DEPOSIT ESCROW AGREEMENT among AVOLON HOLDINGS LIMITED GLOBAL AVIATION LEASING CO., LTD. CITIBANK, N.A., as Escrow Agent and, for the limited purposes set forth herein HONG KONG BOHAI LEASING ASSET MANAGEMENT CORP., LTD. Dated as of July 22, 2015Deposit Escrow Agreement • July 31st, 2015 • Global Aviation Leasing Co., Ltd. • Services-equipment rental & leasing, nec • New York
AMENDMENT NO. 1 TO THE INVESTMENT AND TENDER OFFER AGREEMENTInvestment and Tender Offer Agreement • August 13th, 2015 • Global Aviation Leasing Co., Ltd. • Services-equipment rental & leasing, nec
This Amendment No. 1 to the Investment and Tender Offer Agreement (this “Amendment”), is entered into as of August 12, 2015 by and among Global Aviation Leasing Co., Ltd., a Cayman Islands exempted company (“Offeror”), Bohai Leasing Co., Ltd., a limited company existing under the laws of the People’s Republic of China (“Parent”), and Avolon Holdings Limited, a Cayman Islands exempted company having its principal place of business at The Oval, Building 1, Shelbourne Road, Ballsbridge, Dublin 4, Ireland (the “Company”), and amends that certain Investment and Tender Offer Agreement, dated as of July 14, 2015, by and among Offeror, Parent and the Company (the “Original Agreement”). Capitalized terms used herein, and not otherwise defined herein, shall have the meanings set forth in the Original Agreement.
TENDER OFFER TERMINATION AGREEMENTTender Offer Termination Agreement • September 4th, 2015 • Global Aviation Leasing Co., Ltd. • Services-equipment rental & leasing, nec
This TENDER OFFER TERMINATION AGREEMENT (this “Agreement”) is entered into as of September 3, 2015, by and among Bohai Leasing Co., Ltd., a limited company existing under the laws of the People’s Republic of China (“Parent”), Global Aviation Leasing Co., Ltd., a Cayman Islands exempted company and an indirect wholly-owned subsidiary of Parent (“Offeror”) and Avolon Holdings Limited, a Cayman Islands exempted company having its principal place of business at The Oval, Building 1, Shelbourne Road, Ballsbridge, Dublin 4, Ireland (the “Company”).
INVESTMENT AND TENDER OFFER AGREEMENT by and among AVOLON HOLDINGS LIMITED BOHAI LEASING CO., LTD and GLOBAL AVIATION LEASING CO., LTD. dated as of July 14, 2015Investment and Tender Offer Agreement • July 31st, 2015 • Global Aviation Leasing Co., Ltd. • Services-equipment rental & leasing, nec • New York
This Investment and Tender Offer Agreement (this “Agreement”), is entered into as of July 14, 2015 by and among Global Aviation Leasing Co., Ltd., a Cayman Islands exempted company (“Offeror”), Bohai Leasing Co., Ltd., a limited company existing under the laws of the People’s Republic of China (“Parent”) and Avolon Holdings Limited, a Cayman Islands exempted company having its principal place of business at The Oval, Building 1, Shelbourne Road, Ballsbridge, Dublin 4, Ireland (the “Company”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 6.01 hereof.
AGREEMENT TO TENDERAgreement • July 31st, 2015 • Global Aviation Leasing Co., Ltd. • Services-equipment rental & leasing, nec • New York
This Agreement to Tender, dated as of July 14, 2015 (this “Agreement”), among Global Aviation Leasing Co., Ltd., a Cayman Islands exempted company (“Offeror”), and the persons listed on Exhibit A hereto (each, a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used herein which are not defined herein shall have the meanings set forth for such terms in the Tender Offer Agreement (as defined below).
AMENDED AND RESTATED DEPOSIT ESCROW AGREEMENT among AVOLON HOLDINGS LIMITED GLOBAL AVIATION LEASING CO., LTD. CITIBANK, N.A., as Escrow Agent and, for the limited purposes set forth herein HONG KONG BOHAI LEASING ASSET MANAGEMENT CORP., LTD. Dated as...Escrow Agreement • August 13th, 2015 • Global Aviation Leasing Co., Ltd. • Services-equipment rental & leasing, nec • New York
JOINT FILING AGREEMENTJoint Filing Agreement • July 23rd, 2015 • Global Aviation Leasing Co., Ltd. • Services-equipment rental & leasing, nec
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the undersigned hereby agree to (i) the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Shares, par value $0.000004 per share, of Avolon Holdings Limited and (ii) that this Joint Filing Agreement be included as an exhibit to such joint filing; provided that, as contemplated by Section 13d-1(k)(ii) of the Exchange Act, no person shall be responsible for the completeness and accuracy of the information concerning the other persons making the filing unless such person knows or has reason to believe such information is inaccurate.
CLAUSE PAGE ARTICLE 1. RULES OF CONSTRUCTION 3 ARTICLE 2. CORPORATE GOVERNANCE 12 ARTICLE 3. TRANSFERS AND ISSUANCE OF SHARES 22 ARTICLE 4. REGISTRATION RIGHTS 30 ARTICLE 5. STANDSTILL 45 ARTICLE 6. INFORMATION AND CONFIDENTIALITY 47 ARTICLE 7....Shareholders’ Agreement • July 31st, 2015 • Global Aviation Leasing Co., Ltd. • Services-equipment rental & leasing, nec • New York
