Tranche A-1 Financing

(Loans and Notes)

Tranche A-1 Financing

(Loans and Notes)

Tranche B Financing

Loans: $591,449,000

Notes: $437,601,000

Loans: $176,450,000

Notes: $64,000,000

Cash: LIBOR + 10.5%

Payment in Kind: LIBOR + 12%

Exit Fee: Payable upon any termination (prior to funding in full) of the commitments in respect of the Tranche B Loans and upon repayment of any portion of the Tranche B

Loans, in an amount equal to 10% of the undrawn Commitments and Tranche B Loans.

The Guarantors guarantee, on a joint and several basis, all of Avianca Holdings S.A.’s obligations.

As set forth in the DIP Order and the applicable agreements, the DIP financing agreements are collateralized by all of the assets and properties (whether tangible, intangible, real, personal or mixed) of the obligors’, subject to certain excluded assets set forth in the DIP financing agreements and the DIP Order.

Negative covenants limiting the obligors’ ability to: dispose of certain assets, enter into transactions with affiliates, grant liens, modify their main line of business, merge or consolidate, incur additional debt, conduct investments, make restricted payments, change their fiscal year end or accounting policies, enter into agreements containing negative pledge clauses and to amend or modify the Lifemiles securities purchase agreement.

Covenant to maintain consolidated cash of no less than $400 million on each date of determination and not to exceed certain cumulative cash burn.

Subject to certain cure rights in respect of the financial ratios, in case of occurrence of an event of default, certain majorities of lenders and bondholders (through the applicable agents) may:

(i) Terminate the lenders’ commitments;

(ii)  declare the loans and notes or any portion thereof then outstanding to be forthwith due and payable (including principal, interest and other amounts owed thereunder),

(iii)  upon five (5) Business Days’ written notice, terminate the automatic stay of Section 362 (and of any other Section of the Bankruptcy Code).

The amount of equity securities to be received in consideration of the Tranche B obligations assuming the Tranche B commitments are fully drawn and no incremental Tranche B Loans have been made, shall not, in any event, constitute less than 72% of the fully diluted equity securities of the applicable entity’s equity.

Such conversion shall be subject to the following conditions precedent:

•  the Company Approved Reorganization Plan shall have been confirmed by the Bankruptcy Court pursuant to any confirmation order

•  entered in the Chapter 11 Cases and with respect to provisions in either the Company Approved Reorganization Plan or the confirmation order adversely affecting any

•  rights or treatment of any Tranche B Lenders with respect to or arising from the conversion of Tranche B Loans, reasonably satisfactory to the Majority Tranche B Lenders;

•  the confirmation order shall not have been vacated, reversed, modified, amended or stayed in a manner that adversely affects any material right or duty of the Tranche B Lenders, except as otherwise agreed to in writing by the obligors and the Majority Tranche B Lenders;

•  all conditions precedent to the effectiveness of the Company Approved Reorganization Plan shall have been satisfied or, with the prior written consent of the obligors and the Majority Tranche B Lenders, waived;

•  except as consented to by the Obligors and Majority Tranche B Lenders, the Bankruptcy Court’s retention of jurisdiction under the confirmation order shall not govern the enforcement of the debt documents related to any other exit facility (if any) or any rights or remedies related thereto;

•  the conversion shall be subject to the further conditions in the United Omnibus Commercial Amendment and subject to compliance by Avianca Holdings S.A. and/or the other applicable obligors with the obligations thereunder;

•  The obligations under any other exit facility (if any) shall: be secured by a first priority perfected lien on all assets and property of the reorganized obligors, contain covenants reasonably acceptable to the Majority Tranche B Lenders, including, without limitation, financial covenants relating to the maintenance of a minimum liquidity to be determined, rank pari passu for payment purposes and vote separately by tranche;

•  the capital structure of Obligors and their affiliates shall be substantially consistent with the capital structure set forth in the Company Approved Reorganization Plan;

•  the post-emergence board, governance, liquidity and organizational documents of the Obligors and the substantive rights of the equity securities to be issued to the Tranche B Lenders and any other parties shall each be in all cases reasonably acceptable to the Supermajority Tranche B Lenders;

•  the post-emergence business plans, financial forecasts, leverage and current operations shall be acceptable to the Supermajority Tranche B Lenders;

•  the obligors shall have paid all out-of-pocket fees and expenses of the DIP Lenders and the providers of the other exit facility;

•  reduction of at least U.S.$2 billion of aircraft debt and lease obligations under IFRS 16;

•  adequate slot allocation in BOG airport and any other slot restricted airports in Colombia as determined in the Borrower’s reasonable judgment;

•  reduction in overall airport costs and expenses in an amount to be determined in order to assure the long term competitiveness of the Borrower as determined in the Borrower’s reasonable judgment;

•  OEM contract renegotiation and/or cancellation to achieve cost reductions consistent with the reorganized Debtors’ financial plan;

•  maintenance by the Borrower of permanent, long-term labor concessions reasonably acceptable to the Majority Tranche B Lenders;

•  upon emergence from the Chapter 11 Cases, no less than fifty percent (50%) of the aircraft retained for use in the Borrower’s fleet for the duration of the Chapter 11 Cases shall remain on PBH Agreements reasonably satisfactory to the Majority Tranche B Lenders.