EX-4.5 2 ryaa-20210331ex453042fa4.htm EX-4.5

Exhibit 4.5

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT CONSIDERS COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED

SUPPLEMENTAL AGREEMENT NO. 5

Purchase Agreement No. 04258

between

THE BOEING COMPANY

and

Aviation Finance and Leasing Limited

Relating to Boeing Model 737-8200 Aircraft

THIS SUPPLEMENTAL AGREEMENT No. 5 (SA-5) is made between The Boeing Company, a Delaware corporation, (Boeing) and Aviation Finance and Leasing Limited, a company incorporated in and with its principal offices in Malta (Customer);

Customer and Boeing entered into Purchase Agreement No. 04258, dated September 7, 2014, as amended, and supplemented, (Purchase Agreement) relating to the purchase and sale of Boeing Model 737-8200 (Aircraft); and this Supplemental Agreement No. 5 is an amendment to and is incorporated into the Purchase Agreement:

WHEREAS, Boeing and Customer have agreed that Customer shall exercise its option to purchase seventy-five (75) model 737-8200 Option Aircraft [*] (together, SA-5 Option Aircraft);

WHEREAS, Boeing and Customer have agreed to revise the scheduled months of delivery of the Aircraft and the SA-5 Option Aircraft as exercised pursuant to 6-1163-LKJ-0793R2, “Accommodations for 737 MAX Disruption” and desire to amend the Purchase Agreement to reflect such revised schedule delivery months for all purposes of the Purchase Agreement;

WHEREAS, the revised delivery schedule for the Aircraft and SA-5 Option Aircraft now extend through 2024 and as such, [*];

WHEREAS, Boeing and Customer desire to incorporate the provisions of a previously executed Letter Agreement 6-1163-LKJ-0797, [*] to the Table of Contents of the Purchase Agreement;

WHEREAS, Boeing and Customer desire to incorporate the provisions of Letter Agreement 6-1163-LKJ-0813, [*] to the Purchase Agreement; and

XLR-PA-04258 SA-5		Page 1
	BOEING PROPRIETARY

WHEREAS, Boeing and Customer desire to make certain other changes to the Purchase Agreement as a result of Customer’s exercise of its option to purchase the SA-5 Option Aircraft.

AGREEMENT

In consideration of the mutual covenants herein contained, and for other valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties agree to amend the Purchase Agreement as follows:

1.	The Table of Contents of the Purchase Agreement is hereby deleted in its entirety and is replaced by the new Table of Contents attached hereto.

Table 1, entitled “Aircraft Information Table,” is hereby deleted in its entirety and is replaced by a new Table 1, entitled “Aircraft Information Table” attached hereto. For purposes of clarity all Letter Agreements, [*], that previously applied to the Aircraft listed on Table 1 apply to the newly revised Aircraft listed on Table 1. Letter Agreement XLR-PA-04258-LA-1402902, [*] that previously applied to the Aircraft listed on Table 1 apply to the newly added Aircraft listed on Table 1, [*] as identified on Table 1 [*]. [*] the parties will amend the Purchase Agreement accordingly. For the avoidance of doubt, [*].

3.	Supplemental Exhibit BFE1 is deleted in its entirety and replaced by a new Supplemental Exhibit BFE1R1, attached hereto, which identifies the preliminary on-dock dates for Aircraft and SA-5 Option Aircraft.

4.	Letter Agreement XLR-PA-04258-LA-1402912R2 [], is deleted in its entirety and replaced by XLR-PA-04258-LA-1402912R3 [] attached hereto to reflect that Customer has exercised its right to purchase SA-5 Options pursuant to this SA-5.

5.	Letter Agreement XLR-PA-04258-LA-11402907 [] is deleted in its entirety and replaced by XLR-PA-04258-LA-11402907R1 [] attached hereto to reflect a revision to paragraph 7, [*].

6.	Letter Agreement 6-1163-LKJ-0813 [*] attached hereto is added to the Purchase Agreement.

7.	This SA-5 will become effective upon the concurrent execution by Customer and Boeing of Letter Agreement 6-1163-LKJ-0793R2, “Accommodations for 737 MAX Disruption”.

The Purchase Agreement is amended as set forth above, and all other terms and conditions of the Purchase Agreement remain unchanged and are in full force and effect. Any Tables of Contents, Tables, Supplemental Exhibits, Letter Agreements or other documents that are listed in the Sections above are incorporated into this SA-5 by this reference.

XLR-PA-04258 SA-5		Page 2
	BOEING PROPRIETARY

AGREED AND ACCEPTED this

2020
Date

THE BOEING COMPANY		AVIATION FINANCE AND LEASING LIMITED


Signature		Signature

L. Kirsten Jensen
Printed name		Printed name

Attorney-In-Fact
Title		Title

XLR-PA-04258 SA-5		Page 3
	BOEING PROPRIETARY

TABLE OF CONTENTS


ARTICLES
Article 1.	[*]
Article 2.	[*]
Article 3.	[*]
Article 4.	[*]
Article 5.	[*]

TABLE
1.	[*]

EXHIBIT
A.	[*]
B.	[*]

SUPPLEMENTAL EXHIBITS
AE1.	Escalation Adjustment/Airframe and Optional Features
BFE1R1.	BFE Variable	SA-5
CS1.	Customer Support Variables
[*].	[*]
SLP1.	Service Life Policy Components


		SA-5
XLR-PA-04258		PA Page 1
	BOEING PROPRIETARY

LETTER AGREEMENTS

LA-1402898	Seller Purchased Equipment

LA-1402899	Spare Parts Initial Provisioning

LA-1402900	Spares Flight Crew Training

RESTRICTED LETTER AGREEMENTS

LA-1402901	[*]

LA-1402902	[*]

LA-1402903	[*]

LA-1402904	[*]

LA-1402905	[*]

	Intentionally left blank

LA-1402907R1	[*]

LA-1402908	Shareholder Approval

LA-1402909	[*]

LA-1402910	[*]

LA-1402911	Open Matters

LA-1402912R3	[*]

LA-1707973	[*]

LA-1802042	[*]

LA-1802044	[*]

6-1163-LKJ-0797	[*]

6-1163-LKJ-0813	[*]


		SA-5
XLR-PA-04258		PA Page 2
	BOEING PROPRIETARY

Table 1 To