EX-10.6.9



 Exhibit 10.6.9 
 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° 9 

TO THE 

A320 FAMILY PURCHASE AGREEMENT 
 BETWEEN 
 A I R B U S  S.A.S. 

as “Seller” 
 AND 
 AVIANCA S.A. 

as “Buyer” 

Reference: CT1001145 

  
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 CONTENTS 

 

					
	 CLAUSES
	 	 TITLES
	  	 
			
	1	 	[*]	  	3
			
	2	 	DELIVERY SCHEDULE	  	3
			
	3	 	[*]	  	4
			
	4	 	PREDELIVERY PAYMENTS	  	4
			
	5	 	MISCELLANEOUS PROVISIONS	  	4
			
	6	 	ASSIGNMENT	  	4
			
	7	 	CONFIDENTIALITY	  	4
			
	8	 	COUNTERPARTS	  	4


  
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 AMENDMENT N° 9 TO THE 
 A320 FAMILY PURCHASE
AGREEMENT 
 This amendment N° 9 (hereinafter referred to as the “Amendment M° 9”) is entered into as of the
12 March 2010. 
 BETWEEN: 
 AIRBUS S.A.S., a societe par actions simplifies, 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 Centre Administrative, Avenida Calle 26 No 59-15, Bogota, Colombia (the “Buyer”), 

The Buyer and the Seller being together the “Parties” and each the “Party”. 
 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, any Letter Agreements thereto and Amendments N° 1 to 8 thereto, the “Agreement”),



  

	 	B.	In accordance with the terms of this Amendment N° 9, the Seller and the Buyer hereby agree to amend certain provisions of the Agreement.


  

	 	C.	It is understood that Amendment N° 9, 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° 9, unless otherwise agreed upon herein. 

  

	 	D.	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° 9. 

 NOW, THEREFORE, IT IS AGREED AS
FOLLOWS: 
  

	 	1.	[*] 

  

	 	2.	Delivery Schedule 

 [*]
Parties hereby agree that the Scheduled Delivery Months of A320 family Aircraft with rank numbers 8, 9 and 27 shall be amended as set forth in the table here below: 
  

							
	 Rank number
	  	 A/C Type
	  	 [*]
	  	 Revised Scheduled

Delivery Quarters

	8	  	A319-100	  	[*]	  	1st Quarter 2013
				
	9	  	A319-100	  	[*]	  	2nd Quarter 2013
				
	27	  	A320-200	  	[*]	  	2nd Quarter 2013


  
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	 	3.	[*] 

  

	 	4.	Pre-delivery payments 

 It
is agreed that, as a result of (i) the [*] of Aircraft with rank numbers 8, 9 and 27 as set forth in the above Clause 2 [*] the allocation of Predelivery Payments for such Aircraft shall be amended and the Seller shall recalculate the relevant
Predelivery Payment Schedule and any remaining Predelivery Payment due shall be paid to the Seller, upon the signature of Amendment N° 9, in accordance with the revised Predelivery Payment Schedule. 

 

	 	5.	Miscellaneous Provisions 


This Amendment N° 9 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° 9, the latter shall prevail to the extent of such conflict or inconsistency.

  

	 	6.	Assignment 

 Except as
provided in clause 21 of the Agreement, this Amendment N° 9 is not transferable, and the Buyer’s rights under this Amendment N° 9 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° 9 with respect to any Aircraft will be void and without effect. 

 

	 	7.	Confidentiality 

 This
Amendment N° 9 (and its existence) shall be treated by both Parties as confidential in accordance with clause 22.12 of the Agreement. 
  

	 	8.	Counterparts 

 This
Amendment N° 9 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° 9 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	 		 	


  
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 LETTER AGREEMENT NO. 1 TO AMENDMENT NO. 9 

Aerovias del Continente Americano S.A. Avianca 
 Centra Administrative 
 Avenida Calle 26 No 59-15, 

Bogota, Colombia 
 RE: MISCELLANEOUS
PROVISIONS 
 Aerovias del Continente Americano S.A. Avianca (the “Buyer”) and AIRBUS S.A.S. (the “Seller”)
have entered into Amendment No. 9 dated 12 March 2010 (the “Amendment”), to a Purchase Agreement (the “Agreement”) dated 16 April 2007, 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 to the Amendment (the “Letter Agreement”)
certain additional terms and conditions regarding [*] the Aircraft. 
 Capitalized terms used herein and not otherwise defined in this Letter
Agreement will have the meanings assigned thereto in the Agreement. Except when used in quoted text, the terms “herein,” “hereof and “hereunder” and words of similar import refer to this Letter Agreement. 

Both parties agree that this Letter Agreement will constitute an integral, nonseverable part of said Amendment, that the provisions of said Amendment are
hereby incorporated herein by reference, and that this Letter Agreement will be governed by the provisions of said Agreement, except that if the Agreement, the Amendment and this Letter Agreement have specific provisions which are inconsistent, the
specific provisions contained in this Letter Agreement will govern. 
 NOW, THEREFORE, IT IS AGREED AS FOLLOWS: 

 

	 	1.	Pre-Delivery Payments [*] 

 [*]

  

	 	2.	Notices 

 It is hereby agreed by the
Parties that the clause 22.2 to the Purchase Agreement shall be deleted in its entirety and replaced with the following: 
 QUOTE 

All notices and requests required or authorized hereunder shall be given in writing either by personal delivery to an authorized
representative of the party to whom the same is given or by registered mail (return receipt requested), express mail (tracking receipt requested) or by facsimile, to be confirmed by subsequent registered mail, and the date upon which any such notice
or request is so personally delivered or if such notice or 

  
 Letter
Agreement N°1 to the Amendment N°9 -Page 1 /3 








 
request is given by registered mail, the date upon which it is received by the addressee or, if given by facsimile, the date upon which it is sent with a correct confirmation printout, provided
that if such date of receipt is not a Business Day notice shall be deemed to have been received .pn the first following Business Day, shall be deemed to be the effective date of such notice or request. 

Seller’s address for notices is: 
 AIRBUS 
 Attn. To V. P. Contracts 

1 Rond-Point Maurice Bellonte 
 31707 BlagnacCedex 
 France 

Buyer’s address for notices is: 
 Aerovias del Continente Americano S.A. Avianca 
 Centra Administrative, 

Avenida Calle 26 No 59-15, 
 Bogota, Colombia 
 [*] 

or such other address or such other person as the party receiving the notice or request may reasonably designate from time to time.

 UNQUOTE 
  

	 	3.	Assignment 

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

 

	 	4.	Confidentiality 

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

	 	5.	Counterparts 

 This Letter Agreement may
be executed by the parties in any number of counterparts, each of which when so executed and delivered (including counterparts delivered by facsimile) shall be an original, and all such counterparts will together constitute one and the same
instrument. 

  
 Letter
Agreement N°1 to the Amendment N°9 -Page 2 /3 








 If the foregoing correctly sets forth our understanding, please execute two (2) originals in the space
provided below and return one (1) original of this Letter Agreement to the Seller. 
  

									
	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/ Elisa Murgas de Moreno
	 		 	By:	 	 /s/ Christophe Mourey

					
	Its:	 	 Legal Representative
	 		 	Its:	 	 Senior Vice President Contracts



  
 Letter
Agreement N°1 to the Amendment N°9 -Page 3 /3