DDocusign Envelope ID: 40ADB32F-8C07-4908-95AS-F 7697 MASHIS FILE COPY EXECUTION VERSION LEASE AMENDMENT AND ENGINE SUBSTITUTION AGREEMENT Dated 25 Novernber 2021 between ‘Wells Fargo Trust Company, National Association, ‘not in its individual capacity, but solely as owner trustee, as Lessor and Acrovias del Continente Americano S.A. Avianca as Lessee in respect of one Airbus model A320-214 Aircraft bearing manufacturer's serial number 4599 and US. Rogistration Mark NSS9AV‘Docusign Envelope ID: 40AD822F-8C07-4308-BBAS-F7STIAAIEAS ‘THIS LEASE AMENDMENT AND ENGINE SUBSTITUTION AGREEMENT (heiein this “Amendment”) is ‘made on 25 November, 2021 BETWEEN: w @ Wells Fargo Trust Company, National Association, (formerly known as Wells Fargo Bank Nosthwest, National Association) not in its individual capacity, but solely as ovmer trustee, with its address at 299 S. Main St, Sth Floor, MAC: U1228-051, Salt Lake City, Utah 84111, United States of America ("Lessor"): and ‘Acrovias del Continente Americano S.A. Avianca, a sociedad andnima formed under the laws of Colombia, ‘with place of business at Avenida Calle 26 No, $9-15, Bogota, Colombia ("Lessee"), WHEREAS: a ®) On the terms and conditions of an Intemational Aircraft Lease Agreement dated as of December 30, 2010, 5 last amended by that Amended International Aircraft Lease Agreement dated as of July 6, 2021 (as amended, modified and supplemented from time to time prior tothe date hereof and as further deserved in Schedule’ 1 hereto} (the “ALA”) (which ALA incorporates the terms of a Common Terms Agreement described therein as so incorporated the “CTA") (the ALA incorporating all applicable CTA terms and conditions referred to herein asthe “Lease”), Lessee has on lease from Lessor one Airbus model A320- 214 aircraf bearing manufacturer's serial nuinber 4599 and U.S, Registration mark NSOVAV as further described in Schedule 1 hereto (the Aircraft’). Lessor and Lessee wish to enter into this Amendment for the purpose replacing an Engine under the Lease ‘on and subject tothe terms and conditions set forth herein For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, IT IS AGREED by Lessor and Lessee 2s follows: 1 1 12 INTERPRETATION Definitions: Capitalised terms used but not defined in this Amendment shall mean the same as when used in the Lease. References to a Clause or Schedule, unless otherwise sated, are references to clauses and schedules of this Amendment. In this Amendment: “Pffective Time” means the date and time at which acceptance of the Substitute Engine under the Lease ‘occurs which tine shall be recorded in the Substitute Engine Certificate of Acceptance, ‘Original Engine” means one (1) CFM Intemational, Inc. (also shown in the FAA records as CFM. International, $.A.} model CFMS6-SB4/3 aircraft engine bearing manufacturers serial number 643355, "Partial Lease Termination Certificate” means a ett te substantially in the forms of Appendix 2 hereto, “Substitute Engine” means one (1) CFM Intemational, Ine, mode] CFMS6-5B4/3 aircraft engine bearing ‘manufacturers seria! number 849350, “Substitute Engine Certificate of Acceptance” means a certificate of acceptance signed and delivered by. Lessee to Lessor to confirm thatthe Substitute Engine (and related records) is acceptable to Lessee for all purposes ofthe Lease substantially in the form of Appendix I hereto, Substitute Engine Delivery Location” means Vortex Aviation Inc., 3430 Davie Road, Davie, FL, 33314, USA,Docusign Envelope ID: 40ADS2F-0C87-4908-95A3-F7OSTIASETS 21 ‘Original Es 1¢ Return Date” means the date when Lessor accepts redelivery ofthe Original Engine from Lessce in accordance with this Amendment, (acceptance that will not be unreasonably delayed or withheld) and will be recorded in the Partial Lease Termination Certificate but is expected 10 be on or before 17 December 202] REPLACEMENT OF ORIGINAL ENGINE WITH SUBSTITUTE ENGINE (On and subject tothe terms oF this Amendment: @ o © @ © 0 @ o Within one month from the date hereof Lessee shall arrange forthe shipment ofthe Original Engine to the Substitute Engine Delivery Location. Any costs associated to such shipment shall be ‘reimbursed by Lessor inthe terms of section of 2.1 G) herein. ‘Lessor shall atrange for transportation (under cover of its insurances and a its risk) and shall bore and pay directly any cost associated tothe delivery of the Substitute Engine ta Lessce at Substitute Engine Delivery Location. Atthe Effective Time, Lessee shall acknowledge and confirm it has completed all inspections with respect to the Substitute Engine and found the Substitute Engine and the Aircraft Document and Records with respect to the Substitute Engine to be ina satisfactory condition, Such acknowledgement and confirmation shall be duly recorded in the Substitute Engine Certificate of| ‘Acceplance. On oF after the Original Engine Retum Date, but in no event later than two (Business Days) from the Original Engine Retum Date, Lessor shall tender the Substitute Engine and Lessee shall accept the Substitute Engine in “as is” condition and shall record its acceptance of the Substitute Engine by signing and delivering the Substitute Engine Certificate of Acceptance to the Lessor. ‘Lessor shall be under no obligation to tender the Substitute Engine to Lessee unless Lessee has delivered the Original Engine to the Substitute Engine Delivery Location. Lessee agrecs 10 redeliver, and Lessor shall accept, the Original Engine in “as removed” condition preserved with « 365 day preservation as per the AMM. Lessor, at its sole expense, shall arrange for the Substitute Engine to be duly marked with the Nameplate Inscription in accordance with the terms of Clause 8.6(a) of the CTA. After delivery by Lessor to Lessee of the Substitute Engine at the Substitute Engine Delivery ‘Location and upon execution ofthe Substitute Engine Certificate of Acceptance, Lessee shall (ander cover of its Insurance ane at its risk) promptly transport the Substitute Engine to one ofthe following locations: Avianca Ecuador's facility in Mariscal Sucre International Airport, Ecuador (VIO); Avianca’s facility in El Dorado Intemational Airport, Colombia (BOG); or Avianca's facility in Jose Maria Cordova International Airport, Colombia (MDE); and upon arrival Lessee will (tits ‘own cost) prompily install the Substitute Engine on the Airfiame. Lessor shall reimburse Lessee for the costs associated withthe transportation and logistics ofthe Substitute Engine fiom the Substitute Engine Delivery Location to the Substitute Engine finel location (UIO, BOO o MDE) within thirty (30) calendar days after cost supporting documentation reasonably satisfactory to Lessor is provided by the Lessee. ‘The Substitute Engine shall be delivered to Lessee on the same engine transportation stand that was provided by Lessee with the delivery ofthe Origival Engine, which shall be inthe same conditions as when delivered by Lessee. Lessee shall ship the Substitate Engine from the Substitute Engine Delivery Location to the Substiwte Engine final location (UIO, BOG or MDE) in accordance with the manufaciurer’s specifications. Any vehicles and wailers used for shipment of the Substitute Engine shall be ai-tide equipped. Any vehicle or trailer used to ship the Substitute Engive shall beDocusign Envelope ID: 40AD892F-8C97-+908-9500.F 7007 4R00'15 3 32 al @ 0 Sedicated solcly 10 the Substitute Engine, unless other equipment shipped on such vehicle o trailer ‘ean be off-losded without disturbing or repositioning the Substitute Engine On the Original Engine Retun Date, the Lease, with respect to the Original Engine only, shall terminate, Lessor anal Lessee shall sign and excliange the Partial Lease Termination Certificate to record such termination, All twansportation and logistics costs incurred by Lessee to deliver the Original Engine to the Substitute Engine Delivery Location shall be reimbursed to Lessee by Lessor within thirty (30) calendar days after cost supporting documentation reasonably satisfactory to Lessor is provided by the Lessee, LEASE APPLICATION AND INSURANCE Lessor and Lessee agroe that @ © © o 45 and with effect from the Effective Time, the Substitute Engine will become an “Engine” (as defined in the Lease) and the Substitule Engine shall be and become subject to all terms and conditions of the Lease; as and with effect from the execution of the Partial Lease Termination Certificate, the Original Engine will cease to be an “Engine” under the Lease but without prejudice to the obligations of Lessee in the Lease intended to survive the termination of the Lease with respect to the Original Engine in Section 9.5 (Continuing Indemnity) ofthe Common Terms Agreement; bby accepting the Substitute Engine at ofthe Effective Time, Lessee acknowledges that the Lessor shall have no obligation to contribute to the cost of a Quilifying Maintenance Event for the Substitute Engine, in accordance with the block row provision entitled “Enhanced Maintenance Contribution” in the ALA. [immediately as practicably possible upon the Effective Time, the Substitute Engine will form part of the Aiterat Agreed Value and Lessee shall thereafter procure and maintain insurances wich include such Engine in accordance withthe Lease including Clause 9 and Schedule 7 of the CTA, Lessee’s obligations in relation to insurance shall continue to apply in elation tothe Original Engine Until it is redetivered in accordance with the provisions of this Agreement. Lessee shal insure the (Original Engine in accordance with Section 9.5 (Continuing Indemnity) of the Common Terms Agreement, CONDITIONS PRECEDENT AND SUBSEQUENT Prior tothe Effective Date for any Conditions Precedent or after the Effetive Date, within the period cf time set forth below for each Condition Subsequent, Lessee shall provide the following, which ate conditions to Lessor’s obligations under this Amendment, in form and substace satisfactory to Lessor: 4) Filings: within thirty (30) Business Days after the Effective Date and after the due receipt by Lessee ‘of two (2) executed originals of this Amendment in each of the jurisdictions where this Amendment is to be filed with the Air Authorities, along with Lessor's corresponding eonstititional documents ‘and any other document required for filing purposes, whichever occurs iat, Lessee shall provide evidence of filing and registration of this Amendment with the Air Authority (which is the FAA. ‘registry, the Intemational Registry, the Ecuadorian Air Authority and Colombias Air Authority. [n addition, Lessee shail satisfy Lessor that all filings, registrations, recordings and other actions have been or will be taken which are necessary or advisable to ensure the validity, effectiveness andDocusiga Envelope ID: A0ADEDZF-€C97-4208.9580-F 7807 ACF S 42 Sa $2 33 34 cenforceabitty ofthe Lease as amended by this Amendment and to protect the propery rights of Lessor and Owner in the Substitute Engine, b) Import: evidence that any requised import license, und all eustoms formalities relating to the import Of the Substitute Engine into the Habitual Base have been obtained or complied with it being acknowledged that these filings can only be made upon Lessee’s import ofthe Substitute Engine) and ‘hat import of the Substitute Engine into the Habitual Base is exempt from Taxes; ©) Exports Within fifteen (15) Business Days after the Effective Date evidence tha any required export lieence, and all customs formalities relating to the export of the Original Engine fiom the Habitual Base have been obtained or complied with and that the export ofthe Original Engine fiom the Habitual Base is exempt from Taxes or evidence that any such Taxes have been paid; 4) Insurance: draft of certificates of insurance (and where appropriate, certificates of reinsurance), that ‘vidence that Lessee is teking the required steps to ensure dic compliance withthe provisions ofthe Lease and this Amendment as to Insurance; ©) Substitute Engine Certificate of Acceptance: the Substitute Engine Cerificate of Acceptance, dated, fully completed and executed by Lessor and Lessee; and 1) Partial Lease Termination Certificate: the Partial Lease Termination Certificate shall have been signed and exchange between Lessor and Lessee. ive Time: Unless otherwise stated herein and provided the conditions specified in this Clause 5 are satisfied tothe satisfaction of the Lessor, he amendments provided herein and Lessors obligations hereunder shall only take effect atthe Effective Time. MISCELLANEOUS: Further Assurances: Each patty agrees from time to time to do and perform such other and further acts and execute and deliver any and all such other instruments as may be required by law to establish, maintain and protect the sights and remedies of such party and to carry out and effect the intent and purpose of this ‘Amendment. Payments: The provisions of Clause 5.5 to 5.10, 5.19 and 5.20 of the CTA apply to payments hereunder (mutatis mutandis) as incorporated herein in their entirety Counterparts & Chattel Paper: This Agreement may be executed in two or more counterparis, exch of which shall be deemed an original but all of which together shatl constitute one and the same instrament. Delivery of an execited counterpart ofthis Agreement by fax or email will be deemed as effective as delivery ‘of an originally executed version. Any party delivering an executed version ofthis Agreement by fax or email shall also deliver an originally executed counterpart but the failure to do so will not affect the validity or effectiveness of this Agreement ‘TO THE EXTENT THAT THIS AMENDMENT AGREEMENT CONSTITUTES CHATTEL PAPER (AS, DEFINED IN THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN ANY APPLICABLE JURISDICTION), NO SECURITY INTEREST IN THIS AMENDMENT AGREEMENT MAY BE CREATED THROUGH TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN THE, ORIGINAL COUNTERPART, WHICH SHALL BE IDENTIFIED BY LUSSOR’S RECEIPT ‘THEREFORE INDICATED ON THE SIGNATURE PAGE THEREOF. Governing Law and Jurisdiction; This Agreement shall be govemed by and construed in accordance with the Governing Law. The terms of Clause 15.8 of the CTA shall apply to this Agreement as i set out in full herein and as if references in that clause to “the Lease” were references to “this Agreement”,DDocuSign Envelope 1D: 4CADES2F-3C97-4508-95A0-7087 148015 55 36 58 59 Variation: The provisions ofthis Amendavent shall not be varied otherwise than by an instrument in writing executed by or on behalfof Lessor and Lessee. Invalidity of any Provision: Ifany provision of this Agreement becomes invalid, illegal or unenforceable in ‘any respect under any Jaw, the validity, legality and enforceability of the remaining provisions shall notin any way be affected or impaired, Costs and Expenses: Each party shall bear its own fees, casts and expenses in connection with the preparation, negotiation and completion of this Agreement and, except as otherwise specifically set forth herein, the performance of the transactions contemplated hereby. The Lessor shall pay for costs and expenses. related tothe filing ofthis Agreement with the FAA and at the International Registry. Cape Town Convs cessor and Lessce acknowledge that the Cape Town Convention applies to the leasing of the Substitute Engine and agrce that the parties are bound by all applicable provisions of the CTA, (noluding, without limitation, Clauses 8.6 and 8.9 thereof) with respect thereto, Representations: Each of the undersigned Parties hereby represents and acknowledges that it has the requisite corporate power and authority to execute this Amendment, Each Party hereby represents and acknowledges that i has had an opportunity to consult with its counsel regarding the terms ofthis Agreement and understands the ferms thereof and agrees to be bound to the terms ofthis Agreement In aiition, the Lessee sepresents and warrants to the Lessor that itis entering into this Amendment in the ordivary course of business with respect tothe Lease and Lessor represents aed warrants to Lessee thal, as oF the Effective Time, legal title to the Substitute Engine shall be vested in the Lessor CONTINUATION OF LEASE Save as expressly amended by this Amendment, the Lease shall continue in full and unvaried force and effect as the legal, valid and binding rights and obligations of each of Lessor and Lessee enforceable in accordance with its respective terms. References to the Lease, an ALA or the CTA shall be read and construed as a reference to the Lease, ALA or CTA as amended by this Amendment and the tern Lease wen used in the Lease, CTA or ALA (including without limitation, Schedule 9 of the CTA) shall be deemed to include a ‘separate reference o this Amendment where the context so admits, IN WITNESS WHEREOF the parties hereto have executed this Amendment the day and year frst above written. Signature Page follows on next pageSIGNATURE PAGE LEASE AMENDMENT AND ENGINE SUBSTITUTION AGREEMENT - MSN 4599 Signed for and on behalf of WELLS FARGO TRUST COMPANY, NATIONAL ASSOCIATION (formerly known as Wells Fargo Bank Northwest, National Association), not in its individual capacity but solely as oviner trustee, as Lessor By Nemes J, BreaAllen Till: Vice President Wels Fargo Tust Company, WA, Place: Gomprete Trust Sovices MAC U1226-051 299 South Main Street, Sth Floor ‘Salt Lako Giy, Utah 84111 Signed for and on behalfot ABROVIAS DEL CONTINENTE AMERICANO S.A. AVIANCA, ‘as Lessee By: Name: Renato Covelo Tite: _ OF Root, Place; Boapta, Colonabin,‘DoouSign Envelope ID: A0ADSS2F-8C97-4308-05A3-F7897 4A9F15. SIGNATURE PAGE LEASE AMENDMENT AND ENGINE SUBSTITUTION AGREEMENT - MSN 4599 Signed for and on behalfof WELLS FARGO TRUST COMPANY, NATIONAL ASSOCIATION (formerly known as Wells Fargo Bank Northwest, National Association), notin its individual capacity but solely as owner trustee, 1s Lessor By: Name: ride: Vice Qveeident Wells Forge Tvest Company, Hef. MAC UtZ28- 0ST 2.44 South wasn Street, Sth Fleer Batt wane city, Utah edit Place: ‘Signed for and on behalf of AEROVIAS DEL CONTINENTE AMERICANO S.A. AVIANCA, as Lessee ‘Name: Renato Covelo By: Title: Officer Place: Bogota, Colombia[Docusign Envelope ID: 40ADBS2F-A087 4908-9543 F7OOTHAAMF1S DESCRIPTION OF LEASE International Aireraft Lease Agreement dated as of December 30, 2010 between Wells Fargo Bank Novthwest, National Association, now known as Wells Fargo Trust Company, National Association, as ovmer trustee, a lessor, ‘and Acrovias del Continente Americano S.A. Avianca, as lessee, which was recorded by the Federal Aviation ‘Administration on April 6, 2011 and assigned Conveyance No. 1001508, as supplemented and amended by the following described instruments Date of FAA FAA Instrumens Insrument Recording Date Conveyance No, International Aircraft Lease Common ‘Terms Agreement between GE Capital Aviation Services Limited and Aerovias del Continente Americano as of S.A. Avianca, as lessee 0726110 oavosin1 JIROO15OS Lease Supplement No, 1 o/out1 oarosrt1 JROO1SO8 ‘Amendment fo Intemational Aireraft asof Lease Agreement 10/05/15, oes 07008979 ‘Amendment No. Ito Intemational Aiteraft Lease Common Terms ‘Agreement between GE Capital Aviation Services Limited and Acrovias del Continente Americano as of S.A. Avinnea, as lessee 06/20/12 1o26"s oT008979 International Lease Extension & as of ‘Amendment Agreement 08/09/16 os2n6 ‘WR000577 International Aircraft Lease Payment Rescheduling and Amendment asof Agreement (1599) 1asi9 1/06/20 oro22513, International Lease Extension & asof ‘Amendment Agreement 120419 91/0620 oro2si4 Amendment No, 510 Intemational Aircraft Lease Agreement (MSN effective as 4599) of 05/10/20, 0827/20 cworso1t Intemational Lease Amendment effective as Agreement of 07/06/21 09/24/21 cD023390 Amended Intemational Aircraft Lease aso ‘Agreement 710621 972421 0023391 DESCRIPTION OF AIRCRAFT One (1) Airbus model A320-214 (shown on the International Registry as AIRBUS model A320) sirera bearing rianufaeture’s serial number 4599 and U.S. Registration No. NS99AV and two (2) CFM International, ine. (also shown in the FAA records as CFM International, S.A.) model CFMS6-5B4/3 aircraft engines (shown on the International Registry as CFM model CFMS6-SB) with manufacturers serial numbers 643352 and 643355 (each of ‘which engines having 27,000 pounds of thrust rating).DBocuSign Envelope 1D; OADES2F-2007-4208-05A9-F 7807 14ARFS Appendis 1 SUBSTITUTE ENGINE CERTIFICATE OF ACCEPTANCE, This Substitute Engine Centificae of Acceptance is delivered, on the date set out below, by Acrovias del Continents Americano S.A. Avianca ("Lessee") to Wells Fargo Trust Company, National Association, (formetly known as Wels Fargo Bank Northwest, National Association) notin is individual capacity, but solely as owner tustec, (“Lessor”) poxsuant to an Intemational Airera Lease Agreement dated as of December 30, 2010, as lst amended by that ‘Amended Intemational Aircraft Lease Agreement dated as of luly 6, 2021 (the “ALA") between Lessor and Lessee {Gncomporating the provisions of the Common Terms Agreement as defined therein (lhe “CTA")), as amended, ‘modified and supplemented from time to time but in particular as amended and supplemented by a certain Lease ‘Amendment and Engine Substitaion Agreement, dated 2021, made between Lessor and Lessee {the “Lease Amendment’) (collectively the “Lease”) made in respect oF one (J) Aizbus model A320-214 aireraf bearing manufactre’s serial number 4599 (he “Aireraft) and in parGeular one (1) CFM Intemational, Ine, model CFMS6.5B4/3 airerat engine bearing manufacturers serial number 849350 (the “Substitute Engine”). The ‘aptalised terms used in this Cerificate shall have the meaning given to such ferns inthe Lease unless otherwise indicated 1. DETAILS OF ACCEPTANCE Lessee hiercby confirms to Lessor that Lessee has at hours local time on this day of 2021 at Vortex Aviation Inc., 430 Davie Road, Davie, PL, 33314, USA, accepted the following, In accordance with the provisions of the Lease: Serial Nomber iamatacturer Tipe Engine 5H CEN Intemational, ine. | CHMBSSDAS ‘itached to Engine | SerialNumber Tv Gt Applicable) ae Tngine Sand - Engine Cover Inventory List (Lists QEC, LRU and Accessories if applicable): attached hereto, Engine Disk Sheet: attached heretoDDocuSign Envelope ID: ADADBA2F-8C397-4308-0589-F76971409F 15 2. HOURS AND CYCLES DATA (as of the date hercot) Engine SIN TSN CSN Thrast Setting His since last Refueb Gye since last Refurb LLP Cycles to First Restriction Minimom LLP Item 3. ACCEPTANCE: Lessee hereby confirms that: (i) the Substitute Engine, engine stand, QEC, Parts and engine documents described in this Substitute Engine Certificate of Acceptance have been received: (ii) the Substitute Engine has been duly marked ‘with the Nameplate Inscription in accordance with the terms of Clause 8.6(a) ofthe CTA; (ii) the Substitute Engine is insured as required by the Lease; iv) the representations and warranties of Lessee referred to in Clause 2.1 (Lessee’s Representations and Warranties) of the Lease are hereby repeated with effect as ofthe date first above written; (¥) having inspocted the Substitute Engine, Lessee acknowledges that the Substitute Engine satisfies all conditions required for Lessee’s acceptance of delivery asset forth in the Lease and or the Lease Amendment and the execution, ‘and delivery of this Substitute Engine Certificate of Acceptance signifies absolute, unconditional and irrevocable acceptance by Lessee of the Substitute Engine for all purposes hereof and of the Lease; (vi) for the purposes of the ‘Lease Amendment the date and time specified in clause | herein shall be the Effective Time (as defined inthe Lease Amendment) and as of the Effective Time, the Substitute Engine became subject to the terms and conditions of the Lease, IN WITNESS WHEREOF, Lessce and Lessor have, by their duly authorized representative, executed this Substitute Engine Certfieate of Acceptance on the date in paragraph | above. LESSEE: Acrovias del Continente Americano S.A. LESSOR: Wells Fargo Trust Company, National Avianca Association, (formerly known as Wells Fargo. Bank Nosthwest, National Association) not in its individual ‘capacity, but solely as owner trustee By: By: Title: TitleDDocusign Envstope ID: 2OAD832F-4C87-4208-05A3-FTEBT AANFIS Appendix 2 FAA PARTIAL LEASE TERMINATION CERTIFICATE ‘This FAA Lease Termination Cemifieate is executed and delivered, on snd as of the date set forth below, by Wells Fargo Trust Company, National Association (formerly known as Wells Fargo Bank Northwest, National Association), notin its inivideal eapacity but solely as owner trustee, as lessor, and Acrovias del Continente ‘Americano S.A. Avianca, a8 lessee (the "Lessee"), pursuant to the terms and conditions of an Intemational Aireraft Lease Agreement, as more particularly described in Annex {attached hereto (the "Lease Agreement’), in connection ith the leasing of, among other collateral, the Engine, as more particularly described in Annex I altached hereto (the Engine"). Capitalized terms used in this FAA Partial Lease Termination Catificate shall have the meanings ssiven to such terms in the Lease Agreement. ‘The undersigned hereby certify and acknowledge that, without prejudice to Lessee’s continuing ‘obligations under the terms of the Lease Agreement, the leasing of the Engine pursuant to the Lease Agreement has heretofore been terminated, that the Engine and only the Engine is hereby released from and no longer subjeet to the terms and provisions thereof and the undersigned agree to discharge all international interests and assignments of intemational interests registered on the Intemational Repistry against the Engine ereated hy the Lease Agreement. As to all collateral covered by the Lease, except the Engine and only the Engine, the Lease Agreement shall remain in fll force and effect ‘This FAA Pertial Lease Termination Certificate may be executed in counterparts, each of which shall be deemed an original and when executed and delivered shal] constitute one and the same instrument, Dated asof, 2001. (Signature page follow)DDocusign Envelope Io: AQADBS2F-9C97-A306.5AG-F7BO7IAAIETS (This s the signature page 10 the FAA Partial Lease Termination Certificate, retative to Engine 643355) Wells Fargo Trust Company, National Association (formerly known as Wells Fargo Bank Northwest, National Association), not in is individual capacity but solely as owner trustee By: Title: Acrovias del Continente Americano S.A. AviancaDDocuSign Envelope ID: UADSS2F-8087-4308-0589-F7897 4ASF5 Annex ] to FAA Partial Lease Termination Certificate Desexintion of Lease Agreement International Aircraft Lease Agreement dated as of December 30, 2010 between Wells Fargo Bank Northwest, National Associaton, now known as Wells Fargo Trust Company, National Association, as owner trustee, as lessor, ‘and Acrovias de! Continente Americano S.A. Avianca, as lessee, which was recorded by the Federal Aviation ‘Administration on April 6, 2011 and assigned Conveyance No. JROO1SOS, as supplemented andl amended by the following deseribed instruments: Date of Instrument Instrument International Aireraft Lease Common Terms “Agreement between GE Capital Aviation Services Limited and Acrovias del Continente Americano S.A. asof ‘Avianes, as lessee o7r6h0 Lease Supplement No. 1 osoin asof ‘Amendment to International Aiecraft Lease Agreement 9/95/15, ‘Amendment No. Ito International Aiteraft Lease ‘Common Terms Agreement between GE Capital Aviation Services Limited and Aerovias del asof Continette Americano S.A. Avianca, as lessee o6r20/12 International Lease Extension & Amendment asof Agreement osi09/16 Incernational Aircraft Lease Payment Rescheduling as of and Amendment Agreement (4599) 1299 Intemational Lease Extension & Amendment asof Agreement 12/04/19 Amendment No. $to Intemational Aircraft Lease effective as of ‘Agreement (MSN 4599) 05/30/20 effective as of Intemational Lease Amendment Agreement 07106021 as of ‘Amended Intemational Airevaft Lease Agreement 07706021 Deserition of Engine FAA Recoss aoe 4/06/11 ror61s 1072615 onan 106720 o1osr20 9827/20 osr2arat 92421 FAA te Conveyance No, JRO01503, 7R001508 ‘or00s979 01008979 ‘wR000577 oro22513, oro22s14 cworso1! 023390 ‘cD023391 ‘One (1) CFM Intemational, Inc. (also shown in the FAA records as CFM IntesnationalyS.A.) model CPMS6= ‘SB4/3 airerafi engine (shown on the International Registry as CFM model CFMS6-SB) with manufacturers serial umber 643355 (which engines having 27,000 pounds of rust rating)Decusign Envelope 10: ADSS2F-8C97-4208-9500.°7897 24090 ‘SUBSTITUTE ENGINE CERTIFICATE OF ACCEPTANCE ‘This Substitute Engine Certificate of Acceptance is delivered, on the date set out below, by Acrovias del Continente Americano S.A, Avianca (“Lessee”) to Wells Fargo Trust Company, National Association, ocmealy known as Wells Fargo Benk Northwest, National Association) not i its individual eapacity, but solely as owner tnusiee, Lessor”) pursuant oan International Aircraft Lease Agreement deted as of December 30, 2010, a ast amended by that Amended Intemational Aireraft Lease Agreement dated as of July 6, 202 (the “ALA”) between Lessor and Lessee (incorporating the provisions of the Common Terms Agreement us defined therein (the “CTAY), as amended, modified and supplemented from ime to time But in particular as antended and supplemented by a certain Lease Amendment and Engine Substitution Agreement, dsted 25 November 2021, iad been Lessor ard Lessee (he “Lease Amendment”) (collectively the “Lease”) made in respsct of one () Aitbus mode! A320-214 aircraft bearing manufacture’ serial number 4599 and U.S. Registation No. NS99AY (the “Aireraft") and in particular one (1) CPM International, In. model CFMS6.5B4/3 aieratt engine bearing menuficturer’s serial number 849350 (the “Substitute Engine"), ‘The capitalised tems used in this Cextficte shall have the meaning given to such terms inthe Lease unless otherwise indicate. 1. DETAILS OF ACCEPTANCE * Lessee hereby confirms to Lessor that Lessee has at 2:32 f-*hours local time on this Zt day of Tantaary £022 et means Vortex Aviation Inc, 3430 Davie Road, Davie, PL, 39514, USA, accepted the following, in accordance with the provisions of the Lease: CST ‘Serial Namber Manufacturer Te 39350 GEM Toternational Ine. | CEMSC-SBAT ‘Aitached to Engine [Serial Number VIN] (it Applicable) GEC W(BARE ENGINE) NA igine Stand ¥ NOT AVAILABLE ‘Yer Tagine Cover ¥ NA Inventory List (Lists QEC, LRU and Accessories if applicable): attached beret, Engine Disk Sheet atached hereto,bocuSin Envelove ID: AOADSI2F-8CET-A$08-85A3-F7E07 14A9F 1S 2. HOURS AND CYCLES DATA (as of the date hereof) Engine oN F935 TSN O (GRAND NEW) GN ‘OGRAND NEW) Teast Seting WoT Tire cnce ast Refurb GRAND NEW, ‘Gye since last Retarb GRAND NEW) TL? Cyeles to First Restriction Bow CF imum LLP Kem CORETEPs 3. ACCEPTANCI Lessee hereby confirms thal) the Substitute Engine, engine stand, QBC, Parts and engine documents described in this Substiture Engine Cerificate of Acceptance have been received; (i) the Substitute Engine has been duly marked with the Nameplate Inscription in accordance with the terms of Clause 8.6(a) of the CTA; (il) the Substitute Engine is insured as required by the Lease; (iy) the representations and warranties of Lessee refered tain Clause 2.1 (Lessee's Representations and Warranties) ofthe Lease are hereby repeated with effect as of the date first above written; (») having inspected the Substitute Engine, Lessce acknowledges that the Substitute Engine satisfies all conditions required for Lessoe's acceptance of delivery asset forth inthe Lease and oF the Lease Amendment and the execution and delivery of this Substitute Engine Certificate of Acceptance signifies ‘absolute, unconditional and irevocable acceptance by Lessee ofthe Substitute Engine forall purposes hereof and ‘of the Lease; (vi) for the purposes ofthe Lesse Amendment the date and time specified in clause I herein shall be the Effective Time (as defined in the Lease Amendment) and as of the Effective Time, the Substitute Engine ‘became subject tothe terms and conditions of the Lease. IN WITNESS WHEREOF, Lessee and Lessor have, by their duly authorized representative, executed this ‘Substitute Engine Certificate of Acceptance on the date in paragraph { above, \crovias del Continents Americano S.A. LESSOR: Wells Fargo Trust Company, National Association, (formerly known as Wells Fargo Bank Nocthwest, National Association) not in its individual (ax capacity, but solely as owner trustee By: Beer eeeeeeeeeeeeeeeeeee By: ‘Name: Renato Covelo Name: 1-Bvewt Allen Title: Officer tite: Nice President * Place: Bogota, Clomtia ace: Salt Lake Cty , Uh Is Farge Trust NA % wee ent ac 1228-051 2aq' south Main street, 51% FJoor2. HOURS AND CYCLES DATA (as of the date hereof) Tngine SIN . 849350 TSN ‘O(BRAND NEW) ‘CSN (0 GRAND NEI ‘Thrust Setting 37.000 Lbs Hrs since last Refurb ‘0 BRAND NEW) ‘Gye since last Refurb O(BRAND NEW) LLP Cycles to First Restriction 20.000 CY Minimum LLP Kem COREL Ps 3. ACCEPTANCE: Lessee hereby confirms tha: () the Substitute Engine, engine stand, QEC, Parts and engine documents described in this Substitute Engine Certfieste of Acceptance have been received; (i) the Substitute Engine has been duly ‘marked with the Nameplate Inscription in accordance with the terms of Clause 8.6(2) of the CTA; (il) the Substitute Engine is insured as required by the Lease; (iv) the representations and warranties of Lessee refesced to in Clause 2.1 (Lessce’s Representations and Warranties) of the Lease are hereby repeated with effet as ofthe date first above writes; (v) having inspected the Substitute Engine, Lessee acknowledges that the Substitute Engine satisfies all conditions required for Lessee’s acceptance of delivery as set forth in the Lease and or the Lease Amendment and the execution and delivery of this Substitute Engine Certificate of Acceptance signifies absolute, uncoacitional and imevocable acceptance by Lessee of the Substitute Engine for all purposes hereof and of the Lease; (vi) for the purposes of the Lease Amendment the date and time specified in clause | herein shall be the Effective Time (as defined in the Lease Amendment) and as of the Effective Time, the Substitute Engine became subject to the terms and conditions ofthe Lease, IN WITNESS WHEREOF, Lessee and Lessor have, by their duly authorized representative, executed this Substitute Engine Certificate of Acceptance on the date in paragrapit I above. LESSEE: Aerovias del Continente Americano S.A, LESSOR: Wells Fargo Trust Company, National Avianca Association, (formerly known as Wells Fargo Bank Northwest, ‘National Association) not in its individual capacity, but solely as owner trustee by: by Name: Penako Covet Ne Tike: Officer” ne: J. Bredeetllen Place: Baagin, Glombia Title: Vice President Place; Wolls Fargo Trust Company, NA, Corporate Tust Seroos MAC Ut220-051 £299 South Main Street, Sth Floor Salt Lake Cy, Utah 84117ecusign Envelope Io: 40ADB2F-£C97-4908 9543-7897 T4AOFIS FILE COPY SUPPLEMENT NO. 2 This LEASE SUPPLEMENT NO. 2 (this “Lease Supplement”), dated as of 21 Tanvary, 2022 is between WELLS FARGO TRUST COMPANY, NATIONAL ASSOCIATION (formerly known as Wells Fargo Bank Northwest, National Association), not in its individual capacity but solely as owner trustee (“Lessor”), and AEROVIAS DEL CONTINENTE AMERICANO S.A. AVIANCA, a corporation organized under the laws of the Colombia (“Lessee”). WHEREAS, Lessor and Lessee have previously entered into that certain Intemational Aircraft Lease Agreement dated as of December 30, 2010, as amended by that Amended International Aircraft Lease Agreement dated as of July 6, 2021 as amended, modified and supplemented from time to time, which incorporates the term of that certain Common Terms Agreement as defined therein, and as more particularly described in Annex I attached hereto (collectively, herein referred to as the “Lease”), covering, among other collateral, one (1) Airbus model A320-214 (shown on the Intemational Registry as AIRBUS model A320) aircraft bearing manufacturer's serial number 4599 and U.S, Registration No. NS99AV (the “Aireraft’) 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 CFM56-5B) with manufacturer's serial numbers 643352 and 643355 ("Engine 643355") (each of which engines having 27,000 pounds of thrust rating), WHEREAS, by Lease Amendment and Engine Substitution Agreement dated on or about the date hereof (the "Lease Amendment") between the Lessor and Lessee, Lessor and Lessee agreed, upon the terms and conditions set forth in the Lease Amendment, to amend the Lease to remove Engine 643355 from the terms and conditions thereof and substitute the Replacement Engine (as defined below) in its place and in furtherance of such agreement, the Lessor and Lessee are contemporaneously filing a FAA Partial Lease Termination Certificate dated on or about the date hereof, which terminates the Lease with respect to, and only with respect to, Engine 643355. WHEREAS, the parties desire to subject one (1) CFM Intemational, Inc. model CFM 56-5B4/3 aircraft engine with mamufacturer’s serial number 849350, which has at least 1750 1b of thrust or its equivatent and at least 550 rated take off shaft horsepower or its equivalent (the “Replacement Engine”) to the Lease. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Lessor and the Lessee hereby agree as follows; 1. The Replacement Engine is hereby subjected to all of the terms and conditions of the Lease to the same extent and with the same effect as if the Replacement Engine had been originally described in the Lease. The Replacement Engine is hereby made one of the s” under the Lease, and all provisions of the Lease shall be construed accordingly. 2, Except as amended by this Lease Supplement, the Lease shall remain in full force and effect.DocuSign Eruelope 1D: 40ADBS2F~8C97-4308-0549-F7857 4ASF15| 3. This Lease Supplement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, and all such ‘counterparts shall together constitute but one and the same Lease Supplement; provided, that to the extent, if any, that this Lease Supplement constitutes chattel paper (as that term is defined in the Uniform Commercial Code as in effect in any applicable jurisdiction), no security interest in this Lease Supplement may be created through the transfer or possession of any counterpart other than the “Original”, which shall be identified by Lessor's receipt therefore indicated on the signature page thereof, 4, This Lease Supplement shall be governed by and construed in accordance with the Laws of the State of New York (without giving effect to its conflict of law principles other than New York General Obligations Law 5-1401). 5. This Lease Supplement supplements and forms a part of the Lease. The Lease, as supplemented hereby, is hereby ratified, approved and confirmed in all respeets. [SIGNATURE PAGE FOLLOWS}IN WITNESS WHEREOF, Lessor and Lessee have caused this Lease Supplement No.2 to be duly executed as of the day and year first above written. LESSOR: WELLS FARGO TRUST COMPANY, NATIONAL ASSOCIATION (formerly known as Wells Fargo Bank Northwest, National Association), not in its individual capacity, but solely as owner trustee By: Name: JSBreht Allen Title: Vice President Place: Wells Fargo Trust Company, NA. Corporate Trust Services MAC U1226-051 £299 South Main Street, Sth Floor Salt Lake City, Utah 84111 = Signature Page - ~ Lease Supplement No.2 - = MSN 4599 ~ 3DocusSign Envelope ID: 40AD832F-8097-4308-85A2.F7B971AA9F15, LESSEE: AEROVIAS DEL CONTINENTE AMERICANO S.A. AVIANCA 6a” arora By: ‘Name: Renato Covelo Title: Officer Place: Bogots, Colombia ~ Signature Page - - Lease Supplement No.2 - = MSN 4599 - 4Annex | DESCRIPTION OF LEASE International Aircraft Lease Agreement dated as of December 30, 2010 between Wells Fargo Bank Northwest, National Association, now known as Wells Fargo Trust Company, National Association, as owner trustee, as lessor, and Aerovias del Continente Americano S.A. Avianca, as lessee, which was recorded by the Federal Aviation Administration on April 6, 2011 and assigned Conveyance No. JR001508, as supplemented and amended by the following described instruments: Date of FAA FAA Instrument Instrument Recording Date Conveyance No. International Aircraft Lease Common Terms Agreement between GE Capital Aviation Services Limited and Aerovias del Continente Americano $.A. as of Avianca, as lessee o7R6/10 04/06/11 JRO01508 Lease Supplement No. 1 03/01/11 04/06/11 JROO1508 Amendment to Intemational as of Aircraft Lease Agreement 10/05/15 10/26/15 0008979 Amendment No. I to International Aircraft Lease ‘Common Terms Agreement between GE Capital Aviation Services Limited and Aerovias del Continente Americano S.A. as of Avianca, as lessee 06/20/12 10/26/15 07008979 International Lease Extension as of & Amendment Agreement 08/09/16 09/22/16 WR000577 International Aircraft Lease Payment Rescheduling and as of Amendment Agreement (4599) 11/29/19 01/06/20 07022513 International Lease Extension as of & Amendment Agreement 1204/19 01/06/20 oT022514 Amendment No. 5 to International Aircraft Lease effective as Agreement (MSN 4599) of 05/10/20 08/27/20 cwo1s0liInternational Lease Amendment Agreement Amended International Aircraft Lease Agreement Lease Amendment and Engine Substitution Agreement Substitute Engine Certificate of Acceptance as of 07/06/21 as of 07/06/21 1esi2i 1/2/22 09/24/21 CD023390 09/24/21 1023391 (which is being filed with the FAA. contemporaneously herewith) (which is being filed with the FAA contemporaneously herewith)