**EXHIBIT
		4.3**




*Note:
		Confidential treatment has been requested for certain portions of this exhibit.
		The copy filed herewith omits the information subject to the confidential
		treatment request. Omissions are designated as * ********* *.
		A complete version of this exhibit has been filed separately with the
		Securities and Exchange Commission.*




Execution
		Form







**DATED
		AS OF 30 APRIL, 2007**










**BETWEEN**









**GE
		COMERCIAL AVIATION SERVICES LIMITED**




**And**






**LAN
		CARGO S.A.**











**AIRCRAFT
		LEASE**




**COMMON
		TERMS AGREEMENT**











1




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*1.*

				
				*INTERPRETATION*

				
				*5*1.1

				
				DEFINITIONS

				
				51.2

				
				CONSTRUCTION

				
				51.3

				
				CONFLICTOF
						TERMS
						OR PROVISIONS

				
				6*2.*

				
				*REPRESENTATIONS
					 AND WARRANTIES*
				
				*6*2.1

				
				LESSEES
						REPRESENTATIONSANDWARRANTIES

				
				62.2

				
				LESSORS
						REPRESENTATIONSANDWARRANTIES

				
				6*3.*

				
				*CONDITIONS
					 PRECEDENT*
				
				*6*3.1

				
				CONDITIONS
						PRECEDENT

				
				63.2

				
				WAIVER

				
				6*4.*

				
				*COMMENCEMENT*

				
				*7*4.1

				
				LEASING

				
				74.2

				
				PROCEDUREBEFORE
						DELIVERY

				
				74.3

				
				DELIVERY
						AND ACCEPTANCE

				
				74.4

				
				Delayed
					 Delivery
				
				8*5.*

				
				*PAYMENTS*

				
				*8*5.1

				
				DEPOSIT

				
				85.2

				
				RENTAL
						PERIODS

				
				85.3

				
				RENT

				
				95.4

				
				INTENTIONALLY
						LEFT
						BLANK

				
				95.5

				
				PAYMENTS

				
				95.6

				
				WITHHOLDING

				
				95.7

				
				TAX
						INDEMNITY

				
				105.8

				
				VALUE
						ADDED
						TAX

				
				125.9

				
				TAX
						CONTEST
						AND MITIGATION

				
				125.10

				
				INDEMNITY
						PAYMENTS
						- AFTER-TAX
						BASIS

				
				135.11

				
				LESSOR
						OBLIGATIONSFOLLOWINGEXPIRY
						DATE

				
				135.12

				
				NET
						LEASE

				
				135.13

				
				FURTHER
						PROVISIONS
						REGARDING
						DEPOSIT

				
				145.14

				
				LETTER OFCREDIT

				
				155.15

				
				GUARANTY

				
				165.16

				
				LATE
						PAYMENT
						INTEREST

				
				165.17

				
				CURRENCY

				
				165.18

				
				CERTIFICATES

				
				175.19

				
				APPROPRIATION

				
				175.20

				
				SET-OFF

				
				175.21

				
				EXPENSES

				
				185.22

				
				OTHER
						OUTGOINGS

				
				18*6.*

				
				*MANUFACTURERS
					 WARRANTIES*
				
				*18**7.*

				
				*LESSORS
					 COVENANTS*
				
				*19*7.1

				
				QUIET
						ENJOYMENT

				
				19*8.*

				
				*LESSEES
					 COVENANTS*
				
				*19*8.1

				
				DURATION

				
				198.2

				
				INFORMATION

				
				198.3

				
				LAWFUL
						AND SAFE
						OPERATION

				
				208.4

				
				SUBLEASING
						AND WET
						LEASING

				
				218.5

				
				INSPECTION

				
				238.6

				
				OWNERSHIP;
						PROPERTY
						INTERESTS;
						RELATED
						MATTERS

				
				238.7

				
				GENERAL

				
				248.8

				
				RECORDS

				
				268.9

				
				PROTECTION

				
				268.10

				
				MAINTENANCE
						AND REPAIR

				
				278.11

				
				REMOVAL
						OF ENGINES
						AND PARTS

				
				288.12

				
				EQUIPMENT
						CHANGES

				
				318.13

				
				TITLE ON
						AN EQUIPMENT
						CHANGE

				
				31
  2
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		  CTA
    *9.*

				  
				  *INSURANCE*

				  
				  *32*9.1

				  
				  INSURANCE

				  
				  329.2

				  
				  CHANGE

				  
				  329.3

				  
				  INSURANCE
						  UNDERTAKINGSAND
						  INFORMATION

				  
				  329.4

				  
				  FAILURE
						  TOINSURE

				  
				  339.5

				  
				  CONTINUINGINDEMNITY

				  
				  33*10.*

				  
				  *INDEMNITY*

				  
				  *34**11.*

				  
				  *EVENTS
						OF LOSS*
				  
				  *35*11.1

				  
				  EVENTSOFLOSS

				  
				  3511.2

				  
				  REQUISITION

				  
				  36*12.*

				  
				  *RETURN
						OF AIRCRAFT*
				  
				  *37*12.1

				  
				  RETURN

				  
				  3712.2

				  
				  NON-COMPLIANCE

				  
				  3712.3

				  
				  REDELIVERY

				  
				  3812.4

				  
				  ACKNOWLEDGEMENT

				  
				  38*13.*

				  
				  *DEFAULT*

				  
				  *38*13.1

				  
				  EVENTS
				  
				  3813.2

				  
				  RIGHTS
						  AND REMEDIES

				  
				  3813.3

				  
				  DEFAULTINDEMNITY

				  
				  4013.4

				  
				  SALEOR
						  RE-LEASE

				  
				  4013.5

				  
				  DEREGISTRATION

				  
				  4013.6

				  
				  POWER
						  OF ATTORNEY

				  
				  4113.7

				  
				  ADMINISTRATIONORDER

				  
				  41*14.*

				  
				  *ASSIGNMENT*

				  
				  *41*14.1

				  
				  LESSEE

				  
				  4114.2

				  
				  LESSOR

				  
				  4114.3

				  
				  CONDITIONS

				  
				  42*15.*

				  
				  *MISCELLANEOUS*

				  
				  *43*15.1

				  
				  ILLEGALITY

				  
				  4315.2

				  
				  WAIVERS,
						  REMEDIESCUMULATIVE

				  
				  4415.3

				  
				  DELEGATION

				  
				  4415.4

				  
				  SEVERABILITY

				  
				  4515.5

				  
				  REMEDY

				  
				  4515.6

				  
				  TIME OFESSENCE
				  
				  4515.7

				  
				  NOTICES

				  
				  4515.8

				  
				  GOVERNINGLAW;
						  JURISDICTION;
						  WAIVER
						  OF JURY
						  TRIAL

				  
				  4515.9

				  
				  SOLE ANDENTIRE
						  AGREEMENT;
						  TRUE
						  LEASE

				  
				  4715.10

				  
				  INDEMNITEES

				  
				  4715.11

				  
				  COUNTERPARTS

				  
				  4815.12

				  
				  LANGUAGE

				  
				  4815.13

				  
				  SURVIVAL

				  
				  48*16.*

				  
				  *DISCLAIMERS
						AND WAIVERS*
				  
				  *48*16.1

				  
				  EXCLUSION

				  
				  4816.2

				  
				  WAIVER

				  
				  4916.3

				  
				  CONFIRMATION

				  
				  49*17.*

				  
				  *BROKERS
						AND OTHER THIRD PARTIES*
				  
				  *50*17.1

				  
				  NOBROKERS

				  
				  5017.2

				  
				  INDEMNITY

				  
				  50*SCHEDULE
						1 *DEFINITIONS**

				  
				  *51**SCHEDULE
						2 *REPRESENTATIONS
						ANDWARRANTIES**

				  
				  *63**SCHEDULE
						3 *CONDITIONSPRECEDENT**

				  
				  *65**SCHEDULE
						4 *PRE-DELIVERYPROCEDURES
						ANDDELIVERYCONDITIONREQUIREMENTS**

				  
				  *68**SCHEDULE
						6 *PROCEDURES
						AND OPERATINGCONDITION
						ATREDELIVERY**

				  
				  *71**SCHEDULE
						7 *INSURANCEREQUIREMENTS**

				  
				  *80**SCHEDULE
						8 *FORM
						OF LEGALOPINION**

				  
				  *84**SCHEDULE
						9 *EVENTS OFDEFAULT**

				  
				  *89*
		
		3

		
		
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		  CTA
		
		
		*SCHEDULE
					 10. CONTINUING GUARANTY*
				
				*93**SCHEDULE
					 11. FORM OF LETTER OF CREDIT FROM LESSEES BANK*
				
				*98**SCHEDULE
					 12. Form VAT 60A*
				
				*100**FORM
					 VAT 60A*
				
				*100**SCHEDULE
					 13A. Form of Power of Attorney*
				
				*101**SCHEDULE
					 13B. Form of Irrevocable De-Registration and Export Request
					 Authorisations*
				
				*102*




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**COMMON
		TERMS AGREEMENT**




**THIS
		COMMON TERMS AGREEMENT** (this
		CTA) is made as of 30 April, 2007 **BETWEEN:**




(1)  **GE
		COMMERCIAL AVIATION SERVICES LIMITED** (GECAS), **** a
		company incorporated under the laws of Ireland and whose principal office is at
		Aviation House, Shannon, County Clare, Ireland ; and




(2)  **LAN
		CARGOS.A.** (Lan Cargo), a company incorporated under the laws of Chile with
		its registered office at Avenida Presidente Riesco 5711, 20 th Floor,
		Santiago, Chile




WHEREAS:




(A)

			 From
				  time to time, Lan Cargo or one of the Guarantors Affiliates may wish to
				  lease commercial aircraft from GECAS or one of its Affiliates;




(B)

			 Each
				  party hereto wishes to provide in one document for certain common terms and
				  conditions, as hereinafter provided in this CTA, that will be applicable,
				  unless otherwise stated, to each such lease referred to in Recital (A);
				  and




(C)

			 Each
				  such lease transaction will be concluded only on the terms of an agreement
				  entitled Aircraft Lease Agreement, which together with this CTA
				  (which will be incorporated into and become part of such Aircraft Lease
				  Agreement) will constitute the lease for the applicable aircraft as identified
				  therein;




NOW,
		THEREFORE, for good and valuable consideration the receipt and sufficiency of
		which are hereby acknowledged, the parties hereto hereby agree as
		follows:






**1.**

			 **INTERPRETATION**




**1.1**

			 **Definitions**




All
		references herein to Lease mean the various documents comprising
		the Lease (as defined in Schedule 1). In the Lease, capitalized words and
		expressions have the meanings set out for them in Schedule 1 hereto and in the
		Aircraft Lease Agreement.




**1.2**

			 **Construction**




(a)

			 In the
				  Lease, unless otherwise stated, a reference to:




(i)

			 Lessor,
				  Lessee, GECAS, Owner or any other Person
				  includes any of their successors and assignees;




(ii)

			 plural
				  concepts shall include the singular and vice versa;




(iii)

			 any
				  document, excluding the Common Terms Agreement, shall include any changes to
				  that document and any replacement for it;




(iv)

			 a Clause
				  or a Schedule is a reference to a clause of or a schedule to this CTA or the
				  Aircraft Lease Agreement as so indicated;




(v)

			 any
				  Regulation shall include any changes to that Regulation and any replacement for
				  it;




(vi)

			 an
				  obligation of a Person refers to any obligation that Person has under or in
				  relation to the Lease; and




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(vii)

			 includes,
				  including, include or similar terms shall not be
				  construed as limiting and shall mean including, without
				  limitation.




Headings
		and Subheadings to Clauses and Schedules in the Lease are not intended to
		affect their meaning




**1.3**

			 **Conflict
				  of Terms or Provisions******




In the
		event of any conflict between any of the terms or provisions of the Aircraft
		Lease Agreement (including the schedules attached thereto) and any of the terms
		or provisions of this Common Terms Agreement (including the schedules attached
		hereto), the terms and provisions of the Aircraft Lease Agreement (including
		attached schedules) shall prevail and be controlling.






**2.**

			 **REPRESENTATIONS
				  AND WARRANTIES**




**2.1**

			 **Lessees
				  Representations and Warranties**




Lessee
		hereby makes the representations and warranties set out in Clause 1.1 of
		Schedule 2 as of the date of execution of the Aircraft Lease Agreement and as
		of the Delivery Date, and Lessee understands that these statements must be
		true, both when the Aircraft Lease Agreement is executed and on the Delivery
		Date.




**2.2**

			 **Lessors
				  Representations and Warranties**




Lessor
		hereby makes the representations and warranties set out in Clause 1.2 of
		Schedule 2 as of the date of execution of the Aircraft Lease Agreement and as
		of the Delivery Date, and Lessor
		understands that these statements must be true, both when the Aircraft Lease
		Agreement is executed and on the Delivery Date.






**3.**

			 **CONDITIONS
				  PRECEDENT**




**3.1**

			 **Conditions
				  Precedent**




Lessor
		need not deliver and start the leasing of the Aircraft under the Lease unless
		each of the Conditions Precedent listed in Schedule 3 is
		satisfied.




**3.2**

			 **Waiver**




If any
		Condition Precedent is not satisfied on the Delivery Date and Lessor (in its
		absolute discretion) nonetheless agrees to deliver the Aircraft to Lessee and
		to start the leasing of the Aircraft, Lessee will ensure that such Condition
		Precedent is fulfilled within fifteen (15) days after the Delivery Date, and
		Lessor may treat as an Event of Default the failure of Lessee to do so if the
		non-satisfaction of the Condition Precedent was due to reasons other than
		factors beyond the control of Lessee or delay or non-performance on the part of
		Lessor and/or Owner and/or a Financing Party; and where such non-satisfaction
		is due to factors beyond the control of Lessee or due to delay or
		non-performance on the part of Lessor and/or Owner and/or a Financing Party,
		Lessee shall be entitled to terminate the Lease in accordance with the
		provisions set forth in Clause 4.4 (c).




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**4.**

			 **COMMENCEMENT******




**4.1**

			 **Leasing**




(a)

			 The
				  Aircraft Lease Agreement shall specify a Scheduled Delivery Month, a Scheduled
				  Delivery Week or a Scheduled Delivery Date. Unless a specific Scheduled
				  Delivery Week has been agreed in the Aircraft Lease Agreement, Lessor shall
				  notify Lessee as soon as possible, but no later than at least thirty (30) days
				  prior to the Scheduled Delivery Month of the Scheduled Delivery Week and unless
				  a specific Scheduled Delivery Date has been agreed in the Aircraft Lease
				  Agreement, Lessor shall notify Lessee as soon as possible but no later than at
				  least one (1) week prior to the Scheduled Delivery Week of the Scheduled
				  Delivery Date. Subject to Clause 4.4, Lessor will lease the Aircraft to Lessee
				  and Lessee will take the Aircraft on lease for the Term, which shall commence
				  on the Delivery Date, and which shall be evidenced by Lessees execution
				  of the Certificate of Technical Acceptance for the Aircraft.




(b)

			 If (i)
				  Lessee is unwilling or unable to accept delivery of the Aircraft on the date on
				  which Lessor tenders the Aircraft for Delivery to Lessee under and in
				  accordance with Clause 4.3(a), or Lessee fails to fulfill any Condition
				  Precedent on or before such date, and (ii) the Aircraft meets the Delivery
				  Condition Requirements, then the Rent Commencement Date for the Aircraft shall
				  be deemed to have occurred on the date on which it is tendered by Lessor for
				  Delivery in accordance with subclause (ii) of this Clause 4.1(b), and Lessee
				  shall be obligated to pay Rent for the Aircraft on and from such date
				  regardless of whether the Delivery Date occurs or whether Lessee executes the
				  Certificate of Technical Acceptance, but Lessor shall have no obligation to
				  deliver, and Lessee shall have no lease interest in the Aircraft or other right
				  to, possession of the Aircraft unless and until Lessee fulfils all Conditions
				  Precedent as and when provided in the Lease and Lessee accepts delivery of the
				  Aircraft as evidenced by its execution of Certificate of Technical Acceptance
				  for such Aircraft, and so long as no Default has occurred and is
				  continuing.




(c)

			 Lessee
				  will be responsible for all risks associated with any loss of or damage to the
				  Aircraft from the Delivery Date until the Return Occasion (except where the
				  same is caused solely and directly by the acts of Lessor during the Term
				  constituting willful misconduct or recklessness) .




**4.2**

			 **Procedure
				  before Delivery**




Lessor
		and Lessee will follow the Pre-Delivery Procedure.




**4.3**

			 **Delivery
				  and acceptance**




After
		the Pre-Delivery Procedure has been carried out:




(a)

			 Subject
				  to Clause 3.1, Lessor will tender delivery of the Aircraft to Lessee at the
				  Delivery Location.




(b)

			 Subject
				  to Clause 3.1, Lessee will accept the Aircraft. Upon such acceptance, Lessee
				  must also provide evidence of its acceptance by signing the Certificate of
				  Technical Acceptance for the Aircraft and delivering it to
				  Lessor.




(c)

			 Lessees
				  acceptance of the Aircraft shall be regarded as absolute, unconditional and
				  irrevocable.




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		CTA




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**4.4**

			 **Delayed
				  Delivery**




If
		Lessor becomes aware of an Unforeseen Event which is likely to delay Delivery,
		Lessor shall advise Lessee of the circumstances and take whatever measures are
		reasonably available to Lessor to avoid or minimize such delay. Irrespective of
		whether Lessor has previously advised Lessee of a delay in Delivery or taken
		steps to avoid or minimize such delay, if an Unforeseen Event happens and, as a
		result, Delivery takes place after the Scheduled Delivery Date or does not
		happen:




(a)

			 Lessor
				  will not be responsible for any Losses that Lessee suffers resulting from the
				  delay or from the non-delivery of the Aircraft;




(b)

			 Lessee
				  will not, except in the circumstances described in Clause 4.4(c), be entitled
				  to terminate the Lease or to reject the Aircraft when it is offered for
				  Delivery because of the delay.




(c)

			 If the
				  Aircraft has not been tendered for Delivery, in accordance with Clause 4.3, by
				  the Final Delivery Date, either party may terminate the Lease by delivering
				  notice of its intent to terminate the Lease to the other party ten (10) days
				  prior to such Final Delivery Date (and if such notice is not so delivered, the
				  Final Delivery Date will be deemed extended for one additional period of ninety
				  (90) days). Upon the delivery of any such notice or automatically on the
				  expiration of such 90-day period if no such notice has been delivered, all
				  obligations of each party under the Lease will terminate either on the Final
				  Delivery Date, or the expiry date of the additional ninety (90) day period if
				  so extended, provided that the Aircraft has not theretofore been tendered for
				  Delivery as of such date in accordance with the Lease, except that Lessor will
				  repay to Lessee the Deposit (if any), return to Lessee or cancel any Letter of
				  Credit, and release and return any Guaranty, if applicable, and Lessee will
				  remain obligated under its indemnity set forth in Clause 3 of Schedule 4. If
				  Lessor on reasonable grounds determines that there is no reasonable possibility
				  that the Aircraft will be available for Delivery on or before the Final
				  Delivery Date, Lessor shall then promptly notify Lessee of such circumstances,
				  and Lessor and/or Lessee shall be entitled to effect a termination of the
				  parties obligations hereunder upon ten (10) days prior, written notice to
				  the other party; and upon such termination becoming effective, Lessor shall
				  repay the Deposit to Lessee, return or cancel the Letter of Credit and release
				  or return of the Guaranty as set forth in the previous
				  sentence.




(d)

			 Lessee
				  hereby agrees that its only right or remedy for a delay in delivery of the
				  Aircraft due to an Unforeseen Event is the remedy set forth in Clause 4.4(c)
				  above and Lessee hereby waives any rights it may have under Section 2A-406 of
				  the UCC or otherwise for any delay in delivery.




**5.**

			 **PAYMENTS**




**5.1**

			 **Deposit**




Lessee
		shall pay Lessor the Deposit as specified in the Aircraft Lease
		Agreement .




**5.2**

			 **Rental
				  Periods**




The
		first Rental Period will start on the Rent Commencement Date and each
		subsequent Rental Period will start on the date immediately following the last
		day of the previous Rental Period. Each Rental Period will end on the date
		immediately before the day in the next month which numerically corresponds with
		that of the Rent Commencement Date, except that:




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(a)

			 if there
				  is no numerically corresponding day in that month, it will end on the last day
				  of that month; and




(b)

			 if a
				  Rental Period would otherwise overrun the Expiry Date, it will end on the
				  Expiry Date.




**5.3**

			 **Rent**




(a)

			 **Time
				  of Payment:**Lessee
				  will pay to Lessor or its order Rent in advance, as specified in the applicable
				  Aircraft Lease Agreement, on each Rent Date. Lessor must receive value for the
				  payment on each Rent Date. If a Rental Period begins on a day which is not a
				  Business Day, the Rent payable in respect of that Rental Period shall be paid
				  on the Business Day immediately succeeding that day.




(b)

			 **Amount:**The Rent
				  payable during the Term shall be calculated as provided in the Aircraft Lease
				  Agreement.




**5.4**

			 **Intentionally
				  Left Blank**




**5.5**

			 **Payments**




All
		payments by Lessee to Lessor under the Lease will be made for value on the due
		date in Dollars and in immediately available funds by wire transfer to the
		Lessors Account as specified in the Aircraft Lease
		Agreement.




**5.6**

			 **Withholding******




Lessee
		must not deduct any amount from any of its payments under the Lease, for or on
		account of any Taxes, unless it is required by Law to do so, in which case
		Lessee must:




(a)

			 deduct
				  the minimum amount necessary to comply with the Law;




(b)

			 pay
				  Lessor an extra amount so that Lessor receives a net amount on the relevant
				  payment date, that is equal to the amount that it would have received if the
				  reduction had not been made. The amount of any such payment to Lessor must take
				  into account the tax treatment of that payment to Lessor applying the
				  principles of Clause 5.10 such that Lessor shall be in no worse position than
				  it would have been if the deduction had not applied in the first
				  place;




(c)

			 pay the
				  Tax to the relevant taxing authority according to the relevant Law;
				  and




(d)

			 obtain a
				  receipt (if one is available) from the relevant taxing authority and give it to
				  Lessor;




Provided,
		however, that if Lessee pays any such additional amount to compensate for the
		withholding of any Lessor Tax, Lessor shall repay to Lessee within 30 days
		after receipt of Lessees written request therefor (which request shall
		include a description in reasonable detail of the Lessor Tax involved and the
		calculation of the additional amount to be repaid) the amount of such
		additional amount to the extent attributable to any Lessor Tax.




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**5.7**

			 **Tax Indemnity**




(a)

			 Lessee
				  will, within 10 Business Days of Lessors demand therefor, pay and
				  indemnify each Tax Indemnitee against all Taxes (other than Lessor Taxes)
				  levied or imposed against or upon Lessor or Lessee or any Tax Indemnitee and
				  relating to or attributable to Lessee, the Lease or the Aircraft directly or
				  indirectly in connection with the importation, exportation, registration,
				  ownership, leasing, subleasing, purchase, delivery, possession, use, operation,
				  repair, maintenance, overhaul, transportation, landing, storage, presence or
				  redelivery of the Aircraft or any part thereof or any rent, receipts, insurance
				  proceeds, income or other amounts arising there from, or the making of any
				  Equipment Change.




(b)

			 If a Tax
				  Indemnitee in good faith, acting reasonably, determines that it has realized
				  any Tax savings (by way of refund, deduction, credit or otherwise) in respect
				  of any amount with respect to which Lessee shall have made a payment (or
				  increased payment) pursuant to Clause 5.6, 5.7(a) or 5.10, and such Tax
				  savings shall not have been taken into account previously in calculating any
				  indemnity payment made by Lessee, then the Tax Indemnitee shall, to the extent
				  that it can do so without prejudice to the retention of the relevant savings,
				  pay to Lessee such amount as the Tax Indemnitee shall in its reasonable opinion
				  have concluded to be the amount of such Tax savings (together with, in the case
				  of a refund, any interest received thereon) provided that:




(i)

			 any such
				  payment shall leave the Tax Indemnitee in no more and no less favorable a
				  position than it would have been in if the Taxes paid or indemnified against
				  pursuant to clause 5.6, 5.7(a) or 5.10 had not been imposed, levied or
				  asserted;




(ii)

			 the Tax
				  Indemnitee shall not be obliged to make a payment under this
				  sub-clause (b) if it determines in its discretion (having regard to advice
				  that it may have obtained from an independent, reputable tax advisor) that such
				  payment would prejudice its retention of such Tax savings. If so requested by
				  Lessee, Lessor will show Lessee a copy of such advice to the extent to which
				  Lessor may have obtained such advice;




(iii)

			 the Tax
				  Indemnitee shall not be obliged to make any payment under this
				  sub-clause (b) if by doing so it would contravene the terms of any
				  applicable law.




If the
		Tax Indemnitee makes a payment to Lessee in respect of any such Tax savings and
		it subsequently transpires that the Tax Indemnitee does not ultimately receive,
		realize, retain and utilize such Tax savings, Lessee shall pay to the Tax
		Indemnitee such amount as is required to restore the after-tax position of the
		Tax Indemnitee to that which it would have been if such benefit had been fully
		received, realized, retained and utilized. Lessors determination of any
		amount payable in accordance with the provisions of this sub-clause (b)
		shall be final and binding on Lessee without prejudice to the foregoing
		requirements of this sub-clause (b).




The Tax
		Indemnitee shall provide to Lessee, upon Lessees written request, and at
		Lessees cost with a computation of the amount of any payment or increased
		payment to be made by Lessee pursuant to Clause 5.10 (other than in
		respect of any Chilean withholding tax), or any indemnity by Lessee pursuant to
		sub-clause (a) above, or any Tax savings in respect of which a payment is
		to be made to Lessee pursuant to sub-clause (b) above. If Lessee so
		requests, and at Lessees cost, such statement shall be verified in
		writing by the Tax Indemnitees external auditors.




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Nothing
		in this sub-clause (b) shall:




(i)
			 interfere
				  with the right of Lessor to arrange its tax affairs in whatever manner it
				  thinks fit (or give Lessee any right to investigate, or impose any obligation
				  on the Tax Indemnitee to disclose, the same) and, in particular, but without
				  limitation, Lessor shall not be under any obligation to claim credit, relief,
				  remission or repayment from or against its corporate profits or similar Tax
				  liability in respect of the amount of any such deduction or withholding in
				  priority to any other claims, reliefs, credits or deductions available to
				  Lessor; or




(ii)

			 oblige
				  Lessor to disclose any information relating to its Tax affairs or any
				  computations in respect thereof.




(c)

			 If
				  Lessee is required by any applicable Law, or by any third party, to deliver any
				  report or return in connection with any Taxes for which Lessee is obliged to
				  indemnify Lessor or any Tax Indemnitee under the Lease, Lessee will complete
				  the same and, on request, supply a copy of the report or return to Lessor.




(d)

			 If any
				  report, return or statement is required to be made by Lessor or any Tax
				  Indemnitee with respect to any Tax for which there is an indemnity obligation
				  of Lessee under the Lease, Lessee will promptly notify Lessor of the
				  requirement, and:




(i)

			 if
				  permitted by applicable Law, make and file in a timely manner such report,
				  return or statement (except for any report, return or statement that (i) Lessor
				  has requested Lessee to provide to Lessor in advance of making and filing, in
				  which case, such report, return or statement shall not be made and filed
				  without Lessee first receiving Lessors prior written response (not to be
				  unreasonably delayed or withheld) provided always that if Lessee has supplied
				  such report, return or statement to Lessor and Lessee has not received
				  Lessors prior written response after providing Lessor with a reminder
				  that Lessee was awaiting its response, then Lessee may proceed to make and/or
				  file such report, return or statement if Lessee is likely to suffer adverse tax
				  consequences by delaying further pending receipt of Lessor prior written
				  response or (ii) Lessor has notified Lessee that Lessor or any Tax Indemnitee
				  intends to prepare and file), prepare such return in such manner as will
				  indicate Lessor as owner and lessor of the Aircraft if required or appropriate,
				  and provide Lessor upon request a copy of each such report, return or statement
				  filed by Lessee, or




(ii)

			 if
				  Lessee is not permitted by applicable Law to file any such report, return or
				  statement, Lessee will prepare and deliver to Lessor a proposed form of such
				  report, return or statement within a reasonable time prior to the time such
				  report, return or statement is to be filed and Lessor will promptly file such
				  report, return or statement when due;




provided,
		however, that where the Lessor would be reasonably expected to be aware of the
		requirement for such return, report, or statement and the Lessee would not be
		reasonably expected to be aware of such requirement, Lessees obligations
		hereunder shall not arise until Lessor has notified Lessee of the requirement
		for such return, report, or statement.




(e)

			 If
				  Lessee is required to make a payment pursuant to Clause 5.7 or 5.10 to a Tax
				  Indemnitee other than Lessor, Lessee may (by notice in writing to Lessor)
				  require (prior to making such payment) that such Tax Indemnitee expressly
				  agrees in favor of Lessee to comply with Clause 5.7(b) and (d) and Clause
				  5.9.




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(f)

			 Lessee
				  will also indemnify each Tax Indemnitee, on an After-Tax Basis, as set forth in
				  the section entitled Special Tax Indemnity in the Aircraft Lease
				  Agreement, and the provisions of Clause 5.9 shall apply
				  thereto.




PROVIDED
		ALWAYS that Lessee shall not be obliged to make any payment or increased
		payment under Clause 5.6 or to indemnify Lessor or any Tax Indemnitee under
		Clause 5.7 in respect of:




(i)

			 the
				  normal administrative costs and expenses of Lessor or any Tax Indemnitee except
				  to the extent that the same arise as a result of the occurrence a Default;
				  or




(ii)

			 penalties,
				  additions to Taxes, fines or interest on Taxes which are the direct result of a
				  failure or unreasonable delay by Lessor to advise Lessee of a demand or
				  assessment actually received by Lessor (but not received by Lessee or not
				  reasonably known by Lessee) in respect of Taxes for which Lessee is responsible
				  hereunder.




**5.8**

			 **Value
				  Added Tax**




(a)

			 For the
				  purposes of this Clause 5.8:




(i)

			 VAT
				  means value added tax and any goods and services, sales or turnover tax,
				  imposition or levy of a like nature; and




(ii)

			 supply
				  includes anything on or in respect of which VAT is
				  chargeable.




(b)

			 Lessee
				  will pay to Lessor or the relevant taxing authority and indemnify Lessor
				  against the amount of any VAT chargeable in respect of any supply for VAT
				  purposes under the Lease. Lessee shall provide evidence to Lessor, if
				  available, in respect of any payment it makes of such VAT.




(c)

			 Each
				  amount stated as payable by Lessee under the Lease is exclusive of VAT (if
				  any).




**5.9**

			 **Tax
				  Contest****and Mitigation**




(a)

			 **Contest:**If
				  Lessee disputes the payment of any Taxes payable by a Tax Indemnitee for which
				  Lessee is responsible under the Lease, Lessor will consider with Lessee the
				  taking of such action as Lessee may reasonably request at Lessees expense
				  to contest that payment, but Lessor will only be obliged to take any such
				  action if:




(i)

			 Lessee
				  provides the Tax Indemnitee, upon the Tax Indemnitees written request,
				  with an opinion, issued by a reputable, independent tax counsel reasonably
				  satisfactory to the Tax Indemnitee, to the effect that there is a reasonable
				  basis for such contest;




(ii)

			 any such
				  action does not present a risk of the imposition of criminal penalties or, in
				  the Tax Indemnitees reasonable judgment, any risk of the sale,
				  forfeiture, or loss of, or the creation of any Security Interest on, the
				  Aircraft, or any other material adverse effect on the interest of the Tax
				  Indemnitee; and




(iii)

			 Lessee
				  shall have made adequate provision to the satisfaction of the Tax Indemnitee in
				  respect of the expense concerned.




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(b)

			 **Mitigation:**If
				  circumstances are such that Lessor or any other Tax Indemnitee intends to claim
				  indemnification from Lessee under Clauses 5.6 (a) or 5.7 Lessor or such other
				  Tax Indemnitee shall, after consultation with Lessee and to the extent that it
				  can do so lawfully and without prejudice to its own position and/or to
				  Lessees indemnity and other obligations, consider and will agree what
				  steps it can reasonably take with a view to mitigating the effect of such
				  circumstances on Lessee.




**5.10**

			 **Indemnity
				  Payments - After-Tax Basis**




The
		amount of any payment made under Clause 5.7 *,* Clause
		5.21 or Clause 10 must take into account the Tax treatment of the payment and
		of the Loss in respect of which the payment is claimed so that the Indemnitee
		is fully compensated, after that Tax treatment has been taken into account, for
		the Loss for which the relevant claim is made.




**5.11**

			 **Lessor
				  Obligations Following Expiry Date**




Within
		90 days after:




(a)

			 redelivery
				  of the Aircraft to Lessor in accordance with and in the condition required by
				  the Lease; or




(b)

			 payment
				  to Lessor of the Agreed Value following an Event of Loss after the Delivery
				  Date; or




(c)

			 payment
				  to Lessor of the Purchase Price following the exercise by Lessee of any right
				  to purchase.




or in
		each case such later time as Lessor is satisfied that Lessee has irrevocably
		paid to Lessor all amounts which are then outstanding under the Lease and the
		Other Agreements:




(i)

			 Lessor
				  will pay to Lessee the balance of the Deposit (if any);




(ii)

			 Lessor
				  will pay to Lessee the amount of any Rent received in respect of any period
				  falling after the date of redelivery of the Aircraft or payment of the Agreed
				  Value, as the case may be; and




(iii)

			 Lessor
				  will return to Lessee or cancel any Letter of Credit and release and return any
				  Guaranty.




**5.12**

			 **Net
				  Lease**




The
		Lease is a net lease. The Lessees obligations under the Lease are
		absolute and unconditional irrespective of any circumstance or contingency
		whatsoever and shall not be reduced by any circumstance or contingency
		whatsoever, including but not limited to any of the following: (a) any right of
		set-off, counterclaim, recoupment, defense or other right which either party to
		the Lease may have against the other (including any right of reimbursement) or
		which Lessee may have against the Manufacturer, any manufacturer or seller of
		or any Person providing services with respect to the Aircraft, any Engine or
		any Part or any other Person, for any reason whatsoever; (b) any unavailability
		of the Aircraft for any reason, including a requisition of the Aircraft or any
		prohibition or interruption of or interference with or other restriction
		against Lessees use, operation or possession of the Aircraft (whether or
		not the same would, but for this provision, result in the termination of the
		Lease by operation of law); (c) any lack or invalidity of title or any other
		defect in title, airworthiness, merchantability, fitness for any purpose,
		condition, design, or operation of any kind or nature of the Aircraft for any
		particular use or trade, or for registration or documentation under the Laws of
		any relevant jurisdiction, or any Event of Loss in respect of or any damage to
		the




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Aircraft;
		(d) any insolvency, bankruptcy, reorganization, arrangement, readjustment of
		debt, dissolution, liquidation or similar proceedings by or against Lessor,
		Lessee or any other Person; (e) any invalidity or unenforceability or lack of
		due authorization of, or other defect in, the Lease; (f) any Security Interests
		or Taxes; and/or (g) any other cause or circumstance which but for this
		provision would or might otherwise have the effect of terminating or in any way
		affecting any obligation of Lessee under the Lease. Lessee acknowledges and
		agrees that it has used its own judgment in selecting the Aircraft, and has not
		relied on Lessor or on any information supplied by Lessor, that Lessor is not a
		manufacturer of or dealer in aircraft and that Lessor has all of the rights and
		benefits of a lessor under a lease to which Section 2A-407 of the UCC applies
		as provided in such Section 2A-407.




Except
		as expressly set forth elsewhere in the Lease, Lessee hereby waives, to the
		extent permitted by applicable Law, any and all right which it may now have or
		which at any time hereafter may be conferred upon it, by statute or otherwise,
		to terminate, abate, cancel, quit, reduce, defer, suspend or surrender the
		Lease or the Aircraft or any obligation imposed upon Lessee under the Lease
		(including payment of Rent); provided, however, that Lessee shall not be
		obliged to perform an obligation under the Lease so long as such performance
		has become physically impossible due to actual and wrongful possession of the
		Aircraft by Lessor.




Each
		payment of Rent made by Lessee shall be final. Lessee will not seek to recover
		all or any part of any payment of Rent for any reason whatsoever except
		manifest error.




If for
		any reason whatsoever the Lease shall be terminated in whole or in part by
		operation of Law, except as specifically provided in the Lease, Lessee waives
		all rights (if any) to any termination or diminution in its Rent obligations
		hereunder and nonetheless agrees to pay to Lessor, an amount equal to each Rent
		payment at the time such payments would have become due and payable in
		accordance with the terms thereof had the Lease not been terminated in whole or
		in part and so long as such payments are made and all other terms and
		conditions hereof are complied with by Lessee, Lessor and Lessee will deem the
		Lease to remain in full force and effect and Lessee shall continue in
		possession of the Aircraft under the terms and conditions of the Lease,
		provided that Lessees obligations to pay Rent as aforesaid shall cease,
		except in respect of Rent accrued at such time, (i) once Lessee shall have
		redelivered the Aircraft to Lessor in accordance with Clause 12, or (ii) once
		Lessor has repossessed the Aircraft and has been compensated by Lessee for its
		Losses relating to future Rent payments during the balance of the Term pursuant
		to Clause 13, or (iii) following an Event of Loss, once payment in full to
		Lessor has been made of the Agreed Value and all other accrued obligations of
		Lessee hereunder.




Nothing
		in this Clause 5.12 will be construed to limit Lessees right to institute
		separate legal proceedings against Lessor to pursue a claim for damages or
		other judicial relief in the event of Lessors breach of the Lease, or to
		limit Lessees rights and remedies against any other Person. Further,
		nothing in this Clause 5.12 shall require Lessee to pay Rent to Lessor if and
		for so long as Lessee is expressly required and directed by a final,
		unappealable, valid and enforceable order of a competent court made pursuant to
		a proceeding to which Lessor is a party (such court having both subject matter
		and personal jurisdiction over Lessor, Lessee and the matters contemplated in
		the Lease) in favor of a creditor of Lessee, to pay such Rent to such
		creditor.




**5.13**

			 **Further
				  Provisions regarding Deposit******




(a)

			 If,
				  under the Lease, Lessee is required to pay a Deposit, Lessee hereby grants a
				  security interest in the Deposit to Lessor and the remaining provisions of this
				  Clause shall apply. Lessee agrees that Lessor shall be entitled to commingle
				  the Deposit with Lessors general or other funds, Lessor will have no
				  obligation to pay any interest thereon and Lessor will not hold any such funds
				  as agent or in trust for Lessee or in any similar fiduciary capacity. In this
				  regard, Lessee acknowledges and agrees that it


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    is not
					 located in the State of New York within the meaning of Section 7-101 1-c. (b)
					 of the New York General Obligations Law and, therefore, the requirements of
					 Section 7-101 of the New York General Obligations Law to the effect that Lessor
					 hold the Deposit in a separate, interest bearing account do not apply.


(b)

			 If
				  Lessee fails to comply with any provision of the Lease or the Other Agreements,
				  or any Default shall have occurred and be continuing, in addition to all rights
				  and remedies accorded to Lessor elsewhere in the Lease or under Law in respect
				  of the Deposit, Lessor may immediately or at any time thereafter, without prior
				  notice to Lessee, apply all or part of the Deposit in or towards the payment or
				  discharge of any matured obligation owed by Lessee or any affiliate of Lessee
				  under the Lease or the Other Agreements, in such order as Lessor sees fit,
				  and/or exercise any of the rights of set-off described in Clause 5.20 against
				  all or part of the Deposit.




(c)

			 If
				  Lessor exercises the rights described in Clause 5.13(b) above, Lessee shall,
				  following a demand in writing from Lessor, immediately restore the Deposit to
				  the level at which it stood immediately prior to such
				  exercise.




**5.14**

			 **Letter
				  of Credit**




(a)

			 If,
				  under the Lease, Lessee is required or elects to provide Lessor with a Letter
				  of Credit, the provisions of this Clause shall apply. Any Letter of Credit
				  provided by Lessee to Lessor will (i) beissued
				  or confirmed and payable by the London or New York branch of a major
				  international bank whose long-term unsecured, unsubordinated and unguaranteed
				  debt obligations are rated by Moodys Investors Services Inc. or Standard
				  and Poors Corporation not less than Bbb and BBB, respectively, and are not on
				  credit-watch by any of such agencies,.(ii) be
				  in substantially the form of Schedule 11 and in form and substance reasonably
				  acceptable to Lessor, (iii) be issued as security for all payment obligations
				  of Lessee to Lessor or any of its Affiliates under the Lease and each Other
				  Agreement (including any and all Losses suffered or incurred by Lessor or any
				  of its Affiliates in respect of which Lessee or any of its Affiliates is
				  obligated under the Lease or any Other Agreement), and (iv) remain in full
				  force and effect and may be drawn down by Lessor upon demand at any time or
				  times following the occurrence of a Default until the Required LC Expiry
				  Date.




(b)

			 With the
				  prior written consent of Lessor, which consent shall not be unreasonably
				  withheld, the Letter of Credit may have a validity period or periods ending
				  prior to the Required LC Expiry Date, provided that (i) the Letter of Credit
				  shall, in each case, be renewed, extended or reissued and delivered to Lessor
				  not later than thirty (30) Business Days prior to its expiry; and (ii) a Letter
				  of Credit shall remain in force at all times up to the Required LC Expiry
				  Date.




(c)

			 If at
				  any time during the Term the current issuing or confirming bank for the Letter
				  of Credit ceases to comply with the requirements specified in paragraph (c)
				  above, Lessee shall promptly procure that the Letter of Credit is issued or
				  confirmed by another bank complying with such requirements.




(d)

			 If
				  Lessor makes a drawing under the Letter of Credit, Lessee shall, following a
				  demand in writing by Lessor, immediately cause the maximum amount available for
				  drawing under the Letter of Credit to be restored to the level at which it
				  stood immediately prior to such drawing.




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**5.15**

			 **Guaranty**




If,
		under the Aircraft Lease Agreement, Lessee is required to provide Lessor with a
		Guaranty, Lessee will on or prior to the Delivery Date provide Lessor with the
		Guaranty.




**5.16**

			 **Late
				  Payment Interest**




(a)

			 If
				  Lessee fails to pay any amount payable under the Lease on the due date, Lessee
				  will pay on demand from time to time to Lessor interest (both before and after
				  judgment) on that amount, from the due date to the date of payment in full by
				  Lessee to Lessor, at the Interest Rate. All such interest will be compounded
				  monthly and calculated on the basis of the actual number of days elapsed in the
				  month, assuming a 30 day month and a 360 day year.




(b)

			 If
				  Lessor fails to pay any amount payable to Lessee under the Lease on the due
				  date, Lessor will pay on demand from time to time to Lessee interest (both
				  before and after judgment) on that amount, from the due date to the date of
				  payment in full by Lessor to Lessee, at the Interest Rate. All such interest
				  will be compounded monthly and calculated on the basis of the actual number of
				  days elapsed in the month, assuming a 30 day month and a 360 day
				  year.




**5.17**

			 **Currency**




(a)

			 **Lessees
				  Currency Obligation:**




(i)

			 Lessee
				  acknowledges that the specification of Dollars payable in New York in the Lease
				  is of the essence and that Dollars shall be the currency of account in any and
				  all events. Lessee waives any right it may have in any jurisdiction to pay any
				  amount under the Lease in a currency other than Dollars.




(ii)

			 If
				  Lessor receives an amount in respect of Lessees liability under the Lease
				  or if such liability is converted into a claim, proof, judgment or order in a
				  currency other than the currency (the contractual currency) in
				  which the amount is expressed to be payable under the Lease:
				  -




(A)

			 Lessee
				  will indemnify Lessor as an independent obligation against any loss arising out
				  of or as a result of such conversion;




(B)

			 if the
				  amount received by Lessor, when converted into the contractual currency (at the
				  market rate at which Lessor is able on the date of receipt by Lessor (or on the
				  next date thereafter on which under normal banking practice Lessor is able to
				  convert the amount received into the contractual currency) to purchase the
				  contractual currency in New York or at its option London with that other
				  currency) is less than the amount owed in the contractual currency, Lessee
				  will, forthwith on demand, pay to Lessor an amount in the contractual currency
				  equal to the deficit; and




(C)

			 Lessee
				  will pay to Lessor on demand any exchange costs and Taxes payable in connection
				  with the conversion.




(b)

			 **Lessors
				  Currency Obligation:**




(i)

			 Lessor
				  acknowledges that the specification of Dollars in the Lease is of the essence
				  and that Dollars shall be the currency of account in any and all




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waives
		any right it may have in any jurisdiction to pay any amount under the Lease in
		a currency other than Dollars.




(ii)

			 If
				  Lessee receives an amount in respect of Lessors liability underthe
				  Leaseor if
				  such liability is converted into a claim, proof, judgement or order in a
				  currency other than the currency (the contractual currency) in
				  which the amount is expressed to be payable underthe
				  Lease:




(A)

			 Lessor
				  will indemnify Lessee as an independent obligation against any loss arising out
				  of or as a result of such conversion;




(B)

			 if the
				  amount received by Lessee, when converted into the contractual currency (at the
				  market rate at which Lessee is able on the date of receipt by Lessee (or on the
				  next date thereafter on which under normal banking practice Lessee is able to
				  convert the amount received into the contractual currency) to purchase the
				  contractual currency in New York or at its option London with that other
				  currency) is less than the amount owed in the contractual currency, Lessor
				  will, forthwith on demand, pay to Lessee an amount in the contractual currency
				  equal to the deficit; and




(C)

			 Lessor
				  will pay to Lessee on demand any exchange costs and Taxes payable in connection
				  with the conversion.




**5.18**

			 **Certificates**




Except
		where expressly provided in the Lease, any certificate or determination by
		Lessor as to any rate of interest or as to any other amount payable under the
		Lease will, in the absence of manifest error, be presumed to be correct.




**5.19**

			 **Appropriation**




If any
		sum paid or recovered by Lessor in respect of the liabilities of Lessee under
		the Lease is less than the amount then due, Lessor may apply that sum to
		amounts due under the Lease in such proportions and order and generally in such
		manner as Lessor may determine in its sole discretion.




**5.20**

			 **Set-off**




(a)

			 In this
				  sub-clause, references to Lessee will also include Lessee
				  Affiliates.




(b)

			 Lessor
				  may, without notice, set-off any matured obligation owed by Lessee under the
				  Lease or under the Other Agreements against any obligation (whether or not
				  matured) Lessor or any of its Affiliates owes Lessee under the Lease or under
				  the Other Agreements, regardless of the place of payment or currency. Promptly
				  after making any such set-off, Lessor shall notify Lessee thereof, but failure
				  to give such notice shall not affect the effectiveness of any such
				  set-off.




If the
		obligations are in different currencies, Lessor may convert either obligation
		at the market rate of exchange available in New York. If the amount of an
		obligation is unknown, Lessor may estimate the amount. Any difference between
		the estimated obligation and the actual obligation will be paid by either
		Lessor or Lessee, as appropriate, when the amount becomes known.




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**5.21**

			 **Expenses**




Whether
		or not the Aircraft is delivered to Lessee (provided that Lessor is not in
		breach of its obligations to deliver the Aircraft to Lessee), Lessee will pay
		to Lessor on demand all reasonable expenses (including reasonable legal fees
		and expenses and the reasonable fees and expenses of other professional
		advisers) that Lessor has to pay:




(a)

			 to deal
				  with any amendments, extensions, consents or waivers that are required by
				  Lessee in connection with the Lease (but excluding any expenses incurred by
				  Lessor or Owner in connection with any change in the ownership or financing of
				  the Aircraft) or to implement any replacement of any Engine or
				  Part;




(b)

			 to act
				  upon any advice and obtain assistance to perfect the Lease in the State of
				  Registry and the State of Incorporation under the Cape Town Convention (and any
				  other appropriate place) including any filing or registration fees in
				  connection therewith; and




(c)

			 in
				  contemplation of, or otherwise in connection with, the enforcement or
				  preservation of any of Lessors rights under the Lease (including under
				  Clause 10) or in respect of the repossession of any Aircraft.




All
		amounts payable pursuant to this Clause 5.21 will be paid in the currency in
		which they are incurred by Lessor.




**5.22**

			 **Other
				  Outgoings******




Lessee
		will promptly pay as and when due all Taxes which it is required to pay and all
		other amounts of any nature imposed by any Government Entity with respect to
		the Aircraft and/or the Lease (except Lessor Taxes) including without
		limitation navigation charges, air traffic control charges and landing charges
		except as may otherwise be expressly provided in this Lease or to the extent
		that, in the reasonable opinion of Lessor, such payment is being contested on
		reasonable grounds by appropriate proceedings in respect of which adequate
		reserves have been provided by Lessee and non-payment of which does not give
		rise to any material likelihood of the Aircraft or any interest therein being
		sold, forfeited or otherwise lost or of criminal liability on the part of
		Lessor or Owner.




**6.**

			 **MANUFACTURERS
				  WARRANTIES**




(a)

			 So long
				  as no Event of Default has occurred which is continuing, Lessor shall make
				  available to Lessee during the Term the benefit of all manufacturers
				  warranties in relation to the repair or remedy of any defect in the Aircraft
				  (including compensation for loss of use of the Aircraft) and other product
				  support for the Aircraft to the extent that it is permitted to do so. In
				  furtherance of the foregoing, Lessor shall take such actions, at Lessees
				  cost and expense, as Lessee may reasonably request to make such warranties
				  available to Lessee. Lessee will give Lessor prompt written notice of any
				  warranty claim which is settled with Lessee on the basis of a cash
				  payment.




(b)

			 If an
				  Event of Default has occurred and is continuing Lessor may immediately recover
				  from Lessee the proceeds of any warranty claims previously paid to Lessee to
				  the extent that such claims relate to any defect in the Aircraft not fully and
				  completely rectified by Lessee before such Event of Default and Lessor
				  may:




(i)

			 retain
				  for its own account any such proceeds previously paid to Lessor which would
				  have been remitted to Lessee under this Clause 6 in the absence of such Event
				  of Default so long as such Event of Default is continuing;
				  and




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(ii)

			 cause
				  any proceeds of any pending claims to be paid to Lessor, rather than Lessee so
				  long as such Event of Default is continuing.




(c)

			 Lessee
				  will take all steps as are necessary at the end of the Term to ensure that the
				  benefit of any assignable warranties relating to the Aircraft which have not
				  expired is vested in Lessor. Lessee will use reasonable endeavors to ensure
				  that warranties obtained from vendors with which it contracts are
				  assignable






**7.**

			 **LESSORS
				  COVENANTS**




**7.1**

			 **Quiet
				  Enjoyment**




So long
		as no Default has occurred and is continuing, Lessor will not, and shall
		procure that the Owner, Security Trustee and any Financing Party will not,
		interfere with Lessees right to quiet use and possession of the Aircraft
		during the Term. Proper exercise by Lessor of its rights of inspection or other
		rights provided to it under the Lease in the absence of a Default, as well as
		right to repossess under Clause 13.2 which may be exercised only upon the
		occurrence of an Event of Default, shall not be considered to be a breach of
		the foregoing covenant.




**8.**

			 **LESSEES
				  COVENANTS******




**8.1**

			 **Duration**




Lessee
		shall perform and comply with its undertakings and covenants in the Lease at
		all times during the Term. All such undertakings and covenants shall, except
		where expressly otherwise stated, be performed at the expense of
		Lessee.




**8.2**

			 **Information**




Lessee
		will:




(a)

			 provide
				  Lessor with a Technical Report for the Aircraft within seven (7) days after the
				  end of each calendar month throughout the Term;




(b)

			 provide
				  Lessor with the Financial Information;




(c)

			 promptly
				  notify Lessor of any Event of Loss or of any event which is likely to result in
				  an insurance claim in excess of the Damage Notification Threshold and details
				  of any negotiations with insurers or insurance brokers relating to such claim;




(d)

			 promptly
				  notify Lessor of any Default;




(e)

			 provide
				  Lessor, upon request, with evidence that all Taxes and charges incurred by
				  Lessee in connection with the Aircraft, its location and its operations,
				  including those invoiced by airports and air traffic control authorities, have
				  been paid in full as and when due;




(f)

			 provide
				  Lessor with such other information concerning the location, condition, use and
				  operation of the Aircraft or concerning the business or financial affairs of
				  Lessee, as Lessor may from time to time reasonably request;




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(g)

			 upon
				  receipt of a request from Lessor, give Lessor not less than thirty (30) days
				  prior written notice as to the time and location of all Airframe Heavy Checks,
				  provided that Lessee receives Lessors request at least thirty (30) days
				  before the next Airframe Heavy Check or equivalent heavy maintenance check;
				  and




(h)

			 upon
				  receipt of a request from Lessor, notify Lessor, promptly, of the removal of
				  any Engine for the purpose of Engine Refurbishment.




**8.3**

			 **Lawful
				  and Safe Operation**




Lessee
		will operate the Aircraft for commercial purposes from the Delivery Date until
		the Return Occasion from the Habitual Base or from such other base outside the
		State of Registry pursuant to sublease or a wet-lease complying with Clause
		8.4(a) provided, always that Lessee must not use or operate Aircraft or suffer
		or permit the Aircraft to be used or operated:




(a)

			 in
				  violation of any applicable Regulations or in a manner causing Lessor, Owner,
				  any Financing Party or GECAS to be in violation of any applicable Regulations;




(b)

			 for any
				  purpose for which the Aircraft was not designed or which is
				  illegal;




(c)

			 to carry
				  cargo which could reasonably be expected to damage the
				  Aircraft;




(d)

			 in any
				  circumstances or place where the Aircraft is not covered by the Insurances; or




(e)

			 for
				  purposes of training, qualifying or re-confirming the status of cockpit
				  personnel except for the benefit of Lessees or Guarantor Affiliates
				  cockpit personnel, and then only if the use of the Aircraft for such purpose is
				  not disproportionate to the use for such purpose of other aircraft of the same
				  type operated by Lessee.




FOR THE
		AVOIDANCE OF DOUBT, AS BETWEEN LESSEE AND THE INDEMNITEES, LESSEE ACKNOWLEDGES
		AND AGREES THAT:




(i)

			 LESSEE
				  IS SOLELY RESPONSIBLE FOR THE DETERMINATION AND IMPLEMENTATION OF ALL SECURITY
				  MEASURES AND SYSTEMS NECESSARY OR APPROPRIATE FOR THE PROPER PROTECTION OF THE
				  AIRCRAFT (WHETHER ON THE GROUND OR IN FLIGHT) AGAINST (A) THEFT, VANDALISM,
				  HIJACKING, DESTRUCTION, BOMBING, TERRORISM OR SIMILAR ACTS, DIRECTLY OR
				  INDIRECTLY AFFECTING IN ANY WAY THE AIRCRAFT OR ANY PART THEREOF, OR ANY
				  PERSONS WHO (WHETHER OR NOT ON BOARD THE AIRCRAFT) MAY SUSTAIN ANY INJURY OR
				  DAMAGE AS A RESULT OF ANY SUCH ACTS, (B) THE USE OF THE AIRCRAFT IN ANY ACTS,
				  INCLUDING THOSE OF DESTRUCTION, BOMBING, TERRORISM OR SIMILAR ACTS, AND (C) THE
				  TAKING, THEFT OR USE OF ANY PRODUCTS, CHEMICALS, GOODS, OR MATERIALS OF ANY
				  KIND, FORM, OR NATURE LOCATED ON BOARD THE AIRCRAFT OR BEING TRANSPORTED VIA
				  THE AIRCRAFT;




(ii)

			 LESSEES
				  IMPLEMENTATION OF SUCH SECURITY MEASURES AND SYSTEMS IS A MATERIAL OBLIGATION
				  OF LESSEE UNDER THE LEASE, AND THAT LESSOR SHALL HAVE ABSOLUTELY NO
				  RESPONSIBILITY THEREFOR, AND




(iii)

			 LESSEE,
				  BEING IN SOLE OPERATIONAL CONTROL OF THE AIRCRAFT AND BEING IN THE BUSINESS OF
				  OPERATING COMMERCIAL AIRCRAFT, IS UNIQUELY IN A POSITION TO IDENTIFY AND
				  IMPLEMENT THOSE MAINTENANCE AND SECURITY MEASURES AS ARE NECESSARY TO COMPLY
				  WITH ALL APPLICABLE REGULATIONS, AND AS ARE OTHERWISE




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APPROPRIATE
		AND THAT IN DOING SO, LESSEE HAS NOT RELIED UPON, AND SHALL NOT RELY UPON, ANY
		STATEMENT, ACT, OR OMISSION OF LESSOR.




**8.4**

			 **Subleasing****and Wet leasing**




(a)

			 LESSEE
				  WILL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, SUB-LEASE OR PART WITH
				  POSSESSION OF THE AIRCRAFT, THE ENGINES OR ANY PART EXCEPT that Lessee may part
				  with possession (i) with respect to the Aircraft, the Engines or any Part to
				  the relevant manufacturers for testing or similar purposes or to a maintenance
				  facility for service, repair, maintenance or overhaul work, or alterations,
				  modifications or additions to the extent required or permitted by the Lease,
				  (ii) with respect to an Engine or Part, as expressly permitted by the Lease,
				  and (iii) on a wet-lease which complies with Clause 8.4(d).




(b)

			 Lessor
				  shall grant its consent to a proposed sublease (a******Permitted
				  Sub-Lease******) of the
				  Aircraft to a sublessee (the******Permitted
				  Sub-Lessee******) by
				  Lessee if the following conditions are fulfilled:




(i)

			 No
				  Default shall have occurred and be continuing;




(ii)

			 notwithstanding
				  such Permitted Sub-Lease, Lessee shall remain primarily responsible to Lessor
				  hereunder and the Permitted Sub-Lease, by its terms, shall be expressly subject
				  and subordinate in all respects to the Lease;




(iii)

			 the
				  Permitted Sub-Lease shall include clauses identical to or having the same
				  substantive effect as Clauses 2.1, 5.6, 5.7(a), 5.8, 5.10, 5.12, 5.16(a),
				  5.17(a), 5.22, 8 (excluding Clause 8.4), 9, 10, 11, 13, 15.1, 15.8 (subject to
				  the final two sentences of this sub-clause (iii)) and 16, and Schedules 2
				  (Clause 1.1), 7 and 9 of the Lease save that a Permitted Sub-Lease may impose
				  additional or more stringent obligations on, or give fewer rights to, any
				  sublessee than are imposed on Lessee under the provisions of the Lease and that
				  the term of the Permitted Sub-Lease shall not be capable of extending beyond
				  the Expiry Date. In connection with any Permitted Sub-Lease, Lessee shall use
				  reasonable endeavours to procure that the governing law of the Permitted
				  Sub-Lease shall be New York law or English law. However, the governing law may
				  be the law of another country if the legal opinion (of counsel qualified in
				  such country) attached to the Permitted Sub-Lease states that the Permitted
				  Sub-Lease constitutes binding and enforceable obligations of the sublessee
				  under such law (such opinion may be subject to qualifications acceptable to
				  Lessor and its advisors, being such qualifications as are normal to opinions
				  given by U.S. or English counsel in relation to similar
				  transactions);




(iv)

			 the
				  rights, title and interests of Lessor in and to the Aircraft and the Lease
				  shall be duly evidenced and protected to the satisfaction of Lessor (including
				  as to the making of all necessary filings and registrations) and such interests
				  shall not, in Lessors reasonable opinion, be prejudiced by the Permitted
				  Sub-Lease;




(v)

			 Lessee
				  and the Permitted Sub-Lessee shall have executed and delivered to Lessor a
				  security assignment in respect of the Permitted Sub-Lease together with an
				  acknowledgement of such assignment each such document to be in such form as
				  Lessor shall reasonably require, provided always that such security assignment
				  shall not require Lessor to give its prior consent to: (aa) any modification or
				  variation of the amount of rent payable by the Permitted




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Sub-Lessee
		under the Permitted Sub-Lease or (bb) any early termination or extension of the
		term of the Permitted Sub-Lease, provided always that any such extension may
		not be longer than the term of the Lease and Lessee shall promptly notify
		Lessor in writing of any such variation in the term of the Permitted
		Sub-Lease;




(vi)

			 the
				  Permitted Sub-Lessee shall be a reputable air carrier and shall, on or before
				  delivery of the Aircraft to the Permitted Sub-Lessee under the Permitted
				  Sub-Lease, hold all necessary consents, licenses, approvals, permits and authorizations
				  required under the applicable law of the state of incorporation or
				  establishment of such carrier for the public transport of passengers or cargo
				  and operation of the Aircraft;




(vii)

			 the
				  Aircraft shall not be re-registered outside the State of Registry without the
				  prior written consent of Lessor which shall not be unreasonably withheld.
				  Lessor shall be entitled to withhold such consent if the Sub-Lessee is based or
				  incorporated in a jurisdiction which Lessor reasonably determines to be
				  unacceptable in terms of political or judicial risk;




(viii)

			 prior to
				  delivery of the Aircraft to the Permitted Sub-Lessee, Lessee shall deliver to
				  Lessor the equivalent of the Lessor Conditions Precedent applicable to such
				  Permitted Sub-Lessee and, within a reasonable period prior to the execution by
				  Lessee of any sublease, Lessee will provide Lessor with a copy of the draft
				  sublease in order for Lessor to satisfy itself that the conditions set out in
				  this Clause as to form of the sublease are fulfilled. Prior to delivery of the
				  Aircraft under any sublease, Lessee will provide Lessor with an original
				  counterpart of the sublease duly executed by Lessee and Sub-Lessee;




(ix)

			 Lessee
				  shall be responsible for all reasonable costs incurred by Lessor in connection
				  with the Permitted Sub-Lease;




(x)

			 the
				  Permitted Sub-Lease shall provide that no further subleases of the Aircraft by
				  the Permitted Sub-Lessee shall be permitted, except that the Permitted
				  Sub-Lessee may enter into a wet lease which conforms generally to the
				  requirements of a wet lease as set forth in Clause 8.4 (d) below and/or an
				  interchange arrangement with respect to the Aircraft on the terms set out in
				  the Lease; and




(xi)

			 Lessee
				  shall give written notice to Lessor of any proposed sublease at least thirty
				  (30) days prior to the date on which it is proposed that such sublease be
				  executed (which notice shall include the identity of any proposed change in the
				  State of Registry and the Habitual Base of the Aircraft and, if then
				  determined, the term and the delivery date of the proposed
				  sublease).




(c)

			 In
				  circumstances where the conditions set out in (b) above are not fulfilled in
				  relation to any proposed Permitted Sub-Lease, the consent of Lessor to such
				  Permitted Sub-Lease shall not be unreasonably withheld.




(d)

			 Lessee
				  shall be permitted to wet lease the Aircraft provided such wet lease
				  constitutes an arrangement whereby Lessee agrees to furnish the Aircraft to a
				  third party pursuant to which the Aircraft (i) shall be operated solely by
				  regular employees of Lessee possessing all current certificates and licenses
				  that are required by applicable Regulations, including by the State of
				  Registry, and shall remain in the operational control and possession of Lessee,
				  (ii) shall be subject to insurance coverage as provided for in the Lease, (iii)
				  shall be used and operated in accordance with the




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Lease
		and shall be maintained or caused to be maintained by Lessee in accordance with
		Lessees Maintenance Program and Lessees normal maintenance
		practices, and (iv) shall not be subject to any change in its State of
		Registry; and provided always that, such arrangement is expressly subordinated
		to the Lease and the rights of Lessor and Owner thereunder and to the
		Aircraft.




**8.5**

			 **Inspection**




(a)

			 Lessee
				  will permit Lessors and Owners and the Financing Parties
				  Representatives representative to inspect the Aircraft at any time.
				  Unless a Default has occurred and is continuing, any such Person will give
				  Lessee reasonable notice of inspection and will ensure that it does not result
				  in a disruption to the regular operation of the Aircraft. Lessee shall comply
				  with the reasonable requests of Lessors and Owners and the
				  Financing Parties Representatives representative during the course
				  of an inspection, including any request to travel on the flight deck of the
				  Aircraft as an observer, subject to any applicable
				  Regulations.




(b)

			 The cost
				  of conducting an inspection shall be borne by Lessor, Owner or the Financing
				  Parties Representative, as the case may be, unless an Event of Default
				  has occurred and is continuing.




(c)

			 No
				  liability or obligation will be incurred by Lessor, Owner, Financing
				  Parties Representative or the Financing Parties, as the case may be, by
				  reason of non-exercise by any of them of the inspection rights referred to in
				  this Clause.




**8.6**

			 **Ownership;
				  Property Interests; Related Matters**




(a)

			 Lessee
				  will:




(i)

			 fix and
				  maintain Nameplates containing the Nameplate Inscription in a prominent
				  position in the cockpit or cabin of the Aircraft and on each Engine as
				  follows:




This
		Aircraft/Engine is owned by [Name of Owner] and is leased to [Name of Lessee]
		and may not be or remain in the possession of or be operated by, any other
		person without the prior written consent of [Name of Owner];
		and




(ii)

			 in any
				  circumstance where such interests are relevant, take all reasonable steps to
				  make sure that other relevant Persons know about the rights or interests of
				  Owner, Lessor and the Financing Parties Representative in the Aircraft,
				  including (without limitation) ensuring that wherever practicable the interests
				  of Lessor, Owner and the Financing Parties Representative are duly
				  registered in the International Registry.




(b)

			 Lessee
				  will not:




(i)

			 represent
				  that it is the owner of the Aircraft or that it has an economic interest
				  (equivalent to ownership) in the Aircraft for Tax treatment or other
				  purposes;




(ii)

			 do or
				  permit to be done anything which may reasonably be expected to expose the
				  Aircraft, any Engine or any Part to penalty, forfeiture, impounding, detention,
				  appropriation, damage or destruction and without prejudice to the foregoing, if
				  any such penalty, forfeiture, impounding, detention or appropriation, damage or
				  destruction occurs, give Lessor




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immediate
		notice thereof and procure the immediate release of the Aircraft, any Engine or
		the Part, as the case may be;;




(iii)

			 represent
				  to others that Owner, Lessor or any Financing Party is associated with or
				  responsible for the business activities and/or flight operations of Lessee;




(iv)

			 allow
				  the Aircraft or Owners, Lessors or any Financing Parties
				  Representatives interest in it or the Lease to become or remain subject
				  to any Security Interest (other than a Permitted Lien);




(v)

			 except
				  as required by subClause (a)(i) hereof, allow the name of any Person to be
				  placed on the Aircraft or any Engine as a designation that could reasonably be
				  interpreted as a claim of ownership or as a Security Interest; provided that
				  Lessee may place thereon, or allow a Permitted Sub-Lessee to place thereon, its
				  customary livery, colors and insignia; or




(vi)

			 allow
				  any interests conflicting with (whether or not taking priority over) the
				  interests of Lessor, Owner, or the Financing Parties Representative to be
				  registered at the International Registry without the prior written consent of
				  Lessor, Owner or the Financing Parties Representative (as the case may
				  be).




**8.7**

			 **General**




Lessee
		will:




(a)

			 maintain
				  its business as a commercial scheduled airline, will preserve its corporate
				  existence (other than as provided in subclause (f) below or in connection with
				  a solvent reconstruction or reorganization on terms which shall have previously
				  been approved in writing by Lessor);




(b)

			 ensure
				  that the Habitual Base remains the habitual base of the Aircraft unless Lessor
				  gives prior written consent to a change therein or as may otherwise be provided
				  in the Aircraft Lease Agreement;




(c)

			 not
				  operate, maintain, insure or deal with, or keep records with respect to, the
				  Aircraft in a manner which discriminates against the Aircraft adversely insofar
				  as Lessors, Owners or Financing Parties interests are
				  concerned, when compared with the manner in which Lessee operates, maintains,
				  insures or deals with, or keep records with respect to, similar aircraft,
				  engines or parts in Lessees fleet;




(d)

			 not
				  change the designated service of process agent set forth in Clause 15.8(c),
				  except upon thirty (30) days prior written notice thereof to Lessor;




(e)

			 not
				  liquidate or dissolve;




(f)

			 except
				  as otherwise provided in this Clause 8.7(f), if Lessor is a company
				  incorporated in Ireland and Lessee operates the Aircraft to any destination in
				  the European Union, then Lessee shall promptly submit a duly executed and
				  completed VAT Form 60A to the Office of the Revenue Commissioners of Ireland in
				  the form attached as Schedule 12 (Form 60A) and shall supply a copy
				  of that application to Lessor. Lessee shall complete, execute and deliver (with
				  a copy to Lessor) a new Form 60A every two years after delivery of the initial
				  Form 60A. However, if more than 50% of Lessees operations occur on
				  international routes, then Lessee shall not be required to deliver to Lessor
				  Form 60A, but shall instead, promptly deliver to Lessor, upon Lessors
				  request, a statement that more than 50% of Lessees operations




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occur on
		international routes. If Lessees operations on international routes
		subsequently become less than 50% of its overall operations, Lessee shall
		promptly notify Lessor and shall at that time submit a Form 60A as described
		above. For purposes of this Clause 8.7(f), an international route shall be
		deemed to be any route that does not both begin and end in the country of the
		Habitual Base and references to Form 60A include references to any replacement
		form; and




(g)

			 not
				  consolidate with or merge into or with any other corporation or other Person,
				  and not convey, transfer, lease or otherwise dispose of all or substantially
				  all of its property and other assets to, or acquire all or any substantial part
				  of the property or other assets or capital stock of (if such acquisition is
				  analogous in either purpose or effect to a consolidation or merger), any
				  corporation or other Person, unless Lessee provides Lessor, to the extent
				  permitted by Law, with not less than thirty (30) days prior written notice of
				  such transaction describing such transaction in reasonable detail and providing
				  Lessor with evidence reasonably satisfactory to Lessor demonstrating that such
				  transaction will comply with the following requirements of this Clause and
				  unless:




(i)

			 such
				  transaction shall not have any material adverse effect on the rights of Lessor,
				  Owner or the Financing Parties Representative under or in respect of the
				  Lease or the Aircraft; and all applicable requirements of the Financing
				  Documents shall have been complied with in connection therewith, provided
				  always that the Lessee shall be notified as soon as practicable of such
				  applicable requirements;




(ii)

			 the
				  Person formed by or surviving such consolidation or merger or the Person which
				  acquires by conveyance, transfer, lease or other disposition all or
				  substantially all of such property and other assets or stock (the
				  Successor Entity): (A) shall be a corporation organized and
				  existing under the laws of the State of Incorporation; (B) immediately after
				  giving effect to such transaction, shall be Lessee or shall have acquired or
				  succeeded to all or substantially all of the property and other assets of
				  Lessee (if such assets are being transferred) as an entirety, and shall have a
				  tangible net worth of not less than Lessees tangible net worth
				  immediately prior to such transaction; and (C) shall execute and deliver to
				  Lessor such recordations and filings with any Governmental Entity and such
				  other documents as Lessor determines shall be reasonably necessary or advisable
				  to evidence, or in connection with, such consolidation, merger, sale, lease,
				  transfer or other disposition and an agreement, in form and substance
				  reasonably satisfactory to Lessor which is a legal, valid and binding
				  assumption by such Successor Entity of the due and punctual performance and
				  observance of each covenant and condition of the Lease and the other related
				  documents to which Lessee is a party, and a legal opinion from counsel to such
				  effect and otherwise in such form and substance reasonably satisfactory to
				  Lessor; and




(iii)

			 no
				  Default shall have occurred and be continuing or shall occur as a result
				  thereof.




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**8.8**

			 **Records**




Lessee
		will keep all Aircraft Documents and Records:




(a)

			 in the
				  English language, except for those documents originally delivered to Lessee in
				  a language other than English;




(b)

			 according
				  to best airline practice; and




(c)

			 so they
				  meet the requirements of applicable Regulations (including FAR 91.417 to the
				  extent applicable, unless otherwise agreed by Lessor in the Lease ) and
				  Lessees Maintenance Program.




**8.9**

			 **Protection**




Lessee
		will:




(a)

			 maintain
				  the registration of the Aircraft with the Air Authority in the name of Lessor
				  and reflecting any Security Interest in favor of the Financing Parties
				  Representative, provided Lessee is fully informed of any such Security Interest
				  (or, if such registration cannot be maintained in the name of Lessor, on a
				  basis which reflects the interests of Lessor, as lessor and Owner as owner, and
				  of the Financing Parities Representative to the greatest extent permitted by
				  applicable Law) and not do or suffer to be done anything which could reasonably
				  be expected to affect that registration;




(b)
			 do all
				  acts and things (including, without limitation, making any filing or
				  registration with the Air Authority or any other Government Entity or as
				  required to comply with the Geneva Convention where applicable) and execute and
				  deliver, notarise, file, register and record all documents (including, without
				  limitation, any amendment of the Lease) as may be reasonably required by
				  Lessor:




(i)

			 upon or
				  following any change or proposed change in the ownership or financing of the
				  Aircraft (and Lessor shall reimburse Lessee for all reasonable out-of-pocket
				  expenses, including legal fees, incurred by Lessee at the time of such change
				  in complying with Lessors requirements under this paragraph (i)); or




(ii)

			 following
				  any modification of the Aircraft, any Engine or any Part or the permanent
				  replacement of any Engine, or Part in accordance with this Agreement, so as to
				  ensure that the rights of Lessor as lessor, Owner as owner of the Aircraft, and
				  the Financing Parties Representative and under the Lease apply with the
				  same effect as before; or




(iii)

			 to
				  establish, maintain, preserve, perfect and protect the rights of Lessor as
				  lessor under the Lease, the interest of Owner as owner of the Aircraft, and the
				  Financing Parties Representative but at Lessors expense to the
				  extent that such act or thing relates to any assignment or Transfer pursuant to
				  Clause 14.2 entered into after the date hereof.




(c)

			 from
				  time to time, at the request of the Lessor, to take any actions which the
				  Lessor reasonably determines should be taken to ensure that the Cape Town
				  Convention is applicable to the Lease and that the interests of any Indemnitee
				  in relation to the Aircraft are effectively registered at the International
				  Registry. This would include, in




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particular,
		promptly consenting to and co-operating with the Lessor, Owner and/or any
		Financing Party, so that as soon as practicable from time to time registrations
		are made to permit the interests of the Lessor, Owner and/or any Financing
		Party (or any of them) in connection with the Aircraft and any associated
		rights to be perfected and recorded as international interests
		under the Cape Town Convention and to remove or discharge interests where
		Lessor so requires; and




(d)

			 where
				  requested by Lessor in writing, consent to one or more persons designated by
				  Lessor as Lessees professional user or professional user entity for
				  dealings with the International Registry in relation to the Aircraft and shall
				  not revoke that authority without Lessors prior written consent.




Except
		as otherwise expressly provided in this Clause 8.9, Lessee maintenance of the
		Registration of the Aircraft and performance of such other actions and things
		required under this Clause 8.9 will be at Lessees expense.




**8.10**

			 **Maintenance
				  and Repair**




Lessee
		will maintain, overhaul and repair the Aircraft, so that:




(a)

			 the
				  Aircraft is kept airworthy in all respects (except where such airworthiness has
				  been suspended for all aircraft of the same model or type through no fault of
				  Lessee or the Aircraft is temporarily unairworthy while it is undergoing
				  maintenance or repair) and in good operating condition and
				  repair;




(b)

			 Lessee
				  has a current, valid certificate of airworthiness (issued by the Air Authority
				  in the appropriate public transport category) for the Aircraft, except where
				  such certificate has been suspended for all aircraft of the same model or type
				  through no fault of Lessee or the Aircraft is undergoing maintenance or repair
				  (and in that event Lessee shall refrain from operating the Aircraft until such
				  time as the certificate or airworthiness is restored);




(c)

			 the
				  Aircraft complies with all applicable Regulations (including the standards
				  stipulated by FAR Part 129 as appropriate depending on the type of the Aircraft
				  unless otherwise provided in the Aircraft Lease Agreement) and the requirements
				  of all Airworthiness Directives and all service bulletins designated by the
				  State of Design or State of Registry as mandatory, and to be
				  carried out before the Return Occasion or within the AD Compliance Period;




(d)

			 all
				  maintenance is carried out according to Lessees Maintenance Program
				  through the Maintenance Performer in at least the same manner and with at least
				  the same care, including maintenance scheduling, modification status and
				  technical condition, as is the case with respect to similar aircraft owned or
				  otherwise operated by Lessee;




(e)

			 all
				  repairs and Parts associated with such repairs must meet the applicable OEM
				  standard and specifications (approved or recommended by the OEM as the case may
				  be) except in the case of:




(i)

			 Parts
				  which are installed on the Airframe and are not classified as Critical
				  Components or Life Limited Components. A Critical Component means a Part
				  identified as critical by the FAA in accordance with FAA Order 8110.42B.
				  ;




(ii)

			 All
				  Parts which are installed on the Engine and which are manufactured by a vendor
				  other than the OEM and marked as PMA parts but which are licensed by the OEM
				  and included in the OEM Aircraft or OEM Engine Illustrated




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Parts
		Catalog IPC (excluding any revisions to the IPC requested by Lessee
		to include such parts);




(f)

			 if any
				  Airworthiness Directive is issued by the FAA, or, to the extent that the same
				  have legal effect, the JAA, for which terminating action is required to be
				  performed by Lessee pursuant to Clause 8.10(c)and if the actual cost incurred
				  by Lessee (as evidenced by invoice(s) and supporting documentation reasonably
				  satisfactory to Lessor) in performing or causing to be performed such
				  Airworthiness Directive exceeds the AD Threshold, Lessor shall, following
				  receipt of the invoice in such amount and provided no Default has occurred and
				  is continuing, reimburse to Lessee an amount calculated in accordance with the
				  following formula:




(A-B)*
		(C-D)/C WHERE:




A =
		Total actual invoiced cost of such Airworthiness Directive




B = AD
		Threshold




C = AD
		Factor




D =
		Months remaining to the Scheduled Expiry Date after the completion of the
		performance work




If such
		Airworthiness Directive or mandatory note or bulletin is (i) issued by the Air
		Authority only or (ii) issued and recommended, but not required, by the civil
		aviation authority of the State of Design, then Lessor shall not reimburse
		Lessee for any such cost or expenditure.




**8.11**

			 **Removal
				  of Engines and Parts**




(a)

			 **General:**Lessee
				  must replace, within thirty (30) Business Days thereof, any Engine that has
				  suffered an Engine Event of Loss in accordance with Clause 8.11(b), and any
				  Part which is permanently removed from the Aircraft must be replaced in
				  accordance with Clause 8.11(b). Any Part which otherwise is lost, stolen,
				  destroyed, seized, obsolete, confiscated, damaged beyond repair or permanently
				  rendered unfit for any reason, must be replaced in accordance with Clause
				  8.11(b). Any Engine or Part may be installed on another aircraft Lessee owns or
				  leases in accordance with Clause 8.11(c). Lessee may temporarily install an
				  engine or part in accordance with Clause 8.11(d). Lessee shall obtain from the
				  owner and lessor of any airframe on which an Engine is installed and from any
				  holder of a Security Interest in any airframe on which an Engine is installed,
				  an agreement in writing (which agreement, in the case of a lease or Security
				  Interest, may be contained in the applicable lease or Security Interest
				  agreement covering such airframe) that such Person will respect the interests
				  of Owner and Lessor as owner and lessor, respectively, and of the Financing
				  Parties Representative, in such Engine and will not acquire or claim any
				  rights, title or interest in such Engine as a result of such Engine being
				  installed on such other airframe at any time while such Engine is subject to
				  the Lease. In the event Lessee shall have received from a lessor of or secured
				  party holding a Security Interest in any airframe leased to Lessee or owned by
				  Lessee a written agreement pursuant to the foregoing sentence and the lease or
				  Security Interest covering such airframe also covers an engine or engines owned
				  by the lessor under such lease or subject to such Security Interest in favor of
				  the secured party under such Security Interest, Lessor hereby agrees for the
				  benefit of such lessor or secured party that Lessor will respect the interest
				  of such lessor or secured party and will not acquire or claim as against such
				  lessor or secured party, any rights, title or interest in any such engine as a
				  result of such engine being installed on the Airframe at any time while such
				  engine is




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subject
		to such lease or Security Interest and owned by such lessor or subject to a
		Security Interest in favor of such secured party. Lessor further agrees that in
		respect of the interest of and for the benefit of a spare engine owner, lessor
		or secured party pursuant to a Security Interest whose engine has been
		installed on the Airframe in accordance with Clause 8.11(d) hereof, it will not
		acquire or claim as against such owner, lessor or secured party any rights,
		title or interest in any such spare engine as a result of such spare engine
		being installed on the Airframe. Lessee will ensure that any Engine or Part not
		installed on the Aircraft (or an aircraft permitted by Clause 8.11(c)) is
		properly and safely stored and insured and kept free of Security Interests.




(b)

			 **Permanent
				  Replacement**: If
				  Lessee permanently replaces an Engine or Part:




(i)

			 in the
				  case of an Engine, the replacement engine must be of the same manufacturer and
				  model, or at Lessees option an engine of an improved model, and have
				  equivalent or better remaining useful life, modification status, time elapsed
				  since hot section refurbishment, cold section refurbishment, reduction gear
				  overhaul, life limited part utility, serviceability and equivalent remaining
				  warranty status as the Engine it replaces, and is otherwise of an equivalent or
				  better value and utility and suitable for installation and use on the Airframe
				  without impairing the value or utility of the Airframe and compatible with the
				  remaining installed Engine(s);




(ii)

			 in the
				  case of a Part, the replacement part must be an OEM approved part except in the
				  case of:




(aa)

			 Parts
				  which are installed on the Airframe and are not classified as Critical
				  Components or Life Limited Components. A Critical Component means a Part
				  identified as critical by the FAA in accordance with FAA Order 8110.42B;
				  and




(bb)

			 All
				  Parts which are installed on the Engine and which are manufactured by a vendor
				  other than OEM and marked as PMA parts but which are licensed by the OEM and
				  included in the OEM Aircraft or OEM Engine Illustrated Parts Catalog
				  IPC (excluding any revisions to the IPC requested by Lessee to
				  include such parts);




and in
		any case be in good operating condition, have a value and utility the same or
		better than the Part it is replacing, have as much useful life available until
		the next expected maintenance procedure, be of the same or a more advanced make
		and model and of the same interchangeable modification status as the Part it is
		replacing;




(iii)

			 the
				  replacement engine or part must have become and remain, until replaced in
				  accordance with this Clause, the property of Owner free from Security Interests
				  (other than Permitted Liens), and subject to the applicable Financing Documents
				  (provided, that Lessee shall have been notified of the requirements of such
				  financing documents);




(iv)

			 Lessee
				  must have full details of the source and maintenance records of the replacement
				  engine or part and in the case of serialized rotable parts, also have a
				  complete service history; and




(v)

			 comply
				  with the requirements of the Financing Documents in connection with any such
				  replacement including to provide such legal opinions and other documents as may
				  be required under the Financing Documents.




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(c)

			 **Other
				  Aircraft:**An
				  Engine or Part may be installed on an aircraft which Lessee owns or leases
				  if:




(i)

			 no Event
				  of Default has occurred and is continuing;




(ii)

			 Lessee
				  or a Permitted Sub-Lessee has operational control over the
				  aircraft;




(iii)

			 Owner
				  keeps the ownership of the Engine or Part concerned until replaced in
				  accordance with Clause 8.11(b);




(iv)

			 the
				  Engine or Part does not become subject to a Security Interest and the
				  applicable airframe is not subject to any Security Interest except a Permitted
				  Lien or a lease or Security Interest described in Clause 8.11(a) above;




(v)

			 the
				  Engine or Part is replaced in accordance with Clause 8.11(b) or is removed from
				  the aircraft as soon as practicable under Lessees engine rotation program
				  but not later than the Expiry Date; and




(vi)

			 Insurance
				  is maintained by Lessee in respect of such Engine or Part in accordance with
				  the terms of the Lease.




(d)

			 **Temporary
				  Replacement:**Lessee
				  may install any engine or part on the Aircraft as a temporary replacement
				  if:




(i)

			 no Event
				  of Default has occurred and is continuing;




(ii)

			 there is
				  not available an engine or part complying with the requirements of the Lease
				  for a replacement Engine or Part;




(iii)

			 it would
				  result in an unreasonable disruption of the operation of the Aircraft or the
				  business of Lessee to have the Aircraft grounded until such time as an engine
				  or part complying with the requirements of the Lease for a replacement Engine
				  or Part becomes available for installation;




(iv)

			 as soon
				  as practicable (under Lessees engine rotation program in the case of an
				  engine) after an engine or part is installed on the Aircraft, but no later than
				  the Expiry Date, Lessee removes that engine or part and replaces it with the
				  original Engine or Part (or by an engine or part which is allowed by Clause
				  8.11(b)); and




(v)

			 the
				  Insurances for the Aircraft are not adversely affected.




(e)

			 **Pooling/Interchange:**So long
				  as no Default has occurred and is continuing Lessee may lease, let or hire or
				  charter or otherwise part with possession of an Engine or Part (on terms
				  conferring no more than a contractual right against Lessee but not rights
				  against the Engine or Part) pursuant to pooling arrangements approved by Lessor
				  to which Lessee is a party and which either:




(i)

			 are
				  arrangements involving responsible, solvent commercial air carriers or aircraft
				  operators or the manufacturers or suppliers of the Aircraft, Engine or
				  Part;




(ii)

			 do not
				  contemplate the transfer of title to the pooled Engine; and




(iii)

			 provide
				  that Lessor will be sole payee in respect of any loss or damage to the Engine
				  or Part or provide for Owner, as owner, to acquire title to a substitute




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engine
		or part satisfying the conditions set out in Clauses 8.11(a) and (b) as
		applicable to Engines or Parts;




or are
		otherwise acceptable to Lessor in its sole discretion.




**8.12**

			 **Equipment
				  Changes**




Lessee
		will not make any modification or addition to the Aircraft (each an
		Equipment Change), except for an Equipment Change
		which:




(a)

			 is
				  expressly permitted or required by the Lease; or




(b)

			 has the
				  prior written approval of Lessor (such approval not to be unreasonably
				  withheld) and does not diminish or impair the value, utility, condition, or
				  airworthiness of the Aircraft (save that Lessors approval shall not be
				  required for painting or minor cabin interior modifications not affecting the
				  structure of the Aircraft).




So long
		as no Default has occurred and is continuing, Lessee may remove or reverse any
		Equipment Change provided that the Equipment Change is not required pursuant to
		the terms of the Lease or to maintain the Insurances and removal or reversal
		does not diminish the value, utility, airworthiness or condition of the
		Aircraft assuming that such Equipment Change was not made and that Aircraft is
		maintained in accordance with the Lease. Furthermore, Lessor may require Lessee
		to remove or reverse any Equipment Change on the Expiry Date and to restore the
		Aircraft to its condition prior to that Equipment Change. Any Equipment Change
		not so removed or reversed becomes the property of Lessor or Owner, as the case
		may be, at the Expiry Date.




**8.13**

			 **Title
				  on an Equipment Change**




Except
		in the case of an Equipment Change consisting of equipment leased from third
		parties that is an addition to the Aircraft, is not required pursuant to the
		terms of the Lease or to maintain the Insurances and upon removal or reversal
		would not diminish the value, utility, airworthiness or condition of the
		Aircraft from what it was prior to installation of the Equipment Change, and
		except in the case of an engine or a temporary replacement of a Part, title to
		any equipment that is installed on the Airframe shall vest in Owner solely by
		virtue of its attachment to the Airframe or an Engine in accordance with
		applicable Law (including the *lex
		situs* ) in any
		event without derogation from Lessees obligations under Clause
		8.11(b)(iii)) and it shall then be subject to the Lease and, if applicable, the
		Financing Documents (provided always that the Lessee shall be notified as soon
		as practicable of such applicable Financing Documents, as if it were attached
		to the Aircraft at Delivery subject, however, to Permitted Liens and title to
		any equipment replaced by such installation shall thereupon vest in Lessee (in
		accordance with applicable Law including the *lex
		situs* ). In
		the case of any replacement of an Engine, and otherwise if so requested by
		Lessor, Lessee will provide a properly executed bill of sale or similar
		instrument to evidence the vesting of good and marketable title, free and clear
		of any Security Interest (except Lessor Liens), to any such Replacement Engine
		or other equipment in Owner and all documents required under the Financing
		Documents. After Lessor has determined that Lessee has permanently replaced an
		Engine in accordance with Clause 8.11(b) and this Clause 8.13, Lessor will, or
		will procure that Owner will, without recourse or warranty (except as to the
		absence of Lessors Liens), transfer to Lessee or will procure that Owner
		will transfer to Lessee all of Lessors or Owners, as the case may
		be, rights to the engine that has been replaced, on an AS IS, WHERE IS basis,
		and will at Lessees expense provide or will procure that Owner provides a
		bill of sale or similar instrument as Lessee may reasonably request to evidence
		such transfer. Lessee shall indemnify, on an After-Tax Basis, Lessor, Owner and
		each other Tax Indemnitee for all fees,




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expenses
		and Taxes (except Lessor Taxes) incurred by Lessor, Owner or any other Tax
		Indemnitee in connection with any such transfer.




**9.**

			 **INSURANCE******




**9.1**

			 **Insurances**




Lessee
		will maintain the Insurances in full force during the Term, and thereafter as
		expressly required in the Lease, which shall be in line with prudent industry
		practice for comparable operators and shall be through such brokers and with
		such insurers and having such deductibles and subject to such exclusions as may
		be approved by Lessor from time to time, such approval not to be unreasonably
		withheld. The Insurances shall in any event meet the requirements set forth in
		Schedule 7 which may be amended from time to time by Lessor so that the scope
		and level of cover is maintained in line with generally accepted industry
		practice of prudent airlines operating similar aircraft on similar routes and
		the interests of Lessor and each Indemnitee are prudently
		protected.




**9.2**

			 **Change**




If at
		any time Lessor wishes to revoke its approval of any insurer, reinsurer,
		insurance or reinsurance (which approval shall not be revoked unless it is
		necessary to protect the interests of the Lessor), Lessor and/or its brokers
		will consult with Lessee and Lessees brokers (as for the time being
		approved by Lessor) regarding whether that approval should be revoked to
		protect the interests of the parties insured. If, following such consultation,
		Lessor considers on reasonable grounds that any change should be made, Lessee
		will then arrange or procure the arrangement of alternative cover satisfactory
		to Lessor.




**9.3**

			 **Insurance
				  Undertakings and Information******




Lessee
		will:




(a)

			 comply
				  with the terms and conditions of each policy of the Insurances and not do,
				  consent or agree to any act or omission which:




(i)

			 invalidates
				  or may invalidate the Insurances; or




(ii)

			 renders
				  or may render void or voidable the whole or any part of any of the Insurances;
				  or




(iii)

			 brings
				  any particular liability within the scope of an exclusion or exception to the
				  Insurances;




(b)

			 not take
				  out without the prior written approval of Lessor any insurance or reinsurance
				  in respect of the Aircraft other than that which is required under the Lease
				  unless relating solely to hull total loss, business interruption, profit
				  commission, engine breakdown cover and deductible risk and which does not in
				  any event adversely affect the Insurances required to be maintained hereunder;




(c)

			 commence
				  renewal procedures at least thirty (30) days prior to expiry of any of the
				  Insurances and provide to Lessor:




(i)

			 if
				  requested by Lessor, a written status report of renewal negotiation fourteen
				  (14) days prior to each expiry date of the Insurances;




(ii)

			 telecopy
				  confirmation of completion of renewal prior to each policy expiry date;




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(iii)

			 certificates
				  of insurance (and where appropriate certificates of reinsurance), and
				  brokers (and any reinsurance brokers) letter of undertaking in a
				  form acceptable to Lessor in English, detailing the coverage and confirming the
				  insurers (and any reinsurers) agreement to the specified insurance
				  requirements of the Lease and opining that the Insurances comply with the
				  requirements of the Lease within seven (7) days after each renewal date;




(d)

			 on
				  request, provide to Lessor copies of documents or other information evidencing
				  the Insurances; and




(e)

			 provide
				  any other insurance and reinsurance related information, or assistance, in
				  respect of the Insurances as Lessor may reasonably require.




**9.4**

			 **Failure
				  to Insure**




If
		Lessee fails to maintain any of the Insurances in compliance with the Lease,
		each of the Indemnitees will be entitled but not bound (without prejudice to
		any other rights of Lessor under the Lease):




(a)

			 to pay
				  the premiums due or to effect and maintain insurances satisfactory to it or
				  otherwise remedy Lessees failure in such manner (including, without
				  limitation to effect and maintain an owners interest policy)
				  as it considers appropriate so as to ensure that the relevant requirements of
				  the Lease are complied with. Any sums so expended by it will become immediately
				  due and payable by Lessee to Lessor together with interest thereon at the
				  Interest Rate, from the date of expenditure by it up to the date of
				  reimbursement by Lessee; and




(b)

			 at any
				  time while such failure is continuing to require the Aircraft to remain at any
				  airport or to proceed to and remain at any airport designated by it until the
				  failure is remedied to its satisfaction.




If
		Lessee is unable to maintain Comprehensive Aircraft Third Party Legal Liability
		War and Allied Risks cover in the scope and in an amount complying with Clause
		1.1(d) of Schedule 7 (Third Party Legal Liability War Risk
		Deficiency) in circumstances where (i) the failure is not attributable to
		any act or omission on the part of Lessee or Guarantor and (ii) the Third Party
		Legal Liability War Risk Deficiency is as a result of an event or series of
		events affecting the aviation insurance market generally, then Lessee shall not
		be in breach of its obligations under this Section 9 and Schedule 7 so long as
		(aa) Lessee ensures that the Aircraft is grounded at an airport or aircraft
		maintenance facility while the Third Party Legal Liability War Risk Deficiency
		exists and (bb) Lessee has in place ground risk insurance cover in respect of
		the Aircraft that otherwise complies with the terms of the Lease and is
		satisfactory to Lessor in its discretion.




**9.5**

			 **Continuing
				  Indemnity**




Lessee
		shall effect and maintain insurance after the Expiry Date with respect to its
		liability under Clause 10 (Indemnity) ** for two
		(2) years, and such insurance shall name each Indemnitee as an additional
		insured.




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**10.**

			 **INDEMNITY**




(a)

			 Except
				  as provided in Clause 10(b) below, Lessee agrees to assume liability for and to
				  indemnify each of the Indemnitees against and agrees to pay on demand any and
				  all Losses which an Indemnitee suffers or incurs at any time, whether directly
				  or indirectly, arising out of, related to or in any way connected
				  with:




(i)

			 the
				  ownership, maintenance, repair, possession, transfer of ownership or
				  possession, import, export, registration, storage, modification, leasing,
				  insurance, inspection, testing, design, date processing, subleasing, use,
				  condition or other matters relating to the Aircraft (regardless of whether such
				  Losses are based on strict liability in tort, any act or omission, including
				  the negligence, of any Indemnitee, or otherwise); or




(ii)

			 any
				  breach by Lessee of any of its obligations under the Lease;
				  or




(iii)

			 the
				  design of any article or material in the Aircraft, any Engine or any Part or
				  its operation, including any defect in design and regardless of whether it is
				  discoverable, and any infringement of patent, copyright, trademark, design or
				  other proprietary right claimed by any Person or a breach of any obligation of
				  confidentiality claimed to be owed to any Person.




(b)

			 Lessee
				  is not required to indemnify any particular Indemnitee under this Clause, to
				  the extent a particular Loss is:




(i)

			 caused
				  solely by the gross negligence or willful misconduct of that
				  Indemnitee;




(ii)

			 caused
				  solely by Lessors breach of the Lease which does not result from a
				  Default;




(iii)

			 related
				  to any Taxes;




(iv)

			 is
				  expressly subject to indemnification of the same Indemnitee by another
				  provision of the Lease;




(v)

			 consists
				  of (a) a loss of profit to an Indemnitee, (b) a dimunition in the value of the
				  Aircraft other than due to an Event of Loss, (c) Lessors normal
				  administrative costs and expenses, or (d) costs and expenses expressly imposed
				  by the Lease on Lessor except in a case where any of (a) through (d) is caused
				  by Lessees breach of its obligations under the Lease;




(vi)

			 caused
				  solely by an event which occurs before the commencement of the Term (except
				  where the Loss is suffered during the Term as a result of a pre-Delivery defect
				  in or otherwise arises out of or relates to or is any way connected with the
				  manufacture, design, maintenance, repair, rebuilding, overhaul or modification
				  of the Aircraft); or




(vii)

			 caused
				  solely by an event which occurs after the proper redelivery of the Aircraft to
				  Lessor hereunder and is not attributable to any act, omission, event or
				  circumstance occurring prior to such redelivery.




(c)

			 In the
				  event that Lessor or another Indemnitee recovers separate, non-revocable
				  compensation for a Loss from a third party which duplicates in whole or in part
				  the indemnification received from Lessee hereunder, Lessor or such other
				  Indemnitee, as the case may be, shall reimburse Lessee to the extent of such
				  duplicate payment.




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(d)

			 Lessor
				  agrees that it shall, promptly after it has actual knowledge of a claim which
				  will give rise to a Loss described in Clause 10 (a) ( a Claim),
				  give written notice (providing reasonable details) of such Claim to Lessee,
				  whereupon, provided no Default shall have occurred and be continuing, Lessee
				  shall have the right, upon receipt of Lessors prior written consent
				  (which consent will not be unreasonably withheld or delayed), to assume and
				  conduct promptly and diligently the defense of the relevant Indemnitee with
				  respect to a Claim, provided further that:




(i)

			 Lessee
				  shall have consulted, and continue to consult, with Lessor as to the
				  appropriate defense;




(ii)

			 Lessee
				  shall have made adequate provision or reserve with respect to such Claim and
				  any associated costs and expenses (having regard to the nature and amount of
				  such Claim, cost and expense) and shall have indemnified or agreed to indemnify
				  the Indemnitees as a result of such Claim or its defense by
				  Lessee;




(iii)

			 None of
				  the Indemnitees shall be prevented by this Clause 10(d) from settling or paying
				  any Claim immediately if such Indemnitee is absolutely required by applicable
				  law to do so, and it will use all commercially reasonable efforts to preserve
				  Lessees rights and ability to contest such Claim; and




(iv)

			 Lessor
				  shall be entitled, upon consultation with and prior written notice to Lessee,
				  to terminate Lessees participation in the defense of a Claim where an act
				  or failure to act by Lessee indicates that the interest of the Indemnitees
				  could reasonably be expected to be materially adversely prejudiced by
				  Lessees continued defense of such Claim.




(e)

			 The
				  delay or failure of Lessor to give notice to Lessee in accordance with Clause
				  10(d) will not discharge or release Lessee from any of its Indemnification
				  obligations under Clause 10(a), provided, however, that Lessee shall not be
				  required to indemnify Lessor in respect of any increase in any Claim to the
				  extent that that increase arises solely and directly as a result of a breach by
				  Lessor of its obligations to notify lessee in accordance with Clause
				  10(d).




**11.**

			 **EVENTS
				  OF LOSS**




**11.1**

			 **Events
				  of Loss**




(a)

			 If an
				  Event of Loss occurs prior to Delivery of the Aircraft, the Lease will
				  immediately terminate and except as expressly stated in the Lease neither party
				  will have any further obligation, other than pursuant to Clause 5.21 and Clause
				  3 of Schedule 4, except that Lessor will promptly return the Deposit (if any)
				  to Lessee and return to Lessee or cancel any Letter of Credit or
				  Guaranty.




(b)

			 If an
				  Event of Loss occurs after Delivery, Lessee will pay the Agreed Value to Lessor
				  on or prior to the earlier of (i) sixty (60) Business Days after the Event of
				  Loss and (ii) the date of receipt of insurance proceeds in respect of that
				  Event of Loss (in either case the Settlement Date), unless within
				  that period the Aircraft is restored to Lessor or Lessee and all damage has
				  been fully repaired to Lessors satisfaction (or, in the case of an Event
				  of Loss coming within paragraph (c) of the definition of Event of Loss and
				  involving loss of Owners title to the Aircraft, if both Owners
				  title to the Aircraft is restored and possession of the aircraft is restored to
				  either Lessor or Lessee).




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(c)

			 The
				  receipt by Lessor of the insurance proceeds in respect of the Event of Loss on
				  or prior to the Settlement Date shall discharge Lessee from its obligation to
				  pay the Agreed Value to the Lessor pursuant to this Clause 11.1, provided such
				  proceeds are not less than the Agreed Value. If the insurance proceeds are paid
				  initially to Lessee and not to Lessor, they may be retained by Lessee if Lessee
				  shall have paid the Agreed Value to Lessor, otherwise Lessee shall pay the
				  Agreed Value to Lessor within 3 Business Days of the receipt by Lessee of such
				  proceeds (but, in any event, not later than the Settlement Date). If Lessee
				  pays the Agreed Value to Lessor in accordance with this Clause 11.1(c) and
				  provided, no Event of Default shall have occurred and be continuing, Lessor
				  shall promptly assign to Lessee its rights under the Insurances to receive the
				  insurance proceeds in respect of the Event of Loss (to the extent that such
				  proceeds shall not have been paid to Lessee and, provided further, that upon
				  cure or non-continuance of any such Event of Default, Lessee shall be entitled
				  to an assignment of such rights).




(d)

			 Subject
				  to the rights of any insurers and reinsurers or other third party, upon
				  irrevocable payment in full to Lessor of the Agreed Value and all other amounts
				  which may be or become payable to Lessor under the Lease, and if Lessee
				  requests such transfer, Lessor will, or will procure that Owner will, without
				  recourse or warranty (except as to the absence of Lessors Liens) transfer
				  to Lessee or will procure that Owner transfers to Lessee legal and beneficial
				  title, subject to no Lessors Liens (but otherwise without warranty), to
				  the Aircraft, on an AS IS, WHERE IS basis, and will at Lessees expense,
				  execute and deliver or will procure that Owner executes and delivers such bills
				  of sale and other documents and instruments as Lessee may reasonably request to
				  evidence (on the public record or otherwise) such transfer, free and clear of
				  all rights of Lessor and Owner and Lessor Liens. Lessee shall indemnify, on an
				  After-Tax Basis, Lessor, Owner and each other Tax Indemnitee for all fees,
				  expenses and Taxes other than Lessor Taxes incurred by Lessor, Owner or any
				  other Tax Indemnitee in connection with any such transfer.




**11.2**

			 **Requisition**




During
		any requisition for use or hire of the Aircraft, any Engine or Part which does
		not constitute an Event of Loss:




(a)

			 the Rent
				  and other charges payable under the Lease will not be suspended or abated
				  either in whole or in part, and Lessee will not be released from any of its
				  other obligations (other than operational and maintenance obligations with
				  which Lessee is unable to comply solely by virtue of the requisition, provided
				  that promptly following the expiry of such requisition Lessee shall restore the
				  Aircraft to the condition required by the Lease); and




(b)

			 so long
				  as no Default has occurred and is continuing, Lessee will be entitled to any
				  compensation paid by the requisitioning authority in respect of such
				  authoritys use of the Aircraft, such Engine or such Part during the Term
				  (provided, that upon cure of any such Default, Lessee shall be entitled to any
				  such hire paid by the requisitioning authority) . Lessee will, as soon as
				  practicable after the end of any such requisition, cause the Aircraft to be put
				  into the condition required by the Lease. Lessor will be entitled to all
				  compensation payable by the requisitioning authority in respect of any change
				  in the structure, state or condition of the Aircraft arising during the period
				  of requisition, and Lessor will apply such compensation in reimbursing Lessee
				  for the cost of complying with its obligations under the Lease in respect of
				  any such change, but, if any Default has occurred and is continuing, Lessor may
				  apply the compensation in or towards settlement of any amounts owing by Lessee
				  under the Lease.




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**12.**

			 **RETURN
				  OF AIRCRAFT******




**12.1**

			 **Return**




On the
		Expiry Date or redelivery of the Aircraft pursuant to Clause 13.2 or
		termination of the leasing of the Aircraft under the Lease, Lessee will, unless
		an Event of Loss has occurred, redeliver the Aircraft and the Aircraft
		Documents and Records at Lessees expense to Lessor at the Redelivery
		Location, in accordance with the procedures and in compliance with the
		conditions set forth in Schedule 6, free and clear of all Security Interests
		(other than Lessor Liens), in a condition suitable for immediate operation
		under JAR 121 or FAR Part 121, as appropriate depending on the type of the
		Aircraft, (or as may otherwise be provided in the Aircraft Lease Agreement) and
		qualifying for and having a valid and fully effective certificate of
		airworthiness issued by the Air Authority. If requested by Lessor, Lessee shall
		thereupon cause the Aircraft to be deregistered by the Air Authority.




**12.2**

			 **Non-Compliance**




If at
		the time of Final Inspection Lessee has not fully complied with any of its
		obligations under the Lease (including Schedule 6 hereto), or Lessee fails to
		make the Aircraft available to Lessor on a timely basis for inspection and
		redelivery pursuant to Clause 12.1 and Schedule 6 hereto (whether such failure
		is due to any act or omission of Lessee or any other circumstance whatsoever),
		the Term shall be extended until the time when the Aircraft has been
		redelivered to Lessor in full compliance with the Lease, for the sole purpose
		of enabling such non-compliance or failure to be promptly rectified, and during
		such extension period:




(a)

			 Lessee
				  shall promptly rectify such non-compliance or failure;




(b)

			 Lessee
				  shall not use the Aircraft in flight operations except those related directly
				  to the redelivery of the Aircraft to Lessor;




(c)

			 all
				  Lessees obligations and covenants under the Lease will remain in full
				  force until Lessee so redelivers the Aircraft; and




(d)

			 Lessee
				  shall pay Rent to Lessor at a rate per month equal to the amount of Rent
				  payable in respect of the last scheduled Rental Period, calculated on a per
				  diem basis.




Lessor
		may elect (either on first tender of the Aircraft by Lessee or at any time
		during the said extension period) to accept redelivery of the Aircraft
		notwithstanding non-compliance with Clause 12.1 or Schedule 6, in which case
		Lessee will indemnify Lessor on an After-Tax Basis, and provide cash to Lessor
		(in an amount satisfactory to Lessor) as security for that indemnity, for the
		cost to Lessor of putting the Aircraft into the condition required by the
		Lease.




At any
		time during the extension period provided by this Clause 12.2 Lessor may demand
		that Lessee deliver possession of the Aircraft. Upon such demand by Lessor,
		Lessee shall forthwith deliver possession of the Aircraft to Lessor at the
		Redelivery Location or such other location as Lessor may reasonably designate,
		if in the reasonable opinion of Lessor the Aircraft can be flown immediately or
		can be put in flight ready status with three (3) Business Days, and failure of
		Lessee to do so deliver the Aircraft within three (3) Business Days of
		Lessors demand shall be deemed an immediate Event of Default
		notwithstanding any provision to the contrary contained in Schedule 9,
		Paragraph (c).




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**12.3**

			 **Redelivery**




Upon
		redelivery Lessee will provide to Lessor all documents necessary to export the
		Aircraft from the Habitual Base and the State of Registry (including, without
		limitation, a valid and subsisting export license (if applicable) and export
		certificate of airworthiness for the Aircraft) or required in relation to the
		deregistration of the Aircraft with the Air Authority.




**12.4**

			 **Acknowledgement**




Provided
		Lessee has complied with its obligations under Clause 12 and Schedule 6 of the
		CTA, following redelivery of the Aircraft by Lessee to Lessor at the Redelivery
		Location, Lessor will deliver to Lessee an acknowledgement confirming that
		Lessee has redelivered the Aircraft to Lessor in accordance with the Lease
		which acknowledgement shall be without prejudice to Lessors accrued and
		continuing rights under the Lease or any Other Agreement.






**13.**

			 **DEFAULT**




**13.1**

			 **Events**




The
		occurrence of any of the Events of Default will constitute a repudiation (but
		not a termination) of the Lease by Lessee (whether the occurrence of any such
		Event of Default is voluntary or involuntary or occurs by operation of Law or
		pursuant to or in compliance with any judgment, decree or order of any court or
		any order, rule or regulation of any Government Entity).




**13.2**

			 **Rights
				  and Remedies**




If an
		Event of Default occurs, Lessor may at its option (and without prejudice to any
		of its other rights under the Lease), at any time thereafter (without notice to
		Lessee except as required under applicable Law):




(a)

			 accept
				  such repudiation and by notice to Lessee and with immediate and automatic
				  effect cause the cancellation of the leasing of the Aircraft (but without
				  prejudice to the continuing obligations of Lessee under the Lease or to
				  Lessors right to recover damages under paragraph (c) hereof and to be
				  indemnified against Loss under Clause 13.3), whereupon all rights of Lessee
				  under the Lease shall cease; and/or




(b)

			 proceed
				  by appropriate court action or actions to enforce performance of the Lease
				  including the payment of all Rent and all other amounts payable to Lessor or
				  any Indemnitee pursuant to the terms of the Lease; and/or




(c)

			 proceed
				  by appropriate court action or actions to recover damages (including without
				  limitation in respect of any Loss as described in Clause 13.3)for the breach of
				  the Lease;




(d)

			 either:




(i)

			 enter
				  upon the premises where all or any part of the Aircraft is located and take
				  immediate possession of and, at Lessors sole option, remove the same
				  (and/or any engine which is not an Engine but which is installed on the
				  Airframe, subject to the rights of the lessor or secured party thereof), all
				  without liability accruing to Lessor for or by reason of such entry or taking
				  of possession whether for the restoration of damage to property, conversion or
				  otherwise, caused by such entry or taking, except damages caused by gross
				  negligence or willful misconduct; or




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(ii)

			 by
				  delivering notice to Lessee, require Lessee to redeliver the Aircraft to Lessor
				  at the
				  Redelivery Location (or such other location as Lessor may require) on the date
				  specified in such notice and in all respects in the condition required by the
				  Lease upon the Return Occasion (it being understood that Lessee shall not delay
				  any such return for the purpose of placing the Aircraft in such condition, but
				  shall nevertheless be liable to Lessor for the failure of the Aircraft to be in
				  such condition); and/or




(e)

			 draw
				  upon the Deposit or the Letter of Credit and apply such amounts to any amounts
				  owing to Lessor hereunder and/or make demand against any Guarantor for any or
				  all of the foregoing.




In
		addition to the foregoing, Lessor shall be entitled to exercise such other
		rights and remedies as may be available under applicable Law and Lessee shall
		be liable on an After-Tax Basis for, and shall pay Lessor on demand: (i) 
		interest on all unpaid amounts at the Interest Rate, from the due date until
		the date of payment in full; (ii) all reasonable legal fees and other
		reasonable costs and expenses incurred by Lessor by reason of the occurrence of
		any Event of Default or the exercise of Lessors remedies with respect
		thereto; and (iii) all reasonable expenses, disbursements, costs and fees
		incurred in (A) repossessing, storing, preserving, shipping, maintaining,
		repairing and refurbishing the Aircraft, the Airframe, any Engine or Part to
		the condition required by Clause 12 hereof and (B) preparing the Aircraft,
		the Airframe, an Engine or Part for sale or lease, advertising the sale or
		lease of the Aircraft, the Airframe, an Engine or Part and selling or releasing
		the Aircraft, the Airframe, an Engine or Part.




Lessor
		is hereby authorized and instructed, but shall have no obligation, to make any
		expenditures which Lessor, in its sole discretion, considers advisable to
		repair and restore the Aircraft, the Airframe, an Engine or Part to the
		condition required by Clause 12 hereof (it being understood that Lessee shall
		be liable for all such expenditures).




Lessee
		hereby agrees that, in the event of the return to or repossession by Lessor of
		the Aircraft, the Airframe, an Engine or Part, any rights in any warranty
		(express or implied) previously assigned to Lessee or otherwise held by Lessee
		shall without further act, notice or writing be assigned or reassigned to
		Lessor, if assignable.




No
		remedy referred to in this Clause 13 is intended to be exclusive, but, to the
		extent permissible under the Lease or under applicable Law, each shall be
		cumulative and in addition to any other remedy referred to above or otherwise
		available to Lessor at Law or in equity; and the exercise or beginning of
		exercise by Lessor of any one or more of such remedies shall not preclude the
		simultaneous or later exercise by Lessor of any or all of such other remedies;
		provided, however, that nothing in this Clause 13 shall be construed to
		permit Lessor to obtain a duplicate recovery of any element of damages or Loss
		(pursuant to Clause 13.3) to which Lessor is entitled. No express or implied
		waiver by Lessor of any Default or Event of Default shall in any way be, or be
		construed to be, a waiver of any future or subsequent Default or Event of
		Default.




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**13.3**

			 **Default
				  Indemnity**




If an
		Event of Default occurs, or the Aircraft is not delivered on the proposed
		Delivery Date by reason of failure of Lessee to satisfy any conditions to that
		delivery, Lessee will indemnify Lessor on demand against any Loss which Lessor
		may sustain or incur directly or indirectly as a result of such Event of
		Default or non-delivery, including (but not limited to):




(a)

			 any loss
				  of profit suffered by Lessor because of Lessors inability to place the
				  Aircraft on lease with another lessee on terms as favorable to Lessor as the
				  Lease, or because whatever use, if any, to which Lessor is able to put the
				  Aircraft upon its return to Lessor, or the funds arising upon a sale or other
				  disposal of the Aircraft, is not as profitable to Lessor as the Lease;




(b)

			 any
				  amount of principal, interest, fees or other sums whatsoever paid or payable on
				  account of funds borrowed in order to carry any unpaid amount;




(c)

			 any Loss
				  which may be incurred in repaying funds raised to finance the Aircraft or in
				  unwinding any swap, forward interest rate agreement or other financial
				  instrument relating in whole or in part to Lessors financing of the
				  Aircraft; and




(d)

			 any Loss
				  sustained or incurred by Lessor in or as a result of exercising any of its
				  rights or remedies pursuant to Clause 13.2 or as a result of Lessees
				  failure to redeliver the Aircraft on the date, at the place and in the
				  condition required by the Lease.




Lessor
		will use reasonable endeavors to mitigate such Losses, but (i) Lessor shall not
		be obliged to consult with Lessee concerning any proposed course of action or
		to notify Lessee of the taking of any particular action, and (ii) this
		provision is without prejudice to Lessors rights under Clause
		13.4.




**13.4**

			 **Sale
				  or Re-Lease**




If an
		Event of Default occurs and is continuing, Lessor may at its option (and
		without prejudice to any of its other rights under the Lease) sell or re-lease
		or otherwise deal with the Aircraft at such time and in such manner and on such
		terms (including without notice to Lessee except as required by applicable Law
		as Lessor considers appropriate in its absolute discretion, free and clear of
		any interest of Lessee, as if the Lease had never been entered into. Lessor
		shall have no duty or obligation to sell the Aircraft, and Lessor shall be
		obligated to attempt to re-lease the Aircraft only to the extent, if any, that
		it is required to do so under Article 2A of the UCC, and Lessee hereby
		disclaims any right to compel Lessor to sell or o therwise
		re-lease the Aircraft; provided always, however, that exercise of the rights
		set forth in this clause shall be consistent with the with Lessors
		mitigation obligations under applicable Law




**13.5**

			 **Deregistration**




If an
		Event of Default occurs and has not been remedied to the satisfaction of Lessor
		acting reasonably (to the extent to which such Event of Default can be
		remedied), Lessee will at the request of Lessor immediately take all steps
		necessary to effect (if applicable) deregistration of the Aircraft and its
		export from the country where the Aircraft is for the time being situated, and
		any other steps necessary to enable the Aircraft to be redelivered to Lessor in
		accordance with the Lease and Lessee hereby irrevocably and by way of security
		for its obligations under the Lease appoints (which appointment is coupled with
		an interest) Lessor as its attorney-in-fact to execute and deliver any
		documentation and to do any act or thing required in connection with the
		foregoing.




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**13.6**

			 **Power
				  of Attorney**




Lessee
		hereby appoints Lessor as the attorney-in-fact of Lessee, with full authority
		in the place and stead of Lessee and in the name of Lessee or otherwise, for
		the purpose of carrying out the provisions of the Lease and taking any action
		and executing any instrument that Lessor may deem necessary or advisable to
		accomplish the purposes hereof; provided, however, that Lessor may only take
		action or execute instruments under this Clause 13 after an Event of Default
		has occurred and is continuing. Lessee hereby declares that the foregoing
		powers are granted for valuable consideration, constitute powers granted as
		security for the performance of the obligations of Lessee hereunder and are
		coupled with an interest and shall be irrevocable. Without limiting the
		generality of the foregoing or any other rights of Lessor under the Lease, upon
		the occurrence and during the continuation of an Event of Default, Lessor shall
		have the sole and exclusive right and power to (i) settle, compromise,
		compound, adjust or defend any actions, suits or proceedings relating to or
		pertaining to the Aircraft, Airframe or any Engine, or the Lease and (ii) make
		proof of loss, appear in and prosecute any action arising from any policy or
		policies of insurance maintained pursuant to the Lease, and settle, adjust or
		compromise any claims for loss, damage or destruction under, or take any other
		action in respect of, any such policy or policies. The foregoing delegation of
		power shall not apply to the settlement of Lessees claims against and in
		litigation with Lessor and shall not derogate from Lessors duty to
		mitigate losses under applicable Law.




**13.7**

			 **Administration
				  Order**




If an
		administrator appointed for Lessee obtains an order of the court (the
		order) pursuant to any insolvency Law authorizing the sale or other
		disposal of the Aircraft, then in addition to (and without prejudice to
		Lessees obligation to pay) other amounts hereunder, Lessee will,
		immediately upon such order being made, pay to Lessor the net proceeds of sale
		of the Aircraft, together with such additional amounts as may be required to
		pay to Lessor an amount equal to the Agreed Value of the Aircraft, plus any sum
		which the court determines may be required to make good the deficiency referred
		to in such insolvency Law.




**14.**

			 **ASSIGNMENT******




**14.1**

			 **L****essee**




LESSEE
		WILL NOT ASSIGN, DELEGATE OR OTHERWISE TRANSFER (VOLUNTARILY, INVOLUNTARILY, BY
		OPERATION OF LAW OR OTHERWISE) ANY OF ITS RIGHTS OR OBLIGATIONS UNDER THE LEASE
		(INCLUDING THE AIRCRAFT LEASE AGREEMENT OR THIS CTA), OR CREATE OR PERMIT TO
		EXIST ANY SECURITY INTEREST OVER ANY OF ITS RIGHTS UNDER THE LEASE (INCLUDING
		THE AIRCRAFT LEASE AGREEMENT OR THIS CTA), AND ANY ATTEMPT TO DO SO SHALL BE
		NULL AND VOID. The foregoing shall not be construed to prohibit a Permitted
		Sub-Lease.




**14.2**

			 **Lessor**




Lessee
		acknowledges and agrees that Lessor will, if applicable under the Financing
		Documents, assign as security Lessors interest in the Lease as described
		in the Acknowledgement and Agreement referred to in Schedule 3.




Lessor
		may, without the consent of Lessee, transfer all or any of its rights or
		obligations under the Lease or all or any of its right, title or interest in
		and to the Aircraft (each a Transfer), including pursuant
		to:




(a)

			 a sale
				  and leaseback; or




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(b)

			 a
				  novation or assignment of the Lease and/or a sale of the Aircraft (including to
				  a special purpose or securitization or monetization trust, fund, limited
				  liability company, corporation, partnership or other vehicle or in connection
				  with any other direct or indirect raising of capital); or




(c)

			 a
				  secured loan financing.




Lessor
		will promptly notify Lessee of any transfer and Lessee agrees promptly to
		execute and deliver in connection with any transfer such documents and
		assurances (including an acknowledgement of the transfer and a certificate as
		to the absence of any Default under the Lease) and to take such further action
		as Lessor may reasonably request to establish or protect the rights and
		remedies created or intended to be created in favor of the transferee in
		connection with any transfer. After any transfer, the transferee shall be
		entitled to be an Indemnitee and to such other rights under the Lease as Lessor
		shall specify. Upon an assignment or novation described in clause (b) that is
		to a Person described in Clause 14.3(c) below, Lessor shall be released
		from all obligations and liabilities under the Lease to the extent such
		obligations and liabilities are assumed by such transferee, and the Lease,
		including this CTA as in effect at that time and as incorporated in the
		Aircraft Lease Agreement, shall be deemed applicable as between Lessee and the
		transferee of the Lease and may be amended, supplemented or otherwise modified
		without the consent of the transferor (if this CTA is applicable to the Other
		Agreements not so transferred, it shall remain in full force and effect and may
		be amended, supplemented or otherwise modified without the consent of the
		transferee). Notwithstanding any such assignment or novation, Lessor, Owner,
		Financing Parties Representative and each other Indemnitee shall continue
		to be entitled to indemnification under Clause 10, and shall continue to be
		named as an additional insured under all Insurances referred to in Clause 9 for
		a period of not less than two years after such transfer. The agreements,
		covenants, obligations and liabilities contained in the Lease, including all
		obligations to pay Rent and indemnify each Indemnitee, are made for the benefit
		of Lessor (and, in the case of Clause 10, each other Indemnitee) and its or
		their respective successors and assigns, notwithstanding the possibility that
		any such Person was not originally a party to the Lease or may, at the time
		such enforcement is sought, not be a party to the Lease.




**14.3**

			 **Conditions**




In
		connection with any such Transfer by Lessor:




(a)

			 **Quiet
				  Enjoyment**: as a
				  condition precedent to such Transfer becoming effective, Lessor will procure
				  that the transferee or any new owner of the Aircraft (except where such new
				  owner is also the Lessor hereunder) or any new holder of a mortgage
				  over the Aircraft or any holder of an interest in the Aircraft or the Lease (by
				  way of security or otherwise), as the case may be, shall execute and deliver to
				  Lessee a letter of quiet enjoyment in respect of Lessees use and
				  possession of the Aircraft in a form substantially similar to Clause 7.1
				  hereof; and




(b)

			 **Costs**: Lessor
				  shall reimburse to Lessee its reasonable out-of-pocket expenses (including
				  reasonable legal fees and expenses) actually incurred in connection with
				  co-operating with Lessor in relation to any such Transfer referred to in this
				  Clause 14, provided that such expenses are substantiated to Lessors
				  reasonable satisfaction and provided, further, that no Default has occurred and
				  is continuing; and




(c)

			 **Transferee:**Any
				  transferee of Lessors interest in the Lease pursuant to a transfer
				  described in clause (b) of Clause 14.2, the effect of which is to result
				  in a release of Lessor from its obligations under the Lease, shall be a Person
				  (i) that is not, and no subsidiary of such Person nor any shareholder or parent
				  that controls or owns directly or indirectly more than 50% of the voting
				  capital of such Person, or any




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subsidiary
		of any such shareholder or parent shall be, in direct competition with the
		commercial airline business of Lessee, and (ii) that is either reasonably
		experienced in aircraft trading or leasing or will, for the duration of the
		Term, employ personnel or hire advisers that are reasonably experienced in
		aircraft trading or leasing.




(d)

			 **No
				  Increase to Lessees Obligations:**No
				  Transfer by Lessor shall have any adverse effect upon Lessees then
				  existing rights and obligations under the Lease or result in any increased
				  financial liability (including without limitation, any greater liability in
				  respect of Taxes) on the part of Lessee that would not have occurred but for
				  such Transfer having been effected.




In
		connection with an assignment by Lessor that is not a Transfer, such assignment
		shall be conditioned upon subclauses (b) and (d) above applying, and Lessee
		shall not be required to acknowledge any such assignment as described in
		Schedule 3 unless such assignment provides for a letter of quiet enjoyment for
		the benefit of Lessee as set forth in subclause (a) above. In the case of an
		assignment creating a security interest, such assignment shall provide for a
		letter of quiet enjoyment for the benefit of Lessee; and as a condition to the
		issuance of such letter, Lessee shall provide Lessor and the assignee with a
		written acknowledgment of the assignment in form and substance reasonably
		acceptable to Lessee.




**15.**

			 **MISCELLANEOUS******




**15.1**

			 **Illegality******




(a)

			 **Illegality
				  affecting Lessor or the Lease:**If it is
				  or becomes unlawful in any relevant jurisdiction for Lessor to give effect to
				  any of its obligations as contemplated by the Lease or to continue the
				  Lease:




(i)

			 Lessor
				  shall advise Lessee of such illegality and Lessor and Lessee shall consult with
				  each other in good faith (and on reasonable grounds) regarding any steps which
				  may be a taken to restructure the transaction to avoid such
				  illegality;




(ii)

			 If,
				  following the consultation referred to in subclause (i) above, Lessor is of the
				  reasonable opinion that the transaction may be so restructured without having a
				  material adverse effect on Lessee and/or any Indemnitee, then the transaction
				  shall be so restructured, at Lessors cost; and




(iii)

			 If,
				  following the consultation referred to in subclause (i) above, Lessor is of the
				  reasonable opinion that the transaction may not be so restructured without
				  having a material adverse effect on Lessee and/or any Indemnitee, then Lessor
				  may by notice in writing to Lessee terminate the leasing of the Aircraft under
				  the Lease, whereupon:




(A)

			 Lessee
				  shall redeliver the Aircraft to Lessor in accordance with Clause 12 and
				  Schedule 6 at the latest point in time permitted having regard to the
				  illegality and Lessor shall make the payments and take the steps (as
				  appropriate) as prescribed and within the timeframe set forth in subclauses (i)
				  - (iii) of Clause 5.11 of this CTA; and




(B)

			 no
				  Default shall be deemed to have occurred and Lessor shall not (in such case) be
				  entitled to the benefit of Clause 13.3 of this CTA.




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Notwithstanding
		the foregoing, Lessee shall have the right to waive performance by Lessor of
		such of Lessors obligations as are affected by the aforementioned
		illegality provided that such waiver is not itself illegal having regard to
		applicable Law. If such waiver shall have the effect of removing the illegality
		from the transaction, Lessee shall continue to lease the Aircraft in accordance
		with the Lease




(b)

			 **Illegality
				  affecting Lessee or the Lease:**




(i)

			 If it
				  becomes unlawful for Lessee to perform any of its obligations under the Lease
				  or the Lease becomes wholly or partly invalid or unenforceable, then, in such a
				  case, Lessor and Lessee shall consult together. If, following such
				  consultation, Lessor, acting reasonably, is of the opinion that alternative
				  arrangements are reasonably practicable and acceptable to Lessor, Lessor and
				  Lessee shall cooperate in good faith and on reasonable grounds and enter into
				  such alternative arrangements (at no cost to Lessor) to enable the transaction
				  contemplated by the Lease to continue on a lawful, valid and enforceable basis;
				  provided always that the rights and interests of each Indemnitee will not
				  thereby be materially prejudiced.




(ii)

			 If no
				  such alternative arrangements shall have been entered into within thirty
				  Business Days of the commencement of the illegality, invalidity or
				  unenforceability (as the case may be), then Lessor may at its option (and
				  without prejudice to any of its other rights under the Lease) at any time
				  thereafter, by notice to Lessee but with immediate effect, terminate the
				  letting of the Aircraft (but without prejudice to the continuing obligations of
				  Lessee under the Lease), whereupon all rights of Lessee under the Lease shall
				  cease and (A) Lessee shall immediately comply with Clause 12 and (B) the
				  provisions of Clauses 13.3, 13.4, 13.5, and 13.6 of this CTA shall apply as if
				  each reference therein to an Event of Default were a reference to the
				  occurrence of such unlawfulness, invalidity or unenforceability and to such
				  termination, provided that the provisions of this Clause 15.1(b) shall only
				  extend to partial illegality, invalidity, or unenforceability where, in
				  Lessors reasonable opinion, such partial illegality, invalidity or
				  unenforceability would materially adversely affect the interest of Lessor in
				  the Aircraft, the rights of Lessor under the Lease or Lessees ability to
				  perform its obligations under the Lease.




(iii)

			 The
				  eventualities described in this Clause 15.1(b) shall not be Events of Default,
				  but shall be lease termination events entitling Lessor to exercise the rights
				  described in Clause 15.1(b)(ii); provided, always, that any failure by Lessee
				  to comply with any of its obligations under Clause 15.1(b)(ii) shall constitute
				  an Event of Default entitling Lessor to invoke the rights and remedies provided
				  in the case of an Event of Default including without limitation those accorded
				  by Clause 13.2 .




**15.2**

			 **Waivers,
				  Remedies Cumulative**




The
		rights of each of Lessor and Lessee under the Lease may be exercised as often
		as necessary, are cumulative and not exclusive of its rights under any Law; and
		may be waived only in writing and specifically. Delay by Lessor or Lessee in
		exercising, or non-exercise of, any such right will not constitute a waiver of
		that right.




**15.3**

			 **Delegation**




Lessor
		may delegate to any Person all or any of the rights, powers or discretions
		vested in it by the Lease, and any such delegation may be made upon such terms
		and conditions and




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subject
		to such regulations (including power to sub-delegate) as Lessor in its absolute
		discretion thinks fit.




**15.4**

			 **Severability**




If a
		provision of the Lease is or becomes illegal, invalid or unenforceable in any
		jurisdiction, that will not affect:




(a)

			 the
				  legality, validity or enforceability in that jurisdiction of any other
				  provision of the Lease; or




(b)

			 the
				  legality, validity or enforceability in any other jurisdiction of that or any
				  other provision of the Lease.




**15.5**

			 **Remedy**




If
		Lessee fails to comply with any provision of the Lease, Lessor may, without
		being in any way obliged to do so or responsible for so doing and without
		prejudice to the ability of Lessor to treat such non-compliance as a Default,
		effect compliance on behalf of Lessee, whereupon Lessee shall become liable to
		pay immediately any sums expended by Lessor together with all costs and
		expenses (including legal fees and expenses) in connection with the
		non-compliance.




**15.6**

			 **Time
				  of Essence**




The time
		stipulated in the Lease for all payments payable by either party hereunder and
		the prompt, punctual performance of each partys other obligations under
		the Lease are of the essence of the Lease.




**15.7**

			 **Notices**




All
		notices under, or in connection with, the Lease will, unless otherwise stated,
		be given in writing by means of overnight courier service or facsimile. Any
		such notice is deemed effectively to be given when received by the recipient
		(or if receipt is refused by the intended recipient, when so refused).




The
		addresses and facsimile and telephone numbers of Lessee and Lessor are as set
		forth i n the
		Aircraft Lease Agreement.




**15.8**

			 **Governing
				  Law; Jurisdiction****;
				  WAIVER OF JURY TRIAL**




(a)

			 PURSUANT
				  TO AND IN ACCORDANCE WITH SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
				  LAW, THE PARTIES HERETO AGREE THAT THE LEASE IN ALL RESPECTS SHALL BE GOVERNED
				  BY, AND CONSTRUED IN ACCORDANCE WITH, THE GOVERNING LAW AS APPLIED TO CONTRACTS
				  TO BE PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK (EXCLUSIVE OF SECTION 7-101
				  OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH IS INAPPLICABLE TO THE LEASE).
				  THE U.N. CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALES OF GOODS IS NOT
				  APPLICABLE TO THE LEASE. ALL OF THE TERMS OF THE LEASE MUST BE CONSTRUED IN
				  ACCORDANCE WITH THE GOVERNING LAW APPLICABLE TO DOMESTIC TRANSACTIONS IN THE
				  JURISDICTION TO WHICH THE GOVERNING LAW PERTAINS.




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Pursuant
		to and in accordance with Section 5-1402 of the New York General Obligations
		Law, Lessee and Lessor each agree that the United States District Court for the
		Southern District of New York and any New York state court sitting in the
		Borough of Manhattan, County of New York, New York, and all related appellate
		courts, are to have non-exclusive jurisdiction to settle any disputes arising
		out of or relating to the Lease and submits itself and its property to the
		non-exclusive jurisdiction of the foregoing courts with respect to such
		dispute;




(b)

			 Without
				  prejudice to any other mode of service, Lessee:




(i)

			 appoints
				  Kaplan, von Ohlen & Massamillo LLC, 90 Park Avenue, 18thfloor,
				  New York, New York 10016, U.S.A. (attn: Eugene Massamillo, Esq.) as its agent
				  for service of process relating to any proceedings before the New York courts
				  in connection with the Lease and agrees to maintain the process agent in New
				  York notified to Lessor;




(ii)

			 agrees
				  that failure by a process agent to notify Lessee of the process shall not
				  invalidate the proceedings concerned; and




(iii)

			 consents
				  to the service of process relating to any such proceedings by prepaid mailing
				  of a copy of the process to Lessees agent at the address identified in
				  paragraph (i) or by prepaid mailing by air mail, certified or registered mail
				  of a copy of the process to Lessee at the address set forth in Aircraft Lease
				  Agreement.




(c)

			 Lessor
				  and Lessee each:




(i)

			 waives
				  to the fullest permitted by Law any objection which Lessee may now or hereafter
				  have to the courts referred to in Clause 15.8(a) above on grounds of
				  inconvenient forum or otherwise as regards proceedings in connection with the
				  Lease;




(ii)

			 waives
				  to the fullest extent permitted by Law any objection which it may now or
				  hereafter have to the laying of venue of any suit, action or proceeding arising
				  out of or relating to the Lease brought in the courts referred to in Clause
				  15.8(a); and




(iii)

			 agrees
				  that a judgment or order of any court referred to in Clause 15.8(a) in
				  connection with the Lease is conclusive and binding on it and may be enforced
				  against it in the courts of any other jurisdiction.




(d)

			 Nothing
				  in this Clause 15.8 limits the right of Lessor or Lessee to bring proceedings
				  against the other in connection with the Lease in any other court of competent
				  jurisdiction; or concurrently in more than one jurisdiction.




(e)

			 Lessor
				  and Lessee each irrevocably and unconditionally:




(i)

			 agrees
				  that if the other party brings legal proceedings against it or its assets in
				  relation to the Lease no sovereign or other immunity from such legal
				  proceedings (which will be deemed to include suit, court jurisdiction,
				  attachment prior to judgment, attachment in aid of execution of a judgment,
				  other attachment, the obtaining of judgment, execution of a judgment or other
				  enforcement or legal process or remedy) will be claimed by or on behalf of
				  itself or with respect to its assets;




(ii)

			 waives
				  any such right of immunity which it or its assets now has or may in the future
				  acquire and agrees that the foregoing waiver shall have the fullest




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extent
		permitted under the Foreign Sovereign Immunities Act of 1976 of the United
		States and is intended to be irrevocable for the purposes of such Act;
		and




(iii)

			 consents
				  generally in respect of any such proceedings to the giving of any relief or the
				  issue of any process in connection with such proceedings including, without
				  limitation, the making, enforcement or execution against any property
				  whatsoever (irrespective of its use or intended use) of any order or judgment
				  which may be made or given in such proceedings.




(f)

			 EACH OF
				  LESSEE AND LESSOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL
				  RIGHTS TO A JURY TRIAL IN RESPECT OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
				  ARISING OUT OF THE LEASE OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT
				  MATTER OF THE TRANSACTIONS CONTEMPLATED THEREBY OR THE LESSOR/LESSEE
				  RELATIONSHIP BEING ESTABLISHED, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS,
				  TORT CLAIMS, BREACH OF DUTY CLAIMS AND OTHER COMMON LAW AND STATUTORY CLAIMS.
				  EACH OF LESSOR AND LESSEE REPRESENTS AND WARRANTS THAT EACH HAS REVIEWED AND
				  VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH ITS LEGAL
				  COUNSEL. THIS WAIVER IS IRREVOCABLE, AND THIS WAIVER SHALL APPLY TO ANY
				  SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THE LEASE. IN
				  THE EVENT OF LITIGATION, THIS CLAUSE MAY BE FILED AS A WRITTEN CONSENT TO A
				  TRIAL BY THE COURT.




**15.9**

			 **Sole
				  and Entire Agreement****;
				  True Lease**




The
		Lease is the sole and entire agreement between Lessor and Lessee in relation to
		the leasing of the Aircraft, and supersedes all previous agreements in relation
		to that leasing. Any amendments to the Lease must be made in writing and signed
		on behalf of Lessor and Lessee.




The
		parties intend and agree that the Lease:




(a)

			 constitutes
				  a true lease, and not a security interest as defined in
				  Section 1-201(37) of the UCC;




(b)

			 constitutes
				  a true lease for United States federal income tax purposes;
				  and




(c)

			 confers
				  only a leasehold interest on Lessee in and to the Aircraft on and subject to
				  the terms of the Lease, and no ownership or other interest with respect to the
				  Aircraft is provided to Lessee under the Lease.




**15.10**

			 **Indemnitees**




All
		rights expressed to be granted to each Indemnitee (other than Lessor) under the
		Lease are given to Lessor on behalf of that Indemnitee.




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**15.11**

			 **Counterparts**




The
		Lease (including the Aircraft Lease Agreement and this CTA) may be executed in
		two or more counterparts, each of which shall be deemed an original, but all of
		which together shall constitute one and the same instrument. To the extent, if
		any, that the Lease constitutes chattel paper (as such term is defined in the
		Uniform Commercial Code as in effect in any applicable jurisdiction), no
		security interest in the Lease may be created through the transfer or
		possession of any counterpart other than the original counterpart, which shall
		be identified as the counterpart designated as the original on the
		signature page of the Aircraft Lease Agreement by Financing Parties
		Representative, Owner or Lessor, as the case may be.




**15.12**

			 **Language**




All
		notices to be given under the Lease will be in English. All documents delivered
		to Lessor pursuant to the Lease (including without limitation any documents to
		be delivered pursuant to the Conditions Precedent) will be in English, or if
		not in English, will be accompanied by a certified English translation. If
		there is any inconsistency between the English version of the Lease and any
		version in any other language, the English version will prevail.




**15.13**

			 **Survival**




Lessee
		or Lessor obligations under the Lease which are expressly or by necessary
		implication intended to continue past the expiration or termination of the
		Lease (including without limitation Lessee and Lessor obligations, as
		applicable, under Clause 3 of Schedule 4, Clauses 5.6, 5.7, 5.8, 5.9, 5.10,
		5.11, 5.17, 5.21, 9.5, 10, 11, 12, and 13.2 and 13.3 of this CTA and under any
		other provision of the Lease providing for an obligation on the part of Lessee
		to indemnify Lessor or any other Indemnitee or an obligation on the part of
		Lessor to indemnify Lessee) shall survive such expiration or any termination of
		the Lease and continue in full force and effect.






**16.**

			 **DISCLAIMERS
				  AND WAIVERS******




LESSOR
		AND LESSEE AGREE THAT THE DISCLAIMERS, WAIVERS AND CONFIRMATIONS SET FORTH IN
		CLAUSES 16.1 THROUGH 16.4 BELOW SHALL APPLY AT ALL TIMES . LESSEES
		ACCEPTANCE OF THE AIRCRAFT IN ACCORDANCE WITH CLAUSE 4.3 SHALL BE
		CONCLUSIVE EVIDENCE THAT LESSEE HAS FULLY INSPECTED THE AIRCRAFT AND EVERY PART
		THEREOF AND THAT THE AIRCRAFT, THE ENGINES, THE PARTS AND THE AIRCRAFT
		DOCUMENTS AND RECORDS ARE TECHNICALLY ACCEPTABLE TO LESSEE AND ARE IN SUITABLE
		CONDITION FOR DELIVERY TO AND ACCEPTANCE BY LESSEE.




**16.1**

			 **Exclusion**




THE
		AIRCRAFT IS LEASED AND DELIVERED UNDER THE LEASE  AS-IS , WHERE-
		IS ,
		AND LESSEE AGREES AND ACKNOWLEDGES THAT, SAVE AS EXPRESSLY STATED IN THIS
		LEASE:




(a)

			 LESSOR
				  WILL HAVE NO LIABILITY IN RELATION TO, AND LESSOR HAS NOT AND WILL NOT BE
				  DEEMED TO HAVE ACCEPTED, MADE OR GIVEN (WHETHER BY VIRTUE OF HAVING DONE OR
				  FAILED TO DO ANY ACT, OR HAVING ACQUIRED OR FAILED TO ACQUIRE ANY STATUS UNDER
				  OR IN RELATION TO THE LEASE OR OTHERWISE), ANY GUARANTIES, COVENANTS,
				  WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, WITH RESPECT TO, THE
				  AIRCRAFT OR ANY ENGINE OR PART, INCLUDING (BUT NOT LIMITED TO) THE TITLE,
				  DESCRIPTION, AIRWORTHINESS, COMPLIANCE WITH SPECIFICATIONS, OPERATION,
				  MERCHANTABILITY, QUALITY,




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FREEDOM
		FROM INFRINGEMENT OF PATENT, COPYRIGHT, TRADEMARK OR OTHER PROPRIETARY RIGHTS,
		FITNESS FOR ANY PARTICULAR USE OR PURPOSE, VALUE, DURABILITY, DATE PROCESSING,
		CONDITION, OR DESIGN, OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP, THE
		ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, OR AS TO ANY
		OTHER MATTER WHATSOEVER, EXPRESS OR IMPLIED (INCLUDING ANY IMPLIED WARRANTY
		ARISING FROM A COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE) WITH RESPECT
		TO THE AIRCRAFT, ANY ENGINE OR ANY PART; AND




(b)

			 LESSOR
				  SHALL NOT HAVE ANY OBLIGATION OR LIABILITY WHATSOEVER TO LESSEE (WHETHER
				  ARISING IN CONTRACT OR IN TORT, AND WHETHER ARISING BY REFERENCE TO NEGLIGENCE,
				  MISREPRESENTATION OR STRICT LIABILITY OF LESSOR OR OTHERWISE)
				  FOR:




(i)

			 ANY
				  LIABILITY, LOSS OR DAMAGE CAUSED OR ALLEGED TO BE CAUSED DIRECTLY OR INDIRECTLY
				  BY THE AIRCRAFT OR ANY ENGINE OR BY ANY INADEQUACY THEREOF OR DEFICIENCY OR
				  DEFECT THEREIN OR BY ANY OTHER CIRCUMSTANCE IN CONNECTION
				  THEREWITH;




(ii)

			 THE USE,
				  OPERATION OR PERFORMANCE OF THE AIRCRAFT OR ANY RISKS RELATING
				  THERETO;




(iii)

			 ANY
				  INTERRUPTION OF SERVICE, LOSS OF BUSINESS, REVENUE OR ANTICIPATED PROFITS OR
				  ANY OTHER DIRECT, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE (AS DEFINED IN
				  SECTION 2A-520 OF THE UCC OR OTHERWISE); OR




(iv)

			 THE
				  DELIVERY, OPERATION, SERVICING, MAINTENANCE, REPAIR, IMPROVEMENT OR REPLACEMENT
				  OF THE AIRCRAFT, ANY ENGINE OR ANY PART.




**16.2**

			 **Waiver**




LESSEE
		HEREBY WAIVES, AS BETWEEN ITSELF AND LESSOR, ALL ITS RIGHTS IN RESPECT OF ANY
		CONDITION, WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, ON THE PART OF
		LESSOR AND ALL CLAIMS AGAINST LESSOR HOWSOEVER AND WHENEVER ARISING AT ANY TIME
		IN RESPECT OF OR OUT OF ANY OF THE MATTERS REFERRED TO IN CLAUSE 16.1 (BUT
		WITHOUT PREJUDICE TO LESSEES RIGHTS IN RESPECT OF ANY EXPRESS COVENANT OR
		REPRESENTATION BY LESSOR IN THIS AGREEMENT). LESSEE ALSO HEREBY WAIVES
		APPLICATION TO THE LEASE OF ANY AND ALL RIGHTS OR REMEDIES IT MAY HAVE UNDER
		SECTION 2A-211 OF THE UCC, OR SECTIONS 2A-508 THROUGH 2A-522 OF THE UCC, TO THE
		EXTENT THAT SUCH RIGHTS OR REMEDIES WERE NOT AFFORDED TO A LESSEE PRIOR TO THE
		ENACTMENT INTO LAW OF UCC ARTICLE 2A.




**16.3**

			 **Confirmation**




LESSEE
		CONFIRMS THAT IT IS FULLY AWARE OF THE PROVISIONS OF THIS CLAUSE 16 AND
		ACKNOWLEDGES THAT RENT AND OTHER AMOUNTS PAYABLE UNDER THE LEASE HAVE BEEN
		CALCULATED BASED ON ITS PROVISIONS.




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**17.**

			 **BROKERS
				  AND OTHER THIRD PARTIES**




**17.1**

			 **No
				  Brokers**




Each of
		the parties hereby represents and warrants to the other that it has not paid,
		agreed to pay or caused to be paid directly or indirectly in any form, any
		commission, percentage, contingent fee, brokerage or other similar payments of
		any kind, in connection with the establishment or operation of the Lease, to
		any Person (other than fees payable to legal advisers or portfolio
		services).




**17.2**

			 **Indemnity**




Each
		party agrees to indemnify and hold the other harmless from and against any and
		all claims, suits, damages, costs and expenses (including, reasonable legal
		fees and expenses) asserted by any agent, broker or other third party for any
		commission or compensation of any nature whatsoever based upon the Lease or the
		Aircraft, if such claim, suit, damage, cost or expense arises out of any breach
		by the indemnifying party, its employees or agents of Clause 17.1.




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IN
		WITNESS WHEREOF, the parties hereto have executed this Common Terms Agreement
		on the date shown at the beginning of the document.




LESSOR:




**GE
		COMMERCIAL AVIATION SERVICES LIMITED**




By:

			 /s/
				[illegible]Name:

			 Pablo
				BauerTitle:

			 Attorney
				in fact






LESSEE:




**LAN
		CARGO S.A.**


By:

				/s/
				  [illegible]Name:

				Carlos
				  Prado C.Title:

				Senior
				  Vice President Corporate Investments






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**SCHEDULE
		1**


**DEFINITIONS**




The
		following words and expressions have the respective meanings set forth
		below:




**Act** means
		the Federal Aviation Act of 1958, as amended, and as recodified in Title 49 of
		the U.S.C. pursuant to Public Law 103-272, or any similar legislation of the
		United States enacted a substitution or replacement thereof.




**AD
		Compliance Period** has the
		meaning given to it in the Aircraft Lease Agreement.




**Affiliate** means
		as to any Person, any other Person that, directly or indirectly, is in control
		of, is controlled by, or is under common control with, such Person. For
		purposes of this definition, control of a Person means the power,
		directly or indirectly, either to (a) vote 50% or more of the securities having
		ordinary voting power for the election of directors (or persons performing
		similar functions) of such Person or (b) direct or cause the direction of the
		management and policies of such person, whether by contract or
		otherwise.




**After-Tax
		Basis** means a
		basis whereby any payment required to be made on such basis shall, if
		necessary, be supplemented by a further payment so that the aggregate of the
		two payments, after deduction of all Taxes resulting from the receipt (actual
		or constructive) of such payments, and after taking into account all related
		Tax savings (whether by relief, deduction, credit or otherwise) actually
		realized as a result of such payments, shall be equal to the initial ****** payment
		so required.




**Agreed
		Value** means
		the amount identified in the Aircraft Lease Agreement as the Agreed
		Value.




**Air
		Authority** means
		the civil aviation authority, however described, of the State of
		Registry.




**Aircraft** means
		Aircraft and Engines identified in the Aircraft Lease Agreement (which term
		includes, where the context admits, a separate reference to each of, and/or to
		all of, the Engines, Parts and Aircraft Documents and Records).




**Aircraft
		Lease Agreement** means
		the specific aircraft lease agreement for the Aircraft entered or to be entered
		into between the parties hereto or Affiliates thereto together with any
		schedules, exhibits, supplements, amendments, modifications or side letter
		agreements thereto executed contemporaneously with or subsequently to the
		aircraft lease agreement.




**Aircraft
		Documents and Records** means
		the documents, data and records identified in the list attached to the
		Certificate of Technical Acceptance, and any other documents and records
		required in connection with Lessees obligations under Clause 8.8, and all
		additions, renewals, revisions and replacements from time to time made to any
		of the foregoing in accordance with the Lease.




**Airframe** means
		the Aircraft, excluding the Engines and Aircraft Documents and
		Records.




**Airframe
		Heavy Check** has the
		meaning given in the Aircraft Lease Agreement.




**Airworthiness
		Directive**  **or
		AD** means
		an airworthiness directive issued by the civil aviation authority of the State
		of Design or the State of Registry.




**APU** means
		the auxiliary power unit installed on the Aircraft on the Delivery Date and any
		replacement auxiliary power unit installed on the Aircraft and title to which
		is transferred to Owner in accordance with the Lease.




**Business
		Day** means
		any day other than a Saturday, Sunday or other day on which banking
		institutions in New York, New York, Santiago, Chile, or such other location as
		may be specified for such purpose in the Aircraft Lease Agreement are
		authorized or required by Law to be closed.




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**Cape
		Town Convention**means the Convention on International Interests in
		Mobile Equipment and its protocol on Matters Specific to Aircraft Equipment,
		concluded in Cape Town on 16th November 2001.




**C
		Check** means a
		C check in accordance with the Lessees Maintenance
		Program.




**Certificate
		of Technical Acceptance** means a
		certificate of technical acceptance in the form of Part 1 or Part 2, as
		applicable, of Schedule 5.




**Common
		Terms Agreement or CTA** has the
		meaning given in the heading of this agreement.




**Conditions
		Precedent** means
		the conditions specified in Schedule 3.




**Cycle** means
		one take-off and landing of the Aircraft.




**Damage
		Notification Threshold** has the
		meaning given in the Aircraft Lease Agreement.




**Deductible
		Amount** has the
		meaning given in the Aircraft Lease Agreement.




**Default** means
		any Event of Default or any event or circumstance which, with the giving of
		notice and/or lapse of time and/or determination of materiality and/or
		fulfillment of any other condition, would constitute an Event of Default.




**Defect** means
		any defect or non-conformity with the Delivery Condition Requirements notified
		by Lessee to Lessor during the Pre-Delivery Procedure.




**Delivery** means
		delivery of the Aircraft by Lessor to Lessee under the Lease.




**Delivery
		Condition Requirements** has the
		meaning given in the Aircraft Lease Agreement.




**Delivery
		Date** means
		the date on which Delivery occurs.




**Delivery
		Location** has the
		meaning given in the Aircraft Lease Agreement.




**Deposit** has the
		meaning given in the Aircraft Lease Agreement.




**Dollars
		and $** means
		the lawful currency of the United States of America.




**Engine** means,
		whether or not installed on the Aircraft:




(a)

			 each
				  engine of the manufacture and model specified in the Aircraft Lease Agreement
				  for the Aircraft which Lessor offers to Lessee for delivery with the Airframe
				  on the Delivery Date, such engines being described as to serial numbers on the
				  Certificate of Technical Acceptance; and




(b)

			 any
				  Replacement Engine, with effect from the time when title thereto has passed to
				  Owner in accordance with the Lease;




and in
		each case includes all modules and Parts from time to time belonging to or
		installed in that engine but excludes any properly replaced engine, title to
		which should have passed to Lessee pursuant to the Lease.




**Engine
		Cycle** means
		operation of an Engine on an aircraft from and including a take-off to and
		including the landing of that aircraft.




**Engine
		Cycles Restriction** has the
		meaning given in the Aircraft Lease Agreement.


52
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		  CTA
    **Engine
		  Event of Loss**means
		  the occurrence, with respect to the Engine only, whether or not installed on
		  the Airframe, of any of those events described in the definition of Event of
		  Loss.
		
		**Engine
		  Flight Hour**means
		  each hour or part thereof an Engine is operated, elapsing from the moment the
		  wheels of an aircraft on which such Engine is installed leave the ground until
		  the wheels of such aircraft next touch the ground.
		
		**Engine
		  Flight Hours Restriction**has the
		  meaning given in the Aircraft Lease Agreement.
		
		**Engine
		  LLP Replacement**has the
		  meaning given in Clause 7.2(c).
		
		**Engine
		  Refurbishment**means
		  with respect to any Engine, the complete visual inspection and repair as
		  necessary in accordance with the shop manual of the combustion section of an
		  Engine in an engine repair/overhaul station, including, complete unstacking of
		  the high pressure turbine and low pressure turbine (including both high and low
		  compressors); complete visual inspection, de-blading of discs as required;
		  visual inspections of all discs; verification that all snap diameters on discs
		  are within limits; inspection of all blades for proper chord dimensions and
		  cracking; repair or replacement of all blades below minimums; inspection and
		  repair of stators as necessary; blade-up of discs using new lock plates;
		  assembly of rotors in the turbine; balance of all rotors; and installation of
		  rotors in the Engine.
		
		**Equipment
		  Change**has the
		  meaning given in Clause 8.12.
		
		**Event
		  of Default**means
		  any event or condition specified in Schedule 9.
		
		**Event
		  of Loss**means
		  with respect to the Aircraft (including for the purposes of this definition the
		  Airframe):
		
		(a)

				the
					 actual or constructive, compromised, arranged or agreed total loss of the
					 Aircraft (including any damage to the Aircraft which results in an insurance
					 settlement on the basis of a total loss, or requisition for use or hire which
					 results in an insurance settlement on the basis of a total loss); or
		
		(b)

				the
					 Aircraft being destroyed, damaged beyond economic repair or permanently
					 rendered unfit for normal use for any reason whatsoever; or
		
		(c)

				the
					 Aircraft being requisitioned for title, or title to the Aircraft being
					 otherwise compulsorily acquired or any other permanent deprivation of title to
					 the Aircraft by the government of the State of Registry or any other Government
					 Entity; or
		
		(d)

				the
					 Aircraft being hijacked, stolen, confiscated, detained, seized, condemned or
					 requisitioned for use or hire for a period of more than sixty (60) days (or
					 ninety (90) days in the case of requisition for use or hire by the government
					 of the State of Registry).
		
		**Expiry
		  Date**means
		  the Scheduled Expiry Date or, if extended, the Extended Expiry Date or, if
		  earlier (i) the date when Lessor acting in accordance with the provisions of
		  the Lease, terminates the leasing of the Aircraft to Lessee under the Lease, or
		  (ii) subject to the provisions of Clause 11.1 and 11.2, the date when Lessor
		  receives the Agreed Value together with any other amounts then due and unpaid
		  under the Lease and the Other Agreements following an Event of Loss; provided
		  that if the Term is extended pursuant to Clause 12.2, the Expiry Date shall be
		  extended to the date to which the Term is extended pursuant to
		  Clause 12.2.
		
		**Extended
		  Expiry Date**, if
		  applicable, has the meaning given in the Aircraft Lease Agreement.

		
		**FAA**means
		  the Federal Aviation Administration of the United States of America and any
		  successor thereof.
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		**FAR**means
		  the Federal Aviation Regulations set forth in Title 14 of the United States
		  Code of Federal Regulations, as amended and modified from time to
		  time.
		
		**Final
		  Delivery Date**has the
		  meaning given in the Aircraft Lease Agreement.
		
		**Final
		  Inspection**has the
		  meaning given in Clause 1.1 of Schedule 6.
		
		**Financial
		  Indebtedness**means
		  any indebtedness in respect of:
		
		(a)

				moneys
					 borrowed or raised;
		
		(b)

				any
					 liability under any debenture, bond, note, loan stock, acceptance, documentary
					 credit or other security;
		
		(c)

				the
					 acquisition cost of any asset to the extent payable before or after the time of
					 acquisition or possession; or
		
		(d)

				any
					 guaranty, indemnity or similar assurance against financial loss of any person
					 in respect of the above.
		
		**Financial
		  Information means**:

		
		(a)

				if
					 requested by Lessor, the consolidated management accounts of Lessee (in
					 Dollars, and comprising a balance sheet and profit and loss statement and cash
					 flow forecasts) in English prepared for the most recent previous financial
					 quarter certified by a qualified financial officer of Lessee as being true and
					 correct, to be provided as soon as reasonably practicable after necessary
					 filings with applicable regulatory authorities; and
		
		(b)

				as soon
					 as available but not in any event later than 180 days after the last day of
					 each financial year of Lessee, to the extent permitted by Law, its audited
					 consolidated balance sheet in English as of such day and its audited
					 consolidated profit and loss statement for the year ending on such day (each in
					 Dollars).
		
		Provided,
		  however, Financial Information does not mean any information relating to the
		  financial position of Lessee that is publicly available to Lessor through any
		  of the following web sites:www.lan.com,www.sec.gov,www.nyse.comorwww.svs.cl.

		
		**Financing
		  Parties**means
		  any Person or Persons from time to time notified by Lessor to Lessee as
		  providing finance, or participating in a transaction the purpose of which is to
		  provide finance, to Lessor or Owner in respect of its acquisition, ownership or
		  leasing of the Aircraft, whether by way of loan, superior lease or otherwise.
		
		**Financing
		  Parties Representative**means
		  any one or more Financing Parties from time to time notified to Lessee as being
		  the Financing Parties Representative****

		
		**Flight
		  Hour**means
		  each hour or part thereof elapsing from the moment the wheels of the Aircraft
		  leave the ground on take off until the wheels of the Aircraft next touch the
		  ground.
		
		**GE
		  Capital**means
		  General Electric Capital Corporation, a Delaware corporation.
		
		**GECAS**means
		  either or both of GE Commercial Aviation Services Limited and GE Commercial
		  Aviation Services, LLC.
		
		**Geneva
		  Convention**means
		  the Convention for the International Recognition of Rights in Aircraft, signed
		  (ad referendum) at Geneva, Switzerland, on June 19, 1948, and amended from time
		  to time,
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		  07c043
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		but
		  excluding the terms of any adhesion thereto or ratification thereof containing
		  reservations to which the United States of America does not
		  accede.
		
		**Governing
		  Law**means
		  the Laws of the State of New York, United States of America, as applied to
		  contracts to be performed wholly within the State of New York (exclusive of
		  Section 7-101 of the New York General Obligations Law which is inapplicable to
		  this CTA).
		
		**Government
		  Entity means**:

		
		(a)

				any
					 national government, political subdivision thereof, or local jurisdiction
					 therein;
		
		(b)

				any
					 instrumentality, board, commission, court, or agency of any of the above,
					 however constituted; and
		
		(c)

				any
					 association, organization, or institution of which any of the above is a member
					 or to whose jurisdiction any thereof is subject or in whose activities any of
					 the above is a participant.
		
		**Guaranty**means,
		  if applicable, a guaranty in the form of Schedule 10 from Guarantor if such
		  guaranty is required by the Aircraft Lease Agreement; and references to the
		  Guaranty include references to any replacement or re-issued
		  guaranty.
		
		**Guarantor**means,
		  if applicable, the Person identified as such in the Aircraft Lease
		  Agreement.
		
		**Guarantor
		  Affiliated Companies**means,
		  individually and collectively, Lan Cargo S.A. (Chile), MAS Air Cargo, S.A.
		  (Mexico), ABSA Cargo, S.A. (Brazil) and Florida West, Inc. (US).
		
		**Habitual
		  Base**means
		  Chile or, upon receipt by Lessor of written notice from Lessee advising Lessor
		  of a change in the Habitual Base, it may mean any of Mexico, United States of
		  America or Brazil as stated in such notice, or, subject to the prior written
		  consent of Lessor, any other country or countries in which the Aircraft is for
		  the time being habitually based.
		
		**Indemnitee**means
		  each of Lessor, Owner, GE Capital, GECAS (in its capacity as lease manager),
		  any Owner Participant, any Financing Parties Representative and any
		  Financing Parties, and their respective successors and permitted assigns, and
		  each of their respective shareholders, subsidiaries, Affiliates, members,
		  partners, contractors, directors, officers, representatives, agents and
		  employees.
		
		**Insolvent**means
		  in relation to any relevant Person that such Person:
		
		(a)

				cannot
					 or is deemed by applicable Law to be unable to pay its debts;
		
		(b)

				stops
					 trading or threatens to stop trading;
		
		(c)

				goes
					 into liquidation or is wound up in any jurisdiction (other than a solvent
					 re-organization which Lessor approves in writing);
		
		(d)

				goes
					 into administrative receivership or administration, has a receiver appointed
					 over any of its assets or is the subject of any similar proceedings in any
					 country;
		
		(e)

				proposes
					 a voluntary arrangement or scheme of arrangement to creditors;
					 or
		
		(f)

				enters
					 into any process or scheme for the benefit of creditors as a whole under which
					 their rights are suspended or affected.
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		**Insurances**means
		  insurances in respect of the Aircraft in form and substance satisfactory to
		  Lessor, and includes (without limitation) any insurances and reinsurances
		  required by Clause 9 and Schedule 7.
		
		**Interest
		  Rate**has the
		  meaning given in the Aircraft Lease Agreement.
		
		**JAA**means
		  the Joint Aviation Authorities, established pursuant to the
		  Cyprus Arrangements on September 11, 1990 and being an associated
		  body of the European Civil Aviation Conference. .
		
		**JAR**means
		  the Joint Aviation Requirements of the JAA.
		
		**Landing
		  Gear**means
		  the landing gear assembly of the Aircraft excluding any rotable
		  components.
		
		**Law**means
		  and includes (a) any statute, decree, constitution, regulation, order,
		  judgement or other directive of any Government Entity; (b) any treaty, pact,
		  compact or other agreement to which any Government Entity is a signatory or
		  party; (c) any judicial or administrative interpretation or application of any
		  Law described in (a) or (b) above; and (d) any amendment or revision of any Law
		  described in (a), (b) or (c) above.
		
		**LC
		  Amount**has the
		  meaning given in the Aircraft Lease Agreement.
		
		**Lease**means an
		  Aircraft Lease Agreement for the Aircraft and any Schedules, supplements,
		  amendments, modifications or side letter agreements related to the Lease
		  executed contemporaneously with or subsequently to the Aircraft Lease
		  Agreement, which incorporates this Common Terms Agreement.
		
		**Lessee**means
		  the Person named as Lessee in the applicable Aircraft Lease
		  Agreement.
		
		**Lessee
		  Affiliate**means
		  any Subsidiary or other Affiliate for the time being of Lessee*.*

		
		**Lessees
		  Maintenance Program**means
		  the Maintenance Program, as at the date of the Aircraft Lease Agreement,
		  specifically approved by the Air Authority for Lessees maintenance of the
		  Aircraft.
		
		**Lessor**means
		  the Person named as Lessor in the applicable Aircraft Lease
		  Agreement.
		
		**Lessor
		  Lien**means
		  any Security Interest created by the Lessor or Owner in respect of the Aircraft
		  or arising as a result of:
		
		(a)

				claims
					 against Lessor or Owner or the property of either which are not related to, or
					 do not arise directly or indirectly as a result of, the transactions
					 contemplated by or permitted under the Lease;
		
		(b)

				(i) any
					 act or omission of the Lessor or Owner which is not related to, or does not
					 arise directly or indirectly as a result of, the transactions contemplated by,
					 consented to by the Lessee or permitted under the Lease or taken as a result of
					 the occurrence or continuance of an Event of Default or (ii) a breach by the
					 Lessor of any of its obligations under the Lease;
		
		(c)

				claims
					 against the Lessor or Owner arising out of any transfer by the Lessor or Owner
					 of all or any portion of its respective interest in the Aircraft or the Lease
					 other than a transfer resulting from an Event of Default or any other transfer
					 permitted by the Lease other than an assignment or transfer by Lessor pursuant
					 to Clause 14.2;
		
		(d)

				claims
					 against the Lessor in respect of or arising as a result of any Lessor Taxes;
					 or
		
		(e)

				the
					 financing of the Aircraft.
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		  07c043
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		**Lessor/Owner
		  Tax Jurisdiction**has the
		  meaning given in the Aircraft Lease Agreement.
		
		**Lessor
		  Tax or Lessor Taxes**means:-

		
		(a)

				any Tax
					 imposed solely as the result of the incorporation residence or activities of a
					 Tax Indemnitee in the jurisdiction imposing the liability unrelated to the Tax
					 Indemnitees dealings with Lessee pursuant to the Lease or to the
					 transactions contemplated by the Lease or the operation of the Aircraft by
					 Lessee;
		
		(b)

				any Tax
					 imposed on the net income, profits or gains of a Tax Indemnitee by (i) any
					 Government Entity in the State of incorporation and/or residence of that Tax
					 Indemnitee or (ii) any Government Entity in any other jurisdiction where the
					 Tax Indemnitee is liable to such Tax but excluding any such Tax, if and to the
					 extent that it results from (i) the transactions contemplated
					 by the Lease or (ii) the use, operation, presence or registration of the
					 Aircraft, the Airframe, any Engine or any Part in the jurisdiction imposing the
					 Tax, or (iii) the situs of organization, any place of business or any activity
					 of Lessee or any other Person having use, possession or custody of the
					 Aircraft, the Airframe, any Engine or any part in the jurisdiction imposing the
					 Tax;
		
		(c)

				any Tax
					 imposed with respect to any event occurring before the date of the Lease or
					 after the Expiry Date and unrelated to the Tax Indemnitees dealings with
					 Lessee pursuant to the Lease or to the transactions contemplated by the
					 Lease;
		
		(d)

				any Tax
					 imposed solely as a result of the sale or other disposition of any part of any
					 Tax Indemnitees interest in the Lease or in any part of the Aircraft,
					 unless such sale or disposition occurs as a consequence of an Event of
					 Default;
		
		(e)

				any Tax
					 imposed as a result of the willful misconduct or recklessness of a Tax
					 Indemnitee, or as a result of a material breach of any covenant, representation
					 or warranty of Lessor under the Lease; and
		
		(f)

				any Tax
					 imposed (or to the extent increased) as a result solely of any financing or
					 refinancing of the Aircraft undertaken by Lessor (excluding financing or
					 refinancing undertaken by Lessor at the request of Lessee).
		
		**Letter
		  of Credit**means
		  any letter of credit issued in relation to the Lease pursuant to Clause 5.14
		  and any replacement or renewal of that letter of credit.
		
		**LIBOR**means
		  the number which is the arithmetic mean of the rates of interest per annum (if
		  not already such a multiple, rounded up to the nearest whole multiple of 1/16
		  of 1 per cent) at which at or about 11:00 a.m. (London time) on the day on
		  which an interest rate is required to be determined deposits in Dollars are
		  offered for period most nearly corresponding to the period selected by the
		  Lessor on the Reuters LIBO page or, if on such date the Reuters
		  LIBO page is not available or does not display rates for the
		  required period, the arithmetic mean (rounded up to the nearest whole multiple
		  of 1/16 of 1 per cent) of the respective rates notified to Lessor by each of
		  the Reference Banks as the rate at which such Reference Bank is offered
		  deposits in Dollars in the London interbank market at or about 11:00 a.m.
		  (London time) on that date for the period most nearly corresponding to the
		  period selected by the Lessor.
		
		**LLP**means
		  Life Limited Part.
		
		**Losses**means
		  any and all cost, expense (including any and all legal fees and expenses and
		  the fees and expenses of other professional advisers), claims, proceedings,
		  losses, liabilities, damages (whether direct, indirect, special, incidental or
		  consequential), suits, judgments, fees, penalties or fines (whether criminal or
		  civil) of any kind or nature whatsoever.
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		**Maintenance
		  Performer**means
		  (a) Lan Airlines S.A., or (b) with respect to the Airframe, any FAA or JAA
		  approved repair station holding a rating of  (i) Airframe class (IV) or
		  (ii) Limited Airframe with approval specific to the model of the Aircraft, or
		  (c) with respect to avionics, any FAA or JAA Certificated Repair Station
		  holding a class (iv) airframe rating (only if the Aircraft is physically
		  located at such class (iv) repair station) or an FAA or JAA Certificated Repair
		  Station holding the appropriate radio and or instrument rating, or (d) with
		  respect to an Engine shop visit for maintenance or repair, any FAA or JAA
		  Certificated Repair station holding a class (III) power plant rating or a
		  limited power plant rating specifically approved for the model of the Engines,
		  or (e) as may otherwise by specifically provided in the Aircraft Lease
		  Agreement.
		
		**Maintenance
		  Program**means
		  an Air Authority approved maintenance program for the Aircraft in accordance
		  with the Manufacturers and/or OEMs specifications, service
		  bulletins, planning documents, maintenance manuals and documents and
		  encompassing scheduled maintenance (including block maintenance),
		  condition-monitored maintenance, and/or on-condition maintenance of Airframe,
		  Engines and Parts, including servicing, testing, preventive maintenance,
		  repairs, structural inspections, system checks, overhauls, approved
		  modifications, service bulletins, engineering orders, airworthiness directives,
		  corrosion control, inspections and treatments.
		
		**Major
		  Checks**means
		  any C Check, multiple C Check or heavier check (including structural
		  inspections and CPCP) recommended for the Aircraft by its Manufacturer (however
		  denominated) as set out in the Lessees Maintenance Program.

		
		**Manufacturer**means
		  the manufacturer of the Airframe or an Engine, as the case may be, as
		  identified in the Aircraft Lease Agreement.
		
		**Manufacturers
		  Maintenance Planning Document**or**MPD**means
		  the recommended maintenance program for the Aircraft issued by the Manufacturer
		  as in effect at the time of any applicable determination.
		
		**Minimum
		  Component Cycles**has the
		  meaning given in the Aircraft Lease Agreement.
		
		**Minimum
		  Component Flight Hours**has the
		  meaning given in the Aircraft Lease Agreement.
		
		**Minimum
		  APU Limit**has the
		  meaning given in the Aircraft Lease Agreement.
		
		**Minimum
		  Component Calendar Life**has the
		  meaning given in the Aircraft Lease Agreement.
		
		**Minimum
		  Engine Cycles**has the
		  meaning given in the Aircraft Lease Agreement.
		
		**Minimum
		  Engine Flight Hours**has the
		  meaning given in the Aircraft Lease Agreement.
		
		**Minimum
		  Engine LLP Cycles**has the
		  meaning given in the Aircraft Lease Agreement.
		
		**Minimum
		  Landing Gear Calendar Time**has the
		  meaning given in the Aircraft Lease Agreement.
		
		**Minimum
		  Landing Gear Cycles**has the
		  meaning given in the Aircraft Lease Agreement.
		
		**Minimum
		  Landing Gear Flight Hours**has the
		  meaning given in the Aircraft Lease Agreement.
		
		**Minimum
		  Liability Coverage**has the
		  meaning given in the Aircraft Lease Agreement.
		
		**Nameplate
		  Inscription**means
		  the inscription to be included on the Nameplates as requested by Lessor from
		  time to time.
		
		**Nameplates**means
		  the fireproof plates to be installed on the Aircraft in accordance with Clause
		  8.6(a).
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		  07c043
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		*******

		
		**Owner**has the
		  meaning given in the Aircraft Lease Agreement.
		
		**Owner
		  Participant**if
		  applicable, has the meaning given in the Aircraft Lease Agreement.

		
		**OEM**means,
		  in relation to any Part, the original equipment manufacturer of such
		  Part.
		
		**Part**means,
		  whether or not installed on the Aircraft:
		
		(a)

				any
					 component, furnishing or equipment (other than a complete Engine or engine)
					 incorporated or installed in or attached to or furnished with the Aircraft on
					 the Delivery Date or thereafter if paid for or otherwise provided by or on
					 behalf of Lessor; and
		
		(b)

				any
					 other component, furnishing or equipment (other than a complete Engine or
					 engine), with effect from the time when title thereto has passed to Owner
					 pursuant to the Lease;
		
		but
		  excludes any such items title to which has passed to Lessee pursuant to the
		  Lease.
		
		**Part
		  36 or FAR Part 36**means
		  Part 36 of the FAR, as amended or modified from time to time.
		
		**Part
		  121 or FAR Part 121**means
		  Part 121 of the FAR, as amended or modified from time to time.
		
		**Permitted
		  Lien means**:

		
		(a)

				any lien
					 for Taxes not assessed or, if assessed, not yet due and payable, or being
					 diligently contested on reasonable grounds by appropriate proceedings;
		
		(b)

				any lien
					 of a repairer, mechanic, hangar-keeper or other similar lien arising in the
					 ordinary course of business by operation of Law in respect of obligations which
					 are not overdue or are being diligently contested on reasonable grounds by
					 appropriate proceedings;
		
		(c)

				any
					 Lessor Lien; and
		
		(d)

				the
					 rights of others under any sublease or arrangements to the extent expressly
					 permitted under Clause 8.4.
		
		but only
		  if (in the case of both (a) and (b)) (i) adequate reserves have been provided
		  by Lessee for the payment of such Taxes or obligations; and (ii) such
		  proceedings, or the continued existence of the lien, do not give rise to any
		  material danger of the sale, forfeiture or other loss of the Aircraft or any
		  interest therein or of criminal liability on Lessor or Owner.
		
		**Permitted
		  Sub-Lease**means
		  any sublease of the Aircraft to a Permitted Sub-Lessee as provided for in
		  Clause 8.4(a).
		
		**Permitted
		  Sub-Lessee**means
		  any sublessee of the Aircraft under a Permitted Sub-Lease as provided for
		  pursuant to Clause 8.4 (a) to which Lessor has consented.
		
		**Person**means
		  any individual person, any form of corporate or business association, trust,
		  Government Entity, or organization or association of which any of the above is
		  a member or a participant.
		
		**Pre-Delivery
		  Procedure**means
		  the procedure leading to Delivery as specified in Schedule 4.
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		**Protocol**means
		  the Protocol to the Cape Town Convention on matters specific to Aircraft
		  Equipment signed in November 2001, which is sometimes referred to as the
		  Aircraft Equipment Protocol.
		
		**Redelivery
		  Check**has the
		  meaning given to it in the Aircraft Lease Agreement.
		
		**Redelivery
		  Location**means
		  the location identified in the Aircraft Lease Agreement as the Redelivery
		  Location or such other location as may be agreed in writing by Lessor and
		  Lessee.
		
		**Reference
		  Banks**means
		  NatWest Bank, Bankers Trust Company of New York, Bank of Tokyo and Barclays
		  Bank.
		
		**Regulations**means
		  any Law or regulation (including any internal corporate regulation), official
		  directive or recommendation, mandatory requirement or contractual undertaking,
		  or airworthiness requirements or limitations which applies to Lessee or the
		  Aircraft and any Law or regulation, official directive or recommendation or
		  mandatory requirement which applies to Lessor, Owner or GECAS.
		
		**Relevant
		  Documents**means
		  this CTA and the Aircraft Lease Agreement.
		
		**Rent**means
		  all amounts payable pursuant to Clause 5.3.
		
		**Rental
		  Period**means
		  each period ascertained in accordance with Clause 5.2.
		
		**Rent
		  Commencement Date**means
		  the date on which Lessor tenders the Aircraft for Delivery to Lessee under and
		  in accordance with Clause 4.3(a).
		
		**Rent
		  Date**means
		  the first day of each Rental Period.
		
		**Replacement
		  Engine**means a
		  replacement engine complying with Clause 8.11(b)(i).
		
		**Required
		  LC Expiry Date**means
		  the date being 60 days after the Expiry Date.
		
		**Return
		  Occasion**means
		  the date on which the Aircraft is redelivered to Lessor in accordance with
		  Clause 12.
		
		**Scheduled
		  Delivery Date**means
		  the date specified therefor in the Aircraft Lease Agreement or, if no such date
		  is specified, the date notified by Lessor pursuant to and in accordance with
		  Clause 4.1(a) hereof.
		
		**Scheduled
		  Delivery Month**means
		  the month specified therefor in the Aircraft Lease Agreement, if such month is
		  so specified.
		
		**Scheduled
		  Delivery Week**means
		  the week specified therefor in the Aircraft Lease Agreement or, if no such week
		  is specified, the week notified by Lessor to Lessee pursuant to Clause 4.1(a)
		  hereof in which the Delivery is scheduled to occur.
		
		**Scheduled
		  Expiry Date**means
		  either (i) the date specified under Duration of Term in the
		  Aircraft Lease Agreement or (ii) the day preceding the numerically
		  corresponding day to the Rent Commencement Date X number of months
		  after the Rent Commencement Date where X shall be the actual number
		  of months specified under Duration of Term in the Aircraft Lease
		  Agreement. If either such date in (i) or (ii) above does not fall on a day that
		  is a Business Day, then the Scheduled Expiry Date shall be the immediately
		  succeeding Business Day.
		
		**Security
		  Interest**means
		  any mortgage, chattel mortgage, security interest, charge, pledge, lien,
		  conditional sale agreement, title retention agreement, equipment trust
		  agreement, encumbrance, assignment, hypothecation, right of detention, right of
		  set-off or any other agreement or arrangement having the effect of conferring
		  security.
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		  07c043
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		**Security
		  Trustee**has the
		  meaning given in the Aircraft Lease Agreement.
		
		**SRM**has the
		  meaning given in the introductory paragraph to Schedule 6.
		
		**State
		  of Design**means
		  the state having jurisdiction over the Person responsible for the type design
		  of the Aircraft or any Engine or Part.
		
		**State
		  of Incorporation**means
		  the state of organization of Lessee as identified in the heading of the
		  Aircraft Lease Agreement.
		
		**State
		  of Registry**has the
		  meaning given in the Aircraft Lease Agreement.
		
		**Subsidiary
		  means**:

		
		(a)

				in
					 relation to any reference to accounts, any company whose accounts are
					 consolidated with the accounts of Lessee in accordance with accounting
					 principles generally accepted under accounting standards of the State of
					 Incorporation; or
		
		(b)

				for any
					 other purpose, an entity from time to time:
		
		(i)

				of which
					 another has direct or indirect control or owns directly or indirectly more than
					 50 percent (50%) of the voting share capital; or
		
		**(ii)**

				**which
					 is a direct or indirect subsidiary of another under the Laws of the
					 jurisdiction of its incorporation.**
		
		**Tax**or**Taxes**means
		  any and all present and future taxes, duties, withholdings, levies,
		  assessments, imposts, fees and other governmental charges of all kinds
		  (including without limitation any value added or similar tax and any stamp,
		  documentary, license, registration or similar fees or tax), together with any
		  penalties, fines, surcharges and interest thereon and any additions
		  thereto.
		
		**Tax
		  Indemnitee**means
		  Owner, Lessor, GECAS, any Owner Participant, each Financing Party and GE
		  Capital and each member of the consolidated group of which GE Capital is a
		  member for U.S. Federal Income Tax purposes.****

		
		**Technical
		  Report**means a
		  monthly report of the Flight Hours, Cycles, Engine Flight Hours and Engine
		  Cycles operated by the Airframe and Engines in respect of each calendar month
		  in the form required by Lessor.
		
		**Term**means
		  the period commencing on the Delivery Date and ending on the Expiry Date.
		
		**Transfer**has the
		  meaning set forth in Clause 14.2.
		
		**UCC**means
		  the Uniform Commercial Code as in effect in the State of New York.

		
		**Unforeseen
		  Event means**:

		
		(a)

				war,
					 civil disturbance or act of any Government Entity;
		
		(b)

				natural
					 disaster or any other act of God;
		
		(c)

				any Law
					 of, or any allocation or other action by, a Government Entity or any unexpected
					 shortage of labor, materials or facilities affecting the
					 Aircraft;
		
		(d)

				any
					 damage or Defect;
		61

		  
		  
		  07c043
			 CTA
		
		(e)

				labor
					 disputes;
		
		(f)

				breach
					 of contract by any Person (other than Lessor), or other failure to deliver or
					 redeliver the Aircraft by any Person (whether or not a breach) with possession
					 or control of the Aircraft (other than by Lessor, if it has possession and
					 control of the Aircraft), including any failure to deliver or delay in delivery
					 by any prior lessee, any seller of the Aircraft or any Person performing
					 modifications or maintenance to the Aircraft and any breach by any prior
					 lessee, seller or modification or maintenance performer or failure to cooperate
					 by any prior lessee, seller or modification or maintenance performer, or any
					 excusable or inexcusable delay under any previous
					 lease, purchase or modification or maintenance agreement for the Aircraft, or
					 any purchase or modification or maintenance agreement for the Aircraft
					 terminating prior to Delivery (including due to Lessor or an Affiliate of
					 Lessor voluntarily terminating such agreement) provided any such delay or
					 termination is not caused by Lessors default ;
		
		(g)

				delays
					 in obtaining the Aircraft or any equipment or services for the Aircraft not
					 caused by Lessors delay or default;
		
		(h)

				any
					 delay due to Air Authority certifications; or
		
		(i)

				any
					 other cause beyond the control of Lessor.
		
		**United
		  States or US**means
		  the United States of America.
		
		**U.S.C.**means
		  the United States Code.
		62

		  
		  
		  07c043
			 CTA**SCHEDULE
		  2**
		**REPRESENTATIONS
		  AND WARRANTIES**
		
		1.1

				Lessees
					 Representations and Warranties
		
		Lessees
		  representations and warranties to Lessor are as follows:
		
		(a)

				**Status:**It has
					 been properly formed as a company and has since been maintained according to
					 all Regulations applicable to Lessee.
		
		(b)

				**Non-Conflict:**In
					 entering into the Lease and carrying out its obligations, it does not
					 contravene or breach any Regulation applicable to Lessee.
		
		(c)

				**Power
					 and Authority:**It has
					 the authorizations it needs to enter into the Lease and to carry out its
					 obligations, and, at the time of execution, it will have the power to enter
					 into the Relevant Documents.
		
		(d)

				**Legal
					 Validity:**Its
					 obligations under the Lease are legal, valid and binding against Lessee in
					 accordance with their terms.
		
		(e)

				**No
					 Event of Default:**No Event
					 of Default has occurred and is continuing or would occur because of
					 Delivery.
		
		(f)

				**Litigation:**It is
					 not involved in any litigation or other dispute which could reasonably be
					 expected to affect its financial condition or its ability to carry out its
					 obligations in any material way.
		
		(g)

				**Accounts:**Its
					 audited accounts and those of its Affiliates most recently delivered to Lessor:
		
		(i)

				have
					 been prepared according to generally accepted accounting principles in the
					 State of Incorporation; and
		
		(ii)

				fairly
					 represent the financial condition of Lessee and its Affiliates as at the date
					 to which they were drawn up and since that date there has been no material
					 change in Lessees ability to carry out its obligations or its financial
					 condition or the financial condition of its Affiliates .
		
		(h)

				**Full
					 Disclosure:**Neither
					 the audited accounts referred to in paragraph (g) nor any other document
					 provided to Lessor by Lessee for the purposes of the Lease contains any untrue
					 statement of a material fact or leaves out any important fact which could make
					 any of them misleading.
		
		(i)

				**No
					 Immunity**:
		
		(i)

				Lessee
					 is subject to civil and commercial Law with respect to its obligations under
					 the Lease; and
		
		(ii)

				Neither
					 Lessee nor any of its assets is entitled to any right of immunity, and the
					 entry into and performance of the Lease by Lessee constitute private and
					 commercial acts.
		
		(j)

				**Material
					 Adverse Change:**There
					 has been no material adverse change in the financial condition of Lessee and
					 Lessee Affiliates since the date to which the accounts most recently provided
					 to Lessor on or prior to the Delivery Date were drawn up.
		63

		  
		  
		  07c043
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		(k)

				**Registration**:
		
		(i)

				It is
					 not necessary or advisable under the Laws of the State of Incorporation, the
					 State of Registry or the Habitual Base in order to ensure the validity,
					 effectiveness and enforceability of the Lease or to, establish, perfect or
					 protect the property rights, to the extent such property rights have been
					 created by the Lease, of Lessor or Owner in the Aircraft or any Engine or Part
					 that the Lease or any other instrument relating thereto be filed, registered or
					 recorded or that any other action be taken or if any such filings,
					 registrations, recordings or other actions are necessary or advisable, the same
					 have been effected or shall have been effected on or before the Delivery Date;
					 and
		
		(ii)

				under
					 the Laws of the State of Incorporation, the State of Registry and the Habitual
					 Base the property rights of Lessor and Owner in the Aircraft, to the extent
					 such rights have been created under the Lease have been fully established and
					 perfected to the extent necessary to ensure that such rights will be recognized
					 and will have priority over any claims of other creditors of Lessee in the
					 Aircraft other than legally perfected liens and applicable insolvency
					 laws.
		
		(l)

				**Taxes**: Lessee
					 has delivered all necessary returns and payments due to the tax authorities in
					 the State of Incorporation, the State of Registry and the Habitual Base and is
					 not required by Law to deduct any Taxes from any payments under the Lease other
					 than any requirement to deduct withholding tax from payments of Rent hereunder
					 in respect of which Lessee will as soon as reasonably practicable following the
					 Delivery Date, obtain an exemption from the Ministry of Finance in the State of
					 Incorporation.
		
		1.2.

				**Lessors
					 Representations and Warranties**
		
		Lessors
		  representations and warranties to Lessee are as follows:
		
		(a)

				**Status:**It has
					 been properly formed as a company with limited liability and has since been
					 maintained according to all Regulations applicable to Lessor.
		
		(b)

				**Non-Conflict:**In
					 entering into the Lease and carrying out its obligations, it does not
					 contravene or breach any Regulation applicable to Lessor.
		
		(c)

				**Power
					 and Authority:**It has
					 the authorizations it needs to enter into the Lease and to carry out its
					 obligations, and it has the power to enter into the Relevant
					 Documents.
		
		(d)

				**Legal
					 Validity:**Its
					 obligations under the Lease are legal, valid and binding against Lessor in
					 accordance with their terms.
		
		(e)

				**No
					 Immunity**:
		
		(i)

				Lessor
					 is subject to civil commercial law with respect to its obligation under the
					 Lease; and
		
		(ii)

				neither
					 Lessor nor any of its assets is entitled to any right of immunity and the entry
					 into and performance of the Lease constitute private and commercial
					 acts.
		
		(f)

				**Ownership:**On the
					 Delivery Date and throughout the Term, Lessor will have good and sufficient
					 title to or interest in the Aircraft to lease the Aircraft to Lessee on the
					 terms set forth herein.
		64

		  
		  
		  07c043
			 CTA**SCHEDULE
		  3**
		**CONDITIONS
		  PRECEDENT**
		
		The
		  conditions precedent to Lessors obligation to deliver and to commence the
		  leasing of the Aircraft are as follows. All documents delivered to Lessor
		  pursuant to this Schedule 3 will be in English, or if not in English, will be
		  accompanied by an English translation undertaken by an independent
		  translator:
		
		1.

				**Preliminary
					 Conditions**
		
		Lessor
		  will receive from Lessee, not later than two (2) Business Days prior to the
		  Scheduled Delivery Date, each of the following, satisfactory in form and
		  substance to Lessor:
		
		(a)

				**Opinion**:
					 evidence that an opinion in substantially the form of Schedule 8 will be issued
					 on the Delivery Date by internal legal counsel (if Lessee is Lan Cargo S.A. )
					 or independent legal counsel acceptable to Lessor in the State of Registry, the
					 Habitual Base and the State of Incorporation;
		
		(b)

				**Approvals**:
					 evidence of the issue of each approval, license and consent which may be
					 required in relation to, or in connection with the performance by Lessee of any
					 of its obligations under the Lease (including without limitation the remittance
					 by Lessee to Lessor in Dollars of all amounts payable under the
					 Lease);
		
		(c)

				**Import**:
					 evidence that any required import license, and all customs formalities,
					 relating to the import of the Aircraft into the Habitual Base have been
					 obtained or complied with, and that the import of the Aircraft into the
					 Habitual Base is exempt from Taxes;
		
		(d)

				**Process
					 Agent**: a
					 letter from the process agent appointed by Lessee in the Lease accepting that
					 appointment;
		
		(e)

				**Licenses**:
		
		copies
		  of Lessees air operators certificates and all other licenses,
		  certificates and permits required by Lessee in relation to, or in connection
		  with, the operation of the Aircraft;
		
		(f)

				**Air
					 Traffic Control**: a
					 letter from Lessee addressed to each relevant air traffic control authority
					 pursuant to which Lessee authorizes the addressee to issue to Lessor, upon
					 Lessors request from time to time, a statement of account of all sums due
					 by Lessee to the authority in respect of all aircraft (including, without
					 limitation, the Aircraft) operated by Lessee;
		
		(g)

				**Deregistration
					 Power**: an
					 irrevocable power of attorney substantially in the form of Schedule 13A and, if
					 the Cape Town Convention including Article XIII of the Protocol is applicable
					 to the Lease, an irrevocable deregistration and export request authorization
					 substantially in the form of Schedule 13B attached in each case (in both
					 English and Spanish) duly executed by Lessee, notarized and legalized,
					 authorizing Lessor or such other Person as Lessor may from time to time specify
					 to do any thing or act or to give any consent or approval which may be required
					 to obtain deregistration of the Aircraft and to export the Aircraft from the
					 Habitual Base upon termination of the leasing of the Aircraft under the Lease;
		
		(h)

				**Letter
					 of Credit (if applicable)**: the
					 form of the Letter of Credit;
		65

		  
		  
		  07c043
			 CTA
		
		(i)

				**UCC:**protective
					 Uniform Commercial Code Financing Statements with respect to the Lease and the
					 Aircraft in a form acceptable to Lessor shall have been executed and delivered
					 by Lessee on a form furnished by Lessor and duly filed at Lessors expense
					 in each jurisdiction requested by Lessor;
		
		(j)

				**Guaranty**(if
					 applicable): the form of the Guaranty;
		
		(k)

				**Acknowledgement
					 and Agreement re Assignment**(if
					 applicable): an acknowledgement of and certain agreements with respect to the
					 assignment by Lessor of this Lease to Owner and Financing Parties
					 Representative in the form previously provided to Lessee or as Owner or
					 Financing Parties Representative may otherwise reasonably request;
		
		(l)

				**Cape
					 Town Registration:**If
					 applicable, confirmation that Lessee has duly registered itself with the
					 International Registry and has consented to a Person approved by GECAS as its
					 professional user or professional user entity for dealings with the
					 International Registry; and
		
		(m)

				**General**: such
					 other documents as Lessor may reasonably request.
		
		2.

				**Final
					 Conditions**
		
		(a)

				**Final
					 Documents:**Lessor
					 shall receive on or before the Delivery Date each of the
					 following:
		
		(i)

				**Certificate
					 of Technical Acceptance:**the
					 Certificate of Technical Acceptance, dated and fully completed, and executed by
					 Lessor and Lessee;
		
		(ii)

				**Opinions**: a
					 signed original of each of the opinions referred to in Clause 1(a) of this
					 Schedule, dated the Delivery Date;
		
		(iii)

				**Payments:**all
					 sums due to Lessor under the Lease on or before the Delivery Date including the
					 first payment of Rent and, if applicable, the balance of the Deposit;
		
		(iv)

				**Insurances**:
					 certificates of insurance, an opinion and undertaking from Lessees
					 insurance broker and other evidence satisfactory to Lessor that Lessee is
					 taking the required steps to ensure due compliance with the provisions of the
					 Lease as to Insurances with effect on and after the Delivery Date;
		
		(v)

				**Financial
					 Information:**the
					 latest Financial Information of Lessee as requested by
					 Lessor;
		
		(vi)

				**Letter
					 of Credit (if applicable)**: the
					 Letter of Credit;
		
		(vii)

				**Guaranty
					 (if applicable)**: the
					 Guaranty, duly executed and delivered by Guarantor, a certified copy of
					 Guarantors Board of Directors approving the issuance of the Guaranty and
					 a legal opinion or legal opinions of Guarantors in-house chief legal
					 counsel acceptable to Lessor in respect of the Guaranty in form and substance
					 acceptable to Lessor and its legal counsel;
		
		(viii)

				**Lessees
					 Maintenance Program**: such
					 information and documents relating to the Lessees Maintenance Program as
					 Lessor may reasonably require;
		66

		  
		  
		  07c043
			 CTA
		
		(ix)

				**Registration
					 and Filings**:
					 evidence that on the Delivery Date the Aircraft has been validly registered
					 under the Laws of the State of Registry and that all filings, registrations,
					 recordings and other actions have been or will be taken which are necessary or
					 advisable to ensure the validity, effectiveness and enforceability of the Lease
					 and to perfect and protect the property rights, to the extent such rights exist
					 or are created by the Lease or an applicable Security Interest, of Lessor,
					 Owner and any holder of such Security Interest in the Aircraft, any Engine or
					 any Part;
		
		(x)

				**Organization
					 and Authorization:**(i) the
					 corporate documents of Lessee as they exist on the Delivery Date and (ii)
					 resolutions of the board of directors of Lessee approving the terms and
					 conditions of the Lease and authorizing the execution, delivery and performance
					 of the Lease;
		
		(xi)

				**General**: such
					 other documents as Lessor may reasonably request on a timely basis in advance
					 of the Scheduled Delivery Date;
		
		(b)

				**Representations/Warranties**: the
					 representations and warranties of Lessee in Schedule 2 shall be correct, and
					 would be correct if repeated on Delivery;
		
		(c)

				**No
					 Default**: no
					 Default shall have occurred and be continuing on Delivery or would be
					 reasonably likely to occur from the leasing of the Aircraft to Lessee under the
					 Lease; and
		
		(d)

				**Aircraft
					 Title:**Acquisition by Lessor from a third party of title to the Aircraft or other
					 interest therein sufficient to lease the Aircraft to Lessee on the terms and
					 conditions set forth in the Lease.
		
		3.

				**Lessee
					 Condition Precedents**
		
		Lessees
		  obligation to lease the aircraft hereunder shall be subject to (i) the Aircraft
		  meeting the Delivery Condition Requirements and (ii) receipt by Lessee of each
		  of the following documents on or before the Delivery Date, save to the extent
		  that the same are waived or deferred by the Lessee it its absolute
		  discretion:
		
		(a)

				a
					 certificate signed by a duly authorized officer of Lessor certifying that
					 Lessors representations and warranties in Schedule 2 are true and correct
					 on the Delivery Date as if given on such date;
		
		(b)

				a side
					 letter to Lessee confirming that a signed Certificate of Insurance
					 incorporating the provisions of AVN67B as currently operated in the Aviation
					 Insurance industry will, when provided at delivery, constitute evidence of
					 insurance in form and substance acceptable to the Lessor as required in the
					 Lease;
		
		(c)

				acquisition
					 by Lessor from Lessee or a third party of title to the Aircraft or other
					 interest therein sufficient to lease the Aircraft to Lessee on the terms and
					 conditions set forth in the Lease;
		
		(d)

				a
					 certified copy of the bill of sale relating to the Aircraft (duly notarized,
					 consularized and apostilled as necessary) if required for registration of the
					 Aircraft in the State of Registry; and
		
		(e)

				a valid
					 Export Certificate of Airworthiness.
		67

		  
		  
		  07c043
			 CTA**SCHEDULE
		  4**
		**PRE-DELIVERY
		  PROCEDURES AND DELIVERY CONDITION**
		**REQUIREMENTS**

		
		1.

				**Licenses**
		
		(a)

				Except
					 for the Export Certificate of Airworthiness, it is the responsibility of Lessee
					 to obtain all licenses, permits or approvals necessary to export or transport
					 the Aircraft from the Delivery Location.
		
		(b)

				Lessor
					 will provide Lessee with any required data and information relating to the
					 Aircraft or Lessor as are reasonably available to Lessor for the purposes of
					 obtaining any such licenses, permits or approvals.
		
		2.

				**Inspection**
		
		Except
		  as otherwise provided in the Aircraft Lease Agreement:
		
		(a)

				Subject
					 to any applicable purchase agreement (but without prejudice to Lessees
					 rights to inspect the Aircraft prior to the Delivery Date), Lessee shall
					 inspect the Aircraft (including such rights as Lessor has to be present and
					 inspect, on an ongoing basis, the manufacture of the Aircraft and including a
					 demonstration flight which shall be undertaken for the benefit of Lessee at no
					 expense to Lessee with up to two (2) representatives of Lessee on the Aircraft
					 as observers) to ensure that the Aircraft fulfils the Delivery Condition
					 Requirements.
		
		(b)

				If
					 Lessees inspection of the Aircraft shows that the Aircraft does not
					 fulfill the Delivery Condition Requirements, Lessor will correct any defects
					 and make the Aircraft available for re-inspection by Lessee provided that, in
					 Lessors reasonable opinion, it is not impracticable or prohibitively
					 expensive to correct the defect.
		
		(c)

				If
					 Lessor, acting in good faith, notifies Lessee that it does not intend to
					 correct the defect (referred to in paragraph (b) of this Clause 2), either
					 party may terminate the Lease.
		
		3.

				**Indemnity**
		
		Lessee
		  is responsible for and will indemnify each Indemnitee against all Losses
		  arising from death or injury to any observer, representative or any employee of
		  Lessee in connection with the inspection of the Aircraft whether or not such
		  Losses arise out of or are attributable to any act or omission, negligent or
		  otherwise, of any Indemnitee except with respect to Losses arising solely due
		  to the willful misconduct or recklessness of Lessor or Lessors servants
		  or agents.
		68

		  
		  
		  07c043
			 CTA**SCHEDULE
		  5**
		**Certificate
		  Of Technical Acceptance**
		
		This
		  Certificate of Technical Acceptance is delivered, on the date set out below by
		  ________ (Lessee) to ________ (Lessor) pursuant to the
		  Aircraft Lease Agreement dated ________ between Lessor and Lessee (the
		  Lease). The capitalized terms used in this Certificate shall have
		  the meaning given to such terms in the Lease.
		
		**DETAILS
		  OF ACCEPTANCE**
		
		Lessee
		  hereby confirms to Lessor that Lessee has at [ ] oclock on this ________
		  day of ________, at ________ , technically accepted the following, in
		  accordance with the provisions of the Lease:
		
		______[model]Aircraft, Manufacturers Serial Number ________;
		
		______[model]Engines:
		
		Engine
		  Number Manufacturers Serial Number
		
		[To be
		  completed at Delivery]
		
		(each of
		  which has 750 or more rated take off horsepower or the equivalent of such
		  horsepower)
		
		Fuel
		  Status:Kilos/lbs
		  ________ ; and
		
		Loose
		  Equipment Check List: in accordance with the list signed by Lessor and Lessee
		  and attached hereto.
		
		Aircraft
		  Documents and Records: in accordance with the list signed by Lessor and Lessee
		  and attached hereto.
		
		LOPA
		  drawing attached.
		
		**HOURS
		  AND CYCLES DATA (as of Delivery Date)**
		
		Airframe:

		
		Time
		  since New: ___________ Cycles since New: ___________
		
		Landing
		  Gear (Main [, Center] and Nose)
		
		Time
		  since New: ___________ Cycles since New: ___________
		
		Engines:

		
		ESN:
		  ________
		
		Time
		  since New: ___________ Cycles since New: ___________
		
		ESN:
		  ________
		
		Time
		  since New: ___________ Cycles since New: ___________
		
		Auxiliary
		  Power Unit :
		
		Number
		  of APU Hours since New: ___________ Hours
		69

		  
		  
		  07c043
			 CTA**ACCEPTANCE:**

		
		Lessee
		  hereby confirms that the Aircraft, Engines, Parts and Aircraft Documents and
		  Records are technically acceptable to it, satisfy all of the Delivery Condition
		  Requirements and are in the condition for delivery and acceptance as required
		  under the Lease.
		
		**IN
		  WITNESS WHEREOF**, Lessee
		  and Lessor have, by their duly authorized representative, executed this
		  Certificate of Technical Acceptance on the date in paragraph 1 above.
		
		**LESSEE:**By:Title:
		  
		  **LESSOR:**By:Title:
		70

			 
			 
			 07c043
				CTA**S****CHEDULE
		  6**
		
		****PROCEDURES
		  AND OPERATING CONDITION AT REDELIVERY****
		
		On the
		  Return Occasion the Aircraft will be redelivered to Lessor by Lessee in
		  accordance with the procedures and in any event in the condition set out below.
		  For the avoidance of doubt, any damage assessment and/or rectification criteria
		  used in assessing the redelivery condition shall be as prescribed in the
		  Manufacturers maintenance manual and/or the Manufacturers
		  structural repair manual (SRM), as appropriate.
		
		**1.1**

				**FINAL
					 INSPECTION**
		
		Immediately
		  prior to the Return Occasion, Lessee will make the Aircraft available to Lessor
		  and Owner for inspection (Final Inspection) in order to verify that
		  the condition of the Aircraft complies with the Lease. The Final Inspection
		  will include, and be long enough to permit Lessor to:
		
		(a)

				inspect
					 the Aircraft Documents and Records;
		
		(b)

				inspect
					 the Aircraft (including an examination of all compartments and bays, with
					 Lessee to open or remove panels as reasonably required by Lessor or Owner),
					 uninstalled Parts and the APU (including a complete video borescope inspection
					 of the APU);
		
		(c)

				inspect
					 the Engines, including (i) a complete video borescope inspection of (A) the low
					 pressure and high pressure compressors, (B) combuster area and (C) turbine area
					 and (ii) engine condition runs (including full take-off power engine run-up
					 performed in accordance with the performance test in the Manufacturers
					 maintenance manual, and the Engines shall not exceed corrected limits for all
					 parameters using temperature corrected charts), and power assurance runs; and
		
		(d)

				observe
					 a two hour demonstration flight at Lessees cost (with Lessors and
					 Owners representatives as on-board observers).
		
		Furthermore,
		  Lessee acknowledges that a purchaser or the next operator of the Aircraft may
		  need to inspect the Aircraft, the Engines and the Aircraft Documents and
		  Records prior to redelivery and Lessee hereby agrees to cooperate reasonably at
		  all times during the Term with Lessor, Owner and/or such purchaser or such next
		  operator in order to coordinate, assist and grant access for the above
		  inspections and/or meetings as necessary.
		
		Lessor
		  or Owner, as the case may be, is responsible for and will indemnify Lessee
		  against all Losses arising from the death or injury to any observer or any
		  employee of Lessor or Owner, a purchaser or next operator of the Aircraft, as
		  the case may be, in connection with the inspection of the Aircraft under this
		  Clause 1.1 whether or not such Losses arise out of or are attributable to any
		  act or omission, negligent or otherwise of Lessee, except with respect to
		  Losses arising solely due to the willful misconduct or recklessness of Lessee
		  or Lessees servants or agents.
		
		**1.2**

				**GENERAL
					 CONDITION**
		
		The
		  Aircraft will:
		
		(a)

				be in
					 the same configuration as at Delivery after giving effect to any post-Delivery
					 modifications, repairs or maintenance to the Aircraft paid for or otherwise
					 provided by or on behalf of Lessor (or as permitted by the Lease or as
					 otherwise mutually agreed), be in as good operating condition and appearance as
					 when delivered to
		71

		  
		  
		  07c043
			 CTA
		
		Lessee
		  (after giving effect to any such post-Delivery modifications, repairs or
		  maintenance), except for ordinary wear and tear of a kind and to an extent
		  consistent with similar aircraft engaged in commercial airline operations and
		  alterations and modifications authorized or required under the Lease and paid
		  for by Lessee or a Permitted Sub-Lessee, and shall have been thoroughly cleaned
		  immediately prior to redelivery, and all structural damage shall have been
		  repaired to a permanent repair standard as per the SRM or, if the damage is
		  outside the scope of the SRM shall require FAA 8110-3 certification or the
		  equivalent certification by the civil aviation authority of the State of
		  Design. For the avoidance of doubt, a permanent repair shall be defined as
		  either a Category A or Category B repair in accordance with the B777-200
		  SRM:
		
		Category
		  A Repair: A permanent repair for which the inspections given in the Maintenance
		  Planning Data (MPD) document, are sufficient and no other actions are
		  necessary.
		
		Category
		  B Repair: A permanent repair for which supplemental inspections are necessary
		  at the specified threshold and repeat intervals.
		
		(b)

				have
					 installed the full complement of equipment, parts, accessories, furnishings and
					 loose equipment as when originally delivered to Lessee (and after giving effect
					 to any post-Delivery modifications, repairs or maintenance paid for or
					 otherwise provided by or on behalf of Lessor and unless and as otherwise
					 permitted by the Lease or mutually agreed) and the Aircraft (including the
					 Aircraft Documents and Records) shall be in a condition suitable for immediate
					 registration with the FAA (assuming that the Owner qualifies for such
					 registration) and immediate operations under JAR 121 or FAR Part 121 as
					 appropriate depending on the type of the Aircraft (unless otherwise provided in
					 the Aircraft Lease Agreement) with a new operator, without waiver, unless the
					 benefit of such waiver is applicable to the next operator of the Aircraft, or
					 restriction; and if any of the engines or parts tendered for redelivery with
					 the Aircraft is not one of the Engines or Parts referred to in the Certificate
					 of Technical Acceptance or a Replacement Engine installed pursuant to Clause
					 8.11(b) following an Engine Event of Loss, Lessor shall have no obligation to
					 accept such engine or part unless Lessee furnishes to Lessor all the documents
					 and evidence in respect of such engine or part in accordance with Clause
					 8.11(b), as if such engine were a Replacement Engine or replacement Part, and
					 otherwise complies with such Clause 8.11(b) with respect
					 thereto;
		
		(c)

				have in
					 existence a valid and effective certificate of airworthiness (and if required
					 by Lessor, a valid and effective export certificate of airworthiness) with
					 respect to the Aircraft issued by the Air Authority (in the case of an export
					 certificate of airworthiness no earlier than 10 days prior to the redelivery);
		
		(d)

				comply
					 with the manufacturers original specifications except as modified in
					 accordance with the Manufacturers service bulletins or letters,
					 Airworthiness Directives, Air Authority approved data or otherwise as permitted
					 by the Aircraft Lease Agreement;
		
		(e)

				have
					 undergone, immediately prior to redelivery, the Redelivery
					 Check;
		
		(f)

				have had
					 accomplished all outstanding Airworthiness Directives affecting the Aircraft
					 issued by the FAA requiring action during the Term or within the AD Compliance
					 Period. For this purpose, compliance shall be by terminating action
					 if:
		
		(i)

				Lessee
					 has complied by terminating action for other aircraft of the same model and
					 series then operated by Lessee, except where such terminating
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		action
					 was required under the terms of the Airworthiness Directive as a result of a
					 finding during an inspection which precluded further ongoing inspections to
					 achieve adherence to the Airworthiness Directive; or(ii)

				the
					 latest date permitted by such Airworthiness Directive for required compliance
					 by terminating action falls within the AD Compliance Period.
		
		action
		  was required under the terms of the Airworthiness Directive as a result of a
		  finding during an inspection which precluded further ongoing inspections to
		  achieve adherence to the Airworthiness Directive; or In no event shall there be
		  any time extensions, waivers, deviations or alternative means of compliance
		  with any Airworthiness Directives or other regulations that are
		  non-transferable by Lessee. In the event that a revision to an AD occurs, which
		  revises the compliance provisions of such AD, after the last Engine shop
		  visit(s) carried out on the Engines during the Term and as a result Lessee has
		  terminated such AD on another engine in its fleet as of the Return Occasion,
		  then Lessor shall not require an unscheduled Engine shop visit be carried out
		  in order to meet the intent of subparagraph (i) of this paragraph (f) provided
		  that non termination of such AD does not impact upon the intent of subparagraph
		  (ii) and does not result in any reduction of the Minimum Engine Flight Hours
		  and Minimum Engine Cycles at Redelivery;
		
		(g)

				have
					 installed all applicable vendors and manufacturers service bulletin
					 kits received free of charge by Lessee during the Term that are appropriate for
					 the Aircraft and to the extent not installed, those kits will be furnished free
					 of charge to Lessor;
		
		(h)

				have the
					 fuselage, empennage, wings, pylons, cowlings and flight controls sanded,
					 re-placarded and painted white in accordance with standard industry practice,
					 including any required re-balancing of flight controls and required re-weighing
					 or recalculation of the Aircraft or the Aircraft weight;
		
		(i)

				have all
					 signs and decals clean, secure and legible;
		
		(j)

				have no
					 open, deferred, continued, carry over or placarded maintenance items or watch
					 items or placarded log book items, and all other log book discrepancies shall
					 be cleared;
		
		(k)

				all
					 discrepancies discovered during the inspections described above which exceed
					 the Manufacturers maintenance manual allowable limits for in-service
					 aircraft shall have been repaired in accordance with Air Authority-approved
					 procedures;
		
		(l)

				all
					 repairs of a temporary or interim nature, requiring repetitive inspections or
					 future upgrading, including external doublers with blind fasteners, shall be
					 upgraded to permanent repair. For the avoidance of doubt, a permanent repair
					 shall be defined as either a Category A or Category B repair in accordance with
					 the B777-200 SRM:
		
		Category
		  A Repair: A permanent repair for which the inspections given in the Maintenance
		  Planning Data (MPD) document are sufficient and no other actions are
		  necessary.
		
		Category
		  B Repair: A permanent repair for which supplemental inspections are necessary
		  at the specified threshold and repeat intervals.
		
		and
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		(m)

				all
					 systems shall be fully operational for their intended functions in accordance
					 with the Manufacturers maintenance manual
					 specifications.
		
		**1.3**

				**COMPONENTS**
		
		(a)

				Each
					 Flight Hour or Cycle controlled Hard Time Component (other than the APU, but
					 including the components installed on the APU) shall have not less than the
					 Minimum Component Flight Hours or the Minimum Component Cycles (whichever is
					 more restrictive) of life remaining to the next scheduled removal, in
					 accordance with the Lessees Maintenance Program and shall be supported by
					 appropriate certification documentation indicating TSN, CSN, TSO and CSO in the
					 form of JAR form 1 or FAA form 8130-1, as applicable; for this purpose
					 Hard Time Component means any component which has a limited on-wing
					 life in accordance with the Lessees Maintenance Program and which can
					 have life fully restored through appropriate maintenance, but excluding from
					 such definition Engine LLPs, a whole engine, a whole APU and a complete landing
					 gear (but not excluding the Hard Time Components within such engine, APU or
					 landing gear);
		
		(b)

				Each
					 calendar-limited component including safety equipment will have not less than
					 its Minimum Component Calendar Life remaining to the next scheduled removal in
					 accordance with the Lessees Maintenance Program;
		
		(c)

				Each
					 on-condition and condition-monitored component will be
					 serviceable and include FAA certification by appropriate FAA form 8130-1
					 certification unless same has not been removed from the Aircraft**;**
		
		(d)

				The
					 installed Flight Hour of Cycle controlled components as a group will have an
					 average of total flight time since new of not more than that of the
					 Airframe;
		
		(e)

				Each
					 Airframe Life-Limited Component will have not less than the Minimum Component
					 Flight Hours and the Minimum Component Cycles remaining to next scheduled
					 removal and will be supported by certification documentation necessary to
					 demonstrate back-to-birth traceability; for this purpose Airframe-Life
					 Limited Component means a component with an ultimate life which cannot be
					 restored through appropriate maintenance.
		
		**1.4**

				**ENGINES**
		
		(a)

				Each
					 Engine (or a Replacement Engine as and to the extent permitted by Clause
					 1.2(b)) will be installed on the Aircraft and comply with the
					 following:
		
		(i)

				Each
					 Engine will have not less than the Minimum Engine Flight Hours and Minimum
					 Engine Cycles expected life remaining to the next removal. The expected life
					 remaining will be determined by the inspection and checks accomplished in
					 accordance with the Lease as listed below:
		
		(ii)

				borescope
					 inspection;
		
		(iii)

				engine
					 condition monitoring sage data;
		
		(iv)

				OATL
					 assessment or minimum last ten (10) Flight Hours;
		
		(v)

				ground
					 runs;
		
		(vi)

				technical
					 log analysis; and
		
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		(vii)

				  previous
						shop visit assessment (if applicable);
		(b)

				Each
					 Engine shall have just completed at the Redelivery Location a hot (including
					 combustion chamber) and cold section video borescope inspection, which
					 inspection shall be performed at Lessors expense, and a power assurance
					 run performed at Lessees expense in accordance with the Lessees
					 Maintenance Program or Manufacturers maintenance manual and any defects
					 discovered in such inspections which exceed the Engine manufacturers
					 in-service limits shall be corrected at Lessees expense. Lessee shall
					 cause such borescope inspections to be performed and to be recorded on
					 videotape by an agency selected by Lessor and shall provide Lessor with a copy
					 of such videotape on the Return Occasion. No Engine shall be on
					 watch for any reason requiring any special or out of sequence
					 inspection. Each Engine shall comply with the operations specification of
					 Lessee without waiver or exceptions. All items beyond the Engine
					 manufacturers in-service limits shall be repaired;
		
		(c)

				Each
					 Engine Life-Limited Part will have not less than the Minimum Engine LLP Cycles
					 remaining per the manufacturers then current limitations for the part
					 number in question, and will be supported by certification documentation
					 necessary to demonstrate back-to-birth traceability; for this purpose
					 Life Limited Part means a component with an ultimate life which
					 cannot be restored through appropriate maintenance; and
		
		(d)

				Each
					 Engine will have no less than the Minimum Engine Cycles and the Minimum Engine
					 Flight Hours before any defect, condition or restriction requires any
					 inspection, testing, repair or replacement in accordance with the Engine
					 manufacturers maintenance manual limits.****
		
		**1.5**

				  **FUSELAGE,
						WINDOWS AND DOORS**
		
		(a)

				The
					 fuselage will be free of major dents and abrasions in excess of the limits
					 specified in Manufacturers maintenance manual or SRM, as applicable,
					 loose or pulled or missing rivets and all structural repairs shall be permanent
					 repairs. For the avoidance of doubt, a permanent repair shall be defined as
					 either a Category A or Category B repair in accordance with the B777-200
					 SRM:
		
		Category
		  A Repair: A permanent repair for which the inspections given in the Maintenance
		  Planning Data (MPD) document, are sufficient and no other actions are
		  necessary.
		
		Category
		  B Repair: A permanent repair for which supplemental inspections are necessary
		  at the specified threshold and repeat intervals.
		
		(b)

				Windows
					 will be free of delamination, blemishes, crazing, in excess of the limits
					 specified in the Manufacturers maintenance manual or SRM, as applicable,
					 and will be properly sealed;
		
		(c)

				Doors
					 will be free moving, correctly rigged and be fitted with serviceable seals;
					 and
		
		(d)

				Lessee
					 will supply a dent and scratch survey with specific locations at redelivery
					 that encompasses all previously repairs and damage that is within the
					 Manufacturers limits on the Aircraft.
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		**1.6**

				**WINGS
					 AND EMPENNAGE**
		
		(a)

				Leading
					 edges will be free from damage in excess of the limits specified in the
					 Manufacturers maintenance manual or structural repair manual;
					 and
		
		(b)

				Unpainted
					 surfaces of the wings and empennage will be polished.
		
		**1.7**

				**INTERIOR
					 AND COCKPIT**
		
		(a)

				Carpet
					 will be in good condition and freshly cleaned prior to redelivery. Carpet will
					 be free from stains, frays and tears and will meet all existing FAR fire
					 resistance regulations;
		
		(b)

				Sidewalls,
					 ceilings, floor coverings, seats, overhead bins and bulkhead coverings will be
					 in good condition with no frays or tears and will meet all existing FAR fire
					 resistance regulations; and
		
		(c)

				All
					 seats will be in good working order and all seat covers will be freshly cleaned
					 prior to redelivery. Seat belts will be of matching color and be free from
					 stains, frays and tears and have TSO tags attached.
		
		**1.8**

				**LANDING
					 GEAR; WHEELS AND BRAKES**
		
		(a)

				The
					 Landing Gear and wheel wells will be clean, free of leaks and repaired as
					 necessary;
		
		(b)

				Each
					 installed Landing Gear shall have no more Cycles accumulated than the Airframe
					 and, Minimum Landing Gear Flight Hours and/or Minimum Landing Gear Cycles
					 and/or Minimum Landing Gear Calendar Time, shall have not less than the Minimum
					 Landing Gear Flight Hours and the Minimum Landing Gear Cycles and the Minimum
					 Landing Gear Calendar Time to the next scheduled overhaul or removal, as the
					 case may be, in accordance with the then current Manufacturers
					 Maintenance Planning Document or Lessees Maintenance Program;
					 and
		
		(c)

				The
					 wheels and brakes will have not less than half of their useful life
					 remaining.
		
		**1.9**

				**RETURN
					 OF AUXILIARY POWER UNIT (APU)**
		
		The APU
		  shall have just completed a borescope inspection and shall meet all air outputs
		  and temperature limitations under load in accordance with the Lessees
		  Maintenance Program and the Manufacturers maintenance manual, and any
		  defects discovered in such inspection, which exceed the APU manufacturers
		  in-service limits, shall be corrected at Lessees expense. The APU shall
		  have not more than the Minimum APU Limit since the last gas path refurbishment.
		  The APU Life Limited Parts shall have not less than the Minimum APU LLP Limit
		  of useful life remaining on average.
		
		**1.10**

				**CORROSION**
		
		(a)

				The
					 Aircraft shall be in compliance with the Manufacturers corrosion
					 prevention and control program (CPCP) requirements;
		
		(b)

				The
					 entire fuselage will be substantially free from corrosion according to the
					 Manufacturers maintenance manual; and
		
		(c)

				Fuel
					 tanks will be free from contamination and corrosion according to the
					 Manufacturers maintenance manual.
		76

		  
		  
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		**1.11**

				**FUEL**
		
		At
		  redelivery, Lessor will pay to Lessee or Lessee will pay to Lessor (as the case
		  may require) a cash adjustment in respect of the difference in fuel on board at
		  Delivery versus redelivery, at the then prevailing cost of fuel at the
		  Redelivery Location.
		
		**1.12**

				**MAINTENANCE
					 PROGRAM**
		
		(a)

				Prior to
					 the Return Occasion and upon Lessors or Owners request, Lessee will
					 provide Lessor or Owner or its agent reasonable access to the Lessees
					 Maintenance Program and the Aircraft Documents and Records in order to
					 facilitate the Aircrafts integration into any subsequent operators
					 fleet; and
		
		(b)

				Lessee
					 will, if requested by Lessor or Owner to do so, provide sufficient access to
					 Lessees Maintenance Program in order to integrate the Aircraft to the
					 next operators maintenance program. Lessor and any Person to whom Lessor
					 grants access to Lessees Maintenance Program shall agree that it will not
					 disclose the contents of the Lessees Maintenance Program to any Person
					 except to the extent necessary to monitor Lessees compliance with the
					 Lease and/or to bridge the maintenance program for the Aircraft from the
					 Lessees Maintenance Program to another program after the Return
					 Occasion.
		
		**1.13**

				**Aircraft
					 Documents**
		
		At
		  redelivery Lessee will deliver to Lessor and Owner all current and complete
		  historical records required to be maintained relevant to the Aircraft,
		  including documents, manuals, data, overhaul records, life limited part
		  traceability to zero time since new, log books, original delivery
		  documents, serviceable parts tags, FAA forms, modification records and
		  inspection records, and including each of the following Aircraft Documents and
		  Records:
		
		A.

				Certificates
		A001

				Certificate
					 of Airworthiness
		A002

				Current
					 Aircraft Registration
		A003

				C of A
					 for Export (if applicable)
		A004

				Noise
					 Limitation Certificate (AFM page)
		A005

				Radio
					 Station License
		A007

				Aircraft
					 deregistration confirmation
		A008

				Burn
					 Certificates - Cabin Interiors - as follows:
		Certification
					 of compliance with the fire blocking requirements as outlined in FAR/JAR Part
					 25 including:
		-

				Seat
					 cushions*
		-

				Back
					 rest cushions*
		-

				Dress
					 covers*
		-

				Carpets
		-

				Curtains
		-

				Interior
					 Surfaces (if refurbished)
		*
		  Including in combination burn certification
		
		B.

				Aircraft
					 Maintenance Status Summaries
		B001

				Certified
					 current Time in Service (Hours & Cycles) and maintenance status
		B002

				Certified
					 status of Airworthiness Directives including method of
					 compliance
		B003

				Certified
					 status of Service Bulletin Status
		B004

				Certified
					 status of SSI (if applicable)
		B005

				Certified
					 status of CPCP (if applicable)
		B006

				Certified
					 inventory of Hard Time Components (Fitted listing)
		B007

				Certified
					 inventory of OC/CM Components (Fitted listing)
		
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		  07c043
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		B008

				Certified
					 status of all non-SB and Major Modifications/STCs including acceptable
					 State of Manufacture Certification
		B009

				Certified
					 status of Check/Inspection History & Current Status of Checks
		B010

				List of
					 Deferred Maintenance Items
		B011

				List of
					 Out of Phase Checks, Special Requirements, Time Limited Repairs (if
					 any).
		B012

				Aircraft
					 Accident & Incident Report.
		B013

				Structural
					 repairs and damage (including Dent & Buckle Chart).
		
		C.

				Aircraft
					 Maintenance Records
		C001

				Technical
					 Logs (Minimum of 2 years)
		C002

				A
					 Checks
		Last
					 complete cycle of A Checks (or equivalent)
		C003

				Intentionally
					 Deleted
		C004

				All
					 Major Checks
		C005

				CPCP
					 Tasks (if applicable)
		C006

				Periodic
					 Tasks
		C007

				Dirty
					 Finger Print Certification - ADs
		C008

				Dirty
					 Finger Print Certification - SBs
		C009

				Dirty
					 Finger Print Certification - All other modification
		C010

				Last
					 Weight Report including Schedule
		C011

				Compass
					 Swing Report
		C012

				Last
					 Test Flight Report
		C013

				Certified
					 ETOPS compliance report (if applicable)
		C014

				Dirty
					 Finger Print certification - All Structural repairs/structural
					 damage
		C015

				Details
					 of State of Manufacture certification basis - A non-SRM Structural
					 repairs
		C016

				Aircraft
					 Log Book(s) if applicable
		
		D.

				Configuration
					 Status
		D001

				Approved
					 and certified LOPA
		D002

				Galley
					 Drawings/Component OHM
		D003

				Emergency
					 Equipment Drawing/Listing
		D004

				Loose
					 Equipment Inventory
		D005

				Inventory
					 Listing of Avionic installed Units.
		
		E.

				Aircraft
					 Historical Records
		E001

				C of A
					 (Export) from State of Manufacture
		E002

				Manufacturers
					 AD Report
		E003

				Manufacturers
					 Inspection Report, Initial Equipment list
		E004

				Manufacturers
					 repair/alteration report
		E005

				Manufacturers
					 SB Report
		E006

				Service
					 Difficulty Reports (if any)
		E007

				Aircraft
					 Historical Log
		E008

				Last
					 Flight Data Recorder Read-Out & Corrections
		E009

				Weighing
					 report
		
		F.

				Engine
					 Records
		F001

				Certified
					 Statement of Status of Each Engine
		F002

				AD
					 Compliance Report and Compliance Documents
		F003

				Manufacturers
					 Modifications & SB Status
		F004

				In-house
					 Modifications (if applicable)
		F005

				Certified
					 LLP Listing
		F006

				Certified
					 listing of installed units
		F007

				Manufacturer
					 Delivery Document
		F008

				Complete
					 copies of all historical engine/module Shop Visit Reports
		F009

				State of
					 Manufacture LLP Traceability
		F010

				Conditioning
					 Monitoring Report
		F011

				Engine
					 Log Book/Master Records of Installation/Removals
		F012

				Last
					 Borescope Report, including video if available
		
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		  07c043
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		F013

				Test
					 Cell Run Report
		F014

				Last
					 On-Wing Ground Run
		F015

				Certified
					 Statement that Engines are not involved in an Accident
		F016

				Approved
					 Release to Service Certification for installed rotables
		F017

				Approved
					 ETOPS compliance report (if applicable)
		
		G.

				APU
		G001

				Certified
					 Statement on Status of APU (if applicable)
		G002

				Certified
					 SB Compliance Report/AD Status Report
		G003

				Approved
					 Release to Service Certification for installed units
		G004

				APU Log
					 Book/Master Record of Installation/Removals
		G005

				Complete
					 copies of all APU Shop Visit Reports & Reason for Removal
		G006

				Statement
					 of APU Hours to Aircraft Flying Hours
		G007

				LLP
					 Status and Full Traceability to birth
		G008

				APU
					 Borescope Report
		G009

				Last
					 On-Wing/Health Check Data sheets (if applicable)
		G010

				Last
					 Test Cell Run
		G011

				Approved
					 ETOPS compliance report
		
		H.

				Component
					 Records
		H001

				Approved
					 Release to Service Certification for Hard Time Components
		H002

				Approved
					 Release to Service Certification for OC/CM Components
		
		I.

				Landing
					 Gears
		I001

				Approved
					 Release to Service Certification for major assemblies on each
					 Gear
		I002

				Approved
					 LLP Listings for each Gear (with FULL Traceability to Birth)
		I003

				Last
					 Shop Visit Report (OH)
		
		J.

				Manuals
		All
					 Manufacturers Manuals delivered with the Aircraft under the Lease updated
					 to the latest revision standard (applicable as at the Return Occasion) as may
					 be reasonably requested by Lessor
		
		Electronic
		  Data:
		J006

				WDM
		J007

				IPC
		J008

				Maintenance
					 Manual
		J009

				Schematics
		J010

				Hook Up
					 Listing
		
		K.

				Miscellaneous
		K006

				Maintenance
					 Program Specifications (Operators)
		K007

				Reference
					 Material for Interpretation of Status Summaries, or cross-reference for Part
					 Numbers
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		**SCHEDULE
		  7**
		**INSURANCE
		  REQUIREMENTS**
		
		**1.1**

				**Types
					 of Insurance**
		
		The
		  Insurances required to be maintained are as follows:
		
		(a)

				**Hull
					 All Risks**of loss
					 or damage while flying, taxiing and on the ground with respect to the Aircraft
					 on an agreed value basis for the Agreed Value and with a deductible not
					 exceeding the Deductible Amount, or such other amount agreed by Lessor from
					 time to time;
		
		(b)

				**Hull
					 War and Allied Perils**, being
					 such risks excluded from the Hull All Risks Policy to the fullest extent
					 available from the leading international insurance markets, including
					 confiscation and requisition by the State of Registry for the Agreed Value;
		
		(c)

				**All
					 Risks**(including War and Allied Risk except when on the ground or in transit other
					 than by air) property insurance on all Engines and Parts when not installed on
					 the Aircraft on an agreed value basis for their full replacement
					 value and including engine test and running risks; and
		
		(d)

				**Comprehensive
					 Aircraft Third Party, Property Damage, Passenger, Baggage, Cargo and Mail and
					 Airline General Third Party (including Products) Legal
					 Liability**for a
					 combined single limit (bodily injury/property damage) of an amount not less
					 than the Minimum Liability Coverage for the time being for any one occurrence
					 (but in respect of products and personal injury liability, this limit may be an
					 aggregate limit for any and all losses occurring during the currency of the
					 policy). War and Allied Risks are also to be covered under the policy to the
					 fullest extent available from the leading international insurance markets and
					 in the scope provided by AVN52E as in effect on the date of this Common Terms
					 Agreement and shall be for an amount not less than the greater of (i) the
					 Minimum Liability Coverage and (ii) the amount carried by Lessee in respect of
					 similar aircraft owned or otherwise operated by Lessee.
		
		**1.2**

				**Terms
					 of Hull and Spares Insurance**
		
		All
		  required hull and spares insurance, so far as it relates to the Aircraft,
		  will:
		
		(a)

				**Additional
					 Insureds:**name
					 Lessor and Owner and their respective successors and assigns (provided that
					 Lessor shall notify Lessee in writing of the identity of such successors and
					 assigns if so required by Lessees insurers) as additional insureds for
					 their respective rights and interests;
		
		(b)

				**Settlement
					 of Losses:**provide
					 that any loss will be settled jointly with Lessor and Lessee, and will be
					 payable in Dollars to Lessor*,*for the
					 account of all interests, except where the insurance payment does not exceed
					 the Damage Notification Threshold, and Lessor has not notified the insurers to
					 the contrary, in which case the loss will be settled with and paid to Lessee;
		
		(c)

				**50/50
					 Provision:**if
					 separate Hull all risks and war risks insurances are
					 arranged, include a 50/50 provision in accordance with market practice (AVS.
					 103 is the current London market language); and
		
		(d)

				**No
					 Option to Replace:**confirm
					 that the insurers are not entitled to replace the Aircraft in the event of an
					 insured Event of Loss.
		80

		  
		  
		  07c043
			 CTA**1.3**

				**Terms
					 of Liability Insurance**
		
		All
		  required liability insurances will:
		
		(a)

				**Additional
					 Insureds:**include
					 each Indemnitee, as additional insureds for its respective rights and
					 interests, warranted, each as to itself only, no operational interest;
		
		(b)

				**Severability:**include
					 a severability of interests clause which provides that the insurance, except
					 for the limit of liability, will operate to give each insured the same
					 protection as if there was a separate policy issued to each insured; and
		
		(c)

				**Primary
					 Policy:**contain
					 a provision confirming that the policy is primary without right of contribution
					 and the liability of the insurers will not be affected by any other insurance
					 of which Lessor, each Indemnitee or Lessee have the benefit so as to reduce the
					 amount payable to the additional insureds under such policies.
		
		**1.4**

				**Terms
					 of All Insurances**
		
		All
		  Insurances will:
		
		(a)

				**Industry
					 Practice:**be in
					 accordance with generally accepted industry practice of persons operating
					 similar aircraft in similar circumstances;
		
		(b)

				**Dollars:**provide
					 cover denominated in Dollars and any other currencies which Lessor may
					 reasonably require in relation to liability insurance;
		
		(c)

				**Worldwide:**operate
					 on a worldwide basis subject to such limitations and exclusions as Lessor may
					 agree;
		
		(d)

				**Breach
					 of Warranty:**provide
					 that, in relation to the interests of each of the additional assureds, the
					 Insurances will not be invalidated by any act or omission by Lessee, or any
					 other person other than the respective additional assureds seeking protection
					 and shall insure the interests of each of the additional assureds regardless of
					 any breach or violation by Lessee, or any other person other than the
					 respective additional assured seeking protection of any warranty, declaration
					 or condition, contained in such Insurances;
		
		(e)

				**Subrogation:**provide
					 that the insurers will hold harmless and waive any rights of recourse or
					 subrogation against the additional insureds;
		
		(f)

				**Premiums:**provide
					 that the additional insureds will have no obligation or responsibility for the
					 payment of any premiums due (but reserve the right to pay the same should any
					 of them elect so to do) and that the insurers will not exercise any right of
					 set-off, counter-claim or other deduction, by attachment or otherwise, in
					 respect of any premium due against the respective interests of the additional
					 insureds other than outstanding premiums relating to the Aircraft, any Engine
					 or Part the subject of the relevant claim;
		
		(g)

				**Cancellation/Change:**provide
					 that the Insurances will continue unaltered for the benefit of the additional
					 insureds for at least thirty (30) days after written notice by registered mail
					 or telex of any cancellation, change, event of non-payment of premium or
					 installment thereof has been sent by insurer(s) to Lessor, or where an
					 insurance broker is appointed to the insurance broker who shall promptly send
					 on such notice to Lessor, except in the case of war risks for which seven (7)
					 days (or such lesser period as is or may be customarily available in respect of
					 war risks or allied
		81

		  
		  
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		(g)

				perils)
					 will be given, or in the case of war between the five (5) great powers or
					 nuclear peril for which termination is automatic;
		
		(h)

				**Reinsurance:**if
					 reinsurance is a requirement of the Aircraft Lease Agreement such reinsurance
					 will:
		
		(i)

				be on
					 the same terms as the original insurances and will include the provisions of
					 this Schedule;
		
		(ii)

				provide
					 that notwithstanding any bankruptcy, insolvency, liquidation, dissolution or
					 similar proceedings of or affecting the reinsured that the reinsurers
					 liability will be to make such payments as would have fallen due under the
					 relevant policy of reinsurance if the reinsured had (immediately before such
					 bankruptcy, insolvency, liquidation, dissolution or similar proceedings)
					 discharged its obligations in full under the original insurance policies in
					 respect of which the then relevant policy of reinsurance has been effected; and
		
		(iii)

				contain
					 a cut-through clause in the following form (or otherwise
					 satisfactory to Lessor):
		
		The
		  Reinsurers and the Reinsured hereby mutually agree that in the event of any
		  claim arising under the reinsurances in respect of a total loss or other claim
		  where as provided by the Aircraft Lease Agreement dated as of [__________] and
		  made between [Lessor] and [Lessee] such claim is to be paid to the person named
		  as sole loss payee under the primary insurances, the Reinsurers will in lieu of
		  payment to the Reinsured, its successors in interest and assigns pay to the
		  person named as sole loss payee under the primary insurances effected by the
		  Reinsured that portion of any loss due for which the Reinsurers would otherwise
		  be liable to pay the Reinsured (subject to proof of loss), it being understood
		  and agreed that any such payment by the Reinsurers will (to the extent of such
		  payment) fully discharge and release the Reinsurers from any and all further
		  liability in connection therewith; subject to such provisions not
		  contravening any Law of the State of Incorporation; and
		
		**Initiating
		  Claims:**contain
		  a provision entitling any Indemnitee to initiate a claim under any policy in
		  the event of the refusal or failure of Lessee to do so; and
		
		**Indemnities:**accept
		  and insure the indemnity provisions of the Lease to the extent of the risks
		  covered by the policies.
		
		**1.5**

				**Deductibles**
		
		Lessee
		  shall be responsible for any and all deductibles under the
		  Insurances.
		
		**1.6**

				**Application
					 of Insurance Proceeds**
		
		The
		  Insurances will be endorsed to provide for payment of proceeds as
		  follows:
		
		(a)

				**Event
					 of Loss:**all
					 insurance payments received as the result of an Event of Loss occurring during
					 the Term will be paid to Lessor, and Lessor will pay the balance of those
					 amounts to Lessee after deduction of all amounts which are payable by Lessee to
					 Lessor under the Lease and the Other Agreements (including under Clause
					 11.1(b));
		
		(b)

				**Exceeding
					 Damage Notification Threshold:**all
					 insurance proceeds of any property, damage or loss to the Aircraft, any Engine
					 or any Part occurring during the Term not constituting an Event of Loss (but
					 including an Engine Event of Loss) and in excess of
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		the
		  Damage Notification Threshold will be paid to Lessor and applied in payment (or
		  to reimburse Lessee) for repairs or replacement property upon Lessor being
		  satisfied that the repairs or replacement have been effected in accordance with
		  the Lease. Any balance remaining may be retained by Lessee;
		
		(c)

				**Below
					 Damage Notification Threshold:**insurance proceeds in amounts below the Damage Notification Threshold may be
					 paid by the insurer directly to Lessee;
		
		(d)

				**Liability
					 Proceeds:**all
					 insurance proceeds in respect of third party liability will, except to the
					 extent paid by the insurers to the relevant third party, be paid to Lessor or
					 Owner to be paid directly in satisfaction of the relevant liability or to
					 Lessee in reimbursement of any payment so made; and
		
		(e)

				**Default:**notwithstanding any of the foregoing paragraphs, if at the time of the payment
					 of any such insurance proceeds a Default has occurred and is continuing, all
					 such proceeds will be paid to or retained by Lessor or Owner, as the case may
					 be, or retained to be applied toward payment of any amounts which may be or
					 become payable by Lessee in such order as Lessor or Owner may elect, provided
					 that, upon cure of such Default, payment shall thereafter be made to Lessee of
					 such amounts.
		
		To the
		  extent that insurance proceeds are paid to Lessee, Lessee agrees to hold such
		  proceeds in trust and comply with the foregoing provisions and apply or pay
		  over such proceeds as so required.
		83

			 
			 
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				CTA**SCHEDULE
		  8**
		**FORM
		  OF LEGAL OPINION**
		
		Santiago,
		  Chile,20
		  ;
		[Lessor]

		c/o GE
		  Commercial Aviation Services Limited
		Aviation
		  House
		Shannon

		County
		  Clare
		Ireland

		Attn:
		  General Counsel]
		
		Dear
		  Sirs,
		
		This
		  opinion is furnished to you pursuant to the Aircraft Lease Agreement dated
		  [],
		  between []
		  (Lessor) and LAN Cargo S.A. (Lessee) which incorporates
		  by reference the provisions of the Common Terms Agreement (Lease).
		  Words and expressions used and not otherwise defined herein will bear the same
		  meanings as set out in the Lease.
		
		I have
		  acted as counsel for the Lessee in connection with the execution and delivery
		  of the Lease.
		
		In that
		  connection I have examined:
		
		(a)

				the
					 Lease;
		
		(b)

				the
					 Acceptance Certificate;
		
		(c)

				theDeregistration
					 Power of Attorney;
					 and
		
		(d)

				Such
					 other documents, agreements and instruments and such treaties, laws, rules,
					 regulations, decrees and the like, as I have deemed necessary as a basis for
					 the opinions hereinafter expressed; and
		
		I
		  express no opinion as to any laws other than the laws and regulations of the
		  Republic of Chile (Chile) as currently in effect.
		
		Based
		  upon the foregoing and having regard to legal considerations which I deem
		  relevant, I am of the opinion that:
		
		1.

				Lessee
					 is a corporation duly incorporated, validly existing and in good standing under
					 the laws of the Chile. It****has the
					 corporate power****and
					 authority to carry on its business as presently conducted and to perform its
					 obligations under the Lease, the Acceptance Certificate and the Deregistration
					 Power of Attorney (collectively, the Lessee
					 Documents).
		
		1.

				No
					 authorization, approval, consent, license or order of, registration with or
					 giving of notice to the Air Authority or any other Chilean Government entity is
					 required for the valid authorization, execution, delivery and performance by
					 the Lessee of each of the Lessee Documents, except as indicated in paragraph
					 [6] below.
		
		2.

				Each of
					 the Lessee Documents has been duly authorized, executed and delivered by
					 Lessee. Each of the Lessee Documents is a valid, enforceable and binding
					 obligation of Lessee except as enforceability may be limited by bankruptcy,
					 insolvency, reorganization or other applicable Laws of general application
					 affecting the enforcement of creditors rights
					 generally.
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		3.

				All
					 necessary corporate and other action have been taken to enable the person
					 acting on behalf of the Lessee to sign and deliver the Lessee Documents and to
					 enable the Lessee to perform the obligations undertaken by it thereunder. The
					 execution and delivery of the Lessee Documents, the consummation by the Lessee
					 of the transactions contemplated therein and compliance by the Lessee with the
					 terms and provisions thereof do not and will not (a) contravene any applicable
					 Law relating to Lessee or (b) result in any breach of or constitute any default
					 under or result in the creation of any lien, charge or encumbrance upon any
					 property of Lessee under any indenture, mortgage, chattel mortgage, deed of
					 trust, conditional sales contract, bank loan or credit agreement, corporate
					 charter, by-law or other agreement or instrument to which Lessee is a party or
					 by which Lessee or its properties or assets may be bound or
					 affected.
		
		[4.

				The
					 Aircraft is duly registered in the public Aircraft Registry in Chile in the
					 name of Lessor as lessor and in the name of Lessor as owner and recording the
					 Lessee as lessee and operator. Such registration of the Aircraft is not
					 inconsistent with and would not result in the loss of, Lessors title to
					 and ownership of the Aircraft. Except for the foregoing, no other filing or
					 recording of any instrument or document or any other acts are necessary or
					 advisable under the laws of Chile to protect Lessors title to and
					 ownership of the Aircraft - NB NOT RELEVANT IF AIRCRAFT IS REGISTERED OUTSIDE
					 CHILE].
		
		5.

				Except
					 for filing of the Lease with the*Dirección
					 General de Aeronáutica Civil*, no
					 filing or recording of any instrument or document (including the filing of any
					 financial statement) is necessary under the laws of Chile in order for the
					 Lease to constitute a valid and perfected Lease of record relating to the
					 Aircraft, it being understood that we express no opinion as to the nature of
					 the Lessors title to the Aircraft on the Delivery Date.
		
		6.

				Lessee
					 holds all licenses, certificates and permits from applicable governmental
					 authorities in Chile necessary for the conduct of its business as a certified
					 air carrier and performance of its obligations under the Lease, including
					 importing the Aircraft to Chile for the duration of the Term and to make the
					 payments provided for by the Lease.
		
		7.

				To the
					 best of my knowledge, there are no suits or proceedings pending or threatened
					 against Lessee before any Government Entity against or affecting Lessee which,
					 if adversely determined, would have a material adverse effect on the financial
					 condition or business of Lessee or its ability to performunder
					 the Lease.
		
		8.

				Under
					 the laws of Chile, Lessee will not be required to make or deduct any
					 withholding or other Tax from any payment it may make under the
					 Lease.
		
		9.

				Theobligations ofLesseeunder
					 theLessee
					 Documents are direct, general and unconditional obligations of LESSEE
					 andrank at
					 least*pari
					 passu*with all
					 other present and future unsecured and unsubordinatedobligations(including
					 contingent obligations) ofLessee, with
					 the exception of such obligations as are mandatorily preferred by law and not
					 by reason of any encumbrance.
		10.

						Lessee,
							 under the laws of Chile or of any other jurisdiction affecting Lessee, is
							 subject to private commercial law and suit in its own name. Neither Lessee nor
							 its properties or assets have the right of immunity from suit or execution on
							 the grounds of sovereignty in such jurisdictions and the performance by Lessee
							 of its obligations under the Lessee Documents constitutes commercial acts done
							 for commercial purposes.
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				CTA
		
		12.

				On the
					 termination of the leasing of the Aircraft under the Lease, Lessor would be
					 entitled to repossess the Aircraft, [to deregister the Aircraft from the
					 register of the Air Authority] and to export the Aircraft from Chile without
					 requiring any further consents, approvals or licenses from any governmental or
					 regulatory authority in Chile.
		
		13.

				There is
					 no applicable usury or interest limitation law in Chile which may restrict the
					 recovery of payments in accordance with the Lease;
		
		14.

				The
					 addressee hereof will not violate any law or regulation in Chile_ nor become
					 liable to tax in Chile, or be deemed domiciled, a resident or carrying on any
					 commercial activity or business in Chile by reason of entering into or
					 performing its obligations under the Lessee Documents and it is not necessary
					 to establish a place of business in Chile or to be licensed, qualified or
					 entitled to do business in Chile or to file any notice, report or other
					 document in order to enforce any provisions of the Lessee
					 Documents.;****
		
		15.

				There
					 are no stamp duties, transfer taxes or other taxes of any kind payable in Chile
					 or imposed by any Governmental Entity in Chile****in
					 connection with the signature, performance**,**filing
					 or enforcement by legal proceedings of the Lessee Documents, save the duty to
					 be paid at the time the Lease is registered.
		
		16.

				Thechoice
					 of New Yorklawto
					 govern theLessee
					 Documentswill be
					 upheldin any
					 action in the courts ofChile.
					 Any judgment given by court in the State of New York in the United States of
					 America (the Foreign Jurisdiction)****would be
					 recognized and accepted by the courts****in
					 Chile. A final judgment against Lessee for the payment of money obtained
					 without fraud in any such court pursuant to service of process on an agent of
					 Lessee in the manner specified in the Lease providing for such service of
					 process would be recognized, conclusive and enforceable in the courts of Chile
					 provided that the general requirements for the enforcement in Chile of
					 judgments of a foreign court have been met, the satisfaction or
					 non-satisfaction of which would be determined by the Supreme Court of Chile.
					 The rules governing the enforcement in Chile of judgments passed by foreign
					 courts are the following:
		
		(i)

				If there
					 were a treaty in force between Chile and the United States of America with
					 respect to the enforcement of foreign judgments, the provisions of such treaty,
					 would be applied. At the date hereof, there is no such treaty in force between
					 Chile and the United States of America.
		
		(ii)

				If there
					 were no such treaty, the judgment would be enforced if there were reciprocity
					 as to the enforcement of judgments (i.e. a court sitting in the Foreign
					 Jurisdiction would enforce a comparable judgment of a Chilean court in
					 comparable circumstances).
		
		(iii)

				If it
					 could be proven that there were no such reciprocity, the judgment could not be
					 enforced.
		
		(iv)

				If the
					 previous rules cannot be applied, the judgment would be enforced if it were not
					 contrary to public policy of Chile and had not been rendered by default within
					 the meaning of Chilean law.
		
		I am of
		  the opinion that the judgment would not be considered to be rendered by default
		  if personal service of process were made on Lessees process agent in the
		  Foreign Jurisdiction, assuming such manner of service to be valid under the
		  laws applicable in such Foreign Jurisdiction. In all events, the judgment must
		  comply with
		86

			 
			 
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				CTA
		
		international
		  standards. I am of the opinion that such a judgment would comply with
		  international standards if the following conditions were met:
		
		(a)

				The
					 court in the Foreign Jurisdiction rendering the judgment had jurisdiction,
					 under the law of the Foreign Jurisdiction, over Lessee and the subject matter
					 of the suit;
		
		(b)

				The
					 judgment is enforceable in the Foreign Jurisdiction;
		
		(c)

				Lessee
					 (or its process agent designated pursuant to the Lease) received due notice of
					 the suit (assuming such manner of service to be valid under the law of the
					 Foreign Jurisdiction) and was afforded an opportunity to defend itself in such
					 suit;
		
		(d)

				The
					 document in which the judgment is set forth has been duly legalized by the
					 Chilean Consul in the Foreign Jurisdiction; and
		
		(e)

				The text
					 of the judgment has been duly translated into Spanish by a sworn public
					 translator in Chile.
		
		Assuming
		  such a foreign final judgment complies with the standards set forth in this
		  paragraph and in the absence of any condition referred to above which would
		  render a foreign judgment unenforceable, such judgment would be enforceable in
		  Chile by proceedings for the enforcement of a foreign final judgment under the
		  laws of Chile.
		
		With
		  respect to principles of Chilean public policy referred to above, assuming (as
		  I understand to be the case) that the Rent determined pursuant to the
		  applicable provisions of the Lease is reasonably related to market rates in the
		  relevant markets, and that other payments of compensation or indemnities and
		  reimbursement of costs and expenses represent usual conditions prevailing in
		  such markets, I am of the opinion that a Chilean court would not find any
		  provision of the Lease to be in violation of principles of Chilean public
		  policy unless the application in any particular case of a provision of the
		  Lease to make a unilateral determination as to amounts owed on account of
		  indemnities or reimbursements would, in the judgment of the court, result in a
		  recovery by the Lessor so arbitrary and unreasonable as to be considered
		  contrary to basic and fundamental principles of the Chilean legal system. Also,
		  disclaimers of liability will only be enforceable if there is no gross
		  negligence or willful misconduct.
		
		17.

				No steps
					 have been, or are being****taken to
					 appoint a receiveror
					 liquidator or trustee in bankruptcy****or
					 similar officer over, or to wind- up,****the
					 Lessee.
		
		18.

				There are
					 no laws or other rules in Chile (including, without limitation, emergency
					 powers laws) pursuant to which Lessee may be deprived of the Aircraft by any
					 Government Entity in Chile or any other person, other than Lessor or any
					 assignee of Lessor.
		
		19.

				The
					 Deregistration Power of Attorney is fully effective to authorize the Attorney
					 named therein to act in accordance with the terms set out therein, and a duly
					 appointed appointee of the Attorney named therein may (to the extent permitted
					 by its appointment) serve as agent for the Attorney and perform any and all
					 acts authorized therein as if originally authorized therein; the Deregistration
					 Power of Attorney cannot be revoked by Lessee and would not terminate or lapse
					 in the event of steps being taken for the cessation of activities, protection
					 from creditors, winding up or dissolution of Lessee.
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				CTA
		
		The
		  opinions expressed herein are limited to questions arising under Chilean law
		  and do not purport to express an opinion on any question arising under the law
		  of any other jurisdiction. I have also assumed that there is nothing in any
		  other law that affects my opinion stated herein.
		
		This
		  opinion is limited to matters on which you have requested my opinion, and this
		  opinion should not be read as expressing any opinion except on matters
		  expressly set forth herein.
		
		This
		  opinion is furnished by me as Corporate Counsel of Lessee to you in your
		  capacity as Lessor under the Lease and is solely for your benefit. This opinion
		  is not to be circulated, quoted or otherwise referred to for any other purpose.
		  The opinions expressed herein are rendered on and as of the date hereof, and I
		  assume no obligation to advise you or any such assignee or any other person, or
		  to make any investigations, as to any legal developments or factual matters
		  arising subsequent to the date hereof that might affect the opinions expressed
		  herein.
		
		Very
		  truly yours
		88

			 
			 
			 07c043
				CTA**SCHEDULE
		  9**
		**EVENTS
		  OF DEFAULT**
		
		Each of
		  the following events or conditions constitutes an Event of Default:
		
		(a)

				**Non-payment:**Lessee
					 fails to make any payment of Rent or any other amount payable under the Lease
					 within five Business Days of the due date for payment. Provided that such
					 failure shall not be an Event of Default if (i) it occurs solely for technical
					 reasons affecting the transfer of funds, despite timely payment instructions by
					 Lessee to the bank concerned and (ii) payment is received no later than 5
					 Business Days after Lessor has informed Lessee of the non receipt of funds
					 (telephone notice for this purpose suffices) ; or
		
		(b)

				**Insurance:**Lessee
					 fails to comply with any provision of Clause 9 or Schedule 7, or any insurance
					 required to be maintained under the Lease is cancelled or terminated, or a
					 notice of cancellation is given in respect of any such insurance and such
					 notice is not rescinded within fifteen days of issuance;provided
					 that in the case of Insurances with respect to which avoidance or cancellation
					 will not be effective against Lessor or the other additional assureds for
					 thirty (30) days, or seven (7) days in the case of war risk, after issue of the
					 notice to Lessor of such avoidance or cancellation, no such failure to carry
					 and maintain the Insurances shall constitute an Event of Default if no later
					 than five (5) Business Days prior to such avoidance or cancellation taking
					 effect Lessee is able to procure to the satisfaction of Lessor that such
					 Insurances will not be avoided or cancelled; or
		
		(c)

				**Breach:**Lessee
					 fails to comply with any other provision of the Lease not referenced in this
					 Schedule 9 and, if such failure is in the reasonable opinion of Lessor capable
					 of remedy, such failure continues for 25 Business Days after notice from Lessor
					 to Lessee; or
		
		(d)

				**Representation:**any
					 representation or warranty made (or deemed to be repeated) by Lessee in or
					 pursuant to the Lease or in any document or certificate or statement is or
					 proves to have been incorrect in any material respect when made or deemed to be
					 repeated, and Lessor is, in its reasonable opinion, materially and adversely
					 effected thereby; provided, however, that any representation which shall be
					 deemed repeated which will be untrue due to a change in Law (without giving
					 effect to any act or omission by Lessee) shall not be an Event of Default, but
					 rather shall be addressed as provided in Clause 15.1(b) of this CTA; or
		
		(e)

				*******
		
		(f)

				**Approvals**: any
					 consent, authorization, license, certificate or approval of or registration
					 with or declaration to any Government Entity in connection with the Lease,
					 including:
		89

			 
			 
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				CTA
		
		(i)

				any
					 authorization required by Lessee to obtain and transfer freely Dollars (or any
					 other relevant currency) out of any relevant country (other than as a result of
					 illegality);
		
		(ii)

				any
					 authorization required by Lessee to authorize, or in connection with, the
					 execution, delivery, validity, enforceability or admissibility in evidence of
					 the Lease or the performance by Lessee of its obligations under the
					 Lease;
		
		(iii)

				the
					 registration of the Aircraft or the Aircrafts certificate of
					 airworthiness; or
		
		(iv)

				any
					 airline license or air transport license required by Lessee
		
		is
		  modified in a manner unacceptable to Lessor or is withheld, or is revoked,
		  suspended, cancelled, withdrawn, terminated or not renewed, or otherwise ceases
		  to be in full force, provided, however, that any such modification,
		  withholding, revocation, suspension, cancellation, termination or non-renewal
		  shall only constitute an Event of Default if in the Lessors reasonable
		  opinion, it has a material adverse effect on the Lessees ability to
		  perform its obligations under this Lease, and /or on the Lessors (or any
		  Security Trustees) right, title and interest to and in the Aircraft
		  and/or under this Lease; provided, however, that should a change in Law after
		  the Delivery Date result in the suspension, cancellation, withdrawal,
		  non-renewal, termination or revocation of any such consent, authorization,
		  license, certificate or approval or registration with or declaration to any
		  Government Entity (without giving any effect to any act or omission of Lessee),
		  such suspension, cancellation, withdrawal, non-renewal, termination or
		  revocation shall not be an Event of Default, but rather shall be addressed as
		  provided in Clause 15.1(b) of this CTA. Furthermore in the case of any such
		  revocation, suspension, cancellation, termination or non-renewal occurring in
		  relation to the registration of the Aircraft or the Aircrafts certificate
		  of airworthiness while the Aircraft is on sublease to a Permitted Sub-Lessee,
		  such occurrence shall not constitute an Event of Default if Lessee remedies
		  such Default within 15 Business Days of its occurrence ; or
		
		(g)

				**Insolvency:**Lessee
					 is or becomes Insolvent orLessee
					 becomes unable to pay its debts generally as they fall due or suspends payments
					 of its debts or threatens in writing to suspend making such payments or
					 declares a moratorium or seeks a rescheduling (whether of principal or
					 interest) with respect to all or any class of its debts (other than for the
					 purposes of a reconstruction, merger or amalgamation neither involving nor
					 arising out of the insolvency or potential insolvency of Lessee the terms of
					 which have been previously approved by Lessor, (which approval shall not be
					 unreasonably withheld or delayed);**or
		
		(h)

				**Disposal:**Lessee
					 or any Lessee Affiliate disposes, conveys or transfers or threatens to dispose,
					 convey or transfer of all or a material part of its assets and, in
					 Lessors reasonable opinion, such disposal conveyance or transfer has or
					 is likely to have a material adverse effect on Lessees ability to perform
					 its obligations under the Lease or Lessee or any Lessee Affiliate, liquidates
					 or dissolves or consolidates or merges with any other Person (whether by one or
					 a series of transactions, related or not) and in the case of a Lessee
					 Affiliate, such liquidation, dissolution, consolidation or merger has or is
					 likely to have, in Lessors reasonable opinion, a material adverse effect
					 on Lessees ability to perform its obligations under the Lease;
					 or
		
		(i)

				**Rights
					 and Remedies:**Lessee
					 or any other Person claiming by or through Lessee challenges the existence,
					 validity, enforceability or priority of the Lease or the rights of Lessor as
					 lessor or of Owner as owner in respect of the Aircraft or Financing
					 Parties Representative as holder of a first priority Security Interest in
					 the Aircraft and the Lease; or
		
		(j)

				**Change
					 of Control:**any
					 substantial change occurs in the composition of the persons owning or
					 controlling Lessee and the same will in the reasonable opinion of the Lessor
					 materially and adversely affect the ability of Lessee to perform all or any of
					 its obligations under, or to otherwise comply with the material terms of, the
					 Lease;; or
		90

			 
			 
			 07c043
				CTA
			 
			 
			 (k)

					 **Delivery:**Lessee
						  fails to comply with its obligation to accept Delivery of the Aircraft when
						  validly tendered pursuant to the Lease; or
			 
			 (l)

						  **Adverse
								Change:**any
								event or series of events occurs which, in the reasonable opinion of Lessor,
								acting in good faith, and whose opinion is supported by an independent firm of
								accountants, would reasonably be expected to have a material adverse effect on
								the financial condition, operations or prospects of Lessee or Guarantor or on
								the ability of Lessee to comply with their obligations under the Lease or on
								the ability of Guarantor to comply with its obligations under the Guaranty;
								or
			 
			 (m)

						  **Letter
								of Credit:**
			 
			 (i)

					 the
						  issuer of the Letter of Credit (if any) fails to make any payment under that
						  Letter of Credit when due; or
			 
			 (ii)

					 any such
						  Letter of Credit is not in full force or, for any reason ceases to constitute
						  the legal, valid and binding obligation of the issuer; or
			 
			 (iii)

					 any of
						  the events listed in paragraph (f)(i) above, with respect to the performance by
						  the issuer of its obligations under any Letter of Credit, or paragraph (g)
						  above applies to such issuer (references in those sub-paragraphs to Lessee
						  being deemed to be to the issuer); or
			 
			 (iv)

					 where
						  applicable, any Letter of Credit is not renewed, extended or reissued within
						  the time, or replaced when, required by Clause 5.14;
			 
			 providedthat in
				  relation to paragraphs (ii) and (iii) above, no Event of Default shall arise if
				  Lessee provides Lessor with a Letter of Credit which complies with the terms of
				  the Lease or cash or other security satisfactory to Lessor in its sole
				  discretion, within two Business Days after demand by Lessor.

			 
			 and each
				reference in this paragraph (m) to the issuer shall include a
				reference to any confirming bank for the Letter of Credit.
			 
			 (n)

					 **[Intentionally
						  Left Blank]**;
						  or
			 
			 (o)

					 **[Intentionally
						  Left Blank];**or
			 
			 (p)

					 **Guaranty**:
			 
			 (i)

					 any
						  representation or warranty made by Guarantor is or proves to have been
						  incorrect in any material respect when made or deemed to be repeated or
						  Guarantor fails to make any payment or comply with any other obligation under
						  the Guaranty when due; or
			 
			 (ii)

					 the
						  Guarantor repudiates, revokes or claims that it has no further obligations
						  under the Guaranty or the Guaranty ceases to be in full force or, for any
						  reason, ceases to be the legal, valid and binding obligation of Guarantor;
						  or
			 
			 (iii)

					 any of
						  the events listed in paragraph (f)(i) or (g) above occurs in respect of
						  Guarantor (and for purposes of this paragraph(s), references in those
						  paragraphs to Lessee shall be deemed to be references to Guarantor);
						  or
			 91

				  
				  
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					 CTA
			 
			 (q)

					 **[Intentionally
						  Left Blank]**;
						  or
			 
			 (r)

					 **Transfer/Lessee
						  Requirements:**Lessee
						  makes or permits any assignment or transfer of the Lease, or any interest
						  herein, or of the right to possession of the Aircraft, the Airframe, or any
						  Engine, or any obligations under the Lease, or Lessee subleases the Aircraft,
						  in any case except as expressly permitted in the Lease; or Lessee breaches any
						  provision of Clause 8.7; or
			 
			 (s)

					 **Engine
						  Loss:**Lessee
						  fails to timely comply with its obligations under Clauses 8.11(a) and 8.11
						  (b) with respect to an Engine Event of Loss; or
			 
			 (t)

					 **Navigation
						  Charges; Airport Charges:**Any
						  authority notifies Lessor or Owner that there are navigation, landing, airport
						  or similar charges due from Lessee, and such charges remain outstanding for a
						  period of thirty (30) days from the date of such notice; provided that (i) no
						  Event of Default shall arise under this paragraph (t) for so long as such
						  charges are being contested on reasonable grounds and by appropriate
						  proceedings, an adequate bond has been provided and such proceedings do not
						  involve any danger of the detention, interference with use or operation or
						  sale, forfeiture or loss of the Aircraft; and (ii) such thirty (30) day period
						  shall not apply if there is any risk of detention, interference with use or
						  operation or sale, forfeiture or
						  loss of the Aircraft.
			 92

				  
				  
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					 CTA**SCHEDULE
				10**
			 **CONTINUING
				GUARANTY**
			 
			 This
				Continuing Guaranty is made as of [__________], 200[_], by LAN AIRLINES S.A.
				(LAN AIRLINES ) (together with its successors, the Guarantor) for
				the benefit of [*Insert
				GE Capital or its Affiliate name*}
				(together with its successors and permitted assigns, the
				Beneficiary);
			 
			 WHEREAS,
				GE Commercial Aviation Services Limited and Guarantor have entered into an
				Aircraft Lease Common Terms Agreement dated as of [ ] 2007 (the
				CTA), and the Beneficiary and [*Insert
				name of Lan Airlines Affiliate*] (the
				Lessee) have entered into an Aircraft Lease Agreement dated as of
				[__________], 20[_] (the Aircraft Lease Agreement) which expressly
				incorporates the terms of the CTA and together with the CTA is hereinafter
				referred to as the Lease Agreement, pursuant to which the
				Beneficiary, as Lessor, will lease to the Lessee, as lessee, [*Insert
				number and make and model*]
				Aircraft bearing manufacturers serial number[s] [](the
				Aircraft) on the terms and subject to the conditions set forth in
				the Lease Agreement;
			 
			 WHEREAS,
				the Beneficiarys obligation to deliver the Aircraft to the Lessee under
				the Lease Agreement is expressly conditioned upon the execution and delivery of
				this Guaranty by the Guarantor;
			 
			 WHEREAS,
				for good and valuable consideration, receipt whereof is hereby acknowledged,
				this Guaranty is given by Guarantor as an inducement to Beneficiary to enter
				into the Lease Agreement with Lessee and to deliver the Aircraft to Lessee; and
			 
			 WHEREAS,
				capitalized terms used and not defined herein shall have the meaning ascribed
				to them in the Lease Agreement.
			 
			 NOW
				THEREFORE, the Guarantor hereby covenants and agrees for the benefit of the
				Beneficiary:
			 
			 1.

					 Guaranty. The
						  Guarantor hereby unconditionally and irrevocably guarantees the full and
						  punctual performance of all of the Lessees obligations under the Lease
						  Agreement, including without limitation the full and punctual payment of all
						  amounts payable by the Lessee pursuant to the Lease Agreement, including
						  payments by way of Rent, indemnity and damages for breach of the provisions of
						  the Lease Agreement. Upon failure by the Lessee to perform punctually any such
						  obligations or to pay punctually any such amounts, the Guarantor shall
						  forthwith on demand perform such obligation or pay such amounts at the place in
						  the manner specified in the Lease Agreement. Without limiting the generality of
						  the foregoing, the obligations guaranteed hereby shall include all obligations
						  to pay amounts and to perform duties as set forth in the Lease Agreement,
						  notwithstanding the fact that the same do not accrue, are not payable or are
						  not incurred by Lessee as a result of any insolvency, bankruptcy, liquidation,
						  reorganization or other similar proceeding affecting the Lessee or its assets,
						  as fully as if such proceedings had never been commenced. This Guaranty is a
						  continuing, irrevocable Guaranty, and shall apply to all obligations guaranteed
						  hereunder whenever arising.
			 
			 2.

					 Guaranty
						  Unconditional.The
						  obligations of the Guarantor hereunder shall be unconditional and absolute and,
						  without limiting the generality of the foregoing, shall not be released,
						  discharged or otherwise affected by:
			 
			 a)

					 any
						  extension, renewal, settlement, compromise, waiver or release (except to the
						  extent of any express waiver or release by the Beneficiary) in respect of any
						  obligation of the Lessee under the Lease Agreement, by operation of law or
						  otherwise;
			 
			 b)

					 any
						  modification or amendment of or supplement to the Lease
						  Agreement;
			 93

				  
				  
				  07c043
					 CTA
			 c)

					 any
						  Permitted Sub-Lease to a Permitted Sub-Lessee or any other sublease or parting
						  of possession of the Aircraft, any Engine or part thereof whether or not
						  permitted by the Lease Agreement;
			 
			 d)

					 any
						  release, non-perfection or invalidity of any direct or indirect security for
						  any obligation of the Lessee or the Lease Agreement;
			 
			 e)

					 any
						  change in the corporate existence, structure or ownership of the Lessee, or any
						  insolvency, bankruptcy, liquidation, reorganization or other similar proceeding
						  affecting the Lessee or its assets or any resulting release or discharged or
						  any obligation of the Lessee contained in the Lease
						  Agreement;
			 
			 f)

					 the
						  existence of any claim, set-off or other rights which the Guarantor may have at
						  any time against the Lessee, the Beneficiary or any other corporation or
						  person, whether in connection herewith or any unrelated transactions provided
						  that nothing herein shall prevent the assertion of any such claim by separate
						  suit or compulsory counterclaim;
			 
			 g)

					 any
						  invalidity or unenforceability in relation to or against the Lessee for any
						  reason of the Lease Agreement or any provision of applicable law or regulation
						  purporting to prohibit the performance by the Lessee of any of its obligations
						  under the Lease Agreementprovided
						  alwaysthat
						  the Beneficiary shall not be entitled to invoke this Guaranty in respect of any
						  such invalidity or unenforceability to the extent that such invalidity or
						  unenforceability is covered by Clause 15.1(b) of the Lease Agreement, unless
						  and until Lessee is in breach of its obligations under Clause 15.1(b); or
			 
			 h)

					 any
						  other act or omission to act or delay of any kind by the Lessee, the
						  Beneficiary or any other corporation or person or any other circumstance
						  whatsoever (other than payment and performance in full of Lessees
						  obligations under the Lease Agreement) which might, but for the provisions of
						  this paragraph, constitute a legal or equitable discharge of the
						  Guarantors obligations hereunder.
			 
			 Notwithstanding
				the foregoing, the Guarantor shall not be prohibited from asserting any defense
				or discharge afforded to the Lessee under the Lease Agreement, other than a
				defense or discharge based on the occurrence of any of the events set out in
				paragraph (g) of Schedule 9 to the Lease Agreement or which is based on any
				disability, incapacity or lack of power or authority on the part of, or
				illegality related to, the Lessee, provided that Guarantor demonstrates that it
				would be entitled to assert such defense or discharge in its own right if it
				were the lessee under the Aircraft Lease Agreement.
			 
			 3.

					 Reinstatement
						  in Certain CircumstancesIf any
						  time any payment of any amount payable by the Lessee under the Lease Agreement
						  is rescinded or must be otherwise restored or returned upon the insolvency,
						  bankruptcy or reorganization of the Lessee or otherwise, the Guarantors
						  obligations hereunder with respect to such payment shall be reinstated as
						  thought such payment had been due but not made at such time.
			 
			 4.

					 Waiver
						  by the Guarantor.The
						  Guarantor irrevocably waives acceptance hereof, presentment, protest and any
						  demand or notice not provided for herein, as well as any requirement that at
						  any time any action be taken by any corporation or person against any Lessee or
						  any other corporation or person.
			 
			 5.
					 Subrogation. Until
						  satisfaction of all the Lessees obligations under the Lease by the
						  Guarantor, the Guarantor irrevocably waives any and all rights to which it may
						  be entitled, by operation of law or otherwise, upon performing any obligation
						  or making any payment hereunder to be subrogated to the right of the payee
						  against the Lessee with respect to such
			 94

				
				
				07c043
				  CTA
			 
			 payment
				of otherwise to be reimbursed, indemnified or exonerated by the Lessee in
				respect thereof.
			 
			 6.
					 Currency
						  Indemnity. If the
						  Beneficiary receives an amount in respect of the Guarantors liability
						  under this Guaranty or if such liability is converted into a claim, proof,
						  judgment or order in currency other than U.S. Dollars:
			 
			 (a)
					 if the
						  amount received by the Beneficiary, when converted into U.S. Dollars, at the
						  market rate at which the Beneficiary is able on the date of receipt (or on the
						  next date thereafter on which under normal banking practice the Beneficiary is
						  able to convert the amount received into U.S. Dollars) to purchase U.S. Dollars
						  in, at its option, London or New York, is less than the amount owed in US.
						  Dollars, the Guarantor will, forthwith on demand, pay to the Beneficiary an
						  amount in US. Dollars equal to the deficit; and
			 
			 (b)
					 the
						  Guarantor will pay the Beneficiary on demand any exchange cost and taxes
						  payable in connection with conversion.
			 
			 The
				Guarantor waives any right it may have in any jurisdiction to pay any amount
				under this Guaranty in a currency other than that in which it is expressed to
				be payable.
			 
			 7.

					 Notices.All
						  notices under or in connection with this Guaranty will be given and deemed
						  effective in accordance with the provisions of Clause 15.7 of the Lease
						  Agreement. The address, facsimile and telephone numbers of the Beneficiary are
						  set forth in the Lease Agreement.
			 
			 The
				address, facsimile and telephone number of the Guarantor are as
				follows:
			 
			 Guarantor:

			 
			 Address:

						Lan
							 Airlines S.A..Avenida
							 Presidente Riesco 5711, 20th FloorSantiago,
							 ChileAttention:

						Leasing
							 and Insurance DirectorFacsimile:

						56 2
							 565-3905Telephone:
						56 2
							 565-3903
			 
			 8.
					 Expenses. The
						  Guarantor shall pay all out-of-pocket expenses incurred by the Beneficiary,
						  including reasonable fees and disbursements of counsel, in connection with any
						  failure by the Guarantor to perform any of its obligations hereunder and
						  collection, bankruptcy, insolvency and other enforcement proceedings resulting
						  therefrom.
			 
			 9.
					 Amendments
						  and Waivers. Any
						  provisions of this Guaranty may be amended, modified or waived only by an
						  instrument or instruments in writing signed by the Beneficiary and the
						  Guarantor.
			 
			 10.

					 Assignment.The
						  Guarantor may not assign, delegate or otherwise transfer any of its obligations
						  or rights under this Guaranty. The Beneficiary may not assign or otherwise
						  transfer any of its rights under this Guaranty.
			 
			 11.
					 Governing
						  Law; Jurisdiction.
			 
			 (a)

					 THIS
						  GUARANTY SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
						  WITH, THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA APPLICABLE TO
						  CONTRACTS MADE AND PERFORMED IN SUCH STATE.
			 95

				  
				  
				  07c043
					 CTA
			 
			 (b)

					 Guarantor
						  agrees that any suit, action or proceeding against Guarantor with respect to
						  this Guaranty or any judgment entered by any court in respect thereof may be
						  brought in the United States District Court for the Southern District of New
						  York or in any comparable U.S. Federal or State court within whose jurisdiction
						  shall be located the chief executive office of Guarantor, or in any New York
						  sate court sitting in the Borough of Manhattan, and all related appellate
						  courts, as the Beneficiary in its sole discretion may elect, and Guarantor
						  hereby submits to the non-exclusive jurisdiction of such courts for the purpose
						  of any such suit, action or proceeding. Guarantor hereby agrees that service of
						  all writs, process and summonses in any such suit, action or proceeding brought
						  in the aforesaid courts may be made upon its process agent in the relevant
						  jurisdiction, and Guarantor hereby irrevocably appoints Biedermann, Hoenig,
						  Massamillo & Ruff, Solicitors, 90 Park Avenue, New York, New York, 10017,
						  U.S.A. (attn: Eugene Massamillo, Esq.)., as
						  its true and lawful attorney-in-fact in its name, place and stead to accept
						  such service of any and all such writs, process and summonses in the State of
						  New York, and agrees that the failure of its Process Agents to give any notice
						  of any such service of process to it shall not impair or affect the validity of
						  such service or of any judgment based thereon. Guarantor hereby irrevocably
						  further consents to the service of process in any suit, action or proceeding in
						  any of the aforesaid courts by the mailing thereof by registered or certified
						  mail, postage prepaid, to the following address: LanAirlines S.A., Avenida Presidente Riesco 5711, 20thFloor,
						  Santiago, Chile. Guarantor hereby irrevocably waives any objection that it may
						  now or hereafter have to the laying of venue of any suit, action or proceeding
						  arising out of or relating to this Guaranty brought in any of the aforesaid
						  courts and hereby further irrevocably waives any claim that any such suit,
						  action or proceeding has been brought in an inconvenient forum.*[Note:
						  Where Beneficiary is not a New York corporation, add appointment of GECC as
						  agent for service of process on behalf of Beneficiary.]*
			 
			 (c)

					 To the
						  extent that Guarantor may be or hereafter become entitled, in any jurisdiction
						  in which judicial proceedings may at any time be commenced with respect to this
						  Guaranty, to claim for itself or its property, assets or revenues, immunity
						  (whether by reason of sovereignty or otherwise) from suit, jurisdiction of any
						  court, attachment prior to judgment, attachment in aid of execution of a
						  judgment, set-off, execution of judgment or from any other legal process, and
						  to the extent that in any such jurisdiction there may be attributed any such
						  immunity (whether or not claimed), Guarantor hereby irrevocably agrees not to
						  claim and hereby irrevocably waives such immunity.
			 
			 12.

					 WAIVER
						  OF THE JURY TRIAL.
						  GUARANTOR AND BENEFICIARY each IRREVOCABLY WAIVE ANY RIGHTS IT MAY HAVE TO A
						  JURY TRIAL IN THE UNITED STATES OF AMERICA IN RESPECT OF ANY CIVIL ACTION
						  ARISING UNDER THIS GUARANTY.
			 
			 13

					 Severability. Any
						  provision of the Guaranty that is prohibited or unenforceable in any
						  jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
						  such prohibition or unenforceability without invalidating the remaining
						  provision hereof in such jurisdiction or affecting the validity or
						  enforceability of any provision hereof in any other
						  jurisdiction.
			 
			 14.

					 Integration. This
						  Guaranty constitutes the entire agreement and understanding among the parties
						  hereto and supersedes any and all prior agreements and understandings, oral or
						  written, relating to the subject matter hereof.
			 96

				  
				  
				  07c043
					 CTA**IN
				WITNESS WHEREOF**, the
				Guarantor has caused this Continuing Guaranty to be duly executed by its
				authorized officer as of the day and year first above written.
			 
			 **LAN
						  AIRLINES S.A.**By:Title:
				97

				
				
				07c043
				  CTA
			 
			 **SCHEDULE
				11**
			 
			 **FORM
				OF LETTER OF CREDIT FROM LESSEES BANK**
			 
			 GE
				Commercial Aviation Services Limited
			 Aviation
				House
			 Shannon

			 County
				Clare
			 Ireland

			 
			 Dated
				_____ _____ 20___
			 
			 **LETTER
				OF CREDIT**
			 
			 At the
				request of _____ _____ (***Lessee***) for
				account of same, we hereby establish this irrevocable Letter of Credit to
				authorize you, as manager of the [*describe
				aircraft by type and msn*]
				(**Aircraft**) to
				draw on _____ _____ an amount or amounts not exceeding in aggregate USD _____ (
				_____ United States Dollars) upon receipt by us of the following demand
				certificate from you.
			 
			 The
				undersigned is an authorized signatory of GE Commercial Aviation Services
				Limited (**GECAS**). We
				refer to the Aircraft Lease Agreement dated _____ _____ 20___ as amended and
				supplemented from time to time (the***Lease
				Agreement***) with
				Lessee in respect of [*describe
				aircraft by type and msn*]
				(**Aircraft**) which
				Aircraft is managed by GECAS, and we hereby certify that Lessee has defaulted
				under the Lease Agreement. Accordingly GECAS hereby draws upon your irrevocable
				Letter of Credit dated _____ _____ 200___. We hereby instruct you to transfer
				US$ _____ (_____ United States Dollars) to [*insert
				appropriate bank details]*,
				immediately, with telex confirmation to us of such payment.
			 
			 We
				hereby agree with you that drawings drawn under and in compliance with the
				terms of this Letter of Credit will be duly honored upon receipt by us of such
				a demand certificate (by facsimile to fax number: [***bank
				fax number***], mail,
				courier service or by hand) and we will make payment to the account specified
				in the demand certificate, for value no later than close of business on the
				next succeeding banking day following our receipt of the demand certificate..
				Partial drawings are permitted.
			 
			 If a
				drawing by you hereunder does not, in any instance, conform to the provisions
				of this Letter of Credit, we shall give you prompt notice that the purported
				drawing was not effected in accordance with such provisions, stating the
				reasons therefor, and that we are holding any documents presented in connection
				therewith at your disposal or are returning the same to you, as we may
				elect.
			 
			 This
				letter of credit expires on [***initial
				expiry date***]
				(Expiry Date) but shall be automatically extended, without the need
				for amendment, for one year from the said Expiry Date and annually thereafter
				unless at least sixty (60) days prior to the then applicable Expiry Date we
				have notified you by registered mail that we will not renew the letter of
				credit for the following year.
			 
			 Reference
				in this Letter of Credit to the Lease Agreement is for identification purposes
				only. The terms and conditions of the Lease Agreement are not incorporated in
				nor made part of this Letter of Credit. This Letter of Credit is independent of
				the Lease Agreement, and our obligations under this Letter of Credit will not
				be affected by any matter relating to the Lease Agreement or the obligations of
				Lessee thereunder, including, without limitation, (i) any time or indulgence
				granted to or composition with Lessee or any other person, (ii) the taking,
				exercise, variation, renewal or release of, or neglect to perfect or enforce,
				any securities against Lessee or any other person, (iii) the exercise,
				variation, renewal or release of, or neglect to perform or enforce any rights
				or remedies against Lessee or any other person or (iv) any unenforceability or
				invalidity of any obligations of Lessee.
			 98

				
				
				07c043
				  CTA
			 
			 This
				Letter of Credit is not transferable and constitutes an obligation to make
				payment against documents. Except to the extent the express provisions hereof
				conflict, this Letter of Credit is issued subject to the Uniform Customs and
				Practice for Documentary Credits (1993 Revision) International Chamber of
				Commerce Publication No. 500. This
				Letter of Credit is governed by and shall be construed in accordance with the
				laws of [England] [New York].
			 
			 All bank
				charges, including, but not by way of limitation, fees or commissions, shall be
				for the applicants account.
			 
			 Signed.

			 
			 Authorized
				Signature.
			 99

				
				
				07c043
				  CTA
				
				
				**SCHEDULE
				12**
			 
			 **FORM
				VAT 60A**
			 
			 Application
				by a Foreign Trader who is not established in the State for relief from VAT on
				charges for services supplied to him in Ireland.
			 
			 1.

					 **Name
						  of Applicant**______________________________________________________**Address** ______________________________________________________
			 2.
					 **Nature Of
						Business**______________________________________________________
			 
			 3.

					 I/the
						  Company supply/supplies no goods or services in the State. (The consigning of
						  goods direct to Irish customers from outside the State does not constitute
						  supply within the State).
			 
			 4.

					 I/the
						  Company am/is not resident or established in the State.
			 
			 5.

					 The
						  services will be used only in connection with the above-mentioned
						  business.
			 
			 6.

					 The
						  regular supplier of services in Ireland is as follows:-
			 
			 1.

						**Name
							 of Applicant**______________________________________________________**Address** ______________________________________________________
				2.
						**Nature Of
						  Business**______________________________________________________
			 (if more
				than one supplier, please attach a list showing details)
			 
			 7.

					 I
						  enclose a current certificate of status indicating my taxable position for VAT
						  purposes, issued by the official authority of the State in which I am
						  registered for VAT (Certificate of Registration willNOTsuffice),
			 
			 I
				_________________________ declare that the particulars stated on this form are
				true and correct to the best of my knowledge and belief and I apply for relief
				from VAT on charges for services supplied to me within the State.
			 
			 Dated
				this:_______day of
				___________________ 20 _________
			 
			 Signature:___________________________________________

			 
			 *Position
				in Company:__________________________________

			 
			 * (To be
				signed by Secretary or other authorized officer).
			 
			 **WARNING**

						Any
							 person who knowingly makes a false statement for the purpose of obtaining
							 relief from Value Added Tax is liable to heavy penalties.
			 
			 When
				completed, this form should be forwarded to:-
			 
			 Office
				of the Revenue Commissioners
			 VAT
				Repayments Section
			 Kilrush
				Road
			 Ennis,
				Co. Clare
			 Ireland

			 
			 
			 100

			 
			 
			 07c043
				CTA
			 
			 
			 **SCHEDULE
				13A**
			 
			 **Form
				Of Power Of Attorney**
			 
			 This
				irrevocable Power of Attorney is issued on _____________ by _________________
				(Company) in favor of ______________ (Lessor) in
				partial consideration and as a precondition and security for, the lease to the
				Company of the Aircraft described below, managed for Lessor by GE Commercial
				Aviation Services Limited.
			 
			 Aircraft:
				____________ serial number(s): ________________
			 
			 Accordingly
				and by way of security, the Company hereby IRREVOCABLY APPOINTS severally each
				employee of GE Commercial Aviation Services Limited from time to time as its
				true and lawful attorney (each an Attorney) to sign, execute and to
				do and perform for the Company and in its name or otherwise to deliver any
				documents, instruments or certificates with such amendments thereto (if any)
				which the Company could do in connection with the Aircraft.
			 
			 In
				particular, any such Attorney may:
			 
			 ·

					 obtain
						  deregistration of the Aircraftfrom its
						  register of aircraft maintained by the aviation authority;
			 
			 ·

					 if
						  [Chile] ratifies the Cape Town Convention, register, deregister and consent to
						  the registration and/or deregistration at the International Registry of any
						  interests in relation to the Aircraft under the Cape Town
						  Convention;
			 
			 ·

					 complete
						  any documentation for and take any steps to export the Aircraft;
						  and
			 
			 ·

					 obtain
						  from any aviation authority and/or any airport and government department,
						  details of any amounts due from the Company whether related to the Aircraft or
						  any other aircraft operated by the Company
			 
			 and
				generally, any Attorney may do all acts and things, execute, file and deliver
				all documents (under seal or under hand, as apt) as may be requested or
				required to give effect to (or incidental to or in furtherance of) the above.
			 
			 Each
				Attorney has full power and authority to substitute and appoint in his/her
				place another person to exercise as attorney of the Company any or all the
				powers and authorities hereby conferred and to revoke any such appointment from
				time to time and to substitute or appoint any other in the place of such
				attorney as the Attorney concerned shall from time to time think
				fit.
			 
			 The
				Company undertakes from time to time and at all times to (a) indemnify each
				Attorney against all costs, claims, expenses and liabilities howsoever incurred
				by each Attorney in connection herewith and (b) ratify and confirm whatsoever
				the Attorney shall lawfully do or cause to be done by virtue of this Power of
				Attorney.
			 
			 This
				Power of Attorney is governed by the laws of the State of New
				York.
			 
			 DULY
				EXECUTED & DELIVERED)

			 
			 ON
				BEHALF OF)

			 
			 By
				_____________________________________)

			 101

				
				
				07c043
				  CTA**SCHEDULE
				13B**
			 
			 **FORM
				OF IRREVOCABLE DE-REGISTRATION AND EXPORT REQUEST
				AUTHORISATION**
			 
			 Pursuant
				to Article XIII
			 
			 Of the
			 
			 Cape
				Town Convention and
			 Aircraft
				Equipment Protocol
			 
			 [Insert
				Date]
			 
			 To:

					 [Insert
						  Name of Registry Authority]
			 
			 Re:

					 Irrevocable
						  Dc-Registration and Export Request Authorisation
			 
			 The
				undersigned is the registered [operator] [owner] of the [insert the
				airframe/helicopter manufacturer name and model number] bearing
				manufacturers serial number [insert manufacturers serial number]
				and registration [number] [mark] [insert registration number/mark] (together
				with all installed, incorporated or attached accessories, parts and equipment,
				the Aircraft).
			 
			 This
				instrument is an irrevocable de-registration and export request authorisation
				issued by the undersigned in favour of [insert name of lessor/creditor]
				(the authorised party) under the authority of Article XIII of the
				Protocol to the Convention on International Interests in Mobile Equipment on
				Matters specific to Aircraft Equipment. In accordance with that Article, the
				undersigned hereby requests:
			 
			 (i)

					 recognition
						  that the authorised party or the person it****certifies
						  as its designee is the sole person entitled to:
			 
			 (a)

					 procure
						  the de-registration of the Aircraft from the [insert name of aircraft register]
						  maintained by the [insert name of registry authority] for the purposes of
						  Chapter III of the Convention on International Civil Aviation, signed at
						  Chicago, on 7 December 1944, and
			 
			 (b)

					 procure
						  the export and physical transfer of the Aircraft from [insert name of country];
						  and
			 
			 (ii)

					 confirmation
						  that the authorised party or the person it****certifies
						  as its designee may take the action specified in clause (i) above on written
						  demand without the consent of the undersigned and that, upon such demand, the
						  authorities in [insert name of country] shall cooperate with****the
						  authorised party with a view to the speedy completion of such
						  action.
			 
			 The
				rights in favour of the authorised party established by this instrument may not
				be revoked by the undersigned without the written consent of the authorised
				party.
			 
			 Please
				acknowledge your agreement to this request and its terms by appropriate
				notation in the space provided below and lodging this instrument
				to
			 
			 [insert
				name of registry authority].
			 
			 [insert
				name of operator/owner]
			 
			 **__________________________**

			 102

				
				
				07c043
				  CTA
			 
			 Agreed
				to and lodged this [insert date]By:
				[insert name of signatory]
			 
			 Its: [insert title of signatory]
			 
			 **_____________________________**

			 
			 [insert
				relevant notational details]
			 103

				
				
				07c043
				  CTA
			 
			 Execution
				  Form
				
				
				
				**AIRCRAFT
				  LEASE AGREEMENT**
				
				
				
				**DATED
				  AS OF 30 APRIL 2007**
				**BETWEEN**

				  
				  
				  **WELLS
					 FARGO BANK NORTHWEST N.A., NOT IN ITS INDIVIDUAL CAPACITY, EXCEPT AS EXPRESSLY
					 PROVIDED HEREIN, BUT SOLELY AS OWNER TRUSTEE******

				
				as
				  Lessor
				
				**and**
				
				
				**LAN
				  CARGO S.A.**
				as
				  Lessee
				
				**incorporating
				  the provisions of a**
				
				**COMMON
				  TERMS AGREEMENT**
				
				**with
				  respect to one Boeing 777-200LRF Aircraft**
				
				**bearing
				  manufacturers serial number to be advised**
				
				*******

				1

				  
				  
				  07c045
					 ***TO THE
				  EXTENT THAT THIS AIRCRAFT LEASE AGREEMENT CONSTITUTES CHATTEL PAPER (AS DEFINED
				  IN THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN ANY APPLICABLE JURISDICTION), NO
				  SECURITY INTEREST IN THIS AIRCRAFT LEASE AGREEMENT MAY BE CREATED THROUGH
				  TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN THE ORIGINAL COUNTERPART,
				  WHICH SHALL BE IDENTIFIED AS THE COUNTERPART DESIGNATED AS THE ORIGINAL ON THE
				  SIGNATURE PAGE OF THIS AGREEMENT BY LESSOR.
				
				**TO
				  THE EXTENT THE CAPE TOWN CONVENTION 2001 AND ITS PROTOCOL ON MATTERS SPECIFIC
				  TO AIRCRAFT EQUIPMENT HAVE COME INTO EFFECT IN CHILE OR (IF DIFFERENT) IN THE
				  STATE OF REGISTRY, THE INTERESTS OF LESSOR, OWNER AND ANY FINANCING PARTIES
				  UNDER THIS LEASE AND/OR IN RESPECT OF THE AIRCRAFT SHALL BE CAPABLE OF
				  REGISTRATION AS INTERNATIONAL INTERESTS IN ACCORDANCE WITH SUCH CONVENTION AND
				  PROTOCOL.**
				
				The
								parties listed below as Lessee and Lessor hereby agree that Lessor will lease
								the Aircraft to Lessee and Lessee will take delivery of and lease the Aircraft
								from Lessor subject to and in accordance with the Lease (including the
								provisions of the Common Terms Agreement which are incorporated herein by
								reference) and the Lease Supplement (substantially in the form of Schedule D
								hereto) for the duration of the Term and further agree in this AIRCRAFT LEASE
								AGREEMENT dated as of 30 April 2007 the following:Lessee:

						  LAN
								Cargo, S.A. whose registered office is at Avenida Presidente Riesco 5711, 20th
								Floor, Santiago, ChileLessor:

						  WELLS
								FARGO BANK NORTHWEST, N.A., as Owner Trustee under a Trust Agreement dated as
								of 17thApril
								2007Owner:

						  WELLS
								FARGO BANK NORTHWEST, N.A., as Owner Trustee under a Trust Agreement dated as
								of 17thApril
								2007Owner
								Participant:
						  Celestial
								Aviation Trading 39****Limited
								or such other person as Lessor may notify to Lessee from time to time in
								writingAircraft:

						  One
								B777-200LRF aircraft bearing manufacturers serial number to be advised.Engines:

						  Two (2)
								GE90-110B1 with 110,100 pounds thrust rating.Common
								Terms Agreement or CTA:
						  The
								Common Terms Agreement dated on or about the date hereof entered between GE
								Commercial Aviation Services Limited and Lessee.State of
								Registry:
						  Means
								the United States of America, except that Lessee may change the State of
								Registry to Brazil, Mexico, Chile or back to the United States of America at
								Lessees option and expense provided that (a) in the case of a change in
								the State of Registry elected by Lessee before Delivery, Lessee shall give
								Lessor written notice of such change at least 9 months prior to the Scheduled
								Delivery Month and provided further, that the Manufacturer can incorporate into
								the Aircraft any modification (including records revisions) necessitated by
								such change, which incorporation shall be at Lessees expense and (b) for
								any change in the State of Registry after Delivery, Lessee shall give Lessor at
								least 30 days written notice prior to the effectiveness of such
								change.Duration
								of Term:
						  ***Manufacturer:

						  The
								Boeing CompanyLessor
								State of Incorporation:
						  United
								States of America**Payments**Rent:

						  The Rent
								payable in respect of each Rental Period during the Term
				  
				  2

				  
				  
				  07c045

				  
				  
				  will be
							 the amount set forth in Part 1 of Schedule C.Redelivery
								Adjustment Payments Applies:
						  Lessee
								shall make Redelivery Adjustment payments in accordance with Part 1 of Schedule
								C to this Aircraft Lease Agreement. The Redelivery Adjustment Rates set out in
								Part 1 of Schedule C to this Aircraft Lease Agreement are expressed in January
								2007 Dollars.Deposit:

						  Lessee
								shall pay Lessor a cash Deposit in accordance with Part 1 of Schedule C to this
								Aircraft Lease Agreement.**Delivery**Scheduled
								Delivery Month:
						  ***Final
								Delivery Date:
						  ***Delivery
								Location:
						  Seattle,
								Washington, United States of America.Delivery
								Condition Requirements:
						  New,
								ex-factory, in accordance with the specification detailed in Schedule A.Maintenance
								Letter of Credit:
						  In
								addition to the Conditions Precedent set out in Schedule 3 to the Common Terms
								Agreement, Lessee shall provide Lessor with the Maintenance Letter of Credit on
								or before the Scheduled Delivery Date in accordance with Part 2 of Schedule C
								to this Aircraft Lease Agreement.Lease
								Supplement:
						  If the
								State of Registry is the United States of America, Lessee and Lessor shall, on
								or before Delivery, execute and deliver a Lease Supplement substantially in
								form of Schedule D hereto if required in connection with filing and recording
								the Lease with the FAA.**Technical**AD
								Compliance Period:
						  As set
								forth in Part 1 of Schedule C to this Aircraft Lease
								Agreement.AD
								Threshold:
						  As set
								forth in Part 1 of Schedule C to this Aircraft Lease
								Agreement.AD
								Factor:
						  As set
								forth in Part 1 of Schedule C to this Aircraft Lease Agreement.Airframe
								Heavy Check:
						  As set
								forth in Part 1 of Schedule C to this Aircraft Lease Agreement.**Insurance**Agreed
								Value:
						  As set
								forth in Part 1 of Schedule C to this Aircraft Lease
								Agreement.Minimum
								Liability Coverage:****

						  As set
								forth in Part 1 of Schedule C to this Aircraft Lease
								Agreement.Deductible
								Amount:
						  As set
								forth in Part 1 of Schedule C to this Aircraft Lease
								Agreement.Damage
								Notification Threshold:
						  As set
								forth in Part 1 of Schedule C to this Aircraft Lease
								Agreement.**Redelivery**Return
								conditions:
						  In
								addition to the provisions of Schedule 6 to the Common Terms Agreement, the
								terms and conditions relating to the return of the Aircraft are set out in Part
								1 of Schedule C to this Aircraft Lease Agreement.**Tax**Lessor/Owner
								Tax Jurisdiction:
						  Ireland.Subpart
								F Indemnity:
						  As set
								forth in Schedule B hereto.**Other**Account
								for payments:
						  ***
				  
				  3

					 
					 
					 07c045
				  
				  *******

							 *******

							 *******

							 
							 **US
								Correspondent Bank Details:**The US
								correspondent bank for BNP Paribas, London (if required) is BNP Paribas, New
								York
							 **US
								Correspondent Bank SWIFT Code:**BNPAUS3N

							 
							 or such
								other account as Lessor designates in writing from time to
								time.Notices
								Details
						  **Lessor**

						  **Lessee**Wells
								Fargo Bank Northwest, N.A.
							 Corporate
								Trust Lease Group
							 MAC
								U1228-120
							 299
								South Main Street, 12thFloor
							 Salt
								Lake City, UT 84111
							 
							 Attention:
								Corporate Trust Department
							 
							 Facsimile:
								+1 (801) 246 5053
							 
							 With a
								copy to:
							 
							 GE
								Commercial Aviation Services Limited
							 Aviation
								House
							 Shannon

							 County
								Clare
							 Ireland

							 Attention:
								Contracts Leader
							 Fax: +
								353 61 706867
							 E-mail:
								asanotices@gecas.com
						  LAN
								Cargo, S.A.
							 Avenida
								Presidente Riesco 5711, 20th Floor, Santiago, Chile
							 
							 
							 
							 
							 
							 
							 **Attn:**Leasing
								and Insurance Director

							 
							 **Facsimile:**+ 562
								565 3905
				
				ALL THE
				  PROVISIONS OF THE SCHEDULES HERETO AND THE COMMON TERMS AGREEMENT DATEDON OR
				  ABOUT THE DATE HEROF, ENTERED INTO BY AND BETWEEN GE COMMERICAL AVIATION
				  SERVICES LIMITED AND LESSEE ARE INCORPORATED BY REFERENCE HEREIN AND ARE PART
				  OF THIS AIRCRAFT LEASE AGREEMENT AS IF THEY WERE SET OUT IN FULL HEREIN.WITHOUT
				  LIMITING THE GENERALITY OF THE FOREGOING, BY ITS SIGNATURE BELOW, LESSEE
				  ACKNOWLEDGES AND AGREES THAT THE LEASE OF THE AIRCRAFT HEREUNDER IS ON AN
				  AS
				  IS,WHERE
				  IS
				  BASIS(WITHOUT
				  PREJUDICE TO LESSEES RIGHTS TO SATISFY ITSELF THAT THE AIRCRAFT COMPLIES
				  IN ALL RESPECTS WITH THE DELIVERY CONDITION REQUIREMENTS IN ACCORDANCE WITH
				  CLAUSE 4 AND SCHEDULE 4 OF THE COMMON TERMS AGREEMENT)AND THAT
				  THE DISCLAIMERS, EXCULPATIONS AND LIMITATIONS OF LIABILITY, INDEMNITIES, THE
				  CHOICE OF NEW YORK LAW AS THE GOVERNING LAW, LESSEES SUBMISSION TO
				  PERSONAL JURISDICTION IN NEW YORK, AND THE WAIVER OF ANY RIG HT TO A TRIAL BY
				  JURY PROVIDED FOR IN THE COMMON TERMS AGREEMENT ARE INCORPORATED HEREIN BY SUCH
				  REFERENCE AND ARE PART OF THIS AGREEMENT AS IF THE SAME WERE SET OUT IN FULL
				  HEREIN.
				No
				  provision of this Lease, including any provision of the Schedules or the Common
				  Terms Agreement, may be amended, rescinded, changed, waived, discharged,
				  terminated or otherwise
				4

				  
				  
				  07c045
				modified
				  in any way whatsoever, except by a writing signed by the party to be charged.
				  Pursuant to and to comply with sub-section (2) of Section 2A-208 of the UCC, if
				  and to the extent applicable, Lessor and Lessee acknowledge their agreement to
				  the provisions of this paragraph by their signatures below.
				
				Notwithstanding
				  any provision to the contrary contained in this Aircraft Lease Agreement or in
				  the CTA, in the event of a conflict between the provisions of this Aircraft
				  Lease Agreement and the provisions of the CTA, the provisions of this Aircraft
				  Lease Agreement shall control and prevail for such conflict.
				
				Wells
				  Fargo Bank Northwest, National Association, is entering into this Agreement and
				  any other documents related to the Lease or the Aircraft solely in its capacity
				  as owner trustee under a Trust Agreement dated as of 17thApril
				  2007 (Trust Agreement) and not in its individual capacity, and in
				  no case shall Wells Fargo Bank Northwest, National Association, be personally
				  liable for or on account of any of the statements, representations, warranties,
				  covenants or obligations stated to be those of Lessor hereunder; provided,
				  however, that Wells Fargo Bank Northwest, National Association shall be
				  personally liable hereunder for its gross negligence or wilful misconduct, for
				  its breach of its covenants, representations and warranties contained herein,
				  to the extent covenanted or made in its individual capacity, and for a failure
				  to distribute in accordance with the Trust Agreement any amounts received and
				  distributable by it hereunder.
				5

				  
				  
				  07c045
				
				**IN
				  WITNESS****WHEREOF,**the
				  parties hereto have executed this Aircraft Lease Agreement, each by its duly
				  authorized representative(s), as of the date shown at the beginning of this
				  Aircraft Lease Agreement.
				
				LAN CARGO, S.A.

						
						
						WELLS FARGO BANK
						  NORTHWEST, N.A., NOT IN ITS INDIVIDUAL CAPACITY, EXCEPT AS EXPRESSLY PROVIDED
						  HEREIN, BUT SOLELY AS OWNER TRUSTEEBy:

						/s/ [illegible]

						
						By:
						/s/ [illegible]Name:

						Carlos
							 Prado C.
						
						Name:

						Pablo
							 BauerTitle:

						Senior
							 Vice President Corporate Investments
						
						Title:

						Attorney
							 in fact
				
				
				6

				  
				  
				  07c045
					 ***
				**SCHEDULE
				  A**
				
				**DELIVERY
				  CONDITION**
				
				The
				  Specifications described below are solely a description of the condition
				  precedent to Lessees obligation to accept delivery of the Aircraft under
				  the Lease and shall not be construed as a representation, warranty or agreement
				  of any kind whatsoever, express or implied, by Lessor with respect to the
				  Aircraft or its condition, all of which have been disclaimed by Lessor and
				  waived by Lessee pursuant to Section 16 of the Common Terms Agreement.
				  Lessees obligation to accept delivery of the Aircraft on the Rent
				  Commencement Date shall be subject to the Aircraft complying with Specification
				  set forth below and attached hereto, as such Specification may be amended prior
				  to Delivery with the written consent of Lessor and Lessee.
				
				**Airframe:**

						New ex
							 factory**Airworthiness
							 Standard:**
						FAA**Configuration:**
						Per the
							 Boeing Detail Specification (summary of which is attached as Exhibit 1, with
							 specification number to be determined) for GECAS B777-200LRF aircraft with
							 766,000lbs MTOW.**Engines:**

						New, ex
							 factory**Components:**

						New, ex
							 factory**Landing
							 Gear:**
						New, ex
							 factory**APU:**

						New, ex
							 factory**Livery:**

						Aircraft
							 will be painted in Lessees livery (or in any other livery as may be
							 notified by Lessee to Lessor in writing at least 9 months prior to the
							 commencement of the Scheduled Delivery Month) provided that, in any case, if
							 such livery selected by Lessee gives rise to an incremental cost from the
							 Manufacturer, then Lessee shall be responsible for such additional cost.
				
				7

				  
				  
				  07c045
					 *****EXHIBIT
				  1 TO SCHEDULE A**
				
				**BOEING
				  DETAIL SPECIFICATION FOR THE AIRCRAFT (D019WOO7GEF TBD)**
				
				**ATA
								DESCRIPTION****02
								GENERAL REQUIREMENTS**Regulatory
								Certification
						  FAALow
								Weather Minimums
						  Cat
								IIIbETOPS
								Certified
						  Yes -
								(207 min.)T/O and
								Landing: 15-Knot Tailwind
						  YesTen-Minute
								Takeoff Thrust Operation
						  YesHigh
								Altitude Certification
						  8,400 ftDispatch
								with Gear Down for Revenue Flight
						  YesManuals/Instrumentation
								Units
						  Metric/EnglishUSPHS
						  Yes**03
								GENERAL AIRPLANE CRITERIA**Structural
								CapabilitiesMax
								Design Taxi Weight
						  768,000
								lbsMax
								Design Takeoff Weight
						  766,000
								lbsMax
								Design Landing Weight
						  575,000
								lbsMax
								Design Zero Fuel Weight
						  547,000
								lbsOperational
								CapabilitiesMax Taxi
								Weight
						  768,000
								lbsMax
								Takeoff Weight
						  766,000
								lbsMax
								Landing Weight
						  575,000
								lbsMax Zero
								Fuel Weight
						  547,000
								lbsAlternate
								Forward CG Limits
						  NoCustomized
								Loading Schedule
						  No******09
								TOWING**Aft tow
								Fitting
						  No**11
								PLACARDS and MARKINGS**Paint
								System
						  Akzo
								Nobel EclipseRegistry
								markings on Wing
						  Left30-inchExternal
								Maintenance Placards & Markings
						  EnglishOwnership
								Placards
						  Flight
								Deck, Engines,**21
								AIR CONDITIONING**Aft
								Cargo Comp. A/C system
						  YesCabin
								Temp Indicator
						  CelsiusFlight
								Deck Humidification
						  No
				  8

						
						
						07c045
				  
				  **22
								AUTOMATIC FLIGHT CONTROL**Digital
								Flight Control System (DFCS) Features:G/S
								Capture Before Localizer Capture
						  Inhibit3 Digit
								Mach # on Mode Control Panel
						  YesBank
								Angle Hold at Autopilot Command Engage
						  YesLNAV
								Engagement on TakeOff Go Around
						  Yes**23
								COMMUNICATIONS**Radio
								Tuning Panels
						  (3)
								Gables G7404-124HF
								SystemDual
								System
						  (2)
								RockwellTransceivers

						  822-0990-004HF
								Couplers
						  822-0987-004HF Data
								Link
						  Provisions
								installedActivation
								would be LAN specificVHF
								SystemTriple
								System
						  (3)
								RockwellTransceiver

						  822-1047-0038.33 KHZ
								Spacing
						  ActivatedSATCOM
								System
						  ARINC
								781 AERO H+Thales
								TopflightSELCAL
								Decoder
						  (1)
								AvtechNA138-714CELT
						  Fixed
								(Artex - 3 Freq.)Fixed - 3 Freq.622-5342-101Cockpit
								Voice Recorder
						  (1)
								Allied Signal980-6022-0012 Hr.
								recordingManual
								On/Off Switch
						  YesBoom
								Mic./Headset
						  (4)Telex
								Airman 64300-200Capt.,
								F/O**,**1st/Obs,
								2nd/Obs****Headphone

						  NoHand
								Held Mics
						  No
								2nd/ObsAudio
								Control Panel
						  2nd
								ObsControl
								Wheel PTT
						  Standard
								3 position**24
								ELECTRICAL POWER**DC
								Electrical Load Dist. Battery Powered Position Lights
						  NoDC
								Back-up Power
				  9

						
						
						07c045
				  **25
								EQUIPMENT/FURNISHINGS**Closet/Stowage
								Units
						  Overhead
								Stowage Unit -Ceiling
								MountedGalleys

						  Std
								Basic(16) Std
								Containers (Atlas)Ice
								drawers below counter(3)
								Compartments, (2)ChilledCargo
								CompartmentLower
								Lobe - Fwd
						  Sloping
								Sidewall Fwd Cargo0.050
								-in thick BMS 8-223Lower
								Lobe - Aft
						  Sloping
								Sidewall Aft Cargo0.050
								-in thick BMS 8-223Full
								FloorsFwd

						  NoAft

						  NoLD-4
								LD-8 Containers - Fwd
						  NoLD-4
								LD-8 Containers - Aft
						  NoAccess
								to Main Deck Cargo
						  YesCentre-line
								Loading of 16 and 20 ft ULDs
						  Yes**25
								FLIGHT DECK**Detachable
								Emergency Equip.:Fire
								Extinguisher
						  (1)Halon-Walter
								Kidde898052 -
								SFEProtective
								Breathing Equip. (PBE)
						  (1) B/EAerospace
								-SPEFlashlights
								w/shield
						  (2) DME
								P2-07-0001-214Crew
								Life Vest
								Air
								  Cruisers (4)Lifeline

						  Yes**26
								FIRE PROTECTION**Engine/APU
								Fire Bottle
						  Common
								Bottle**28
								FUEL**Fuel
								Control Panel -Right Wing
						  NoPressure
								Fueling System
						  Refueling
								Adapters- Right Wing**29
								HYDRAULIC POWER**Engine
								Driven Pump
						  PARKER
								(ABEX) S271W111AC
								Electric Pump
						  Vickers
								(S270T201-7)**31
								INDICATING/RECORDING SYSTEMS**60- Min.
								Countdown timer
						  No****
				  10

						
						
						07c045
				  
				  Flight
								Data Recorder
						  (1)
								AlliedSignal980-4700-042Airplane
								Conditioning Monitoring Syst.
						  OpticalDisk
								Drive
						  (1)
								Teledyne****AIMS S/W
								Installation
						  NoNav.
								Performance Scales
						  EnabledDual
								Electronic Checklist Database
						  NoDisable
								Entry of Gross Weight on PERF INIT Page
						  NoARINC
								623 Data-Link Messages - AIMS
						  YesFirebell
								Aural Warning
						  1 Sec.
								On, 9 Sec. OffOver-speed
								Aural Warning
						  Resettable
								- SirenAutopilot
								Disconnect Aural Warnings
						  InhibitedTakeoff
								Runway Disagree Alert
						  NoDoor
								Synoptic and EICAS Message
						  NoAnnunciation
								for Loss of Right or Left FMCS
						  YesFlight
								Deck Comm. Funct. Automatic Reset
						  YesAltitude
								Approach Aural Advisory
						  YesAnnunciation
								for Satellite Voice Comm. Capability
						  YesAnnunciation
								for Data-link Availability
						  YesVMO/MMO
								Over-speed and VFE Over-speed EICAS Status
						  NoFlight
								Director Command Display
						  Split
								AxisRound
								Dial Radio Alt. Display
						  YesRising
								Runway Display
						  Yes- on
								ADILanding
								Alt. Ref
						  No****Radio
								Alt. Mins. Reference
						  NoTCAS
								Resolution Advisory
						  VSIVref and
								Selected Flap Position
						  NoILF
								Localizer Deviation Scale Expansion
						  Autopilot
								or Flight Dir. ModeMap Mode
								Orientation
						  Track
								UpGrid
								Heading
						  Nav.
								DisplayRange
								Arcs
						  NoTCAS
								Range Ring MACH # is not displayed
						  No
								Ground Speed Display When No Nav. Performance Scales YesVNAV
								Speed Band
						  No**32
								LANDING GEAR**Main
								Gear
						  Messier
								BugattiWheelTires

						  36 Ply
								235 MPH****Brakes
								Messier Bugatti Carbon****High
								CapacityNose
								Gear
						  Messier
								BugattiWheelTires

						  32 Ply
								235 MPH**33
								LIGHTING**NSFSB
								Sign Permanent Illumination &No
								Smoking Flight Deck Selector switch Removal
						  No
				  11

						
						
						07c045
				  
				  **34
								NAVIGATION**Multi-Mode
								Receiver (MMR)
						  (2)
								Rockwell822-1821-001Radio
								Altimeter
						  (2)
								Rockwell822-0334-002Weather
								RadarPredictive
								Wind-shear
						  Activated(1)
								Rockwell - Multiscan822-1710-002TCASTCAS
								Change 7
						  YesComputer(12)
								Rockwell822-1293-002Enhanced
								Ground Proximity Warning System
						  YesCallouts2500, 1000, 500, 400, 300, 200, 100, 50, 40, 30, 20, 10, APPROACHING
								  MINIMUMSVHF Nav
								(VOR)/Marker Beacon Receiver(2)
								Rockwell822-1338-003ATC
								Transponder(1)Rockwell071-01503-2601822-1338-003DMEInterrogator

						  (2)
								Rockwell066-50013-0101822-0329-001ADF
								Receiver(2)
								Rockwell822-0299-001**34
								FLIGHT MANAGEMENT COMPUTER SYSTEM**FMCS
								Definition:Runway
								Distance and Offset Position
						  MetresQRH
								Takeoff Speeds
						  InhibitedNavigational
								Data Base
						  Boeing
								suppliedCrew
								Alertness Monitoring
						  YesNon-directional
								Radio Beacon (ADF) Approaches
						  NoEnhanced
								Fix Page Capability
						  NoGPS
								Approaches w/ Vertical Angles Flight Path Angle
						  No
								Display of Vertical Bearing,Flight
								Path Angle And Vertical Speed
						  No**35
								OXYGEN**Crew
								Oxygen CylinderRemote
								Fill
						  No
				  12

						
						
						07c045
				  
				  Flight
								Crew System - Press Breathing
						  EROS(4)Crew Oxy
								  Mask-Diluter DemandType
								Regulators with built in SmokeGoggles**46
								INFORMATION SYSTEMS**Electronic
								Flight Bag
						  NoEFB -
								Activation of ACARS interface
						  No**49
								APU**APU
								Exhaust System
						  Muffler
								in APU**52
								DOORS**Cargo
								Door - Solid Skin
						  YesAirstairs,
								Forward
						  No**72
								ENGINE**Engines
						  GE90-110B1L**78
								OIL**Oil
						  Mobil
								Jet 2
				
				13

					 
					 
					 07c045
				**SCHEDULE
				  B**
				
				**SPECIAL
				  TAX INDEMNITY (SUBPART F INDEMNITY)**
				
				Lessor
				  has assumed that neither Lessor nor any of the Tax Indemnitees will be subject
				  to United States income tax under Subpart F of the United States Internal
				  Revenue Code of 1986, as amended (the Code), with respect to income
				  from the Lease nor will the Aircraft be treated as United States
				  property for purposes of Subpart F of the Code (Subpart F
				  Benefits).
				
				(a)

						Usage
							 Covenant: To support Lessors or other applicable Tax Indemnitees
							 entitlement to the Subpart F Benefits, Lessee agrees that in each calendar year
							 during the Term:
				
				(i)

						the
							 Aircraft will be located outside the United States more than 50 per cent of the
							 time; or
				
				(ii)

						more
							 than 50 per cent of the miles traversed in the use of the Aircraft will be
							 traversed outside the United States.
				
				For the
				  purpose of (i) and (ii) above, reference to the United States includes the
				  Commonwealth of Puerto Rico and for (ii) above, any flight between two points
				  in the United States, without an intervening stop in a foreign jurisdiction of
				  at least 12 hours, is considered to be a flight traversed entirely within the
				  United States and references to Aircraft include a separate reference to each
				  Engine.
				
				Lessee
				  will make available to Lessor any records relating to the use and location of
				  the Aircraft and Engine, to the extent used separately from the Airframe, that
				  Lessor may reasonably request to fulfill Lessors or any Tax
				  Indemnitees tax reporting, filing, audit or litigation requirements and
				  will otherwise reasonably co-operate with any requests of Lessor with respect
				  to compliance with requirements for the Subpart F Benefits.
				
				(b)

						(i)
						Indemnity
							 for breach of usage covenant: The remedy for the breach of any of the covenants
							 contained in this clause shall be the right to receive an indemnity payments
							 specified in this paragraph (b) from Lessee. Any such indemnity payments will
							 be due within 30 days after Lessees receipt of a written request from
							 Lessor certifying that there has been a loss of Subpart F Benefits describing
							 in reasonable detail the circumstances of such loss, the amount of such loss
							 and the breach causing such loss.
				
				(ii)

						Lessees
							 indemnity obligation for Lessors or the relevant Tax Indemnitees
							 entitlement to the Subpart F Benefits shall, subject to Clause 5.10 (After Tax
							 Basis) of the Common Terms Agreement, be the amount of U. S. income tax that
							 would not have been incurred but for the loss or disallowance of the Subpart F
							 Benefits that relates to any breach of the covenant set forth in paragraph (a)
							 plus the amount of any interest, penalties and additions to tax payable by
							 Lessor or the relevant Tax Indemnitee as a result of the loss or disallowance
							 of the Subpart F Benefits.
				
				For the
				  avoidance of doubt, the provisions of Section 5.9 (Tax Contest and Mitigation)
				  of the Common Terms Agreement shall apply to Lessees obligations
				  contained in this Schedule B.
				
				14

					 
					 
					 07c045
				
				**SCHEDULE
				  C**
				
				**CONFIDENTIAL
				  COMMERCIAL TERMS**
				
				***

				
				15

				  
				  
				  07c045**SCHEDULE
				  D**
				
				**FORM
				  OF LEASE SUPPLEMENT NO. ___**
				
				LEASE
				  SUPPLEMENT NO. ___, dated ___________, ______, between
				  ____________________________________________, [a corporation organized under
				  the laws of ______________] [, not in its individual capacity, but solely as
				  owner trustee] (Lessor), and ___________________________________, a
				  corporation organized under the laws of the
				  ____________________(Lessee).
				
				Lessor
				  and Lessee have previously entered into that certain Aircraft Lease Agreement
				  dated as of _____________________, including the Common Terms Agreement as
				  defined therein (collectively, herein referred to as the Agreement
				  and the defined terms therein being hereinafter used with the same meaning).
				  The Agreement provides for the execution and delivery from time to time of a
				  Lease Supplement substantially in the form hereof for the purpose of leasing
				  the aircraft described below under the Agreement as and when delivered by
				  Lessor to Lessee in accordance with the terms thereof.
				
				The
				  Agreement and this Lease Supplement relate to the Aircraft, Engines and Parts
				  as more precisely described below and in the Certificate of Technical
				  Acceptance. A counterpart of the Agreement is attached hereto and shall be
				  filed together with this Lease Supplement with the FAA.
				
				In
				  consideration of the premises and other good and sufficient consideration,
				  Lessor and Lessee hereby agree as follows:
				
				1.Lessor
				  hereby delivers and leases to Lessee under and pursuant to the Agreement and
				  Lessee hereby accepts, acknowledges receipt of possession and leases from
				  Lessor under and pursuant to the Agreement, that certain ______________
				  aircraft, and the ________ (___) _____________________ Engines (each of which
				  Engines has 750 or more rated takeoff horsepower or the equivalent of such
				  horsepower) described in Schedule 1 hereto, together with the Aircraft
				  Documents and Records described in the Agreement (the Delivered
				  Aircraft).
				
				2.The
				  Delivery Date of the Delivered Aircraft is the date of this Lease Supplement
				  set forth in the opening paragraph hereof.
				
				3.The Term
				  for the Delivered Aircraft shall commence on the Delivery Date and shall end on
				  the Expiry Date, with respect to which the Scheduled Expiry Date shall be
				  [insert date].
				
				4.The
				  amount of Rent for the Delivered Aircraft is set forth in Schedule B to the
				  Agreement.
				
				5.Lessee
				  hereby confirms to Lessor that (i) the Delivered Aircraft and each
				  delivered Engine have been duly marked in accordance with the terms of Section
				  8.6(a) of the Agreement, (ii) the Aircraft is insured as required by the
				  Agreement, (iii) the representations and warranties of Lessee referred to
				  in Section 2.1 of the Agreement are hereby repeated with effect as of the date
				  first above written, (iv) having inspected the Delivered Aircraft, Lessee
				  acknowledges that the Delivered Aircraft satisfies all conditions required for
				  Lessees acceptance of delivery as set forth in the Agreement, and (v) the
				  execution and delivery of this Lease Supplement signifies absolute and
				  irrevocable acceptance by Lessee of the Delivered Aircraft for all purposes
				  hereof and of the Agreement.
				
				6.This
				  Lease Supplement shall be governed by and construed in accordance with the Laws
				  of the State of New York. This Lease Supplement is hereby deemed executed and
				  delivered pursuant to the Agreement in the State of New York.
				30

					 
					 
					 07c045
				7.This
				  Lease Supplement may be executed in any number of counterparts; each of such
				  counterparts, shall for all purposes be deemed to be an original; and all such
				  counterparts shall together constitute but one and the same Lease Supplement;
				  provided, that to the extent, if any, that this Lease Supplement constitutes
				  chattel paper (as such term is defined in the Uniform Commercial Code as in
				  effect in any applicable jurisdiction), no security interest in this Lease
				  Supplement may be created through the transfer or possession of any counterpart
				  other than the Original, which shall be identified by Lessors
				  receipt therefor indicated on the signature page thereof.
				
				8.This
				  Lease Supplement supplements and forms a part of the Agreement. The Agreement,
				  as supplemented hereby, is hereby ratified, approved and confirmed in all
				  respects.
				
				IN
				  WITNESS WHEREOF, Lessor and Lessee have caused this Lease Supplement
				  No. ____ to be duly executed as of the day and year first above
				  written.
				
				LESSOR,

						  
						  LESSEE,[INSERT
								LESSORS NAME]
						  
						  [INSERT
								LESSEES NAME]By:_______________________________________

						  
						  By:_______________________________________Name:
								____________________________________
						  
						  Name:
								____________________________________Title:
								_____________________________________
						  
						  Title:
								_____________________________________
				
				31

				
				07c045
			 
			 Execution
				Form
			 
			 
			 
			 **AIRCRAFT
				LEASE AGREEMENT**
			 
			 
			 
			 **DATED
				AS OF 30 APRIL 2007**
			 **BETWEEN**

				
				
				**WELLS
				  FARGO BANK NORTHWEST N.A., NOT IN ITS INDIVIDUAL CAPACITY, EXCEPT AS EXPRESSLY
				  PROVIDED HEREIN, BUT SOLELY AS OWNER TRUSTEE******

			 
			 as
				Lessor
			 
			 **and**
			 
			 
			 **LAN
				CARGO S.A.**
			 as
				Lessee
			 
			 **incorporating
				the provisions of a**
			 
			 **COMMON
				TERMS AGREEMENT**
			 
			 **with
				respect to one Boeing 777-200LRF Aircraft**
			 
			 **bearing
				manufacturers serial number to be advised**
			 
			 *******

			 
			 1

				
				
				07c088
				  ***
			 TO THE
				EXTENT THAT THIS AIRCRAFT LEASE AGREEMENT CONSTITUTES CHATTEL PAPER (AS DEFINED
				IN THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN ANY APPLICABLE JURISDICTION), NO
				SECURITY INTEREST IN THIS AIRCRAFT LEASE AGREEMENT MAY BE CREATED THROUGH
				TRANSFER OR POSSESSION OF ANY COUNTERPART OTHER THAN THE ORIGINAL COUNTERPART,
				WHICH SHALL BE IDENTIFIED AS THE COUNTERPART DESIGNATED AS THE ORIGINAL ON THE
				SIGNATURE PAGE OF THIS AGREEMENT BY LESSOR.
			 
			 **TO
				THE EXTENT THE CAPE TOWN CONVENTION 2001 AND ITS PROTOCOL ON MATTERS SPECIFIC
				TO AIRCRAFT EQUIPMENT HAVE COME INTO EFFECT IN CHILE OR (IF DIFFERENT) IN THE
				STATE OF REGISTRY, THE INTERESTS OF LESSOR, OWNER AND ANY FINANCING PARTIES
				UNDER THIS LEASE AND/OR IN RESPECT OF THE AIRCRAFT SHALL BE CAPABLE OF
				REGISTRATION AS INTERNATIONAL INTERESTS IN ACCORDANCE WITH SUCH CONVENTION AND
				PROTOCOL.**
			 
			 The
							 parties listed below as Lessee and Lessor hereby agree that Lessor will lease
							 the Aircraft to Lessee and Lessee will take delivery of and lease the Aircraft
							 from Lessor subject to and in accordance with the Lease (including the
							 provisions of the Common Terms Agreement which are incorporated herein by
							 reference) and the Lease Supplement (substantially in the form of Schedule D
							 hereto) for the duration of the Term and further agree in this AIRCRAFT LEASE
							 AGREEMENT dated as of 30 April 2007 the following:Lessee:

						LAN
							 Cargo, S.A. whose registered office is at Avenida Presidente Riesco 5711, 20th
							 Floor, Santiago, ChileLessor:

						WELLS
							 FARGO BANK NORTHWEST, N.A., as Owner Trustee under a Trust Agreement dated as
							 of 18thApril
							 2007Owner:

						WELLS
							 FARGO BANK NORTHWEST, N.A., as Owner Trustee under a Trust Agreement dated as
							 of 18thApril
							 2007Owner
							 Participant:
						Celestial
							 Aviation Trading 23****Limited
							 or such other person as Lessor may notify to Lessee from time to time in
							 writingAircraft:

						One
							 B777-200LRF aircraft bearing manufacturers serial number to be advised.Engines:

						Two (2)
							 GE90-110B1 with 110,100 pounds thrust rating.Common
							 Terms Agreement or CTA:
						The
							 Common Terms Agreement dated on or about the date hereof entered between GE
							 Commercial Aviation Services Limited and Lessee.State of
							 Registry:
						Means
							 the United States of America, except that Lessee may change the State of
							 Registry to Brazil, Mexico, Chile or back to the United States of America at
							 Lessees option and expense provided that (a) in the case of a change in
							 the State of Registry elected by Lessee before Delivery, Lessee shall give
							 Lessor written notice of such change at least 9 months prior to the Scheduled
							 Delivery Month and provided further, that the Manufacturer can incorporate into
							 the Aircraft any modification (including records revisions) necessitated by
							 such change, which incorporation shall be at Lessees expense and (b) for
							 any change in the State of Registry after Delivery, Lessee shall give Lessor at
							 least 30 days written notice prior to the effectiveness of such
							 change.Duration
							 of Term:
						***Manufacturer:

						The
							 Boeing CompanyLessor
							 State of Incorporation:
						United
							 States of America**Payments**Rent:

						The Rent
							 payable in respect of each Rental Period during the Term will be the amount set
							 forth in Part 1 of Schedule C.
				
				2

				
				
				07c088

				
				
				Redelivery
							 Adjustment Payments Applies:
						Lessee
							 shall make Redelivery Adjustment payments in accordance with Part 1 of Schedule
							 C to this Aircraft Lease Agreement. The Redelivery Adjustment Rates set out in
							 Part 1 of Schedule C to this Aircraft Lease Agreement are expressed in January
							 2007 Dollars.Deposit:

						Lessee
							 shall pay Lessor a cash Deposit in accordance with Part 1 of Schedule C to this
							 Aircraft Lease Agreement.**Delivery**Scheduled
							 Delivery Month:
						***Final
							 Delivery Date:
						***Delivery
							 Location:
						Seattle,
							 Washington, United States of America.Delivery
							 Condition Requirements:
						New,
							 ex-factory, in accordance with the specification detailed in Schedule A.Maintenance
							 Letter of Credit:
						In
							 addition to the Conditions Precedent set out in Schedule 3 to the Common Terms
							 Agreement, Lessee shall provide Lessor with the Maintenance Letter of Credit on
							 or before the Scheduled Delivery Date in accordance with Part 2 of Schedule C
							 to this Aircraft Lease Agreement.Lease
							 Supplement:
						If the
							 State of Registry is the United States of America, Lessee and Lessor shall, on
							 or before Delivery, execute and deliver a Lease Supplement substantially in
							 form of Schedule D hereto if required in connection with filing and recording
							 the Lease with the FAA.**Technical**AD
							 Compliance Period:
						As set
							 forth in Part 1 of Schedule C to this Aircraft Lease
							 Agreement.AD
							 Threshold:
						As set
							 forth in Part 1 of Schedule C to this Aircraft Lease
							 Agreement.AD
							 Factor:
						As set
							 forth in Part 1 of Schedule C to this Aircraft Lease Agreement.Airframe
							 Heavy Check:
						As set
							 forth in Part 1 of Schedule C to this Aircraft Lease Agreement.**Insurance**Agreed
							 Value:
						As set
							 forth in Part 1 of Schedule C to this Aircraft Lease
							 Agreement.Minimum
							 Liability Coverage:****

						As set
							 forth in Part 1 of Schedule C to this Aircraft Lease
							 Agreement.Deductible
							 Amount:
						As set
							 forth in Part 1 of Schedule C to this Aircraft Lease
							 Agreement.Damage
							 Notification Threshold:
						As set
							 forth in Part 1 of Schedule C to this Aircraft Lease
							 Agreement.**Redelivery**Return
							 conditions:
						In
							 addition to the provisions of Schedule 6 to the Common Terms Agreement, the
							 terms and conditions relating to the return of the Aircraft are set out in Part
							 1 of Schedule C to this Aircraft Lease Agreement.**Tax**Lessor/Owner
							 Tax Jurisdiction:
						Ireland.Subpart
							 F Indemnity:
						As set
							 forth in Schedule B hereto.**Other**Account
							 for payments:
						*********
				
				3

				  
				  
				  07c088
			 
			 *******

						*******

						*******

						
						**US
						  Correspondent Bank Details:**The US
						  correspondent bank for BNP Paribas, London (if required) is BNP Paribas, New
						  York
						**US
						  Correspondent Bank SWIFT Code:**BNPAUS3N

						
						or such
						  other account as Lessor designates in writing from time to
						  time.Notices
						  Details
					 **Lessor**

					 **Lessee**Wells
						  Fargo Bank Northwest, N.A.
						Corporate
						  Trust Lease Group
						MAC
						  U1228-120
						299
						  South Main Street, 12thFloor
						Salt
						  Lake City, UT 84111
						
						Attention:
						  Corporate Trust Department
						
						Facsimile:
						  +1 (801) 246 5053
						
						With a
						  copy to:
						
						GE
						  Commercial Aviation Services Limited
						Aviation
						  House
						Shannon

						County
						  Clare
						Ireland

						Attention:
						  Contracts Leader
						Fax: +
						  353 61 706867
						E-mail:
						  asanotices@gecas.com
					 LAN
						  Cargo, S.A.
						Avenida
						  Presidente Riesco 5711, 20th Floor, Santiago, Chile
						
						
						
						
						
						
						**Attn:**Leasing
						  and Insurance Director

						
						**Facsimile:**+ 562
						  565 3905
			 
			 ALL THE
				PROVISIONS OF THE SCHEDULES HERETO AND THE COMMON TERMS AGREEMENT DATEDON OR
				ABOUT THE DATE HEROF, ENTERED INTO BY AND BETWEEN GE COMMERICAL AVIATION
				SERVICES LIMITED AND LESSEE ARE INCORPORATED BY REFERENCE HEREIN AND ARE PART
				OF THIS AIRCRAFT LEASE AGREEMENT AS IF THEY WERE SET OUT IN FULL HEREIN.WITHOUT
				LIMITING THE GENERALITY OF THE FOREGOING, BY ITS SIGNATURE BELOW, LESSEE
				ACKNOWLEDGES AND AGREES THAT THE LEASE OF THE AIRCRAFT HEREUNDER IS ON AN
				AS
				IS,WHERE
				IS
				BASIS(WITHOUT
				PREJUDICE TO LESSEES RIGHTS TO SATISFY ITSELF THAT THE AIRCRAFT COMPLIES
				IN ALL RESPECTS WITH THE DELIVERY CONDITION REQUIREMENTS IN ACCORDANCE WITH
				CLAUSE 4 AND SCHEDULE 4 OF THE COMMON TERMS AGREEMENT)AND THAT
				THE DISCLAIMERS, EXCULPATIONS AND LIMITATIONS OF LIABILITY, INDEMNITIES, THE
				CHOICE OF NEW YORK LAW AS THE GOVERNING LAW, LESSEES SUBMISSION TO
				PERSONAL JURISDICTION IN NEW YORK, AND THE WAIVER OF ANY RIGHT TO A TRIAL BY
				JURY PROVIDED FOR IN THE COMMON TERMS AGREEMENT ARE INCORPORATED HEREIN BY SUCH
				REFERENCE AND ARE PART OF THIS AGREEMENT AS IF THE SAME WERE SET OUT IN FULL
				HEREIN.
			 
			 No provision of this Lease, including any
				  provision of the Schedules or the Common Terms Agreement, may be amended,
				  rescinded, changed, waived, discharged, terminated or otherwise
				4

				
				
				07c088
			 
			 modified
				in any way whatsoever, except by a writing signed by the party to be charged.
				Pursuant to and to comply with sub-section (2) of Section 2A-208 of the UCC, if
				and to the extent applicable, Lessor and Lessee acknowledge their agreement to
				the provisions of this paragraph by their signatures below.
			 
			 Notwithstanding
				any provision to the contrary contained in this Aircraft Lease Agreement or in
				the CTA, in the event of a conflict between the provisions of this Aircraft
				Lease Agreement and the provisions of the CTA, the provisions of this Aircraft
				Lease Agreement shall control and prevail for such conflict.
			 
			 Wells
				Fargo Bank Northwest, National Association, is entering into this Agreement and
				any other documents related to the Lease or the Aircraft solely in its capacity
				as owner trustee under a Trust Agreement dated as of 17thApril
				2007 (Trust Agreement) and not in its individual capacity, and in
				no case shall Wells Fargo Bank Northwest, National Association, be personally
				liable for or on account of any of the statements, representations, warranties,
				covenants or obligations stated to be those of Lessor hereunder; provided,
				however, that Wells Fargo Bank Northwest, National Association shall be
				personally liable hereunder for its gross negligence or wilful misconduct, for
				its breach of its covenants, representations and warranties contained herein,
				to the extent covenanted or made in its individual capacity, and for a failure
				to distribute in accordance with the Trust Agreement any amounts received and
				distributable by it hereunder.
			 5

				
				
				07c088
			 
			 **IN
				WITNESS****WHEREOF,**the
				parties hereto have executed this Aircraft Lease Agreement, each by its duly
				authorized representative(s), as of the date shown at the beginning of this
				Aircraft Lease Agreement.
			 
			 LAN CARGO, S.A.

					 
					 
					 WELLS FARGO BANK
						NORTHWEST, N.A., NOT IN ITS INDIVIDUAL CAPACITY, EXCEPT AS EXPRESSLY PROVIDED
						HEREIN, BUT SOLELY AS OWNER TRUSTEEBy:
					 /s/ [illegible]

					 
					 By:
					 /s/ [illegible]Name:Carlos
						  Prado C.
					 
					 
					 Name:Pablo
						  BauerTitle:Senior
						  Vice President Corporate Investments
					 
					 
					 Title:Attorney
						  in fact
			 
			 
			 07c088
				***
			 
			 
			 **SCHEDULE
				A**
			 
			 **DELIVERY
				CONDITION**
			 
			 The
				Specifications described below are solely a description of the condition
				precedent to Lessees obligation to accept delivery of the Aircraft under
				the Lease and shall not be construed as a representation, warranty or agreement
				of any kind whatsoever, express or implied, by Lessor with respect to the
				Aircraft or its condition, all of which have been disclaimed by Lessor and
				waived by Lessee pursuant to Section 16 of the Common Terms Agreement.
				Lessees obligation to accept delivery of the Aircraft on the Rent
				Commencement Date shall be subject to the Aircraft complying with Specification
				set forth below and attached hereto, as such Specification may be amended prior
				to Delivery with the written consent of Lessor and Lessee.
			 
			 **Airframe:**

					 New ex
						  factory**Airworthiness
						  Standard:**
					 FAA**Configuration:**
					 Per the
						  Boeing Detail Specification (summary of which is attached as Exhibit 1, with
						  specification number to be determined) for GECAS B777-200LRF aircraft with
						  766,000lbs MTOW.**Engines:**

					 New, ex
						  factory**Components:**

					 New, ex
						  factory**Landing
						  Gear:**
					 New, ex
						  factory**APU:**

					 New, ex
						  factory**Livery:**

					 Aircraft
						  will be painted in Lessees livery (or in any other livery as may be
						  notified by Lessee to Lessor in writing at least 9 months prior to the
						  commencement of the Scheduled Delivery Month) provided that, in any case, if
						  such livery selected by Lessee gives rise to an incremental cost from the
						  Manufacturer, then Lessee shall be responsible for such additional cost.
			 
			 7

				
				
				07c088**EXHIBIT
				1 TO SCHEDULE A**
			 
			 **BOEING
				DETAIL SPECIFICATION FOR THE AIRCRAFT (D019WOO7GEF TBD)**
			 
			 **ATA
							 DESCRIPTION****02
							 GENERAL REQUIREMENTS**Regulatory
							 Certification
						FAALow
							 Weather Minimums
						Cat
							 IIIbETOPS
							 Certified
						Yes -
							 (207 min.)T/O and
							 Landing: 15-Knot Tailwind
						YesTen-Minute
							 Takeoff Thrust Operation
						YesHigh
							 Altitude Certification
						8,400 ftDispatch
							 with Gear Down for Revenue Flight
						YesManuals/Instrumentation
							 Units
						Metric/EnglishUSPHS
						Yes**03
							 GENERAL AIRPLANE CRITERIA**Structural
							 CapabilitiesMax
							 Design Taxi Weight
						768,000
							 lbsMax
							 Design Takeoff Weight
						766,000
							 lbsMax
							 Design Landing Weight
						575,000
							 lbsMax
							 Design Zero Fuel Weight
						547,000
							 lbsOperational
							 CapabilitiesMax Taxi
							 Weight
						768,000
							 lbsMax
							 Takeoff Weight
						766,000
							 lbsMax
							 Landing Weight
						575,000
							 lbsMax Zero
							 Fuel Weight
						547,000
							 lbsAlternate
							 Forward CG Limits
						NoCustomized
							 Loading Schedule
						No******09
							 TOWING**Aft tow
							 Fitting
						No**11
							 PLACARDS and MARKINGS**Paint
							 System
						Akzo
							 Nobel EclipseRegistry
							 markings on Wing
						Left30-inchExternal
							 Maintenance Placards & Markings
						EnglishOwnership
							 Placards
						Flight
							 Deck, Engines,**21
							 AIR CONDITIONING**Aft
							 Cargo Comp. A/C system
						YesCabin
							 Temp Indicator
						CelsiusFlight
							 Deck Humidification
						No
				8

					 
					 
					 07c088
				
				**22
							 AUTOMATIC FLIGHT CONTROL**Digital
							 Flight Control System (DFCS) Features:G/S
							 Capture Before Localizer Capture
						Inhibit3 Digit
							 Mach # on Mode Control Panel
						YesBank
							 Angle Hold at Autopilot Command Engage
						YesLNAV
							 Engagement on TakeOff Go Around
						Yes**23
							 COMMUNICATIONS**Radio
							 Tuning Panels
						(3)
							 Gables G7404-124HF
							 SystemDual
							 System
						(2)
							 RockwellTransceivers

						822-0990-004HF
							 Couplers
						822-0987-004HF Data
							 Link
						Provisions
							 installedActivation
							 would be LAN specificVHF
							 SystemTriple
							 System
						(3)
							 RockwellTransceiver

						822-1047-0038.33 KHZ
							 Spacing
						ActivatedSATCOM
							 System
						ARINC
							 781 AERO H+Thales
							 TopflightSELCAL
							 Decoder
						(1)
							 AvtechNA138-714CELT
						Fixed
							 (Artex - 3 Freq.)Fixed - 3 Freq.622-5342-101Cockpit
							 Voice Recorder
						(1)
							 Allied Signal980-6022-0012 Hr.
							 recordingManual
							 On/Off Switch
						YesBoom
							 Mic./Headset
						(4)Telex
							 Airman 64300-200Capt.,
							 F/O**,**1st/Obs,
							 2nd/Obs****Headphone

						NoHand
							 Held Mics
						No
							 2nd/ObsAudio
							 Control Panel
						2nd
							 ObsControl
							 Wheel PTT
						Standard
							 3 position**24
							 ELECTRICAL POWER**DC
							 Electrical Load Dist. Battery Powered Position Lights
						NoDC
							 Back-up Power
				9

					 
					 
					 07c088
				**25
							 EQUIPMENT/FURNISHINGS**Closet/Stowage
							 Units
						Overhead
							 Stowage Unit -Ceiling
							 MountedGalleys

						Std
							 Basic(16) Std
							 Containers (Atlas)Ice
							 drawers below counter(3)
						  Compartments, (2)ChilledCargo
							 CompartmentLower
							 Lobe - Fwd
						Sloping
							 Sidewall Fwd Cargo0.050
							 -in thick BMS 8-223Lower
							 Lobe - Aft
						Sloping
							 Sidewall Aft Cargo0.050
							 -in thick BMS 8-223Full
							 FloorsFwd

						NoAft

						NoLD-4
							 LD-8 Containers - Fwd
						NoLD-4
							 LD-8 Containers - Aft
						NoAccess
							 to Main Deck Cargo
						YesCentre-line
							 Loading of 16 and 20 ft ULDs
						Yes**25
							 FLIGHT DECK**Detachable
							 Emergency Equip.:Fire
							 Extinguisher
						(1)Halon-Walter
							 Kidde898052 -
							 SFEProtective
							 Breathing Equip. (PBE)
						(1) B/EAerospace
							 -SPEFlashlights
							 w/shield
						(2) DME
							 P2-07-0001-214Crew
							 Life Vest
						Air
							 Cruisers (4)Lifeline

						Yes**26
							 FIRE PROTECTION**Engine/APU
							 Fire Bottle
						Common
							 Bottle**28
							 FUEL**Fuel
							 Control Panel -Right Wing
						NoPressure
							 Fueling System
						Refueling
							 Adapters- Right Wing**29
							 HYDRAULIC POWER**Engine
							 Driven Pump
						PARKER
							 (ABEX) S271W111AC
							 Electric Pump
						Vickers
							 (S270T201-7)
				10

						
						
						07c088
				**31
							 INDICATING/RECORDING SYSTEMS**60- Min.
							 Countdown timer
						No****
				
				Flight
							 Data Recorder
						(1)
							 AlliedSignal980-4700-042Airplane
							 Conditioning Monitoring Syst.
						OpticalDisk
							 Drive
						(1)
							 Teledyne****AIMS S/W
							 Installation
						NoNav.
							 Performance Scales
						EnabledDual
							 Electronic Checklist Database
						NoDisable
							 Entry of Gross Weight on PERF INIT Page
						NoARINC
							 623 Data-Link Messages - AIMS
						YesFirebell
							 Aural Warning
						1 Sec.
							 On, 9 Sec. OffOver-speed
							 Aural Warning
						Resettable
							 - SirenAutopilot
							 Disconnect Aural Warnings
						InhibitedTakeoff
							 Runway Disagree Alert
						NoDoor
							 Synoptic and EICAS Message
						NoAnnunciation
							 for Loss of Right or Left FMCS
						YesFlight
							 Deck Comm. Funct. Automatic Reset
						YesAltitude
							 Approach Aural Advisory
						YesAnnunciation
							 for Satellite Voice Comm. Capability
						YesAnnunciation
							 for Data-link Availability
						YesVMO/MMO
							 Over-speed and VFE Over-speed EICAS Status
						NoFlight
							 Director Command Display
						Split
							 AxisRound
							 Dial Radio Alt. Display
						YesRising
							 Runway Display
						Yes- on
							 ADILanding
							 Alt. Ref
						No****Radio
							 Alt. Mins. Reference
						NoTCAS
							 Resolution Advisory
						VSIVref and
							 Selected Flap Position
						NoILF
							 Localizer Deviation Scale Expansion
						Autopilot
							 or Flight Dir. ModeMap Mode
							 Orientation
						Track
							 UpGrid
							 Heading
						Nav.
							 DisplayRange
							 Arcs
						NoTCAS
							 Range Ring MACH # is not displayed
						No
							 Ground Speed Display When No Nav. Performance Scales YesVNAV
							 Speed Band
						No**32
							 LANDING GEAR**Main
							 Gear
						Messier
							 BugattiWheelTires

						36 Ply
							 235 MPH****Brakes
							 Messier Bugatti Carbon****High
							 CapacityNose
							 Gear
						Messier
							 BugattiWheelTires

						32 Ply
							 235 MPH
				11

						
						
						07c088
				**33
							 LIGHTING**NSFSB
							 Sign Permanent Illumination &No
							 Smoking Flight Deck Selector switch Removal
						No
				**34
							 NAVIGATION**Multi-Mode
							 Receiver (MMR)
						(2)
							 Rockwell822-1821-001Radio
							 Altimeter
						(2)
							 Rockwell822-0334-002Weather
							 RadarPredictive
							 Wind-shear
						Activated(1)
							 Rockwell - Multiscan822-1710-002TCASTCAS
							 Change 7
						YesComputer(12)
							 Rockwell822-1293-002Enhanced
							 Ground Proximity Warning System
						YesCallouts
								2500, 1000, 500, 400, 300, 200, 100, 50, 40, 30, 20, 10, APPROACHING MINIMUMSVHF Nav
							 (VOR)/Marker Beacon Receiver(2)
							 Rockwell822-1338-003ATC
							 Transponder(2)
							 Rockwell071-01503-2601822-1338-003DMEInterrogator

						(2)
							 Rockwell066-50013-0101822-0329-001ADF
							 Receiver(2)
							 Rockwell822-0299-001**34
							 FLIGHT MANAGEMENT COMPUTER SYSTEM**FMCS
							 Definition:Runway
							 Distance and Offset Position
						MetresQRH
							 Takeoff Speeds
						InhibitedNavigational
							 Data Base
						Boeing
							 suppliedCrew
							 Alertness Monitoring
						YesNon-directional
							 Radio Beacon (ADF) Approaches
						NoEnhanced
							 Fix Page Capability
						NoGPS
							 Approaches w/ Vertical Angles
						No
							 Display of Vertical Bearing, Flight Path AngleAnd
							 Vertical Speed
						No
				12

						
						
						07c088
				**35
							 OXYGEN**Crew
							 Oxygen CylinderRemote
							 Fill
						No
				Flight
							 Crew System - Press Breathing
						EROS(5)Crew Oxy Mask-Diluter DemandType
							 Regulators with built in SmokeGoggles**46
							 INFORMATION SYSTEMS**Electronic
							 Flight Bag
						NoEFB -
							 Activation of ACARS interface
						No**49
							 APU**APU
							 Exhaust System
						Muffler
							 in APU**52
							 DOORS**Cargo
							 Door - Solid Skin
						YesAirstairs,
							 Forward
						No**72
							 ENGINE**Engines
						GE90-110B1L**78
							 OIL**Oil
						Mobil
							 Jet 2
			 
			 13

				  
				  
				  07c088
			 **SCHEDULE
				B**
			 
			 **SPECIAL
				TAX INDEMNITY (SUBPART F INDEMNITY)**
			 
			 Lessor
				has assumed that neither Lessor nor any of the Tax Indemnitees will be subject
				to United States income tax under Subpart F of the United States Internal
				Revenue Code of 1986, as amended (the Code), with respect to income
				from the Lease nor will the Aircraft be treated as United States
				property for purposes of Subpart F of the Code (Subpart F
				Benefits).
			 
			 (a)

					 Usage
						  Covenant: To support Lessors or other applicable Tax Indemnitees
						  entitlement to the Subpart F Benefits, Lessee agrees that in each calendar year
						  during the Term:
			 
			 (i)

					 the
						  Aircraft will be located outside the United States more than 50 per cent of the
						  time; or
			 
			 (ii)

					 more
						  than 50 per cent of the miles traversed in the use of the Aircraft will be
						  traversed outside the United States.
			 
			 For the
				purpose of (i) and (ii) above, reference to the United States includes the
				Commonwealth of Puerto Rico and for (ii) above, any flight between two points
				in the United States, without an intervening stop in a foreign jurisdiction of
				at least 12 hours, is considered to be a flight traversed entirely within the
				United States and references to Aircraft include a separate reference to each
				Engine.
			 
			 Lessee
				will make available to Lessor any records relating to the use and location of
				the Aircraft and Engine, to the extent used separately from the Airframe, that
				Lessor may reasonably request to fulfill Lessors or any Tax
				Indemnitees tax reporting, filing, audit or litigation requirements and
				will otherwise reasonably co-operate with any requests of Lessor with respect
				to compliance with requirements for the Subpart F Benefits.
			 
			 (b)

					 (i)
					 Indemnity
						  for breach of usage covenant: The remedy for the breach of any of the covenants
						  contained in this clause shall be the right to receive an indemnity payments
						  specified in this paragraph (b) from Lessee. Any such indemnity payments will
						  be due within 30 days after Lessees receipt of a written request from
						  Lessor certifying that there has been a loss of Subpart F Benefits describing
						  in reasonable detail the circumstances of such loss, the amount of such loss
						  and the breach causing such loss.
			 
			 (ii)

					 Lessees
						  indemnity obligation for Lessors or the relevant Tax Indemnitees
						  entitlement to the Subpart F Benefits shall, subject to Clause 5.10 (After Tax
						  Basis) of the Common Terms Agreement, be the amount of U. S. income tax that
						  would not have been incurred but for the loss or disallowance of the Subpart F
						  Benefits that relates to any breach of the covenant set forth in paragraph (a)
						  plus the amount of any interest, penalties and additions to tax payable by
						  Lessor or the relevant Tax Indemnitee as a result of the loss or disallowance
						  of the Subpart F Benefits.
			 
			 For the
				avoidance of doubt, the provisions of Section 5.9 (Tax Contest and Mitigation)
				of the Common Terms Agreement shall apply to Lessees obligations
				contained in this Schedule B.
			 
			 14

				  
				  
				  07c088
			 
			 **SCHEDULE
				C**
			 
			 **CONFIDENTIAL
				COMMERCIAL TERMS**
			 
			 ***

			 
			 15

				
				
				07c088**SCHEDULE
				D**
			 
			 **FORM
				OF LEASE SUPPLEMENT NO. ___**
			 
			 LEASE
				SUPPLEMENT NO. ___, dated ___________, ______, between
				____________________________________________, [a corporation organized under
				the laws of ______________] [, not in its individual capacity, but solely as
				owner trustee] (Lessor), and ___________________________________, a
				corporation organized under the laws of the
				____________________(Lessee).
			 
			 Lessor
				and Lessee have previously entered into that certain Aircraft Lease Agreement
				dated as of _____________________, including the Common Terms Agreement as
				defined therein (collectively, herein referred to as the Agreement
				and the defined terms therein being hereinafter used with the same meaning).
				The Agreement provides for the execution and delivery from time to time of a
				Lease Supplement substantially in the form hereof for the purpose of leasing
				the aircraft described below under the Agreement as and when delivered by
				Lessor to Lessee in accordance with the terms thereof.
			 
			 The
				Agreement and this Lease Supplement relate to the Aircraft, Engines and Parts
				as more precisely described below and in the Certificate of Technical
				Acceptance. A counterpart of the Agreement is attached hereto and shall be
				filed together with this Lease Supplement with the FAA.
			 
			 In
				consideration of the premises and other good and sufficient consideration,
				Lessor and Lessee hereby agree as follows:
			 
			 1.Lessor
				hereby delivers and leases to Lessee under and pursuant to the Agreement and
				Lessee hereby accepts, acknowledges receipt of possession and leases from
				Lessor under and pursuant to the Agreement, that certain ______________
				aircraft, and the ________ (___) _____________________ Engines (each of which
				Engines has 750 or more rated takeoff horsepower or the equivalent of such
				horsepower) described in Schedule 1 hereto, together with the Aircraft
				Documents and Records described in the Agreement (the Delivered
				Aircraft).
			 
			 2.The
				Delivery Date of the Delivered Aircraft is the date of this Lease Supplement
				set forth in the opening paragraph hereof.
			 
			 3.The Term
				for the Delivered Aircraft shall commence on the Delivery Date and shall end on
				the Expiry Date, with respect to which the Scheduled Expiry Date shall be
				[insert date].
			 
			 4.The
				amount of Rent for the Delivered Aircraft is set forth in Schedule B to the
				Agreement.
			 
			 5.Lessee
				hereby confirms to Lessor that (i) the Delivered Aircraft and each
				delivered Engine have been duly marked in accordance with the terms of Section
				8.6(a) of the Agreement, (ii) the Aircraft is insured as required by the
				Agreement, (iii) the representations and warranties of Lessee referred to
				in Section 2.1 of the Agreement are hereby repeated with effect as of the date
				first above written, (iv) having inspected the Delivered Aircraft, Lessee
				acknowledges that the Delivered Aircraft satisfies all conditions required for
				Lessees acceptance of delivery as set forth in the Agreement, and (v) the
				execution and delivery of this Lease Supplement signifies absolute and
				irrevocable acceptance by Lessee of the Delivered Aircraft for all purposes
				hereof and of the Agreement.
			 
			 6.This
				Lease Supplement shall be governed by and construed in accordance with the Laws
				of the State of New York. This Lease Supplement is hereby deemed executed and
				delivered pursuant to the Agreement in the State of New York.
			 30

				  
				  
				  07c088
			 7.This
				Lease Supplement may be executed in any number of counterparts; each of such
				counterparts, shall for all purposes be deemed to be an original; and all such
				counterparts shall together constitute but one and the same Lease Supplement;
				provided, that to the extent, if any, that this Lease Supplement constitutes
				chattel paper (as such term is defined in the Uniform Commercial Code as in
				effect in any applicable jurisdiction), no security interest in this Lease
				Supplement may be created through the transfer or possession of any counterpart
				other than the Original, which shall be identified by Lessors
				receipt therefor indicated on the signature page thereof.
			 
			 8.This
				Lease Supplement supplements and forms a part of the Agreement. The Agreement,
				as supplemented hereby, is hereby ratified, approved and confirmed in all
				respects.
			 
			 IN
				WITNESS WHEREOF, Lessor and Lessee have caused this Lease Supplement
				No. ____ to be duly executed as of the day and year first above
				written.
			 
			 LESSOR,

						
						LESSEE,[INSERT
							 LESSORS NAME]
						
						[INSERT
							 LESSEES NAME]By:_______________________________________

						
						By:_______________________________________Name:
							 ____________________________________
						
						Name:
							 ____________________________________Title:
							 _____________________________________
						
						Title:
							 _____________________________________
			 
			 31

			 
			 07c088