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Excluded Contracts Designation Notice Primary DOCA Excluded Contracts Designation Notice This is the Excluded Contracts Designation Notice for the purposes of, and as defined in, the Deed of Company Arrangement dated 25 September 2020 in relation to Virgin Australia Holdings Ltd and certain of its subsidiaries (Primary DOCA). The Deed Proponent delivers this notice to the Deed Administrators pursuant to clause 10.1(b) of the Primary DOCA. Capitalised terms used in this notice and not otherwise defined have the meaning given to them in the Primary DOCA. A reference to a contract in this notice is a reference to that contract as amended, supplemented, novated or restated prior to or on the date of Completion of the Primary DOCA, including any amendment or supplement entered into after the Commencement Date. This notice is divided into the following parts: • Part 1: Part 1 of this notice sets out the contracts that were listed in Part 1 of Schedule 7 (Excluded Contracts) to the Primary DOCA (Excluded Contracts Schedule). These contracts are Excluded Contracts under the Primary DOCA. • Part 2: Part 2 of this notice sets out the contracts that were listed in Part 2 of the Excluded Contracts Schedule and in respect of which either: (a) the counterparty has waived or will waive, prior to or with effect from Completion, any event of default or breach by the relevant Deed Company which occurred on or prior to the Commencement Date or which may occur during the Deed Period or on Completion insofar as the Creditor would be entitled to terminate the contract or (where applicable) take possession of or otherwise recover from a Deed Company property leased under that contract; or (b) the Deed Proponent designates the contract as an Excluded Contract notwithstanding that the counterparty has not satisfied the requirements of paragraph (a). These contracts are Excluded Contracts under the Primary DOCA. • Part 3: Part 3 of this notice sets out the contracts that were listed in Part 3 of the Excluded Contracts Schedule and in respect of which either: (a) the conditions to the inclusion of that contract as an Excluded Contract for the purposes of the Primary DOCA identified in Part 3 of the Excluded Contracts Schedule for that contract have been satisfied (or are to be satisfied on the date of Completion of the Primary DOCA); or (b) the Deed Proponent designates the contract as an Excluded Contract notwithstanding that the counterparty has not satisfied the requirements of paragraph (a). These contracts are Excluded Contracts under the Primary DOCA, provided that any conditions to the designation of that contract as an Excluded Contract identified in Part 3 of this notice for that contract are satisfied by no later than the date of Completion of the Primary DOCA. 89662693 Primary DOCA – Excluded Contracts Designation Notice page 1 • Part 4: Part 4.1 of this notice sets out the contracts (including any lease) relating to an aircraft leasing or financing transaction that were listed in Part 4 of the Excluded Contracts Schedule and in respect of which the relevant Deed Company has entered into an amendment agreement with the relevant counterparties, and any conditions to the effectiveness of the amendments contemplated by the amendment agreement have been satisfied (or are to be satisfied on the date of Completion of the Primary DOCA). Part 4.2 of this notice sets out the contracts (including any lease) relating to an aircraft leasing or financing transaction that were not listed in Part 4 of the Excluded Contracts Schedule and that are otherwise designated by the Deed Proponent by this notice as an Aircraft Excluded Contract. Contracts listed in Part 4 of this notice are Aircraft Excluded Contracts under the Primary DOCA, provided that any conditions to the designation of that contract as an Aircraft Excluded Contract identified in Part 4 of this notice for that contract are satisfied by no later than the date of Completion of the Primary DOCA. • Part 5: Part 5 of this notice sets out certain contracts that were not listed in the Excluded Contracts Schedule but that are designated by the Deed Proponent as an Excluded Contract under the Primary DOCA. These contracts are Excluded Contracts under the Primary DOCA. 89662693 Primary DOCA – Excluded Contracts Designation Notice page 2 Part 1 Part 1 Number Division Stream Supplier Virgin Australia Parties Contract Date 10 Aircraft Supply Boeing Training & Flight Virgin Australia Airlines Pty Ltd Simulator Maintenance Agreement 14/10/2014 Operations Services Australia Pty Ltd D.C. Tritton PTY LTD ACN 010 785 663 as trustee for the D C Tritton Aircraft Family Trust trading as Services Agreement for Security Training 18 Operations Supply Defensive Tactics Virgin Australia Airlines Pty Ltd for Cabin and Flight Crew 8/01/2015 28 Aircraft Supply IPAR Rehabilitation Pty Virgin Australia Airlines Pty Ltd Services Agreement for Manual Handling 1/07/2019 Operations Ltd Training 30 Aircraft Supply Pelesys Learning Virgin Australia Airlines Pty Ltd Distributive Training Management and 1/06/2019 Operations Systems Inc Licensing Agreement Amendment 149 IT Supply 15 Below Ltd Virgin Australia Airlines Pty Ltd Terms and Conditions for the Provision 1/02/2016 of Software and Services 2015 150 IT Supply 4Impact Pty Ltd Virgin Australia Airlines Pty Ltd Master Services Agreement and SOWs 27/03/2018 40 and 41 153 IT Supply Absolute Data Group Pty Virgin Australia Airlines Pty Ltd R4i CSDB Server Maintenance 1/07/2020 Ltd 155 IT Supply Akamai Technologies Virgin Australia Airlines Pty Ltd Network Protection Services - Contract 27/02/2012 Netherlands B.V. Agreement Sheet 156 IT Supply Amadeus IT Group, S.A. Virgin Australia Airlines Pty Ltd Software Licence Agreement 11/01/2013 158 VARA VARA Vedaleon Technologies Virgin Australia Airlines Pty Ltd Software Licence Agreement for the 10/06/2015 Pty Ltd Supply, Implementation and Maintenance of a Charter Flight Booking 89662693 Primary DOCA – Excluded Contracts Designation Notice page 3 Part 1 Portal for Virgin Australia Regional Airlines (VARA) 161 IT Supply Amazon Web Services Virgin Australia Airlines Pty Ltd AWS Enterprise Agreement 15/11/2016 Inc. 165 IT Supply ARINC Inc Virgin Australia Airlines Pty Ltd Service Agreement, Service 17/02/2009 Supplements and addendums, 173 CSD Supply TMA Australia Pty Ltd Virgin Australia Airlines Pty Ltd Product and Services Agreement for 8/03/2017 supply of printed materials. 193 CSD Supply PT Jasa Angkasa Virgin Australia Airlines Pty Ltd Standard Ground Handling Agreement 1/07/2018 Semesta TBK (SGHA) - Simplified Procedure Annex B1.2 (January 2008) for I Gusti Ngurah Rai International Airport Denpasar (DPS) 200 CSD Supply Christmas Island Virgin Australia Airlines Pty Ltd Standard Ground Handling Agreement 1/01/2018 Removals Pty Ltd (SGHA)- Simplified Procedure Annex B (January 2008) - Christmas Island Airport (XCH) and Cocos Island Airport (CCK) 271 IT Supply Techjam Pty Ltd Virgin Australia Airlines Pty Ltd Statement of Works for Precision 8/03/2012 Turnaround Report 322 IT Supply BOQ Finance (Aust) Ltd Virgin Australia Airlines Pty Ltd Master Rental Agreement and Rental 18/12/2017 Schedules 861 People Supply Qualtrics LLC Virgin Australia Airlines Pty Ltd Service Order - EX3 Advanced in 30/05/2019 accordance with the Master Services Agreement 864 People Supply LinkedIn Singapore Pte Virgin Australia Airlines Pty Ltd LinkedIn Contract #CS7233751-20 24/07/2020 Ltd 933 VARA VARA Aero Capital Solutions, Virgin Australia Regional Airlines Aircraft Engine Lease Agreement, as 16/05/18 Inc. Pty Ltd extended by the Third Amendment to Aircraft Engine Lease 89662693 Primary DOCA – Excluded Contracts Designation Notice page 4 Part 1 (Third Amendment: 11/05/2020) 938 VARA VARA Goodrich Control Systems Virgin Australia Regional Airlines TAY ENGINE ACCESSORIES - FIXED 7/01/2020 Ltd Pty Ltd PRICING MG-20190002 952 VARA VARA Aviation Training Virgin Australia Regional Airlines Agreement for the Provision of Flight 24/05/2018 Australasia Pty Ltd Pty Ltd Simulation Services by Ansett Aviation Training 969 VARA VARA Christmas Island Virgin Australia Regional Airlines Standard Ground Handling Agreement 1/01/2018 Removals Pty Ltd Pty Ltd 1022 VARA VARA Vedaleon Technologies Virgin Australia Regional Airlines Web Check-in Agreement 1/09/2009 Pty Ltd Pty Ltd 1023 VARA VARA Alleasing Pty Limited Virgin Australia Regional Airlines Master Rental Agreement and Rental 23/10/2015 Pty Ltd Schedule E2R0158827 1038 VARA VARA BOQ Finance (Aust) Ltd Virgin Australia Airlines Pty Ltd Rental Schedule 1/10/2018 1069 VARA VARA International Safety Virgin Australia Regional Airlines Software Licence and Services 3/06/2011 Systems Pty Ltd Pty Ltd Agreement 1077 VARA VARA Fleetplus Pty Ltd Virgin Australia Airlines Pty Ltd Vehicle Fleet Management Service Level 27/09/2012 Agreement 1089 VARA VARA Aerobytes Ltd Virgin Australia Regional Airlines Licence Agreement between Aerobytes 24/06/2014 Pty Ltd Ltd and Virgin Australia Regional Airlines 1099 VARA VARA Fleet Aeronautics Pty Ltd Virgin Australia Regional Airlines Services Agreement for Load Control 1/07/2019 Pty Ltd App 1101 VARA VARA Avinet Pty Ltd Virgin Australia Regional Airlines Software Licence and Support 7/01/2020 Pty Ltd Agreement (Seventh Licence Term) 1241 Marketing Supply Powerinbox, Inc. Virgin Australia Airlines Pty Ltd PowerInbox Publisher Agreement 14/10/2019 89662693 Primary DOCA – Excluded Contracts Designation Notice page 5 Part 1 1244 Marketing Supply Google Inc. Virgin Australia Airlines Pty Ltd Data License and Use Agreement 18/06/2013
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