EX-10.9.1



 Exhibit 10.9.1 
 SUPPLEMENTAL AGREEMENT NO. 1 
 to 

Purchase Agreement No. 3075 
 between 
 THE BOEING COMPANY 

and 

AEROVIAS DEL CONTINENTE AMERICANO S.A. AVIANCA 
 Relating to Boeing Model 787-859 Aircraft 
 THIS SUPPLEMENTAL AGREEMENT,
entered into as of the 28th day of March 2007, 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 (Buyer); 
 W I T N E S S E T H: 

WHEREAS, Boeing and Buyer entered into Purchase Agreement No. 3075, dated 03 October 2006, as amended and supplemented (the
Agreement) relating to the purchase and sale of ten (10) Boeing Model 787-859 aircraft; and 
 WHEREAS, Buyer and Boeing
now wish to amend certain terms and conditions associated with the Agreement. and 
 WHEREAS, Boeing and Buyer have agreed to
the addition of three (3) Model 787-8 purchase rights. and 
 WHEREAS, Boeing and Buyer have also agreed to amend the
Agreement to incorporate certain other changes as may be described herein; 
 NOW, THEREFORE, in consideration of the mutual
covenants contained herein, the parties agree to amend the 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. 1 (SA-1) into the Purchase Agreement. 

 

	2.	Letter Agreements. 

 2.1
Remove and replace page 1 of letter agreement no. 6-1162-DME-0903. Right to Purchase Additional Aircraft, with a new page 1 (attached hereto) which effects an increase in 







 
(a) the number of Customer’s purchase right aircraft from seven (7) to now become ten (10) and (b) the number of Customer’s purchase rights aircraft to be delivered in
calendar years 2013 through 2015 from two (2) to now become three (3). 
 2.2 Remove and replace page 2 of letter agreement
no. 6-1162-DME-0902, Promotional Support Agreement, with a new page 2 (attached hereto) to accommodate Customer’s request for [*]. 
  

 
 The Purchase
Agreement, Exhibits and Letter Agreements 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 Purchase Agreement. the terms of this Supplemental Agreement will govern and control. 
 EXECUTED IN DUPLICATE as of the
day and year first above written. 
  

			
	THE BOING COMPANY
		
	By:	 	 /s/

		
	Its	 	 Attorney –In-Fact

	
	AEROVIAS DEL CONTINENTE AMERICANO S.A. AVIANCA
		
	By:	 	 /s/

		
	Its	 	 Attorney –In-Fact









 TABLE OF CONTENTS 

 

					
	 	  	 	  	SA
NUMBER
		
	ARTICLES	  	
			
	 1.
	  	Quantity, Model and Description	  	
			
	 2.
	  	Delivery Schedule	  	
			
	 3.
	  	Price	  	
			
	 4.
	  	Payment	  	
			
	 5.
	  	Miscellaneous	  	
		
	TABLE	  	
			
	 1.
	  	Aircraft Information Table	  	
		
	EXHIBIT	  	
			
	 A.
	  	Aircraft Configuration	  	
			
	 B.
	  	Aircraft Delivery Requirements and Responsibilities	  	
		
	SUPPLEMENTAL EXHIBITS	  	
			
	 AEI.
	  	Escalation Adjustment/Airframe and Optional Features	  	
			
	 CS 1.
	  	Customer Support Document	  	
			
	 EE I .
	  	Engine Escalation/Engine Warranty and Patent Indemnity — Genx & Trent	  	
			
	 SLP1.
	  	Service Life Policy Components	  	









							
	 	  	 	  	SA
NUMBER	 
		
	LETTER AGREEMENTS	  			
			
	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-0896	  	GEnx & Trent Performance Guarantees and Attachments	  			
	6-1162-DME-0897	  	Alternate Engine Selection	  			
	6-1162-DME-0898	  	GEnx Performance Retention and Attachment	  			
	6-1162-DME-0899	  	Trent Performance Retention and Attachment	  			
	6-1162-DME-0900	  	Maintenance Cost Guarantees and Attachment	  			
	6-1162-DM E-0901	  	Advance Payment Matters	  			
	6-1162-DME-0902	  	Promotional Support	  	 	SA-1	  
	6-1162-DME-0903	  	Purchase Rights	  	 	SA-1	  
	6-1162-DME-0904	  	Special Matters	  			
	6-1162-DME-0905	  	[*]	  			
	6-1162-DME-0905-01	  	[*]	  			
	6-1162-DME-0905-02	  	[*]	  			
	6-1162-DME-0906	  	Customer Services Matters and Attachment	  			
	6-1162-DME-0907	  	AGTA Matters	  			

  

			
	RECORD OF SUPPLEMENTAL AGREEMENTS
		
	SA-1	  	27 March 2007








 The Boeing Company 

P.O. Box 3707 
 Seattle, WA 98124-2207 
 6-1162-DME-0903 

Aerovias del Continente Americano S.A. AVIANCA 

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

  

			
	Subject:	    	Right to Purchase Additional Aircraft
		
	Reference:	    	Purchase Agreement No. 3075 (the Purchase Agreement) between The Boeing Company (Boeing) and Aerovias del Continente Americano S.A. AVIANCA (Customer) relating to Model
787-8 aircraft (Aircraft)

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

	1.	Right to Purchase Incremental Aircraft 

 Subject to the terms and conditions contained herein, in addition to the Aircraft described in Table 1 to the Purchase Agreement as of the date of execution of this Letter Agreement, Customer will have
the right to purchase (Purchase Right) ten (10) additional Boeing Model 787-8 aircraft on the terms and conditions described in this Letter Agreement (Purchase Right Aircraft). Customer’s right of substitution with respect to any Boeing
Model 787-8 aircraft pursuant to the Purchase Agreement (or any other letter agreement amending and supplementing the Purchase Agreement) shall be applicable to each such Purchase Right Aircraft. 

 

	2.	Delivery. 

 The Purchase
Right Aircraft are offered subject to available position for delivery during the period [*], with delivery of three (3) such Purchase Right Aircraft to occur in the calendar years [*] through [*], and delivery of one (1) such Purchase
Right Aircraft in calendar year [*]. Should Customer choose not to exercise its Purchase Rights with respect to any of these available Purchase Right Aircraft in any of the calendar years [*] through [*], the 

  
 P.A. No. 3075

 Purchase Rights 
  


 BOEING PROPRIETARY 








 1.4 “Performance Period” shall mean the period beginning [*] before and ending [*]
after delivery of the first Covered Aircraft, with the exception that up to [*] of this Boeing commitment may be utilized by Customer as [*]. 
 1.5 “Qualifying Third Party Fees” shall mean fees paid by Customer during the Performance Period to third party providers for Promotional Support provided to Customer during the Performance
Period. 
  

	2.	Commitment. 

 As more
particularly set forth in this Letter Agreement Boeing agrees to provide Promotional Support to Customer in a value not to exceed $[*] for the first Covered Aircraft delivered to Customer and not to exceed $[*] per Covered Aircraft for each Covered
Aircraft delivered to Customer thereafter (Commitment Limit). 
  

	3.	Methods of Performance. 


Subject to the Commitment Limit, Customer may elect to receive the Promotional Support in either or any combination of the following ways:

 3.1 At Customer’s request and with respect to a mutually agreed project Boeing will provide Promotional Support during
the Performance Period directly to Customer in value equivalent to Qualifying Third Party Fees. 
 3.2 Boeing will reimburse [*]
percent ([*]%) of Customer’s payments of Qualifying Third Party Fees provided that Customer provides Boeing copies of paid invoices for such Qualifying Third Party Fees no later than [*] months after the delivery of the first Covered Aircraft.
There will be no cash payments or other support in lieu thereof. 
  

	4.	Commencement Date. 


Boeing’s obligation to provide Promotional Support will commence when the purchase of the Covered Aircraft becomes firm (not subject
to cancellation by either party). 
  

	5.	Project Approval. 

 Following the
execution of this Letter Agreement, a Boeing Airline Marketing Services representative will meet with Customer’s designated representative to review and approve the extent, selection, scheduling, and funds disbursement process for the
Promotional Support to be provided pursuant to this Letter Agreement. 

  
 P.A. No. 3075 

 


 BOING PROPRIETARY