EX-10.25



 Exhibit 10.25 

THIS DEED OF AMENDMENT NO.1 TO THE PROCEEDS DEED is dated 24 March 2014 and made between: 

 

	(1)	Avolon Aerospace (Funding 3) Limited 

 (as Borrower) 

 

	(2)	Deutsche Bank Trust Company Americas 

 (as Agent and Security
Trustee) 
  

	(3)	Deutsche Bank AG, London Branch and Crédit Agricole Corporate and Investment Bank 

 (as
Joint Lead Arranger) 
  

	(4)	National Australia Bank Limited 

 (as Co-arranger) 

 

	(5)	Deutsche Bank AG, London Branch, Crédit Agricole Corporate and Investment Bank, National Australia Bank Limited, HSBC Bank plc and DBS Bank Ltd 


(as Lenders) 
  

	(6)	Avolon Aerospace AOE 73 Limited and Avolon Aerospace AOE 68 Limited 

 (as Owners)

  

	(7)	Avolon Aerospace Leasing Limited (as Guarantor) 

  

	(8)	Avolon Aerospace Leasing Limited and Avolon Aerospace (Funding 3) Limited (as Subordinated Parties) 


We refer to the proceeds deed dated 14 March 2014 originally between the Borrower, the Agent, the Security Trustee, the Joint Lead Arrangers, the
Co-Arranger, the financial institutions named therein as lenders, the Guarantor and the Subordinated Parties (the “Proceeds Deed”) 

NOW IT IS AGREED as follows: 
 1. Capitalised words and
expressions used in this Deed (this Deed) shall have the meanings given to them in the Proceeds Deed (as defined therein or by reference to another document) unless the context otherwise requires. 

2. The parties agree that the Proceeds Deed will be amended by deleting paragraph (c) of the definition of “Business Day” in the Proceeds Deed
and replacing it with the following: 
  

	“(c)	for all other purposes, New York, Paris, Dublin, Sydney, London and Singapore.” 

 3. Miscellaneous. 

  
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	(a)	Except as expressly modified by this Deed, all of the terms and conditions of the Proceeds Deed shall remain unchanged and in full force and effect in accordance with their respective terms. 


 

	(b)	This Deed shall become effective as of the date hereof. 

  

	(c)	Clause 21 (Confidentiality) of the Proceeds Deed will apply as between the parties hereto as if set out in full herein mutatis mutandis. 


 

	(d)	This Deed shall not be amended or waived except by an instrument in writing signed by each of the parties hereto. 

  

	(e)	This Deed and any non-contractual obligations arising out of or in connection with this Deed shall be governed by and construed in accordance with English law and the provisions of clause 24 (Enforcement) of the
Proceeds Deed shall apply as between the parties hereto as if set out in full herein mutatis mutandis. 

  

	(f)	This Deed may be executed in any number of counterparts, and by each party on separate counterparts. Each counterpart is an original, but all counterparts shall together constitute one and the same instrument. Delivery
of a counterpart of this Deed by e-mail attachment shall be an effective mode of delivery. 

  

	(g)	The Borrower and the Agent agree that for the purposes of the Transaction Documents, this Deed will be a “Transaction Document”. 


 

	(h)	Pursuant to clause 1.2 (Instructions) of Schedule 8 (The Finance Parties) of the Facility Agreement, the Lenders hereby instruct the Agent to execute and pursuant to clause 14.2 of the Proceeds Deed, to
instruct the Security Trustee to execute this Deed. 

 This Deed has been entered into on the date stated at the beginning of this Deed and
has been executed as a deed by the Parties and is intended to be and is delivered by them as a deed on the date specified above. 

  
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	 EXECUTED as a DEED by
	  	)	  	 /s/ Deirdre Ni Chearbhaill

	 AVOLON AEROSPACE (FUNDING 3)
	  	)	  	 Deirdre Ni Chearbhaill

	 LIMITED as Borrower
	  	)	  	 Authorized Signatory

	 acting by:
	  	)	  	
	 in the presence of:
	  	)	  	

 Signature of witness: /s/ T. Gathercole 

Name of Witness: T. Gathercole 

  
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	EXECUTED as a DEED by	  	)	 	 /s/ Deirdre Ni Chearbhaill

	AVOLON AEROSPACE LEASING	  	)	 	 Deirdre Ni Chearbhaill

	LIMITED as Guarantor	  	)	 	 Authorized Signatory

	acting by:	  	)	 	
	in the presence of:	  	)	 	

  

	
	Signature of witness: /s/ T. Gathercole
	
	Name of Witness: T. Gathercole


  
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	EXECUTED as a DEED by	 	)
	DEUTSCHE BANK TRUST COMPANY	 	)
	AMERICAS as Agent	 	)
		 	)
	By its authorised signatories:	 	)

  

	
	 /s/ Melissa Sadler

	Signature
	
	Melissa Sadler
	 Vice President

	Name
	
	 /s/ Youngmi Park

	Signature
	
	Youngmi Park
	 Vice President

	Name


  
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	 EXECUTED as a DEED by
	 	)
	 DEUTSCHE BANK TRUST COMPANY
	 	)
	 AMERICAS as Security Trustee
	 	)
		 	)
	 By its authorised signatories:
	 	)

  

	
	 /s/ Dominador S. De Guzman III

	 Signature

	
	             Dominador S. De Guzman III

	             Assistant Vice
President

	 Name

	
	 /s/ Youngmi Park

	 Signature

	
	            Youngmi Park
	             Vice President

	Name


  
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	EXECUTED as a DEED by	  	)	    		 	
	DEUTSCHE BANK AG, LONDON	  	)	    	/s/ Richard Moody	 	/s/ Zach Veitch
	BRANCH as Joint Lead Arranger	  	)	    	Richard Moody	 	Zach Veitch
	acting by:	  	)	    	Managing Director	 	Director
	in the presence of:	  	)	    		 	
				
	Signature of witness: /s/ Jose Fernandez-Pirle	  		    		 	
				
	Name of Witness: Jose Fernandez-Pirle	  		    		 	


  
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	EXECUTED as a DEED by	  	)	    	/s/ Alfonso Pereda Revuelta	 	/s/ Sébastien Maetz
	CRÉDIT AGRICOLE CORPORATE AND	  	)	    	Alfonso Pereda Revuelta	 	Sébastien Maetz
	INVESTMENT BANK as Joint Lead Arranger	  	)	    		 	
	acting by:	  	)	    		 	
	in the presence of:	  	)	    		 	
				
	Signature of witness: /s/ Julien Clamou	  		    		 	
				
	Name of Witness: Julien Clamou	  		    		 	


  
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	EXECUTED as a DEED by	  	)	  	
	NATIONAL AUSTRALIA BANK	  	)	  	 /s/ Margaret Comninos

	LIMITED as Co-arranger	  	)	  	 Margaret Comninos

	acting by:	  	)	  	
	in the presence of:	  	)	  	
			
	Signature of witness: /s/ Jackson Flint	  		  	
			
	Name of Witness: Jackson Flint	  		  	


  
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	EXECUTED as a DEED by	  	)	    		 	
	DEUTSCHE BANK AG, LONDON	  	)	    	/s/ Richard Moody	 	/s/ Zach Veitch
	BRANCH as Lender	  	)	    	Richard Moody	 	Zach Veitch
	acting by:	  	)	    	Managing Director	 	Director
	in the presence of:	  	)	    		 	
				
	Signature of witness: /s/ Jose Fernandez-Pirle	  		    		 	
				
	Name of Witness: Jose Fernandez-Pirle	  		    		 	


  
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	EXECUTED as a DEED by	  	)	    		    	
	CRÉDIT AGRICOLE CORPORATE 	  	)	    	/s/ Alfonso Pereda Revuelta	    	/s/ Sébastien Maetz
	AND INVESTMENT BANK as Lender	  	)	    	Alfonso Pereda Revuelta	    	Sébastien Maetz
	acting by:	  	)	    		    	
	in the presence of:	  	)	    		    	
				
	Signature of witness: /s/ Julien Clamou 	  		    		    	
				
	Name of Witness: Julien Clamou	  		    		    	


  
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	EXECUTED as a DEED by	  	)	  	
	NATIONAL AUSTRALIA BANK	  	)	  	 /s/ Margaret Comninos

	LIMITED acting through its Offshore	  	)	  	 Margaret Comninos

	Business Unit, as Lender	  	)	  	
	acting by:	  	)	  	
	in the presence of:	  	)	  	
			
	Signature of witness: /s/ Jackson Flint	  		  	
			
	Name of Witness: Jackson Flint	  		  	


  
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	EXECUTED as a DEED by	  	)	  	
	HSBC BANK PLC as Lender	  	)	  	 /s/ Thomas Kilraine

	acting by:	  	)	  	 Thomas Kilraine

	in the presence of:	  	)	  	
			
	Signature of witness: /s/ Mark McDonagh	  		  	
			
	Name of Witness: Mark McDonagh	  		  	


  
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	EXECUTED as a DEED by	  	)	  	
	DBS BANK LTD as Lender	  	)	  	 /s/ Rita So

	acting by:	  	)	  	 Rita So

	in the presence of:	  	)	  	 Attorney-in-fact

			
	Signature of witness: /s/ Linda Chandra	  		  	
			
	Name of Witness: Linda Chandra	  		  	


  
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	EXECUTED as a DEED by	  	)	  	
	AVOLON AEROSPACE AOE	  	)	  	 /s/ Deirdre Ni Chearbhaill

	73 LIMITED as Owner	  	)	  	 Deirdre Ni Chearbhaill

	acting by:	  	)	  	 Authorized Signatory

	in the presence of:	  		  	

 Signature of witness: /s/ T. Gathercole 

Name of Witness: T. Gathercole 

  
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	 EXECUTED as a DEED by
	  	 	)	  	  	
	 AVOLON AEROSPACE AOE
	  	 	)	  	  	 /s/ Deirdre Ni Chearbhaill

	 68 LIMITED as Owner
	  	 	)	  	  	 Deirdre Ni Chearbhaill

	 acting by:
	  	 	)	  	  	 Authorized Signatory

	 in the presence of:
	  	 	)	  	  	

 Signature of witness: /s/ T. Gathercole 

Name of Witness: T. Gathercole 

  
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	EXECUTED as a DEED By	  	)	  	
	AVOLON AEROSPACE (FUNDING 3)	  	)	  	 /s/ Deirdre Ni Chearbhaill

	LIMITED as Subordinated Party	  	)	  	 Deirdre Ni Chearbhaill

	acting by:	  	)	  	 Authorised Signatory

	in the presence of:	  	)	  	
			
	Signature of witness: /s/ T. Gathercole 	  		  	
			
	Name of Witness: T. Gathercole	  		  	


  
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	EXECUTED as a DEED By	  	)	  	
	AVOLON AEROSPACE LEASING	  	)	  	 /s/ Deirdre Ni Chearbhaill

	LIMITED as Subordinated Party	  	)	  	 Deirdre Ni Chearbhaill

	acting by:	  	)	  	 Authorised Signatory

	in the presence of:	  	)	  	

 Signature of witness: /s/ T. Gathercole 

Name of Witness: T. Gathercole 

  
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