EX-4.24.2



 Exhibit 4.24.2 
  

LETTER AGREEMENT No 3.1 

AEROVIAS DEL CONTINENTE AMERICANO S.A. AVIANCA, 
 Avenida
Calle 26 
 No. 59-15 Bogota, 
 Colombia 

GRUPO TACA HOLDINGS LIMITED, 
 Winterbotham Place, 

Marlborough and Queen Streets 
 P.O. Box N-3026 Nassau, 

the Bahamas 
 Subject: BACKLOG AIRCRAFT 

GRUPO TACA HOLDINGS LIMITED, AEROVIAS DEL CONTINENTE AMERICANO S.A. AVIANCA (jointly and severally referred to as the “Buyer”) and
AIRBUS S.A.S. (the “Seller”) have entered into an A320neo Family Purchase Agreement (the “Agreement”) dated April 30th, 2015, 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 N°3.1 (the “Letter Agreement No3.1”) certain additional terms and conditions regarding the Aircraft. 
 Capitalized terms used
herein and not otherwise defined in this Letter Agreement N°3.1 shall have the meanings assigned thereto in the Agreement. 
 Both parties agree that
this Letter Agreement N°3.1, upon execution hereof, shall constitute an integral, nonseverable part of said Agreement, that the provisions of said Agreement are hereby incorporated herein by reference, and that this Letter Agreement N°3.1
shall be governed by all the provisions of the Agreement; as such provisions have been specifically amended pursuant to this Letter Agreement N°3.1. If there is any inconsistency between the provisions of the Agreement and the provisions of this
Letter Agreement N°3.1 then the provisions of this Letter Agreement N°3.1 will govern. 
  

  
 *** Represents material which has
been redacted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933, as amended. 

CT1307579 


  

			
	A320neo Family PA – April 2015	  	Letter Agreement 3.1 - Page 1 of 3









 LETTER AGREEMENT N° 3.1 

 
  

	0	APPLICABILITY 

 The Letter Agreement
No3 to the Agreement is hereby cancelled in its entirety and replaced with this Letter Agreement No3.1. 

 

	1	BACKLOG A320ceo FAMILY AIRCRAFT 

 *** 

 

	2	*** 

  

	3	*** 

  

	4	ASSIGNMENT 

 Except as provided in Clause 21 of the Agreement, this Letter Agreement
N°3.1 is not transferable, and the Buyer’s rights under this Letter Agreement N°3.1 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 N°3.1 with respect to any Aircraft will be void and without effect. 
  

	5	CONFIDENTIALITY 

 This Letter Agreement N°3.1 (and its existence) shall be treated by
both parties as confidential in accordance with Clause 22.15 of the Agreement. 
  

	6	COUNTERPARTS 

 This Letter Agreement N°3.1 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. 

 

	6	INTERPRETATION AND LAW  

 THIS LETTER AGREEMENT N°3 SHALL BE GOVERNED BY AND
CONSTRUED AND THE PERFORMANCE THEREOF SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAWS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. 

  
 *** Represents material which has
been redacted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933, as amended. 

CT1307579 


  

			
	A320neo Family PA – April 2015	  	Letter Agreement 3.1 - Page 2 of 3









 LETTER AGREEMENT N° 3.1 

 
 If the foregoing correctly sets forth our understanding, please execute four
(4) originals in the space provided below and return one (1) original of this Letter Agreement N°3.1 to the Seller. 
 Agreed and Accepted

 For and on behalf of 

AIRBUS S.A.S. 

			
		
	 Title:
	 	 
		
	 Title:
	 	 
		
	 Signature:
	 	 

  

									
			
	Agreed and Accepted	 		 	Agreed and Accepted
			
	For and on behalf of	 		 	For and on behalf of
			
	AEROVIAS DEL CONTINENTE	 		 	GRUPO TACA HOLDINGS LIMITED
	AMERICANO S.A. AVIANCA.	 		 	  
	 	  

					
	Name:	 	 	 		 	Name:	 	 
					
	Title:	 	 	 		 	Title:	 	 
					
	Signature:	 	 	 		 	Signature:	 	 
					
	Date:	 		 		 		 	


  
 *** Represents material which has
been redacted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 406 under the Securities Act of 1933, as amended. 

CT1307579 


  

			
	A320neo Family PA – April 2015	  	Letter Agreement 3.1 - Page 3 of 3