AZUL INVESTMENTS LLP as Issuer AZUL S.A. and AZUL LINHAS AÉREAS BRASILEIRAS S.A. as Guarantors and UMB BANK, NATIONAL ASSOCIATION as Trustee, Registrar, Transfer Agent and Paying Agent INDENTURE Dated as of September 28, 2023 7.500% Senior Notes Due 2030Indenture • May 16th, 2024 • Azul Sa • Air transportation, scheduled • New York
INDENTURE, dated as of September 28, 2023, among AZUL INVESTMENTS LLP, a Delaware limited liability partnership (the “Issuer”), AZUL S.A. and AZUL LINHAS AÉREAS BRASILEIRAS S.A., each a corporation (sociedade anônima) organized under the laws of the Federative Republic of Brazil, as the guarantors (the “Guarantors” and each a “Guarantor”), and UMB BANK, NATIONAL ASSOCIATION, as Trustee, Registrar, Transfer Agent and Paying Agent.
AZUL INVESTMENTS LLP as Issuer AZUL S.A. and AZUL LINHAS AÉREAS BRASILEIRAS S.A. as Guarantors and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank, National Association) as Trustee, Registrar, Transfer Agent and...Supplemental Indenture • May 16th, 2024 • Azul Sa • Air transportation, scheduled • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 14, 2023, among AZUL INVESTMENTS LLP, a Delaware limited liability partnership (the “Issuer”), AZUL S.A. and AZUL LINHAS AÉREAS BRASILEIRAS S.A., each a corporation (sociedade anônima) organized under the laws of the Federative Republic of Brazil, as the guarantors (the “Guarantors” and each a “Guarantor”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank, National Association), as trustee, registrar, transfer agent and paying agent (the “Trustee”).
PROVIDING FOR THE ISSUANCE OF NOTES IN SERIESIndenture • May 16th, 2024 • Azul Sa • Air transportation, scheduled • New York
INDENTURE, dated as of July 14, 2023 among Azul Secured Finance LLP, a limited liability partnership formed under the laws of the State of Delaware (the “Issuer”), Azul S.A., a Brazilian corporation (sociedade por ações) (“Azul”), as the parent guarantor (the “Parent Guarantor”), Azul Linhas Aéreas Brasileiras S.A., a Brazilian corporation (sociedade por ações) (“Azul Linhas”), IntelAzul S.A., a Brazilian corporation (sociedade por ações) (“IntelAzul”), ATS Viagens e Turismo Ltda. a Brazilian limited liability company (sociedade limitada) (“Azul Viagens”), Azul IP Cayman Holdco Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands, with its registered office at the offices of Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands and registration number 400853 (“IP HoldCo”), Azul IP Cayman Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands, with its
ContractIntercreditor Agreement • May 16th, 2024 • Azul Sa • Air transportation, scheduled
SUPPLEMENT NO. 1 (this “Representative Supplement”) dated as of July 20, 2023 to the INTERCREDITOR, COLLATERAL SHARING AND ACCOUNT AGREEMENT dated as of July 14, 2023 (the “Intercreditor Agreement”), among (i) AZUL SECURED FINANCE LLP, a Delaware limited liability partnership (the “Issuer”), (ii) AZUL S.A., a Brazilian corporation (the “Parent Guarantor”), (iii) the other Obligors party thereto as listed on Schedule I hereto, (iv) TMF BRASIL ADMINISTRAÇÃO E GESTÃO DE ATIVOS LTDA., as Brazilian collateral agent (the “Brazilian Collateral Agent”), (v) UMB Bank, N.A., as U.S. collateral agent and as trustee for the Notes (in such capacities, the “U.S. Collateral Agent” and the “Trustee,” respectively), (vi) AERCAP ADMINISTRATIVE SERVICES LIMITED, as representative of the AerCap Secured Parties (the “AerCap Representative”), (vii) VÓRTX DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS LTDA., as a representative of the Convertible Debentures Secured Parties (the “Convertible Debentures Repres
ContractIntercreditor Agreement • May 16th, 2024 • Azul Sa • Air transportation, scheduled
SUPPLEMENT NO. 2 (this “Representative Supplement No. 2”) dated as of October 31, 2023 to the INTERCREDITOR, COLLATERAL SHARING AND ACCOUNT AGREEMENT dated as of July 14, 2023 (as supplemented by Supplement No. 1 dated as of July 20, 2023 (the “Representative Supplement No. 1”) and this Representative Supplement No. 2, the “Intercreditor Agreement”)), among (i) AZUL SECURED FINANCE LLP, a Delaware limited liability partnership (the “Issuer”), (ii) AZUL S.A., a Brazilian corporation (the “Parent Guarantor”), (iii) the other Obligors party thereto as listed on Schedule I hereto, (iv) TMF BRASIL ADMINISTRAÇÃO E GESTÃO DE ATIVOS LTDA., as Brazilian collateral agent (the “Brazilian Collateral Agent”), (v) UMB Bank, N.A., as U.S. collateral agent and as trustee for the Notes (in such capacities, the “U.S. Collateral Agent” and the “Trustee,” respectively), (vi) AERCAP ADMINISTRATIVE SERVICES LIMITED, as representative of the AerCap Secured Parties (the “AerCap Representative”), (vii) VÓRTX D
INTERCREDITOR, COLLATERAL SHARING AND ACCOUNTS AGREEMENT Among AZUL SECURED FINANCE LLP, as the Issuer, AZUL S.A., as the Parent Guarantor, the other Obligors party hereto, TMF BRASIL ADMINISTRAÇÃO E GESTÃO DE ATIVOS LTDA., as Brazilian Collateral...Intercreditor, Collateral Sharing and Accounts Agreement • May 16th, 2024 • Azul Sa • Air transportation, scheduled • New York
INTERCREDITOR, COLLATERAL SHARING AND ACCOUNTS AGREEMENT, dated as of July 14, 2023 (this “Agreement”), among (i) AZUL SECURED FINANCE LLP, as issuer (the “Issuer”), (ii) AZUL S.A., as parent guarantor (the “Parent Guarantor”), (iii) the other Obligors (as defined in Section 1.01) party hereto, (iv) TMF BRASIL ADMINISTRAÇÃO E GESTÃO DE ATIVOS LTDA., as Brazilian collateral agent (the “Brazilian Collateral Agent”), (v) UMB Bank, N.A., as U.S. collateral agent and as trustee for the Notes (as defined in Section 1.01) (in such capacities, the “U.S. Collateral Agent” and the “Trustee,” respectively), (vi) AERCAP ADMINISTRATIVE SERVICES LIMITED, as representative of the AerCap Secured Parties (as defined in Section 1.01) (the “AerCap Representative”), (vii) VÓRTX DISTRIBUIDORA DE TÍTULOS E VALORES MOBILIÁRIOS LTDA., as a representative of the Convertible Debentures Secured Parties (as defined in Section 1.01) (the “Convertible Debentures Representative”), and (viii) each additional Represen
