Common use of INTERPRETATION AND LAW Clause in Contracts

INTERPRETATION AND LAW. THIS LETTER AGREEMENT N°5 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 – March 2015 Letter Agreement 5 - Page 220 of 246 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°5 to the Seller. Agreed and Accepted For and on behalf of Title: Title: Signature: Agreed and Accepted Agreed and Accepted For and on behalf of For and on behalf of 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 – March 2015 Letter Agreement 5 - Page 221 of 246 Xxxxxxx Xxxxx 00 Xx. 00-00 Xxxxxx, Xxxxxxxx Winterbotham Place, Marlborough and Xxxxx Xxxxxxx X.X. Xxx X-0000 Nassau, the Bahamas Subject: *** GUARANTEES 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 as of event date herewith, 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°6 (the “Letter Agreement No6”) certain additional terms and conditions regarding the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement N°6 shall have the meanings assigned thereto in the Agreement. Both parties agree that this Letter Agreement N°6, 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°6 shall be governed by all the provisions of the Agreement; as such provisions have been specifically amended pursuant to this Letter Agreement N°6. If there is any inconsistency between the provisions of the Agreement and the provisions of this Letter Agreement N°6 then the provisions of this Letter Agreement N°6 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 In the appendixes to this Letter Agreement No6, the word “Guarantees” and the word “Specification” shall have the meanings assigned thereto in each such appendix. 1 * GUARANTEES

INTERPRETATION AND LAW. THIS LETTER AGREEMENT N°5 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 – March 2015 Letter Agreement 5 - Page 220 of 246 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°5 3 to the Seller. Agreed and Accepted For and on behalf of Title: Title: Signature: Agreed and Accepted Agreed and Accepted For and on behalf of For and on behalf of 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 – March 2015 Letter Agreement 5 - Page 221 of 246 Xxxxxxx Xxxxx 00 Xx. 00-00 Xxxxxx, Xxxxxxxx Winterbotham Place, Marlborough and Xxxxx Xxxxxxx X.X. Xxx X-0000 Nassau, the Bahamas Subject: *** GUARANTEES 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 as of event date herewith, 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°6 4 (the “Letter Agreement No6No4”) certain additional terms and conditions regarding the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement N°6 4 shall have the meanings assigned thereto in the Agreement. Both parties agree that this Letter Agreement N°64, 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°6 4 shall be governed by all the provisions of the Agreement; as such provisions have been specifically amended pursuant to this Letter Agreement N°64. If there is any inconsistency between the provisions of the Agreement and the provisions of this Letter Agreement N°6 4 then the provisions of this Letter Agreement N°6 4 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 In the appendixes to this A320neo Family PA – March 2015 Letter Agreement No6, the word “Guarantees” and the word “Specification” 4 - Page 216 of 246 1.1 The Buyer shall have the meanings assigned thereto in each such appendix. 1 * GUARANTEES***

INTERPRETATION AND LAW. THIS LETTER AGREEMENT N°5 7 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 – March 2015 Letter Agreement 5 7 - Page 220 233 of 246 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°5 7 to the Seller. Agreed and Accepted For and on behalf of Title: Title: Signature: Agreed and Accepted Agreed and Accepted For and on behalf of For and on behalf of Name: Name: Title: Title: Signature: Signature: Date: CT1307579 A320neo Family PA – March 2015 Letter Agreement 7 - Page 234 of 246 [*** *] [***] LETTER AGREEMENT AEROVIAS DEL CONTINENTE AMERICANO S.A. AVIANCA, (“Avianca”) Xxxxxxx Xxxxx 00 Xx. 00-00 Xxxxxx, Xxxxxxxx GRUPO TACA HOLDINGS LIMITED, (“GTH”) Winterbotham Place, Marlborough and Xxxxx Xxxxxxx X.X. Xxx X-0000 Nassau, the Bahamas AVIANCA LEASING L.L.C., (“Avianca Leasing”) 000 Xxxxxxxxx Xxxxx, Xxxxx 000, XXXX XX XXXXX, XXXXXX XX XXXX, XX 00000, X.X.X. AVIANCA HOLDINGS (“Avianca Holdings”) Xxxxx Xxxxxxxx de la Guardia Xx.0 Xxxxxx xx Xxxxxx Xxxxxxxxx de Panama Subject: [***] Ladies and Gentleman: On even date herewith, Avianca and GTH (jointly and severally, the “2015 Buyer”) and Airbus S.A.S. (the “Seller”) entered into an A320neo Family Aircraft Purchase Agreement (the “2015 Agreement”), which covers, among other things, the manufacture and the sale by the Seller and the purchase by the 2015 Buyer [***] the “2015 Aircraft”); [***] [***]This [***] “Letter Agreement”) [***] The Buyer and the Seller have agreed to set forth in this Letter Agreement [***] [***] 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. amended CT1307579 A320neo Family PA – March 2015 Letter Agreement 5 - Page 221 of 246 Xxxxxxx Xxxxx 00 Xx. 00-00 Xxxxxx, Xxxxxxxx Winterbotham Place, Marlborough and Xxxxx Xxxxxxx X.X. Xxx X-0000 Nassau, the Bahamas Subject: *** GUARANTEES 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 as of event date herewith, 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°6 (the “Letter Agreement No6”) certain additional terms and conditions regarding the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement N°6 shall will have the meanings assigned thereto (a) in the Agreement2015 Agreement [***]. Both parties agree that this This Letter Agreement N°6, 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°6 shall be governed by all the provisions of the Agreement; as such provisions have been specifically amended pursuant to this Letter Agreement N°6. If there is any inconsistency between the provisions of the Agreement and the provisions of this Letter Agreement N°6 then the provisions of this Letter Agreement N°6 will govern. [*** Represents material which has been redacted *] a separate 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 In the appendixes to this Letter Agreement No6, the word “Guarantees” and the word “Specification” shall have the meanings assigned thereto in each such appendixindependent contract [***]. 1 * GUARANTEES

INTERPRETATION AND LAW. THIS LETTER AGREEMENT N°5 1 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. amended CT1307579 A320neo Family PA – March 2015 Letter Agreement 5 - Page 220 of 246 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°5 1 to the Seller. Agreed and Accepted For and on behalf of Title: Title: Signature: Agreed and Accepted Agreed and Accepted For and on behalf of For and on behalf of 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. amended CT1307579 A320neo Family PA – March 2015 Letter Agreement 5 1 - Page 221 153 of 246 AEROVIAS DEL CONTINENTE AMERICANO S.A. AVIANCA, Xxxxxxx Xxxxx 00 Xx. 00-00 Xxxxxx, Xxxxxxxx GRUPO TACA HOLDINGS LIMITED, Winterbotham Place, Marlborough and Xxxxx Xxxxxxx X.X. Xxx X-0000 Nassau, the Bahamas Subject: *** GUARANTEES MISCELLANEOUS 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 as of event date herewith, 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°6 2 (the “Letter Agreement No6No2”) certain additional terms and conditions regarding the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement N°6 2 shall have the meanings assigned thereto in the Agreement. Both parties agree that this Letter Agreement N°62, 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°6 2 shall be governed by all the provisions of the Agreement; as such provisions have been specifically amended pursuant to this Letter Agreement N°62. If there is any inconsistency between the provisions of the Agreement and the provisions of this Letter Agreement N°6 2 then the provisions of this Letter Agreement N°6 2 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. amended CT1307579 In the appendixes to this A320neo Family PA – March 2015 Letter Agreement No6, the word “Guarantees” and the word “Specification” shall have the meanings assigned thereto in each such appendix. 1 * GUARANTEES2 - Page 154 of 246

INTERPRETATION AND LAW. THIS LETTER AGREEMENT N°5 4 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 – March 2015 Letter Agreement 5 4 - Page 220 217 of 246 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°5 4 to the Seller. Agreed and Accepted For and on behalf of Title: Title: Signature: Agreed and Accepted Agreed and Accepted For and on behalf of For and on behalf of 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 – March 2015 Letter Agreement 5 4 - Page 221 218 of 246 Xxxxxxx Xxxxx 00 Xx. 00-00 Xxxxxx, Xxxxxxxx GRUPO TACA HOLDINGS LIMITED, Winterbotham Place, Marlborough and Xxxxx Xxxxxxx X.X. Xxx X-0000 Nassau, the Bahamas Subject: *** GUARANTEES ECAs 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 as of event date herewith, 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°6 5 (the “Letter Agreement No6No5”) certain additional terms and conditions regarding the Aircraft. Capitalized terms used herein and not otherwise defined in this Letter Agreement N°6 5 shall have the meanings assigned thereto in the Agreement. Both parties agree that this Letter Agreement N°65, 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°6 5 shall be governed by all the provisions of the Agreement; as such provisions have been specifically amended pursuant to this Letter Agreement N°65. If there is any inconsistency between the provisions of the Agreement and the provisions of this Letter Agreement N°6 5 then the provisions of this Letter Agreement N°6 5 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 In the appendixes to this A320neo Family PA – March 2015 Letter Agreement No6, the word “Guarantees” and the word “Specification” shall have the meanings assigned thereto in each such appendix. 1 * GUARANTEES5 - Page 219 of 246