AVIANCA HOLDINGS S.A. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of , 2013Deposit Agreement • October 2nd, 2013 • Avianca Holdings S.A. • Air transportation, scheduled • New York
DEPOSIT AGREEMENT dated as of , 2013, among AVIANCA HOLDINGS S.A., a corporation (sociedad anónima) incorporated under the laws of the Republic of Panama (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders from time to time of American Depositary Shares issued hereunder.
Avianca Holdings S.A. 27,234,910 American Depositary Shares Representing 217,879,280 Preferred Shares Underwriting AgreementUnderwriting Agreement • October 30th, 2013 • Avianca Holdings S.A. • Air transportation, scheduled • New York
Avianca Holdings S.A., a corporation (sociedad anónima) incorporated and existing under the laws of the Republic of Panamá (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 100,000,000 preferred shares, par value $0.125 per share, of the Company (the “Preferred Shares”) in the form of American Depositary Shares (“ADSs”, and each an “ADS”), each representing eight Preferred Shares, and certain shareholders of the Company named in Schedule 2 hereto (the “Selling Shareholders”) propose to sell to the several Underwriters an aggregate of 14,734,910 ADSs (collectively, the “Underwritten ADSs”). In addition, Kingsland Holdings Limited, a Selling Shareholder, proposes to sell, at the option of the Underwriters, up to 4,085,236 additional ADSs (collectively, the “Option ADSs”). Unless the context otherwise requires, for all purposes of this
PURCHASE AGREEMENT NUMBER 3075 between THE BOEING COMPANY and AEROVIAS DEL CONTINENTE AMERICANO S.A. AVIANCA Relating to Boeing Model 787-859 AircraftPurchase Agreement • November 4th, 2013 • Avianca Holdings S.A. • Air transportation, scheduled
This is the listing of Covered Components for the Aircraft which relate to Part 3, Boeing Service Life Policy of Exhibit C, Product Assurance Document to the AGTA and is a part of Purchase Agreement No. 3075.
A320F Amendment No 5 between AIRBUS INDUSTRIE and ATLANTIC AIRCRAFT HOLDING LIMITEDA320 Family Purchase Agreement • November 4th, 2013 • Avianca Holdings S.A. • Air transportation, scheduled
[*] Represents material which has been redacted and filed seperately 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
ContractPurchase Agreement • October 30th, 2013 • Avianca Holdings S.A. • Air transportation, scheduled • New York
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.
LEASE CONTRACT No. OP-DC-CA-T2-0060-12 BETWEEN OPAIN S.A. AND AEROVÍAS DEL CONTINENTE AMERICANO S.A. AVIANCALease Agreement • October 2nd, 2013 • Avianca Holdings S.A. • Air transportation, scheduled • Antioquia
This lease Contract (as amended or supplemented from time to time by mutual agreement between the parties, including its annexes, the “Contract”) is concluded on 17 October 2012 by and between (i) Sociedad Concesionaria Operadora Aeroportuaria Internacional S.A. – Opain S.A. (“OPAIN”); and (iii) AEROVÍAS DEL CONTINENTE AMERICANO S.A. AVIANCA (the “TENANT”), collectively referred to as “The Parties”.
ContractRate Per Flight Hour Agreement • September 23rd, 2013 • Avianca Holdings S.A. • Air transportation, scheduled • New York
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.
RATE PER FLIGHT HOUR AGREEMENT FOR CFM56-5B ENGINE SHOP MAINTENANCE SERVICES BETWEEN CFM INTERNATIONAL, INC. AND AVIANCATACA HOLDING S.A.Rate Per Flight Hour Agreement • October 8th, 2013 • Avianca Holdings S.A. • Air transportation, scheduled • New York
THIS RATE PER FLIGHT HOUR AGREEMENT FOR ENGINE SHOP MAINTENANCE SERVICES (“Service Agreement”) is made this 6th day of February, 2013, by and between AviancaTaca Holding S.A., a company duly organized under the laws of Panama having a principal place of business at Centro Administrativo, Avenida El Dorado, Bogota, Colombia (“AVIANCATACA”), and CFM International, Inc., having its principal place of business at 6440 Aviation Way, West Chester, Ohio 45069 USA (“CFM”), (each a “Party” and collectively referred to herein as “Parties”).
AMENDMENT No. 22 TO THE A320 FAMILY PURCHASE AGREEMENT BETWEEN ATLANTIC AIRCRAFT HOLDING LIMITED AIRBUS S.A.S.A320 Family Purchase Agreement • October 8th, 2013 • Avianca Holdings S.A. • Air transportation, scheduled
This Amendment No 22 to the A320 Family Purchase Agreement dated as of March 19, 1998 (hereinafter referred to as the “Amendment No 22”) between AIRBUS S.A.S. and ATLANTIC AIRCRAFT HOLDING LIMITED is made as of the 26 day of August, 2011.
SUPPLEMENTAL AGREEMENT NO. 4 to Purchase Agreement No. 3075 between THE BOEING COMPANY and AEROVIAS DEL CONTINENTE AMERICANO S.A. AVIANCA Relating to Boeing Model 787-859 AircraftSupplemental Agreement • October 8th, 2013 • Avianca Holdings S.A. • Air transportation, scheduled
SYNERGY AEROSPACE CORP., as Original Buyer AEROVIAS DEL CONTINENTE AMERICANO S.A. AVIANCA, as New Buyer AND AIRBUS S.A.S. ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT in respect of four (4) A330-200F of the thirteen (13) A330-200 and A330-200F under...Assignment, Assumption and Amendment Agreement • October 8th, 2013 • Avianca Holdings S.A. • Air transportation, scheduled • New York
NOW THEREFORE, in consideration of the mutual representations, warranties and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the Parties, the Parties agree as follows:
AMENDMENT No. 19 TO THE A320 FAMILY PURCHASE AGREEMENT BETWEEN ATLANTIC AIRCRAFT HOLDING LIMITED AND AIRBUS S.A.S.A320 Family Purchase Agreement • October 8th, 2013 • Avianca Holdings S.A. • Air transportation, scheduled
This Amendment No 19 to the A320 Family Purchase Agreement dated as of March 19, 1998 (hereinafter referred to as the “Amendment No 19”) between AIRBUS S.A.S. and ATLANTIC AIRCRAFT HOLDING LIMITED is made as of the day of , 2009.
AMENDMENT No. 18 TO THE A320 FAMILY PURCHASE AGREEMENT BETWEEN ATLANTIC AIRCRAFT HOLDING LIMITED AND AIRBUS S.A.S.A320 Family Purchase Agreement • October 8th, 2013 • Avianca Holdings S.A. • Air transportation, scheduled
This Amendment No 18 to the A320 Family Purchase Agreement dated as of March 19, 1998 (hereinafter referred to as the “Amendment No 18”) between AIRBUS S.A.S. and ATLANTIC AIRCRAFT HOLDING LIMITED is made as of the day of , 2009.
ContractGeneral Terms Agreement • September 23rd, 2013 • Avianca Holdings S.A. • Air transportation, scheduled
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.
AMENDED AND RESTATED GENERAL TERMS OF SALE BETWEEN IAE INTERNATIONAL AERO ENGINES AG AND ATLANTIC AIRCRAFT HOLDINGS LIMITEDGeneral Terms of Sale • September 23rd, 2013 • Avianca Holdings S.A. • Air transportation, scheduled
IN WITNESS WHEREOF the parties hereto have caused this Amended and Restated Contract to be signed on their behalf by the hands of their authorized officers the day and year first before written:
AMENDMENT No. 21 TO THE A320 FAMILY PURCHASE AGREEMENT BETWEEN ATLANTIC AIRCRAFT HOLDING LIMITED AND AIRBUS S.A.S.A320 Family Purchase Agreement • October 8th, 2013 • Avianca Holdings S.A. • Air transportation, scheduled
This Amendment No 21 to the A320 Family Purchase Agreement dated as of March 19, 1998 (hereinafter referred to as the “Amendment No 21”) between AIRBUS S.A.S. and ATLANTIC AIRCRAFT HOLDING LIMITED is made as of the day of September, 2010.
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...Purchase Agreement • September 23rd, 2013 • Avianca Holdings S.A. • Air transportation, scheduled
A - The Seller is a “Groupement d’Intérêt Economique” created and existing under French Law and established under Ordonnance No 67-821 dated September 23, 1967 of the Republic of FRANCE.
ContractAssignment, Assumption and Amendment Agreement • September 23rd, 2013 • Avianca Holdings S.A. • Air transportation, scheduled • New York
Note: Certain portions have been omitted from this General Terms 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.
SUPPLEMENTAL AGREEMENT NO. 2 to Purchase Agreement No. 3075 between THE BOEING COMPANY and AEROVIAS DEL CONTINENTE AMERICANO S.A. AVIANCA Relating to Boeing Model 787-859 AircraftSupplemental Agreement • October 8th, 2013 • Avianca Holdings S.A. • Air transportation, scheduled
AMENDMENT No 14 TO THE A320 FAMILY PURCHASE AGREEMENT BETWEEN ATLANTIC AIRCRAFT HOLDING LIMITED AIRBUS S ASA320 Family Purchase Agreement • October 8th, 2013 • Avianca Holdings S.A. • Air transportation, scheduled
[*] 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
A320F AMENDMENT NO 1 BETWEEN AIRBUS INDUSTRIE AND ATLANTIC AIRCRAFT HOLDING LIMITEDA320 Family Purchase Agreement • October 8th, 2013 • Avianca Holdings S.A. • Air transportation, scheduled
AMENDMENT No. 16 TO THE A320 FAMILY PURCHASE AGREEMENT BETWEEN ATLANTIC AIRCRAFT HOLDING LIMITED AND AIRBUS S.A.S.A320 Family Purchase Agreement • October 8th, 2013 • Avianca Holdings S.A. • Air transportation, scheduled
This Amendment No 16 to the A320 Family Purchase Agreement dated as of March 19, 1998 between AIRBUS S.A.S. and ATLANTIC AIRCRAFT HOLDING LIMITED is made as of the day of November, 2007.
GENERAL TERMS AGREEMENT NO. CFM-1-2887169891General Terms Agreement • September 23rd, 2013 • Avianca Holdings S.A. • Air transportation, scheduled • New York
THIS GENERAL TERMS AGREEMENT NO. CFM-1-2887169891 (this “Agreement”), dated as of the 6th day of February, 2013, by and between CFM International, Inc. (“CFM”),a corporation organized under the laws of the State of Delaware, U.S.A., and jointly owned by General Electric Company (“GE”) and Snecma (“SNECMA”) and AviancaTaca Holding S.A., a company duly organized under the laws of Panama having a principal place of business at Av. Calle 26 No. 59-15, Bogotá D.C., Colombia (individually, a “Party”; collectively, the “Parties”).
AMENDMENT No. 15 TO THE A320 FAMILY PURCHASE AGREEMENT BETWEEN ATLANTIC AIRCRAFT HOLDING LIMITED AND AIRBUS S.A.S.A320 Family Purchase Agreement • October 8th, 2013 • Avianca Holdings S.A. • Air transportation, scheduled
This Amendment No 15 to the A320 Family Purchase Agreement dated as of March 19, 1998 between AIRBUS S.A.S. and ATLANTIC AIRCRAFT HOLDING LIMITED is made as of the day of June, 2007.
ContractFleet Hour Agreement • September 23rd, 2013 • Avianca Holdings S.A. • Air transportation, scheduled • New York
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.
A320F Amendment No 6 between AIRBUS INDUSTRIE and ATLANTIC AIRCRAFT HOLDING LIMITEDA320 Family Purchase Agreement • October 8th, 2013 • Avianca Holdings S.A. • Air transportation, scheduled
[*] 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
AMENDMENT No. 24 TO THE A320 FAMILY PURCHASE AGREEMENT BETWEEN ATLANTIC AIRCRAFT HOLDING LIMITED AIRBUS S.A.S.A320 Family Purchase Agreement • October 8th, 2013 • Avianca Holdings S.A. • Air transportation, scheduled
This Amendment No 24 to the A320 Family Purchase Agreement dated as of March 19, 1998 (hereinafter referred to as the “Amendment No 24”) between AIRBUS S.A.S. and ATLANTIC AIRCRAFT HOLDING LIMITED is made as of the 11 day of March, 2012.
ContractGeneral Terms Agreement • September 23rd, 2013 • Avianca Holdings S.A. • Air transportation, scheduled • New York
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 No. 26 TO THE A320 FAMILY PURCHASE AGREEMENT BETWEEN ATLANTIC AIRCRAFT HOLDING UMITED AIRBUS S.A.S.A320 Family Purchase Agreement • October 8th, 2013 • Avianca Holdings S.A. • Air transportation, scheduled
This Amendment No 26 to the A320 Family Purchase Agreement dated as of March 19, 1998 (hereinafter referred to as: “Amendment No 26”) between AIRBUS S.A.S. and ATLANTIC AIRCRAFT HOLDING LIMITED is made as of the day of March, 2012.
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT DATED AS OF NOVEMBER 29, 2018Registration Rights Agreement • April 29th, 2019 • Avianca Holdings S.A. • Air transportation, scheduled • New York
This SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of November 29, 2018, by and among Avianca Holdings S.A, a corporation organized under the laws of the Republic of Panama (the “Company”), Kingsland Holdings Limited, a company organized under the laws of the Commonwealth of the Bahamas (“Kingsland”), Synergy Aerospace Corp., a corporation organized under the laws of the Republic of Panama (“Synergy”), BRW Aviation LLC, a Delaware limited liability company (“NewCo”) and United Airlines, Inc., a corporation organized under the laws of the State of Delaware (together with its Affiliates, “United” and, together with NewCo and Kingsland, the “Holders”).
GENERAL TERMS AGREEMENT NO. CFM-03-2007General Terms Agreement • September 23rd, 2013 • Avianca Holdings S.A. • Air transportation, scheduled • New York
THIS GENERAL TERMS AGREEMENT NO. 03-2007 (hereinafter referred to as this “Agreement”), dated as of the 29 day of March, 2007, by and between CFM International, Inc. (hereinafter referred to as “CFM”), a corporation organized under the law of the State of Delaware, U.S.A., and jointly owned by the General Electric Company (hereinafter referred to as “GE”) and Snecma Moteurs (hereinafter referred to as “SNECMA”) and Aerovias del Continente Americano S.A. Avianca, a corporation organized under the law of Columbia (hereinafter referred to as “Airline”). CFM and Airline are also referred to in this Agreement as the “Parties” or individually as a “Party”.
AMENDMENT No 10 TO THE A320 FAMILY PURCHASE AGREEMENT BETWEEN ATLANTIC AIRCRAFT HOLDING LIMITED AIRBUS GIE (formerly known as AIRBUS INDUSTRIE GIE)A320 Family Purchase Agreement • October 8th, 2013 • Avianca Holdings S.A. • Air transportation, scheduled
A320F Amendment No. 7 between AIRBUS INDUSTRIE and ATLANTIC AIRCRAFT HOLDING LIMITEDA320 Family Purchase Agreement • October 8th, 2013 • Avianca Holdings S.A. • Air transportation, scheduled
This Amendment No. 7 to the A320 Family Purchase Agreement (the “Purchase Agreement”) signed on the 19th day of March 1998 is made on the 06th day of September 2001
ContractGeneral Terms Agreement • September 23rd, 2013 • Avianca Holdings S.A. • Air transportation, scheduled
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.
A320F Amendment No. 8 between AIRBUS INDUSTRIE and ATLANTIC AIRCRAFT HOLDING LIMITEDA320 Family Purchase Agreement • October 8th, 2013 • Avianca Holdings S.A. • Air transportation, scheduled
This Amendment No. 8 to the A320 Family Purchase Agreement (the “Purchase Agreement”) signed on the 19th day of March 1998 is made as of the 1 day of 2002
