Contract

Exhibit 10.6.10

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 N° 10

TO THE

A320 FAMILY P U R C H A S E  A G R E E M E N T

B E T W E E N

A I R B U S  S.A.S.

as “Seller”

A N D

AVIANCA S.A.

as “Buyer”

Reference : CT1004937

AVA – A320 Family PA – Amdt N° 10

Ref: CT1004937

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C O N T E N T S

CLAUSES		TITLES
1		DELIVERY SCHEDULE			4
2		PREDELIVERY PAYMENT			4
3		MISCELLANEOUS PROVISIONS			4
4		ASSIGNMENT			5
5		CONFIDENTIALITY			5
6		COUNTERPARTS			5

AVA – A320 Family PA – Amdt N° 10

Ref: CT1004937

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AMENDMENT N° 10 TO THE

A320 FAMILY PURCHASE AGREEMENT

This amendment N° 10 (hereinafter referred to as the “Amendment N° 10”) is entered into as of the      November 2010.

BETWEEN:

AIRBUS S.A.S., a société par actions simplifiée, legal successor of Airbus S.N.C., formerly known as Airbus G.I.E. [and Airbus Industrie G.I.E.] created and existing under French law having its registered office at 0 Xxxx-Xxxxx Xxxxxxx Xxxxxxxx, 00000 Xxxxxxx-Xxxxx, Xxxxxx and registered with the Toulouse Registre du Commerce under number RCS Toulouse 383 474 814 (the “Seller”),

and

Aerovias del Continente Americano S.A. Avianca, a Colombian sociedad anonima created and existing under Colombian law having its registered office at Centro Administrativo, Xxxxxxx Xxxxx 00 Xx 00-00, Xxxxxx, Xxxxxxxx (the “Buyer”).

The Buyer and the Seller being together the “Parties” and each the “Party”.

WHEREAS :

A. The Buyer and the Seller have entered into an A320 Family Purchase Agreement dated the 16^th April 2007 for the sale by the Seller and the purchase by the Buyer of nine (9) A319-100 Aircraft and twenty four (24) A320 Aircraft (the “A320 Family Purchase Agreement”, together with all Exhibits and Appendices attached thereto, any Letter Agreements thereto and Amendments N° 1 to 9 thereto, the “Agreement”),

B. In accordance with the terms of this Amendment N° 10, the Seller and the Buyer hereby agree to amend certain provisions of the Agreement.

C. It is understood that Amendment N° 10, upon execution thereof, shall constitute an integral and non-severable part of the Agreement and that all terms and conditions of the Agreement shall apply to this Amendment N° 10, unless otherwise agreed upon herein.

D. Capitalized terms used herein and not otherwise defined will have the meaning assigned to them in the Agreement. The terms “herein”, “hereof” and “hereunder” and words of similar import refer to this Amendment N° 10.

AVA – A320 Family PA – Amdt N° 10

Ref: CT1004937

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NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1. Delivery Schedule

[*] the Scheduled Delivery Month or Scheduled Delivery Quarters as the case may be, of four (4) A320 family Aircraft as defined in the Agreement, the Parties hereby agree that the Scheduled Delivery Months or Scheduled Delivery Quarters as the case may be, of A320 family Aircraft with rank numbers 8, 36, 43 and 46 shall be amended as set forth in the table here below:

Rank number		A/C Type		[*]		Revised Scheduled Delivery Quarters or Delivery year
8		A319-100		[*]		1st Quarter 2014
36		A319-100		[*]		1st Quarter 2013
43 46		A320-200 A319-100		[*] [*]		2014 3rd Quarter 2013

[*]

2. Predelivery payments:

It is agreed that, as a result of the [*] of the A320 family Aircraft with rank numbers 8, 36, 43 and 46, the Seller shall have received [*] as detailed in Appendix 1 to the present Amendment N° 10, such amount being the [*].

3. Miscellaneous Provisions

This Amendment N° 10 supersedes any previous understandings, commitments, or representations whatsoever, whether oral or written, related to the subject matter hereof.

The Agreement shall be deemed to be amended to incorporate the terms and conditions hereof, and, except as specifically amended hereby, shall continue in full force and effect in accordance with its original terms.

If there is any conflict or inconsistency between the terms and provisions of the Agreement and this Amendment N° 10, the latter shall prevail to the extent of such conflict or inconsistency.

AVA – A320 Family PA – Amdt N° 10

Ref: CT1004937

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4. Assignment

Except as provided in clause 21 of the Agreement, this Amendment N° 10 is not transferable, and the Buyer’s rights under this Amendment N° 10 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 Amendment N° 10 with respect to any Aircraft will be void and without effect.

5. Confidentiality

This Amendment N° 10 (and its existence) shall be treated by both Parties as confidential in accordance with clause 22.12 of the Agreement.

6. Counterparts

This Amendment N° 10 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.

AVA – A320 Family PA – Amdt N° 10

Ref: CT1004937

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IN WITNESS WHEREOF this Amendment N° 10 was entered into the day and year first above written.

Agreed and Accepted						Agreed and Accepted
For and on behalf of						For and on behalf of
Aerovias del Continente						AIRBUS S.A.S.
Americano S.A. Avianca
By:		/s/ Xxxxx Xxxxxx xx Xxxxxx				By:		/s/ Xxxxxxxxxx Xxxxxx
Its:		Legal Representative				Its:		Senior Vice President Contracts

AVA – A320 Family PA – Amdt N° 10

Ref: CT1004937

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Appendix 1

[*]

AVA – A320 Family PA – Amdt N° 10

Ref: CT1004937

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