EX-10.8



 Exhibit 10.8 

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. 

PURCHASE AGREEMENT NUMBER PA-03815 

between 
 THE BOEING
COMPANY 
 and 

AVOLON AEROSPACE LEASING LIMITED 

Relating to Boeing Model 737-8 and 737-9 Aircraft 

  

					
	VLS-PA-03815	 		 	 PA Page 1

		 	BOEING PROPRIETARY	 	









 TABLE OF CONTENTS 

 

					
	 ARTICLES
	  	
			
	 Article 1.
	  	Quantity, Model and Description	  	PA Page 1
	 Article 2.
	  	Delivery Schedule	  	PA Page 1
	 Article 3.
	  	Price	  	PA Page 1
	 Article 4.
	  	Payment	  	PA Page 1
	 Article 5.
	  	Additional Terms	  	PA Page 2
		
	 TABLES
	  	
			
	 1A.
	  	737-8 Aircraft Information Table	  	
	 1B.
	  	737-9 Aircraft Information Table	  	
		
	 EXHIBITS
	  	
			
	 A1.
	  	737-8 Aircraft Configuration	  	EXA1 Page 1
	 A2.
	  	737-9 Aircraft Configuration	  	EXA2 Page 1
	 B.
	  	Aircraft Delivery Requirements and Responsibilities	  	EXB Page 1
		
	 SUPPLEMENTAL EXHIBITS
	  	
			
	 AE1.
	  	Escalation Adjustment/Airframe and Optional Features	  	AE1 Page 1
	 BFE1.
	  	BFE Variables	  	BFE1 Page 1
	 CS1-1.
	  	Customer Support Variables	  	CS1-1 Page 1
	 CS1-2.
	  	Customer Support Variables	  	CS1-2 Page 1
	 CS1-3.
	  	Customer Support Variables	  	CS1-3 Page 1
	 EE1.
	  	Engine Escalation Engine Warranty and Patent Indemnity	  	EE1 Page 1
	 SLP1.
	  	Service Life Policy Components	  	
		
	 LETTER AGREEMENTS
	  	
			
	 LA-1208469
	  	Assignment of Customer’s Interest to Subsidiary or Affiliate	  	LA Page 1
	 LA-1208470
	  	Loading of Customer Software	  	LA Page 1
	 LA-1208471
	  	Open Matters for 737-8 and 737-9 Aircraft	  	LA Page 1
	 LA-1208472
	  	Seller Purchased Equipment	  	LA Page 1
	 LA-1208473
	  	Export-Import Bank Financing Application Disclosure	  	LA Page 1
	 LA-1208474
	  	Leasing Matters	  	LA Page 1
	 LA-1208475
	  	Liquidated Damages ****	  	LA Page 1
	 LA-1208476
	  	Performance Matters	  	LA Page 1
	 LA-1208477
	  	Aircraft Model Substitution	  	LA Page 1
	 LA-1208478
	  	****	  	
	 LA-1208479
	  	Assignment of Customer’s Interest for Securing Advance Payment Financing	  	LA Page 1
	 LA-1208480
	  	****Escalation Program	  	LA Page 1
	 LA-1208481
	  	Special Matters	  	LA Page 1
	 LA-1209347
	  	****	  	


  

					
	VLS-PA-03815	 		 	 June 1, 2012

PA Page 1

		 	BOEING PROPRIETARY	 	









 Purchase Agreement No. PA-03815 

between 
 The Boeing
Company 
 and 

Avolon Aerospace Leasing Limited 

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). 
 1. Quantity, Model and Description. 

The aircraft to be delivered to Customer will be designated as Model 737-8 aircraft (737-8 Aircraft) and Model 737-9 aircraft
(737-9 Aircraft) (collectively, the Aircraft). Boeing will manufacture and sell to Customer Aircraft conforming to the configurations described in Exhibit A1 and Exhibit A2 in the quantities listed in Table 1A and Table 1B
(collectively Table 1) to the Purchase Agreement. 
 2. Delivery Schedule. 

The scheduled months of delivery of the Aircraft are listed in the attached Table 1. Exhibit B describes certain responsibilities
for both Customer and Boeing in order to accomplish the delivery of the Aircraft. 
 3. Price. 

3.1 Aircraft Basic Price. The Aircraft Basic Price is listed in Table 1 and is subject to escalation in accordance with the terms
of this Purchase Agreement. 
 3.2 Advance Payment Base Prices. The Advance Payment Base Prices listed in Table 1 were
calculated using the 737-8 Airframe Price, average optional features price, and average SPE as of the date of this Purchase Agreement escalated at a rate of ****per year to the scheduled delivery year.

 4. Payment. 
 4.1 Boeing
acknowledges receipt of a deposit in the amount shown in Table 1 for each Aircraft (Deposit). 
 4.2 The standard advance
payment schedule for the Aircraft requires Customer to make certain advance payments, expressed in a percentage of the Advance Payment Base Price of each Aircraft beginning with a payment of ****, less the Deposit, on the effective date of
the Purchase Agreement for the Aircraft. Additional advance payments for each Aircraft are due as specified in and on the first business day of the months listed in the attached Table 1. 

  

					
	VLS -PA-03815	 		 	PA Page 1
		 	BOEING PROPRIETARY	 	









 4.3 For any Aircraft whose scheduled month of delivery is less than twenty-four (24) months from the date of this Purchase Agreement, the total amount of advance payments due for payment upon signing of this Purchase Agreement will include all advance payments which are past
due in accordance with the standard advance payment schedule set forth in paragraph 4.2 above. 
 4.4 Customer will pay the balance of
the Aircraft Price of each Aircraft at delivery. 
 5. Additional Terms. 

5.1 Aircraft Information Table. Table 1 consolidates information contained in Articles 1, 2, 3 and 4 with
respect to (i) quantity of Aircraft, (ii) applicable Detail Specification, (iii) month and year of scheduled deliveries, (iv) Aircraft Basic Price, (v) applicable escalation factors and (vi) Advance Payment Base Prices
and advance payments and their schedules. 
 5.2 Escalation Adjustment/Airframe and Optional Features. Supplemental Exhibit AE1
contains the applicable airframe and optional features escalation formula. 
 5.3 Buyer Furnished Equipment Variables. Supplemental
Exhibit BFE1 contains supplier selection dates, on dock dates and other variables applicable to the Aircraft. 
 5.4 Customer
Support Variables. Supplemental Exhibits CS1-1, CS1-2, and CS1-3 contain the customer support variables applicable to information, training, services and other things to be furnished by Boeing in support of the Aircraft to be leased by
Customer. In accordance with Letter Agreement VLS-PA-03815-LA-1208474 to the Purchase Agreement Boeing will identify which Supplemental Exhibit is applicable to each of Customer’s lessees. 

5.5 Engine Escalation Variables. Supplemental Exhibit EE1 describes the applicable engine escalation formula and contains the
engine warranty and the engine patent indemnity for the Aircraft. 
 5.6 Service Life Policy Component Variables. Supplemental
Exhibit SLP1 lists the SLP Components covered by the Service Life Policy for the Aircraft. 
 5.7 Public Announcement. Boeing
reserves the right to make a public announcement regarding Customer’s purchase of the Aircraft upon approval of Boeing’s press release by Customer’s public relations department or other authorized representative. 

5.8 Negotiated Agreement; Entire Agreement. This Purchase Agreement, including the provisions of Article 8.2 of the AGTA relating
to insurance, and Article 11 of Part 2 of Exhibit C of the AGTA relating to DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES, has been the subject of discussion and negotiation and is understood by
the parties; the Aircraft Price and other agreements of the parties stated in this Purchase Agreement were arrived at in consideration of such provisions. This Purchase Agreement, including the AGTA, contains the entire agreement between the parties
and supersedes all previous proposals, understandings, commitments or representations whatsoever, oral or written, and may be changed only in writing signed by authorized representatives of the parties. 

  

					
	VLS -PA-03815	 		 	PA Page 2
		 	BOEING PROPRIETARY	 	









 AGREED AND ACCEPTED this 
  

			
	   September 18, 2012
	  	
	  Date	  	
		
	  THE BOEING COMPANY	  	  AVOLON AEROSPACE Leasing LIMITED
		
	   /s/ Jeffery J. Solomon
	  	   /s/ Tom Ashe

	  Signature	  	  Signature
		
	   Jeffery J. Solomon
	  	   Tom Ashe

	  Printed name	  	  Printed name
		
	   Attorney-in-Fact
	  	   Director

	  Title	  	  Title


  

					
	VLS -PA-03815	 		 	PA Page 3
		 	BOEING PROPRIETARY	 	









 Table 1A To 

Purchase Agreement No. PA-03815 

Aircraft Delivery, Description, Price and Advance Payments 
  

													
	 Airframe Model/MTOW:
	 	737-8	  	****	    		    	Detail Specification:	  	****
	 Engine Model/Thrust:
	 	CFM-LEAP-1B	  	****	    		    	Airframe Price Base Year/****Formula:	  	****	  	****
	 Airframe Price:
	 		  	****	    		    	Engine Price Base Year/****Formula:	  	****	  	****
	 Optional Features:
	 		  	****	    		    		  		  	
		 		  	  
	    		    		  		  	
	 Sub-Total of Airframe and Features:
	 		  	****	    		    	Airframe Escalation Data:	  		  	
	 Engine Price (Per Aircraft):
	 		  	****	    		    	Base Year Index (ECI):	  	****	  	
	 Aircraft Basic Price (Excluding BFE/SPE):
	 		  	****	    		    	Base Year Index (CPI):	  	****	  	
		 		  	  
	    		    		  		  	
	 Buyer Furnished Equipment (BFE) Estimate:
	 		  	****	    		    		  		  	
	 Seller Purchased Equipment (SPE) Estimate:
	 		  	****	    		    		  		  	
		 		  		    		    		  		  	
	 Deposit per Aircraft:
	 		  	****	    		    		  		  	

  

																					
	 Delivery Date
	  	 Number of
Aircraft
	 	 Manufacturer’s
Serial No.
	 	 ****

Factor
(Airframe)
	  	 Lessee
	  	 Configuration
Exhibit
	 	 ****

Estimate
Adv Payment Base
Price Per A/P
	  	  

Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

	  	 	 	  	  	 	  	
    ****    
	  	
    ****    
	  	
    ****    
	  	
    ****    

	 ****
	  	****	 	****	 	****	  		  		 	****	  	****	  	****	  	****	  	****
	 ****
	  		 	****	 	****	  		  		 	****	  	****	  	****	  	****	  	****
	 ****
	  		 	****	 	****	  		  		 	****	  	****	  	****	  	****	  	****
	 ****
	  	****	 	****	 	****	  		  		 	****	  	****	  	****	  	****	  	****
	 ****
	  		 	****	 	****	  		  		 	****	  	****	  	****	  	****	  	****
	 ****
	  		 	****	 	****	  		  		 	****	  	****	  	****	  	****	  	****
	 ****
	  	****	 	****	 	****	  		  		 	****	  	****	  	****	  	****	  	****
	 ****
	  		 	****	 	****	  		  		 	****	  	****	  	****	  	****	  	****
	 ****
	  		 	****	 	****	  		  		 	****	  	****	  	****	  	****	  	****
	 ****
	  	****	 	****	 	****	  		  		 	****	  	****	  	****	  	****	  	****
	 ****
	  		 	****	 	****	  		  		 	****	  	****	  	****	  	****	  	****
	 ****
	  		 	****	 	****	  		  		 	****	  	****	  	****	  	****	  	****
	 ****
	  	****	 	****	 	****	  		  		 	****	  	****	  	****	  	****	  	****
	 ****
	  		 	****	 	****	  		  		 	****	  	****	  	****	  	****	  	****
	 ****
	  		 	****	 	****	  		  		 	****	  	****	  	****	  	****	  	****
	 ****
	  	****	 	****	 	****	  		  		 	****	  	****	  	****	  	****	  	****
	 ****
	  		 	****	 	****	  		  		 	****	  	****	  	****	  	****	  	****
	 ****
	  		 	****	 	****	  		  		 	****	  	****	  	****	  	****	  	****
	 ****
	  	****	 	****	 	****	  		  		 	****	  	****	  	****	  	****	  	****

  

					
	VLS-PA-03815 APR-61780	 	Boeing Proprietary	 	Page 1








 Table 1A To 

Purchase Agreement No. PA-03815 

Aircraft Delivery, Description, Price and Advance Payments 
  

																					
	 Delivery Date
	  	Number of
Aircraft	 	Manufacturer’s
Serial No.	 	****
Factor
(Airframe)	 	Lessee	  	Configuration
Exhibit	  	****
Estimate
Adv Payment Base
Price Per A/P	 	  

Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

	  	 	 	 	  	  	 	****	 	****	 	****	 	****
	 ****
	  		 	****	 	****	 		  		  	****	 	****	 	****	 	****	 	****
	 ****
	  		 	****	 	****	 		  		  	****	 	****	 	****	 	****	 	****
	 ****
	  	****	 	****	 	****	 		  		  	****	 	****	 	****	 	****	 	****
	 ****
	  		 	****	 	****	 		  		  	****	 	****	 	****	 	****	 	****
	 ****
	  		 	****	 	****	 		  		  	****	 	****	 	****	 	****	 	****
	 ****
	  	****	 	****	 	****	 		  		  	****	 	****	 	****	 	****	 	****
	 ****
	  		 	****	 	****	 		  		  	****	 	****	 	****	 	****	 	****
	 ****
	  		 	****	 	****	 		  		  	****	 	****	 	****	 	****	 	****
	 ****
	  	****	 	****	 	****	 		  		  	****	 	****	 	****	 	****	 	****
	 ****
	  		 	****	 	****	 		  		  	****	 	****	 	****	 	****	 	****
	 ****
	  		 	****	 	****	 		  		  	****	 	****	 	****	 	****	 	****
	 Total:
	  	10	 		 		 		  		 		 		 	

 **** 
 **** 

 

					
	VLS-PA-03815 APR-61780	 	Boeing Proprietary	 	Page 2








 Table 1b To 

Purchase Agreement No. PA-03815 

Aircraft Delivery, Description, Price and Advance Payments 
  

													
	 Airframe Model/MTOW:
	  	737-9	  	****	  		  	Detail Specification:	  	****
	 Engine Model/Thrust:
	  	CFM-LEAP-1B	  	****	  		  	Airframe Price Base Year/****Formula:	  	****	  	****
	 Airframe Price:
	  		  	****	  		  	Engine Price Base Year/****Formula:	  	****	  	****
	 Optional Features:
	  		  	****	  		  		  		  	
		  		  	  
	  		  		  		  	
	 Sub-Total of Airframe and Features:
	  		  	****	  		  	Airframe Escalation Data:	  		  	
	 Engine Price (Per Aircraft):
	  		  	****	  		  	Base Year Index (ECI):	  	****	  	
	 Aircraft Basic Price (Excluding BFE/SPE):
	  		  	****	  		  	Base Year Index (CPI):	  	****	  	
		  		  	  
	  		  		  		  	
	 Buyer Furnished Equipment (BFE) Estimate:
	  		  	****	  		  		  		  	
	 Seller Purchased Equipment (SPE) Estimate:
	  		  	****	  		  		  		  	
	 Deposit per Aircraft:
	  		  	****	  		  		  		  	

  

																					
	 Delivery Date
	  	 Number of
Aircraft
	  	 Manufacturer’s
Serial

No.
	  	 ****

Factor
(Airframe)
	  	 Lessee
	  	 Configuration
Exhibit
	  	 ****

Estimate
Adv Payment Base
Price Per A/P
	  	  

Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

	  	  	  	  	  	  	  	 ****
	  	 ****
	  	 ****
	  	 ****

	 ****
	  	****	  	****	  	****	  		  		  	****	  	****	  	****	  	****	  	****
	 ****
	  		  	****	  	****	  		  		  	****	  	****	  	****	  	****	  	****
	 ****
	  		  	****	  	****	  		  		  	****	  	****	  	****	  	****	  	****
	 ****
	  	****	  	****	  	****	  		  		  	****	  	****	  	****	  	****	  	****
	 ****
	  		  	****	  	****	  		  		  	****	  	****	  	****	  	****	  	****
	 ****
	  		  	****	  	****	  		  		  	****	  	****	  	****	  	****	  	****
	 ****
	  	****	  	****	  	****	  		  		  	****	  	****	  	****	  	****	  	****
	 ****
	  		  	****	  	****	  		  		  	****	  	****	  	****	  	****	  	****
	 ****
	  		  	****	  	****	  		  		  	****	  	****	  	****	  	****	  	****
	 ****
	  	****	  	****	  	****	  		  		  	****	  	****	  	****	  	****	  	****
	 ****
	  		  	****	  	****	  		  		  	****	  	****	  	****	  	****	  	****
	 ****
	  		  	****	  	****	  		  		  	****	  	****	  	****	  	****	  	****
	 ****
	  	****	  	****	  	****	  		  		  	****	  	****	  	****	  	****	  	****
	 ****
	  		  	****	  	****	  		  		  	****	  	****	  	****	  	****	  	****
	 ****
	  		  	****	  	****	  		  		  	****	  	****	  	****	  	****	  	****
	 ****
	  	****	  	****	  	****	  		  		  	****	  	****	  	****	  	****	  	****
	 ****
	  		  	****	  	****	  		  		  	****	  	****	  	****	  	****	  	****
	 ****
	  		  	****	  	****	  		  		  	****	  	****	  	****	  	****	  	****

  

					
	VLS-PA-03815 APR-61781	 	Boeing Proprietary	 	Page 3








 Table 1A To 

Purchase Agreement No. PA-03815 

Aircraft Delivery, Description, Price and Advance Payments 
  

																					
	 Delivery Date
	  	 Number of
Aircraft
	  	 Manufacturer’s
Serial

No.
	  	 ****

Factor
(Airframe)
	  	 Lessee
	  	 Configuration
Exhibit
	  	 ****

Estimate
Adv Payment Base
Price Per A/P
	  	  

Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):

	  	  	  	  	  	  	  	 ****
	  	 ****
	  	 ****
	  	 ****

	 ****
	  	****	  	****	  	****	  		  		  	****	  	****	  	****	  	****	  	****
	 ****
	  		  	****	  	****	  		  		  	****	  	****	  	****	  	****	  	****
	 ****
	  		  	****	  	****	  		  		  	****	  	****	  	****	  	****	  	****
	 ****
	  	****	  	****	  	****	  		  		  	****	  	****	  	****	  	****	  	****
	 ****
	  		  	****	  	****	  		  		  	****	  	****	  	****	  	****	  	****
	 ****
	  		  	****	  	****	  		  		  	****	  	****	  	****	  	****	  	****
	 ****
	  	****	  	****	  	****	  		  		  	****	  	****	  	****	  	****	  	****
	 ****
	  		  	****	  	****	  		  		  	****	  	****	  	****	  	****	  	****
	 ****
	  		  	****	  	****	  		  		  	****	  	****	  	****	  	****	  	****
	 ****
	  	****	  	****	  	****	  		  		  	****	  	****	  	****	  	****	  	****
	 ****
	  		  	****	  	****	  		  		  	****	  	****	  	****	  	****	  	****
	 ****
	  		  	****	  	****	  		  		  	****	  	****	  	****	  	****	  	****
	 Total:
	  	10	  		  		  		  		  		  		  		  		  	

 **** 
 **** 

**** 
  

					
	VLS-PA-03815 APR-61781	 	Boeing Proprietary	 	Page 4








 AIRCRAFT CONFIGURATION 

between 
 THE BOEING
COMPANY 
 and 

AVOLON AEROSPACE LEASING LIMITED 

Exhibit A1 to Purchase Agreement Number PA-03815 

  

					
	VLS-PA-03815-EXA1	 		 	
		 	BOEING PROPRIETARY	 	









 Exhibit A1 

AIRCRAFT CONFIGURATION 

relating to 
 BOEING
MODEL 737-8 AIRCRAFT 
 The content of this Exhibit A1 will be defined pursuant to the provisions of Letter Agreement
VLS-PA-03815-LA-1208471 to the Purchase Agreement, entitled “Open Matters for 737-8 and 737-9 Aircraft”. 

  

					
	VLS-PA-03815-EXA1	 		 	EXA1 Page 1
		 	BOEING PROPRIETARY	 	









 AIRCRAFT CONFIGURATION 

between 
 THE BOEING
COMPANY 
 and 

AVOLON AEROSPACE LEASING LIMITED 

Exhibit A2 to Purchase Agreement Number PA-03815 

  

					
	VLS -PA-03815-EXA2	 		 	
		 	BOEING PROPRIETARY	 	









 Exhibit A2 

AIRCRAFT CONFIGURATION 

relating to 
 BOEING
MODEL 737-9 AIRCRAFT 
 The content of this Exhibit A2 will be defined pursuant to the provisions of Letter Agreement
VLS-PA-03815-LA-1208471 to the Purchase Agreement, entitled “Open Matters for 737-8 and 737-9 Aircraft”. 

  

					
	VLS -PA-03815-EXA2	 		 	EXA2 Page 1
		 	BOEING PROPRIETARY	 	









 AIRCRAFT DELIVERY REQUIREMENTS AND 

RESPONSIBILITIES 

between 
 THE BOEING
COMPANY 
 and 

AVOLON AEROSPACE LEASING LIMITED 

Exhibit B to Purchase Agreement Number PA-03815 

  

					
	VLS -PA-03815-EXB	 		 	
		 	BOEING PROPRIETARY	 	









 Exhibit B 

AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES 

relating to 
 BOEING
MODEL 737-8 and 737-9 AIRCRAFT 
 Both Boeing and Customer have certain documentation and approval responsibilities at various
times during the construction cycle of Customer’s Aircraft that are critical to making the delivery of each Aircraft a positive experience for both parties. This Exhibit B documents those responsibilities and indicates recommended
completion deadlines for the actions to be accomplished. 
 1. GOVERNMENT DOCUMENTATION REQUIREMENTS. 

Certain actions are required to be taken by Customer in advance of the scheduled delivery month of each Aircraft with respect to obtaining
certain government issued documentation. 
 1.1 Airworthiness and Registration Documents. Not later than six (6) months prior to
delivery of each Aircraft, Customer will notify Boeing of the registration number to be painted on the side of the Aircraft. In addition, and not later than three (3) months prior to delivery of each Aircraft, Customer will, by
letter to the regulatory authority having jurisdiction, authorize the temporary use of such registration numbers by Boeing during the pre-delivery testing of the Aircraft. 

Customer is responsible for furnishing any Temporary or Permanent Registration Certificates required by any governmental authority having
jurisdiction to be displayed aboard the Aircraft after delivery. 
 1.2 Certificate of Sanitary Construction. 

1.2.1 U.S. Registered Aircraft. Boeing will obtain from the United States Public Health Service, a United States Certificate of Sanitary
Construction to be displayed aboard each Aircraft after delivery to Customer. The above Boeing obligation only applies to commercial passenger-configured aircraft. 

1.2.2 Non-U.S. Registered Aircraft. If Customer requires a United States Certificate of Sanitary Construction at the time of delivery of the
Aircraft, Customer will give written notice thereof to Boeing at least three (3) months prior to delivery. Boeing will then use commercially reasonable efforts to obtain the Certificate from the United States Public Health Service and present
it to Customer at the time of Aircraft delivery. The above Boeing obligation only applies to commercial passenger-configured aircraft. 

1.3 Customs Documentation. 

1.3.1 Import Documentation. If the Aircraft is intended to be exported from the United States, Customer must notify Boeing not later
than three (3) months prior to delivery of each Aircraft of any documentation required by the customs authorities or by any other agency of the country of import. 

1.3.2 General Declaration - U.S. If the Aircraft is intended to be exported from the United
States, Boeing will prepare Customs Form 7507, General Declaration, 

  

					
	VLS -PA-03815-EXB	 		 	EXB Page 1
		 	BOEING PROPRIETARY	 	









 
for execution by U.S. Customs immediately prior to the ferry flight of the Aircraft. For this purpose, Customer will furnish to Boeing not later than twenty (20) days prior to
delivery all information required by U.S. Customs and Border Protection, including without limitation (i) a complete crew and passenger list identifying the names, birth dates, passport numbers and passport expiration dates of all crew and
passengers and (ii) a complete ferry flight itinerary, including point of exit from the United States for the Aircraft. 
 If Customer
intends, during the ferry flight of an Aircraft, to land at a U.S. airport after clearing Customs at delivery, Customer must notify Boeing not later than twenty (20) days prior to delivery of such intention. If Boeing receives such
notification, Boeing will provide to Customer the documents constituting a Customs permit to proceed, allowing such Aircraft to depart after any such landing. Sufficient copies of completed Form 7507, along with passenger manifest, will be
furnished to Customer to cover U.S. stops scheduled for the ferry flight. 
 1.3.3 Export Declaration
- U.S. If the Aircraft is intended to be exported from the United States following delivery, and (i) Customer is a non-U.S. customer, Boeing will file an export declaration electronically with U.S.
Customs and Border Protection (CBP), or (ii) Customer is a U.S. customer, it is the responsibility of the U.S. customer, as the exporter of record, to file the export declaration with CBP. 

2. Insurance Certificates. 
 Unless
provided earlier, Customer will provide to Boeing not later than thirty (30) days prior to delivery of the first Aircraft, a copy of the requisite annual insurance certificate in accordance with the requirements of Article 8 of the
AGTA. 
 3. NOTICE OF FLYAWAY CONFIGURATION. 

Not later than twenty (20) days prior to delivery of the Aircraft, Customer will provide to Boeing a configuration letter stating
the requested “flyaway configuration” of the Aircraft for its ferry flight. This configuration letter should include: 
  

	 	(i)	the name of the company which is to furnish fuel for the ferry flight and any scheduled post-delivery flight training, the method of payment for such fuel, and fuel load for the ferry flight; 


 

	 	(ii)	the cargo to be loaded and where it is to be stowed on board the Aircraft, the address where cargo is to be shipped after flyaway and notification of any hazardous materials requiring special handling;


  

	 	(iii)	any BFE equipment to be removed prior to flyaway and returned to Boeing BFE stores for installation on Customer’s subsequent Aircraft; 


 

	 	(iv)	a complete list of names and citizenship of each crew member and non-revenue passenger who will be aboard the ferry flight; and 

  

	 	(v)	a complete ferry flight itinerary. 


  

					
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 4. DELIVERY ACTIONS BY BOEING. 

4.1 Schedule of Inspections. All FAA, Boeing, Customer and, if required, U.S. Customs Bureau inspections will be scheduled by Boeing
for completion prior to delivery or departure of the Aircraft. Customer will be informed of such schedules. 
 4.2 Schedule of
Demonstration Flights. All FAA and Customer demonstration flights will be scheduled by Boeing for completion prior to delivery of the Aircraft. 

4.3 Schedule for Customer’s Flight Crew. Boeing will inform Customer of the date that a flight crew is required for acceptance
routines associated with delivery of the Aircraft. 
 4.4 Fuel Provided by Boeing. Boeing will provide to Customer, without charge,
the amount of fuel shown in U.S. gallons in the table below for the model of Aircraft being delivered and full capacity of engine oil at the time of delivery or prior to the ferry flight of the Aircraft. 

 

					
	 Aircraft Model
	  	****	 
	 737
	  	 	****	  

 4.5 Flight Crew and Passenger Consumables. Boeing will provide reasonable quantities of food, coat
hangers, towels, toilet tissue, drinking cups and soap for the first segment of the ferry flight for the Aircraft. 
 4.6 Delivery
Papers, Documents and Data. Boeing will have available at the time of delivery of the Aircraft certain delivery papers, documents and data for execution and delivery. If title for the Aircraft will be transferred to Customer through a Boeing
subsidiary and if the Aircraft will be registered with the FAA, Boeing will pre-position in Oklahoma City, Oklahoma, for filing with the FAA at the time of delivery of the Aircraft an executed original Form 8050-2, Aircraft Bill of Sale, indicating transfer of title to the Aircraft from Boeing’s subsidiary to Customer. 

4.7 Delegation of Authority. If specifically requested in advance by Customer, Boeing will present a certified copy of a Resolution of
Boeing’s Board of Directors, designating and authorizing certain persons to act on its behalf in connection with delivery of the Aircraft. 
 5.
DELIVERY ACTIONS BY CUSTOMER. 
 5.1 Aircraft Radio Station License. At delivery Customer will provide its Aircraft Radio
Station License to be placed on board the Aircraft following delivery. 
 5.2 Aircraft Flight Log. At delivery Customer will provide
the Aircraft Flight Log for the Aircraft. 
 5.3 Delegation of Authority. Customer will present to Boeing at delivery of the Aircraft
an original or certified copy of Customer’s Delegation of Authority designating and authorizing certain persons to act on its behalf in connection with delivery of the specified Aircraft. 

5.4 TSA Waiver Approval. Customer may be required to have an approved Transportation Security Administration (TSA) waiver for
the ferry flight depending upon the Customer’s en-route stop(s) and destination unless the Customer already has a TSA approved security program in place. Customer is responsible for application for the TSA waiver and obtaining TSA approval.
Customer will provide a copy of the approved TSA waiver to Boeing upon arrival at the Boeing delivery center. 

  

					
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 5.5 Electronic Advance Passenger Information System. Should the ferry flight of an
Aircraft leave the United States, the Department of Homeland Security office requires Customer to comply with the Electronic Advance Passenger Information System (eAPIS). Customer needs to establish their own account with US Customs and
Border Protection in order to file for departure. A copy of the eAPIS forms is to be provided by Customer to Boeing upon arrival of Customer’s acceptance team at the Boeing delivery center. 

  

					
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 ESCALATION ADJUSTMENT 

AIRFRAME AND OPTIONAL FEATURES 

between 
 THE BOEING
COMPANY 
 and 

AVOLON AEROSPACE LEASING LIMITED 

Supplemental Exhibit AE1 

to Purchase Agreement Number 03815 

  

					
	VLS -PA-03815-AE1	 		 	
		 	BOEING PROPRIETARY	 	









 ESCALATION ADJUSTMENT 

AIRFRAME AND OPTIONAL FEATURES 

relating to 
 BOEING
MODEL 737-8 and 737-9 AIRCRAFT 
 1. Formula. 

Airframe and Optional Features price adjustments (Airframe Price Adjustment) are used to allow prices to be stated in current year dollars at the
signing of this Purchase Agreement and to adjust the amount to be paid by Customer at delivery for the effects of economic fluctuation. The Airframe Price Adjustment will be determined at the time of Aircraft delivery in accordance with the
following formula: 
  

	
	 ****

	 Where:

	 Pa = ****

	 P = ****

	
	 ****


 Where: 
 ECIb is the base year airframe escalation index (as set forth in Table 1 of this Purchase Agreement); 

ECI is a value determined using the U.S. Department of Labor, Bureau of Labor Statistics, Employment Cost Index for NAICS Manufacturing – Total
Compensation (BLS Series ID CIU2013000000000I), calculated by establishing a three (3) month arithmetic average value (expressed as a decimal and rounded to the nearest tenth) using the values for the 11th, 12th, and 13th months prior to the month of scheduled delivery of the applicable Aircraft.
As the Employment Cost Index values are only released on a quarterly basis, the value released for the first quarter will be used for the months of January, February, and March; the value released for the second quarter will be used for the months
of April, May, and June; the value released for the third quarter will be used for the months of July, August, and September; the value released for the fourth quarter will be used for the months of October, November, and December. 

                    M = **** 

  

					
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 Where: 
 CPIb is the base year airframe escalation index (as set forth in Table 1 of this Purchase Agreement); and 

CPI is a value determined using the U.S. Department of Labor, Bureau of Labor Statistics, Consumer Price Index — All Urban Consumers (BLS Series ID
CUUR0000SA0), calculated as a three (3) month arithmetic average of the released monthly values (expressed as a decimal and rounded to the nearest tenth) using the values for the 11th, 12th, and 13th months prior to the month of scheduled delivery of the applicable Aircraft. 

As an example, for an Aircraft scheduled to be delivered in the month of July, the months of June, July, and August of the preceding year will be utilized in
determining the value of ECI and CPI. 
 Note: 
  

	 	(i)	In determining the values of L and M, all calculations and resulting values will be expressed as a decimal rounded to the nearest ten-thousandth. 


 

	 	(ii)	**** 

  

	 	(iii)	**** 

  

	 	(iv)	The **** (base year indices) are the actual average values reported by the U.S. Department of Labor, Bureau of Labor Statistics. The actual average values are calculated as a three (3) month
arithmetic average of the released monthly values (expressed as a decimal and rounded to the nearest tenth) using the values for the 11th, 12th, and 13th months prior to the airframe base year. The applicable base year and corresponding denominator
is provided by Boeing in Table 1 of this Purchase Agreement. 

  

	 	(v)	The final value of Pa will be rounded to the nearest dollar. 

  

	 	(vi)	The Airframe Price Adjustment will not be made if it will result in a decrease in the Aircraft Basic Price. 


2. Values to be Utilized in the Event of Unavailability. 

2.1 If the Bureau of Labor Statistics substantially revises the methodology used for the determination of the values to be used to determine
the ECI and CPI values (in contrast to benchmark adjustments or other corrections of previously released values), or for any reason has not released values needed to determine the applicable Airframe Price Adjustment, the parties will, prior to the
delivery of any such Aircraft, select a substitute from other Bureau of Labor Statistics data or similar data reported by non-governmental organizations. Such substitute will result in the same adjustment, insofar as possible, as would have been
calculated utilizing the original values adjusted for fluctuation during the applicable time period. However, if within twenty-four (24) months after delivery of the Aircraft, the Bureau of Labor Statistics should resume releasing values for
the months needed to determine the Airframe Price Adjustment, such values will be used to determine any increase or decrease in the Airframe Price Adjustment for the Aircraft from that determined at the time of delivery of the Aircraft. 

  

					
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 2.2 Notwithstanding Article 2.1 above, if prior to the scheduled delivery month of an
Aircraft the Bureau of Labor Statistics changes the base year for determination of the ECI and CPI values as defined above, such re-based values will be incorporated in the Airframe Price Adjustment calculation. 

2.3 In the event escalation provisions are made non-enforceable or otherwise rendered void by any
agency of the United States Government, the parties agree, to the extent they may lawfully do so, to equitably adjust the Aircraft Price of any affected Aircraft to reflect an allowance for increases or decreases consistent with the applicable
provisions of paragraph 1 of this Supplemental Exhibit AE1 in labor compensation and material costs occurring since August of the year prior to the price base year shown in the Purchase Agreement. 

2.4 If within twelve (12) months of Aircraft delivery, the published index values are revised due to an acknowledged error by the Bureau
of Labor Statistics, the Airframe Price Adjustment will be re-calculated using the revised index values (this does not include those values noted as preliminary by the Bureau of Labor Statistics). A credit memorandum or supplemental invoice will be
issued for the Airframe Price Adjustment difference. **** 
 Note: 
  

	 	(i)	The values released by the Bureau of Labor Statistics and available to Boeing thirty (30) days prior to the first day of the scheduled delivery month of an Aircraft will be used to determine the ECI and CPI values
for the applicable months (including those noted as preliminary by the Bureau of Labor Statistics) to calculate the Airframe Price Adjustment for the Aircraft invoice at the time of delivery. The values will be considered final and no Airframe Price
Adjustments will be made after Aircraft delivery for any subsequent changes in published Index values, subject always to paragraph 2.4 above. 

  

	 	(ii)	The maximum number of digits to the right of the decimal after rounding utilized in any part of the Airframe Price Adjustment equation will be four (4), where rounding of the fourth digit will be increased to the
next highest digit when the 5th digit is equal to five (5) or greater. 


  

					
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 BUYER FURNISHED EQUIPMENT VARIABLES 

between 
 THE BOEING
COMPANY 
 and 

AVOLON AEROSPACE LEASING LIMITED 

Supplemental Exhibit BFE1 

to Purchase Agreement Number PA-03815 

  

					
	VLS -PA-03815-BFE1	 		 	
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 BUYER FURNISHED EQUIPMENT VARIABLES 

relating to 
 BOEING
MODEL 737-8 and 737-9 AIRCRAFT 
 This Supplemental Exhibit BFE1 contains supplier selection dates, on-dock dates and other
requirements applicable to the Aircraft. 
 1. Supplier Selection. 

Customer will: 
 Select and
notify Boeing of the suppliers and part numbers of the following BFE items by the following dates: 
  

			
	 Galley System
	 	 ****

		
	 Galley Inserts
	 	 ****

		
	 Seats (passenger)
	 	 ****

		
	 Overhead & Audio System
	 	 ****

		
	 In-Seat Video System
	 	 ****

		
	 Miscellaneous Emergency Equipment
	 	 ****

		
	 Cargo Handling Systems*

(Single Aisle Programs only)
	 	 ****


  

	*	For a new certification, supplier requires notification **** prior to Cargo Handling System on-dock date. 


	**	Actual Supplier Selection dates will be provided when monthly delivery positions are available to customer. 


Customer will enter into initial agreements with the selected Galley System, Galley Inserts, Seats, and In-Seat Video System suppliers on or
before **** calendar days after the above supplier selection dates to actively participate with Customer and Boeing in coordination actions including the Initial Technical Coordination Meeting (ITCM). 

  

					
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 2. On-dock Dates and Other Information. 

On or before **** prior to Aircraft delivery, Boeing will provide to Customer the BFE Requirements electronically through My Boeing
Fleet (MBF in My Boeing Configuration (MBC). These requirements may be periodically revised, setting forth the items, quantities, on-dock dates and shipping instructions and other requirements relating to the in-sequence installation
of BFE. For planning purposes, preliminary BFE on-dock dates are set forth below: 
  

																							
	 Scheduled Month/Yr of Delivery

737-8
	  	 Qty
	  	Seats	  	Galleys/
Furnishings	 	Antennas
&
Mounting
Equipment	  	Avionics	  	Cabin
Systems
Equipment	  	Misc
Emerg
Equipment	  	Textiles
& Raw
Material	  	Cargo
System	  	Provision
Kits	  	Radomes
	 2018
	  	****	  		  		 		  		  		  		  		  		  		  	
	 2019
	  	****	  		  		 		  		  		  		  		  		  		  	
	 2020
	  	****	  		  		 		  		  		  		  		  		  		  	
	 2021
	  	****	  		  	****	 		  		  		  		  		  		  		  	
												
	 737-9
	  		  		  		 		  		  		  		  		  		  		  	
	 2020
	  	****	  		  		 		  		  		  		  		  		  		  	
	 2021
	  	****	  		  		 		  		  		  		  		  		  		  	
												
	 Total
	  	****	  		  		 		  		  		  		  		  		  		  	

 3. Additional Delivery Requirements — Import. 

Customer will be the “importer of record” (as defined by the U.S. Customs and Border Protection) for all BFE imported into
the United States, and as such, it has the responsibility to ensure all of Customer’s BFE shipments comply with U.S. Customs Service regulations. In the event Customer requests Boeing, in writing, to act as importer of record for
Customer’s BFE, and Boeing agrees to such request, Customer is responsible for ensuring Boeing can comply with all U.S. Customs Import Regulations by making certain that, at the time of shipment, all BFE shipments comply with the requirements
in the “International Shipment Routing Instructions”, including the Customs Trade Partnership Against Terrorism (C-TPAT), as set out on the Boeing website referenced below. Customer agrees to include the International Shipment
Routing Instructions, including C-TPAT requirements, in each contract between Customer and BFE supplier. 

http://www.boeing.com/companyoffices/doingbiz/supplier_portal/index_general.html 

  

					
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 CUSTOMER SUPPORT VARIABLES 

between 
 THE BOEING
COMPANY 
 and 

AVOLON AEROSPACE LEASING LIMITED 

Supplemental Exhibit CS1-1 

to Purchase Agreement Number PA-03815 

  

					
	VLS -PA-03815-CS1-1	 		 	
		 	BOEING PROPRIETARY	 	









 CUSTOMER SUPPORT VARIABLES 

relating to 
 BOEING
MODEL 737-8 and 737-9 AIRCRAFT 
 Customer and Boeing will conduct planning conferences approximately twelve (12) months prior
to delivery of the first Aircraft, or as mutually agreed, in order to develop and schedule a customized Customer Support Program to be furnished by Boeing in support of the Aircraft. 

The customized Customer Services Program will be based upon and equivalent to the entitlements summarized below. 

1. Maintenance Training. 
 1.1 Airplane
General Familiarization Course; one (1) class of twenty (24) students; 
 1.2 Mechanical/Power Plant Systems Course; two (2)
classes of fifteen (15) students; 
 1.3 Electrical Systems Course; two (2) classes of fifteen (15) students; 

1.4 Avionics Systems Course; two (2) classes of fifteen (15) students; 

1.5 Corrosion Prevention & Control Course; one (1) class of ten (10) students; 

1.6 Aircraft Rigging Course; one (1) class of six (6) students; 

1.7 Composite Repair for Technicians — Basic; one (1) class of eight (8) students; 

1.8 Training materials will be provided to each student. In addition, one set of training materials used in Boeing’s training program,
including visual aids, Computer Based Training Courseware, instrument panel wall charts, text/graphics, video programs, etc. will be provided for use in Customer’s own training program. 

2. Flight Training. 
 2.1 For 1 Aircraft:
Transition training for six (6) flight crews (12 pilots) in two (2) classes; For 2 or more Aircraft: Transition training for eight (8) flight crews (16 pilots) in two (2) classes. The training will consist of ground school
(utilizing computer based training), fixed base simulator, full flight simulator and actual aircraft training on Customer’s Aircraft. 

2.2 For 1 Aircraft: Flight Dispatcher training; one (1) class of six (6) students; For 2 or more Aircraft: Flight Dispatcher
training; two (2) classes of six (6) students. 
 2.3 For 1 Aircraft: Flight Attendant training; one (1) class of
twelve (12) students; For 2 or more Aircraft: Flight Attendant training; two (2) classes of twelve (12) students. 
 2.4
Performance Engineer training in Boeing’s regularly scheduled courses; schedules are published twice yearly. 

  

					
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 2.5 Training materials will be provided to each student. In addition, one set of training
materials as used in Boeing’s training program, including visual aids, Computer Based Training Courseware, instrument panel wall charts, text/graphics, video programs, Flight Attendant Manuals, etc. will be provided for use in Customer’s
own training program. 
 2.6 Additional Flight Operations Services: 

 

	 	(i)	Boeing flight crew personnel to assist in ferrying the first aircraft to Customer’s main base; 

  

	 	(ii)	For 1 Aircraft: Instructor pilots for sixty (60) calendar days for revenue service training assistance; For 2 or more Aircraft: Instructor pilots for ninety (90) calendar days for revenue service training
assistance; and 

  

	 	(iii)	An instructor pilot to visit Customer six (6) months after revenue service training to review Customer’s flight crew operations for a two (2) week period. 


3. Planning Assistance. 
 3.1
Maintenance Engineering. Notwithstanding anything in Exhibit B to the AGTA seemingly to the contrary, Boeing will provide the following Maintenance Engineering support: 

3.1.1 Maintenance Planning Assistance. Upon request, Boeing will provide one (1) on-site visit to Customer’s main base to
assist with maintenance program development and to provide consulting related to maintenance planning. Consultation with Customer will be based on ground rules and requirements information provided in advance by Customer. 

3.1.2 ETOPS Maintenance Planning Assistance. Upon request, Boeing will provide one (1) on site visit to Customer’s main base
to assist with the development of their ETOPS maintenance program and to provide consultation related to ETOPS maintenance planning. Consultation with Customer will be based on ground rules and requirements information provided in advance by
Customer. 
 3.1.3 GSE/Shops/Tooling Consulting. Upon request, Boeing will provide one (1) on-site visit to Customer’s main
base to provide consulting and data for ground support equipment, maintenance tooling and requirements for maintenance shops. Consultation with Customer will be based on ground rules and requirements information provided in advance by Customer. 

3.1.4 Maintenance Engineering Evaluation. Upon request, Boeing will provide one (1) on-site visit to Customer’s main base to
evaluate Customer’s maintenance and engineering organization for conformance with industry best practices. The result of which will be documented by Boeing in a maintenance engineering evaluation presentation. Customer will be provided with a
copy of the maintenance engineering evaluation presentation. Consultation with Customer will be based on ground rules and requirements information provided in advance by Customer. 

  

					
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 3.2 Spares. 
  

	 	(i)	Recommended Spares Parts List (RSPL). A customized RSPL, data and documents will be provided to identify spare parts required for Customer’s support program. 


 

	 	(ii)	Illustrated Parts Catalog (IPC). A customized IPC in accordance with ATA 100 will be provided. 

  

	 	(iii)	Provisioning Training. Provisioning training will be provided for Customer’s personnel at Boeing’s facilities, where documentation and technical expertise are available. Training is focused on the
initial provisioning process and calculations reflected in the Boeing RSPL. 

  

	 	(iv)	Spares Provisioning Conference. A provisioning conference will be conducted, normally at Boeing’s facilities where technical data and personnel are available. 


4. Technical Data and Documents. 
 4.1
Flight Operations. 
 Airplane Flight Manual 

Flight Crew Operations Manual and Quick Reference Handbook 

Weight and Balance Manual Chapter 1 Control and Loading 

Dispatch Deviations Guide 
 Flight
Crew Training Manual 
 Performance Engineer’s Manual 

Jet Transport Performance Methods 

FMC Supplementary Data Document 

Operational Performance Software 

ETOPS Guide Vol. III 
 Flight
Planning and Performance Manual 
 Flight Attendant Manual 

4.2 Maintenance. 

Aircraft Maintenance Manual 

Wiring Diagram Manual 
 Systems
Schematics Manual 
 Structural Repair Manual 

Component Maintenance Manual 

Standard Overhaul Practices Manual Chapter 20 

Standard Wiring Practices Manual Chapter 20 

Nondestructive Test Manual 

Service Bulletins and Index 

Fault Isolation Manual 
 Fault
Reporting Manual 
 Fuel Measuring Stick Manual 

Powerplant Buildup Manual (except Rolls Royce) 

All Operators Messages 

  

					
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 Service Letters 

Structural Item Interim Advisory 

Combined Index 
 Maintenance Tips

 Configuration Data Base Generator User Guide (model 777 only) 

Baggage/Cargo Loading Manual (model 767 and 777 only) 

4.3 Maintenance Planning. 

Maintenance Planning Data Document 

Maintenance Task Cards and Index 

Airline Maintenance Inspection Intervals 

ETOPS Guide Vol. II 
 ETOPS
Configuration Maintenance and Procedures 
 4.4 Spares. 

Illustrated Parts Catalog 

Standards Books 
 4.5
Facilities and Equipment Planning. 
 Maintenance Facilities and Equipment Planning Document 

Special Tool and Ground Handling Equipment Drawings and Index 

Supplementary Tooling Documentation 

Illustrated Tool and Equipment Manual 

Airplane Recovery Document 

Airplane Characteristics for Airport Planning Document 

Airplane Rescue and Fire Fighting Information 

Engine Ground Handling Document 

ETOPS Guide Vol. I 
 4.6
Supplier Technical Data. 
 Supplier Service Bulletins 

Supplier Ground Support Equipment List 

Supplier Assembly Drawings 

Component Maintenance Manuals 

Overhaul Manual/Component Maintenance Manual Index 

Supplier Publications Index 

Product Support Supplier Directory 

Supplier Product Support and Assurance Agreements Documents Vol. I and II 

Supplier Spare Part Price Catalog 

4.7 Fleet Statistical Data and Reporting 

Fleet reliability views, charts, and reports 
 5.
Aircraft Information. 
 5.1 Aircraft Information is defined as that data provided by Customer to Boeing which falls into one
of the following categories: (i) aircraft operational information (including, but not limited to, flight hours, departures, schedule reliability, engine hours, number of aircraft, aircraft registries, landings, and daily utilization and
schedule interruptions for Boeing model aircraft); (ii) summary and detailed shop findings data; (iii) line maintenance data; (iv) airplane message data, (v) scheduled 

  

					
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maintenance data; (vi) service bulletin incorporation; and (vii) aircraft data generated or received by equipment installed on Customer’s aircraft in analog or digital form
including but not limited to information regarding the state, condition, performance, location, setting, or path of the aircraft and associated systems, sub-systems and components. 

5.2 License Grant. To the extent Customer has or obtains rights to Aircraft Information, Customer grants to Boeing a perpetual,
world-wide, non-exclusive license to use and disclose Aircraft Information and create derivatives thereof in Boeing data and information and products and services provided Customer identification information as originating from Customer is removed.
Customer identification information may be retained as necessary for Boeing to provide products and services Customer has requested from Boeing or for Boeing to inform Customer of additional Boeing products and services. This grant is in addition to
any other grants of rights in the agreements governing provision of such information to Boeing regardless of whether that information is identified as Aircraft Information in such agreement including any information submitted under the In Service
Data Program (ISDP). 
 For purposes of this article, Boeing is defined as The Boeing Company and its wholly owned subsidiaries. 

5.3 Customer will provide Aircraft Information to Boeing through an automated software feed necessary to support Fleet Statistical Analysis.
Boeing will provide assistance to Customer under a separate agreement for mapping services to enable the automated software feed. 

  

					
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 CUSTOMER SUPPORT VARIABLES 

between 
 THE BOEING
COMPANY 
 and 

AVOLON AEROSPACE LEASING LIMITED 

Supplemental Exhibit CS1-2 

to Purchase Agreement Number 03815 
  

  

					
	VLS -PA-03815-CS1-2	 		 	
		 	BOEING PROPRIETARY	 	









 CUSTOMER SUPPORT VARIABLES 

relating to 
 BOEING
MODEL 737-8 and 737-9 AIRCRAFT 
 Customer and Boeing will conduct planning conferences approximately twelve (12) months prior
to delivery of the first Aircraft, or as mutually agreed, in order to develop and schedule a customized Customer Support Program to be furnished by Boeing in support of the Aircraft. 

The customized Customer Services Program will be based upon and equivalent to the entitlements summarized below. 

1. Maintenance Training. 
 1.1
Mechanical/Power Plant Course; one (1) class of fifteen (15) students; 
 1.2 Electrical Systems Course; one (1) class of
fifteen (15) students; 
 1.3 Avionics Systems Course; one (1) class of fifteen (15) students; 

1.4 Aircraft Rigging Course; one (1) class of six (6) students; 

1.5 Advanced Composite Repair Course; one (1) class of eight (8) students. 

1.6 Training materials will be provided to each student. In addition, one set of training materials as used in Boeing’s training program,
including visual aids, Computer Based Training Courseware, instrument panel wall charts, text/graphics, video programs, etc. will be provided for use in Customer’s own training program. 

2. Flight Training. 
 2.1 Boeing will
provide one classroom course to acquaint up to eight (8) students (four (4) flight crews) with operational, systems and performance differences between Customer’s newly-purchased Aircraft and an aircraft of the same model currently
operated by Customer. 
 2.2 Training materials will be provided to each student. In addition, one set of training materials as used in
Boeing’s training program, including Computer Based Training Courseware, instrument panel wall charts, Flight Attendant Manuals, etc. will be provided for use in Customer’s own training program. 

3. Planning Assistance. 
 3.1
Maintenance Engineering. Notwithstanding anything in Exhibit B to the AGTA seemingly to the contrary, Boeing will provide the following Maintenance Engineering support: 

3.1.1 Maintenance Planning Assistance. Upon request, Boeing will provide one (1) on-site visit to Customer’s main base to
assist with maintenance program development and to provide consulting related to maintenance planning. Consultation with Customer will be based on ground rules and requirements information provided in advance by Customer. 

  

					
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 3.1.2 ETOPS Maintenance Planning Assistance. Upon request, Boeing will provide
one (1) on site visit to Customer’s main base to assist with the development of their ETOPS maintenance program and to provide consultation related to ETOPS maintenance planning. Consultation with Customer will be based on ground rules and
requirements information provided in advance by the Customer. 
 3.1.3 GSE/Shops/Tooling Consulting. Upon request, Boeing will
provide consulting and data for ground support equipment, maintenance tooling and requirements for maintenance shops. Consultation with Customer will be based on ground rules and requirements information provided in advance by Customer. 

3.1.4 Maintenance Engineering Evaluation. Upon request, Boeing will provide one (1) on-site visit to Customer’s main base to
evaluate Customer’s maintenance and engineering organization for conformance with industry best practices. The result of which will be documented by Boeing in a maintenance engineering evaluation presentation. Customer will be provided with a
copy of the maintenance engineering evaluation presentation. Consultation with Customer will be based on ground rules and requirements information provided in advance by Customer. 

3.2 Spares. 
  

	 	(i)	Recommended Spares Parts List (RSPL). A customized RSPL, data and documents will be provided to identify spare parts required for Customer’s support program. 


 

	 	(ii)	Illustrated Parts Catalog (IPC). A customized IPC in accordance with ATA 100 will be provided. 

  

	 	(iii)	Provisioning Training. Provisioning training will be provided for Customer’s personnel at Boeing’s facilities, where documentation and technical expertise are available. Training is focused on the
initial provisioning process and calculations reflected in the Boeing RSPL. 

  

	 	(iv)	Spares Provisioning Conference. A provisioning conference will be conducted, normally at Boeing’s facilities where technical data and personnel are available. 


4. Technical Data and Documents. 
 The
following will be provided in mutually agreed formats and quantities: 
 4.1 Flight Operations. 

Airplane Flight Manual 
 Flight
Crew Operations Manual and Quick Reference Handbook 
 Weight and Balance Manual Chapter 1 Control and Loading 

Dispatch Deviations Guide 
 Flight
Crew Training Manual 
 Performance Engineer’s Manual 

  

					
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 Jet Transport Performance Methods 

FMC Supplementary Data Document 

Operational Performance Software 

ETOPS Guide Vol. III 
 Flight
Planning and Performance Manual 
 Flight Attendant Manual 

4.2 Maintenance. 

Aircraft Maintenance Manual 

Wiring Diagram Manual 
 Systems
Schematics Manual 
 Structural Repair Manual 

Component Maintenance Manual 

Standard Overhaul Practices Manual Chapter 20 

Standard Wiring Practices Manual Chapter 20 

Nondestructive Test Manual 

Service Bulletins and Index 

Fault Isolation Manual 
 Fault
Reporting Manual 
 Fuel Measuring Stick Manual 

Powerplant Buildup Manual (except Rolls Royce) 

All Operators Messages 
 Service
Letters 
 Structural Item Interim Advisory 

Combined Index 
 Maintenance Tips

 Configuration Data Base Generator User Guide (model 777 only) 

Baggage/Cargo Loading Manual (model 767 and 777 only) 

4.3 Maintenance Planning. 

Maintenance Planning Data Document 

Maintenance Task Cards and Index 

Airline Maintenance Inspection Intervals 

ETOPS Guide Vol. II 
 ETOPS
Configuration Maintenance and Procedures 
 4.4 Spares. 

Illustrated Parts Catalog 

Standards Books 
 4.5
Facilities and Equipment Planning. 
 Maintenance Facilities and Equipment Planning Document 

Special Tool and Ground Handling Equipment Drawings and Index 

Supplementary Tooling Documentation 

Illustrated Tool and Equipment Manual 

Airplane Recovery Document 

Airplane Characteristics for Airport Planning Document 

  

					
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 Airplane Rescue and Fire Fighting Information 

Engine Ground Handling Document 

ETOPS Guide Vol. I 
 4.6
Supplier Technical Data. 
 Supplier Service Bulletins 

Supplier Ground Support Equipment List 

Supplier Assembly Drawings 

Component Maintenance Manuals 

Overhaul Manual/Component Maintenance Manual Index 

Supplier Publications Index 

Product Support Supplier Directory 

Supplier Product Support and Assurance Agreements Documents Vol. I and II 

Supplier Spare Part Price Catalog 

4.7 Fleet Statistical Data and Reporting 

Fleet reliability views, charts, and reports 
 5.
Aircraft Information. 
 5.1 Aircraft Information is defined as that data provided by Customer to Boeing which falls into one
of the following categories: (i) aircraft operational information (including, but not limited to, flight hours, departures, schedule reliability, engine hours, number of aircraft, aircraft registries, landings, and daily utilization and
schedule interruptions for Boeing model aircraft); (ii) summary and detailed shop findings data; (iii) line maintenance data; (iv) airplane message data, (v) scheduled maintenance data; (vi) service bulletin incorporation;
and (vii) aircraft data generated or received by equipment installed on Customer’s aircraft in analog or digital form including but not limited to information regarding the state, condition, performance, location, setting, or path of the
aircraft and associated systems, sub-systems and components. 
 5.2 License Grant. To the extent Customer has or obtains rights to
Aircraft Information, Customer grants to Boeing a perpetual, world-wide, non-exclusive license to use and disclose Aircraft Information and create derivatives thereof in Boeing data and information and products and services provided Customer
identification information as originating from Customer is removed. Customer identification information may be retained as necessary for Boeing to provide products and services Customer has requested from Boeing or for Boeing to inform Customer of
additional Boeing products and services. This grant is in addition to any other grants of rights in the agreements governing provision of such information to Boeing regardless of whether that information is identified as Aircraft Information in such
agreement including any information submitted under the In Service Data Program (ISDP). 
 For purposes of this article, Boeing is defined
as The Boeing Company and its wholly owned subsidiaries. 
 5.3 Customer will provide Aircraft Information to Boeing through an automated
software feed necessary to support Fleet Statistical Analysis. Boeing will provide assistance to Customer under a separate agreement for mapping services to enable the automated software feed. 

  

					
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 CUSTOMER SUPPORT VARIABLES 

between 
 THE BOEING
COMPANY 
 and 

AVOLON AEROSPACE LEASING LIMITED 

Supplemental Exhibit CS1-3 

to Purchase Agreement Number PA-03815 

  

					
	VLS -PA-03815-CS1-3	 		 	
		 	BOEING PROPRIETARY	 	









 CUSTOMER SUPPORT VARIABLES 

relating to 
 BOEING
MODEL 737-8 and 737-9 AIRCRAFT 
 Customer currently operates an aircraft of the same model as the Aircraft. Upon Customer’s
request, Boeing will develop and schedule a customized Customer Support Program to be furnished in support of the Aircraft. The customized program will be based upon and equivalent to the entitlements summarized below. 

1. Maintenance Training. 
 1.1
Maintenance Training Minor Model Differences Course, if required, covering operational, structural or systems differences between Customer’s newly-purchased Aircraft and an aircraft of the same model currently operated by Customer; one (1)
class of fifteen (15) students; 
 1.2 Training materials, if applicable, will be provided to each student. In addition, one set of
training materials as used in Boeing’s training program, including visual aids, text and graphics will be provided for use in Customer’s own training program. 

2. Flight Training. 
 Boeing will
provide, if required, one classroom course to acquaint up to fifteen (15) students with operational, systems and performance differences between Customer’s newly-purchased Aircraft and an aircraft of the same model currently operated by
Customer. 
 Any training materials used in Flight Training, if required, will be provided for use in Customer’s own training program.

 3. Planning Assistance. 
 3.1
Maintenance Engineering. Notwithstanding anything in Exhibit B to the AGTA seemingly to the contrary, Boeing will provide the following Maintenance Engineering support: 

3.1.1 Maintenance Planning Assistance. Upon request, Boeing will provide assistance in identifying the impact to Customers maintenance
program resulting from minor model differences between the Aircraft and an aircraft of the same model currently operated by the Customer. 

3.1.2 ETOPS Maintenance Planning Assistance. Upon request, Boeing will provide assistance in identifying the impact to Customer’s
ETOPS maintenance program resulting from minor model differences between the Aircraft and an aircraft of the same model currently operated by the Customer. 

3.1.3 GSE/Shops/Tooling Consulting. Upon request, Boeing will provide assistance to Customer in identifying the impact to
Customer’s maintenance tools and ground support equipment resulting from the minor model differences between the Aircraft and an aircraft of the same model currently operated by Customer. 

3.2 Spares. Boeing will revise, as applicable, the customized Recommended Spares Parts List (RSPL) and Illustrated Parts Catalog
(IPC). 

  

					
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 4. Technical Data and Documents. 

Boeing will revise, as applicable, technical data and documents provided with previously delivered aircraft. 

5. Aircraft Information. 
 5.1 Aircraft
Information is defined as that data provided by Buyer to Boeing which falls into one of the following categories: (i) aircraft operational information (including, but not limited to, flight hours, departures, schedule reliability, engine hours,
number of aircraft, aircraft registries, landings, and daily utilization and schedule interruptions for Boeing model aircraft); (ii) summary and detailed shop findings data; (iii) line maintenance data; (iv) airplane message data,
(v) scheduled maintenance data; (vi) service bulletin incorporation; and (vii) aircraft data generated or received by equipment installed on Buyer’s aircraft in analog or digital form including but not limited to information
regarding the state, condition, performance, location, setting, or path of the aircraft and associated systems, sub-systems and components. 

5.2 License Grant. To the extent Buyer has or obtains rights to Aircraft Information, Buyer grants to Boeing a perpetual, world-wide,
non-exclusive license to use and disclose Aircraft Information and create derivatives thereof in Boeing data and information and products and services provided Buyer identification information as originating from Buyer is removed. Buyer
identification information may be retained as necessary for Boeing to provide products and services Buyer has requested from Boeing or for Boeing to inform Buyer of additional Boeing products and services. This grant is in addition to any other
grants of rights in the agreements governing provision of such information to Boeing regardless of whether that information is identified as Aircraft Information in such agreement including any information submitted under the In Service Data Program
(ISDP). 
 For purposes of this article, Boeing is defined as The Boeing Company and its wholly owned subsidiaries. 

5.3 Buyer will provide Aircraft Information to Boeing through an automated software feed necessary to support Fleet Statistical Analysis.
Boeing will provide assistance to Buyer under a separate agreement for mapping services to enable the automated software feed. 

  

					
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 ENGINE ESCALATION, 

ENGINE WARRANTY AND PATENT INDEMNITY 

between 
 THE BOEING
COMPANY 
 and 

AVOLON AEROSPACE LEASING LIMITED 

Supplemental Exhibit EE1 

to Purchase Agreement Number 03815 

  

					
	VLS -PA-03815-EE1	 		 	
		 	BOEING PROPRIETARY	 	









 ENGINE ESCALATION 

ENGINE WARRANTY AND PATENT INDEMNITY 

relating to 
 BOEING
MODEL 737-8 and 737-9 AIRCRAFT 
 1. ENGINE ESCALATION. 

No separate engine escalation methodology is defined for the 737-600, -700, -800, -900 or -900ER, -7, -8, -9 Aircraft. Pursuant to the AGTA,
the engine prices for these Aircraft are included in and will be escalated in the same manner as the Airframe. 
 2. ENGINE WARRANTY AND PRODUCT SUPPORT
PLAN. 
 Boeing has obtained from CFM International, Inc. (or CFM International, S.A., as the case may be) (CFM) the right to
extend to Customer the provisions of CFM’s warranty as set forth below (herein referred to as Warranty); subject, however, to Customer’s acceptance of the conditions set forth herein. Accordingly, Boeing hereby extends to Customer
and Customer hereby accepts the provisions of CFM’s Warranty as hereinafter set forth, and such Warranty shall apply to all CFM56-7 and CFM-LEAP-1B type Engines (including all Modules and Parts thereof)
installed in the Aircraft at the time of delivery or purchased from Boeing by Customer for support of the Aircraft except that, if Customer and CFM have executed, or hereafter execute, a General Terms Agreement, then the terms of that Agreement
shall be substituted for and supersede the provisions of paragraphs 2.1 through 2.10 below and paragraphs 2.1 through 2.10 below shall be of no force or effect and neither Boeing nor CFM shall have any obligation arising therefrom. In
consideration for Boeing’s extension of the CFM Warranty to Customer, Customer hereby releases and discharges Boeing from any and all claims, obligations and liabilities whatsoever arising out of the purchase or use of such CFM56-7 and CFM-LEAP-1B type Engines and Customer hereby waives, releases and renounces all its rights in all such claims, obligations and liabilities. In addition, Customer hereby releases and discharges CFM from
any and all claims, obligations and liabilities whatsoever arising out of the purchase or use of such CFM56-7 and CFM-LEAP-1B type Engines except as otherwise expressly assumed by CFM in such CFM Warranty or
General Terms Agreement between Customer and CFM and Customer hereby waives, releases and renounces all its rights in all such claims, obligations and liabilities. 

2.1 Title. CFM warrants that at the date of delivery, CFM has legal title to and good and lawful right to sell its CFM56-7 and CFM-LEAP type Engine and Products and furthermore warrants that such title is free and clear of all claims, liens and encumbrances of any nature whatsoever. 

2.2 Patents. 
 2.2.1 CFM
shall handle all claims and defend any suit or proceeding brought against Customer insofar as based on a claim that any product or part furnished under this Agreement constitutes an infringement of any patent of the United States, and shall pay all
damages and costs awarded therein against Customer. This paragraph shall not apply to any product or any part manufactured to Customer’s design or to the aircraft manufacturer’s design. As to such product or part, CFM assumes no liability
for patent infringement. 

  

					
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 2.2.2 CFM’s liability hereunder is conditioned upon Customer promptly notifying CFM in
writing and giving CFM authority, information and assistance (at CFM’s expense) for the defense of any suit. In case said equipment or part is held in such suit to constitute infringement and the use of said equipment or part is enjoined, CFM
shall expeditiously, at its own expense and at its option, either (i) procure for Customer the rights to continue using said product or part; (ii) replace the same with a satisfactory and non-infringing product or part; or
(iii) modify the same so it becomes satisfactory and non-infringing. The foregoing shall constitute the sole remedy of Customer and the sole liability of CFM for patent infringement. 

2.2.3 The above provisions also apply to products which are the same as those covered by this Agreement and are delivered to Customer as part
of the installed equipment on CFM56-7 and CFM-LEAP-1B powered Aircraft. 
 2.3 Initial
Warranty. CFM warrants that CFM56-7 and CFM-LEAP-1B Engine products will conform to CFM’s applicable specifications and will be free from defects in material and workmanship prior to Customer’s
initial use of such products. 
 2.4 Warranty Pass-On. 

2.4.1 If requested by Customer and agreed to by CFM in writing, CFM will extend warranty support for Engines sold by Customer to commercial
airline operators, or to other aircraft operators. Such warranty support will be limited to the New Engine Warranty, New Parts Warranty, Ultimate Life Warranty and Campaign Change Warranty and will require such operator(s) to agree in writing to be
bound by and comply with all the terms and conditions, including the limitations, applicable to such warranties. 
 2.4.2 Any warranties set
forth herein shall not be transferable to a third party, merging company or an acquiring entity of Customer. 
 2.4.3 In the event Customer
is merged with, or acquired by, another aircraft operator which has a general terms agreement with CFM, the Warranties as set forth herein shall apply to the Engines, Modules, and Parts. 

2.5 New Engine Warranty. 

2.5.1 CFM warrants each new Engine and Module against Failure for the initial 3000 Flight Hours as follows: 

 

	 	(i)	Parts Credit Allowance will be granted for any Failed Parts. 

  

	 	(ii)	Labor Allowance for disassembly, reassembly, test and Parts repair of any new Engine Part will be granted for replacement of Failed Parts. 


 

	 	(iii)	Such Parts Credit Allowance and Labor Allowance will be: One hundred percent (100%) from new to two thousand five hundred (2,500) Flight Hours and decreasing pro rata from one hundred percent (100%) at
two thousand five hundred (2,500) Flight Hours to zero percent (0%) at three thousand (3,000) Flight Hours. 


  

					
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 2.5.2 As an alternative to the above allowances, CFM shall, upon request of Customer: 

 

	 	(i)	Arrange to have the failed Engines and Modules repaired, as appropriate, at a facility designated by CFM at no charge to Customer for the first at two thousand five hundred (2,500) Flight Hours and at a charge to
Customer increasing pro rata from zero percent (0%)of CFM’s repair cost at two thousand five hundred (2,500) Flight Hours to one hundred percent (100%) of such CFM repair costs at three thousand (3,000) Flight Hours.


  

	 	(ii)	Transportation to and from the designated facility shall be at Customer’s expense. 

 2.6
New Parts Warranty. In addition to the warranty granted for new Engines and new Modules, CFM warrants Engine and Module Parts as follows: 

2.6.1 During the first one thousand (1,000) Flight Hours for such Parts and Expendable Parts, CFM will grant one hundred
percent (100%) Parts Credit Allowance or Labor Allowance for repair labor for failed Parts. 
 2.6.2 CFM will grant a pro rata Parts
Credit Allowance for Scrapped Parts decreasing from one hundred percent (100%) at one thousand (1,000) Flight Hours Part Time to zero percent (0%) at the applicable hours designated in Table 1. 

2.7 Ultimate Life Warranty. 

2.7.1 CFM warrants Ultimate Life limits on the following Parts: 
  

	 	(i)	Fan and Compressor Disks/Drums 

  

	 	(ii)	Fan and Compressor Shafts 

  

	 	(iii)	Compressor Discharge Pressure Seal (CDP) 

  

	 	(iv)	Turbine Disks 

  

	 	(v)	HPT Forward and Stub Shaft 

  

	 	(vi)	LPT Driving Cone 

  

	 	(vii)	LPT Shaft and Stub Shaft 

 2.7.2 CFM will grant a pro rata Parts Credit Allowance decreasing
from one hundred percent (100%) when new to zero percent at twenty-five thousand (25,000) Flight Hours or fifteen thousand (15,000) Flight Cycles, whichever comes earlier. Credit will be granted only when such Parts are permanently
removed from service by a CFM or a U.S. and/or French Government imposed Ultimate Life limitation of less than twenty-five thousand (25,000) Flight Hours or fifteen thousand (15,000) Flight Cycles. 

  

					
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 2.8 Campaign Change Warranty. 

2.8.1 A campaign change will be declared by CFM when a new Part design introduction, Part modification, Part Inspection, or premature
replacement of an Engine or Module is required by a mandatory time compliance CFM Service Bulletin or FAA Airworthiness Directive. Campaign change may also be declared for CFM Service Bulletins requesting new Part introduction no later than the next
Engine or Module shop visit. CFM will grant following Parts Credit Allowances: 
 Engines and Modules 

 

	 	(i)	One hundred percent (100%) for Parts in inventory or removed from service when new or with two thousand five hundred (2,500) Flight Hours or less total Part Time. 


 

	 	(ii)	Fifty percent (50%) for Parts in inventory or removed from service with over two thousand five hundred (2,500) Flight Hours since new, regardless of warranty status. 


2.8.2 Labor Allowance—CFM will grant one hundred percent (100%) Labor Allowance for disassembly, reassembly, modification, testing,
or Inspection of CFM supplied Engines, Modules, or Parts therefore when such action is required to comply with a mandatory time compliance CFM Service Bulletin or FAA Airworthiness Directive. A Labor Allowance will be granted by CFM for other CFM
issued Service Bulletins if so specified in such Service Bulletins. 
 2.8.3 Life Controlled Rotating Parts retired by Ultimate Life limits
including FAA and/or EASA Airworthiness Directive, are excluded from Campaign Change Warranty. 
 2.9 Limitations. THE PROVISIONS SET
FORTH HEREIN ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES WHETHER WRITTEN, ORAL OR IMPLIED. THERE ARE NO IMPLIED WARRANTIES OF FITNESS OR MERCHANTABILITY. SAID PROVISIONS SET FORTH THE MAXIMUM LIABILITY OF CFM WITH RESPECT TO CLAIMS OF ANY
KIND, INCLUDING NEGLIGENCE, ARISING OUT OF MANUFACTURE, SALE, POSSESSION, USE OR HANDLING OF THE PRODUCTS OR PARTS THEREOF OR THEREFORE, AND IN NO EVENT SHALL CFM’S LIABILITY TO CUSTOMER EXCEED THE PURCHASE PRICE OF THE PRODUCT GIVING RISE TO
CUSTOMER’S CLAIM OR INCLUDE INCIDENTAL OR CONSEQUENTIAL DAMAGES. 
 2.10 Indemnity and Contribution. 

2.10.1 IN THE EVENT CUSTOMER ASSERTS A CLAIM AGAINST A THIRD PARTY FOR DAMAGES OF THE TYPE LIMITED OR EXCLUDED IN LIMITATIONS,
PARAGRAPH 2.9. ABOVE, CUSTOMER SHALL INDEMNIFY AND HOLD CFM HARMLESS FROM AND AGAINST ANY CLAIM BY OR LIABILITY TO SUCH THIRD PARTY FOR CONTRIBUTION OR INDEMNITY, INCLUDING COSTS AND EXPENSES (INCLUDING ATTORNEYS’ FEES) INCIDENT THERETO OR
INCIDENT TO ESTABLISHING SUCCESSFULLY THE RIGHT TO INDEMNIFICATION UNDER THIS PROVISION. THIS INDEMNITY SHALL APPLY WHETHER OR NOT SUCH DAMAGES WERE OCCASIONED IN WHOLE OR IN PART BY THE FAULT OR NEGLIGENCE OF CFM, WHETHER ACTIVE, PASSIVE OR
IMPUTED. 
 2.10.2 CUSTOMER SHALL INDEMNIFY AND HOLD CFM HARMLESS FROM ANY DAMAGE, LOSS, CLAIM, AND LIABILITY OF ANY KIND (INCLUDING
EXPENSES OF LITIGATION AND ATTORNEYS’ FEES) FOR PHYSICAL INJURY TO OR DEATH OF ANY PERSON, OR FOR PROPERTY DAMAGE OF ANY TYPE, ARISING OUT OF THE ALLEGED DEFECTIVE NATURE OF ANY PRODUCT OR SERVICE FURNISHED UNDER THIS AGREEMENT, TO THE EXTENT
THAT THE PAYMENTS MADE OR REQUIRED TO BE MADE BY CFM EXCEED ITS ALLOCATED 

  

					
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SHARE OF THE TOTAL FAULT OR LEGAL RESPONSIBILITY OF ALL PERSONS ALLEGED TO HAVE CAUSED SUCH DAMAGE, LOSS, CLAIM, OR LIABILITY BECAUSE OF A LIMITATION OF LIABILITY ASSERTED BY CUSTOMER OR BECAUSE
CUSTOMER DID NOT APPEAR IN AN ACTION BROUGHT AGAINST CFM. CUSTOMER’S OBLIGATION TO INDEMNIFY CFM HEREUNDER SHALL BE APPLICABLE AT SUCH TIME AS CFM IS REQUIRED TO MAKE PAYMENT PURSUANT TO A FINAL JUDGEMENT IN AN ACTION OR PROCEEDING IN WHICH CFM
WAS A PARTY, PERSONALLY APPEARED, AND HAD THE OPPORTUNITY TO DEFEND ITSELF. THIS INDEMNITY SHALL APPLY WHETHER OR NOT CUSTOMER’S LIABILITY IS OTHERWISE LIMITED. 

  

					
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 SERVICE LIFE POLICY COMPONENTS 

between 
 THE BOEING
COMPANY 
 and 

AVOLON AEROSPACE LEASING LIMITED 

Supplemental Exhibit SLP1 

to Purchase Agreement Number PA-03815 

  

					
	VLS-PA-03815-SLP1	 		 	
		 	BOEING PROPRIETARY	 	









 SERVICE LIFE POLICY COMPONENTS 

relating to 
 BOEING
MODEL 737-8 and 737-9 AIRCRAFT 
 This is the listing of SLP Components for the Aircraft which relate to Part 3, Boeing
Service Life Policy of Exhibit C, Product Assurance Document to the AGTA and is a part of Purchase Agreement No. PA-03815. 
 1.
Wing. 
  

	 	(i)	Upper and lower wing skins and stiffeners between the forward and rear wing spars. 

  

	 	(ii)	Wing spar webs, chords and stiffeners. 

  

	 	(iii)	Inspar wing ribs. 

  

	 	(iv)	Inspar splice plates and fittings. 

  

	 	(v)	Main landing gear support structure. 

  

	 	(vi)	Wing center section lower beams, spanwise beams and floor beams, but not the seat tracks attached to floor beams. 

  

	 	(vii)	Wing-to-body structural attachments. 

  

	 	(viii)	Engine strut support fittings attached directly to wing primary structure. 

  

	 	(ix)	Support structure in the wing for spoilers and spoiler actuators; for aileron hinges and reaction links; and for leading edge devices and trailing edge flaps. 


 

	 	(x)	Trailing edge flap tracks and carriages. 

  

	 	(xi)	Aileron leading edge device and trailing edge flap internal, fixed attachment and actuator support structure. 


2. Body. 
  

	 	(i)	External surface skins and doublers, longitudinal stiffeners, longerons and circumferential rings and frames between the forward pressure bulkhead and the vertical stabilizer rear spar bulkhead and structural support
and enclosure for the APU but excluding all system components and related installation and connecting devices, insulation, lining, and decorative panels and related installation and connecting devices. 


 

	 	(ii)	Window and windshield structure but excluding the windows and windshields. 


  

					
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	 	(iii)	Fixed attachment structure of the passenger doors, cargo doors and emergency exits, excluding door mechanisms and movable hinge components. Sills and frames around the body openings for the passenger doors, cargo doors
and emergency exits, excluding scuff plates and pressure seals. 

  

	 	(iv)	Nose wheel well structure, including the wheel well walls, pressure deck, bulkheads, and gear support structure. 

  

	 	(v)	Main gear wheel well structure including pressure deck and landing gear beam support structure. 

  

	 	(vi)	Floor beams and support posts in the control cab and passenger cabin area, but excluding seat tracks. 

  

	 	(vii)	Forward and aft pressure bulkheads. 

  

	 	(viii)	Keel structure between the wing front spar bulkhead and the main gear wheel well aft bulkhead including splices. 

  

	 	(ix)	Wing front and rear spar support bulkheads, and vertical and horizontal stabilizer front and rear spar support bulkheads including terminal fittings but excluding all system components and related installation and
connecting devices, insulation, lining, and decorative panels and related installation and connecting devices. 

  

	 	(x)	Support structure in the body for the stabilizer pivot and stabilizer screw. 

 3. Vertical Stabilizer.

  

	 	(i)	External skins between front and rear spars. 

  

	 	(ii)	Front, rear and auxiliary spar chords, webs and stiffeners and attachment fittings. 

  

	 	(iii)	Inspar ribs. 

  

	 	(iv)	Rudder hinges and supporting ribs, excluding bearings. 

  

	 	(v)	Support structure in the vertical stabilizer for rudder hinges, reaction links and actuators. 

  

	 	(vi)	Rudder internal, fixed attachment and actuator support structure. 

 4. Horizontal Stabilizer. 

 

	 	(i)	External skins between front and rear spars. 

  

	 	(ii)	Front and rear spar chords, webs and stiffeners. 

  

	 	(iii)	Inspar ribs. 

  

	 	(iv)	Stabilizer center section including hinge and screw support structure. 


  

					
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	 	(v)	Support structure in the horizontal stabilizer for the elevator hinges, reaction links and actuators. 

  

	 	(vi)	Elevator internal, fixed attachment and actuator support structure. 

 5. Engine Strut. 

 

	 	(i)	Strut external surface skin and doublers and stiffeners. 

  

	 	(ii)	Internal strut chords, frames and bulkheads. 

  

	 	(iii)	Strut to wing fittings and diagonal brace. 

  

	 	(iv)	Engine mount support fittings attached directly to strut structure and including the engine-mounted support fittings. 


6. Main Landing Gear. 
  

	 	(i)	Outer cylinder. 

  

	 	(ii)	Inner cylinder, including axles. 

  

	 	(iii)	Upper and lower side struts, including spindles, universals and reaction links. 

  

	 	(iv)	Drag strut. 

  

	 	(v)	Orifice support tube. 

  

	 	(vi)	Downlock links including spindles and universals. 

  

	 	(vii)	Torsion links. 

  

	 	(viii)	Bell crank. 

  

	 	(ix)	Trunnion link. 

  

	 	(x)	Actuator beam, support link and beam arm. 

 7. Nose Landing Gear. 

 

	 	(i)	Outer cylinder. 

  

	 	(ii)	Inner cylinder, including axles. 

  

	 	(iii)	Orifice support tube. 

  

	 	(iv)	Upper and lower drag strut, including lock links. 

  

	 	(v)	Steering plates and steering collars. 

  

	 	(vi)	Torsion links. 

 NOTE: The Service Life Policy does not cover any bearings, bolts, bushings,
clamps, brackets, actuating mechanisms or latching mechanisms used in or on the SLP Components. 

  

					
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	  	 The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

 


  

VLS-PA-03815-LA-1208470 
 Avolon Aerospace Leasing Limited 

The Oval, Building 1 
 Shelbourne Road 

Ballsbridge, Dublin 4 
 Ireland 

 

			
	 Subject:
	 	Loading of Customer Software
		
	 Reference:
	 	Purchase Agreement No. PA-03815 (Purchase Agreement) between The Boeing Company (Boeing) and Avolon Aerospace Leasing Limited (Customer) relating to Model 737-8 and 737-9 aircraft
(Aircraft)

 This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used
but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. 
 1. Customer may request Boeing to install software
owned by or licensed to Customer (Software) in the following systems in the Aircraft: (i) aircraft communications addressing and reporting system (ACARS), (ii) digital flight data acquisition unit (DFDAU),
(iii) flight management system (FMS), (iv) cabin management system (CMS), (v) engine indication and crew alerting system (EICAS), (vi) airplane information management system (AIMS),
(vii) satellite communications system (SATCOM), and (viii) In-Flight Entertainment (IFE). 
 2. For all Software described in
paragraph 1, above, other than Software to be installed in SATCOM and IFE, the Software is not part of the configuration of the Aircraft certified by the FAA and therefore cannot be installed prior to delivery. If requested by Customer, Boeing
will install such Software after the transfer to Customer of title to the Aircraft, but before fly away. 
 3. The SATCOM Software is part of the
configuration of the Aircraft and included in the type design. If requested by Customer, Boeing will install the SATCOM Software prior to transfer to Customer of title to the Aircraft. 

4. For IFE Software, if requested by Customer, Boeing will make the Aircraft accessible to Customer and Customer’s IFE Software supplier so that the
supplier can install the Software after delivery of the Aircraft, but before fly away. 
 5. All Software which is installed by Boeing other than the SATCOM
Software will be subject to the following conditions: 
  

	 	(i)	Customer and Boeing agree that the Software is BFE for the purposes of Articles 3.1.3, 3.2, 3.4, 3.5, 3.10, 10 and 11 of Exhibit A, Buyer Furnished Equipment Provisions Document, to the AGTA and such articles
apply to the installation of the Software. 


  

					
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Software
	 		 	LA Page 1
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	 	(ii)	Customer and Boeing further agree that the installation of the Software is a service under Exhibit B, Customer Support Document, to the AGTA. 


 

	 	(iii)	Boeing makes no warranty as to the performance of such installation and Article 11 of Part 2 of Exhibit C of the AGTA, Disclaimer and Release; Exclusion of Liabilities and Article 8.2, Insurance, of
the AGTA apply to the installation of the Software. 

 Very truly yours, 

 

			
	 THE BOEING COMPANY

		
	 By
	 	   /s/ Jeffery J. Solomon

		
	 Its
	 	   Attorney-In-Fact



			
	
	ACCEPTED AND AGREED TO this
		
	 Date:
	 	   September 18, 2012

	
	 AVOLON AEROSPACE LEASING LIMITED

		
	 By
	 	   /s/ Tom Ashe

		
	 Its
	 	   Director



  

					
	 VLS-PA-03815-LA-1208470
 Loading of Customer
Software
	 		 	LA Page 2
		 	BOEING PROPRIETARY	 	










					
	



	  	 	  	 The Boeing Company

P.O. Box 3707
 Seattle, WA 98124-2207

 


  

VLS-PA-03815-LA-1208472 
 Avolon Aerospace Leasing Limited 

The Oval, Building 1 
 Shelbourne Road 

Ballsbridge, Dublin 4 
 Ireland 

 

			
	 Subject:
	  	Seller Purchased Equipment
		
	 Reference:
	  	Purchase Agreement No. 03815 (Purchase Agreement) between The Boeing Company (Boeing) and Avolon Aerospace Leasing Limited (Customer) relating to Model 737-8 and 737-9 aircraft
(Aircraft)

 This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used
but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. 
 1. General. 

Seller Purchased Equipment (SPE) is BFE that Boeing purchases for Customer and that is identified as SPE in the Detail Specification
for the Aircraft. 
 2. Customer Responsibilities. 

2.1 Supplier Selection. Customer will select SPE suppliers from a list provided by Boeing for the commodities identified on such list
and notify Boeing of the SPE suppliers in accordance with the supplier selection date(s) as set forth in Attachment A of this Letter Agreement. If Customer selects a seat, galley or galley insert supplier that is not on the Boeing offerable supplier
list, such seat, galley or galley insert will, subject to Boeing approval, become BFE and the provisions of Exhibit A, Buyer Furnished Equipment Provisions Document, of the AGTA will apply. 

2.2 Supplier Agreements. Customer will enter into initial agreements with the selected suppliers within ten (10) days of the
selection date(s) for the supplier to actively participate with Customer and Boeing in coordination actions including the Initial Technical Coordination Meeting (ITCM). Customer will enter into final agreements with selected suppliers for the
following additional provisions in accordance with the supplier agreement date(s) within thirty (30) days of the ITCM or as otherwise identified by Boeing: 

  

					
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	 	(i)	for emergency/miscellaneous equipment, providing standard supplier pricing, product support, warranty, spares, training and any additional support defined by Customer will be a direct pass through to Customer at time of
Aircraft delivery; 

  

	 	(ii)	for seats, galleys, galley inserts, and in-flight entertainment and cabin communications systems (IFE/CCS), negotiating price directly with the suppliers, product support including spares support, warranty,
training and any additional support defined by the Customer. Customer shall provide suppliers’ pricing to Boeing and shall obtain suppliers’ agreement to accept Boeing’s purchase orders reflecting the Customer negotiated pricing.


 2.3 Configuration Requirements. Customer is responsible for selecting equipment which is FAA certifiable at time of
Aircraft delivery, or for obtaining waivers from the applicable regulatory agency for non-FAA certifiable equipment. Customer will meet with Boeing and the selected SPE suppliers in the ITCM and any other scheduled meetings in order to: 

 

	 	(i)	for emergency/miscellaneous equipment, provide to Boeing the selected part specification/Customer requirements; 

  

	 	(ii)	for in-flight entertainment and cabin communications systems (IFE/CCS), participate with Boeing in meetings with such suppliers to ensure that suppliers’ functional system specifications meet Customer’s
and Boeing’s respective requirements; 

  

	 	(iii)	for galleys, provide to Boeing the definitive galley configuration requirements, including identification of refrigeration requirements and fixed and removable insert equipment by quantity, manufacturer and part number
not later than eight (8) weeks prior to galley supplier selection dates in Attachment A. 

  

	 	(iv)	for seats, Customer provide to Boeing the definitive seat configuration requirements not later than eight (8) weeks prior to seat supplier selection dates in Attachment A. 


  

					
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 3. Boeing Responsibilities. 

3.1 Supplier Selection 

3.1.1 Bidder’s List. For information purposes, Boeing will submit to Customer a bidder’s list of existing suppliers of seats
and galleys one hundred twenty (120) days prior to the supplier selection date(s) referred to in paragraph 2 (i) above. 

3.1.2 Request for Quotation (RFQ). Approximately ninety (90) days prior to the supplier selection date(s), Boeing will issue
its RFQ inviting potential bidders to submit bids for the galleys and seats within thirty (30) days of the selection date. 
 3.1.3
Bidders Summary. Not later than fifteen (15) days prior to the supplier selection date(s), Boeing will submit to Customer a summary of the bidders from which to choose a supplier for the galleys and seats. The summary is based on an
evaluation of the bids submitted using price, weight, warranty and schedule as the criteria. 
 3.2 Additional Boeing responsibilities: 

 

	 	(i)	placing and managing the purchase orders with the suppliers; 

  

	 	(ii)	coordinating with the suppliers on technical issues; 

  

	 	(iii)	for seats, galleys, galley inserts and IFE/CCS confirming the agreed to pricing with both the Customer and supplier; 

  

	 	(iv)	for IFE/CCS providing Aircraft interface requirements to suppliers and assisting suppliers in the development of their IFE/CCS system specifications and approving such specifications; 


 

	 	(v)	ensuring that the delivered SPE complies with the part specification; 

  

	 	(vi)	obtaining certification of the Aircraft with the SPE installed; 

  

	 	(vii)	for miscellaneous/emergency equipment, obtaining standard supplier pricing, and obtaining for Customer copies of product support, warranty, spares, training, and any additional support documentation defined by the
Customer which shall be provided to Customer prior to delivery of the Aircraft. 


  

					
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 4. IFE/CCS Software. 

IFE/CCS may contain software of the following two types: 

4.1 Systems Software. The software required to operate and certify the IFE/CCS systems on the Aircraft is the Systems Software and is
part of the IFE/CCS. 
 4.2 Customer’s Software. The software accessible to the Aircraft passengers which controls
Customer’s specified optional features is Customer’s Software and is not part of the IFE/CCS. 
 4.2.1 Customer is
solely responsible for specifying Customer’s Software functional and performance requirements and ensuring that Customer’s Software meets such requirements. Customer and Customer’s Software supplier will have total responsibility for
the writing, certification, modification, revision, or correction of any of Customer’s Software. Customer shall be responsible for and assumes all liability with respect to Customer’s Software. 

4.2.2 The omission of any Customer’s Software or the lack of any functionality of Customer’s Software will not be a
valid condition for Customer’s rejection of the Aircraft at the time of Aircraft delivery. 
 4.2.3 Boeing has no
obligation to approve any documentation to support Customer’s Software certification. Boeing will only review and operate Customer’s Software if in Boeing’s reasonable opinion such review and operation is necessary to certify the
IFE/CCS system on the Aircraft. 
 4.2.4 Boeing shall not be responsible for obtaining FAA certification for Customer’s
Software. 
 5. Price. 
 5.1 Advance
Payments. An estimated SPE price is included in the Advance Payment Base Prices shown in Table 1 for the purpose of establishing the advance payments for the Aircraft. 

5.2 Aircraft Price. The Aircraft Price will be adjusted to reflect the actual costs charged to Boeing by the SPE suppliers and
transportation charges. 
 6. Changes. 

After Customer’s acceptance of this Letter Agreement, any changes to SPE may only be made by and between Boeing and the SPE suppliers.
Customer requested changes to the SPE after execution of this Letter Agreement shall be made by Customer in writing directly to Boeing for approval and for coordination by Boeing with the SPE supplier. Any such change to the configuration of the
Aircraft shall be subject to price and offerability through Boeing’s master change or other process for amendment of the Purchase Agreement. 

  

					
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 7. Proprietary Rights. 

Boeing’s obligation to purchase SPE will not impose upon Boeing any obligation to compensate Customer or any supplier for any proprietary
rights Customer may have in the design of the SPE. 
 8. Remedies. 

8.1 If Customer does not perform its obligations as provided in this Letter Agreement or if supplier fails (for any reason other than a
default by Boeing under the purchase order terms) to deliver conforming SPE per the schedule set forth in the purchase order, then, in addition to any other remedies which Boeing may have by contract or under law, Boeing may: 

8.1.1 revise the schedule delivery month of the Aircraft to accommodate the delay in delivery of the conforming SPE and base the calculation of
the Escalation Adjustment on such revised delivery month; 
 8.1.2 deliver the Aircraft without installing the SPE; 

8.1.3 substitute a comparable part and invoice Customer for the cost; and 

8.1.4 increase the Aircraft Price by the amount of Boeing’s additional costs attributable to such noncompliance, including but not
limited to, disruption costs associated with out of sequence work by Boeing, any charges due to a supplier’s failure to perform in accordance with an SPE program milestones as established by Boeing and agreed to by the supplier and particularly
with respect to late delivery of such SPE. 
 8.2 Additionally, if delivery of SPE seats does not support the delivery of the Aircraft in
its scheduled delivery month, Customer agrees that: 
 8.2.1 Boeing may elect to deliver the Aircraft and Customer will accept delivery of
the Aircraft in the scheduled delivery month in a zero occupancy configuration: 
 8.2.1.1 if Boeing elects to deliver in a zero occupancy
configuration, Boeing will provide Customer with a retrofit offer, including price and schedule, for a service bulletin and remote certification in support of the post-delivery installation of the seats; and 

8.2.2 Boeing may charge Customer for Boeing’s additional costs attributable to, but not limited to, disruption costs associated with out
of sequence work by Boeing and any charges due to late delivery of such seats. 

  

					
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 8.2.3 Prior to Boeing imposing
remedies under this subsection 8.2, Boeing will make reasonable efforts to notify Customer in a timely manner if delivery of SPE seats will not support the delivery of the Aircraft. Boeing and Customer agree to discuss the noncompliance that
resulted in the late delivery of the SPE seats and discuss alternate remedies under this Section 8 if appropriate. 
 8.3 Alternate
Remedies. 
 In lieu of the terms set forth in paragraphs 8.1 and 8.2 above, Customer may select the alternate remedy provisions set forth
in this paragraph 8.3. Customer must provide notice of its election to utilize this paragraph 8.3 by providing written notice to Boeing no later than twenty four (24) months prior to the first day of the first month of the first Aircraft’s
Three Month Delivery Window (Remedy Election Notice). Should Customer not deliver the Remedy Election Notice within the prescribed time period, this paragraph 8.3 shall not apply to Boeing’s purchase of SPE on Customer’s behalf and
the terms of paragraphs 8.1 and 8.2 shall be in full force and effect for all Aircraft under this Purchase Agreement. Upon Customer’s timely delivery of the Remedy Election Notice indicating its election to utilize the alternate remedy terms in
this paragraph 8.3, the parties will execute a Supplemental Agreement to the Purchase Agreement removing paragraphs 8.1 and 8.2 from this Letter Agreement and including the following terms applicable to SPE: 

8.3.1 Boeing will charge Customer a fee equal to ten (10%) of the escalated price of the actual SPE equipment purchased and installed on
the Aircraft. Such fee will be due and payable upon Aircraft delivery and included in the final invoice for the Aircraft; 
 8.3.2 If
Customer’s nonperformance of its obligations in this Letter Agreement causes a delay in the delivery of the Aircraft or causes Boeing to perform out-of-sequence or additional work, Customer will reimburse Boeing for all resulting expenses and
be deemed to have agreed to any such delay in Aircraft delivery. In addition, Boeing will have the right to: 
 8.3.2.1 delay delivery of
the Aircraft; 
 8.3.2.2 deliver the Aircraft without installing the SPE; 

8.3.2.3 provide and install suitable alternate equipment and invoice Customer for the associated cost; and/or 

8.3.2.4 increase the Aircraft Price by the amount of Boeing’s additional costs attributable to such noncompliance. 

9. Title and Risk of Loss. 
 Title and
risk of loss of the SPE will remain with Boeing until the Aircraft is delivered to Customer. 

  

					
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 10. Customer’s Indemnification of Boeing.

 Customer will indemnify and hold harmless Boeing from and against all claims and liabilities, including costs and expenses (including
attorneys’ fees) incident thereto or incident to successfully establishing the right to indemnification, for injury to or death of any person or persons, including employees of Customer but not employees of Boeing, or for loss of or damage to
any property, including Aircraft, arising out of or in any way connected with any nonconformance or defect in any SPE and whether or not arising in tort or occasioned in whole or in part by the negligence of Boeing. This indemnity will not apply
with respect to any nonconformance or defect caused solely by Boeing’s installation of the SPE. 
 11. Definition. 

For purposes of the above indemnity, the term Boeing includes The Boeing Company, its divisions, subsidiaries and affiliates, the
assignees of each, and their directors, officers, employees and agents. 
 Very truly yours, 

 

					
	THE BOEING COMPANY
		
	By	 	   /s/ Jeffery J. Solomon

		
	Its	 	   Attorney-In-Fact

	
	ACCEPTED AND AGREED TO this
			
	Date:	 		 	   September 18, 2012

	
	AVOLON AEROSPACE LEASING LIMITED
		
	By	 	   /s/ Tom Ashe

		
	Its	 	   Director



  

					
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 Attachment A to 

Letter Agreement VLS-PA-03815-LA-1208472 

1. Supplier Selection. 
 Customer will:

 1.1 Select and notify Boeing of the suppliers and part numbers of the following SPE items by the following dates: 

 

			
	 Galley System
	  	 ****

		  	****
	Galley Inserts	  	 ****

		  	****
	Seats (passenger)	  	 ****

		  	****
	Overhead & Audio System	  	 ****

		  	****
	In-Seat Video System	  	 ****

		  	****
	Miscellaneous Emergency Equipment	  	 ****

		  	****
	 Cargo Handling Systems*
 (Single Aisle
Programs only)
	  	 ****

 


  

	*	For a new certification, supplier requires notification **** months prior to Cargo Handling System on-dock date. 


	**	Actual Supplier Selection dates will be provided when monthly delivery positions are available to customer. 


  

					
	 VLS-PA-03815-LA-1208472
 Seller Purchased
Equipment
	 		 	Attachment A Page 1
		 	BOEING PROPRIETARY	 	










					
	



	  	 	  	 The Boeing Company

P.O. Box 3707
 Seattle, WA 98124-2207

 


  

VLS-PA-03815-LA-1208469 
 Avolon Aerospace Leasing Limited 

The Oval, Building 1 
 Shelbourne Road 

Ballsbridge, Dublin 4 
 Ireland 

 

			
	Subject:	 	Assignment of Customer’s Interest to a Subsidiary or Affiliate
		
	Reference:	 	Purchase Agreement No. PA-03815 (Purchase Agreement) between The Boeing Company (Boeing) and Avolon Aerospace Leasing Limited (Customer) relating to Model 737-8 and 737-9 aircraft
(Aircraft)

 This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used
but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. 
 The terms of this Letter Agreement
will prevail in the event of any conflict between this Letter Agreement and any provision in the Purchase Agreement. 
 1. Assignment of Customer’s
Interest. 
 This Letter Agreement sets forth the conditions under which Boeing may consent to Customer’s request for an assignment
of Customer’s rights and interest under the Purchase Agreement to a subsidiary or affiliate of Customer. Boeing’s consent to such assignment request at any time prior to or at time of delivery of the Aircraft will require that:
(i) Customer provide Boeing with a guarantee, in a form satisfactory to Boeing, of Customer’s performance of all its obligations under the Purchase Agreement; (ii) Customer, and Customer’s assignee, be subject to Boeing’s
rights as defined in Section 2, below; (iii) such assignment shall not constitute a novation of the Purchase Agreement; (iv) Boeing shall not be subject to any additional liability as a result of the assignment which Boeing would not
otherwise be subject to under the Purchase Agreement; and, (v) the assignment shall not modify in any respect the continued rights of Boeing under the Purchase Agreement, or require Boeing to divest itself of title to or possession of the
Aircraft, or any other things, until delivery thereof and full payment is provided to Boeing. 
 2. Change of Control Event. 

In the event of a Change of Control, as defined herein, Boeing shall have the right to assume all rights of Customer, and of Customer’s
assignee, under the Purchase Agreement with respect to any affected Aircraft by paying an amount equal to the aggregate of the advance payments received and retained by Boeing under the Purchase Agreement for any such Aircraft. A Change of
Control shall mean the occurrence of any one or more of the following events: (i) any party taking any action to foreclose or otherwise exercise any right such party may have to control or otherwise direct Customer’s assignee pursuant
to a security agreement, pledge or otherwise; 

  

					
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 (ii) any change of ownership or control of
Customer’s assignee whether through sale, merger, consolidation or otherwise or whether through foreclosure, enforcement of a security interest, or otherwise resulting from the acts of any party; (iii) the creation of any lien upon the
assets of Customer’s assignee or any pledge of any ownership or other interest in Customer’s assignee to any party, or (iv) the bankruptcy (whether voluntary, involuntary or otherwise) or insolvency of Customer’s assignee. 

3. Assignment. 
 This Letter Agreement is
provided as an accommodation to Customer in consideration of its relationship with Boeing, and cannot be assigned in whole or in part. 
 4. Confidential
Treatment. 
 The information contained herein represents confidential business information and has value precisely because it is not
available generally or to other parties. Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who
understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing. 
 Very truly yours, 

 

			
	THE BOEING COMPANY
		
	By	 	 /s/ Jeffery J. Solomon

		
	Its	 	 Attorney-In-Fact

	
	ACCEPTED AND AGREED TO this


			
		
	Date:	 	 September 18, 2012

	
	AVOLON AEROSPACE LEASING LIMITED
		
	By	 	 /s/ Tom Ashe

		
	Its	 	 Director



  

					
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	Assignment of Customer’s Interest to a Subsidiary or Affiliate	 
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	  	 	  	 The Boeing Company

P.O. Box 3707
 Seattle, WA 98124-2207

 


  

VLS-PA-03815-LA-1208471 
 Avolon Aerospace Leasing Limited 

The Oval, Building 1 
 Shelbourne Road 

Ballsbridge, Dublin 4 
 Ireland 

 

			
	Subject:	  	Open Matters for 737-8 and 737-9 Aircraft
		
	Reference:	  	Purchase Agreement No. 03815 (Purchase Agreement) between The Boeing Company (Boeing) and Avolon Aerospace Leasing Limited (Customer) relating to Model 737-8 and 737-9 aircraft
(Aircraft)

 This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used
but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. 
 Given the long period of time between
Purchase Agreement signing and delivery of the first Aircraft and the continued development of the **** program, certain elements have not yet been defined. In consideration, Boeing and Customer agree to work together as the ****
program develops as follows: 
 1. Aircraft Delivery Schedule. 

1.1 Table 1A for the **** Aircraft and Table 1B for the **** Aircraft provide the delivery positions for the Aircraft in ****
delivery windows (****Delivery Window) consisting of a nominal delivery month (Nominal Delivery Month), plus and minus ****. The ****Delivery Window may not necessarily be **** prior to the Nominal Delivery
Month of Customer’s first Aircraft in each calendar year, Boeing will provide Customer the delivery month for each Aircraft with a Nominal Delivery Month in such calendar year. 

1.2 If, prior to the notice of the delivery month described in paragraph 1.1, Customer provides written notice to Boeing of a signed letter of
intent with a lessee for a specific Nominal Delivery Month, Boeing will reserve that particular Aircraft for that lessee in the Nominal Delivery Month for **** calendar days from the date of customer’s notice (LOI Period). If
Customer provides written notice of firm agreement with the lessee during the LOI Period, the Nominal Delivery Month will be established as the delivery month of the Aircraft. If the LOI Period expires without Customer providing notice of firm
agreement with the lessee for the Nominal Delivery Month, Boeing may provide an alternate delivery month for the Aircraft within the **** Delivery Window. 

1.3 The notices provided by Boeing pursuant to paragraph 1.1 and 1.2 will constitute an amendment to Table 1A and Table 1B of the Purchase
Agreement. The 

  

					
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amended Table 1A and Table 1B shall be the scheduled delivery positions for the purposes of applying all provisions of the Purchase Agreements, including without limitation the BFE on-dock dates,
calculation of Escalation Adjustment, and determination of the advanced payment schedule, however, the amended Table 1A and Table 1B will not revise or change the Advance Payment Base Price for the Aircraft. 

2. Skyline Flexibility. 
 2.1 Boeing, at
its sole discretion, shall have a one-time right to slide or accelerate delivery of up to **** of the Aircraft delivery positions in each year beginning in **** (Flexible Delivery Right), subject to the following terms and
conditions: 
  

	 	(i)	Boeing will provide written notice to Customer of its intent to exercise a Flexible Delivery Right (Flexible Delivery Notice) no later than the **** day of the month that is **** months prior to the
**** day of the **** month of the applicable **** Delivery Window; 

  

	 	(ii)	The applicable Aircraft delivery position may be slid or accelerated no more than **** months from the Nominal Delivery Month; and 


 

	 	(iii)	Boeing may slide or accelerate a particular delivery position only once. 

 2.2 For any Aircraft
for which the month of delivery has been rescheduled under this Section 2, the calculation of the Escalation Adjustment will be based on the revised delivery month established for such Aircraft and the advance payment schedule for such Aircraft
will be adjusted to reflect the revised delivery month. 
 2.3 Customer and Boeing will execute a supplemental agreement to the Purchase
Agreement to incorporate the revised scheduled month of delivery of the Aircraft within **** days of the Flexible Delivery Notice. 
 3. Aircraft
Configuration. 
 3.1 The initial configuration of Customer’s Model **** Aircraft and **** Aircraft has been defined
by Boeing Model **** basic specification ****, dated **** (Initial Configuration). Final configuration of the Aircraft (Final Configuration) will be completed using the then-current Boeing configuration
documentation in accordance with the following schedule: 
 3.1.1 No later than **** months prior to the **** Aircraft’s
scheduled delivery, Boeing and Customer will discuss potential optional features. 
 3.1.2 Within **** days after that meeting,
Boeing will provide Customer with a proposal for those optional features that can be incorporated into the Aircraft during production. 

3.1.3 Customer will then have **** days to accept or reject the optional features. 

  

					
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 3.1.4 Within **** days
following Final Configuration, Boeing and Customer will execute a written amendment to the Purchase Agreement which will reflect the following: 

3.1.4.1 Changes applicable to the basic Model **** aircraft which are developed by Boeing between the date of signing of the
Purchase Agreement and date of Final Configuration. 
 3.1.4.2 Incorporation into Exhibit A of the Purchase Agreement, by written
amendment, those optional features which have been agreed to by Customer and Boeing (Customer Configuration Changes); 
 3.1.4.3
Revisions to the Supplemental Exhibit BFE1 to reflect the selection dates and on-dock dates of BFE; 
 3.1.4.4 Changes to the Optional
Features Prices, and Aircraft Basic Price to adjust for the difference, if any, between the prices estimated in Table 1 of the Purchase Agreement for optional features reflected in the Aircraft Basic Price and the actual prices of the optional
features reflected in the Customer Configuration Changes. Such changes will not result in a change to the Advance Payment Base Price provided in Table 1. Optional Features Prices will comply with the provisions of paragraph 6 of letter agreement
VLS-PA-03815-LA-1208481 “Special Matters”. 
 4. Performance Guarantees. 

Boeing is designing the **** Aircraft with the intent of providing similar or better takeoff performance than the **** when
similar thrust ratings are considered at normal operating conditions. Similarly, Boeing is designing the **** Aircraft with the intent of providing similar or better takeoff performance than the **** when similar thrust ratings
are considered at normal operating conditions. Boeing will provide Customer with a takeoff guarantee for the **** Aircraft and **** Aircraft when Customer has confirmed relevant configuration choices of MTOW and engine
thrust. At Customer’s request, comparative takeoff performance information may be provided after **** to assist Customer in the appropriate thrust selection for their lessee’s operations. 

5. Customer Support Variables. 
 5.1 The
initial customer support package contained in Supplemental Exhibit CS1 to the Purchase Agreement is predicated upon the **** customer support package. Boeing intends to further refine the post-delivery support package for the **** and
will provide this revised package to Customer no later than **** months prior to the **** scheduled delivery quarter of the first Aircraft. The provision of such revised Supplemental Exhibit CS1 will constitute an amendment to the
Purchase Agreement and will provide the Customer in aggregate an overall Boeing post-delivery support package that is equivalent to, or better than, the Supplemental Exhibit CS1 included in the Purchase Agreement as of the date of this Letter
Agreement. 

  

					
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 5.2 Additionally, Boeing will engage
in discussions with Customer in conjunction with the providing of the updated Supplemental Exhibit CS1 to offer to Customer additional uniquely tailored post-delivery support services beyond the scope of the Supplemental Exhibit CS1 that will
further enhance the maintainability and operational efficiency of the Aircraft. 
 6. Other Letter Agreements. 

Boeing and Customer acknowledge that as they work together to develop the **** program and as Boeing refines the definition of the
Aircraft and associated production processes, there may be a need to execute or amend letter agreements addressing one or more of the following: 

6.1 Software. Additional provisions relating to software and software loading. 

6.2 Seller Purchased Equipment (SPE) and/or In-Flight Entertainment (IFE). Provisions relating to the terms under which
Boeing may offer or install SPE in the Aircraft. 
 6.3 Buyer Furnished Equipment (BFE). Provisions relating to the terms
under which Boeing may install and certify Customer’s BFE in the Aircraft. 
 7. Confidential Treatment. 

The information contained herein represents confidential business information and has value precisely because it is not available generally or
to other parties. Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to
disclose its contents to any other person or entity without the prior written consent of Boeing. 

  

					
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 Very truly yours, 

 

			
	THE BOEING COMPANY
		
	By	 	 /s/ Jeffery J. Solomon

		
	Its	 	 Attorney-In-Fact

	
	ACCEPTED AND AGREED TO this


			
		
	Date:	 	 September 18, 2012



			
	
	AVOLON AEROSPACE LEASING LIMITED
		
	By	 	 /s/ Tom Ashe

		
	Its	 	 Director



  

					
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	 Open Matters for 737-8 and 737-9 Aircraft
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	  	 	  	 The Boeing Company

P.O. Box 3707
 Seattle, WA 98124-2207

 


  

VLS-PA-03815-LA-1208473 
 Avolon Aerospace Leasing Limited 

The Oval, Building 1 
 Shelbourne Road 

Ballsbridge, Dublin 4 
 Ireland 

 

			
	 Subject:
	  	Export-Import Bank Financing Application Disclosure
		
	 Reference:
	  	Purchase Agreement No. PA-03815 (Purchase Agreement) between The Boeing Company (Boeing) and Avolon Aerospace Leasing Limited (Customer) relating to Model 737-8 and 737-9 aircraft
(Aircraft)

 This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used
but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. 
 1. ****. 

2. Confidentiality. 
 The information
contained in this Agreement represents confidential business information and has value precisely because it is not available generally or to other parties. Customer therefore agrees to limit disclosure of the information contained in this Agreement
to employees of Customer with a need to know or to certain other entities (including Customer’s legal advisors, financiers or governmental authorities) in order to assist Customer in evaluating Customer’s purchase of the Aircraft and who
in turn agree not to disclose its contents to any other person or entity without the prior written permission of Boeing. 
 Very truly yours, 

 

			
	THE BOEING COMPANY
		
	By	 	 /s/ Jeffery J. Solomon

		
	Its	 	 Attorney-In-Fact

	
	ACCEPTED AND AGREED TO this
		
	Date:	 	 September 18, 2012



  

					
	 VLS-PA-03815-LA-1208473

Export-Import Bank Financing Application Disclosure
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	AVOLON AEROSPACE LEASING LIMITED
		
	By	 	 /s/ Tom Ashe

		
	Its	 	 Director



  

					
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	Export-Import Bank Financing Application Disclosure	 
		 	BOEING PROPRIETARY	 	










					
	



	  	 	  	 The Boeing Company

P.O. Box 3707
 Seattle, WA 98124-2207

 


  

VLS-PA-03815-LA-1208474 
 Avolon Aerospace Leasing Limited 

The Oval, Building 1 
 Shelbourne Road 

Ballsbridge, Dublin 4 
 Ireland 

 

			
	Subject:	  	Leasing Matters
		
	Reference:	  	Purchase Agreement No. PA-03815 (Purchase Agreement) between The Boeing Company (Boeing) and Avolon Aerospace Leasing Limited (Customer) relating to Model 737-8 and 737-9 aircraft
(Aircraft)

 This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used
but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. 
 It is understood that Customer intends
to lease the Aircraft to a third party or parties (Lessee or Lessees) and that such Lessees will be in the commercial airline business as an operator of aircraft. This Letter Agreement relates to certain services that Boeing will
provide to such Lessees. 
 1. Lease of Aircraft Prior to Delivery. 

In most cases, leases will be entered into prior to delivery of the Aircraft to be leased. The parties understand that provisions related to
lease of an Aircraft and assignment of Purchase Agreement rights related thereto are contained in Article 9 of the AGTA. 
 2. Identification of
Lessee(s). 
 2.1 At the time of execution of the Purchase Agreement, Customer has not identified Lessees to Boeing for any of the
Aircraft. Customer agrees to give Boeing written notice as soon as reasonably practicable [(preferably **** or more months prior to the month during which a particular Aircraft is scheduled for delivery)] of the name and address of the
applicable Lessee, the month of Aircraft delivery, the desired country of registration, the manufacturer’s serial number, and the term of the lease. If a configuration for the Aircraft identified for a Lessee has not been defined by ****
prior to the scheduled month of delivery, then Boeing reserves the right to implement such Aircraft into production in the Customer’s baseline configuration set forth in Exhibit A1 or Exhibit A2 to the Purchase Agreement, as
applicable. It is understood that identifying a Lessee within the preferred time frame does not assure that all desired configuration changes will be available for the Aircraft identified for the Lessee (e.g. If Lessee requires a configuration that
complies with the Head Impact Criteria (HIC) requirements, then Customer must identify Lessee and configuration no later than **** prior to delivery). 

  

					
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 2.2 Promptly after such notification
for other than U.S. registered aircraft, Boeing will give Customer written notice as to whether such Aircraft can be delivered no later than its contract delivery month and in a configuration such that an Export Certificate of Airworthiness can be
obtained for the desired country of registry requested. 
 2.3 In the event Boeing determines that obtaining such requested Export
Certificate of Airworthiness would result in delivery of such Aircraft later than its contract delivery month, the Aircraft will be certified with a Standard Airworthiness Certificate and Customer will, upon tender of delivery of the Aircraft in
accordance with the Purchase Agreement, accept delivery of such Aircraft with such Standard Airworthiness Certificate. 
 3. Customer Support. 

3.1 It is recognized by Boeing that the Lessees to be identified under paragraph 2 above may have different requirements with regard to
training, services and Materials applicable to the Aircraft. For the purpose of this Letter Agreement, and in order to determine the applicability of either Supplemental Exhibit CS1-1, CS1-2 or CS1-3 (and Parts thereof) to each of the Lessees, the Customer Support categories listed below will apply. Applicability of these categories will be at the sole discretion of Boeing and may be modified by Boeing to
meet the specific circumstances of the Lessee. 
  

	 	(i)	Category 1 is for a new model introduction into the Lessee’s fleet. The Lessee does not operate and is not scheduled to accept delivery of an aircraft that is in the same model family as the Aircraft prior to
delivery of Customer’s Aircraft to the Lessee. 

  

	 	(ii)	Category 2 is for a major sub-model differences introduction into the Lessee’s fleet. The Lessee operates or is scheduled to accept delivery of an aircraft that is in the same model family as the Aircraft
prior to delivery of Customer’s Aircraft to the Lessee and is not determined to be Category 3. 

  

	 	(iii)	Category 3 is for a minor sub-model differences introduction into the Lessee’s fleet. The Lessee operates or is scheduled to accept delivery of an aircraft that is the same sub-model or a sub-model with minor
variation from the Aircraft prior to delivery of Customer’s Aircraft to the Lessee. 

 3.1.1 After Customer identifies
the Lessee of an Aircraft to Boeing, Boeing will promptly give written notice to Customer of the Customer Support category and which Customer Support Document (Supplemental
Exhibit CS1-1, CS1-2 or CS1-3) in the Purchase Agreement is applicable to such Lessee. For avoidance of doubt,
Boeing will be obligated to provide only one Customer Support Document package (CS1-1, CS1-2 or CS1-3) to any Lessee. 

  

					
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 3.1.2 Boeing will provide the
training, services and Materials set forth in Supplemental Exhibit CS1-1, CS1-2 or CS1-3 to the Purchase Agreement under the
terms, conditions and provisions thereof to Lessees in Categories 1, 2 or 3 respectively; provided, that such Lessees are the initial Lessees of the Aircraft. 

3.2 Prior to the provision of any training, services and Materials, Customer and Lessee will enter into a partial assignment of certain rights
and duties under the Purchase Agreement containing terms and conditions essentially as set forth in Attachment A to this Letter Agreement. Such partial assignment will relate only to training, services and Materials, will not assign warranty or
other rights under the Purchase Agreement, which will be reserved until delivery and assigned at that time, and will be subject to Boeing’s consent pursuant to the provisions of Article 9 of the AGTA. Notwithstanding the assignment
described herein, Customer acknowledges that it remains responsible for performance of all the terms and conditions of the Purchase Agreement. In addition, Customer will require Lessee to provide the protections described in Article 8 of the
AGTA. Customer expressly agrees that Boeing’s providing all or part of the training, services and Materials prior to receipt of the insurance certificate described in Article 8 of the AGTA or other evidence of Lessee’s compliance with
the provisions of Article 8 of the AGTA, will not release Customer from any obligations described herein. 
 4. Spare Parts. 

4.1 It is understood that the Lessee of each Aircraft will require spare parts to support operations of the Aircraft. For any Lessee that has
a Spare Parts General Terms Agreement (GTA) or Customer Services General Terms Agreement (CSGTA) with Boeing, promptly after the Lessee is identified as provided in paragraph 2 above, Boeing will provide notice to Customer that the lessee may enter
into a GTA supplement or use the Lessee’s CSGTA for the acquisition of initial and sustaining spare parts for the leased Aircraft. 

4.2 For any Lessee that does not have a GTA or CSGTA with Boeing, Boeing and Customer agree that, upon execution of an assignment in a form
acceptable to Boeing, Customer’s CSGTA may be utilized for a period not to exceed **** from the date of the Lessee notice, for the acquisition by the Lessee of initial and sustaining spare parts for the Lessee’s Aircraft. During
this period, Boeing will enter into good faith negotiations with the Lessee for their own CSGTA with Boeing. Promptly after such Lessee is identified, Boeing, Customer and Lessee will enter into the assignment described in Article 15 of
Customer’s CSGTA. Once assigned, Boeing will provide notice that the Lessee may, for the specified period, use Customer’s CSGTA for the acquisition of initial and sustaining spare parts for the leased Aircraft. The CSGTA payment provisions
will apply for the Spare Parts ordered by the lessee for the Aircraft; provided, however, the **** payment provisions are subject to approval of the Lessee’s credit by Boeing. 

  

					
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 5. Schedule Requirements. 

In the event of late notification by Customer of the identity of the Lessee as required by paragraph 2 above, Boeing’s ability to
schedule and provide the training, services and Materials and initial provisioning of spare parts to support a Lessee’s operation of the Aircraft may be subject to subcontracting of such support services to third parties or to severe
curtailment of such training, services and Material if such subcontracting is not practicable. 
 6. Assignment of Additional Rights at Delivery.

 At the time of delivery by Boeing of any Aircraft to Customer and Customer’s re-delivery of an Aircraft to an initial Lessee,
Customer and Lessee will enter into an assignment of the remaining rights and duties under the Purchase Agreement (including warranty rights), pursuant to the provisions of Article 9 of the AGTA. 

7. Confidential Treatment. 
 Customer
understands and agrees that the information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Customer agrees to limit the disclosure of its contents to
employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior
written consent of Boeing. 

  

					
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 Very truly yours, 

 

			
	THE BOEING COMPANY
		
	By	 	 /s/ Jeffery J. Solomon

		
	Its	 	 Attorney-In-Fact

	
	ACCEPTED AND AGREED TO this


			
		
	Date:	 	 September 18, 2012



			
	
	AVOLON AEROSPACE LEASING LIMITED
		
	By	 	 /s/ Tom Ashe

		
	Its	 	 Director



  

					
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 ATTACHMENT A to 

Letter Agreement VLS-PA-03815-LA-1208474 

EXPLANATION & INSTRUCTIONS: 

The Partial Assignment of Rights form which follows as Attachment A must be executed prior to the provision of the training, services and
Materials described in the applicable Supplemental Exhibit (Customer Support Document) to the Purchase Agreement. It assigns only rights described in such document and does not assign warranty or other rights under the Purchase Agreement,
which are reserved until delivery and are assigned at that time. 

  

					
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	 		 	Attachment A Page 1
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 Boeing Commercial Airplanes 

P.O. Box 3707 
 Seattle, Washington 98124-2207 

 

	Attention:	Vice President — Contracts 

             Mail
Stop 75-38 
  

	Subject:	Partial Assignment of Rights — Avolon Aerospace Leasing Limited as Lessor and             as Lessee of Model 737-8 Aircraft 


Gentlemen: 
 In connection with the lease by
Avolon Aerospace Leasing Limited (Customer) to             (Lessee) of a Boeing aircraft (more fully described below), reference is made to the following documents: 

 

	 	(i)	Purchase Agreement No. PA-03815 dated as of             , 20            , between The Boeing
Company (Boeing) and Customer, as amended and supplemented (Purchase Agreement), under which Customer purchased Boeing Model 737-8 aircraft, including certain aircraft which have been designated for lease to Lessee
(Aircraft). 

  

	 	(ii)	Aircraft General Terms Agreement No. AGTA-VLN dated as of             , 20            ,
between Boeing and Customer, as amended and supplemented (AGTA), which defines terms and conditions referenced in the Purchase Agreement. 

  

	 	(iii)	+ dated as of             , 20            between Customer and Lessee relating to the lease of the
Aircraft (Lease). 

 Pursuant to the Lease, Customer has agreed to lease the Aircraft to Lessee. Included in such Lease
is the transfer to Lessee of certain rights to receive training, support and services, and other things related to the Aircraft under the provisions of Supplemental Exhibit CS1 (Customer Support Document) to the Purchase Agreement.
In order to accomplish such transfer of such rights, as authorized by the provisions of Article 9 of the AGTA, the parties agree as follows: 
 1.
Lessee’s Agreement to be Bound. 
 In consideration of Boeing’s acknowledgment of this notice, Lessee, its successors and
permitted assigns, hereby agree to be bound by and comply with all applicable terms, conditions, and limitations of the Purchase Agreement including, without limitation, the exclusion of liability, disclaimer, and insurance provisions of the AGTA as
incorporated into the Purchase Agreement. 

  

					
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 2. Lessee’s Insurance. 

Boeing’s obligation to provide the training, services and Materials to Lessee is conditioned on the receipt by Boeing of evidence of
compliance by Lessee with the insurance requirements set forth in Article 8.2 of the AGTA, prior to the provision of such training, services and Materials. 

3. Continuing Lessor Rights and Obligations. 

Customer reserves to itself all rights, claims and interests it may have under the Purchase Agreement not expressly assigned to Lessee
hereunder and Customer acknowledges that it remains responsible to perform all of the terms and conditions of the Purchase Agreement, including without limitation responsibility (i) for any payments due Boeing with respect to the Aircraft under
Article 3 (Price) and Article 4 (Payment) of the Purchase Agreement and any Spare Parts or Leased Parts for the Aircraft ordered by Customer under Customer’s CSGTA, and (ii) for the risk protections specified
in Article 8 of the AGTA. 
 4. Appointment of Lessee. 

Customer hereby assigns to Lessee the sole authority to exercise all rights and powers of Customer with respect to the training, services and
Materials under the Customer Support Document to the Purchase Agreement. Such authorization will continue until Boeing will have received from Customer written notice to the contrary addressed to Boeing’s Vice President — Contracts, P.O.
Box 3707, Seattle, Washington 98124-2207 (by courier: 1901 Oakesdale Avenue SW, Renton, WA 98055). Until Boeing will have received such notice, Boeing will be entitled to deal exclusively and solely with
Lessee with respect to the training, services and Materials and with respect to the rights, powers, duties or obligations under the Customer Support Document to the Purchase Agreement, and all actions taken by Lessee or agreements entered into by
Lessee with respect to such training, services and Materials during the period prior to Boeing’s receipt of such notice will be final and binding upon Customer. 

5. Modification, Revision or Substitution of Training, Services and Materials. 

Customer and Lessee agree that the appointment of Lessee set forth in paragraph 4 herein includes the authority, with Boeing’s
agreement, to modify, revise or substitute the form, type, and scope of the training, services and Materials; provided however, that such modification, revision or substitution does not create any additional financial obligation by Customer to
Boeing. It is further understood and agreed that the provisions of this assignment (including but not limited to matters of exclusion of liability, disclaimer, and insurance) will apply to the provision by Boeing of such modified, revised or
substituted training, services and Materials to the same extent as if they were specifically described in the Purchase Agreement. 

  

					
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 6. Boeing Rights and Obligations. 

Customer and Lessee confirm expressly for the benefit of Boeing that nothing in this assignment will (i) subject Boeing to any obligation
or liability to which it would not otherwise be subject under the Purchase Agreement or limit, restrict, or change in any respect Boeing’s rights, representations, warranties, indemnities or other agreements thereunder, except as otherwise
expressly provided herein, (ii) limit any rights of set-off Boeing may have under applicable law, or (iii) require Boeing to divest itself of title to or possession of the Aircraft until delivery
thereof and payment therefore as provided in the Purchase Agreement. 
 7. Signing in Counterparts. 

This assignment may be signed by the parties hereto in separate counterparts, each of which when executed and delivered will be an original,
but all such counterparts will together constitute but one and the same instrument. 
 8. GOVERNING LAW. 

THIS AGREEMENT WILL BE GOVERNED BY THE LAW OF THE STATE OF WASHINGTON, U.S.A., INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND
PERFORMANCE, AND EXCLUSIVE OF WASHINGTON’S CONFLICTS OF LAWS RULES. 
 9. Lessee Acceptance. 

Lessee hereby accepts the authorizations set forth in paragraphs 4 and 5 herein. 

We request that Boeing, upon receipt of this letter, acknowledge receipt thereof and confirm the transfer of rights under the Purchase
Agreement as set forth above, by signing the acknowledgment set forth below and forwarding one copy of this letter, so acknowledged, to each of the undersigned. 

  

					
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 IN WITNESS WHEREOF, the parties
hereto have caused this Partial Assignment of Rights agreement to be duly executed as of the dates written below. 
 Very truly yours, 

 

			
	Avolon Aerospace Leasing Limited
		
	 By
	 	  

		
	 Its
  
	 	 Attorney-In-Fact

 

	
	 ACCEPTED AND AGREED TO this

		
	 Date:
	 	  

	
	 +[NAME OF LESSEE]

		
	 By
	 	  

		
	 Its
	 	  



  

					
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 Boeing Acknowledgment 

Receipt of the above letter acknowledged and transfer of rights under the Purchase Agreement with respect to the Aircraft as described above
confirmed, effective as of the date indicated below: 
  

			
	THE BOEING COMPANY
		
	 By
	 	  

		
	Its	 	Attorney-In-Fact
		
	 Date:
	 	
                    ,
20



  

					
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	  	 	  	 The Boeing Company

P.O. Box 3707
 Seattle, WA 98124-2207

 


  

VLS-PA-03815-LA-1208475 
 Avolon Aerospace Leasing Limited 

The Oval, Building 1 
 Shelbourne Road 

Ballsbridge, Dublin 4 
 Ireland 

 

	Subject:	Liquidated Damages **** 

  

	Reference:	Purchase Agreement No. 03815 (Purchase Agreement) between The Boeing Company (Boeing) and Avolon Aerospace Leasing Limited (Customer) relating to Model 737-8 and 737-9 aircraft
(Aircraft) 

 This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms
used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. 
 Definition of Terms: 

****: Delay in delivery of any Aircraft beyond the last day of the delivery month (Scheduled Delivery Month) established in the Purchase
Agreement by any cause that is ****for which Customer is otherwise entitled to a remedy from Boeing pursuant to applicable law. 
 1. Liquidated
Damages. 
 Boeing agrees to pay Customer liquidated damages **** (collectively the ****. The amount of liquidated damages
will be derived from data in the most recent Aircraft Information Services, Inc. (AISI), Aircraft Value Analysis Company (AVAC), and Ascend (together, Industry Data) publications at the time Customer receives notice of a **** from
Boeing. The Industry Data average for the most recent **** years of published lease rates for the Boeing Model **** aircraft (or a **** model aircraft if Industry Data does not contain **** data) or the Boeing Model
**** (or a **** model aircraft if Industry Data does not contain **** data), as applicable, will be divided by thirty (30) days to determine the rate per day (Daily Rate). In no event will the amount paid exceed an
aggregate sum of **** of the Daily Rate (Liquidated Damages). Liquidated Damages shall be payable at (i) actual delivery of the Aircraft, or, (ii) in the event of a termination pursuant to Section 3 below, at the later
to occur of the **** of the Scheduled Delivery Month or **** after the effective date of the termination. 
 2. Interest. 

In addition to the Liquidated Damages in Section 1, for each day of **** commencing **** after the Scheduled Delivery
Month, Boeing will pay Customer interest calculated as follows (Interest): 

  

					
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 The product of the daily interest
rate (computed by dividing the interest rate in effect for each day by three hundred sixty-five (365) day, or three hundred sixty-six (366) days, as the case may be) times the entire amount of advance payments received by Boeing for such
Aircraft. The interest rate in effect for each day shall be computed using the **** effective the first business day of the calendar quarter and reset each calendar quarter. 

Such interest will be calculated on a simple interest basis and paid in full at the same time as the Liquidated Damages. 

3. Right of Termination. 
 Customer will
not have the right to refuse to accept delivery of any Aircraft **** unless and until the aggregate duration of the Non-Excusable Delay for such Aircraft exceeds **** Period). Within **** of receipt of written notice from Boeing
that delivery of an Aircraft will be delayed beyond the **** Period, either party may terminate the Purchase Agreement as to such Aircraft by written or telegraphic notice given to the other. If neither Party terminates the Purchase Agreement
within said **** period the Purchase Agreement will remain in effect for that Aircraft. 
 4. Return of Advance Payments. 

If the Purchase Agreement is terminated with respect to any Aircraft for a **** Boeing will, in addition to paying Liquidated Damages
and Interest as described above, promptly repay to Customer the **** received by Boeing for such Aircraft. 
 5. Exclusive Remedies. 

The remedies set forth in this Letter Agreement are Customer’s exclusive remedies for a ****and are in lieu of all other damages,
claims, and remedies of Customer arising at law or otherwise for any **** in the Aircraft delivery. Customer hereby waives and renounces all other claims and remedies arising at law or otherwise for any such ****. 

6. Assignment. 
 Notwithstanding any
other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s taking title to the Aircraft at the time of delivery and leasing the Aircraft to
commercial operators and cannot be assigned in whole or, in part. 
 7. Confidential Treatment. 

The information contained herein represents confidential business information and has value precisely because it is not available generally or
to other parties. Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to
disclose its contents to any other person or entity without the prior written consent of Boeing. 

  

					
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 Very truly yours, 

THE BOEING COMPANY 
  

			
	By	 	   /s/ Jeffery J. Solomon

		
	Its	 	   Attorney-In-Fact



 

			
	ACCEPTED AND AGREED TO this
		
	Date:          	 	   September 18, 2012



 

			
	AVOLON AEROSPACE LEASING LIMITED
		
	By	 	   /s/ Tom Ashe

		
	Its	 	   Director



  

					
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	  	 	  	 The Boeing Company

P.O. Box 3707
 Seattle, WA 98124-2207

 


  
  

VLS-PA-03815-LA-1208476 
 Avolon Aerospace Leasing Limited 

The Oval, Building 1 
 Shelbourne Road 

Ballsbridge, Dublin 4 
 Ireland 

 

			
	Subject:	  	Performance Matters
		
	Reference:	  	Purchase Agreement No. 03815 (Purchase Agreement) between The Boeing Company (Boeing) and Avolon Aerospace Leasing Limited (Customer) relating to Model 737-8 and 737-9 aircraft
(Aircraft)

 This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used
but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. 
 Boeing and Customer (collectively the
Parties) agree that **** of the 737-8 and 737-9 is based, in part, ****. Boeing will use the method described below (Block ****Verification) to determine the ****of the Aircraft. **** the terms of this
Letter Agreement will determine the rights and obligations of the Parties. 
 1. Block ****Verification. 

**** 
 2. Rights and Obligations
****. 
 2.1**** In the event **** for any Aircraft, at or before the time Boeing tenders that Aircraft for
delivery, Boeing will ****. Customer cannot refuse to accept delivery of such Aircraft ****, unless such Aircraft is terminated prior to delivery pursuant to the terms herein. 

2.2 Post Delivery ****Compliance Deviation. In the event the ****for any Aircraft, the following terms and
conditions will apply: 
 2.2.1 Within ****following delivery, **** airframe improvement parts and/or engine improvement parts
(Improvement Parts) which****. 
 2.2.2 To the extent Improvement parts are provided, **** 

2.2.3 If Boeing elects to provide, or to cause to be provided, Improvement Parts for such Aircraft, then Customer and Boeing will mutually
agree upon ****. Boeing and/or engine manufacturer, as applicable, will provide reasonable support for such a program at no charge to Customer. 

2.2.4 If Customer elects to install Improvement Parts in such Aircraft, they will be **** of such Improvement Parts to Customer if such
installation can be 

  

					
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accomplished during Aircraft line maintenance. Improvement Parts which cannot be installed during Aircraft line maintenance will be installed within a mutually agreed period of time. All
Improvement Parts will be installed in accordance with Boeing and engine manufacturer instructions. 
 2.2.5 Boeing will provide and/or will
cause engine manufacturer to **** Improvement Parts related to engines ****. Boeing and/or the engine manufacturer, as applicable, will give Customer reasonable advance written notice of the estimated on-dock date at Customer’s
maintenance base for any such Improvement Parts. **** 
 3. **** 

3.1 ****Such discussions may result in an adjustment of the commercial terms of the Purchase Agreement or an alternative remedy,
including termination of the Purchase Agreement in relation to the applicable Aircraft, subject to mutual agreement of the parties. 

3.1.1 **** 
 3.1.2
**** 
 4. Rights and Obligations **** 

4.1 **** Customer and Boeing will negotiate in good faith to reach an agreement to ****If Boeing and Customer are unable to
reach agreement within a reasonable time ****, then Boeing will notify Customer in writing **** Status Notification). Within ****of receipt of the ****Status Notification from Boeing, Customer may, **** the
Purchase Agreement will remain in effect for that Aircraft. 
 4.2 **** and, if elected, shall constitute Customer’s sole and
exclusive remedy. 
 5. **** of Benefits. 

Boeing and Customer agree it is not the intent of the parties to provide **** (a) by Boeing under the Purchase Agreement, or any
other agreement between Boeing and Customer, or (b) by engine manufacturer under any agreement between engine manufacturer and Customer, **** 

6. Exclusive Remedy. 
 Customer agrees
that the remedies contained in Sections 2, 3 and 4 herein are Customer’s exclusive remedies **** and are in lieu of all other rights, remedies, claims and causes of action Customer may have, arising at law or otherwise, in
connection therewith and shall constitute complete, full and final settlement and satisfaction of any and all of Boeing’s obligations and liabilities to Customer in connection therewith. Customer releases Boeing and its successors, affiliates
and subsidiaries from all present, past and future rights, remedies, claims and causes of action, whether arising at law or otherwise, known or unknown, relating to or arising **** 

  

					
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 7. Assignment. 

Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to
Customer in consideration of Customer’s taking title to the Aircraft at the time of delivery and leasing the Aircraft to commercial operators and cannot be assigned in whole or, in part. 

8. Confidential Treatment. 
 Customer
understands and agrees that the information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Customer agrees to limit the disclosure of its contents to
employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior
written consent of Boeing. 
 Very truly yours, 
 THE BOEING
COMPANY 
  

			
	By	 	   /s/ Jeffery J. Solomon

		
	Its	 	   Attorney-In-Fact



 

			
	ACCEPTED AND AGREED TO this
		
	Date:          	 	   September 18, 2012



 

			
	AVOLON AEROSPACE LEASING LIMITED
		
	By	 	   /s/ Tom Ashe

		
	Its	 	   Director



  

					
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 Attachment A to Letter Agreement 

No. VLS-PA-03815-LA-1208476 
 Page 1 

 
 **** REFERENCE LEVEL 

FOR AVOLON AEROSPACE LEASING LIMITED MODEL **** 

**** 
  

			
	SECTION	  	CONTENTS                
		
	1	  	AIRCRAFT MODEL APPLICABILITY
		
	2	  	****REFERENCE LEVEL
		
	3	  	AIRCRAFT CONFIGURATION
		
	4	  	CONDITIONS
		
	5	  	DEMONSTRATION


  

					
	P.A. No. 03815	 		 	
	AERO-B-BBA4-M12-0723	 		 	SS12-0632
		 	BOEING PROPRIETARY	 	









 Attachment A to Letter Agreement 

No. VLS-PA-03815-LA-1208476 
 Page 2 

 
  

	1	AIRCRAFT MODEL APPLICABILITY 

  

	1.1	The ****Reference Level contained in this attachment is applicable to the **** Aircraft equipped with Boeing furnished LEAP-1B engines. 


 

	1.2	The ****Reference Level is based on the performance of a ****Aircraft with winglets and a maximum takeoff weight of ****pounds, a maximum landing weight of **** pounds, and a maximum
zero fuel weight of **** pounds, and equipped with Boeing furnished **** engines. 

  

	2	**** REFERENCE LEVEL 

  

	2.1	The **** Reference Level for a stage length of **** nautical miles in still air with a **** pound payload using the conditions and operating rules defined below is: 


****Reference
Level:                    **** 

Conditions and operating rules: 
  

			
	Stage Length:	  	The stage length is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.
		
	****	  	****
		
	Takeoff:	  	The airport altitude is sea level.
		
		  	The takeoff gross weight is not limited by the airport conditions.
		
		  	Maximum takeoff thrust is used for the takeoff.
		
		  	The takeoff gross weight shall conform to FAA Regulations.
		
	Climbout Maneuver:	  	Following the takeoff to **** feet, the Aircraft accelerates to ****KCAS while climbing to **** feet above the departure airport altitude and retracting flaps and landing
gear.



  

					
	P.A. No. 03815	 		 	
	AERO-B-BBA4-M12-0723	 		 	SS12-0632
		 	BOEING PROPRIETARY	 	









 Attachment A to Letter Agreement 

No. VLS-PA-03815-LA-1208476 
 Page 3 

 
  

			
	Climb:	  	The Aircraft climbs from **** feet above the departure airport altitude to **** feet altitude at **** KCAS.
		
		  	The Aircraft then accelerates at a rate of climb of **** feet per minute to a climb speed of **** KCAS.
		
		  	The climb continues at **** KCAS until **** Mach number is reached.
		
		  	The climb continues at **** Mach number to the initial cruise altitude.
		
		  	The temperature is standard day during climb.
		
		  	Maximum climb thrust is used during climb.
		
	Cruise:	  	The Aircraft cruises at **** Mach number.
		
		  	The initial cruise altitude is ****feet.
		
		  	A step climb or multiple step climbs of ****feet altitude may be used when beneficial to minimize fuel burn.
		
		  	The temperature is standard day during cruise.
		
		  	The cruise thrust is not to exceed maximum cruise thrust except during a step climb when maximum climb thrust may be used.
		
	Descent:	  	The Aircraft descends from the final cruise altitude at **** Mach number until **** KCAS is reached.
		
		  	The descent continues at **** KCAS to an altitude of **** feet above the destination airport altitude.
		
		  	Throughout the descent, the cabin pressure is controlled to a maximum rate of descent equivalent to ****feet per minute at sea level.



  

					
	P.A. No. 03815	 		 	
	AERO-B-BBA4-M12-0723	 		 	SS12-0632
		 	BOEING PROPRIETARY	 	









 Attachment A to Letter Agreement 

No. VLS-PA-03815-LA-1208476 
 Page 4 

 
  

			
		  	The temperature is standard day during descent.
		
	Approach and Landing Maneuver:	  	The Aircraft decelerates to the final approach speed while extending landing gear and flaps, then descends and lands.
		
		  	The destination airport altitude is a ****.
		
	****:	  	****the following shall be used as fixed quantities and allowances:
		
		  	 Taxi-Out: 

            ****

		
		  	 Takeoff and Climbout Maneuver: 

            ****

		
		  	 Approach and Landing Maneuver: 

            ****

		
		  	Taxi-In ****
		
		  	****
		
		  	****


  

	2.2	****Operational Empty Weight Basis 

 The Operational Empty Weight (OEW) derived in
Paragraph 2.3 is the basis for the ****Reference Level of Paragraph 2.1. 

  

					
	P.A. No. 03815	 		 	
	AERO-B-BBA4-M12-0723	 		 	SS12-0632
		 	BOEING PROPRIETARY	 	









 Attachment A to Letter Agreement 

No. VLS-PA-03815-LA-1208476 
 Page 5 

 
  

	2.3	****Weight Summary—Avolon Aerospace Leasing Limited 

  

									
	 	  	Pounds	 
	 Standard Model Specification MEW
	  				  	 	****	  
			
	 ****
	  				  			
	 ****
	  				  			
	 ****
	  				  			
	 ****
	  				  			
	 ****
	  				  			
			
	 ****
	  	 	****	  	  			
	 ****
	  	 	****	  	  			
	 ****
	  	 	****	  	  			
	 ****
	  	 	****	  	  			
	 ****
	  	 	****	  	  			
	 ****
	  	 	****	  	  			
	 ****
	  	 	****	  	  			
	 ****
	  	 	****	  	  			
	 ****
	  	 	****	  	  			
	 ****
	  	 	****	  	  			
	 ****
	  	 	****	  	  			
			
	 Avolon Aerospace Leasing Limited Manufacturer’s Empty Weight (MEW)
	  				  	 	****	  
	 ****
	  				  	 	****	  

 (Paragraph 2.4) 

 

							
	 Avolon Aerospace Leasing Limited Operational Empty Weight (OEW)
	  		  	 	****	  

  

													
	 	  	Quantity	 	  	Pounds	 	  	Pounds	 
	 ****
	  				  				  	 	****	  
	 ****
	  	 	****	  	  	 	****	  	  			
	 ****
	  	 	****	  	  	 	****	  	  			


  

					
	P.A. No. 03815	 		 	
	AERO-B-BBA4-M12-0723	 		 	SS12-0632
		 	BOEING PROPRIETARY	 	









 Attachment A to Letter Agreement 

No. VLS-PA-03815-LA-1208476 
 Page 6 

 
 2.4 Standard and Operational Items Allowance 

 

																									
	 	  	Qty	 	  	Pounds	 	  	Pounds	 	  	Pounds	 
	 Standard Items Allowance
	  				  				  				  				  				  	 	****	  
							
	 ****
	  				  				  				  	 	****	  	  				  			
	 ****
	  				  				  				  	 	****	  	  				  			
	 ****
	  				  				  				  	 	****	  	  				  			
	 ****
	  	 	****	  	  	 	****	  	  				  				  				  			
	 ****
	  	 	****	  	  	 	****	  	  				  				  				  			
	 ****
	  	 	****	  	  	 	****	  	  				  				  	 	****	  	  			
	 ****
	  	 	****	  	  	 	****	  	  				  				  				  			
	 ****
	  	 	****	  	  	 	****	  	  				  				  				  			
	 ****
	  	 	****	  	  	 	****	  	  				  				  				  			
	 ****
	  	 	****	  	  	 	****	  	  				  				  				  			
	 ****
	  	 	****	  	  	 	****	  	  				  				  				  			
	 ****
	  				  				  				  				  	 	****	  	  			
							
	 Operational Items Allowance
	  				  				  				  				  				  	 	****	  
							
	 ****
	  				  				  				  				  	 	****	  	  			
	 ****
	  	 	****	  	  	 	****	  	  				  				  				  			
	 ****
	  	 	****	  	  	 	****	  	  				  				  				  			
	 ****
	  	 	****	  	  	 	****	  	  				  				  				  			
	 ****
	  	 	****	  	  	 	****	  	  				  				  				  			
	 ****
	  				  				  				  				  	 	****	  	  			
	 ****
	  	 	****	  	  				  	 	****	  	  				  				  			
	 ****
	  	 	****	  	  				  				  				  	 	****	  	  			
	 ****
	  				  				  				  	 	****	  	  				  			
	 ****
	  				  				  				  	 	****	  	  				  			
	 ****
	  				  				  				  	 	****	  	  				  			
	 ****
	  	 	****	  	  	 	****	  	  				  				  				  			
	 ****
	  	 	****	  	  	 	****	  	  				  				  				  			
	 ****
	  	 	****	  	  	 	****	  	  				  				  				  			
							
	 Total Standard and Operational Items Allowance
	  				  				  				  				  				  	 	****	  


  

					
	P.A. No. 03815	 		 	
	AERO-B-BBA4-M12-0723	 		 	SS12-0632
		 	BOEING PROPRIETARY	 	









 Attachment A to Letter Agreement 

No. VLS-PA-03815-LA-1208476 
 Page 7 

 
  

	3	AIRCRAFT CONFIGURATION 

  

	3.1	****Aircraft Configuration 

 The ****Reference Level contained in this Attachment
is based on the ****Aircraft configuration as defined in the original release of Detail Specification TBD, the ****Aircraft weights specified in Section 1.2 and the OEW derived in Section 2.3. 

 

	3.2	**** Aircraft Configuration 

 The configuration of the ****used to demonstrate
performance relative to the ****Reference Level will be the delivered configuration of ****as defined in the Detail Specification TBD (hereinafter referred to as the Detail Specification) plus adjustments, if required, **** in Section 2.3. 

 

	4	CONDITIONS 

  

	4.1	The performance data of Section 2 are based on the International Standard Atmosphere (ISA) and specified variations therefrom; altitudes are pressure altitudes. 


 

	4.2	The climb, cruise and descent portions of the mission ****Reference Level include allowances for normal power extraction and engine bleed for normal operation of the air conditioning system. Normal
electrical power extraction shall be defined as not less than a ****kilowatts total electrical load. The APU is turned off unless otherwise specified. 


 

	4.3	The climb, cruise and descent portions of the mission block fuel commitment is based on an Aircraft center of gravity location, as determined by Boeing, not to be aft of ****percent of the mean aerodynamic
chord. 

  

	4.4	Performance, where applicable, is based on a fuel Lower Heating Value (LHV) of **** BTU per pound and a fuel density of ****pounds per U.S. gallon. 


  

					
	P.A. No. 03815	 		 	SS12-0632
	AERO-B-BBA4-M12-0723	 		 
		 	BOEING PROPRIETARY	 	









 Attachment A to Letter Agreement 

No. VLS-PA-03815-LA-1208476 
 Page 8 

 
  

	5	DEMONSTRATION 

  

	5.1	Demonstration of the **** to the **** Reference Level shall be based on the conditions specified in Section 2 (other than the OEW and fixed allowances), the ****Aircraft configuration of
Section 3 and the conditions of Section 4 and the fixed allowances of paragraph 5.2 and the OEW established in paragraph 5.4. 

  

	5.2	For the purpose of ****Reference Level the following shall be used as fixed quantities and allowances: 

  

	
	 Taxi-Out:

            ****

	
	 Takeoff and Climbout Maneuver: 

            ****

	
	 Approach and Landing Maneuver: 

            ****

	
	 Taxi-In ****


  

	5.3	Demonstration of the **** performance for the climb, cruise and descent portions of the **** Reference Level commitment shall be established by calculations based on flight test data obtained from a
**** aircraft ****. The digital bleed is set to greater than **** occupants. 

  

	5.4	The OEW used for demonstrating the ****relative to the ****Reference Level shall be the **** 

  

	5.5	The data derived from tests shall be adjusted as required by conventional methods of correction, interpolation or extrapolation in accordance with established engineering practices to demonstrate performance of
the **** relative to the **** Reference Level. 

  

	5.6	The demonstrated performance shall be based on the performance of the airframe and engines in combination, and shall not be **** 


  

					
	P.A. No. 03815	 		 	SS12-0632
	AERO-B-BBA4-M12-0723	 		 
		 	BOEING PROPRIETARY	 	









 Attachment B to Letter Agreement 

No. VLS-PA-03815-LA-1208476 
 Page 1 

 
 ****REFERENCE LEVEL 

FOR AVOLON AEROSPACE LEASING LIMITED MODEL **** 

**** 
  

			
	SECTION	  	CONTENTS
		
	 1
	  	AIRCRAFT MODEL APPLICABILITY
		
	 2
	  	****REFERENCE LEVEL
		
	 3
	  	AIRCRAFT CONFIGURATION
		
	 4
	  	CONDITIONS
		
	 5
	  	DEMONSTRATION


  

					
	P.A. No. 03815	 		 	SS12-0632
	AERO-B-BBA4-M12-0724	 		 
		 	BOEING PROPRIETARY	 	









 Attachment B to Letter Agreement 

No. VLS-PA-03815-LA-1208476 
 Page 2 

 
  

	1	AIRCRAFT MODEL APPLICABILITY 

  

	1.1	The ****Reference Level contained in this attachment is applicable to the ****Aircraft equipped with Boeing furnished LEAP-1B engines. 


 

	1.2	The ****Reference Level is based on the performance of a ****Aircraft with winglets and a maximum takeoff weight of ****pounds, a maximum landing weight of ****pounds, and a maximum
zero fuel weight of **** pounds, and equipped with Boeing furnished **** engines. 

  

	2	****REFERENCE LEVEL 

  

	2.1	The **** Reference Level for a stage length of **** nautical miles in still air with a **** pound payload using the conditions and operating rules defined below is: 


 

			
	
                **** Reference Level:    
                                ****
	  	

  

			
	Conditions and operating rules:
		
	 Stage Length:
	  	The stage length is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.
		
	 ****
	  	****
		
	Takeoff:	  	The airport altitude is sea level.
		
		  	The takeoff gross weight is not limited by the airport conditions.
		
		  	Maximum takeoff thrust is used for the takeoff.
		
		  	The takeoff gross weight shall conform to FAA Regulations.
		
	Climbout Maneuver:	  	Following the takeoff to **** feet, the Aircraft accelerates to **** KCAS while climbing to **** feet above the departure airport altitude and retracting flaps and landing gear.


  

					
	P.A. No. 03815	 		 	SS12-0632
	AERO-B-BBA4-M12-0724	 		 
		 	BOEING PROPRIETARY	 	









 Attachment B to Letter Agreement 

No. VLS-PA-03815-LA-1208476 
 Page 3 

 

			
	Climb:	  	The Aircraft climbs from **** feet above the departure airport altitude to **** feet altitude at **** KCAS.
		
		  	The Aircraft then accelerates at a rate of climb of **** feet per minute to the recommended climb speed for minimum block fuel.
		
		  	The climb continues at the recommended climb speed for minimum block fuel until **** Mach number is reached.
		
		  	The climb continues at ****Mach number to the initial cruise altitude.
		
		  	The temperature is standard day during climb.
		
		  	Maximum climb thrust is used during climb.
		
	Cruise:	  	The Aircraft cruises at **** Mach number.
		
		  	The initial cruise altitude is **** feet.
		
		  	The temperature is standard day during cruise.
		
		  	The cruise thrust is not to exceed maximum cruise thrust except during a step climb when maximum climb thrust may be used.
		
	Descent:	  	The Aircraft descends from the final cruise altitude at **** KCAS to an altitude of **** feet above the destination airport altitude.
		
		  	Throughout the descent, the cabin pressure is controlled to a maximum rate of descent equivalent to **** feet per minute at sea level.
		
		  	The temperature is standard day during descent.
		
	Approach and Landing Maneuver:	  	The Aircraft decelerates to the final approach speed while extending landing gear and flaps, then descends and lands.
		
		  	The destination airport altitude is a ****


  

					
	P.A. No. 03815	 		 	
	AERO-B-BBA4-M12-0724	 		 	SS12-0632
		 	BOEING PROPRIETARY	 	









 Attachment B to Letter Agreement 

No. VLS-PA-03815-LA-1208476 
 Page 4 

 

			
		
	****	  	**** the following shall be used as fixed quantities and allowances:
		
		  	 Taxi-Out: 

          ****

		
		  	 Takeoff and Climbout Maneuver: 

          ****

		
		  	 Approach and Landing Maneuver: 

          ****

		
		  	Taxi-In ****
		
		  	****
		
		  	****

  

	2.2	737-900ER Operational Empty Weight Basis 

 The Operational Empty Weight (OEW) derived in
Paragraph 2.3 is the basis for the **** Reference Level of Paragraph 2.1. 

  

					
	P.A. No. 03815	 		 	
	AERO-B-BBA4-M12-0724	 		 	SS12-0632
		 	BOEING PROPRIETARY	 	









 Attachment B to Letter Agreement 

No. VLS-PA-03815-LA-1208476 
 Page 5 

 
  

	2.3	**** Weight Summary — Avolon Aerospace Leasing Limited 

  

									
	 	  	Pounds	 
	 Standard Model Specification MEW
	  				  	 	****	  
			
	 ****
	  				  			
	 ****
	  				  			
	 ****
	  				  			
	 ****
	  				  			
	 ****
	  				  			
			
	 ****
	  				  			
	 ****
	  				  	 	****	  
	 ****
	  				  			
	 ****
	  	 	****	  	  			
	 ****
	  	 	****	  	  			
	 ****
	  	 	****	  	  			
	 ****
	  	 	****	  	  			
	 ****
	  	 	****	  	  			
	 ****
	  	 	****	  	  			
	 ****
	  	 	****	  	  			
	 Avolon Aerospace Leasing Limited Manufacturer’s Empty Weight (MEW)
	  				  	 	****	  
			
	 ****
	  				  	 	****	  
	 (Paragraph 2.4)
	  				  			
			
	 Avolon Aerospace Leasing Limited Operational Empty Weight (OEW)
	  				  	 	****	  

  

													
	 	  	Quantity	 	  	Pounds	 	  	Pounds	 
	 ****
	  				  				  	 	****	  
	 ****
	  	 	****	  	  	 	****	  	  			
	 ****
	  	 	****	  	  	 	****	  	  			
	 ****
	  	 	****	  	  	 	****	  	  			
	 ****
	  	 	****	  	  	 	****	  	  			
	 ****
	  	 	****	  	  	 	****	  	  			


  

					
	P.A. No. 03815	 		 	
	AERO-B-BBA4-M12-0724	 		 	SS12-0632
		 	BOEING PROPRIETARY	 	









 Attachment B to Letter Agreement 

No. VLS-PA-03815-LA-1208476 
 Page 6 

 
 2.4 Standard and Operational Items Allowance 

 

																									
	 	  	Qty	 	  	Pounds	 	  	Pounds	 	  	Pounds	 
	 Standard Items Allowance
	  				  				  				  				  				  	 	****	  
							
	 ****
	  				  				  				  	 	****	  	  				  			
	 ****
	  				  				  				  	 	****	  	  				  			
	 ****
	  				  				  				  	 	****	  	  				  			
	 ****
	  	 	****	  	  	 	****	  	  				  				  				  			
	 ****
	  	 	****	  	  	 	****	  	  				  				  				  			
	 ****
	  				  				  				  				  	 	****	  	  			
	 ****
	  	 	****	  	  	 	****	  	  				  				  				  			
	 ****
	  	 	****	  	  	 	****	  	  				  				  				  			
	 ****
	  	 	****	  	  	 	****	  	  				  				  				  			
	 ****
	  	 	****	  	  	 	****	  	  				  				  				  			
	 ****
	  	 	****	  	  	 	****	  	  				  				  				  			
	 ****
	  				  				  				  				  	 	****	  	  			
							
	 Operational Items Allowance
	  				  				  				  				  				  	 	****	  
							
	 ****
	  				  				  				  				  	 	****	  	  			
	 ****
	  	 	****	  	  	 	****	  	  				  				  				  			
	 ****
	  	 	****	  	  	 	****	  	  				  				  				  			
	 ****
	  	 	****	  	  	 	****	  	  				  				  				  			
	 ****
	  	 	****	  	  	 	****	  	  				  				  				  			
	 ****
	  				  				  				  				  	 	****	  	  			
	 ****
	  	 	****	  	  				  	 	****	  	  				  				  			
	 ****
	  	 	****	  	  				  				  				  	 	****	  	  			
	 ****
	  				  				  				  	 	****	  	  				  			
	 ****
	  				  				  				  	 	****	  	  				  			
	 ****
	  				  				  				  	 	****	  	  				  			
	 ****
	  	 	****	  	  	 	****	  	  				  				  				  			
	 ****
	  	 	****	  	  	 	****	  	  				  				  				  			
	 ****
	  	 	****	  	  	 	****	  	  				  				  				  			
	 ****
	  	 	****	  	  	 	****	  	  				  				  				  			
							
	 Total Standard and Operational Items Allowance
	  				  				  				  				  				  	 	****	  


  

					
	P.A. No. 03815	 		 	
	AERO-B-BBA4-M12-0724	 		 	SS12-0632
		 	BOEING PROPRIETARY	 	









 Attachment B to Letter Agreement 

No. VLS-PA-03815-LA-1208476 
 Page 7 

 
  

	3	AIRCRAFT CONFIGURATION 

  

	3.1	****Aircraft Configuration 

 The ****Reference Level contained in this Attachment
is based on the ****Aircraft configuration as defined in the original release of Detail Specification TBD, the ****Aircraft weights specified in Section 1.2 and the OEW derived in Section 2.3. 

 

	3.2	****Aircraft Configuration 

 The configuration of the ****used to demonstrate performance
relative to the ****Reference Level will be the delivered configuration of ****as defined in the Detail Specification TBD (hereinafter referred to as the Detail Specification) plus adjustments, if required, **** in Section 2.3. 

 

	4	CONDITIONS 

  

	4.1	The performance data of Section 2 are based on the International Standard Atmosphere (ISA) and specified variations therefrom; altitudes are pressure altitudes. 


 

	4.2	The climb, cruise and descent portions of the mission ****Reference Level include allowances for normal power extraction and engine bleed for normal operation of the air conditioning system. Normal
electrical power extraction shall be defined as not less than a **** kilowatts total electrical load. The APU is turned off unless otherwise specified. 

  

	4.3	The climb, cruise and descent portions of the mission block fuel commitment is based on an Aircraft center of gravity location, as determined by Boeing, not to be aft of ****percent of the mean aerodynamic
chord. 

  

	4.4	Performance, where applicable, is based on a fuel Lower Heating Value (LHV) of ****BTU per pound and a fuel density of ****pounds per U.S. gallon. 


 

	5	DEMONSTRATION 

  

	5.1	Demonstration of the ****to the ****Reference Level shall be based on the conditions specified in Section 2 (other than the OEW and fixed allowances), the ****Aircraft configuration of
Section 3 and the conditions of Section 4 and the fixed allowances of paragraph 5.2 and the OEW established in paragraph 5.4. 


  

					
	P.A. No. 03815	 		 	
	AERO-B-BBA4-M12-0724	 		 	SS12-0632
		 	BOEING PROPRIETARY	 	









 Attachment B to Letter Agreement 

No. VLS-PA-03815-LA-1208476 
 Page 8 

 
  

	5.2	For the purpose of **** Reference Level the following shall be used as fixed quantities and allowances: 


Taxi-Out: 

            **** 

Takeoff and Climbout Maneuver:  

            **** 

Approach and Landing Maneuver:  

            **** 

Taxi-In **** 
  

	5.3	Demonstration of the **** performance for the climb, cruise and descent portions of the **** Reference Level commitment shall be established by calculations based on flight test data obtained from a
****aircraft ****. The digital bleed is set to greater than ****occupants. 

  

	5.4	The OEW used for demonstrating the ****performance relative to the Block Fuel Reference Level shall be **** 

  

	5.5	The data derived from tests shall be adjusted as required by conventional methods of correction, interpolation or extrapolation in accordance with established engineering practices to demonstrate performance of
the ****relative to the **** Reference Level. 

  

	5.6	The demonstrated performance shall be based on the performance of the airframe and engines in combination, and shall not be contingent on the engine meeting its manufacturer’s performance. 



  

					
	P.A. No. 03815	 		 	
	AERO-B-BBA4-M12-0724	 		 	SS12-0632
		 	BOEING PROPRIETARY	 	










					
	



	  	 	  	 The Boeing Company

P.O. Box 3707
 Seattle, WA 98124-2207

 


  

VLS-PA-03815-LA-1208477 
 Avolon Aerospace Leasing Limited 

The Oval, Building 1 
 Shelbourne Road 

Ballsbridge, Dublin 4 
 Ireland 

 

	Subject:	     Aircraft Model Substitution 

  

	Reference:	Purchase Agreement No. 03815 (Purchase Agreement) between The Boeing Company (Boeing) and Avolon Aerospace Leasing Limited (Customer) relating to Model 737-8 and 737-9 aircraft
(Aircraft) 

 This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms
used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. 
 Customer may substitute the
purchase of Boeing Model 737-9 aircraft (Substitute Aircraft) in place of any 737-8 Aircraft with the scheduled month of delivery **** after delivery of the first 737-8 aircraft, subject to the following terms and conditions: 

1. Customer’s Written Notice. 

Customer shall provide written notice of its intention to substitute the purchase of a 737-8 Aircraft with the purchase of a Substitute
Aircraft: 
  

	 	(i)	**** of the 737-8 Aircraft for which it will be substituted, provided that a Substitute Aircraft has been previously certified and delivered to Customer, or; 


 

	 	(ii)	**** prior to the scheduled month of delivery of the 737-8 Aircraft for which it will be substituted, if a Substitute Aircraft has not been previously certified and delivered to Customer. 


2.**** 
 3. Auxiliary Fuel Tanks for the Substitute
Aircraft 
 The right to substitute the Substitute Aircraft under the terms of the Purchase Agreement excludes the installation of
auxiliary fuel tanks, because such installation may delay delivery of the Substitute Aircraft up to three months. 

  

					
	VLS-PA-03815-LA-1208477	 		 	
	Aircraft Model Substitution	 		 	LA Page 1
		 	BOEING PROPRIETARY	 	









 



 
  
 4. Definitive Agreement. 

Customer’s substitution right and Boeing obligation in this Letter Agreement are further conditioned upon Customer and Boeing’s
executing a definitive agreement for the purchase of the Substitute Aircraft within thirty (30) days of Customer’s substitution notice to Boeing or of Customer’s acceptance of an alternate delivery month in accordance with
paragraph 2.2 above. 
 5. Price and Advance Payments. 

The Airframe Price, Optional Features Price and, if applicable, Engine Price of each Substitute Aircraft will be as set forth in the table
immediately below and will be subject to adjustment to reflect: (i) any Manufacturer Change or Operator Change affecting a Substitute Aircraft substituted in lieu of an Aircraft after the date hereof, consistent with the provisions of Article 3
of the AGTA; and (ii) any other changes to such Substitute Aircraft to which Boeing and Customer may mutually agree after the date of the detail specification identified in the table immediately below. The escalation indices and methodology
used to estimate the Advance Payment Base Price (APBP) will be determined in accordance with Supplemental Exhibit AE1 to the Purchase Agreement. 

  

					
	VLS-PA-03815-LA-1208477	 		 	
	Aircraft Model Substitution	 		 	LA Page 2
		 	BOEING PROPRIETARY	 	









 



 
  
  

											
	 737-9 Substitute Aircraft Description and Price
	 
	 Airframe Model/MTOW:
	  	737-9	  		  	****	  			
	 Engine Model/Thrust:
	  	CFM-LEAP-1B	  		  	****	  			
	 Airframe Price:
	  		  		  	 	****	  
	 Optional Features Estimate:
	  	****	  		  			
		  		  	  
	  	  
	  	  
	  
	 
	 Sub-Total of Airframe and Features:
	  	****	  		  			
	 Engine Price (Per Aircraft):
	  	****	  		  			
	 Aircraft Basic Price (Excluding BFE/SPE):
	  	****	  		  			
		  		  	  
	  	  
	  	  
	  
	 
	 Buyer Furnished Equipment (BFE) Estimate:
	  	****	  		  			
	 Seller Purchased Equipment (SPE) Estimate:
	  	****	  		  			
	 Detail Specification:
	  	****	  		  			
	 Airframe Price Base Year:
	  	****	  		  			

 6. Assignment. 

Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to
Customer in consideration of Customer’s taking title to the Aircraft at the time of delivery and leasing the Aircraft to commercial operators and cannot be assigned in whole or, in part. 

7. Confidential Treatment. 
 The
information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Customer will limit the disclosure of its contents to employees of Customer with a need to
know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing. 

  

					
	VLS-PA-03815-LA-1208477	 		 	
	Aircraft Model Substitution	 		 	LA Page 3
		 	BOEING PROPRIETARY	 	









 



 
  
 Very truly yours, 

 

			
	  THE BOEING COMPANY


			
		
	  By	 	   /s/ Jeffery J. Solomon

		
	  Its	 	   Attorney-In-Fact



			
	
	  ACCEPTED AND AGREED TO this
		
	  Date:          	 	   September 18, 2012



			
	
	  AVOLON AEROSPACE LEASING LIMITED
		
	  By	 	   /s/ Tom Ashe

		
	  Its	 	   Director



  

					
	VLS-PA-03815-LA-1208477	 		 	
	Aircraft Model Substitution	 		 	LA Page 4
		 	BOEING PROPRIETARY	 	










					
	



	  	 	  	 The Boeing Company

P.O. Box 3707
 Seattle, WA 98124-2207

 


  
  

VLS-PA-03815-LA-1208478 
 Avolon Aerospace Leasing Limited 

The Oval, Building 1 
 Shelbourne Road 

Ballsbridge, Dublin 4 
 Ireland 

 

			
	Subject:	 	Reconfirmation Aircraft
		
	 Reference:
	 	Purchase Agreement No. PA-03815 (Purchase Agreement) between The Boeing Company (Boeing) and Avolon Aerospace Leasing Limited (Customer) relating to Model 737-8 and 737-9 aircraft
(Aircraft)

 This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used
but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. 
 1. Reconfirmation Aircraft. 

1.1 In response to Customer’s request for flexibility in the total quantity of Aircraft purchased, Boeing offers Customer ****
(Reconfirmation Aircraft). The delivery schedules for the Reconfirmation Aircraft are noted in the table immediately below. 
  

					
	 Reconfirmation Aircraft

Manufacturer’s Serial Number
	  	 Nominal

Delivery Month
	  	 Three Month Delivery

Window

	 ****
	  	****	  	****
	 ****
	  	****	  	****
	 ****
	  	****	  	****
	 ****
	  	****	  	****
	 ****
	  	****	  	****

 1.2 On or before **** (Reconfirmation Expiration Date), Customer must provide written notice to
Boeing of its desire to ****purchase of the Reconfirmation Aircraft. Concurrent with submitting its written notice to Boeing, Customer shall transfer to Boeing’s account the **** for each Reconfirmation Aircraft. 

1.3 If Customer does not provide written notice to Boeing on or before the Reconfirmation Expiration Date, the purchase agreement will
terminate as it relates to the Reconfirmation Aircraft **** In such event, the rights and obligations of both Boeing and Customer with respect to such Reconfirmation Aircraft will terminate and will be without further force and
effect****. 

  

					
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 1.4 The Reconfirmation Aircraft ****,
Boeing may provide to Customer written notice that the purchase of the Reconfirmation Aircraft **** Boeing may terminate the Purchase Agreement as it relates to the Reconfirmation Aircraft. In such event, the rights and obligations of both Boeing
and Customer with respect to the Reconfirmation Aircraft will terminate and will be without further force and effect. If terminated after ****, Boeing will **** for the Reconfirmation Aircraft. **** 

2. Assignment. 
 Notwithstanding any
other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s taking title to the Aircraft at the time of delivery and leasing the Aircraft to
commercial operators and cannot be assigned in whole or, in part. 
 3. Confidential Treatment. 

The information contained herein represents confidential business information and has value precisely because it is not available generally or
to other parties. Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to
disclose its contents to any other person or entity without the prior written consent of Boeing. 
 Very truly yours, 

 

			
	THE BOEING COMPANY
		
	By	 	   /s/ Jeffery J. Solomon

		
	Its	 	   Attorney-In-Fact



			
	
	ACCEPTED AND AGREED TO this
		
	Date:	 	   September 18, 2012



			
	
	AVOLON AEROSPACE LEASING LIMITED
		
	By	 	   /s/ Tom Ashe

		
	Its	 	   Director



  

					
	VLS-PA-03815-LA-1208478	 		 	
	Reconfirmation Aircraft	 		 	LA Page 2
		 	BOEING PROPRIETARY	 	










					
	



	  	 	  	 The Boeing Company

P.O. Box 3707
 Seattle, WA 98124-2207

 


  

VLS-PA-03815-LA-1208479 
 Avolon Aerospace Leasing Limited 

The Oval, Building 1 
 Shelbourne Road 

Ballsbridge, Dublin 4 
 Ireland 

 

			
	Subject:	  	Assignment of Customer’s Interest for Securing Advance Payment Financing
		
	Reference:	  	Purchase Agreement No. PA-03815 (Purchase Agreement) between The Boeing Company (Boeing) and Avolon Aerospace Leasing Limited (Customer) relating to Model 737-8 and 737-9 aircraft
(Aircraft)

 This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used
but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. 
 This Letter Agreement sets forth the
rights and obligations between Boeing and Customer in the event of Customer’s desire to assign certain of its rights and interests under the Purchase Agreement for the purpose of securing advance payment financing. The terms of this Letter
Agreement will prevail in the event of any conflict between this Letter Agreement and any provision of the Purchase Agreement. 
 1. Assignment of
Customer’s Interest. 
 1.1 Boeing may consent to any reasonable request by Customer to assign as security interest certain rights
and interests of Customer under the Purchase Agreement if such assignment is solely for the purpose of enabling Customer to secure advance payment financing for the purchase of the Aircraft provided that Customer and Customer’s financiers
accept Boeing’s terms and conditions for consenting to a security assignment including, but not limited to, the following: (i) Customer and Customer’s financiers agree that the assignment will be subject to Boeing’s option
(Manufacturer’s Option), as defined in Section 2, below; (ii) the assignment shall be subject to the Manufacturer’s Option upon the occurrence of a Change of Control event as defined in Section 3, below;
(iii) Customer shall continue at all times to remain liable to Boeing under the Purchase Agreement to perform all duties and obligations of Customer; (iv) Boeing shall not be subject to any additional liability as a result of the
assignment which Boeing would not otherwise be subject to under the Purchase Agreement; and, (v) the assignment shall not modify in any respect the continued rights of Boeing under the Purchase Agreement, or require Boeing to


  

					
	VLS-PA-03815-LA-1208479	 		 	
	Assignment of Customer’s Interest for Securing Advance Payment Financing	 	LA Page 1
		 	BOEING PROPRIETARY	 	









 



 
  
 
divest itself of title to or possession of the Aircraft, or any other things, until delivery thereof and full payment is provided to Boeing. Boeing will not unreasonably withhold its consent.

 1.2 For purposes of assignment of a security interest in the Purchase Agreement in exchange for financing the advance payments, Boeing
will permit Customer’s financier to be assigned the right to purchase the Aircraft for the Aircraft Price, less a credit memorandum in an amount equal to ****of the Airframe Price for the **** Aircraft and **** of the
Airframe Price for the **** Aircraft. Such credit memorandum amount will be determined by multiplying the Airframe Price by the percentage listed above as adjusted by Boeing for any applicable escalation provisions and any costs incurred or
benefits received. In calculating the amount payable by the financier for an Aircraft, the financier shall receive credit for the advance payments received and retained by Boeing under the Purchase Agreement with respect to that Aircraft. In the
event of such assignment, Customer shall remain responsible for performance of Customer’s obligations under any separate agreements related to the Aircraft including, but not limited to, agreements with the engine manufacturer or BFE suppliers.

 1.3 In addition to the assignable concession level in paragraph 1.2 above, Boeing will permit Customer to assign to Customer’s
financier the following **** advance payment schedule which modifies the due dates and amounts of the advance payments from those included in the standard **** schedule reflected in Table 1A and 1B to the Purchase Agreement. 

 

			
	 ****
	  	****
	 ****
	  	****
	 ****
	  	****
	 ****
	  	****
	 ****
	  	****
	 ****
	  	****
	 ****
	  	****

 1.4 At delivery of the Aircraft, Financier will pay interest on the Deferred Advance Payments from the
calendar day on which each advance payment would have been due in accordance with Table 1A and 1B of the Purchase Agreement until the day such payment is received by Boeing. The rate used to calculate such interest shall be **** The effective
rate will be the rate in effect on the first business day of the calendar quarter in which the advance payment was initially deferred, and will be reset every calendar quarter. 

1.5 The preceding provisions are subject to adequate documentation of the security and consent agreements as solely determined by Boeing. At
the time such agreements are offered for consideration by Boeing, Boeing will discuss 

  

					
	VLS-PA-03815-LA-1208479	 		 	LA Page 2
	 Assignment of Customer’s Interest for Securing Advance Payment Financing

		 	BOEING PROPRIETARY	 	









 



 
  
 
reasonable requests by Customer for possible modification of the preceding provisions, including escalation methodology and concession levels, in light of changing market conditions and lender
requirements related to advance payment financing. 
 1.6 In addition to the foregoing paragraph 1.5, Boeing agrees to offer improved, but
presently undefined, assignment terms if, at the time Customer pursues advance payment financing, (i) Customer selects either Citibank, DVB Bank SE or BNP Paribas as its financier for advance payment financing and (ii) the chosen financier
signs a non-disclosure agreement with Boeing containing terms deemed satisfactory to Boeing in its sole discretion. 
 2. Manufacturer’s Option.

 If Customer’s financier gives notice that it intends to exercise its assigned right to assume Customer’s rights under the
Purchase Agreement with respect to any Aircraft, Boeing shall have the right to assume those rights under the Purchase Agreement with respect to such Aircraft by paying an amount equal to the aggregate of the advance payments funded by the advance
payment financing, and received and retained by Boeing under the Purchase Agreement with respect to that Aircraft. 
 3. Change of Control Event.

 A “Change of Control” shall mean the occurrence of any one or more of the following events: (i) any party taking
any action to foreclose or otherwise exercise any right such party may have to control or otherwise direct Customer pursuant to a security agreement, pledge or otherwise; (ii) any change of ownership or control of Customer whether through sale,
merger, consolidation or otherwise or whether through foreclosure, enforcement of a security interest, or otherwise resulting from the acts of any party; (iii) the creation of any lien upon the assets of Customer or any pledge of any ownership
or other interest in Customer to any party; or, (iv) the bankruptcy (whether voluntary, involuntary or otherwise) or insolvency of the Customer. 
 4.
Assignment. 
 This Letter Agreement is provided as an accommodation to Customer in consideration of its relationship with Boeing,
and cannot be assigned in whole or in part. 
 5. Confidential Treatment. 

The information contained herein represents confidential business information and has value precisely because it is not available generally or
to other parties. Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to
disclose its contents to any other person or entity without the prior written consent of Boeing. 

  

					
	VLS-PA-03815-LA-1208479	 		 	LA Page 3
	Assignment of Customer’s Interest for Securing Advance Payment Financing	 	
		 	BOEING PROPRIETARY	 	









 



 
  
 Very truly yours, 

 

					
	THE BOEING COMPANY
		
	By	 	   /s/ Jeffery J. Solomon

		
	Its	 	   Attorney-In-Fact




					
	
	ACCEPTED AND AGREED TO this
			
	Date:	 		 	   September 18, 2012



					
	
	AVOLON AEROSPACE LEASING LIMITED
		
	By	 	   /s/ Tom Ashe

		
	Its	 	   Director



  

					
	VLS-PA-03815-LA-1208479	 		 	LA Page 4
	Assignment of Customer’s Interest for Securing Advance Payment Financing	 	
		 	BOEING PROPRIETARY	 	










					
	



	  	 	  	 The Boeing Company

P.O. Box 3707
 Seattle, WA 98124-2207

 


  

VLS-PA-03815-LA-1208480 
 Avolon Aerospace Leasing Limited 

The Oval, Building 1 
 Shelbourne Road 

Ballsbridge, Dublin 4 
 Ireland 

 

			
	Subject:	  	****Escalation Program
		
	Reference:	  	Purchase Agreement No. PA-03815 (Purchase Agreement) between The Boeing Company (Boeing) and Avolon Aerospace Leasing Limited (Customer) relating to Model 737-8 and 737-9 aircraft
(Aircraft)

 This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used
but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. 
 1. Definitions. 

Escalation Notice means the written communication provided by Boeing to Customer in accordance with the requirements of
Article 4.1, below. 
 Program Aircraft means each Aircraft specified in Table 1A and Table 1B of the Purchase Agreement as
of the date of this Letter Agreement, including Reconfirmation Aircraft, as defined in letter agreement VLS-PA-03815-LA-1208478, “Reconfirmation Aircraft” and Substitute Aircraft, as defined in letter agreement VLS-PA-03815-LA-1208477,
“Aircraft Model Substitution”. 
 2. Applicability. 

Notwithstanding any other provision of the Purchase Agreement to the contrary, the parties agree that the Escalation Adjustment for the
Airframe Price and Optional Features Prices for each Program Aircraft shall be determined in accordance with this Letter Agreement. 
 3. Escalation
Forecast. 
 Boeing will release an escalation forecast in February and August of each year based on Boeing’s then current standard
ECI-MFG/CPI escalation formula. Only one escalation forecast shall be used to conduct the escalation analysis performed in accordance with Article 4.1, below, for a given Program Aircraft. The escalation forecast applicable to a given Program
Aircraft is set forth in Attachment A. 
 4. ****. 

  

					
	VLS-PA-03815-LA-1208480	 		 	LA Page 1
	**** Escalation Program	 		 
		 	BOEING PROPRIETARY	 	









 



 
  
 4.1 **** as set forth in
Attachment A, then Boeing shall issue an Escalation Notice to the Customer by the date set forth in Attachment A. Such Escalation Notice shall, in Boeing’s sole discretion, either: 

4.1.1 **** or 
 4.1.2 **** 

4.2 If Boeing provides Customer **** then Customer shall notify Boeing in writing **** of its receipt of the Escalation Notice
from Boeing. In the event Customer exercises its option in accordance with ****. 
 4.2.1 Within **** of Boeing’s receipt of
Customer’s **** Boeing may elect by written notice to Customer to purchase from Customer any BFE related to such terminated Program Aircraft at the invoice prices paid, or contracted to be paid, by Customer. 

4.2.2 **** then the Escalation Adjustment for the Airframe Price and Optional Features Prices for such Program Aircraft shall be
calculated in accordance with Supplemental Exhibit AE1. 
 5. **** 

**** as set forth in Attachment A, then such cumulative annual escalation applicable to such Program Aircraft shall be calculated as
follows: 
 **** then the escalation rate so produced shall apply to the Airframe Price and the Optional Features Prices for such Program
Aircraft. 
 **** cumulative annual escalation as set forth in Attachment B. 

6. Applicability to Other Financial Consideration. 

The escalation adjustment for any other sum, identified in the Purchase Agreement as subject to escalation pursuant to Supplemental
Exhibit AE1, and which pertains to the Program Aircraft shall be calculated using the escalation methodology established in this Letter Agreement for such Program Aircraft notwithstanding any other provisions of the Purchase Agreement to the
contrary. 
 7. Assignment. 
 Except
for an assignment by Customer to a wholly-owned subsidiary as permitted under Article 9, entitled “Assignment, Resale, or Lease” of the AGTA, this Letter Agreement is provided as an accommodation to Customer in consideration of
Customer taking title to the Aircraft at the time of delivery and leasing the Aircraft to a commercial operator and cannot be assigned in whole or in part. 

8. Confidential Treatment. 
 Customer
understands and agrees that the information contained herein represents confidential business information and has value precisely because it 

  

					
	VLS-PA-03815-LA-1208480	 		 	LA Page 2
	**** Escalation Program	 		 
		 	BOEING PROPRIETARY	 	









 



 
  
 
is not available generally or to other parties. Customer agrees to limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer
perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing. 

Very truly yours, 
  

			
	THE BOEING COMPANY
		
	By	 	   /s/ Jeffery J. Solomon

		
	Its	 	   Attorney-In-Fact



			
	
	ACCEPTED AND AGREED TO this
		
	Date:	 	   September 18, 2012



			
	
	AVOLON AEROSPACE LEASING LIMITED
		
	By	 	   /s/ Tom Ashe

		
	Its	 	   Director



  

					
	VLS-PA-03815-LA-1208480	 		 	LA Page 3
	**** Escalation Program	 		 
		 	BOEING PROPRIETARY	 	









 ATTACHMENT A to 

Letter Agreement VLS-PA-03815-LA-1208480 

Escalation Forecast & Escalation Notice Date 
  

							
	 Escalation
Forecast
	  	 Applicable to Program Aircraft

Delivering in Time Period
	  	 Escalation
Notice Date
	 
	 Feb. 2011
	  	August 2012 through January 2013	  	 	15 Apr. 2011	  
	 Aug. 2011
	  	February 2013 through July 2013	  	 	15 Oct. 2011	  
	 Feb. 2012
	  	August 2013 through January 2014	  	 	15 Apr. 2012	  
	 Aug. 2012
	  	February 2014 through July 2014	  	 	15 Oct. 2012	  
	 Feb. 2013
	  	August 2014 through January 2015	  	 	15 Apr. 2013	  
	 Aug. 2013
	  	February 2015 through July 2015	  	 	15 Oct. 2013	  
	 Feb. 2014
	  	August 2015 through January 2016	  	 	15 Apr. 2014	  
	 Aug. 2014
	  	February 2016 through July 2016	  	 	15 Oct. 2014	  
	 Feb. 2015
	  	August 2016 through January 2017	  	 	15 Apr. 2015	  
	 Aug. 2015
	  	February 2017 through July 2017	  	 	15 Oct. 2015	  
	 Feb. 2016
	  	August 2017 through January 2018	  	 	15 Apr. 2016	  
	 Aug. 2016
	  	February 2018 through July 2018	  	 	15 Oct. 2016	  
	 Feb. 2017
	  	August 2018 through January 2019	  	 	15 Apr. 2017	  
	 Aug. 2017
	  	February 2019 through July 2019	  	 	15 Oct. 2017	  
	 Feb. 2018
	  	August 2019 through January 2020	  	 	15 Apr. 2018	  
	 Aug. 2018
	  	February 2020 through July 2020	  	 	15 Oct. 2018	  
	 Feb. 2019
	  	August 2020 through January 2021	  	 	15 Apr. 2019	  
	 Aug. 2019
	  	February 2021 through July 2021	  	 	15 Oct. 2019	  
	 Feb. 2020
	  	August 2021 through January 2022	  	 	15 Apr. 2020	  


  

					
	VLS-PA-03815-LA-1208480	 		 	Attachment A Page 1
	**** Escalation Program	 		 
		 	BOEING PROPRIETARY	 	









 ATTACHMENT B to 

Letter Agreement VLS-PA-03815-LA-1208480 

Escalation Factors—**** 
  

											
	 ****
	  	****	 	  	****	  	****	 
	 ****
	  	 	****	  	  		  	 	****	  
	 ****
	  	 	****	  	  		  	 	****	  
	 ****
	  	 	****	  	  		  	 	****	  
	 ****
	  	 	****	  	  		  	 	****	  
	 ****
	  	 	****	  	  		  	 	****	  
	 ****
	  	 	****	  	  		  	 	****	  
	 ****
	  	 	****	  	  		  	 	****	  
	 ****
	  	 	****	  	  		  	 	****	  
	 ****
	  	 	****	  	  		  	 	****	  
	 ****
	  	 	****	  	  		  	 	****	  
	 ****
	  	 	****	  	  		  	 	****	  
	 ****
	  	 	****	  	  		  	 	****	  
	 ****
	  	 	****	  	  		  	 	****	  
	 ****
	  	 	****	  	  		  	 	****	  
	 ****
	  	 	****	  	  		  	 	****	  
	 ****
	  	 	****	  	  		  	 	****	  
	 ****
	  	 	****	  	  		  	 	****	  
	 ****
	  	 	****	  	  		  	 	****	  
	 ****
	  	 	****	  	  		  	 	****	  
	 ****
	  	 	****	  	  		  	 	****	  
	 ****
	  	 	****	  	  		  	 	****	  
	 ****
	  	 	****	  	  		  	 	****	  
	 ****
	  	 	****	  	  		  	 	****	  
	 ****
	  	 	****	  	  		  	 	****	  
	 ****
	  	 	****	  	  		  	 	****	  
	 ****
	  	 	****	  	  		  	 	****	  
	 ****
	  	 	****	  	  		  	 	****	  
	 ****
	  	 	****	  	  		  	 	****	  
	 ****
	  	 	****	  	  		  	 	****	  
	 ****
	  	 	****	  	  		  	 	****	  
	 ****
	  	 	****	  	  		  	 	****	  
	 ****
	  	 	****	  	  		  	 	****	  
	 ****
	  	 	****	  	  		  	 	****	  
	 ****
	  	 	****	  	  		  	 	****	  
	 ****
	  	 	****	  	  		  	 	****	  


  

					
	VLS-PA-03815-LA-1208480	 		 	
	**** Escalation Program	 		 	Attachment B Page 1
		 	BOEING PROPRIETARY	 	










											
	 ****
	  	****	 	  	****	  	****	 
	 ****
	  	 	****	  	  		  	 	****	  
	 ****
	  	 	****	  	  		  	 	****	  
	 ****
	  	 	****	  	  		  	 	****	  
	 ****
	  	 	****	  	  		  	 	****	  
	 ****
	  	 	****	  	  		  	 	****	  
	 ****
	  	 	****	  	  		  	 	****	  
	 ****
	  	 	****	  	  		  	 	****	  
	 ****
	  	 	****	  	  		  	 	****	  
	 ****
	  	 	****	  	  		  	 	****	  
	 ****
	  	 	****	  	  		  	 	****	  
	 ****
	  	 	****	  	  		  	 	****	  
	 ****
	  	 	****	  	  		  	 	****	  
	 ****
	  	 	****	  	  		  	 	****	  


  

					
	VLS-PA-03815-LA-1208480	 		 	
	**** Escalation Program	 		 	Attachment B Page 2
		 	BOEING PROPRIETARY	 	










					
	



	  	 	  	 The Boeing Company

P.O. Box 3707
 Seattle, WA 98124-2207

 


  

VLS-PA-03815-LA-1208481 
 Avolon Aerospace Leasing Limited 

The Oval, Building 1 
 Shelbourne Road 

Ballsbridge, Dublin 4 
 Ireland 

 

			
	Subject:	  	Special Matters
		
	Reference:	  	Purchase Agreement No. PA-03815 (Purchase Agreement) between The Boeing Company (Boeing) and Avolon Aerospace Leasing Limited (Customer) relating to Model 737-8 and 737-9 aircraft
(Aircraft)

 This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used
but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. 
 1. Credit Memoranda. In consideration of
Customer’s purchase of the Aircraft, at the delivery of each such Aircraft or Substitute Aircraft, as described in letter agreement VLS-PA-08315-LA-1208477 “Aircraft Model Substitution”, unless otherwise noted, Boeing will provide to
Customer the following credit memoranda: 
 1.1 Basic Credit Memorandum. Boeing will issue to Customer a basic credit memorandum
(Basic Credit Memorandum) in an amount shown in the table immediately below for the respective Aircraft minor model. 
  

			
	 Basic Credit Memorandum

	 Model Type
	  	U.S. Dollar Amount
****
	 737-8 Aircraft
	  	****
	 737-9 Aircraft or Substitute Aircraft
	  	****

 1.2 Leasing Credit Memorandum. Customer expressly intends to lease the Aircraft and Substitute Aircraft
to a third party or parties (Lessee or Lessees) who are in the commercial airline business as aircraft operators. As an additional consideration and incentive for entering into a lease for the Aircraft or Substitute Aircraft prior to delivery
of such Aircraft or Substitute Aircraft, Boeing will issue to Customer a leasing credit memorandum (Leasing Credit Memorandum) in an amount shown in the table immediately below for the respective Aircraft and Substitute Aircraft minor model.
****. 

  

					
	VLS-PA-03815-LA-1208481	 		 	
	Special Matters	 		 	LA Page 1
		 	BOEING PROPRIETARY	 	










					
	



	  		  	

  
  

			
	 Leasing Credit Memorandum

	 Model Type
	  	U.S. Dollar Amount
****
	 737-8 Aircraft
	  	****
	 737-9 Aircraft or Substitute Aircraft
	  	****

 1.3 MTOW Credit Memorandum. Boeing will issue to Customer at delivery of the Aircraft or Substitute
Aircraft, a maximum take off weight (MTOW) credit memorandum (MTOW Credit Memorandum) ****up to a maximum credit memorandum in an amount shown in the table immediately below for the respective Aircraft or Substitute Aircraft
minor model. **** 
  

			
	 MTOW Credit Memorandum

	 Model Type
	  	U.S. Dollar Amount
****
	 737-8 Aircraft
	  	****
	 737-9 Aircraft or Substitute Aircraft
	  	****

 1.4 MAX Launch Credit Memorandum. Boeing will issue to Customer a MAX launch credit memorandum (MAX
Launch Credit Memorandum) in the amount shown in the table immediately below for the respective Aircraft or Substitute Aircraft minor model. 
  

			
	 MAX Launch Credit
Memorandum

	 Model Type
	  	U.S. Dollar Amount
****
	 737-8 Aircraft
	  	****
	 737-9 Aircraft or Substitute Aircraft
	  	****

 1.5 Strategic Placement Credit Memorandum. In consideration of Customer’s agreement to
cooperatively work with Boeing to place the Aircraft or Substitute Aircraft with airlines identified as strategic by Boeing (Strategic Lessee) and/or place the Aircraft or Substitute Aircraft with airlines who are new operators of 737 MAX
aircraft (New MAX Lessee), Boeing will provide a strategic placement credit memorandum (Strategic Placement Credit Memorandum) as follows: 

1.5.1 For each Aircraft or Substitute Aircraft ****, Boeing will issue, at the time of delivery of each such Aircraft or Substitute
Aircraft, a Strategic Lessee Credit Memorandum to Customer in an amount listed below for the respective minor model of the Aircraft or Substitute Aircraft. **** 

  

					
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	Special Matters	 		 	LA Page 2
		 	BOEING PROPRIETARY	 	










					
	



	  		  	

  
  

			
	 Strategic Placement Credit
Memorandum

	 Model Type
	  	U.S. Dollar Amount
****
	 737-8 Aircraft
	  	****
	 737-9 Aircraft or Substitute Aircraft
	  	****

 1.5.2 To facilitate placement of the Aircraft or Substitute Aircraft with Strategic Lessees, ****
Customer will provide written notice to Boeing of Customer’s intent for placement (Strategic Lessee Notice). Boeing will confirm such placement as a Strategic Lessee placement within ****days of receipt of the Strategic
Lessee Notice. 
 1.5.3 To facilitate placement of the Aircraft or Substitute Aircraft to a New MAX Lessee, ****Customer will provide
written notice to Boeing of Customer’s intent for placement (New MAX Lessee Notice). Boeing will confirm such placement as a New MAX Lessee placement within **** days of receipt of the New MAX Lessee Notice. 

1.6 Final Price Concession Credit Memorandum. Boeing will issue to Customer, at delivery of each Aircraft or Substitute Aircraft, a
final price concession credit memorandum (Final Price Concession Credit Memorandum) in an amount listed below for the respective minor model of the Aircraft or Substitute Aircraft. **** 

 

			
	 Final Price Concession Credit
Memorandum

	 Model Type
	  	U.S. Dollar Amount
****
	 737-8 Aircraft
	  	****
	 737-9 Aircraft or Substitute Aircraft
	  	****

 1.7 Escalation Credit Memorandum. Boeing will issue to Customer, at delivery of each Aircraft or
Substitute Aircraft, an escalation credit memorandum (Escalation Credit Memorandum) in the amount of ****. 
 2. Escalation of Credit
Memoranda. 
 Unless otherwise noted, the amounts of the Credit Memoranda stated in Paragraphs 1.1 through 1.7 are in stated in
****and will be escalated to the scheduled month of the respective Aircraft or Substitute Aircraft delivery pursuant to the Airframe Escalation formula set forth in the Purchase Agreement applicable to the Aircraft or Substitute Aircraft. The
Credit Memoranda may, at the election of Customer, be (i) applied against the Aircraft Price of the respective Aircraft or Substitute Aircraft at the time of delivery, or (ii) used for the purchase of other Boeing goods and services (but
shall not be applied to advance payments). 

  

					
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 3.****Advance Payment Schedule. 

3.1 Notwithstanding the Aircraft advance payment schedule provided in Table 1A and 1B of the Purchase Agreement, **** Advance
Payments) and choose to pay advance payments in accordance with the following ****advance payment schedules set forth in Table 3.2 below for the Aircraft and Substitute Aircraft and in Table 3.3 below for the Reconfirmation Aircraft. 

3.2****Advance Payment Schedule for the Aircraft or Substitute Aircraft. 

 

			
	 Months Before Delivery
	  	U.S. Dollar Amount
per Aircraft or Substitute Aircraft
	 Proposal Acceptance
	  	****
	 Definitive Agreement
	  	****
	 ****
	  	****
	 ****
	  	****
	 ****
	  	****
	 ****
	  	****
	 Total:
	  	****

  

	3.3****	Advance Payment Schedule for the Reconfirmation Aircraft. 

  

			
	 Months Before Delivery
	  	U.S. Dollar Amount
per Reconfirmation Aircraft
	 Proposal Acceptance
	  	$120,000 [PAID 7/6/12]
	 Definitive Agreement
	  	$330,000
	 ****
	  	****
	 ****
	  	****
	 ****
	  	****
	 ****
	  	****
	 ****
	  	****
	 Total
	  	****

 4. Interest on ****Advance Payments. 

4.1 Customer will pay interest on the **** Advance Payments from the calendar day on which each advance payment would have been due in
accordance with Table 1A and Table 1B of the Purchase Agreement, until delivery of the applicable Aircraft, Substitute Aircraft or Reconfirmation Aircraft. ****The effective rate will be the rate in effect on the first business day of
the calendar quarter in which the advance payment was initially deferred, and will be reset every calendar quarter. Interest on unpaid amounts will be calculated using a three hundred sixty (360) day year, and compounded quarterly. 

  

					
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 4.2 Accrued interest on the ****
Advance Payments for each Aircraft will be due and payable on the date of each Aircraft delivery. 
 5. Advance Payment Set Off Rights. 

5.1 Customer agrees that if it defaults on any payment obligation under (i) the Purchase Agreement or (ii) any other agreement with
Boeing and fails to cure such default within the specified cure period or in the absence of any specified cure period after notice from Boeing specifying a time period within which to cure, then Boeing may, in addition to any other rights it may
have under any agreement or applicable law, apply any or all advance payments, including the acceptance deposit, paid by Customer under the Purchase Agreement, to cure, in part or in whole, any such default (Set Off). 

5.2 In the event Boeing Sets Off against any payment obligation owed by Customer to Boeing, absent instruction from Boeing to the contrary,
Customer shall, after such application, replace within ten business days the amount so applied such that the total amount of advance payments will be restored to the aggregate total amount of payments due and owing under the Purchase Agreement as
amended by this Letter Agreement. Customer will make all such restoration payments to Boeing by unconditional wire transfer of immediately available funds in United States Dollars in a bank account in the United States designated by Boeing. 

5.3 For all purposes of this paragraph 5, including without limitation, notice, Set Off or any other application, the term
“Boeing” means and includes The Boeing Company, its divisions, subsidiaries, affiliates and the assignees of each. Nothing herein shall constitute an election or waiver of any remedy of Boeing; all such remedies shall be cumulative. Boeing
expressly reserves all of its rights and remedies under any agreement and applicable law. 
 6. Optional Features Pricing. 

**** For the avoidance of doubt, the Optional Features selected for the Aircraft, at the time of final configuration, will be priced at the
then-current catalog prices and **** This provision shall only apply to the Aircraft listed in Table 1A and Table 1B to the Purchase Agreement. 
 7.
Assignment. 
 Unless otherwise noted herein, the Credit Memoranda described in this Letter Agreement are provided as a financial
accommodation to Customer and in consideration of Customer’s taking title to the Aircraft or Substitute at time of delivery and leasing the Aircraft or Substitute to commercial operators. This Letter Agreement cannot be assigned, in whole or in
part, without the prior written consent of Boeing. 

  

					
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 8. Confidentiality. 

Customer understands and agrees that the information contained herein represents confidential business information and has value precisely
because it is not available generally or to other parties. Customer agrees to limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase
Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing. In addition to any equitable relief that may be available to Boeing in the event of a breach of this
clause, Boeing may rescind the Credit Memoranda contained in paragraph 1 above, in the event of any unauthorized disclosure by Customer. 
 Very truly
yours, 
  

			
	THE BOEING COMPANY
		
	By	 	   /s/ Jeffery J. Solomon

		
	Its	 	   Attorney-In-Fact



			
	
	ACCEPTED AND AGREED TO this
		
	Date:	 	   September 18, 2012



			
	
	AVOLON AEROSPACE LEASING LIMITED
		
	By	 	   /s/ Tom Ashe

		
	Its	 	   Director



  

					
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	  	 	  	 The Boeing Company

P.O. Box 3707
 Seattle, WA 98124-2207

 


  

VLS-PA-03815-LA-1209347 
 Avolon Aerospace Leasing Limited 

The Oval, Building 1 
 Shelbourne Road 

Ballsbridge, Dublin 4 
 Ireland 

 

			
	 Subject:
	  	Promotional Support
		
	 Reference:
	  	Purchase Agreement No. PA-03815 (Purchase Agreement) between The Boeing Company (Boeing) and Avolon Aerospace Leasing Limited (Customer) relating to Model 737-8 and 737-9 aircraft
(Aircraft)

 This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used
but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. 
 Boeing and Customer wish to enter into
an agreement pursuant to which each party will contribute equally to promotional programs in support of the entry into service of the Aircraft as more specifically provided below. 

1. Definitions. 
 1.1 **** 

1.2 Covered Aircraft shall mean those Aircraft identified on Table 1A and Table 1B to the Purchase Agreement as of the date of
signing of this Letter Agreement, except that Covered Aircraft shall not include any Aircraft designated on Table 1B as Reconfirmation Aircraft. 

1.3 Performance Period shall mean the period beginning **** year before and ending **** year after the scheduled delivery month of the
first Covered Aircraft. 
 1.4 Promotional Support shall mean mutually agreed marketing and promotion programs that promote the entry
into service of the Covered Aircraft such as marketing research, tourism development, corporate identity, direct marketing, videotape or still photography, planning, design and production of collateral materials, management of promotion programs,
advertising campaigns or such other marketing and promotional activities as the parties may mutually agree. 
 1.5 Qualifying Third Party
Fees shall mean fees paid by Customer to third party providers for Promotional Support provided to Customer during the Performance Period. 

  

					
	VLS-PA-03815-LA-1209347	 		 	LA Page 1
	****	 		 
		 	BOEING PROPRIETARY	 	









 



 
  
 2. **** 

As more particularly set forth in this Letter Agreement, **** 

3. Methods of Performance. 
 3.1 ****

 3.2 Notwithstanding the above, **** 

3.3 **** 
 4. Project Approval. 

Following the execution of this Letter Agreement, a Boeing Airline Marketing Services representative will meet with Customer’s designated
representative to review and approve the extent, selection, scheduling, and **** for the Promotional Support to be provided pursuant to this Letter Agreement. 

5. Assignment. 
 Notwithstanding any
other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s taking title to the Aircraft at the time of delivery and leasing the Aircraft to
commercial operators and cannot be assigned in whole or, in part. 
 6. Confidential Treatment. 

The information contained herein represents confidential business information and has value precisely because it is not available generally or
to other parties. Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to
disclose its contents to any other person or entity without the prior written consent of Boeing. 

  

					
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	****	 		 
		 	BOEING PROPRIETARY	 	









 



 
  
 Very truly yours, 

 

			
	 THE BOEING COMPANY

		
	By	 	   /s/ Jeffery J. Solomon

		
	Its	 	   Attorney-In-Fact



			
	
	ACCEPTED AND AGREED TO this
		
	Date:	 	   September 18, 2012



			
	
	AVOLON AEROSPACE LEASING LIMITED
		
	By	 	   /s/ Tom Ashe

		
	Its	 	   Director



  

					
	VLS-PA-03815-LA-1209347	 		 	LA Page 3
	****	 		 
		 	BOEING PROPRIETARY	 	









 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. 

SUPPLEMENTAL AGREEMENT NO. 1 
 to

 PURCHASE AGREEMENT NO. 3815 

Between 
 THE BOEING COMPANY 

and 
 AVOLON AEROSPACE LEASING
LIMITED 
 Relating to Boeing Model 737-8 and 737-9 Aircraft 

THIS SUPPLEMENTAL AGREEMENT, entered into as of 12th September, 2014 (Supplemental Agreement No. 1) by and between THE BOEING COMPANY, a
Delaware corporation with offices in Seattle, Washington, and AVOLON AEROSPACE LEASING LIMITED, a Cayman Islands company (Customer). 

WHEREAS, Boeing and Customer entered into Purchase Agreement No. 3815 dated 18 September 2012 relating to Boeing Model 737-8
aircraft (737-8 Aircraft) and 737-9 aircraft (737-9 Aircraft) ) (collectively, the Aircraft) (together with all Tables, Exhibits, Supplemental Exhibits, Letter Agreements, and other attachments thereto, the Purchase
Agreement); 
 WHEREAS, Boeing and Customer desire to amend the Purchase Agreement for the early reconfirmation of the Reconfirmation
Aircraft, prior to the Reconfirmation Expiration Date, defined in paragraph 1.2 in letter agreement VLS-PA-03815-LA-1208478 of **** 737-9 Reconfirmation Aircraft. 

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows: 

1. Table of Contents. 
 The Table of
Contents is deleted in its entirety and is replaced with a new Table of Contents attached to this Supplemental Agreement No. 1. 







 2. Basic Articles. 

The basic articles are deleted in their entirety and are replaced with new basic articles to revise Article 1 therein, in order to reference
Table 1BR1, which is revised in this Supplement Agreement No. 1, due to the early reconfirmation of the Reconfirmation Aircraft. 
 3. Tables.

 3.1 Table 1B. The table, attached hereto, is deleted in its entirety and is replaced by a revised Table 1BR1, to revise the
Reconfirmation Aircraft to firm aircraft due to early reconfirmation per this Supplemental Agreement No. 1. 
 4. Letter Agreements. 

4.1. Letter agreement LA-1208471 (Open Matters for 737-8 and 737-9 Aircraft) is deleted in its entirety and is replaced by a revised
letter agreement LA-1208471R1, attached hereto, to revise a reference to Table 1BR1 in lieu of Table 1B. 
 4.2. Letter agreement LA-1208479
(Assignment of Customer’s Interest for Securing Advance Payments Financing) is deleted in its entirety and is replaced by a revised letter agreement LA-1208479R1, attached hereto, to revise a reference to Table 1BR1 in lieu of Table 1B
and make other minor edits and a correction to a paragraph reference; 
 4.3. Letter agreement LA-1208481 (Special Matters) is
deleted in its entirety and is replaced by a revised letter agreement LA-1208481R1, attached hereto, to remove terms applicable to advance payments and add equivalent terms into a new Advance Payment Matters letter agreement as set forth in article
4.4 below. 
 4.4. A new letter agreement, LA-1402314 (Advance Payment Matters), attached hereto, is added to the Purchase Agreement
to include certain advance payment terms that are applicable to aircraft purchased under (i) the Purchase Agreement inclusive of Reconfirmation Aircraft, (ii) purchase agreement number 3814 applicable to 737-800 aircraft and
(iii) purchase agreement number 4227 applicable to 787-9 aircraft. 
 3. Other Matters. 

The parties acknowledge that this Supplemental Agreement No. 1 is to be fully executed concurrent with or prior to the full execution of
purchase agreement number 4227 concerning the purchase of 787-9 aircraft. 

  

					
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 4. Payments. 

Boeing confirms that Customer paid Boeing the reconfirmation payment of **** per Aircraft as set forth in letter agreement
VLS-PA-03815-LA-1402314 (Advance Payment Matters), paragraph 1.3 (**** Advance Payment Schedule) on July 11, 2014 prior to the date of “****” as shown in the table, due to the early reconfirmation of the
Reconfirmation Aircraft. Any subsequent advance payments that become due applicable to the Aircraft, will be made by Customer pursuant to the Purchase Agreement. 

The Purchase Agreement shall be deemed to be amended to the extent herein provided and as so amended shall continue in full force and effect. 

EXECUTED IN DUPLICATE as of the day and year first above written. 
  

									
	THE BOEING COMPANY	 		 	AVOLON AEROSPACE LEASING LIMITED
					
	By:	 	 Stuart C. Ross
	 		 	By:	 	 Peter Caley

					
	Its:	 	 Attorney-In-Fact
	 		 	Its:	 	 Authorised Signatory



  

					
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 TABLE OF CONTENTS 

 

							
	 	  	 	  	SA NUMBER	 
	ARTICLES	  	 	 
	 Article 1.
	  	 Quantity, Model and Description
	  	 	SA-1	  
	 Article 2.
	  	 Delivery Schedule
	  	 	SA-1	  
	 Article 3.
	  	 Price
	  	 	SA-1	  
	 Article 4.
	  	 Payment
	  	 	SA-1	  
	 Article 5.
	  	 Additional Terms
	  	 	SA-1	  
			
	TABLE	  		  			
	 1A.
	  	 737-8 Aircraft Information Table
	  			
	 1BR1
	  	 737-9 Aircraft Information Table 
	  			
		
	EXHIBITS	  			
	 A1.
	  	 737-8 Aircraft Configuration
	  			
	 A2.
	  	 737-9 Aircraft Configuration
	  			
	 B.
	  	 Aircraft Delivery Requirements and Responsibilities
	  			
		
	SUPPLEMENTAL EXHIBITS	  			
	 AE1.
	  	 Escalation Adjustment/Airframe and Optional Features
	  	 	SA-1	  
	 BFE1.
	  	 BFE Variables
	  			
	 CS1-1.
	  	 Customer Support Variables
	  			
	 CS1-2.
	  	 Customer Support Variables
	  			
	 CS1-3.
	  	 Customer Support Variables
	  			
	 EE1.
	  	 Engine Escalation Engine Warranty and Patent Indemnity
	  			
	 SLP1.
	  	 Service Life Policy Components
	  			
		
	LETTER AGREEMENTS	  			
	 LA-1208469
	  	 Assignment of Customer’s Interest to Subsidiary or Affiliate
	  			
	 LA-1208470
	  	 Loading of Customer Software
	  			
	 LA-1208471R1
	  	 Open Matters for 737-8 and 737-9 Aircraft
	  			
	 LA-1208472
	  	 Seller Purchased Equipment
	  			
	 LA-1208473
	  	 Export-Import Bank Financing Application Disclosure
	  			
	 LA-1208474
	  	 Leasing Matters
	  			
	 LA-1208475
	  	 Liquidated Damages ****
	  			
	 LA-1208476
	  	 Performance Matters
	  			
	 LA-1208477
	  	 Aircraft Model Substitution
	  			
	 LA-1208478
	  	 Reconfirmation Aircraft
	  			
	 LA-1208479R1
	  	 Assignment of Customer’s Interest for Securing Advance Payment Financing
	  	 	SA-1 Pages 2	  
	 LA-1208480
	  	 **** Escalation Program
	  			


  

					
	 VLS-PA-3815
	 	i	 	SA-1
		 	BOEING PROPRIETARY	 	










							
	
	 TABLE OF CONTENTS

 
	   
 

	 	  	NUMBER	 
		
	LETTER AGREEMENTS	  			
	 LA-1208481R1
	  	 Special Matters
	  	 	SA-1 Page 2	  
	 LA-1209347
	  	 Promotional Support
	  			
	 LA-1402314
	  	 Advance Payments Matters
	  			


  

					
	VLS-PA-3815	 	ii	 	SA-1
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 Purchase Agreement No. PA-03815 

between 
 The Boeing
Company 
 and 

Avolon Aerospace Leasing Limited 
 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). 

1. Quantity, Model and Description. 
 The
aircraft to be delivered to Customer will be designated as Model 737-8 aircraft (737-8 Aircraft) and Model 737-9 aircraft (737-9 Aircraft) (collectively, the Aircraft). Boeing will manufacture and sell to Customer Aircraft
conforming to the configurations described in Exhibit Al and Exhibit A2 in the quantities listed in Table 1A, and Table 1BR1 (collectively Table 1) to the Purchase Agreement. 

2. Delivery Schedule. 
 The scheduled
months of delivery of the Aircraft are listed in the attached Table 1. Exhibit B describes certain responsibilities for both Customer and Boeing in order to accomplish the delivery of the Aircraft. 

3. Price. 
 3.1 Aircraft Basic Price. The
Aircraft Basic Price is listed in Table 1 and is subject to escalation in accordance with the terms of this Purchase Agreement. 
 3.2
Advance Payment Base Prices. The Advance Payment Base Prices listed in Table 1 were calculated using the 737-8 Airframe Price, average optional features price, and average SPE as of the date of this Purchase Agreement escalated at a rate of
**** per year to the scheduled delivery year. 
 4. Payment. 

4.1 Boeing acknowledges receipt of a deposit in the amount shown in Table 1 for each Aircraft (Deposit). 

4.2 The standard advance payment schedule for the Aircraft requires Customer to make certain advance payments, expressed in a percentage of
the Advance Payment Base Price of each Aircraft beginning with a payment of ****, 

  

					
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		 	BOEING PROPRIETARY	 	









 
less the Deposit, on the effective date of the Purchase Agreement for the Aircraft. Additional advance payments for each Aircraft are due as specified in and on the first business day of the
months listed in the attached Table 1. 
 4.3 For any Aircraft whose scheduled month of delivery is less than twenty-four (24) months
from the date of this Purchase Agreement, the total amount of advance payments due for payment upon signing of this Purchase Agreement will include all advance payments which are past due in accordance with the standard advance payment schedule set
forth in paragraph 4.2 above. 
 4.4 Customer will pay the balance of the Aircraft Price of each Aircraft at delivery. 

5. Additional Terms. 
 5.1 Aircraft
Information Table. Table 1 consolidates information contained in Articles 1, 2, 3 and 4 with respect to (i) quantity of Aircraft, (ii) applicable Detail Specification, (iii) month and year of scheduled deliveries,
(iv) Aircraft Basic Price, (v) applicable escalation factors and (vi) Advance Payment Base Prices and advance payments and their schedules. 

5.2 Escalation Adjustment/Airframe and Optional Features. Supplemental Exhibit AE1 contains the applicable airframe and optional
features escalation formula. 
 5.3 Buyer Furnished Equipment Variables. Supplemental Exhibit BFE1 contains supplier selection dates,
on dock dates and other variables applicable to the Aircraft. 
 5.4 Customer Support Variables. Supplemental Exhibits CS1-1, CS1-2,
and CS1-3 contain the customer support variables applicable to information, training, services and other things to be furnished by Boeing in support of the Aircraft to be leased by Customer. In accordance with Letter Agreement
VLS-PA-03815-LA-1208474 to the Purchase Agreement Boeing will identify which Supplemental Exhibit is applicable to each of Customer’s lessees. 

5.5 Engine Escalation Variables. Supplemental Exhibit EE1 describes the applicable engine escalation formula and contains the engine
warranty and the engine patent indemnity for the Aircraft. 
 5.6 Service Life Policy Component Variables. Supplemental Exhibit SLP1
lists the SLP Components covered by the Service Life Policy for the Aircraft. 
 5.7 Public Announcement. Boeing reserves the right
to make a public announcement regarding Customer’s purchase of the Aircraft upon approval of Boeing’s press release by Customer’s public relations department or other authorized representative. 

5.8 Negotiated Agreement; Entire Agreement. This Purchase Agreement, including the provisions of Article 8.2 of the AGTA relating to
insurance, and Article 11 of Part 2 of Exhibit C of the AGTA relating to DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND  

  

					
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		 	BOEING PROPRIETARY	 	









 
OTHER DAMAGES, has been the subject of discussion and negotiation and is understood by the parties; the Aircraft Price and other agreements of the parties stated in this Purchase Agreement
were arrived at in consideration of such provisions. This Purchase Agreement, including the AGTA, contains the entire agreement between the parties and supersedes all previous proposals, understandings, commitments or representations whatsoever,
oral or written, and may be changed only in writing signed by authorized representatives of the parties. 
 AGREED AND ACCEPTED this 

	
	  

	Date

  

			
	THE BOEING COMPANY	  	AVOLON AEROSPACE LEASING LIMITED
	 /s/ Stuart C. Ross
	  	 /s/ Peter Caley

	Signature	  	Signature
		
	 Stuart C. Ross
	  	 Peter Caley

	Printed name	  	Printed name
		
	 Attorney-in-Fact
	  	 Authorised Signatory

	Title	  	Title


  

					
	 VLS-PA-3815
	 	iii	 	SA-1
		 	BOEING PROPRIETARY	 	









 Table 1BR1 To 

Purchase Agreement No. PA-03815 

Aircraft Delivery, Description, Price and Advance Payments 
  

																									
	 Airframe Model/MTOW:
	  	****	  	 	****	  	  				  	Detail Specification:	  				  	 	****	  	  			
	 Engine Model/Thrust:
	  	CFM-LEAP-1B	  	 	****	  	  				  	Airframe Price Base Year/****Formula:	  	 	****	  	  				  	 	****	  
	 Airframe Price:
	  		  				  	 	****	  	  	Engine Price Base Year/****Formula:	  	 	****	  	  				  	 	****	  
	 Optional Features:
	  		  				  	 	****	  	  		  				  				  			
		  		  	  
	  
	 	  		  				  				  			
	 Sub-Total of Airframe and Features:
	  		  				  	 	****	  	  	Airframe Escalation Data:	  				  				  			
	 Engine Price (Per Aircraft):
	  		  				  	 	****	  	  	Base Year Index (ECI):	  	 	****	  	  				  			
	 Aircraft Basic Price (Excluding BFE/SPE):
	  		  				  	 	****	  	  	Base Year Index (CPI):	  	 	****	  	  				  			
		  		  	  
	  
	 	  		  				  				  			
	 Buyer Furnished Equipment (BFE) Estimate:
	  		  				  	 	****	  	  		  				  				  			
	 Seller Purchased Equipment (SPE) Estimate:
	  		  				  	 	****	  	  		  				  				  			
	 Deposit per Aircraft:
	  		  				  	 	****	  	  		  				  				  			

  

																					
	 Delivery

Date
	  	Number of
Aircraft	  	Manufacturer’s
Serial
No.	  	****Factor
(Airframe)	  	Lessee	  	Configuration
Exhibit	  	****Estimate
Adv Payment Base
Price Per A/P	  	Advance Payment Per Aircraft
(Amts. Due/Mos. Prior to Delivery):
	  	  	  	  	  	  	  	****	  	****	  	****	  	****
	 ****
	  	****	  	****	  	****	  		  		  	****	  	****	  	****	  	****	  	****
	 ****
	  		  	****	  	****	  		  		  	****	  	****	  	****	  	****	  	****
	 ****
	  		  	****	  	****	  		  		  	****	  	****	  	****	  	****	  	****
	 ****
	  	****	  	****	  	****	  		  		  	****	  	****	  	****	  	****	  	****
	 ****
	  		  	****	  	****	  		  		  	****	  	****	  	****	  	****	  	****
	 ****
	  		  	****	  	****	  		  		  	****	  	****	  	****	  	****	  	****
	 ****
	  	****	  	****	  	****	  		  		  	****	  	****	  	****	  	****	  	****
	 ****
	  		  	****	  	****	  		  		  	****	  	****	  	****	  	****	  	****
	 ****
	  		  	****	  	****	  		  		  	****	  	****	  	****	  	****	  	****
	 ****
	  	****	  	****	  	****	  		  		  	****	  	****	  	****	  	****	  	****
	 ****
	  		  	****	  	****	  		  		  	****	  	****	  	****	  	****	  	****
	 ****
	  		  	****	  	****	  		  		  	****	  	****	  	****	  	****	  	****
	 ****
	  	****	  	****	  	****	  		  		  	****	  	****	  	****	  	****	  	****
	 ****
	  		  	****	  	****	  		  		  	****	  	****	  	****	  	****	  	****
	 ****
	  		  	****	  	****	  		  		  	****	  	****	  	****	  	****	  	****
	 ****
	  	****	  	****	  	****	  		  		  	****	  	****	  	****	  	****	  	****
	 ****
	  		  	****	  	****	  		  		  	****	  	****	  	****	  	****	  	****
	 ****
	  		  	****	  	****	  		  		  	****	  	****	  	****	  	****	  	****


  

					
	VLS-PA-03815 APR-61781	 	i	 	SA-1, Page 1
		 	BOEING PROPRIETARY	 	









 Table 1BR1 To 

Purchase Agreement No. PA-03815 

Aircraft Delivery, Description, Price and Advance Payments 
  

																	
	 Airframe Model/MTOW:
	 	 	****	  	 	 	****	  	 	Detail Specification:	 	 	****	  	 	
	 Engine Model/Thrust:
	 	 	CFM-LEAP-1B	  	 	 	****	  	 	Airframe Price Base Year/****Formula:	 	 	****	  	 	ECI-MFG/CPI
	 Airframe Price:
	 				 	 	****	  	 	Engine Price Base Year/****Formula:	 	 	****	  	 	N/A
	 Optional Features:
	 				 	 	****	  	 		 				 	
		 				 	  
	  
	 	 		 				 	
	 Sub-Total of Airframe and Features:
	 				 	 	****	  	 	Airframe Escalation Data:	 				 	
	 Engine Price (Per Aircraft):
	 				 	 	****	  	 	Base Year Index (ECI):	 	 	****	  	 	
	 Aircraft Basic Price (Excluding BFE/SPE):
	 				 	 	****	  	 	Base Year Index (CPI):	 	 	****	  	 	
		 				 	  
	  
	 	 		 				 	
	 Buyer Furnished Equipment (BFE) Estimate:
	 				 	 	****	  	 		 				 	
	 Seller Purchased Equipment (SPE) Estimate:
	 				 	 	****	  	 		 				 	
	 Deposit per Aircraft:
	 				 	 	****	  	 		 				 	

  

																																					
	 Delivery Date
	  	Number of
Aircraft	 	  	Manufacturer’s
Serial No.	 	  	****Factor
(Airframe)	 	  	Lessee	  	Configuration
Exhibit	  	****Estimate
Adv Payment Base
Price Per A/P	 	  	Advance Payment Per Aircraft
(Amts. Due/Mos. Prior to Delivery):	 
	  	  	  	  	  	  	  	****	 	  	****	 	  	****	 	  	****	 
	 ****
	  	 	****	  	  	 	****	  	  	 	****	  	  		  		  	 	****	  	  	 	****	  	  	 	****	  	  	 	****	  	  	 	****	  
	 ****
	  				  	 	****	  	  	 	****	  	  		  		  	 	****	  	  	 	****	  	  	 	****	  	  	 	****	  	  	 	****	  
	 ****
	  				  	 	****	  	  	 	****	  	  		  		  	 	****	  	  	 	****	  	  	 	****	  	  	 	****	  	  	 	****	  
	 ****
	  	 	****	  	  	 	****	  	  	 	****	  	  		  		  	 	****	  	  	 	****	  	  	 	****	  	  	 	****	  	  	 	****	  
	 ****
	  				  	 	****	  	  	 	****	  	  		  		  	 	****	  	  	 	****	  	  	 	****	  	  	 	****	  	  	 	****	  
	 ****
	  				  	 	****	  	  	 	****	  	  		  		  	 	****	  	  	 	****	  	  	 	****	  	  	 	****	  	  	 	****	  
	 ****
	  	 	****	  	  	 	****	  	  	 	****	  	  		  		  	 	****	  	  	 	****	  	  	 	****	  	  	 	****	  	  	 	****	  
	 ****
	  				  	 	****	  	  	 	****	  	  		  		  	 	****	  	  	 	****	  	  	 	****	  	  	 	****	  	  	 	****	  
	 ****
	  				  	 	****	  	  	 	****	  	  		  		  	 	****	  	  	 	****	  	  	 	****	  	  	 	****	  	  	 	****	  
	 ****
	  	 	****	  	  	 	****	  	  	 	****	  	  		  		  	 	****	  	  	 	****	  	  	 	****	  	  	 	****	  	  	 	****	  
	 ****
	  				  	 	****	  	  	 	****	  	  		  		  	 	****	  	  	 	****	  	  	 	****	  	  	 	****	  	  	 	****	  
	 ****
	  				  	 	****	  	  	 	****	  	  		  		  	 	****	  	  	 	****	  	  	 	****	  	  	 	****	  	  	 	****	  

 **** 

  

					
	VLS-PA-03815 APR-61781	 	ii	 	SA-1, Page 1
		 	BOEING PROPRIETARY	 	










					
	



	  	 	  	 The Boeing Company

P.O. Box 3707
 Seattle, WA 98124-2207

 


  

VLS-PA-03815-LA-1208471R1 
 Avolon Aerospace Leasing
Limited 
 The Oval, Building 1 
 Shelbourne Road 

Ballsbridge, Dublin 4 
 Ireland 

 

			
	Subject :	  	Open Matters for 737-8 and 737-9 Aircraft
		
	 Reference:
	  	Purchase Agreement No. 03815 (Purchase Agreement) between The Boeing Company (Boeing) and Avolon Aerospace Leasing Limited (Customer) relating to Model 737-8 and 737-9 aircraft
(Aircraft)

 This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used
but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. 
 Given the long period of time between
Purchase Agreement signing and delivery of the first Aircraft and the continued development of the 737MAX program, certain elements have not yet been defined. In consideration, Boeing and Customer agree to work together as the 737MAX program
develops as follows: 
 1. Aircraft Delivery Schedule. 

1.1 Table 1A for the 737-8 Aircraft and Table 1BR1 for the 737-9 Aircraft (collectively, Table 1) provide the delivery positions for
the Aircraft in ****delivery windows (**** Delivery Window) consisting of a nominal delivery month (Nominal Delivery Month), plus and minus ****. The **** Delivery Window may not necessarily be ****prior to
the Nominal Delivery Month of Customer’s first Aircraft in each calendar year, Boeing will provide Customer the delivery month for each Aircraft with a Nominal Delivery Month in such calendar year. 

1.2 If, prior to the notice of the delivery month described in paragraph 1.1, Customer provides written notice to Boeing of a signed letter of
intent with a lessee for a specific Nominal Delivery Month, Boeing will reserve that particular Aircraft for that lessee in the Nominal Delivery Month for **** calendar days from the date of customer’s notice (LOI Period). If
Customer provides written notice of firm agreement with the lessee during the LOI Period, the Nominal Delivery Month will be established as the delivery month of the Aircraft. If the LOI Period expires without Customer providing notice of firm
agreement with the lessee for the Nominal Delivery Month, Boeing may provide an alternate delivery month for the Aircraft within the ****Delivery Window. 

  

					
	 VLS-PA-03815-LA-1208471R1
 Open Matters
for 737-8 and 737-9 Aircraft
	 		 	 SA-1

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		 	BOEING PROPRIETARY	 	









 



 
  
 1.3 The notices provided by Boeing
pursuant to paragraph 1.1 and 1.2 will constitute an amendment to Table 1A and Table 1BR1 of the Purchase Agreement. The amended Table 1A and Table 1BR1 shall be the scheduled delivery positions for the purposes of applying all provisions of the
Purchase Agreements, including without limitation the BFE on-dock dates, calculation of Escalation Adjustment, and determination of the advanced payment schedule, however, the amended Table 1A and Table 1BR1 will not revise or change the Advance
Payment Base Price for the Aircraft. 
 2. Skyline Flexibility. 

2.1 Boeing, at its sole discretion, shall have a one-time right to slide or accelerate delivery of up to **** of the Aircraft delivery
positions in each year beginning in **** (Flexible Delivery Right), subject to the following terms and conditions: 
  

	 	(i)	Boeing will provide written notice to Customer of its intent to exercise a Flexible Delivery Right (Flexible Delivery Notice) no later than the **** day of the month that is **** months prior to the
**** day of the **** month of the applicable **** Delivery Window; 

  

	 	(ii)	The applicable Aircraft delivery position may be slid or accelerated no more than **** months from the Nominal Delivery Month; and 


 

	 	(iii)	Boeing may slide or accelerate a particular delivery position only once. 

 2.2 For any Aircraft
for which the month of delivery has been rescheduled under this Section 2, the calculation of the Escalation Adjustment will be based on the revised delivery month established for such Aircraft and the advance payment schedule for such Aircraft
will be adjusted to reflect the revised delivery month. 
 2.3 Customer and Boeing will execute a supplemental agreement to the Purchase
Agreement to incorporate the revised scheduled month of delivery of the Aircraft within **** days of the Flexible Delivery Notice. 
 3. Aircraft
Configuration. 
 3.1 The initial configuration of Customer’s Model 737-8 Aircraft and 737-9 Aircraft has been defined by Boeing
Model 737-8 basic specification **** dated **** (Initial Configuration). Final configuration of the Aircraft (Final Configuration) will be completed using the then-current Boeing configuration documentation in
accordance with the following schedule: 
 3.1.1 No later than **** months prior to the **** Aircraft’s scheduled
delivery, Boeing and Customer will discuss potential optional features. 

  

					
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 Open Matters
for 737-8 and 737-9 Aircraft
	 		 	 SA-1

Page 2

		 	BOEING PROPRIETARY	 	









 



 
  
 3.1.2 Within **** days after
that meeting, Boeing will provide Customer with a proposal for those optional features that can be incorporated into the Aircraft during production. 

3.1.3 Customer will then have **** days to accept or reject the optional features. 

3.1.4 Within **** days following Final Configuration, Boeing and Customer will execute a written amendment to the Purchase Agreement
which will reflect the following: 
 3.1.4.1 Changes applicable to the basic Model 737-8 or 737-9 aircraft which are developed by
Boeing between the date of signing of the Purchase Agreement and date of Final Configuration. 
 3.1.4.2 Incorporation into Exhibit A
of the Purchase Agreement, by written amendment, those optional features which have been agreed to by Customer and Boeing (Customer Configuration Changes); 

3.1.4.3 Revisions to the Supplemental Exhibit BFE1 to reflect the selection dates and on-dock dates of BFE; 

3.1.4.4 Changes to the Optional Features Prices, and Aircraft Basic Price to adjust for the difference, if any, between the prices estimated
in Table 1 of the Purchase Agreement for optional features reflected in the Aircraft Basic Price and the actual prices of the optional features reflected in the Customer Configuration Changes. Such changes will not result in a change to the
Advance Payment Base Price provided in Table 1. Optional Features Prices will comply with the provisions of paragraph 6 of letter agreement VLS-PA-03815-LA-1208481R1 (Special Matters). 

4. Performance Guarantees. 
 Boeing is
designing the 737-8 Aircraft with the intent of providing similar or better takeoff performance than the 737-800W when similar thrust ratings are considered at normal operating conditions. Similarly, Boeing is designing the 737-9 Aircraft with
the intent of providing similar or better takeoff performance than the 737-900ERW when similar thrust ratings are considered at normal operating conditions. Boeing will provide Customer with a takeoff guarantee for the 737-8 Aircraft and 737-9
Aircraft when Customer has confirmed relevant configuration choices of MTOW and engine thrust. At Customer’s request, comparative takeoff performance information may be provided after **** to assist Customer in the appropriate
thrust selection for their lessee’s operations. 

  

					
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 Open Matters
for 737-8 and 737-9 Aircraft
	 		 	 SA-1

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		 	BOEING PROPRIETARY	 	









 



 
  
 5. Customer Support Variables. 

5.1 The initial customer support package contained in Supplemental Exhibit CS1 to the Purchase Agreement is predicated upon the 737NG customer
support package. Boeing intends to further refine the post delivery support package for the 737MAX and will provide this revised package to Customer no later than **** months prior to the **** scheduled delivery quarter of the first
Aircraft. The provision of such revised Supplemental Exhibit CS1 will constitute an amendment to the Purchase Agreement and will provide the Customer in aggregate an overall Boeing post delivery support package that is equivalent to, or better than,
the Supplemental Exhibit CS1 included in the Purchase Agreement as of the date of this Letter Agreement. 
 5.2 Additionally, Boeing will
engage in discussions with Customer in conjunction with the providing of the updated Supplemental Exhibit CS1 to offer to Customer additional uniquely tailored post delivery support services beyond the scope of the Supplemental Exhibit CS1 that will
further enhance the maintainability and operational efficiency of the Aircraft. 
 6. Other Letter Agreements. 

Boeing and Customer acknowledge that as they work together to develop the 737MAX program and as Boeing refines the definition of the Aircraft
and associated production processes, there may be a need to execute or amend letter agreements addressing one or more of the following: 

6.1 Software. Additional provisions relating to software and software loading. 

6.2 Seller Purchased Equipment (SPE) and/or In-Flight Entertainment (IFE). Provisions relating to the terms under which Boeing may offer or
install SPE in the Aircraft. 
 6.3 Buyer Furnished Equipment (BFE). Provisions relating to the terms under which Boeing may install and
certify Customer’s BFE in the Aircraft. 
 7. Confidential Treatment. 

The information contained herein represents confidential business information and has value precisely because it is not available generally or
to other parties. Customer will limit the disclosure of its contents to (i) employees of Customer and (ii) advisors, including legal advisors, each with a need to know the contents for purposes of helping Customer perform its obligations
under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing. 

  

					
	 VLS-PA-03815-LA-1208471R1
 Open Matters
for 737-8 and 737-9 Aircraft
	 		 	 SA-1

Page 4

		 	BOEING PROPRIETARY	 	









 



 
  
 Very truly yours, 

 

			
	 THE BOEING COMPANY

		
	 By
	 	 Stuart C. Ross

		
	 Its
	 	 Attorney-In-Fact

	
	 ACCEPTED AND AGREED TO this

		
	 Date:
	 	
                    ,
2014

	
	 AVOLON AEROSPACE LEASING LIMITED

		
	 By
	 	 Peter Caley

		
	 Its
	 	 Authorised Signatory



  

					
	 VLS-PA-03815-LA-1208471R1
 Open Matters
for 737-8 and 737-9 Aircraft
	 		 	 SA-1

Page 5

		 	BOEING PROPRIETARY	 	









 



 
  
 VLS-PA-03815-LA-1208479R1 

Avolon Aerospace Leasing Limited 
 The Oval, Building 1 

Shelbourne Road 
 Ballsbridge, Dublin 4 

Ireland 
  

			
	Subject:	  	Assignment of Customer’s Interest for Securing Advance Payment Financing
		
	Reference:	  	Purchase Agreement No. PA-03815 (Purchase Agreement) between The Boeing Company (Boeing) and Avolon Aerospace Leasing Limited (Customer) relating to Model 737-8 and 737-9 aircraft
(Aircraft)

 This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used
but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. 
 This Letter Agreement sets forth the
rights and obligations between Boeing and Customer in the event of Customer’s desire to assign certain of its rights and interests under the Purchase Agreement for the purpose of securing advance payment financing. The terms of this Letter
Agreement will prevail in the event of any conflict between this Letter Agreement and any provision of the Purchase Agreement. 
 1. Assignment of
Customer’s Interest. 
 1.1 Boeing may consent to any reasonable request by Customer to assign as security interest certain rights
and interests of Customer under the Purchase Agreement if such assignment is solely for the purpose of enabling Customer to secure advance payment financing for the purchase of the Aircraft provided that Customer and Customer’s financiers
accept Boeing’s terms and conditions for consenting to a security assignment including, but not limited to, the following: (i) Customer and Customer’s financiers agree that the assignment will be subject to Boeing’s option
(Manufacturer’s Option), as defined in Section 2, below; (ii) the assignment shall be subject to the Manufacturer’s Option upon the occurrence of a Change of Control event as defined in Section 3, below;
(iii) Customer shall continue at all times to remain liable to Boeing under the Purchase Agreement to perform all duties and obligations of Customer; (iv) Boeing shall not be subject to any additional liability as a result of the
assignment which Boeing would not otherwise be subject to under the Purchase Agreement; and, (v) the assignment shall not modify in any respect the continued rights of Boeing under the Purchase Agreement, or require Boeing to divest itself of
title to or possession of the Aircraft, or any other things, until delivery thereof and full payment is provided to Boeing. Boeing will not unreasonably withhold its consent. 

  

					
	 VLS-PA-03815-LA-1208479R1

Assignment of Customer’s Interest for Securing Advance Payment Financing
	 	SA-1 Page 2
		 	BOEING PROPRIETARY	 	









 



 
  
 1.2 For purposes of assignment of a
security interest in the Purchase Agreement for the purpose of financing of the advance payments, Boeing will permit Customer’s financier to be assigned the right to purchase the Aircraft for the Aircraft Basic Price with Escalation Adjustment,
less a credit memorandum in an amount equal to ****) of the Airframe Price for the 737-8 Aircraft and **** of the Airframe Price for the 737-9 Aircraft. Such credit memorandum amount will be determined by multiplying the Airframe Price
by the percentage listed above as adjusted by Boeing for any applicable escalation provisions and any costs incurred or benefits received. In calculating the amount payable by the financier for an Aircraft, the financier shall receive credit for the
advance payments received and retained by Boeing under the Purchase Agreement with respect to that Aircraft. In the event of such assignment, Customer shall remain responsible for performance of Customer’s obligations under any separate
agreements related to the Aircraft including, but not limited to, agreements with the engine manufacturer or BFE suppliers. 
 1.3 In
addition to the assignable concession level in paragraph 1.2 above, Boeing will permit Customer to assign to Customer’s financier the following ****advance payment schedule which modifies the due dates and amounts of the advance payments
from those included in the standard **** schedule reflected in Table 1A and 1B to the Purchase Agreement. 
  

			
	****	  	****
	****	  	****
	****	  	****
	****	  	****
	****	  	****
	****	  	****
	****	  	****

 1.4 At delivery of the Aircraft, Financier will pay interest on the **** Advance Payments from the
calendar day on which each advance payment would have been due in accordance with Table 1A and 1BR1 of the Purchase Agreement until the day such payment is received by Boeing. The rate used to calculate such interest shall be **** The
effective rate will be the rate in effect on the first business day of the calendar quarter in which the advance payment was initially deferred, and will be reset every calendar quarter. 

1.5 The preceding provisions are subject to adequate documentation of the security and consent agreements as solely determined by Boeing. At
the time such agreements are offered for consideration by Boeing, Boeing will discuss reasonable requests by Customer for possible modification of the preceding provisions, including escalation methodology and concession levels, in light of changing
market conditions and lender requirements related to advance payment financing. 

  

					
	 VLS-PA-03815-LA-1208479R1

Assignment of Customer’s Interest for Securing Advance Payment Financing
	 	SA-1 Page 3
		 	BOEING PROPRIETARY	 	









 



 
  
 1.6 In addition to the foregoing
paragraph 1.5, Boeing agrees to offer improved, but presently undefined, assignment terms if, at the time Customer pursues advance payment financing, (i) Customer selects either Citibank, DVB Bank SE or BNP Paribas as its financier for advance
payment financing and (ii) the chosen financier signs a non-disclosure agreement with Boeing containing terms deemed satisfactory to Boeing in its sole discretion. 

2. Manufacturer’s Option. 
 If
Customer’s financier gives notice that it intends to exercise its assigned right to assume Customer’s rights under the Purchase Agreement with respect to any Aircraft, Boeing shall have the right to assume those rights under the Purchase
Agreement with respect to such Aircraft by paying an amount equal to the aggregate of the advance payments funded by the advance payment financing, and received and retained by Boeing under the Purchase Agreement with respect to that Aircraft. 

3. Change of Control Event. 
 A
“Change of Control” shall mean the occurrence of any one or more of the following events: (i) any party taking any action to foreclose or otherwise exercise any right such party may have to control or otherwise direct Customer
pursuant to a security agreement, pledge or otherwise; (ii) any change of ownership or control of Customer whether through sale, merger, consolidation or otherwise or whether through foreclosure, enforcement of a security interest, or otherwise
resulting from the acts of any party; (iii) the creation of any lien upon the assets of Customer or any pledge of any ownership or other interest in Customer to any party; or, (iv) the bankruptcy (whether voluntary, involuntary or
otherwise) or insolvency of the Customer. 
 4. Assignment. 

This Letter Agreement is provided as an accommodation to Customer in consideration of its relationship with Boeing, and cannot be assigned in
whole or in part. 
 5. Confidential Treatment. 

The information contained herein represents confidential business information and has value precisely because it is not available generally or
to other parties. Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to
disclose its contents to any other person or entity without the prior written consent of Boeing. 

  

					
	 VLS-PA-03815-LA-1208479R1

Assignment of Customer’s Interest for Securing Advance Payment Financing
	 	SA-1 Page 4
		 	BOEING PROPRIETARY	 	









 



 
  
 Very truly yours, 

 

			
	THE BOEING COMPANY
		
	By	 	 Stuart C. Ross

		
	Its	 	 Attorney-In-Fact

	
	ACCEPTED AND AGREED TO this


			
		
	Date:	 	
                    ,
2014



			
	
	AVOLON AEROSPACE LEASING LIMITED
		
	By	 	 Peter Caley

		
	Its	 	 Authorised Signatory



  

					
	 VLS-PA-03815-LA-1208479R1

Assignment of Customer’s Interest for Securing Advance Payment Financing
	 	SA-1 Page 5
		 	BOEING PROPRIETARY	 	









 



 
  
 VLS-PA-03815-LA-1208481R1 

Avolon Aerospace Leasing Limited 
 The Oval, Building 1 

Shelbourne Road 
 Ballsbridge, Dublin 4 

Ireland 
  

			
	Subject:	 	Special Matters
		
	Reference:	 	Purchase Agreement No. PA-03815 (Purchase Agreement) between The Boeing Company (Boeing) and Avolon Aerospace Leasing Limited (Customer) relating to Model 737-8 and 737-9 aircraft
(Aircraft)

 This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used
but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement. 
 1. Credit Memoranda. In consideration of
Customer’s purchase of the Aircraft, at the delivery of each such Aircraft or Substitute Aircraft, as described in letter agreement VLS-PA-08315-LA-1208477 “Aircraft Model Substitution”, unless otherwise noted, Boeing will provide to
Customer the following credit memoranda: 
 1.1 Basic Credit Memorandum. Boeing will issue to Customer a basic credit memorandum
(Basic Credit Memorandum) in an amount shown in the table immediately below for the respective Aircraft minor model. 
  

			
	 Basic Credit Memorandum

	 Model Type
	  	U.S. Dollar Amount
****
	 737-8 Aircraft
	  	****
	 737-9 Aircraft or Substitute Aircraft
	  	****

 1.2 Leasing Credit Memorandum. Customer expressly intends to lease the Aircraft and Substitute Aircraft
to a third party or parties (Lessee or Lessees) who are in the commercial airline business as aircraft operators. As an additional consideration and incentive for entering into a lease for the Aircraft or Substitute Aircraft prior to delivery
of such Aircraft or Substitute Aircraft, Boeing will issue to Customer a leasing credit memorandum (Leasing Credit Memorandum) in an amount shown in the table immediately below for the respective Aircraft and Substitute Aircraft minor model.
**** 

  

					
	 VLS-PA-03815-LA-1208481R1
 Special
Matters
	 		 	 SA-1

Page 2

		 	BOEING PROPRIETARY	 	









 



 
  
  

			
	 Leasing Credit Memorandum

	 Model Type
	  	U.S. Dollar Amount
****
	 737-8 Aircraft
	  	****
	 737-9 Aircraft or Substitute Aircraft
	  	****

 1.3 MTOW Credit Memorandum. Boeing will issue to Customer at delivery of the Aircraft or Substitute
Aircraft, a maximum take off weight (MTOW) credit memorandum (MTOW Credit Memorandum) **** up to a maximum credit memorandum in an amount shown in the table immediately below for the respective Aircraft or Substitute Aircraft
minor model. Such MTOW Credit Memorandum will be applied solely to ****. For the purposes of this MTOW Credit Memorandum, the basic MTOW for the 737-8 Aircraft is ****and the basic MTOW for the 737-9 Aircraft is ****. 

 

			
	 MTOW Credit Memorandum

	 Model Type
	  	U.S. Dollar Amount
****
	 737-8 Aircraft
	  	****
	 737-9 Aircraft or Substitute Aircraft
	  	****

 1.4 MAX Launch Credit Memorandum. Boeing will issue to Customer a MAX launch credit memorandum (MAX
Launch Credit Memorandum) in the amount shown in the table immediately below for the respective Aircraft or Substitute Aircraft minor model. 
  

			
	 MAX Launch Credit Memorandum

	 Model Type
	  	U.S. Dollar Amount
****
	 737-8 Aircraft
	  	****
	 737-9 Aircraft or Substitute Aircraft
	  	****

 1.5 Strategic Placement Credit Memorandum. In consideration of Customer’s agreement to
cooperatively work with Boeing to place the Aircraft or Substitute Aircraft with airlines identified as strategic by Boeing (Strategic Lessee) and/or place the Aircraft or Substitute Aircraft with airlines who are new operators of 737 MAX
aircraft (New MAX Lessee), Boeing will provide a strategic placement credit memorandum (Strategic Placement Credit Memorandum) as follows: 

1.5.1 For each Aircraft or Substitute Aircraft Customer places with ****, Boeing will issue, at the time of delivery of each such
Aircraft or Substitute Aircraft, a Strategic Lessee Credit Memorandum to Customer in an amount listed below for the respective minor model of the Aircraft or Substitute Aircraft. **** 

  

					
	 VLS-PA-03815-LA-1208481R1
 Special
Matters
	 		 	 SA-1

Page 3

		 	BOEING PROPRIETARY	 	









 



 
  
  

			
	 Strategic Placement Credit
Memorandum

	 Model Type
	  	U.S. Dollar Amount
****
	 737-8 Aircraft
	  	****
	 737-9 Aircraft or Substitute Aircraft
	  	****

 1.5.2 To facilitate placement of the Aircraft or Substitute Aircraft with Strategic Lessees, ****
Customer will provide written notice to Boeing of Customer’s intent for placement (Strategic Lessee Notice). Boeing will confirm such placement as a Strategic Lessee placement within ****days of receipt of the Strategic
Lessee Notice. 
 1.5.3 To facilitate placement of the Aircraft or Substitute Aircraft to a New MAX Lessee, a New MAX Lessee is defined as
**** Customer will provide written notice to Boeing of Customer’s intent for placement (New MAX Lessee Notice). Boeing will confirm such placement as a New MAX Lessee placement within seven (7) days of receipt of the New
MAX Lessee Notice. 
 1.6 Final Price Concession Credit Memorandum. Boeing will issue to Customer, at delivery of each Aircraft or
Substitute Aircraft, a final price concession credit memorandum (Final Price Concession Credit Memorandum) in an amount listed below for the respective minor model of the Aircraft or Substitute Aircraft**** 

 

			
	 Final Price Concession Credit
Memorandum

	 Model Type
	  	U.S. Dollar Amount
****
	 737-8 Aircraft
	  	****
	 737-9 Aircraft or Substitute Aircraft
	  	****

 1.7 Escalation Credit Memorandum. Boeing will issue to Customer, at delivery of each Aircraft or
Substitute Aircraft, an escalation credit memorandum (Escalation Credit Memorandum) in the amount of **** 
 2. Escalation of Credit
Memoranda. 
 Unless otherwise noted, the amounts of the Credit Memoranda stated in Paragraphs 1.1 through 1.7 are in stated in
**** and will be escalated to the scheduled month of the respective Aircraft or Substitute Aircraft delivery pursuant to the Airframe Escalation formula set forth in the Purchase Agreement applicable to the Aircraft or Substitute Aircraft.
The Credit Memoranda may, at the election of Customer, be (i) applied against the Aircraft Price of the respective Aircraft or Substitute Aircraft at the time of delivery, or (ii) used for the purchase of other Boeing goods and services
(but shall not be applied to advance payments). 

  

					
	 VLS-PA-03815-LA-1208481R1
 Special
Matters
	 		 	 SA-1

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		 	BOEING PROPRIETARY	 	









 



 
  
 3. Optional Features Pricing. 

****. For the avoidance of doubt, the Optional Features selected for the Aircraft, at the time of final configuration, will be priced
at the then-current catalog prices and ****. This provision shall only apply to the Aircraft listed in Table 1A and Table 1BR1 to the Purchase Agreement. 

4. Assignment. 
 Unless otherwise noted
herein, the Credit Memoranda described in this Letter Agreement are provided as a financial accommodation to Customer and in consideration of Customer’s taking title to the Aircraft or Substitute at time of delivery and leasing the Aircraft or
Substitute to commercial operators. This Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing. In the event that Customer wishes to assign, or commit to assign, the Purchase Agreement for the purchase
of the Aircraft, subject to Boeing’s consent, for the purpose of advance payment or aircraft financing, it is understood that letter agreement VLS-PA-03815-01208479R1 will become applicable and supersede the terms of this letter agreement. 

5. Confidential Treatment. 
 Customer
understands and agrees that the information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Customer agrees to limit the disclosure of its contents to
(i) employees of Customer and (ii) advisors, including legal advisors to Customer, each with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not
to disclose its contents to any other person or entity without the prior written consent of Boeing. In addition to any equitable relief that may be available to Boeing in the event of a breach of this clause, Boeing may rescind the Credit Memoranda
contained in paragraph 1 above, in the event of any unauthorized disclosure by Customer. 

  

					
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	Very truly yours,
	
	THE BOEING COMPANY
		
	By	 	   Stuart C. Ross

		
	Its	 	   Attorney-In-Fact

	
	ACCEPTED AND AGREED TO this
		
	Date:	 	
                    ,
2014

	
	AVOLON AEROSPACE LEASING LIMITED
		
	By	 	   Peter Caley

		
	Its	 	   Authorised Representative



  

					
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 VLS-PA-03815-LA-1402314 

Avolon Aerospace Leasing Limited 
 The Oval, Building 1 

Shelbourne Road 
 Ballsbridge, Dublin 4 

Ireland 
  

			
	Subject:	  	Advance Payment Matters
		
	References:	  	a.) Purchase Agreement No. PA-03815 (737 MAX Purchase Agreement) between The Boeing Company (Boeing) and Avolon Aerospace Leasing Limited (Customer) relating to Model 737-8 and 737-9 aircraft (MAX
Aircraft);
		
		  	b.) Purchase Agreement No. PA-03814 (737-800 Purchase Agreement) between Boeing and Customer relating to Model 737-800 aircraft (737-800 Aircraft);
		
		  	c.) Purchase Agreement No. PA-04227 (787 Purchase Agreement) between Boeing and Customer relating to Model 787-9 aircraft (787-9 Aircraft); and
		
		  	d.) Aircraft General Terms Agreement No. AGTA-VLN (AGTA) between Boeing and Customer.

 This letter agreement (Letter Agreement) amends and supplements the 737 MAX Purchase Agreement. All
terms used but not defined in this Letter Agreement will have the same meaning as in the 737 MAX Purchase Agreement. 
 The 737 MAX Purchase
Agreement incorporates the terms and conditions of AGTA between Boeing and Customer. This Letter Agreement modifies certain terms and conditions of the AGTA with respect to the Aircraft. 

1. **** Advance Payment Schedule. 

1.1 Notwithstanding Article 4.2 of the 737 MAX Purchase Agreement and the advance payment schedule provided in Table 1, ****Advance
Payments) and choose to pay advance payments in accordance with the ****advance payment schedules set forth in the following Table 1.2 below for the MAX Aircraft and Substitute Aircraft and Table 1.3 below for the Reconfirmation
Aircraft (Advance Payments): 
 1.2 **** Advance Payment Schedule for the MAX Aircraft or Substitute Aircraft. 

  

					
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	 Months Before Delivery
	  	 U.S. Dollar Amount per

MAX Aircraft or Substitute Aircraft

	 ****
	  	****
	 ****
	  	****
	 ****
	  	****
	 ****
	  	****
	 ****
	  	****
	 ****
	  	****
	 ****
	  	****

 1.3 ****Advance Payment Schedule for the Reconfirmation Aircraft. 

 

			
	 Months Before Delivery
	  	 U.S. Dollar Amount
per Reconfirmation
Aircraft

	 ****
	  	****
	 ****
	  	****
	 ****
	  	****
	 ****
	  	****
	 ****
	  	****
	 ****
	  	****
	 ****
	  	****
	 ****
	  	****

 1.4 Interest on ****Advance Payments. 

Customer will pay Boeing interest on the ****Advance Payments from the calendar day on which each advance payment would have been due
in accordance with Table 1A and Table 1B of the 737 MAX Purchase Agreement, as amended, until delivery of the applicable ****. The effective rate will be the rate in effect on the first business day of the calendar quarter in which the
advance payment was initially ****, and will be reset every calendar quarter. Interest on unpaid amounts will be calculated using a three hundred sixty (360) day year, and compounded quarterly. 

2. **** 
 2.1 Boeing agrees, pursuant to the
terms set forth below, **** pursuant to the following table (****): 
  

			
	 Effective Terms
	  	 ****

	 ****
	  	****
	 ****
	  	****
	 ****
	  	****

 2.2 The **** 

  

					
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 2.3 If for any reason, a Table 1
applicable to any of the **** is amended, including but not limited to a change in the quantity of aircraft, aircraft delivery date(s), Aircraft Basic Price, or SPE estimate, Substitute Aircraft the parties will amend the **** to
reflect the associated impact of such change, if any. Such corresponding amendment to this Letter Agreement will be made in a manner consistent with the terms and conditions associated with the Initial Aircraft. 

3. ****Mechanics and Requirements. 

3.1 Customer will pay the advance payments until such time **** unless required to be paid earlier in accordance with
paragraph 3.2 below. 
 3.2 Upon delivery of an ****, Boeing will apply the amount of advance payments paid by Customer for such
Initial Aircraft to the delivery invoice for such Initial Aircraft. This action will cause the aggregate amount of advance payments held by Boeing to decrease. Therefore, on the respective delivery of any such ****, whichever occurs first.

 3.3 Customer will pay Boeing interest on any ****, until delivery of the applicable ****. ****The effective rate
will be the rate in effect on the first business day of the calendar quarter in which the advance payment was initially ****, and will be reset every calendar quarter. Interest on unpaid amounts will be calculated using a three hundred
sixty (360) day year, and compounded quarterly. Accrued interest on the **** for each Initial Aircraft will be due and payable on the date of each Initial Aircraft delivery. 

4. Advance Payment Set Off Rights. 
 4.1
Customer agrees that if it defaults on any payment obligation under any agreement with Boeing and fails to cure such default within the specified cure period or in the absence of any specified cure period after notice from Boeing specifying a time
period within which to cure, then Boeing may, in addition to any other rights it may have under any agreement or applicable law, apply any or all advance payments, including the reconfirmation acceptance deposit, paid by Customer under the 737 MAX
Purchase Agreement, to cure, in part or in whole, any such default (Set Off). 
 4.2 In the event Boeing does a Set Off against any
payment obligation owed by Customer to Boeing, absent instruction from Boeing to the contrary, Customer will, after such application, replace within thirty (30) business days the amount so applied such that the total amount of advance payments
will be restored to the aggregate total amount of payments due and owing under the 737 MAX Purchase Agreement. Customer will make all such restoration payments to Boeing by unconditional wire transfer of immediately available funds in United
States Dollars in a bank account in the United States designated by Boeing. Receipt by Boeing of such restoration payments will be deemed to have cured, in part or in whole, the default referred to in paragraph 4.1. 

  

					
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 4.3 For all purposes of this
paragraph 4, including without limitation, notice, Set Off or any other application, the term “Boeing” means and includes The Boeing Company, its divisions, subsidiaries, affiliates and the assignees of each. Nothing herein will
constitute an election or waiver of any remedy of Boeing; all such remedies will be cumulative. Boeing expressly reserves all of its rights and remedies under any agreement and applicable law. 

5. ****of Advance Payments. 
 5.1
Notwithstanding paragraph 2 **** and paragraph 3 **** above, ****in accordance with the ****advance payment schedules set forth in (i) paragraph 1 above (ii) Letter Agreement VLS-PA-03814-LA-1208467 (Special
Matters) to the 737-800 Purchase Agreement and (iii) Letter Agreement VLS-PA-04227-LA-1402160 (Advance Payment Matters) to the 787 Purchase Agreement ****Customer will, pursuant to the provisions of paragraph 3.2, have paid
the full amount of all advance payments due for such Delivering Aircraft. 
 5.2 In the event the total amount of advance payments paid to
Boeing for a Delivering Aircraft is less than the full amount required in paragraph 5.1 above, Boeing may re-allocate the amount of any advance payments from ****, at its option, starting in order of the furthest Initial Aircraft from
delivery until the full amount of all advance payments due for such Delivering Aircraft have been allocated to the Delivering Aircraft. Should Boeing re-allocate the value of advance payments, then at the time the advance payments from other
Aircraft are re-allocated, they will become **** and all applicable terms and conditions herein will apply. 
 6. Interest Charge Calculation
Matters. 
 6.1 Boeing and Customer agree to **** as described further below: 

6.2 For the avoidance of doubt, **** 

6.2.1 **** 
 6.2.2 For
the purposes of the 737 MAX Purchase Agreement, Tangible Net Worth means, with respect to Customer, the consolidated net worth (i.e. assets minus liabilities) of such person and its consolidated subsidiaries, plus to the extent not
otherwise included in such consolidated net worth, unsecured subordinated debt of such person and its consolidated subsidiaries, minus the consolidated intangibles of such person and its consolidated subsidiaries, including, without
limitation, goodwill, trademarks, trade-names, copyrights, patents, patent allocations, licenses and rights in any of the foregoing and other items treated as intangibles in accordance with IFRS. 

  

					
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 7. Assignment. 

Notwithstanding any other provisions of the 737 MAX Purchase Agreement, the rights and obligations described in this Letter Agreement are
provided to Customer in consideration of Customer taking title of the Aircraft at the time of delivery and leasing the Aircraft to a commercial operator and cannot be assigned in whole or, in part. Under no circumstances will the ****. In the
event that Customer wishes to assign, or commit to assign, the Purchase Agreement for the purchase of the Aircraft, subject to Boeing’s consent, for the purpose of advance payment or aircraft financing, it is understood that letter agreement
VLS-PA-03815-01208479R1 will become applicable and supersede the terms of this letter agreement. 
 8. Confidential Treatment. 

Customer understands and agrees that the information contained herein represents confidential business information and has value precisely
because it is not available generally or to other parties. Customer agrees to limit the disclosure of its contents to (i) employees of Customer and (ii) advisors, including legal advisors to Customer, each with a need to know the contents
for purposes of helping Customer perform its obligations under the 737 MAX Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing. In addition to any
equitable relief that may be available to Boeing in the event of a breach of this clause, **** 
 If the foregoing correctly sets
forth your understanding of our agreement with respect to the matters treated above, please indicate your acceptance and approval below. 

  

					
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 Very truly yours, 

 

			
	 THE BOEING COMPANY

		
	By	 	   Stuart C. Ross

		
	Its	 	   Attorney-In-Fact

	
	ACCEPTED AND AGREED TO this
		
	Date:	 	  

	
	AVOLON AEROSPACE LEASING LIMITED
		
	By	 	   Peter Caley

		
	Its	 	   Authorised Signatory



  

					
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