EX-10.9.3



 Exhibit 10.9.3 
 SUPPLEMENTAL AGREEMENT NO. 3 
 to 

Purchase Agreement No. 3075 
 between 
 THE BOEING COMPANY 

and 

AEROVIAS DEL CONTINENTE AMERICAN° S.A. AVIANCA 
 Relating to Boeing Model 787-859 Aircraft 
 THIS SUPPLEMENTAL AGREEMENT,
entered into as of the 26 day of September 2012, 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 Republic of Colombia (Buyer); 
 WITNESSETH: 

WHEREAS, Boeing and Buyer entered into Purchase Agreement No. 3075, dated 03 October 2006, as amended and supplemented
(Purchase Agreement No. 3075) relating to the purchase and sale of ten (10) (Table 1-1) Boeing Model 787-859 aircraft; and 
 WHEREAS, Buyer and Boeing now wish to amend certain terms and conditions associated with Purchase Agreement No. 3075, and 
 WHEREAS, Boeing and Buyer have reached agreement regarding the [*] delivery schedule applicable to all twelve (12) (Tables 1-1 and 1-2) Aircraft under Purchase Agreement No. 3075, including the
applicable business considerations, and 
 WHEREAS, Buyer has made its decision regarding the exercise of three
(3) purchase right aircraft to now become additional firm contracted Aircraft (Table 1-3), and 
 WHEREAS, Boeing and Buyer
have also agreed to amend Purchase Agreement No. 3075 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 Purchase Agreement No. 3075 as
follows: 
  

	1.	Table of Contents. 

 The Table of
Contents to Purchase Agreement No, 3075 is hereby remove and replaced, in its entirety, by the new Table of Contents (attached hereto as Appendix A) to reflect the incorporation of this Supplemental Agreement No. 3 (SA-3) into Purchase
Agreement No. 3075. 
  

	2.	Tables. 

 2.1 Table 1-1 to
Purchase Agreement No. 3075. Aircraft Delivery, Description. Price and Advance Payments, is hereby removed and replaced in its entirety, with the new Table 1-1 (attached hereto as Appendix B) to reflect the revised scheduled months of Aircraft
delivery. 

  

			
	PA3075	  	
	SA-3	  	AVI









 2.2 Table 1-2 to Purchase Agreement No, 3075, Aircraft Delivery, Description, Price and
Advance Payments, is hereby removed and replaced in its entirety with the new Table 1-2 (attached hereto as Appendix C) to reflect the revised scheduled months of Aircraft delivery. 

2.3 A new Table 1-3, Aircraft Delivery, Description, Price and Advance Payments (attached hereto as Appendix D), is hereby added to
Purchase Agreement No. 3075 in order to incorporate Buyer’s decision to exercise three (3) now firmly contracted Purchase Right Aircraft to the Purchase Agreement No. 3075. 

 

	3.	Exhibits. 

 The new Supplemental
Exhibit BFE1, Buyer Furnished Equipment Variables (attached hereto as Appendix E) is hereby added to Purchase Agreement No. 3075 in order to provide the requisite on-dock delivery dates and other requirements applicable to BFE equipment.

  

	4.	Letter Agreements. 

 4.1 Letter
Agreement No. 6-1162-DME-0901R1, Advance Payment Mailers, is hereby deleted in its entirety and replaced with the new Letter Agreement No. 6-1 l 62-DME-901R2. with the same subject (attached hereto as Appendix F), including the new
Attachment A and Attachment B to such new letter, in order to (i) clarify and confirm Boeing and Buyer’s agreement that the advance payments for the [*] will be calculated based upon [*], include the advance payment schedule applicable to
the [*], and incorporate the terms and conditions [*]. 
 4.2 Letter Agreement No. 6-1162-DME-0903R1. Right to Purchase
Additional Aircraft, is hereby deleted in its entirety and replaced with the new revised Letter Agreement No. 6-1 162-DME-0903R2, with the same subject( attached hereto as Appendix G), such that the terms and conditions described therein will
be [*], and that any such Purchase Right Aircraft delivery position [*]. 
 4.3 Letter Agreement No. 6-1162-DME-0905 and
its Attachments A, B, and C, [*], is hereby deleted in its entirety and replaced with the new Letter Agreement No. 6-1162-DME-0905R1 and a new Attachment A and B. with the same subject, (attached hereto as Appendix H) in order to [*] under the
terms and conditions described therein. 
 4.4 Letter Agreement No. 6-1162-DME-0905-01, [*], is hereby deleted in its
entirety and replaced to reflect Buyer’s decision to utilize the terms and conditions of Letter Agreement No. 6-1162-DME0905R1, [*]. 
 4.5 Letter Agreement No. 6-1162-DME-0905-02, [*], is hereby deleted in its entirety and replaced to reflect Buyer’s decision to utilize the terms and conditions of Letter Agreement No. 6-1
162 DME-0905R1, [*]. 
 4.6 Letter Agreement No. 6-1162-DME-1089-R1 [*], is hereby deleted in its entirety and replaced as
was earlier mutually agreed upon in the Letter Agreement No. 6-1167-DME-1323 dated 24 May 2012. 
 4.7 The new Letter
Agreement No. 6-1167-DME-1347, Additional Special Matters - [*] (attached hereto as Appendix I), is hereby added to Purchase Agreement No. 3075 in order to incorporate certain additional business considerations associated with the [*]
scheduled to be delivered [*]. 
 Purchase Agreement No. 3075, 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 Purchase Agreement No. 3075, the terms of this Supplemental Agreement will
govern and control. 

  

			
	PA3075	  	
	SA-3	  	AV1









 EXECUTED IN DUPLICATE as of the day and year first above written. 

THE BOEING COMPANY 
  

			
	By	 	 Alan W. Smith

		
	Its	 	 Attorney-In-Fact



AEROVIAS DEL CONTINENTE AMERICANO S.A. AVIANCA 
  

			
	By	 	 /s/

		
	Its	 	 Legal Rep



  

			
	PA3075	  	
	SA-3	  	AV1









 APPENDIX A 
 TABLE OF CONTENTS 
  

							
	 	 	 	  	SA
NUMBER	 
		
	 ARTICLES
	  			
			
	 1.
	 	 Quantity, Model and Description
	  			
			
	 2.
	 	 Delivery Schedule
	  			
			
	 3.
	 	 Price
	  			
			
	 4.
	 	 Payment
	  			
			
	 5.
	 	 Miscellaneous
	  			
		
	 TABLE
	  			
			
	 1-1.
	 	 Aircraft Information Table
	  	 	SA-2	  
	 1-2.
	 	 Aircraft Information Table
	  	 	SA-2	  
	 1-3
	 	 Aircraft Information Table
	  	 	SA-3	  
			
	 EXHIBIT
	 		  			
			
	 A.
	 	 Aircraft Configuration
	  			
			
	 B.
	 	 Aircraft Delivery Requirements and Responsibilities
	  			
		
	 SUPPLEMENTAL EXHIBITS
	  			
			
	 AEI.
	 	 Escalation Adjustment/Airframe and Optional Features
	  			
			
	 BFEI
	 	 Buyer Furnished Equipment Variables
	  	 	SA-3	  
			
	 CS1.
	 	 Buyer Support Document
	  			
			
	 EE I.
	 	 Engine Escalation/Engine Warranty and Patent Indemnity
	  	 	SA-2	  
			
	 SLP1.
	 	 Service Life Policy Components
	  			


  

			
	PA3075	  	
	SA-3	  	AV1










							
	  	 	 	  	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
	 	 Performance Guarantees and Attachments
	  	 	SA-2	  
	 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-DM E-0901R2
	 	 Advance Payment Matters and Attachments A & B
	  	 	SA-3	  
	 6-1162-DME-0902
	 	 Promotional Support
	  	 	SA-1	  
	 6-1162-DME-0903 R2
	 	 Purchase Rights
	  	 	SA-3	  
	 6-1162-DME-0904
	 	 Special Matters
	  			
	 6-1162-DME-0905R1
	 	 [*]
	  	 	SA-3	  
	 6-1162-DME-0905-01
	 	 [*]
	  	 	SA-3	  
	 6-1162-DME-0905-02
	 	 [*]
	  	 	SA-3	  
	 6-1162-DME-0906R1
	 	 Customer Services Matters and Attachment
	  	 	SA-2	  
	 6-1162-DME-0907
	 	 AGTA Matters
	  			
	 6-1162-DME-1089 RI
	 	 [*]
	  	 	SA-3	  
	 6-1167-DME-1347
	 	 Additional Special Matters –[*]
	  	 	SA-3	  

  

			
	RECORD OF SUPPLEMENTAL AGREEMENTS
		
	SA-1	 	28 March 2007
		
	SA-2	 	21 November 2007
		
	SA-3	 	2012


  

			
	PA3075	  	
	SA-3	  	AV1









 APPENDIX B 
 Supplemental Agreement No. SA-2 
 Table 1-1 to Purchase Agreement
No. 3075 
 Aircraft Delivery, Description, Price and Advance Payments 

 

									
	Airframe
Model/MTOW:                      787-8	  	[*]	 	  	  	Detail Specification:	  	[*]
	Engine Model/Thrust:            TRENT[*]	  	[*]	 	  	  	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:	  	[*]
	Seller Purchased Equipment (SPE) Estimate:	  	[*]	 	  	  	Base Year Index (ECI):	  	[*]
		  				  	Base Year Index (CPI):	  	[*]
	Refundable Deposit/Aircraft at Proposal Accept:	  	$	150,000	  	  		  	

  

																	
	 Delivery Date
	  	Number of
Aircraft	  	Escalation
Factor
(Airframe)	  	Escalation
Factor
(Engine)	  	Escalation Estimate
Adv Payment Base
Price Per A/P	  	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to 
Delivery):
	  	  	  	  	  	[*]	  	[*]	  	[*]	  	[*]
	 [*]
	  	I	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]
	 [*]
	  	1	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]
	 [*]
	  	I	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]
	 [*]
	  	I	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]
	 [*]
	  	I	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]
	 [*]
	  	I	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]
	 [*]
	  	I	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]
	 [*]
	  	I	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]
	 [*]
	  	I	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]
		  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  

	 Total:
	  	10	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]
		  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  
	  	  



  

					
		  		  	SA-3
	AVI	  	Boeing Proprietary	  	Page 1









 APPENDIX C 
 Supplemental Agreement No. SA-3 
 Table 1-2 to Purchase Agreement
No. 03075 
 Aircraft Delivery, Description, Price and Advance Payments 

 

									
	Airframe Model/MTOW:	  	787-8	  	[*]	  	Detail Specification:	  	787131-4102-B (7/9/2007)
	Engine Model/Thrust:	  	TR [*]	  	[*]	  	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:	  	[*]
	Seller Purchased Equipment (SPE) Estimate:	  	[*]	  	Base Year Index (ECI):	  	[*]
		  		  		  	Base Year Index (CPI):	  	[*]
	Refundable Deposit/Aircraft at Proposal Accept:	  	[*]	  		  	

  

																	
	Delivery Date	  	Number of
Aircraft	  	Escalation
Factor
(Airframe)	  	Escalation
Factor
(Engine)	  	Escalation Estimate
Adv Payment Base
Price Per A/P	  	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
	  	  	  	  	  	[*]	  	[*]	  	[*]	  	[*]
	 [*]
	  	1	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]
	 [*]
	  	I	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]


  

					
	AVI	  		  	
		  		  	SA-3
		  	Boeing Proprietary	  	Page 1









 APPENDIX D 
 Supplemental Agreement No. SA-3 
 Table 1-3 to Purchase Agreement
No. 03075 
 Aircraft Delivery, Description, Price and Advance Payments 

 

									
	Airframe Model/MTOW:	  	787-8	  	[*]	  	Detail Specification:	  	787131-4102-B (7/9/2007)
	Engine Model/Thrust:	  	TRENT [*]	  	[*]	  	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:	  	[*]
	Seller Purchased Equipment (SPE) Estimate:	  	[*]	  	Base Year Index (ECI):	  	[*]
		  		  		  	Base Year Index (CPI):	  	[*]
	Refundable Deposit/Aircraft at Proposal Accept:	  	[*]	  		  	

  

																	
	 Delivery Date
	  	Number of
Aircraft	  	Escalation
Factor
(Airframe)	  	Escalation
Factor
(Engine)	  	Escalation Estimate
Adv Payment Base
Price Per A/P	  	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to 
Delivery):
	  	  	  	  	  	[*]	  	[*]	  	[*]	  	[*]
	 [*]
	  	1*	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]
	 [*]
	  	I*	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]
	 [*]
	  	1*	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]


  

					
	AVI	  		  	
		  	Boeing Proprietary	  	SA-3
		  		  	Page 1









 APPENDIX E 
 BUYER FURNISHED EQUIPMENT VARIABLES 
 between 

THE Boeing Company 
 and 
 Aerovias del Continente American° S. A. AV1ANCA 

Supplemental Exhibit BFE1 
 to Purchase Agreement Number 3075 

  

			
	AVI	  	BFE1
	SA-3	  	Page 1









 BUYER FURNISHED EQUIPMENT VARIABLES 

relating to 
 BOEING MODEL 787-8 AIRCRAFT 
 This Supplemental Exhibit BFE1 contains
supplier selection dates, on-dock dates and other requirements applicable to the Aircraft. 
  

	1.	Supplier Selection. 


Customer will select and notify Boeing of the suppliers and model/part of the following BFE items by the first day of the following
months: 
  

			
	[*]	  	[*]
	[*]	  	[*]
	[*]	  	[*]
	[*]	  	[*]
	[*]	  	[*]

  

	2.	On-dock Dates and Other Information. 

 Customer and Boeing rights and obligations related to the BFE requirements established in this Supplemental Exhibit BFE1 are set forth in Exhibit A to the AGTA. The first Aircraft BFE seat requirements
and on-dock dates for all BFE items are set forth below. On or before [*] Boeing will also make available to Customer the BFE requirements electronically, in My Boeing Fleet (MBF) through My Boeing Configuration (MBC) or by other means, setting
forth the items, quantities, technical reviews, on-dock dates, shipping instructions and other reasonable requirements relating to the in-sequence installation of BFE. These requirements may be periodically revised by Boeing. 

The below “Completion Date” represents the first day of the month by when the specific milestone must be completed to support
the BFE seat program. 
 Customer’s First Aircraft: BFE Premium Class Seat Program Milestones (First Aircraft Delivery
Only) 
  

			
	Milestone	  	Completion Date
	[*]	  	[*]
	[*]	  	[*]
	[*]	  	[*]
	[*]	  	[*]
	[*]	  	[*]


  

					
	AVI	  		  	BFE1
	SA-3	  	BOEING PROPRIETARY	  	Page 2









 Preliminary On-Dock and Customer Inspection Months 

(Note: All requirements are set forth below. If a month is listed, then the due date is the first day of the month. If no date is listed,
then there is no requirement.) 
  

									
	Aircraft
Delivery
Month	 	Product	 	On Dock
Date at
Supplier	 	On Dock
Date at
Boening	 	Customer 
inspection
	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]
	[*]	 	[*]	 	[*]	 	[*]	 	[*]

  

	2.	Additional Delivery Requirements - Import. 

 Customer will be the “importer of record” (as defined by the U.S. Customs and Border Protection) for all BEF imported into the United States, and as such, it has the responsibility
to ensure [*] comply with U.S. Customs Service regulations. In event Customer requests Boeing, in writing, to act as importer of record for Customer’s BFE, and Boeing agrees to such request, Customer is responsible for ensuring Boeing can
comply with all U.S. Customs Import Regulations by making certain that, at the time of shipment, all BFE shipments comply with the requirements  

  

					
	AVI	  		  	BFE1
	SA-3	  	BOEING PROPRIETARY	  	Page 3









 
in the ‘‘International Shipment Routing Instructions”, including the Customs Trade Partnership Against Terrorism (C-TPAT), as set out on the Boeing website referenced
below. Customer agrees to include the International Shipment Routing Instructions, including C-TPAT requirements, in each contract between Customer and BFE supplier. 
 http://www.boeing.com/companyoffices/doingbiz/supplier_portal/index_general.html 

  

					
	AVI	  		  	BFE1
	SA-3	  	BOEING PROPRIETARY	  	Page 4









 The Boeing Company 
 P.O. box 3707 
 Seattle, WA 98124-2207 

APPENDIX F 
 6-1162-DME-0901R2

 Aerovias del Continente Americana S.A. AVIANCA 
 Centro Administrativo 
 Avenida El Dorado - No. 92-30 

Bogota 
 Colombia 

 

			
	Subject:	  	Advance Payment Matters
		
	Reference:	  	Purchase Agreement No. 3075 (the Purchase Agreement) between The Boeing Company (Boeing) and Aerovias del Continente Americana S.A. AV1ANCA (Customer) relating to Model 787-859
aircraft (the Aircraft)

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

 

	1.	Advance Payment Schedule - Block 1-1 Aircraft: 

 Notwithstanding the advance payment schedule set forth in Table 1-1 of the Purchase Agreement, Boeing agrees that Customer may make Advance Payments for the Block 1-1 Aircraft in accordance with the
reduced schedule below described, as applied to the original Aircraft delivery schedule advance payment base prices (see Attachment A, hereto), subject to the terms and conditions further described herein: 

 

					
	 Months Prior to Aircraft Delivery
	  	Amount Due per Aircraft
(Percent times 
Advance Payment Base Price)	 
		
	 Definitive Agreement
	  	 	[*]	  
	 [*]
	  	 	[*]	  
	 [*]
	  	 	[*]	  
	 [*]
	  	 	[*]	  
	 [*]
	  	 	[*]	  
		
	 Total
	  	 	[*]	  

 [*] 

  

					
	P.A. No. 3075	  		  	SA-3
		  	PROPRIETARY	  	










 Page 2 
 Aerovias del Continente Americana S.A. AVIANCA 
 6-1162-DME-0901R2 

 


	2.	Advance Payment Schedule - Block 1-2 Aircraft: 

 Notwithstanding the advance payment schedule set forth in Table 1-2 of the Purchase Agreement, Boeing agrees that Customer may make Advance Payments for the Block 1-2 Aircraft in accordance with the
reduced schedule below [*]: 
  

					
	 Months Prior to Aircraft Delivery
	  	Amount Due per Aircraft
(Percent times
Advance Payment Base Price)	 
		
	 Definitive Agreement
	  	 	[*]	  
	 [*]
	  	 	[*]	  
	 [*]
	  	 	[*]	  
	 [*]
	  	 	[*]	  
	 [*]
	  	 	[*]	  
		
	 Total
	  	 	[*]	  

 [*] 
  

	3.	Advance Payment Schedule - Block 1-3 Aircraft: 

 Notwithstanding the advance payment schedule set forth in Table 1-3 of the Purchase Agreement, Boeing agrees that Customer may make Advance Payments for the Block 1-3 Aircraft in accordance with the
reduced schedule below [*]: 
  

					
	 Months Prior to Aircraft Delivery
	  	Amount Due per Aircraft
(Percent times 
Advance Payment Base Price)	 
		
	 Definitive Agreement
	  	 	[*]	  
	 [*]
	  	 	[*]	  
	 [*]
	  	 	[*]	  
	 [*]
	  	 	[*]	  
	 [*]
	  	 	[*]	  
		
	 Total
	  	 	[*]	  

 [*] 
  

	4.	Deferral Charges on Deferred Advance Payments: 

 [*] 
  

	5.	[*] 

 [*] 

 

	6.	[*] 

 [*] 

  

					
	P.A. No. 3075	  		  	SA-3
		  	PROPRIETARY	  	










 Page 3 
 Aerovias del Continente Americana S.A. AVIANCA 
 6-1162-DME-0901R2 

 


	7.	Confidential Treatment: 

 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 [*] 
 If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated above, please indicate your acceptance and approval below. 

Very truly yours, 
  

			
	THE BOEING COMPANY
		
	By	 	 /s/ Alan W. Smith

		
	Its	 	 Attorney-In-Fact



 

			
	ACCEPTED AND AGREED TO this
		
	Date:	 	Sept. 26, 2102

 AEROVIAS DEL CONTINENTE AMERICANO S.A. AVIANCA 
  

			
	By	 	 /s/ Elise

		
	Its	 	 Legal Rep



  

					
	P.A. No. 3075	  		  	SA-3
		  	PROPRIETARY	  	









 APPENDIX A to Letter Agreement No. 6-1162-DME-0901R2 

to Table 1-1 to Purchase Agreement No. 3075 
 Aircraft Delivery, Description, Price and Advance Payments 
  

									
	Airframe Model/MTOW:	  	787-8	  	[*]	  	Detail Specification:	  	7871B1-4102-B (7/9/2007)
	Engine Model/Thrust:	  	TREN [*]	  	[*]	  	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:	  	[*]
	Seller Purchased Equipment (SPE) Estimate:	  	[*]	  	Base Year Index (ECI):	  	[*]
		  		  		  	Base Year Index (CPI):	  	[*]
	Refundable Deposit/Aircraft at Proposal Accept:	  	[*]	  		  	

  

																			
	 [*]
	  	Number of
Aircraft	  	Escalation
Factor
(Airframe)	  	Escalation
Factor
(Engine)	  	[*]	  	Escalation Estimate
Adv Payment Base
Price Per A/P	  	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to 
Delivery):
	  	  	  	  	  	  	[*]	  	[*]	  	[*]	  	[*]
	 [*]
	  	I	  	[*]	  	[*]	  		  	[*]	  	[*]	  	[*]	  	[*]	  	[*]
	 [*]
	  	1	  	[*]	  	[*]	  		  	[*]	  	[*]	  	[*]	  	[*]	  	[*]
	 [*]
	  	I	  	[*]	  	[*]	  		  	[*]	  	[*]	  	[*]	  	[*]	  	[*]
	 [*]
	  	I	  	[*]	  	[*]	  		  	[*]	  	[*]	  	[*]	  	[*]	  	[*]
	 [*]
	  	I	  	[*]	  	[*]	  		  	[*]	  	[*]	  	[*]	  	[*]	  	[*]
	 [*]
	  	I	  	[*]	  	[*]	  		  	[*]	  	[*]	  	[*]	  	[*]	  	[*]


  

					
	AVI	  		  	Page 1
		  	Boeing Proprietary	  	SA-3









 APPENDIX B to Letter Agreement No. 6-1162-DME-0901R2 

to Table 1-2 to Purchase Agreement No. 3075 
 Aircraft Delivery, Description, Price and Advance Payments 
  

									
	Airframe Model/MTOW:	  	787-8	  	[*]	  	Detail Specification:	  	7871B1-4102-B (7/9/2007)
	Engine Model/Thrust:	  	TREN [*]	  	[*]	  	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:	  	[*]
	Seller Purchased Equipment (SPE) Estimate:	  	[*]	  	Base Year Index (ECI):	  	[*]
		  		  		  	Base Year Index (CPI):	  	[*]
	Refundable Deposit/Aircraft at Proposal Accept:	  	[*]	  		  	

  

																			
	 [*]
	  	Number of
Aircraft	  	Escalation
Factor
(Airframe)	  	Escalation
Factor
(Engine)	  	[*]	  	Escalation Estimate
Adv Payment Base
Price Per A/P	  	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to 
Delivery):
	  	  	  	  	  	  	[*]	  	[*]	  	[*]	  	[*]
	 [*]
	  	I	  	[*]	  	[*]	  		  	[*]	  	[*]	  	[*]	  	[*]	  	[*]
	 [*]
	  	1	  	[*]	  	[*]	  		  	[*]	  	[*]	  	[*]	  	[*]	  	[*]
	 [*]
	  	1	  	[*]	  	[*]	  		  	[*]	  	[*]	  	[*]	  	[*]	  	[*]
	 [*]
	  	1	  	[*]	  	[*]	  		  	[*]	  	[*]	  	[*]	  	[*]	  	[*]


  

					
	AVI	  		  	Page 2
		  	Boeing Proprietary	  	SA-3









 The Boeing Company 
 P.O. box 3707 
 Seattle, WA 98124-2207 

APPENDIX G 
 6-1162-DME-0903R2

 Aerovias del Continente Americana 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 Americana S.A. AV1ANCA (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.	Basic Purchase Rights 


Subject to the terms and conditions contained herein, in addition to the Aircraft described in Table 1-1 to the Purchase Agreement as of
the date of execution of this Letter Agreement, Customer will have the right to purchase (Basic Purchase Right) ten (10) additional Boeing Model 787-8 aircraft on the terms and conditions described in this Letter Agreement (Basic Purchase Right
Aircraft). [*] 
 1.1 Delivery 
 The Basic Purchase Right Aircraft are offered subject to available position for deliver) during the period 01 January 2016 through 31 December 2019, with delivery of three (3) such Basic
Purchase Right Aircraft to occur in each of the calendar years 2016 through 2018, and delivery of one (1) such Basic Purchase Right Aircraft to occur in calendar year 2019.[*] 

[*] 
 1.2.
Notice of Exercise and Payment of Deposit 
 Customer may exercise a Basic Purchase Right by giving written notice to
Boeing (Notice of Exercise) of its desire to exercise such Basic Purchase Right not later than the first business day of the month that is [*] months prior to a requested delivery position. [*] 

[*] 
 Customer
will pay to Boeing by electronic transfer to the account specified below a deposit (Deposit) in the amount shown on Table 1-1 to the Purchase Agreement for each Basic Purchase Right Aircraft purchased pursuant to the Notice of Exercise. The deposit
will be due and payable on the date of Customer’s acceptance of Boeing’s offered delivery position of a Basic Purchase Right Aircraft. The Deposit will be applied against the first advance payment due for each such Basic Purchase Right
Aircraft. 
 [*] 

  

					
	P.A. No. 3075	  	BOEING PROPRIETARY	  	SA-3











			
	Aerovias del Continente Americana S.A. AVIANCA	  	
	6-1162-DME-0903R2	  	Page 4

  

 1.3. Configuration 

1.3.1 Subject to the provisions of Article 1.3.2, below, the configuration for the Basic Purchase Right Aircraft will be the detail
specification for model 787-8 aircraft at the revision level in effect at the time of the Notice of Exercise. Such detail specification will be revised to include (i) changes applicable to such detail specification that are developed by Boeing
between the date of the Notice of Exercise and the signing of the definitive amendment to the Purchase Agreement providing For the purchase of the Basic Purchase Rights Aircraft, ( ii) changes required to obtain required regulatory certificates, and
(iii) other changes as mutually agreed by Boeing and Customer. 
 1.3.2 Boeing reserves the right to configure the
Basic Purchase Right Aircraft starting from a different configuration specification, provided that it can achieve the same configuration which would result pursuant to the provisions of Article 1.3.1 [*]. 

1.4. Price 
 The Aircraft Price of each Basic Purchase Right Aircraft shall be determined in accordance with the provisions of the Purchase Agreement using Boeing’s then-current prices at the time of signing of
the definitive agreement (Then-current Prices) . except that: 
 (i) [*] 

(ii) [*] 

Advance payments are required for each Basic Purchase Right Aircraft. The remainder of the Aircraft Price will be due at delivery of each
Basic Purchase Right Aircraft. The methodology used to estimate the Advance Payment Base Prices will be that specified in the Purchase Agreement at the date of signing of this Letter Agreement, and the escalation indices used to estimate the Advance
Payment Base Prices [*] the purchase of the [*] as such provisions are modified by any other letter agreement amending or supplementing the Purchase Agreement. 
 1.5. [*] 
 [*] 

1.6. Definitive Purchase Agreement. 
 Following Customer’s decision to exercise a [*] or to exercise an [*] in accordance with the terms and conditions stated herein, the parties will, within [*] calendar days of such exercise (or, if
applicable, within [*] days of Customer’s acceptance of an alternate delivery month), sign a definitive amendment to the Purchase Agreement providing for the purchase of such [*]. Such amendment will include the provisions then contained in the
Purchase Agreement as modified to reflect the provisions of this Letter Agreement and any additional mutually agreed terms and conditions. 
 1.7. General Expiration of Rights. 
 Each Basic Purchase Right shall expire
at the time of execution of the amendment to the Purchase Agreement providing for the purchase of the applicable [*] or, if no such amendment to the Purchase Agreement is executed 30 June of each of the calendar years 2015 through 2018 for any
then unexercised [*] with respect to the first calendar year commencing after such date. 

  

					
	P.A. No. 3075	  	BOEING PROPRIETARY	  	SA-3











			
	Aerovias del Continente Americana S.A. AVIANCA	  	
	6-1162-DME-0903R2	  	Page 5

  


	2.	Special Purchase Rights 


Subject to the terms and conditions contained herein, in addition to the Aircraft described in Table 1-3 to the Purchase Agreement as of
the date of execution of Supplemental Agreement No. 3. Customer will have the right to purchase [*] Boeing Model 787-8 aircraft on the terms and conditions described in this Letter Agreement ([*]). 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 [*]. 

2.1 Delivery. 
 The [*] are offered subject to available position for delivery prior to 31 December 2019. 
 Boeing will provide Customer with [*] positions by [*]. At not less than [*]. 

2.2. Notice of Exercise and Payment of Deposit 
 Customer may exercise a Special Purchase Right under the same terms and conditions as described in Article 1.2 above for Basic Purchase Rights. 

2.3 Configuration 
 With Customer’s exercise of a [*], the configuration will be determined under the [*]. 
 2.4. Price 
 The Aircraft Price of each [*] shall be determined in
accordance with the provisions of the Purchase Agreement using Boeing’s [*]. 
 Advance payments are required for each [*].
The remainder of the Aircraft Price will be due at delivery of each [*]. The methodology to determine Advance Payment Base Prices and escalation will be based upon Boeing’s [*]. 

2.5 Definitive Purchase Agreement. 
 Following Customer’s decision to exercise a [*] in accordance with the terms and conditions stated herein, the parties will, within [*] calendar days of such exercise (or, if applicable, within [*]
days of customer’s acceptance of an alternate delivery month), sign a definitive amendment to the Purchase Agreement providing for the purchase of such [*]. Such amendment will include the provisions then contained in the Purchase Agreement as
modified to reflect the provisions of this Letter Agreement and any additional mutually agreed terms and conditions. 
 2.6.
General Expiration of Rights. 
 Each [*] shall expire at the time of execution of the amendment to the Purchase
Agreement providing for the purchase of the applicable [*] or, if no such amendment to the Purchase Agreement is executed. on 30 June of 2018 for any then unexercised [*]. 

 

	3.	Assignment. 

 The Purchase
Rights described in this Letter Agreement are provided in consideration of Customer’s becoming the operator of each Purchase Right Aircraft, and cannot be assigned, in whole or in part. without the prior written consent of Boeing. 

  

					
	P.A. No. 3075	  	BOEING PROPRIETARY	  	SA-3











			
	Aerovias del Continente Americana S.A. AVIANCA	  	
	6-1162-DME-0903R2	  	Page 6

  


	4.	Confidential Treatment. 


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. [*] 
 If the foregoing correctly sets forth your understanding of our
agreement with respect to the matters treated above, please indicate your acceptance and approval below. 
 Very truly yours,

  

			
	THE BOEING COMPANY
		
	By	 	 /s/ Alan W. Smith

		
	Its	 	 Attorney-In-Fact

	
	ACCEPTED AND AGREED TO this
		
	Date:	 	Sept. 26, 2102
	
	AEROVIAS DEL CONTINENTE AMERICANO S.A. AVIANCA
		
	By	 	 /s/ Elise

		
	Its	 	  



  

					
	P.A. No. 3075	  	BOEING PROPRIETARY	  	SA-3









 BOEING PROPRIETARY 

 

			
	Aerovias del Continente Americano S.A. AVIANCA	  	
		
	Attachment A to 6-1162-DME-0903R2	  	Page    

 Record of Purchase Right Aircraft Exercised 

 

															
	 Document Description
	  	 Effective Date
	  	Basic Purchase
Rights Remaining	 	 	Special Purchase
Rights Remaining	 	 	Total Remaining
Purchase Rights	 
					
	 PA-3075
	  	03 October 2006	  	 	7	  	 	 	0	  	 	 	7	  
					
	 SA-1
	  	28 March 2007	  	 	10	  	 	 	0	  	 	 	10	  
					
	 SA-2
	  	21 November 2007	  	 	8	  	 	 	2	  	 	 	10	  
					
	 SA-3
	  	                 2012	  	 	  	* 	 	 	  	* 	 	 	  	* 

  

	*	after the effect of exercise of the three (3) remaining Purchase Rights as a part of SA-3. 


  

					
	P.A. No. 3075	  	BOEING PROPRIETARY	  	SA-3









 The Boeing Company 
 P.O. box 3707 
 Seattle, WA 98124-2207 

APPENDIX H 
 6-1162-DME-0905R1

 Aerovias del Continente Americana S.A. AVIANCA 
 Centro Administrativo 
 Avenida El Dorado - No. 92-30 

Bogota 
 Colombia 

 

			
	Subject:	  	Escalation [*]
		
	Reference:	  	Purchase Agreement No. 3075 (the Purchase Agreement) between The Boeing Company (Boeing) and Aerovias del Continente Americana S.A. AV1ANCA (Customer) relating to Model 787-8
(the Aircraft)

 This Letter Agreement amends and supplements the Purchase Agreement. All terms used but not defined in this Letter
Agreement have the same meaning as in the Purchase Agreement. 
 Customer and Boeing have reached agreement regarding certain modifications to
the Purchase Agreement as set forth below: 
  

	1.	Airframe Escalation [*]. 


Boeing agrees that at the time of delivery of such Aircraft prior to [*], the Airframe Price Adjustment that is determined by Supplemental
Exhibit AE1 to the Purchase Agreement applicable to the Airframe and Optional Features will [*] set forth in the Attachment A for an Aircraft delivering in the corresponding month and year. For example, in the event the [*] determined by
Supplemental Exhibit AE1 for a particular delivery month and year is [*]. 
  

	2.	[*] 

 For deliveries occurring
after [*] will be determined by using the Supplemental Exhibit AE1. 
  

	3.	Credit Memorandum Escalation. 

 Any credit memorandum provided for under the Purchase Agreement that is subject to escalation shall be escalated to the scheduled month of delivery of the Aircraft in accordance with the same escalation
provisions applicable to the Aircraft. 
  

	4.	Confidential Treatment. 


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. [*] 

  
 P.A. No. 3075 

SA-3 









 Aerovias del Continente Americana S.A. AVIANCA 

6-1162-DME-0903R2 
  

 Very truly yours, 

 

			
	THE BOEING COMPANY
		
	By	 	 /s/ Alan W. Smith

		
	Its	 	 Attorney-In-Fact

	
	ACCEPTED AND AGREED TO this
		
	Date:	 	Sept. 26, 2102
	
	AEROVIAS DEL CONTINENTE AMERICANO S.A. AVIANCA
		
	By	 	 /s/ Elise

		
	Its	 	 Legal Rep



  

			
	P.A. No. 3075	  	Page 2
	SA-3	  	










 Aerovias del Continente Americana S.A. AVIANCA 

6-1162-DME-0905R1 
  

 ATTACHMENT A 

 

					
	 [*]
	 	
	[*]	 	
		
	[*]	 	
	=	 	
	Base Date =	 	[*]

  

							
	Date	  	Factor	  	Date	  	Factor
	[*]	  	[*]	  	[*]	  	[*]
	[*]	  	[*]	  	[*]	  	[*]
	[*]	  	[*]	  	[*]	  	[*]
	[*]	  	[*]	  	[*]	  	[*]
	[*]	  	[*]	  	[*]	  	[*]
	[*]	  	[*]	  	[*]	  	[*]
	[*]	  	[*]	  	[*]	  	[*]
	[*]	  	[*]	  	[*]	  	[*]
	[*]	  	[*]	  	[*]	  	[*]
	[*]	  	[*]	  	[*]	  	[*]
	[*]	  	[*]	  	[*]	  	[*]
	[*]	  	[*]	  	[*]	  	[*]
				
	[*]	  	[*]	  	[*]	  	[*]
	[*]	  	[*]	  	[*]	  	[*]
	[*]	  	[*]	  	[*]	  	[*]
	[*]	  	[*]	  	[*]	  	[*]
	[*]	  	[*]	  	[*]	  	[*]
	[*]	  	[*]	  	[*]	  	[*]
	[*]	  	[*]	  	[*]	  	[*]
	[*]	  	[*]	  	[*]	  	[*]
	[*]	  	[*]	  	[*]	  	[*]
	[*]	  	[*]	  	[*]	  	[*]
	[*]	  	[*]	  	[*]	  	[*]
	
	(Note: Validated on August 2, 2012)

 Aerovias del Continente Americana S.A. AVIANCA 

  
 P.A. No. 3075 

SA-3 
 AVI 








 Attachment B to 6-1162-DME-0905R1 
 [*] – Sample Calculation 
  

					
	Customer – AVI	  	A/P Contract Delivery	  	[*]
	[*] Base Price	  		  	[*]
	Post Contract Changes	  		  	[*]
	Adjusted Airframe Price	  		  	[*]

 [*] 
 Per Letter Agreement 6-1161-DME-0905R1 the [*] adjustment determined by using the escalation cap factor set forth in the Attachment A. 

 

									
	[*]	  		  		  		  	
					
	Pa	  	=	  	[*]	  	-	  	P
					
	Pa	  	=	  	[*]	  	-	  	[*]
					
	Pa	  	=	  	[*]	  	-	  	[*]
					
	Pa	  	=	  	[*]	  		  	

 Supplemental Exhibit AE1 
  

																							
	Pa	  	=	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]
	ECI	  	=	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]
	ECI-R	  	=	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]
	CPI	  	=	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]
												
		  		  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]
												
	Pa	  	=	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]
		  		  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]
	Pa	  	=	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]
	Pa	  	=	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]
												
	Pa	  		  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]	  	[*]
	Pa	  		  	[*]	  		  		  		  		  		  		  		  	Escalation Factor (rounded [*] places)	  	[*]

 Aerovias del Continente Americano S.A. AVIANCA 
 Attachment B to 6-1162-DME-0905R1 

  

			
	P.A. No. 3075	  	Page 2
	SA-3	  	










 Attachment B to 6-1162-DME-0905R1 

 


					
	 Summary
	  	 	  	 
	 [*]
	  	=	  	[*]
	 [*]
	  	=	  	[*]
	 [*]
	  	=	  	[*]
	 [*]
	  		  	[*]

  

	*	Average of [*] – the last available SIC indices reported by the BLS. 


	**	Boxed indices are fictitious values for the purposes of this example and are for illustrative purposes only. The monthly indices will be replaced with the BLS actual
monthly ECI and CPI values for the [*] month prior to month of aircraft delivery, which in this example is [*] ECI and CPI are defined in supplemental Exhibit AE1 to the Purchase Agreement. 


This example also applies to any applicable escalating credit memorandum. 

  

			
	P.A. No. 3075	  	Page 3
	SA-3	  	









 APPENDIX I 
 6-1167-DME-1347 
 Aerovias del Continente Americana S.A. AVIANCA 

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

  

			
	Subject:	  	Additional Special Matters [*]
		
	Reference:	  	Purchase Agreement No. 3075 (the Purchase Agreement) between The Boeing Company (Boeing) and Aerovias del Continente Americana S.A. AV1ANCA (Customer) relating to Model 787-859
aircraft (Aircraft)

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

	1.	[*] 

 [*] 

[*] 
  

	2.	Business Considerations 

 2.1
Credit Memoranda. 
 2.1.1 [*] Credit Memorandum. 
 With respect to each of the [*] Aircraft, Boeing will provide to Customer (a) an [*] credit memorandum ([*] Credit Memorandum) and (b) a [*] credit memorandum [*] Credit Memorandum), as
applicable, in the following manner. 
 2.1.1.1 Boeing will provide to Customer an [*] Credit Memorandum at the time the [*]
each in the amount of [*]. 
 To illustrate, this will occur as follows: 
 [*] 
 2.1.1.2 Boeing will provide to Customer a [*] Credit Memorandum at the time
of each Aircraft delivery each in the amount of [*]. 
 To illustrate, this will occur as follows: 

[*] 

  
 Boeing Proprietary 









 Attachment B to 6-1162-DME-0905R1 

 

 2.2 [*] Adustment. 

2.2.1 [*] 

2.2.2 [*] 
 (a)

 (b) 

(c) 
 2.2.3 [*]

 2.2.3.1 [*] 
 2.2.3.2. [*] 
 2.2.3.3. [*] 

2.2.3.4. [*] 

(i) [*] 
 (ii)
[*] 
 (iii) [*] 
 (iv) [*] 
  

	 	2.3	[*] 

 Boeing shall provide Customer with a [*]
Credit Memorandum at the time of delivery of each [*] Aircraft each in [*]. 
 Boeing shall provide Customer with credit memoranda on or about
     11 March of each 
 2.4 [*] 
 Boeing shall provide Customer with credit memoranda on or about [*]. 
  

	3.	Escalation and Application of Credit Memoranda 


The various credit memoranda described herein will be subject to escalation per the specific terms stated above for each credit memoranda, and will
escalate per the terms and conditions of Supplemental Exhibit AE1, Escalation Adjustment/Airframe and Optional Features, subject to the [*] terms and conditions described in letter agreement no. 6-1162-DME-0905R1 [*]. 

The credit memoranda to be provided under this Letter Agreement may be used by Customer for the purchase of Boeing goods and services or may be applied
toward the purchase price of the Aircraft, but may not be used for the payment of advance payments for any Aircraft, [*]. All such credit memoranda amounts are stated in July [*] United States Dollars and are subject to the same escalation as
applicable to the net Aircraft Basic Price. 

  

			
	P.A. No. 3075	  	Page 2
	SA-3	  	










 Attachment B to 6-1162-DME-0905R1 

 


	4.	Assignment of Credit Memoranda 

 The Credit
Memoranda described in this Letter Agreement are provided as a financial accommodation 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
The Boeing Company, 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 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. 
 Very truly yours, 
  

					
	THE BOEING COMPANY
		
	By	 	 /s/ Alan W. Smith

		
	Its	 	 Attorney-In-Fact

	
	ACCEPTED AND AGREED TO this
		
	Date:	 	Sept. 26, 2102
	
	AEROVIAS DEL CONTINENTE AMERICANO S.A. AVIANCA
		
	By	 	 /s/ Elise

		
	Its 	 	 Legal Rep



  

			
	P.A. No. 3075	  	Page 3
	SA-3