SERVICING AGREEMENT (this Servicing Agreement) dated as of 18 June 2014 AMONG: WHEREAS:Servicing Agreement • July 25th, 2014 • Avolon Holdings LTD • Services-equipment rental & leasing, nec • New York
The parties hereto have entered into this Servicing Agreement for the purpose of appointing the Servicer as the sole and exclusive provider of Services to the Lessor and the Customer.
DATED March 14, 2014 AVOLON AEROSPACE (FUNDING 3) LIMITED AS BORROWER DEUTSCHE BANK TRUST COMPANY AMERICAS AS AGENT DEUTSCHE BANK TRUST COMPANY AMERICAS AS SECURITY TRUSTEE DEUTSCHE BANK AG, LONDON BRANCH AND CRÉDIT AGRICOLE CORPORATE AND INVESTMENT...Facility Agreement • July 25th, 2014 • Avolon Holdings LTD • Services-equipment rental & leasing, nec
CONFIDENTIAL TREATMENT REQUESTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION.Letter Agreement • July 25th, 2014 • Avolon Holdings LTD • Services-equipment rental & leasing, nec • Washington
This Purchase Agreement No. PA-03814 between The Boeing Company, a Delaware corporation, (Boeing) and Avolon Aerospace Leasing Limited, a Cayman Islands corporation, (Customer) relating to the purchase and sale of Model 737-800 aircraft together with all tables, exhibits, supplemental exhibits, letter agreements and other attachments thereto, if any, (Purchase Agreement) incorporates the terms and conditions (except as specifically set forth below) of the Aircraft General Terms Agreement dated as of December 18, 2009, and as further assigned and novated dated as of May 10, 2010, between the parties, identified as AGTA-VLN (AGTA).
DATED AS OF OCTOBER 16, 2013 among EMERALD AVIATION FINANCE LIMITED, as the Issuer WELLS FARGO BANK, N.A., as the Trustee, Cash Manager and Operating Bank, and BNP PARIBAS, as the Liquidity Facility Provider TRUST INDENTURETrust Indenture • July 25th, 2014 • Avolon Holdings LTD • Services-equipment rental & leasing, nec • New York
This TRUST INDENTURE, dated as of October 16, 2013 (this “Indenture”), is made among EMERALD AVIATION FINANCE LIMITED, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”), with its principal place of business at The Oval, Building 1, Shelbourne Road, Ballsbridge, Dublin 4, Ireland, WELLS FARGO BANK, N.A., in its capacities as the Trustee, Cash Manager and Operating Bank, and BNP PARIBAS, in its capacity as the Liquidity Facility Provider. Capitalized terms used herein shall have the respective meanings set forth or referred to in Article I hereto.
AMENDED AND RESTATED SECURITY TRUST AND GUARANTEE AGREEMENT Dated as of May 6, 2013 among AVOLON AEROSPACE (WAREHOUSE 1) LIMITED and THE ADDITIONAL GRANTORS REFERRED TO HEREIN as the Grantors and the Guarantors and DEUTSCHE BANK TRUST COMPANY AMERICAS...Security Trust and Guarantee Agreement • July 25th, 2014 • Avolon Holdings LTD • Services-equipment rental & leasing, nec • New York
This AMENDED AND RESTATED SECURITY TRUST AND GUARANTEE AGREEMENT (this “Agreement”), dated as of May 6, 2013, is made among AVOLON AEROSPACE (WAREHOUSE 1) LIMITED, an exempted company incorporated under the laws of the Cayman Islands (the “Borrower”), the Aircraft Owning Entities, the Applicable Intermediaries and other direct or indirect Subsidiaries of the Borrower listed on the signature pages of, or who otherwise become grantors under, this Agreement (each, a “Borrower Subsidiary”; such Borrower Subsidiaries, together with the Borrower, each a “Grantor” and collectively, the “Grantors”), DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), as administrative agent under the Credit Agreement defined and described below (in such capacity, the “Administrative Agent”), and THE BANK OF NEW YORK MELLON as Collateral Agent and as Account Bank.
FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 30, 2014 among AVOLON AEROSPACE (WAREHOUSE 1) LIMITED, as Borrower, AVOLON AEROSPACE LEASING LIMITED Individually and as Initial Servicer, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,...Credit Agreement • July 25th, 2014 • Avolon Holdings LTD • Services-equipment rental & leasing, nec • New York
THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT is made and entered into as of June 30, 2014 among AVOLON AEROSPACE (WAREHOUSE 1) LIMITED, an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Borrower”), AVOLON AEROSPACE LEASING LIMITED, an exempted company incorporated under the laws of the Cayman Islands with limited liability (“Avolon”), as initial Servicer hereunder and under the Servicing Agreement (Avolon in such capacity, or any successor servicer appointed pursuant to Section 12.3 or Section 13.2 hereof, the “Servicer”), CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, DEUTSCHE BANK AG, LONDON BRANCH, KfW IPEX-BANK GmbH, BNP PARIBAS SA, DBS BANK LTD and THE OTHER FINANCIAL INSTITUTIONS THAT BECOME PARTIES HERETO AS CLASS A LENDERS (together with any permitted successors and assigns, the “Class A Lenders”), DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), as agent (DBTCA in such capacity, or any successor appointed pursuant to Section
CONFIDENTIAL TREATMENT REQUESTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION.Letter Agreement • July 25th, 2014 • Avolon Holdings LTD • Services-equipment rental & leasing, nec • Washington
This Purchase Agreement No. PA-03815 between The Boeing Company, a Delaware corporation, (Boeing) and Avolon Aerospace Leasing Limited, a Cayman Islands corporation, (Customer) relating to the purchase and sale of Model 737-8 and 737-9 aircraft together with all tables, exhibits, supplemental exhibits, letter agreements and other attachments thereto, if any, (Purchase Agreement) incorporates the terms and conditions (except as specifically set forth below) of the Aircraft General Terms Agreement dated as of December 18, 2009, and as further assigned and novated dated as of May 10, 2010, between the parties, identified as AGTA-VLN (AGTA).
CONFIDENTIAL TREATMENT REQUESTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION. A320 PURCHASE AGREEMENT...A320 Purchase Agreement • July 25th, 2014 • Avolon Holdings LTD • Services-equipment rental & leasing, nec • England
AIRBUS S.A.S., a société par actions simplifiée, created and existing under French law having its registered office at 1 Rond-Point Maurice Bellonte, 31707 Blagnac-Cedex, France and registered with the Toulouse Registre du Commerce under number RCS Toulouse 383 474 814 (the “Seller”),
CONFIDENTIAL TREATMENT REQUESTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION. AMENDMENT N° 1 TO THE...A320 Purchase Agreement • July 25th, 2014 • Avolon Holdings LTD • Services-equipment rental & leasing, nec
AIRBUS S.A.S., a société par actions simplifiée, created and existing under French law having its registered office at 1 Rond-Point Maurice Bellonte, 31707 Blagnac-Cedex, France and registered with the Toulouse Registre du Commerce under number RCS Toulouse 383 474 814 (the “Seller”),
AMENDMENT AGREEMENT NO.1 DATED MAY 16, 2014 BETWEEN AVOLON AEROSPACE (FUNDING 3) LIMITED AS BORROWER DEUTSCHE BANK TRUST COMPANY AMERICAS AS AGENT DEUTSCHE BANK TRUST COMPANY AMERICAS AS SECURITY TRUSTEE DEUTSCHE BANK AG, LONDON BRANCH AND CRÉDIT...Agreement • July 25th, 2014 • Avolon Holdings LTD • Services-equipment rental & leasing, nec
CLIFFORD CHANCE LLPAvolon Holdings LTD • July 25th, 2014 • Services-equipment rental & leasing, nec • London
CONFIDENTIAL TREATMENT REQUESTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION. AMENDMENT N° 2 TO THE...A320 Purchase Agreement • July 25th, 2014 • Avolon Holdings LTD • Services-equipment rental & leasing, nec
AIRBUS S.A.S., a société par actions simplifiée, created and existing under French law having its registered office at 1 Rond-Point Maurice Bellonte, 31707 Blagnac-Cedex, France and registered with the Toulouse Registre du Commerce under number RCS Toulouse 383 474 814 (the “Seller”),
