EX-10.6.5



 Exhibit 10.6.5 
 Note: Certain portions have been omitted from this Agreement in accordance with a request for confidential treatment submitted to the Securities and Exchange Commission. Omitted information has been
replaced with an asterisk. Omitted information has been filed separately with the Securities and Exchange Commission. 

AMENDMENT N° 5 
 TO THE 
 A320 FAMILY P U R C H A S E  A G R E E M E N T

 B E T W E E N 
 A I R B U S  S.A.S. 
 as “Seller”

 A N D 
 AVIANCA S.A. 
 as “Buyer” 

Reference : CT0801884 

  

			
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 C O N T E N T S 

 

							
	 CLAUSES
	  	 TITLES
	  	 	 
			
	1	  	 CHANGE OF DELIVERY DATES
	  			
			
	2	  	 PREDELIVERY PAYMENTS
	  	 	5	  
			
	3	  	 MISCELLANEOUS PROVISIONS
	  	 	5	  
			
	4	  	 ASSIGNMENT
	  	 	5	  
			
	5	  	 CONFIDENTIALITY
	  	 	5	  
			
	6	  	 COUNTERPARTS
	  	 	5	  


  

			
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 AMENDMENT N° 5 TO THE 

A320 FAMILY PURCHASE AGREEMENT 
 This Amendment N° 5 (hereinafter referred to as the “Amendment N° 5”) is entered into as of the      July 2008 

BETWEEN: 
 AIRBUS S.A.S., a
société par actions simplifiée, legal successor of Airbus S.N.C., formerly known as Airbus G.I.E. [and Airbus Industrie G.I.E.] created and existing under French law 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 (the “Seller”), 

and 
 Aerovias del Continente Americano S.A.
Avianca, a Colombian sociedad anonima created and existing under Colombian law having its registered office at administrative Avenida Calle 26 No. 92-30 Bogota, Colombia (the “Buyer”). 

WHEREAS : 
  

	 	A.	 The Buyer and the Seller have entered into an A320 Family Purchase Agreement dated the
16th April 2007 for the sale by the Seller and the
purchase by the Buyer of nine (9) A319-100 Aircraft and twenty four (24) A320 Aircraft (the A320 Family Purchase Agreement, together with all Exhibits and Appendices attached thereto and any Letter Agreements thereto, as the same may be
amended or modified from time to time, the “Agreement”), 


  

	 	B.	 The Buyer and the Seller have entered into an Amendment No.1 to the A320 Family Purchase Agreement dated the 18th June 2007 (the “Amendment No.1”) for [*]
firmly ordered Aircraft. 


  

	 	C.	 The Buyer and the Seller have entered into an Amendment No.2 to the A320 Family Purchase Agreement dated the 10th September 2007 (the “Amendment No.2”) to amend
certain provisions of the Agreement 


  

	 	D.	 The Buyer and the Seller have entered into an Amendment No.3 to the A320 Family Purchase Agreement dated the 27th November 2007 (the “Amendment No.3”) to amend
certain provisions of the Agreement 


  

	 	E.	 The Buyer and the Seller have entered into an Amendment No.4 to the A320 Family Purchase Agreement dated the 31st January 2008 (the “Amendment No.4”) to amend
certain provisions of the Agreement 


  

	 	F.	The Buyer and the Seller wish to enter into Amendment No. 5 to the Purchase Agreement to [*] the Delivery Dates of A320 Aircraft Nos. 11, 35, 37 and 39.


  

	 	G.	It is understood that Amendment N° 5, upon execution thereof, shall constitute an integral and non-severable part of the Agreement and that all terms and
conditions of the Agreement shall apply to this Amendment N° 5, unless otherwise agreed upon herein. 


  

			
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	 	H.	Capitalized terms used herein and not otherwise defined will have the meaning assigned to them in the Agreement. The terms “herein”, “hereof”
and “hereunder” and words of similar import refer to this Amendment N° 5. 


  

			
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 NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 

 

	1.	[*] Delivery Dates 

 The
Buyer and the Seller wish [*] the Delivery Dates of the A320 Aircraft below: 
  

							
	 A320 Aircraft No.
	  	 CAC Ids
	  	 [*]
	  	 New Delivery Date

	11	  	246823	  	[*]	  	October 2009
	35	  	263457	  	[*]	  	August 2009
	37	  	263478	  	[*]	  	September 2009
	39	  	263480	  	[*]	  	October 2009

  

	2.	Predelivery Payments 

 As
of the date hereof, with respect to the A320 Aircraft Nos. 11, 35, 37 and 39, the Buyer has paid the Seller Predelivery Payments [*]. The parties hereby agree, that upon signature of this Amendment N° 5 the Buyer shall, with respect to the A320
Aircraft Nos. 11, 35, 37 and 39, pay [*]. 
 Payments made pursuant to this Amendment shall be done in a manner consistent with
the provisions of the Purchase Agreement. [*]. 
  

	3.	Miscellaneous Provisions 


This Amendment N° 5 supersedes any previous understandings, commitments, or representations whatsoever, whether oral or written,
related to the subject matter hereof. 
 The Agreement shall be deemed to be amended to incorporate the terms and conditions
hereof, and, except as specifically amended hereby, shall continue in full force and effect in accordance with its original terms. 
 If there is any conflict or inconsistency between the terms and provisions of the Agreement and this Amendment N° 5, the latter shall prevail to the extent of such conflict or inconsistency.

  

	4.	Assignment 

 Except as
provided in Clause 21 of the Agreement, this Amendment N° 5 is not transferable, and the Buyer’s rights under this Amendment N° 5 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 Amendment N° 5 with respect to any Aircraft will be void and without effect. 

 

	5.	Confidentiality 

 This
Amendment N° 5 (and its existence) shall be treated by both parties as confidential in accordance with Clause 22.12 of the Agreement. 
  

	6.	Counterparts 

 This
Amendment N° 5 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. 

  

			
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 IN WITNESS WHEREOF this Amendment N° 5 was entered into the day and year first above written.

  

									
	Agreed and Accepted	 		 	Agreed and Accepted
			
	For and on behalf of	 		 	For and on behalf of
			
	Aerovias del Continente	 		 	AIRBUS S.A.S.
	Americano S.A. Avianca	 		 	
					
	By:	 	 /s/ Juan Carlos Sarabia
	 		 	By:	 	 /s/ Christophe Mourey

					
	Its:	 	 Attorney-in-fact
	 		 	Its:	 	 Senior Vice President Contracts



  

			
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