention and Attachment
	  	 	SA-2	 
			
	 6-1162-DME-0899
	 	 Trent Performance Retention and Attachment
	  			
			
	 6-1162-DME-0900
	 	 Maintenance Cost Guarantees and Attachment
	  			
			
	 6-1162-DME-0901R4
	 	 Advance Payment Matters and Attachments A & B
	  	 	SA-7	 
			
	 6-1162-DME-0902
	 	 Promotional Support
	  	 	SA-1	 
			
	 6-1162-DME-0903R2
	 	 Purchase Rights
	  	 	SA-3	 
			
	 6-1162-DME-0904R1
	 	 Special Matters
	  	 	SA-6	 
			
	 6-1162-DME-0905R1
	 	 Escalation Risk Control Facility and Attachments A & B
	  	 	SA-3	 
			
	 6-1162-DME-0905-01
	 	 Fixed Escalation factors
	  	 	SA-3	 
			
	 6-1162-DME-0905-02
	 	 Process for Fixing Escalation Factors
	  	 	SA-3	 
			
	 6-1162-DME-0906R1
	 	 Customer Services Matters and Attachment
	  	 	SA-2	 
			
	 6-1162-DME-0907
	 	 AGTA Matters
	  			
			
	 6-1162-DME-1089-R1
	 	 Banded Fixed Escalation Program
	  	 	SA-3	 
			
	 6-1167-DME-1347
	 	 Additional Special Matters – Scheduled Month Aircraft
	  	 	SA-3	 
			
	 LA-1704594R1
	 	 Aircraft Performance Guarantees 787-9
	  	 	SA-9	 
			
	 LA-1704834
	 	 Special Matters 787-9
	  	 	SA-7	 
			
	 LA-1704835
	 	 Open Configuration Matters 787-9
	  	 	SA-7	 
			
	 LA-1704838
	 	 Advance Payment Matters 787-9
	  	 	SA-7	 
			
	 LA-1704897
	 	 Maintenance Cost Guarantees 787-9
	  	 	SA-7	 
			
	 LA-1809416
	 	 Aircraft Configuration Matters 787-9
	  	 	SA-9	 
			
	 LA-1901416R1
	 	 2021 787-9 AC Deliveries
	  	 	SA-10	 
			
	 LA-1907537
	 	 Slide Aircraft Special Matters
	  	 	SA-10	 
			
	 LA-1907593
	 	 Open Configuration Matters - Slide Aircraft
	  	 	SA-10	 
			
	 LA-1907594
	 	 Advance Payment Matters - Slide Aircraft
	  	 	SA-10	 

 RECORD OF SUPPLEMENTAL AGREEMENTS


					
	 SA-1
	  	 28 March
	  	 2007

	 SA-2
	  	 21 November
	  	 2007

	 SA-3
	  	 26 September
	  	 2012

	 SA-4
	  	 11 January
	  	 2013

	 SA-5
	  	 15 April
	  	 2014

	 SA-6
	  	 25 July
	  	 2017

	 SA-7
	  	 19 September
	  	 2017

	 SA-8
	  	   3 May
	  	 2018

	 SA-9
	  	 26 February
	  	 2019

	 SA-10
	  	 27 December
	  	 2019



  

					
	PA-3075	  	 	AVI	 
	SA-10	  			









 Table 1-5-R1 To

 Purchase Agreement No. PA-03075 

Aircraft Delivery, Description, Price and Advance Payments 

Slide Aircraft 
  

									
	Airframe Model/MTOW:	  	[***]	  	[***]	  	Detail Specification:[***]	  	
	Engine Model/Thrust:	  	[***]	  	[***]	  	Airframe Price Base Year/Escalation Formula:[***]	  	[***]
	Airframe Price:	  		  	[***]	  	Engine Price Base Year/Escalation Formula:[***]	  	[***]
	Optional Features:	  		  	[***]	  		  	
	Sub-Total of Airframe and Features:	  	[***]	  	Airframe Escalation Data:	  	
	Engine Price (Per Aircraft):	  	[***]	  	Base Year Index (ECI):	  	[***]
	Aircraft Basic Price (Excluding BFE/SPE):	  	[***]	  	Base Year Index (CPI):	  	[***]
		  		  		  	
	Buyer Furnished Equipment (BFE) Estimate:	  	[***]	  	Engine Escalation Data:	  	
	In-Flight Entertainment (IFE) Estimate:	  	[***]	  	Base Year Index (ECI):	  	[***]
		  	[***]	  	Base Year Index (CPI):	  	[***]
	Deposit per Aircraft:	  	[***]	  		  	

  

																	
	 	  	 	  	Escalation	  	Escalation	  	Escalation Estimate	  	
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

	[***]	  	Number of	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	Total
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]	  	[***]

 Total: 2 








			
	



	 	 The Boeing Company
 P.O. Box 3707

Seattle, WA 98124 2207


 AVI-PA-3075-LA-1907537 
 Aerovias del Continente Americano S.A. Avianca Centro Administrativo

 Avenida El Dorado – No. 92-30 

Bogota 
 Columbia 

Subject: Special Matters—Slide Aircraft 
  

	 	Reference:	 Purchase Agreement No. 3075 (Purchase Agreement) between The Boeing Company (Boeing) and
Aerovias del Continente Americano S.A. Avianca (Customer) relating to Model 787-9 aircraft (Aircraft) 



This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter
Agreement will have the same meaning as in the Purchase Agreement. 
  

	1.	 Revision to Delivery Schedule. 



1.1 Customer has requested and Boeing has agreed to revise the scheduled delivery month [***] Aircraft shown in Table 1-5 as [***] (Slide Aircraft); and 
 1.2 The revised scheduled delivery months and
the Aircraft Basic Price are reflected in Table 1-5-R1. The Aircraft Basic Price is subject to escalation in accordance with Supplemental Agreement AE1 to the Purchase
Agreement. 
  

	2.	 Table 1-5-R1 Aircraft
Credit Memoranda. 


 2.1. Basic Credit Memorandum. At the time of delivery of each
Slide Aircraft, Boeing will issue to Customer [***]. 
 2.2. 787-9 Substitution
Credit Memorandum. [***]. 

  

					
	    	  		  	Page 1
		  		  	SA-10
		  	BOEING PROPRIETARY	  	









 



 
  

	3.	 Escalation of Credit Memoranda. 



Unless otherwise noted, the amounts of the credit memoranda stated in paragraphs 2.1 and 2.2 are in 2017 base year dollars and will be
escalated to the scheduled month of the respective Slide Aircraft delivery pursuant to the airframe escalation formula set forth in the Purchase Agreement. [***] 
  

	4.	 Assignment. 



The credit memoranda described in this Letter Agreement are provided [***] in consideration of Customer becoming the operator of the Slide
Aircraft, and cannot be assigned, in whole or in part, without prior written consent of Boeing, which will not be unreasonably withheld. 
  

	5.	 Confidential Treatment. 



Customer understands that certain commercial and financial information contained in this Letter Agreement is considered by Boeing as
confidential. Customer agrees that it will treat this Letter Agreement and the information contained herein as confidential and will not, without the prior written consent of Boeing, disclose this Letter Agreement or any information contained herein
to any other person or entity. If Customer is required by applicable law to file this Letter Agreement, or any information contained therein, with any governmental or regulatory agency, or receives a request or demand for this Letter Agreement, or
any information contained therein, from any government regulatory agency or court having jurisdiction over Customer, Customer shall, upon making its decision to so file or upon receipt of the request or demand, (a) notify Boeing of such
decision, request or demand and (b) notify any requesting party that this Letter Agreement is subject to this confidentiality clause. Nothing herein shall prevent Boeing from requesting the governmental regulatory agency or requesting the court
for a protective order or other reasonably satisfactory assurance of confidential treatment for the information required to be disclosed. 

If the foregoing correctly sets forth your understanding of our agreement with respect to the matters contained herein, please indicate your
acceptance and approval below. 
 (signature page follows) 

  

					
	AVI-PA-3075-LA-1907537	  		  	Page 2
	Slide Aircraft Special Matters	  		  	SA-10
		  	BOEING PROPRIETARY	  	










			
	



	 	 The Boeing Company
 P.O. Box 3707

Seattle, WA 98124 2207


 AVI-PA-3075-LA-1907593 
 Aerovias del Continente Americano S.A. Avianca Centro Administrativo

 Avenida El Dorado—No. 92-30 

Bogota 
 Colombia 

 

	Subject:	 Open Configuration Matters—Slide Aircraft 



 

	 	Reference:	 Purchase Agreement No. PA-3075 (Purchase Agreement) between The
Boeing Company (Boeing) and Aerovias del Continente Americano S.A. Avianca (Customer) relating to Model 787-9 aircraft (Aircraft) 



This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter
Agreement will have the same meaning as in the Purchase Agreement. 
  

	1.	 Aircraft Configuration. 



1.1 Initial Configuration. The initial configuration of the Slide Aircraft is defined by Detail Specification 787B1-4102, Revision W,
dated September 21, 2018. The final configuration of the Slide Aircraft will be completed as described below. 
 1.2 Optional
Features. The ability of suppliers to support delivery of certain optional features, including economy seats and in-flight entertainment (IFE) systems, for the Slide Aircraft is in review at this time. The
outcome of this review may result in a new requirement for Supplier Purchased Equipment (SPE) / Buyer Furnished Equipment (BFE) and/or a revision to the Aircraft Basic Price. 

1.3 Final Configuration. The Slide Aircraft configuration will be completed using the Boeing then-current basic model aircraft
configuration documentation applicable to the Slide Aircraft. Boeing and Customer will incorporate certain other configuration changes into the Slide Aircraft as such changes are offered by Boeing and accepted by Customer (Final
Configuration) in accordance with the following schedule: 
 1.3.1 Within [***]) days of Boeing and Customer signing this Letter
Agreement, Boeing and Customer will meet to discuss optional features, including economy seats and IFE (Customer Configuration Changes); 

1.3.2 Within [***] days after that meeting, Boeing will provide Customer with a proposal for Customer Configuration Changes that can be
incorporated into the Slide Aircraft during production. Such proposal will include Boeing and supplier costs incurred to date necessary to incorporate certain optional features into the 

  
  

					
	    	  		  	SA-10 Page 1
		  	BOEING PROPRIETARY	  	









 



 
 [***] aircraft should such optional features be changed or removed from the aircraft configuration as the result of the
revision to the delivery dates of each aircraft; and 
 1.3.3 Customer will then have [***] days, and in no event longer than [***], to
accept or reject the Customer Configuration Changes. 
  

	2.	 Effect on Purchase Agreement. 



2.1 Following Final Configuration, Boeing will provide a written amendment to the Purchase Agreement (Amendment). Customer will execute
the Amendment within [***] days addressing the items below: 
 2.1.1 Changes to the basic model aircraft which are applicable to the Slide
Aircraft and have been developed by Boeing between the date of signing of the Purchase Agreement and date of Final Configuration; 
 2.1.2
Customer Configuration Changes accepted by Customer pursuant to Article 1.3 above; 
 2.1.3 Update the Slide Aircraft configuration
definition contained in Exhibit A-1 of the Purchase Agreement; and 
 2.1.4 Update the prices
contained in Table 1-5-R1 of the Purchase Agreement to adjust for the difference, if any, between the prices estimated for the optional features and the actual prices of
the optional features reflected in the Customer Configuration Changes. 
  

	3.	 Other Letter Agreements. 



As the definition of the Slide Aircraft progresses, there may be a need to execute additional letter agreements addressing one or more of the
following subjects: 
 3.1 Installation of Cabin Systems Equipment. Additional provisions relating to the terms under which Boeing
will offer and install in-flight entertainment (IFE) systems in the Slide Aircraft. 
 3.2 Seller
Purchased Equipment (SPE) and/or Buyer Furnished Equipment (BFE). Provisions relating to the terms under which Boeing may offer or install SPE and/or BFE in the Slide Aircraft. 

(signature page follows) 

  

					
	AVI-PA-3075-LA-1907593	  		  	SA-10 Page 2
		  	BOEING PROPRIETARY	  	









 Very truly yours, 

THE BOEING COMPANY 
 [***] 

By [***] 
 Its Attorney-In-Fact 
 ACCEPTED AND AGREED TO this 

Date: [***]
                                         
    
 [***] 

[***] 

[***] 

  

					
	AVI-PA-3075-LA-1907593	  		  	SA-10 Page 3
		  	BOEING PROPRIETARY	  	










			
	



	 	 The Boeing Company
 P.O. Box 3707

Seattle, WA 98124 2207


 AVI-PA-3075-LA-1907594 
 Aerovias del Continente Americano S.A. Avianca 

Centro Administrativo 
 Avenida El Dorado—No. 92-30 
 Bogota 

Colombia 
 Subject: Advance Payment Matters – Slide
Aircraft 
  

	 	Reference:	 Purchase Agreement No. PA-3075 (Purchase Agreement) between The
Boeing Company (Boeing) and Aerovias del Continente Americano S.A. Avianca (Customer) relating to Model 787-9 aircraft (Aircraft) 



This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter
Agreement will have the same meaning as in the Purchase Agreement. 
 The Purchase Agreement incorporates the terms and conditions of AGTA-AVI between Boeing and Customer. This Letter Agreement modifies certain terms and conditions of the AGTA with respect to the Aircraft. 

Customer and Boeing have agreed to revise [***] (Slide Aircraft). 

 

	1.	 Deferred Advance Payment Schedule 



1.1 Notwithstanding the Slide Aircraft [***] advance payment schedule provided in Table 1-5-R1 of the Purchase Agreement, Customer may elect to defer certain advance payments, and/or portions thereof, until the Slide Aircraft delivery (Deferred Advance Payments) and choose to pay advance
payments in accordance with the following deferred advance payment schedule (Deferred Advance Payment Schedule). 
 1.2
Slide Aircraft Deferred Advance Payment Schedule 
  

			
	 Months Prior to Delivery
	  	 Amount Due

	At [***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
	[***]	  	[***]
		  	  

	Total	  	[***]
		  	  



  

					
	AVI-PA-3075-LA-1907594	  		  	SA-10 Page 1
		  	BOEING PROPRIETARY	  	









 



 
 1.3 The Deferred Advance Payment Schedule of the Slide Aircraft is detailed in Table A immediately below.

 Table A – Slide Aircraft 

Deferred Advance Payments 
  

									
	Aircraft Delivery Month	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  		  	
	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]
	[***]	  	[***]	  	[***]	  	[***]	  	[***]
		  	  
	  	  
	  	  
	  	
	Total	  	[***]	  	[***]	  	[***]	  	
		  	  
	  	  
	  	  
	  	

  

	2.	 Deferral Charges on Deferred Advance Payments. 



2.1 [***]. 
 2.2 [***]. 

 

	3.	 Set-Off Rights. 



Customer agrees that in the event of a default of its obligations under any [***] 

  

					
	AVI-PA-3075-LA-1907594	  		  	SA-10 Page 2
		  	BOEING PROPRIETARY	  	









 



 
 [***]. 
  

	4.	 Assignment. 



Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to
Customer in consideration of Customer becoming the operator of the Slide Aircraft and cannot be assigned, in whole or in part, without the prior written consent of Boeing. 
  

	5.	 Confidentiality. 



Customer understands that certain commercial and financial information contained in this Letter Agreement is considered by Boeing as
confidential and, except as may otherwise be provided herein, will not, without the prior written consent of Boeing, disclose this Letter Agreement or any information contained herein to any other person or entity except to employees and legal
counsel of Customer with a need to know the contents for purposes of helping Customer negotiate, perform and/or enforce this Letter Agreement and/or the Purchase Agreement and who understand they are not to disclose its contents to any other person
or entity without the prior written consent of Boeing. Notwithstanding the foregoing, in the event Customer seeks to enforce this Letter Agreement or the Purchase Agreement by legal proceeding or becomes involved in any legal proceeding or
arbitration with respect to this Letter Agreement or Purchase Agreement or is otherwise legally compelled by deposition, interrogatory, subpoena, governmental investigation or other similar process, Customer may disclose the contents hereof or of
the Purchase Agreement after providing notice to Boeing, unless otherwise prohibited by an order from any governmental authority or by mandatory provisions of applicable law. If Customer is required by applicable law to file this Letter Agreement,
or any information contained therein, with any governmental or regulatory agency, or receives a request or demand for this Letter Agreement, or any information contained therein, from any government regulatory agency or court having jurisdiction
over Customer, Customer shall, upon making its decision to so file or upon receipt of the request or demand, (a) notify Boeing of such decision, request or demand and (b) notify any requesting party that this Letter Agreement is subject to
this confidentiality clause. Nothing herein shall prevent Boeing from requesting the governmental regulatory agency or requesting the court for a protective order or other reasonably satisfactory assurance of confidential treatment for the
information required to be disclosed. 
 If the foregoing correctly sets forth your understanding of our agreement with respect to the
matters contained herein, please indicate your acceptance and approval below. 

  

					
	AVI-PA-3075-LA-1907594	  		  	SA-10 Page 3
		  	BOEING PROPRIETARY	  	









 AVI-PA-3075-LA-1901416R1 
 Aerovias del Continente Americano S.A. AVIANCA 

Centro Administrativo 
 Avenida El Dorado—No. 92-30 
 Bogota 

Colombia 
  

	Subject:	 2021 787-9 Aircraft Deliveries Credit Memorandum 



 

	 	Reference:	  Purchase Agreement No. PA-3075 (Purchase Agreement)
between The Boeing Company (Boeing) and Aerovias del Continente Americano S.A. Avianca (Customer) relating to Model 787-9 aircraft (Aircraft) 



This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter
Agreement will have the same meaning as in the Purchase Agreement. 
  

	1.	 Credit Memorandum. 



1.1 In consideration of Customer’s agreement to modify the scheduled delivery month of [***], and in consideration of taking delivery of
such Aircraft, [***]. 
 1.2 As provided for in Supplemental Agreement 10 (SA-10), the Customer has
requested and Boeing has agreed to modify the Aircraft delivery [***]. 
 1.3 In the event that the Customer does not take [***]. 

  

					
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	2.	 Assignment. 



Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to
Customer in consideration of Customer becoming the operator of the Aircraft and cannot be assigned, in whole or in part, without the prior written consent of Boeing. In the event Boeing consents to the assignment of this Letter Agreement in
association with a collateral assignment related to the [***] Aircraft under the Purchase Agreement, the obligation of Customer regarding Return of Payment shall apply to the assignee. 

 

	3.	 Confidentiality. 



The information contained herein represents confidential business information and has value precisely because it is not available generally or
to other parties. Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to
disclose its contents to any other person or entity without the prior written consent of Boeing. 
 (signature page follows) 

  

					
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 Very truly yours,     

THE BOEING COMPANY     

[***]     
 By    [***]

 Its    Attorney-In-Fact 

ACCEPTED AND AGREED TO this     

December 27, 2019 

Date:                         
                                         
   
 AEROVIAS DEL CONTINENTE AMERICANO     

S.A. AVIANCA     

By    [***] 

Its    Secretary General—Officer 

  

					
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