FILE COPY INTERNATIONAL AIRCRAFT SUBLEASE AMENDMENT AGREEMENT Dated as of Janvary _2!__, 2022 Between AEROVIAS DEL CONTINENTE AMERICANO S.A. AVIANCA, as lessor and AVIANCA-ECUADOR S.A. as lessee respect of Amended and Restated International Aircraft Sublease Agreement dated as of September 23, 2019 Relating to one (1) Airbus model A320-214 ‘Manufacturer's Serial Number 4599 U.S. Registration Number NS99AV THE INTERESTS OF HEADLESSOR, OWNER & ANY FINANCING PARTIES UNDER ‘THE SUBLEASE AND/OR IN RESPECT OF THE AIRCRAFT AND ENGINES SHALL BE CAPABLE OF REGISTRATION AS INTERNATIONAL INTERESTS IN ACCORDANCE. WITH THE CAPE TOWN CONVENTION 2001 AND ITS PROTOCOL ON MATTERS SPECIFIC TO AIRCRAFT EQUIPMENT‘bocuSign Ernelone ID: 40AD892F-8C97-43008.9500.F7807 148015 ‘THIS INTERNATIONAL SUBLEASE AMENDMENT AGREEMENT is made as of Tanvary 21, 2022 (this "Agreement"), BETWEEN: Aerovias del Continente Americano S.A, Avianea, a sociedad andnima organized under the laws of Colombia with its principal place of business at Avenida Calle 26 No. 59-15, Bogati, Colombia (the “Lessor”); and Avianca-Keuador S.A. (formerly known as Aerolineas Galépagos $.A. Aerogal), a sociedad anénima organized under the laws of Ecuador with its principal place of business at Avenida Republica del Salvador Numero N34-107 y Suiza, Edificio Brescia, Quito, Ecuador (the “Lessee”, WHEREAS: ‘) On the terms and conditions of an Intemational Aircraft Lease Agreement dated as of December 30, 2010 between Wells Fargo Trust Company, National Association (formerly known as Wells Fargo Bank Northwest, National Association), not in its individual capacity but sotely as owner trustec (in such capacity, “Owner” or “Headlessor”) and Lessor (which inconporates the terms of that certain Intemational Aircraft Lease Common Terms Agreement dated as of July 26, 2010 entered into between the Lessor and GE Capital Aviation Services Limited, including that certain Amendment No. | to International Aircraft Lease Common Terms Agreement dated as of June 20, 2012 between Lessor and GE Capital Aviation Services Limited) as amended and amended and restated, by among other instruments, that certain Amended International Aircraft Lease Agreement dated as of July 6, 2021 (as amended and supplemented from time to time, collectively the “Headlease”), Lessor has on lease from the Owner one (1) Airbus model A320-214 (shown on the International Registry as AIRBUS model A320) aircraft with manufacturer’s serial number 4599 and US. Registration No, N599AV and two (2) CEM International, Inc. mode] CFM56-5B4/3 aircraft ‘engines, as more particularly described in Schedule | hereto (the “Aireraft”) b) On the terms and conditions of an Amended and Restated International Aircraft Sublease Agreement dated as of September 23, 2019 ("Sublease ASLA”) (whiich incorporates the terms of the Common Terms Agreement) (as further amended and supplemented from time to time), as more particularly described in Schedule 1 (“‘Sublease"), Lessee has on lease from Lessor the Aircraft ©) Lessee, Lessor and certain of its affiliates (collectively "Debtors") filed petitions for relief under chapter I of title 11 of the U.S. Code, 11 U.S.C. § 101, ef seq. (the "Bankruptey Code") in the US. Bankruptey Court for the Southern District of New York (the "Bankruptey Court"), on May 10, 2020. d) The Debtors’ chapter 11 cases are jointly administered as Jn re Avianca Holdings S.A,, Case No. 20-11133 (the "Chapter 11 Cases") ©) On March 17, 2021, the Bankruptey Court entered the Order Pursuant so Sections 10; 363(6) and 365(a) of the Bankruptey Code Authorizing the Debrors to (2) Enter Into New Aircraft Leases and Letters of Intent and (I1) Assume Existing Aircraft Leases, as Amended [Docket No, 1469] ("Approval Order"), which authorized the assumption of the Sublease and execution of all documentation necessary to assume the Sublease.‘BocuSiga Enselope 1D: 4OADESQF-8CO7-«308-06A2-F7607S4AOFIS 8) Lessor and Lessee entered into an Amendment of the Sublease dated as of July 6, 2021 2) Lessor and Lessee are entering into this Agreement to amend the Sublease as set forth herein, IT IS AGREED as follows: L_ DEFINITIONS AND INTERPRETATION: 1.1, Definitions: Capitalized terms used but not defined in this Agreement shall mean the same 2s when used in the Sublease or the Headlease. 1.2, For purposes ofthis Agreement and following the definitions se forth in the Hendlease the following terms were defined and apply to this Agreement as follows ‘Original Engine means one (1) CFM Intemational, Inc. (also shown in the FAA records as CEM International, S.A.) model CFMS6-5B4/3 (shown on the IR es CFM model CFMS6- 5B) aircraft engine bearing manufacturer’s serial number 643355, Substitute Engine means one (1) CFM Intemational, Inc. model CFMS6-SB4/3 (shown on the IR as CFM model CFMS6-5B) aircraft engine bearing manufacturer's serial number 849350. 1.3, Interpretation: References to a Section or Schedule, unless otherwise stated, ate references to sections and schedules of this Agreement. 2. SUBLEASE AMENDMENTS ‘The Sublease shall be amended as set forth in this Section 2 and in Schedule of this Agreement. 2.1. Replacement of the Original Engine with the Substitute Engine: 2.1.L.the Substitute Engine shall become an “Engine” (as defined in the Sublease) and the Substitute Engine shall be ond become subject to all terms and conditions of the Sublease to the same extent and with the same effect as if the Substitute Engine had been originally described in the Sublease; 2.1.2.a8 and with effect from the execution ofthe FAA Partial Lease Termination Certificate, the Original Engine will cease to be an “Engine” under the Headlease but without prejudice to the obligations of Lessor in the Headlease intended to survive the termination of the Headlease with respect to the Original Engine in Section 9.5 (Cootiouing Indemnity) of the Common Terms Agreement; further, as and with effect from the execution of the FAA Partial Sublease Termination Cerificate, the Original Engine will cease to be an “Engine” under the Sublease; 2.1.3.Lessor will deliver the Substitute Engine to the Lessee at Vortex Aviation Inc, 3430 Davie Road, Davie, FL, 33314, USA, or such other location as the Parties may agree, which location shall be identified in the Substitute Engine Sublease Acceptaice CertificateDDocusign Envelope 1D; ADADBSZF-£C97-4200-0689-F769714A9F 15 2.1.4 Delivery ofthe Substitute Engine shall oeur on or about Z1_Taeuary, 2022, which date shall be identified in the Substitute Engine Sublease Acceptance Cetificate 2.1,5.Upon delivery of the Substitute Engine in accordance with the terms of the Sublease, as amended by this Agreement, the Lessee shall execute the Substitute Engine Sublease Acceptance Certificate in form and substance, as set forth in Exhibit | attached herein, which, upon execution by the Lessee, shall be filed with the FAA. Delivery by Lessee to Lessor of the Substitute Engine Sublease Acceptance Certificate will be conclusive proof as between the Parties that the representative(s) of the Lessee have examined and investigated the Substitute Engine and its documentation and same are satisfactory to the Lessee and tha the Substitute Engine is, for all purposes under the Sublease, subject to all terms and conditions of the Sublease to the same extent and with the same effect as if the Substitute Engine had been originally described in the Sublease. 3. CONDITIONS PRECEDENT 3.1, Lessee undertakes to provide and effect, as soon as reasonably practicable taking into consideration the times set forth in the Headlease the following: 3.1.1.Fillings: Within thirty (30) Business Days following the execution of this Agreement, the Lessee shall provide evidence to the Lessor of the filing and rogistration of this Agreement with the Air Authority and the Ecuadorian Air Authority. In addition, Lessee shall satisfy Lessor that all flings, registrations, recordings and other actions have been or will be taken which are necessary or advisable to ensure the validity, effectiveness and enforceability ofthis Agreement and the Sublease, including, but not limited to, the filings at the FAA, 3.1.2.Jnsurance: Certificate of insurance (and where appropriate, certificates of reinsurance), that evidence that Lessee is taking the required steps to ensure due compliance with the provisions ofthe Headlease and the Sublease and this Agreement as to Insurane. 3.1.3. Substitute Engine Sublease Certificate of Acceptance: The Substitute Engine Sublease Certificate of Acceptance, dated, fully completed, and executed by Lessor and Lessee as of the date of delivery of the Substitute Engine, in form for recordation at the FAA. 3.1.4 Partial Sublease Termination Certificate: ‘The FAA Partial Sublease Termination Certificate shall have been signed and exchanged between Lessor and Lessee and in form for recordation at the FAA. 4. MISCELLANEOUS 4.1. Further Assurances: Lessee agrees from time to time to do and perform such other and further aets and execute and deliver any and all such other instruments as may be required by law or reasonably requested by Lessor to establish, maintain and protect the rights and remedies of Lessor and to carry out and effect the intent and purpose of this Agreement. 4.2. Counterparts: This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same 4(Docu Envelope ID: A0ADE32F-6C67-4908-9589-F 7857 14A8F15 43, 44, 45. 46. instrument, To the extent, if any, that this Agreement constitutes chattel paper (as sueh term is defined in the Uniform Commereial Code as in effect in any applicable jurisdiction) no security interest in this Agreement may be created through the transfer or possession of any counterpart other than the original counterpart, which shall be identified as the counterpart containing the receipt therefor executed by Lessor on or following the signature pages thereof, Governing Law: This Agreement shall be governed by and construed in accordance with the Governing Law. The provisions of Section 15.8 of the CTA shall be incorporated into this Agreement as if set out in full herein, mutatis mutandis, provided however’ that the Bankruptcy Court shall (i) have exclusive jurisdiction to hear disputes arising from or related to this Agreement or its assignment by the Lessor diring the pendency of the Chapter 11 Cases until the effective date of any plan submitted on behalf of Lessee in connection with the Chapter 11 Cases, and (if) retain such jurisdiction with respect to (x) the Approval Order, (9) assumption of the Sublease. Variation: The provisions of this Agreement shall not be varied otherwise than by an instrument in writing executed by or on behalf of Lessor and Lessee. validity of any Provision: If any provision of this Agreement becomes invalid, illegal or unenforceable in any respect under any law, the validity, legatity and enforceability of the reinaining provisions shall notin any way be affected or impaired. Costs _and Expenses: Lessee agrees and undertakes to pay all fees, costs and expenses reasonably incurred by Lessor and Lessee in connection with the preparation, negotiation and completion of this Agreement and performance of the transactions contemplated hereby (including legal counsel costs). 5. CONTINUATION OF SUBLEASE Save as expressly amended by this Agreement, the Sublease shall continue in full and unvaried force and effect as the Jegal, valid and binding rights and obligations of each of Lessor and Lessee enforceable in accordance with their respective termsDocuSign Envelope ID: 0ADB32F-8057-4908-95A3-F7807 14ASF15 IN WITNESS WHEREOF, the parties hereto have executed this Agreement, each by its duly authorized representative(s), as of the date shown at the beginning of this Agreement AEROVIAS DEL _—_CONTINENTE AVIANCA-ECUADOR S.A., as lessee AMERICANO S.A. AVIANCA, as lessor Beeston sane: Oak G petri. (hairdo Name Revato Covdo Name Patrica Ghibogs Tite Ottcer Tite Ofer Pee: Colombia Pee: EeuadorSchedule 1 Deseri reraft One (1) Airbus model 4320-214 (shown on the IR as AIRBUS model A320) aircraft bearing manufacturer's serial number 4599 and U.S. Registration No. NS99AV and two (2) CFM Intemational, Inc, (also shown in the FAA records as CFM International, S.A.) model CFMS6-5B4/3 engines (shown on the International Registry as CFM model CFMS6-5B) with manufacturer's serial numbers 643352 and 643335 (“Engine 643355")!. Description of Sublease Amended and Restated Intemational Aircraft Sublease Agreement dated as of September 23, 2019 between Aerovias del Continente Americano S.A. Avianca, as lessor, and Avianca-Ecuadot S.A., as lessee, which was recorded by the Federal Aviation Administration on September 23, 2019 and assigned Conveyance No, MD0049 1, as supplemented and amended by the following described instruments: Date of FAA FAA Instrument Instrument Recording Date Conveyance No, International Aircraft Sublease ‘Common Terms Agreement between Aerovias del Continente Americano S.A. Avianca, and Aerolineas Galépagos S.A. AeroGal, now known as of as Avianca-Ecuador S.A.,aslessee 07/26/10 o912s/19 MD004911 International Sublease Extension & asof Amendment Agreement 12/05/19 08/27/20 cwo18009 Amendment to Amended and Restated Intemational Aircraft asof Sublease Agreement 05/10/20 08/27/20 cwo1sor0 International Aircraft Sublease asof Amendment Agreement 07/06/21 o9i2aia1 1023392 * Pursuant fo this Agreement, Engine 643355 is being removed as an “Engine” under, among other instruments, the Sublease and Engine 643355 is being replaced with the substitute engine identified as (1) CFM International, Ine. model CFM56-SB4/3 (shown on the IR as CFM model CFMS6-5B) aircraft engine bearing manufacturer's serial number 849350, which, pursuant to the tens of this Agreement, shall become an “engine” under the Sublease.‘Docusign Envelope I: 40ADS2F-6C97-4508-05A3-F7807 AROS Exhibit 1 ‘Substitute Engine Certificate of AcceptanceExmieiT | SUBSTITUTE ENGINE SUBLEASE ACCEPTANCE CER’ AVIANCA-ECUADOR S.A. (formerly known as Acrolineas Galépagos S.A. Acrogal), a sociedad anénima organized under the laws of Ecuador with its principal place of business at Avenida Republica del Salvador Numero N34-107 y Suiza, Edificio Brescia, Quito, Ecuador (the “Sublessee”): do hereby represent, acknowledge, warrant, and agree as follows: 1. _ Sublessee and Aerovias del Continente Americano, S.A. Avianca (‘Sublessor”), have entered into an International Sublease Amendment Agreement dated as of 25" November 2021 (hereinafter referred to as the “Sublease”). Words used herein with capital letters and not otherwise defined will have the meanings set forth in the Sublease. 2. Sublessee has this day of (Time: ) (the “Delivery Date”) at Vortex Aviation Inc., 3430 Davie Road, Davie, FL, 33314, USA, accepted delivery of: (@) One (1) CFM International, Inc. model CFMS6-5B4/3 aircraft engine bearing manufacturers serial number 849350 (the “Substitute Engine”); and (b) All Substitute Engine Documentation, including manuals, records and historical information regarding such Engine. 3. The above specified Substitute Engine and its Documentation have been delivered and accepted on the date set forth above pursuant to the terms and provisions of the Sublease, 4. The conditions precedent in Section 11 of the Sublease have been satisfied. [Signatures On Next Page] Exit eit | iIN WITNESS WHEREOF, Sublessee caused this Sublease Acceptance Certificate to be executed by duly authorized representative as of the day and year first above written, AVIANCA-ECUADOR S.A. : Patricia Chitiboga Title: Officer Place: Ecuador exter t ZzFILE COPY SUBSTITUTE ENGINE SUBLEASE ACCEPTANCE CERTIFICATE AVIANCA-ECUADOR 5.4. (formerly known as Aerolineas Galépagos S.A. Aerogal), a sociedad anénima organized under the laws of Ecuador with its principal place of business at Avenida Republica del Salvador Numero N34-107 y Suiza, Edificio Brescia, Quito, Ecuador (the “Sublessee”): do hereby represent, acknowledge, warrant, and agree as follows: 1. Sublessee and Aerovias del ,Continente Americano, S.A. Avianca (‘Sublessor”), have entered into an Interationaf'Sublease Amendment Agreement dated as of Janvary 21,2022, which amends the Sublease, as more particularly described in Exhibit A (hereinafter referred to as the “Sublease”). Words used herein with capital letters and not otherwise defined will have the meanings set forth in the Sublease. *hierart 2. Sublessee has this _ day of January 2022 (Time:2 32pm, (the “Delivery Date”) at Vortex Avi: c., 3430 Davie Road, Davie, FL, 33314, USA, accepted delivery of: CST (@) One (1) CFM International, Inc. model CFMS6-5B4/3 aircraft engine bearing manufacturers serial number 849350 (the “Substitute Engine”); and (6) All Substitute Engine Documentation, including manuals, records and historical information regarding such En; 3. _ The above specified Substitute Engine and its Documentation have been delivered and accepted on the date set forth above pursuant to the terms and provisions of the Sublease. 4. The conditions precedent in Section 11 of the Sublease have been satisfied, [Signatures On Next Page]DocusSign Envelope ID: 40AD832F:9C97-4308-95A3-F780714A0F15 IN WITNESS WHEREOR, Sublessee caused this Sublease Acceptance Certificate to be executed by duly authorized representative as of the day and year first above written. AVIANCA-ECUADOR S.A. Satin (i Title: Officer Place: Ecuador