Counsel to Creditor, Lufthansa Technik AG

Hearing Date & Time: September 16, 2020 at 10:00 a.m. (prevailing Eastern Time) Objection Deadline: September 9, 2020 at 4:00 p.m. (prevailing Eastern Time)

Glenn D. Moses, Esq. GENOVESE JOBLOVE & BATTISTA, P.A. 100 S.E. 2nd Street, 44th Floor Miami, Florida 33131 Telephone: (305) 349-2300 Facsimile: (305) 349-2310

Counsel to Creditor, Lufthansa Technik AG

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

---------------------------------------------------------------x : Chapter 11 In re: : : Case No. 20-11133 (MG) AVIANCA HOLDINGS S.A., et al. 1 :

: (Jointly Administered)

Debtors. : ---------------------------------------------------------------x

NOTICE OF HEARING ON MOTION OF LUFTHANSA TECHNIK AG FOR RELIEF FROM THE AUTOMATIC STAY AS TO MAINTENANCE

AND SUPPORT AGREEMENT

PLEASE TAKE NOTICE that, pursuant Local Bankruptcy Rules 9006-1 and 9077-1 and

Paragraph 26 of the Order Implementing Certain Notice and Case Management Procedures

[Docket No. 47] (the “Case Management Order”), a hearing will be held at 10:00 a.m. (prevailing

Eastern Time) on September 16, 2020 before the Honorable Martin Glenn, United States

1 The Debtors in these cases, and each Debtor’s federal tax identification number (to the extent applicable), are as follows: Avianca Holdings S.A. (N/A); Aero Transporte de Carga Unión, S.A. de C.V. (N/A); Aeroinversiones de Honduras, S.A. (N/A); Aerovías del Continente Americano S.A. Avianca (N/A); Airlease Holdings One Ltd. (N/A); America Central (Canada) Corp. (00-1071563); America Central Corp. (65-0444665); AV International Holdco S.A.(N/A); AV International Holdings S.A. (N/A); AV International Investments S.A. (N/A); AV International Ventures S.A. (N/A); AV Investments One Colombia S.A.S. (N/A); AV Investments Two Colombia S.A.S. (N/A); AV Taca International Holdco S.A. (N/A); Avianca Costa Rica S.A. (N/A); Avianca Leasing, LLC (47-2628716); Avianca, Inc. (13-1868573); Avianca-Ecuador S.A. (N/A); Aviaservicios, S.A. (N/A); Aviateca, S.A. (N/A); Avifreight Holding Mexico, S.A.P.I. de C.V. (N/A); C.R. Int’l Enterprises, Inc. (59-2240957); Grupo Taca Holdings Limited (N/A); International Trade Marks Agency Inc. (N/A); Inversiones del Caribe, S.A. (N/A); Isleña de Inversiones, S.A. de C.V. (N/A); Latin Airways Corp. (N/A); Latin Logistics, LLC (41-2187926); Nicaraguense de Aviación, Sociedad Anónima (Nica, S.A.) (N/A); Regional Express Américas S.A.S. (N/A); Ronair N.V. (N/A); Servicio Terrestre, Aereo y Rampa S.A. (N/A); Servicios Aeroportuarios Integrados SAI S.A.S. (92-4006439); Taca de Honduras, S.A. de C.V. (N/A); Taca de México, S.A. (N/A); Taca International Airlines S.A. (N/A); Taca S.A. (N/A); Tampa Cargo S.A.S.(N/A); Technical and Training Services, S.A. de C.V. (N/A). The Debtors’ principal offices are located at Avenida Calle 26 # 59 – 15 Bogotá, Colombia.

20-11133-mg Doc 741 Filed 08/21/20 Entered 08/21/20 13:01:44 Main Document Pg 1 of 16

¨2¤!+A4(5 !a«

2011133200821000000000001

Docket #0741 Date Filed: 08/21/2020

2

Bankruptcy Judge, United States Bankruptcy Court for the Southern District of New York,

One Bowling Green, New York, New York 10004 to consider the Motion of Lufhansa Technik

AG for Relief from the Automatic Stay as to Maintenance and Support Agreement (the “Motion”).

PLEASE TAKE FURTHER NOTICE that, in accordance with General Order M-543

dated March 20, 2020, the Hearing will be conducted telephonically. Any parties wishing to

participate must do so telephonically through CourtSolutions (www.court-solutions.com).

Instructions to register for CourtSolutions LLC are attached to General Order M-543.

PLEASE TAKE FURTHER NOTICE that, any objections or responses to the relief

requested in the Motion shall: (a) be in writing; (b) conform to the Federal Rules of Bankruptcy

Procedure, the Local Bankruptcy Rules for the Southern District of New York, all General Orders

applicable to chapter 11 cases in the United States Bankruptcy Court for the Southern District of

New York, and the Case Management Order; (c) be filed electronically with this Court on the

docket of In re Avianca Holdings S.A., Case 20-11133 (MG) by registered users of this Court’s

electronic filing system and in accordance with the General Order M-399 (which is available on

this Court’s website at http://www.nysb.uscourts.gov) by September 9, 2020, at 4:00 p.m.,

prevailing Eastern Time; and (d) be promptly served on the following parties: (i) the

Chambers of the Honorable Martin Glenn, United States Bankruptcy Court for the Southern

District of New York, One Bowling Green, New York, NY 10004; (ii) counsel to Lufthansa

Technik AG, Glenn D. Moses, Esq., Genovese, Joblove & Battista, P.A. 100 S.E. Second Street,

44th Floor, Miami, FL 33131 ([email protected]); (iii) the Debtors, c/o Richard Galindo

([email protected]); (iv) Milbank LLP, 55 Hudson Yards, New York, New York

10001 (Attn: Evan R. Fleck, Esq. and Gregory A. Bray, Esq. ([email protected] and

[email protected])), counsel for the Debtors (v) Morrison & Foerster LLP,

[email protected] and [email protected] (Attn: Brett H. Miller, Esq. and Todd M. Goren,


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Esq.), counsel to the Official Committee of Unsecured Creditors (the “Committee”), (vi) William

K. Harrington, U.S. Department of Justice, Office of the U.S. Trustee, 201 Varick Street, Room

1006, New York, NY 10014 (Attn: Brian Masumoto, Esq. and Greg Zipes, Esq.); (vii) the

Securities and Exchange Commission, 100 F Street, NE, Washington, D.C. 20549; and (viii) the

Federal Aviation Administration, 800 Independence Ave., S.W. Washington, DC 20591 (Attn:

Office of the Chief Counsel).

PLEASE TAKE FURTHER NOTICE that copies of the Motion and other pleadings for

subsequent hearings may be obtained free of charge by visiting the KCC website at

http://www.kccllc.net/avianca. You may also obtain copies of any pleadings by visiting at

http://www.nysb.uscourts.gov in accordance with the procedures and fees set forth therein.

PLEASE TAKE FURTHER NOTICE that your rights may be affected. You should

read the Motion carefully and discuss them with your attorney, if you have one. If you do

not have an attorney, you may wish to consult with one.

PLEASE TAKE FURTHER NOTICE that the Hearing may be continued or adjourned

thereafter from time to time without further notice other than an announcement of the adjourned

date or dates at the Hearing or at a later hearing.

PLEASE TAKE FURTHER NOTICE that you need not appear at the Hearing if you do

not object to the relief requested in any of the Motions.

PLEASE TAKE FURTHER NOTICE that if you do not want the Court to grant the relief

requested in the Motion, or if you want the Court to consider your view on the Motion, then you

or your attorney must attend the Hearing. If you or your attorney do not take these steps, the Court

may decide that you do not oppose the relief sought in the Motion and may enter orders granting

the relief requested in the Motion with no further notice or opportunity to be heard.

Dated: August 21, 2020.


4

GENOVESE, JOBLOVE & BATTISTA, P.A. Attorneys for Lufthansa Technik AG 100 SE 2nd Street, Suite 4400 Miami, FL 33131 Telephone: (305) 349-2300 Facsimile: (305) 349-2310

By: /s/ Glenn D. Moses

Glenn D. Moses, Esq. Admitted Pro Hac Vice Florida Bar No. 174556

Email: [email protected]


Hearing Date & Time: September 16, 2020 at 10:00 a.m. (prevailing Eastern Time) Objection Deadline: September 9, 2020 at 4:00 p.m. (prevailing Eastern Time)

Glenn D. Moses, Esq. GENOVESE JOBLOVE & BATTISTA, P.A. 100 S.E. 2nd Street, 44th Floor Miami, Florida 33131 Telephone: (305) 349-2300 Facsimile: (305) 349-2310

Counsel to Creditor, Lufthansa Technik AG


---------------------------------------------------------------x : Chapter 11 In re: : : Case No. 20-11133 (MG) AVIANCA HOLDINGS S.A., et al. 2 :


Debtors. : ---------------------------------------------------------------x

MOTION OF LUFTHANSA TECHNIK AG FOR RELIEF FROM THE AUTOMATIC STAY AS TO MAINTENANCE AND SUPPORT AGREEMENT

Lufthansa Technik AG (“Lufthansa Technik”), by and through its undersigned counsel,

respectfully represents as follows in support of this motion (the “Motion”):

2 The Debtors in these cases, and each Debtor’s federal tax identification number (to the extent applicable), are as follows: Avianca Holdings S.A. (N/A); Aero Transporte de Carga Unión, S.A. de C.V. (N/A); Aeroinversiones de Honduras, S.A. (N/A); Aerovías del Continente Americano S.A. Avianca (N/A); Airlease Holdings One Ltd. (N/A); America Central (Canada) Corp. (00-1071563); America Central Corp. (65-0444665); AV International Holdco S.A.(N/A); AV International Holdings S.A. (N/A); AV International Investments S.A. (N/A); AV International Ventures S.A. (N/A); AV Investments One Colombia S.A.S. (N/A); AV Investments Two Colombia S.A.S. (N/A); AV Taca International Holdco S.A. (N/A); Avianca Costa Rica S.A. (N/A); Avianca Leasing, LLC (47-2628716); Avianca, Inc. (13-1868573); Avianca-Ecuador S.A. (N/A); Aviaservicios, S.A. (N/A); Aviateca, S.A. (N/A); Avifreight Holding Mexico, S.A.P.I. de C.V. (N/A); C.R. Int’l Enterprises, Inc. (59-2240957); Grupo Taca Holdings Limited (N/A); International Trade Marks Agency Inc. (N/A); Inversiones del Caribe, S.A. (N/A); Isleña de Inversiones, S.A. de C.V. (N/A); Latin Airways Corp. (N/A); Latin Logistics, LLC (41-2187926); Nicaraguense de Aviación, Sociedad Anónima (Nica, S.A.) (N/A); Regional Express Américas S.A.S. (N/A); Ronair N.V. (N/A); Servicio Terrestre, Aereo y Rampa S.A. (N/A); Servicios Aeroportuarios Integrados SAI S.A.S. (92-4006439); Taca de Honduras, S.A. de C.V. (N/A); Taca de México, S.A. (N/A); Taca International Airlines S.A. (N/A); Taca S.A. (N/A); Tampa Cargo S.A.S.(N/A); Technical and Training Services, S.A. de C.V. (N/A). The Debtors’ principal offices are located at Avenida Calle 26 # 59 – 15 Bogotá, Colombia.


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RELIEF REQUESTED

1. By this Motion, and pursuant to section 362(d) of title 11 of the United States Code,

11 U.S.C. § 101, et seq. (the “Bankruptcy Code”), Lufthansa Technik seeks the entry of an order,

substantially in the form attached hereto as Exhibit A (the “Order”), granting Lufthansa Technik

relief from the automatic stay provisions of the Bankruptcy Code to exercise its rights under an

Early Termination Clause (as defined herein) pursuant to one (1) of its existing executory contracts

with certain of the Debtors herein.

2. The Debtors, through counsel, have indicated that they do not oppose the relief

requested herein.

BACKGROUND

3. On May 10, 2020 (the “Petition Date”), each of the Debtors filed a voluntary

petition for relief under chapter 11 of the Bankruptcy Code. Since that time, the Debtors have

operated their businesses as debtors in possession pursuant to sections 1107(a) and 1108 of the

Bankruptcy Code. The Debtors cases are being jointly administered [Docket No. 73].

4. On May 22, 2020, the Office of the United States Trustee for the Southern District

of New York appointed an official committee of unsecured creditors (the “Committee”) [Docket

No. 154].

5. Lufthansa Technik is a corporation engaged in the business of providing all aircraft

related technical services, such as without limitation the maintenance and repair of aircraft and

engine ] components.

6. As of the Petition Date, Lufthansa Technik was a party to several agreements with

certain of the Debtors for the maintenance and support of certain aircraft, and components

(generally, the “Maintenance and Support Agreements”).


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A. Rejection of B-787 Services Agreement

7. On June 9, 2020, this Court entered an order approving procedures for the rejection,

assumption, or assumption and assignment of executory contracts and unexpired leases and

granting related relief (the “Procedures Order”) [Docket No. 261]. Pursuant to the Procedures

Order, on July 15, 2020, the Debtors filed a Notice of Rejection of Certain Executory Contracts

and Unexpired Leases (the “Rejection Notice”)[Docket No. 486] with respect to that certain

Agreement on Technical Services (Total Component and Maintenance Support for B-787, Aircraft

Production Inspection Program for B 787, Cyclean Engine Wash and Additional Services), by and

between Lufthansa Technik and Debtor Aerovias del Continente Americano S.A. Avianca, dated

June 30, 2014 (the “B-787 Services Agreement”). Pursuant to the Rejection Notice, the B-787

Services Agreement has been deemed rejected as of July 16, 2020.

B. The V2500 Services Agreement

8. Two of the Debtors herein, Aerovias del Continenete Americano S.A. Avianca and

TACA International Airlines S.A., are parties with Lufthansa Technik to that certain Agreement

on Technical Services dated as of April 1, 2015 (the “Technical Services Agreement”) and the

related Attachment A: Total Component Maintenance for V2500 Engine Related Components (the

“TCM Attachment”) (collectively, with the Technical Services Agreement, the “V2500 Services

Agreement”).3

9. As of the Petition Date, Lufthansa Technik was due the sum of $641.005.06 under

the V2500 Services Agreement.4

10. Article 10.4 of the TCM Attachment to the V2500 Services Agreement permits

Lufthansa Technik to terminate the agreement at any time, for any or no reason and at its sole

3 The V2500 Services Agreement contains certain confidentiality provisions and therefore is not attached. If necessary, Lufthansa Technik will file the agreement under seal and with Court approval. 4 Currently, the sum of $9,577.48 is due post-petition under the V2500 Services Agreement.


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discretion, provided that 180 days’ notice is given and a Termination Fee is paid under the

circumstances (the “Early Termination Clause”). The Early Termination Clause provides as

follows:

10.4. Early Termination through LHT

Notwithstanding anything to the contrary in this TCM Attachment or in the Agreement, LHT shall have the right to early terminate this Attachment with respect to any Customer under this Agreement at any time, for any or no reason, at its sole discretion, prior to the end of the minimum term or any extension by delivery of prior written notice of termination, provided that a) prior written notice of at least one hundred and eighty (180) Days is provided to the Customer; and b) LHT pays the Customer, or its designated affiliates, a termination fee “Termination Fee” in the aggregate amount according to the year in which such termination becomes effective, with the Termination Fee in the first twelve (12) months after the date of this TCS Attachment (“Year 1” being 1,000,000 USD, which amount shall be reduced by 166,000 USD p.a. in each subsequent successive twelve (12) month period commencing on the first anniversary of the date of this TCS Attachment (for the first such period, “Year 2”, the second such twelve (12) month period, “Year 3”, and so on) for any termination occurring after Year 6, no Termination Fee shall apply. LHT shall have thirty (30) days to pay the Termination Fee after such termination. LHT shall have no other liability for termination of this Agreement except for such Termination Fee. Each Customer would receive a prorated portion of the Termination Fee if such Termination Fee is paid under this Section 10.4; provided that the Customer may provide LHT with written notice from the Customers of a different allocation between the Customers prior to the accrual of such Termination Fee, in which case LHT will allocate such Termination Fee as requested.

(emphasis added).

RELIEF REQUESTED

11. In accordance with the Early Termination Clause, Lufthansa Technik seeks

authority from this Court to issue and deliver the attached Termination Notice (the “Termination

Notice”) in the form substantially as attached hereto as Exhibit “B”.

12. Upon approval of this Court, Lufthansa Technik will deliver the Termination

Notice to the appropriate representative of the Debtors as set forth therein. In accordance with the


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Early Termination Clause, termination of the V2500 Services Agreement shall be effective one

hundred and eighty (180) days from the date of the Termination Notice (the “Termination Date”).

To the extent applicable, Lufthansa Technik shall pay the Termination Fee as defined in the Early

Termination Clause within thirty (30) days of the Termination Date.

13. Lufthansa Technik submits that cause exists to authorize the issuance and delivery

of the Termination Notice as set forth herein. The Early Termination Clause authorizes Lufthansa

Technik to terminate the V2500 Services Agreement any time, for any or no reason and at its sole

discretion. The Debtors will be provided with one hundred and eighty (180) days of notice of the

termination. Moreover, a Termination Fee may be paid provided that the termination is effective

prior to April 1, 2021.

14. Cause further exists because in the event that the Debtors choose to assume the

V2500 Services Agreement, it (a) will be required to cure all defaults thereunder including

$641.005.06 which is due and owing as of the Petition Date, (b) Lufthansa Technik would

nevertheless exercise its rights under the Early Termination Clause and (c) the Debtors would not

be entitled to the Termination Fee since termination thereunder would most likely be effective

after April 1, 2021. If the Debtors choose to reject the V2500 Services Agreement, then no

Termination Fee will be paid since the parties will no longer be obligated to perform thereunder.

NOTICE

15. Notice of this Motion has been or will be given to the following parties or, in lieu

thereof, to their counsel, if known: (a) the Standard Parties (as defined in the Order Implementing

Certain Case Management and Notice Procedures [Docket No. 47]); and (b) any party that has

requested service pursuant to Bankruptcy Rule 2002. In light of the nature of the relief requested,

the Debtors submit that no further notice need be given.


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NO PRIOR REQUEST 16. No prior request for the relief sought in this motion has been made to this or any

other court.

CONCLUSION

WHEREFORE, Lufthansa Technik respectfully requests the Court enter an order,

substantially in the form attached hereto as Exhibit A, granting the relief requested herein and such

other and further relief as is just and appropriate.

Dated: August 21, 2020. GENOVESE, JOBLOVE & BATTISTA, P.A. Attorneys for Lufthansa Technik AG 100 SE 2nd Street, Suite 4400 Miami, FL 33131 Telephone: (305) 349-2300 Facsimile: (305) 349-2310

By: /s/ Glenn D. Moses

Glenn D. Moses, Esq. Admitted Pro Hac Vice Florida Bar No. 174556

Email: [email protected]


EXHIBIT A


[7173‐023/3221512/1]


---------------------------------------------------------------x : Chapter 11 In re: : : No. 20-11133 (MG) AVIANCA HOLDINGS S.A., et al. 1 :


Debtors. : ---------------------------------------------------------------x ORDER GRANTING MOTION OF LUFTHANSA TECHNIK AG FOR RELIEF FROM

THE AUTOMATIC STAY AS TO MAINTENANCE AND SUPPORT AGREEMENT

Upon the motion (the “Motion”)2 of Lufthansa Technik AG (“LHT”) for the entry of an

Order grating it Relief from the Automatic Stay to issue and deliver a Termination Notice as to the

B-787 Services Agreement as more fully set forth in the Motion [Docket No. __]; and due and

proper notice of the Motion having been provided under the Case Management Order, and such

notice having been adequate and appropriate under the circumstances, and it appearing that no other

or further notice need be provided; and the Court having held a hearing to consider the relief

requested in the Motion; and after due deliberation and sufficient cause appearing therefor,

1 The Debtors in these cases, and each Debtor’s federal tax identification number (to the extent applicable), are as follows: Avianca Holdings S.A. (N/A); Aero Transporte de Carga Unión, S.A. de C.V. (N/A); Aeroinversiones de Honduras, S.A. (N/A); Aerovías del Continente Americano S.A. Avianca (N/A); Airlease Holdings One Ltd. (N/A); America Central (Canada) Corp. (00-1071563); America Central Corp. (65-0444665); AV International Holdco S.A.(N/A); AV International Holdings S.A. (N/A); AV International Investments S.A. (N/A); AV International Ventures S.A. (N/A); AV Investments One Colombia S.A.S. (N/A); AV Investments Two Colombia S.A.S. (N/A); AV Taca International Holdco S.A. (N/A); Avianca Costa Rica S.A. (N/A); Avianca Leasing, LLC (47-2628716); Avianca, Inc. (13-1868573); Avianca-Ecuador S.A. (N/A); Aviaservicios, S.A. (N/A); Aviateca, S.A. (N/A); Avifreight Holding Mexico, S.A.P.I. de C.V. (N/A); C.R. Int’l Enterprises, Inc. (59-2240957); Grupo Taca Holdings Limited (N/A); International Trade Marks Agency Inc. (N/A); Inversiones del Caribe, S.A. (N/A); Isleña de Inversiones, S.A. de C.V. (N/A); Latin Airways Corp. (N/A); Latin Logistics, LLC (41-2187926); Nicaraguense de Aviación, Sociedad Anónima (Nica, S.A.) (N/A); Regional Express Américas S.A.S. (N/A); Ronair N.V. (N/A); Servicio Terrestre, Aereo y Rampa S.A. (N/A); Servicios Aeroportuarios Integrados SAI S.A.S. (92-4006439); Taca de Honduras, S.A. de C.V. (N/A); Taca de México, S.A. (N/A); Taca International Airlines S.A. (N/A); Taca S.A. (N/A); Tampa Cargo S.A.S.(N/A); Technical and Training Services, S.A. de C.V. (N/A). The Debtors’ principal offices are located at Avenida Calle 26 # 59 – 15 Bogotá, Colombia. 2 Capitalized terms not otherwise defined herein shall have the same meaning ascribed to them in the Motion.


[7173‐023/3221512/1]

IT IS HEREBY ORDERED THAT:

1. The Motion is granted to the extent set forth herein.

2. LHT is granted relief from the automatic stay pursuant to 11 U.S.C. 362(d) and may

exercise its rights under the Early Termination Clause including the issuance and delivery of the

Termination Notice.

3. LHT may take all reasonable action to effectuate the relief granted in this Order.

4. The Court shall retain jurisdiction over all matters arising from or related to the

implementation, interpretation, and enforcement of this Order.

New York, New York

Dated: September ____, 2020

___________________________________

THE HONORABLE MARTIN GLENN UNITED STATES BANKRUTPCY JUDGE


EXHIBIT B


[7173-023/3232638/1]

Avianca Holdings Attn: Liliana Bocanegra Technical Procurement Director Maintenance Division Calle 26 No. 106‐74 Hangar 2, Piso 2. Bogota, Colombia Fax: 571‐ 5877700 ext 3501 Re: Notice of Early Termination Dated: August 13th, 2020 Dear Ms. Liliana Bocanegra Reference is made to that certain Agreement on Technical Services by and between Aerovias del Continenete Americano S.A. Avianca and TACA International Airlines S.A. (collectively, the “Customers”) and Lufthansa Technik AG (“LHT”) dated as of April 1, 2015 (the “Technical Services Agreement”) and the related Attachment A: Total Component Maintenance for V2500 Engine Related Components (the “TCM Attachment”) (collectively, the “Agreement”). Please be advised that LHT hereby exercises its right to terminate the Agreement pursuant to Article 10.4 of the TCM Attachment (the “Early Termination Clause”), which provides: 10.4. Early Termination through LHT

Notwithstanding anything to the contrary in this TCM Attachment or in the Agreement, LHT shall have the right to early terminate this Attachment with respect to any Customer under this Agreement at any time, for any or no reason, at its sole discretion, prior to the end of the minimum term or any extension by delivery of prior written notice of termination, provided that a) prior written notice of at least one hundred and eighty (180) Days is provided to the Customer; and b) LHT pays the Customer, or its designated affiliates, a termination fee “Termination Fee” in the aggregate amount according to the year in which such termination becomes effective, with the Termination Fee in the first twelve (12) months after the date of this TCS Attachment (“Year 1” being 1,000,000 USD, which amount shall be reduced by 166,000 USD p.a. in each subsequent successive twelve (12) month period commencing on the first anniversary of the date of this TCS

Lufthansa Technik AG 5875 NW 163rd St, Suite 205, Miami Lakes, FL 33014, USA


[7173-023/3232638/1]

Attachment (for the first such period, “Year 2”, the second such twelve (12) month period, “Year 3”, and so on) for any termination occurring after Year 6, no Termination Fee shall apply. LHT shall have thirty (30) days to pay the Termination Fee after such termination. LHT shall have no other liability for termination of this Agreement except for such Termination Fee. Each Customer would receive a prorated portion of the Termination Fee if such Termination Fee is paid under this Section 10.4; provided that the Customer may provide LHT with written notice from the Customers of a different allocation between the Customers prior to the accrual of such Termination Fee, in which case LHT will allocate such Termination Fee as requested.

In accordance with the Early Termination Clause, termination of the Agreement shall be effective as of one hundred and eighty (180) days of the date of this letter, or _____ 2021 (the “Termination Date”). To the extent applicable, LHT shall pay the Termination Fee as defined in the Early Termination Clause within thirty (30) days of the Termination Date provided that the Termination Date is effective prior to April 1, 2021. Please advise LHT in writing as to any requested allocation of the Termination Fee among the Customers. LHT acknowledges that each of the Customers are chapter 11 Debtors‐in‐Possession in the bankruptcy proceedings of In re Avianca Holdings S.A., et al. pending in the United States Bankruptcy Court for the Southern District of New York, Case No. 20‐11133 (MG). Therefore, LHT further acknowledges that this notice shall not be effective until the Bankruptcy Court grants LHT relief from the automatic stay pursuant to 11 U.S.C. § 362(d). Sincerely, Frank Berweger Lufthansa Technik Head of Sales ‐ The Americas


Counsel to Creditor, Lufthansa Technik AG

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Transcript of Counsel to Creditor, Lufthansa Technik AG