exv10w1






Exhibit 10.1




EXECUTION VERSION




 






AIRCRAFT MORTGAGE AND SECURITY

AGREEMENT

AND GUARANTY



 





DATED AS OF AUGUST 11, 2010



AMONG



INTERNATIONAL LEASE FINANCE CORPORATION



ILFC IRELAND LIMITED



ILFC (BERMUDA) III, LTD.



AND



THE ADDITIONAL GRANTORS REFERRED TO HEREIN



AS THE GRANTORS



AND



WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION,

AS SECURITY TRUSTEE



 





SENIOR SECURED NOTES

DUE 2014, 2016 AND 2018

 





 









 





CONTENTS




	 	 	 	 	 	 	 
	Clause	 	 	 	Page
	 
	 	 	 	 	 	 
	ARTICLE I DEFINITIONS	 	 	5	 
	 
	 	 	 	 	 	 
	Section 1.01.
	 	Definitions	 	 	5	 
	 
	 	 	 	 	 	 
	Section 1.02.
	 	Construction and Usage	 	 	21	 
	 
	 	 	 	 	 	 
	ARTICLE II SECURITY	 	 	22	 
	 
	 	 	 	 	 	 
	Section 2.01.
	 	Grant of Security	 	 	22	 
	 
	 	 	 	 	 	 
	Section 2.02.
	 	Security for Obligations	 	 	24	 
	 
	 	 	 	 	 	 
	Section 2.03.
	 	Representations and Warranties of the Grantors	 	 	24	 
	 
	 	 	 	 	 	 
	Section 2.04.
	 	Grantors Remain Liable	 	 	26	 
	 
	 	 	 	 	 	 
	Section 2.05.
	 	Delivery of Collateral	 	 	26	 
	 
	 	 	 	 	 	 
	Section 2.06.
	 	As to the Assigned Documents	 	 	27	 
	 
	 	 	 	 	 	 
	Section 2.07.
	 	As to Beneficial Interest Collateral	 	 	29	 
	 
	 	 	 	 	 	 
	Section 2.08.
	 	Further Assurances	 	 	30	 
	 
	 	 	 	 	 	 
	Section 2.09.
	 	Place of Perfection; Records	 	 	32	 
	 
	 	 	 	 	 	 
	Section 2.10.
	 	Voting Rights; Dividends; Etc	 	 	32	 
	 
	 	 	 	 	 	 
	Section 2.11.
	 	Transfers and Other Liens; Additional Shares or Interests	 	 	33	 
	 
	 	 	 	 	 	 
	Section 2.12.
	 	Security Trustee Appointed Attorney-in-Fact	 	 	33	 
	 
	 	 	 	 	 	 
	Section 2.13.
	 	Security Trustee May Perform	 	 	33	 
	 
	 	 	 	 	 	 
	Section 2.14.
	 	Covenant to Pay	 	 	33	 
	 
	 	 	 	 	 	 
	Section 2.15.
	 	Delivery of Collateral Supplements	 	 	34	 
	 
	 	 	 	 	 	 
	Section 2.16.
	 	Operational Covenants	 	 	34	 
	 
	 	 	 	 	 	 
	Section 2.17.
	 	Insurance	 	 	35	 
	 
	 	 	 	 	 	 
	Section 2.18.
	 	Changes to the Designated Pool; Intermediate Lessees; Owner Trusts and SPCs	 	 	35	 
	 
	 	 	 	 	 	 
	Section 2.19.
	 	Protection of Security Interest of the Security Trustee	 	 	39	 
	 
	 	 	 	 	 	 
	Section 2.20.
	 	Change of Name, etc	 	 	40	 
	 
	 	 	 	 	 	 
	Section 2.21.
	 	Ownership, Operation and Leasing of Pool Aircraft	 	 	40	 
	 
	 	 	 	 	 	 
	Section 2.22.
	 	Limitation on Disposition of Aircraft	 	 	41	 
	 
	 	 	 	 	 	 
	Section 2.23.
	 	Representations Regarding Operation	 	 	41	 
	 
	 	 	 	 	 	 
	Section 2.24.
	 	Compliance with Laws, Etc	 	 	41	 
	 
	 	 	 	 	 	 
	Section 2.25.
	 	Information	 	 	41	 






 









 






	 	 	 	 	 	 	 
	ARTICLE III REMEDIES	 	 	42	 
	 
	 	 	 	 	 	 
	Section 3.01.
	 	Remedies	 	 	42	 
	 
	 	 	 	 	 	 
	Section 3.02.
	 	Priority of Payments	 	 	43	 
	 
	 	 	 	 	 	 
	Section 3.03.
	 	Action on Instructions	 	 	43	 
	 
	 	 	 	 	 	 
	ARTICLE IV SECURITY INTEREST ABSOLUTE	 	 	43	 
	 
	 	 	 	 	 	 
	Section 4.01.
	 	Security Interest Absolute	 	 	43	 
	 
	 	 	 	 	 	 
	ARTICLE V THE SECURITY TRUSTEE	 	 	44	 
	 
	 	 	 	 	 	 
	Section 5.01.
	 	Authorization and Action	 	 	44	 
	 
	 	 	 	 	 	 
	Section 5.02.
	 	Representations or Warranties	 	 	45	 
	 
	 	 	 	 	 	 
	Section 5.03.
	 	Reliance; Agents; Advice of Counsel	 	 	45	 
	 
	 	 	 	 	 	 
	Section 5.04.
	 	Cape Town Convention	 	 	47	 
	 
	 	 	 	 	 	 
	Section 5.05.
	 	No Individual Liability	 	 	47	 
	 
	 	 	 	 	 	 
	ARTICLE VI SUCCESSOR SECURITY TRUSTEE	 	 	47	 
	 
	 	 	 	 	 	 
	Section 6.01.
	 	Resignation and Removal of the Security Trustee	 	 	47	 
	 
	 	 	 	 	 	 
	Section 6.02.
	 	Appointment of Successor	 	 	47	 
	 
	 	 	 	 	 	 
	ARTICLE VII INDEMNITY AND EXPENSES	 	 	48	 
	 
	 	 	 	 	 	 
	Section 7.01.
	 	Indemnity	 	 	48	 
	 
	 	 	 	 	 	 
	Section 7.02.
	 	Secured Parties’ Indemnity	 	 	49	 
	 
	 	 	 	 	 	 
	Section 7.03.
	 	No Compensation from Secured Parties	 	 	50	 
	 
	 	 	 	 	 	 
	Section 7.04.
	 	Security Trustee Fees	 	 	50	 
	 
	 	 	 	 	 	 
	ARTICLE VIII GUARANTY	 	 	50	 
	 
	 	 	 	 	 	 
	Section 8.01.
	 	Guaranty	 	 	50	 
	 
	 	 	 	 	 	 
	Section 8.02.
	 	Contribution	 	 	50	 
	 
	 	 	 	 	 	 
	Section 8.03.
	 	Guaranty Absolute	 	 	50	 
	 
	 	 	 	 	 	 
	Section 8.04.
	 	Waiver and Acknowledgments	 	 	53	 
	 
	 	 	 	 	 	 
	Section 8.05.
	 	Subrogation	 	 	54	 
	 
	 	 	 	 	 	 
	Section 8.06.
	 	No Waiver; Remedies	 	 	55	 
	 
	 	 	 	 	 	 
	Section 8.07.
	 	Continuing Guaranty	 	 	55	 
	 
	 	 	 	 	 	 
	Section 8.08.
	 	Subordination of Certain Intercompany Indebtedness	 	 	56	 
	 
	 	 	 	 	 	 
	Section 8.09.
	 	Limit of Liability	 	 	56	 
	 
	 	 	 	 	 	 
	ARTICLE IX MISCELLANEOUS	 	 	56	 
	 
	 	 	 	 	 	 
	Section 9.01.
	 	Amendments; Waivers; Etc	 	 	56	 
	 
	 	 	 	 	 	 
	Section 9.02.
	 	Addresses for Notices	 	 	57	 
	 
	 	 	 	 	 	 
	Section 9.03.
	 	No Waiver; Remedies	 	 	57	 






 









 






	 	 	 	 	 	 	 
	Section 9.04.
	 	Severability	 	 	58	 
	 
	 	 	 	 	 	 
	Section 9.05.
	 	Continuing Security Interest; Assignments	 	 	58	 
	 
	 	 	 	 	 	 
	Section 9.06.
	 	Release and Termination	 	 	58	 
	 
	 	 	 	 	 	 
	Section 9.07.
	 	Currency Conversion	 	 	58	 
	 
	 	 	 	 	 	 
	Section 9.08.
	 	Governing Law	 	 	59	 
	 
	 	 	 	 	 	 
	Section 9.09.
	 	Jurisdiction; Consent to Service of Process	 	 	59	 
	 
	 	 	 	 	 	 
	Section 9.10.
	 	Counterparts	 	 	60	 
	 
	 	 	 	 	 	 
	Section 9.11.
	 	Table of Contents, Headings, Etc	 	 	60	 
	 
	 	 	 	 	 	 
	Section 9.12.
	 	Non-Invasive Provisions	 	 	60	 
	 
	 	 	 	 	 	 
	Section 9.13.
	 	Limited Recourse	 	 	61	 






SCHEDULES




	 	 	 
	Schedule I

	 	Designated Pool: List of Aircraft, Airframes and Engines
	Schedule II

	 	Pledged Stock, Pledged Beneficial Interest and Pledged Membership Interests
	Schedule III

	 	Trade Names
	Schedule IV

	 	Chief Place of Business and Chief Executive or Registered Office
	Schedule V

	 	Insurance
	Schedule VI

	 	Leases
	 
	 	 
	EXHIBITS
	 	 
	 
	 	 
	Exhibit A-1

	 	Form of Collateral Supplement
	Exhibit A-2

	 	Form of Grantor Supplement
	Exhibit B

	 	Form of Consent and Agreement
	Exhibit C

	 	Form of FAA Aircraft Mortgage
	Exhibit D

	 	Form of FAA Aircraft Mortgage and Lease Security Assignment
	Exhibit E

	 	Form of FAA Lease Security Assignment
	Exhibit F-1

	 	Form of Lessee Notice
	Exhibit F-2

	 	Form of Lessee Acknowledgment
	Exhibit G

	 	Form of Intercreditor Agreement
	Exhibit H

	 	Form of Grantor Request and Assumption Agreement
	Exhibit I

	 	Form of Account Control Agreement






 









 





          THIS AIRCRAFT MORTGAGE AND SECURITY AGREEMENT AND GUARANTY (this “Agreement”), dated as of
August 11, 2010, is made among INTERNATIONAL LEASE FINANCE CORPORATION, a California corporation
(“ILFC”), ILFC IRELAND LIMITED, a private limited liability company incorporated under the laws of
Ireland, and ILFC (BERMUDA) III, LTD., a company incorporated under the laws of Bermuda
(collectively, the “Initial Intermediate Lessees”) and the ADDITIONAL GRANTORS who from time to
time become grantors under this Agreement (together with ILFC and the Initial Intermediate Lessees,
the “Grantors”), and WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking
association (“Wells Fargo”), as the security trustee (in such capacity, and together with any
permitted successor or assign thereto or any permitted replacement thereof, the “Security
Trustee”).




PRELIMINARY STATEMENTS:




          (1)        ILFC as Issuer (the “Issuer”), The Bank of New York Mellon Trust Company, N.A. as Trustee
(the “Trustee”), and as Paying Agent, Security Registrar and Authentication Agent have entered into
that certain Indenture, dated as of the date hereof (the “Indenture”) pursuant to which the Issuer
will issue its “2014 Notes”, its “2016 Notes” and its “2018 Notes” (which “2018 Notes”, together
with the 2014 Notes and 2016 Notes, are defined collectively under the Indenture as the “Notes”)
and possibly other “Additional Securities” under and as defined therein.




          (2)        The Issuer and the other Grantors on the date hereof, and may from time to time hereafter,
wish to grant security for the benefit of the Trustee, the Security Trustee and the Holders of such
2014 Notes, such 2016 Notes, such 2018 Notes and such Additional Securities (defined collectively
under the Indenture as the “Securities”), all in accordance with and subject to the terms and
conditions of this Agreement.




          (3)        The Issuer has agreed pursuant to the Indenture, and it is a condition precedent to the
issuance of the Securities by the Issuer under the Indenture, that the Issuer and the other
Grantors enter into this Agreement.




          (4)        Each Grantor will derive substantial direct and indirect benefit from the transactions
described above.




          (5)        Wells Fargo is willing to act as the Security Trustee under this Agreement.




          NOW, THEREFORE, in consideration of the premises, each Grantor hereby agrees with the Security
Trustee for its benefit and the benefit of the other Secured Parties, and the Security Trustee
hereby agrees on its own behalf and on behalf of the other Secured Parties, as follows:




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ARTICLE I




DEFINITIONS



        Section 1.01.    Definitions. Certain Defined Terms. For the purposes of this Agreement, the
following terms have the meanings indicated below:





“Account Collateral” has the meaning specified in Section 2.01(g).




“Account Control Agreement” means an Account Control Agreement substantially in the form of
Exhibit I hereto among ILFC, the Security Trustee and the applicable depository/securities
intermediary.




“Acquisition Agreement” means any agreement to provide warranties in connection with
any agreement pursuant to which a Pool Aircraft has been or will be acquired by ILFC or any
of its Subsidiaries to the extent permitted to be assigned without third party consent.




“Additional Grantor” has the meaning specified in Section 9.01(b).




“Agreed Currency” has the meaning specified in Section 9.07.




“Agreement” has the meaning specified in the recital of parties to this Agreement.




“Aircraft Assets” means the Aircraft Collateral and any related Security Deposits or
Maintenance Rent.




“Aircraft Collateral” means all Collateral of the type described in clauses (a), (b),
(d), (e) and (f) of Section 2.01 of this Agreement.




“Aircraft Documents” means all technical data, manuals and log books, and all
inspection, modification and overhaul records and other service, repair, maintenance and
technical records that are required pursuant to applicable law to be maintained with respect
to the relevant Pool Aircraft, and such term shall include all additions, renewals,
revisions and replacements of any such materials from time to time required to be made
pursuant to applicable law, and in each case in whatever form and by whatever means or
medium (including microfiche, microfilm, paper or computer disk) such materials may be
maintained or retained by the relevant Lessee.




“Aircraft Objects” means, collectively, the Aircraft Objects (as defined in the
Protocol) described on Schedule I hereto and in any Collateral Supplement or Grantor
Supplement.




“Aircraft Purchase Collateral” has the meaning specified in Section 2.01(e).




“Airframe” means, individually, each of the airframes described on Schedule I hereto
and in any Collateral Supplement or Grantor Supplement.



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“Appraisal” means with respect to any Pool Aircraft, a “desk top” appraisal of such
Pool Aircraft by a Qualified Appraiser, which appraisal opines as to the Base Value of such
Pool Aircraft, assuming that if such Pool Aircraft is (i) less than one year since its date
of manufacture, it has 100% remaining maintenance condition life, (ii) between one and three
years since its date of manufacture, it has 75% remaining maintenance condition life and
(iii) greater than three years since its date of manufacture, it is in “half-time” remaining
maintenance condition life.




“Appraised Value” means, with respect to any Pool Aircraft as of any date of
determination thereof, the value of such Pool Aircraft as of such date, calculated by taking
the lesser of the average and the median of the most recent Appraisals conducted with
respect to such Pool Aircraft.




“Assigned Agreement Collateral” has the meaning specified in Section 2.01(d).




“Assigned Agreements” has the meaning specified in Section 2.01(d)(i).




“Assigned Documents” means, collectively, the Assigned Agreements, the Assigned Leases
and the Acquisition Agreements included in the Aircraft Purchase Collateral.




“Assigned Leases” has the meaning specified in Section 2.01(b).




“Average Age” means, at any time, the average age of all of the Pool Aircraft at such
time, weighted by Base Values, as established (x) on the Effective Date, pursuant to the
Initial Appraisals delivered in connection therewith and (y) thereafter, pursuant to the
most recent Appraisals delivered pursuant to this Agreement and the Indenture.




“Base Value” means, with respect to a Pool Aircraft, the value, expressed in dollars,
of such Aircraft, determined on the basis of an open, unrestricted, stable market
environment with a reasonable balance of supply and demand and with full consideration of
such Aircraft’s “highest and best use”, presuming an arm’s length, cash transaction between
willing, able and knowledgeable parties, acting prudently, with an absence of duress and
with a reasonable period of time available for remarketing.




“Beneficial Interest Collateral” has the meaning specified in Section 2.01(c).




“Cape Town Convention” means, collectively, the Convention and the Protocol, together
with all regulations and procedures issued in connection therewith, and all other rules,
amendments, supplements, modifications, and revisions thereto (in each case using the
English language version).




“Cape Town Lease” means any Lease (including any Lease between Grantors) that has been
entered into, extended, assigned or novated after March 1, 2006 (or such later date as the
Cape Town Convention may be given effect under the law of any applicable jurisdiction)
(A) with a Cape Town Lessee or (B) where the related Aircraft Object is registered in a
“Contracting State”.



- 6 -









 






“Cape Town Lessee” means a lessee under a Lease that is “situated in” a “Contracting
State”.




“Cash Collateral Account” means the account described as such in the Account Control
Agreement.




“Certificated Security” means a certificated security (as defined in
Section 8-102(a)(4) of the UCC) other than a Government Security.




“Chattel Paper Original” has the meaning specified in Section 2.05.




“Collateral Supplement” means a supplement to this Agreement in substantially the form
attached as Exhibit A-1 executed and delivered by a Grantor.




“Collateral” has the meaning specified in Section 2.01.




“Convention” means the Convention on International Interests in Mobile Equipment signed
in Cape Town, South Africa on November 16, 2001.




“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other
liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors,
moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor
relief Laws of the United States or other applicable jurisdictions from time to time in
effect and affecting the rights of creditors generally.




“Debt-to-Collateral Value Ratio” means, as of any date of determination, the ratio of
(i) the aggregate outstanding principal amount of the Securities and any Permitted
Refinancing Debt as of such date of determination (which in the case of any legal
defeasance, shall not include the aggregate outstanding principal amount of the defeased
series of Securities for which cash has been deposited), divided by (ii) the sum of (x) the
aggregate Appraised Value of all Pool Aircraft included in the Designated Pool as of such
date of determination and reflected in the most recent Appraisals delivered pursuant to the
Indenture plus (y) the amount of any cash collateral then held by the Security Trustee
(which in the case of any legal defeasance, shall not include the amount of cash deposited
with respect to the defeased series of Securities).




“Designated Pool” means the pool of aircraft Owned by the Issuer, an Owner Trust or an
SPC and listed on Schedule I hereto, as amended, restated or supplemented from time to time
pursuant to Section 2.18.




“Effective Date” means the date the Notes are issued.




“Eligible Institution” means (a) Wells Fargo in its capacity as the Security Trustee
under this Agreement; (b) any bank not organized under the laws of the United States of
America so long as it has either (i) a long-term unsecured debt rating of A or better by
Standard & Poor’s and A2 or better by Moody’s or (ii) a short-term unsecured debt rating of
A-1+ by Standard & Poor’s and P-1 or better by Moody’s; or (c) any bank organized under the
laws of the United States of America or any state thereof, or the District of



- 7 -









 






Columbia (or any branch of a foreign bank licensed under any such laws), so long as it
(i) has either (A) a long-term unsecured debt rating of [AA (or the equivalent)] or better
by each of Standard & Poor’s and Moody’s or (B) a short-term unsecured debt rating of A-l+
by Standard & Poor’s and P-1 by Moody’s and (ii) can act as a securities intermediary under
the UCC.




“Eligible Lease” means a lease containing terms and conditions and otherwise in a form
consistent with Leasing Company Practice with respect to similar aircraft under lease,
taking into consideration, among other things, the identity of the relevant lessee
(including operating experience), the age and condition of the applicable Pool Aircraft and
the jurisdiction in which such Pool Aircraft will be operated or registered.




“Engine” means, individually, each of the aircraft engines described on Schedule I
hereto or in any Collateral Supplement or Grantor Supplement.




“Equity Interests” means shares of capital stock, issued share capital, partnership
interests, membership interests in a limited liability company, beneficial interests in a
trust or other equity ownership interests in a Person.




“Event of Default” means any Event of Default (as defined in the Indenture).




“Event of Loss” means with respect to any Pool Aircraft (a) if the same is subject to a
Lease, a “Total Loss,” “Casualty Occurrence” or “Event of Loss” or the like (however so
defined in the applicable Lease) and receipt by the Issuer or the applicable Grantor of
payment from the Lessee in the amount required under the Lease; or (b) if the same is not
subject to a Lease, (i) its actual, constructive, compromised, arranged or agreed total
loss, (ii) its destruction, damage beyond repair or being rendered permanently unfit for
normal use for any reason whatsoever, (iii) requisition for title, confiscation, forfeiture
or any compulsory acquisition or seizure or requisition for hire (other than a confiscation,
compulsory acquisition or seizure or requisition for hire for a consecutive period not
exceeding 180 days) by or under the order of any government (whether civil, military or de
facto) or public or local authority in each case other than by the United States or (iv) its
hijacking, theft or disappearance, resulting in loss of possession by the owner or operator
thereof for a period of 180 consecutive days or longer. An Event of Loss with respect to
any Pool Aircraft shall be deemed to occur on the date on which such Event of Loss is deemed
pursuant to the relevant Lease to have occurred and payment from the Lessee in the amount
required under the Lease has been received by the Issuer or the applicable Grantor or, if
the relevant Aircraft is not subject to a Lease, (A) in the case of an actual total loss or
destruction, damage beyond repair or being rendered permanently unfit, the date on which
such loss, destruction, damage or rendering occurs (or, if the date of loss or destruction
is not known, the date on which the relevant Aircraft was last heard of); (B) in the case of
a constructive, compromised, arranged or agreed total loss, the earlier of (1) the date 30
days after the date on which notice claiming such total loss is issued to the insurers or
brokers and (2) the date on which such loss is agreed or compromised by the insurers; (C) in
the case of requisition of title, confiscation, restraint, detention, forfeiture, compulsory
acquisition or seizure, the date on which the same takes effect; (D) in the case of a
requisition for hire, the expiration of a period of 180 days from



- 8 -









 






the date on which such requisition commenced (or, if earlier, the date upon which insurers
make payment on the basis of such requisition); or (E) in the case of clause (iv) above, the
final day of the period of 180 consecutive days referred to therein.




“Excluded Property” shall mean (a) proceeds of public liability insurance (or
government or other Person (including the Manufacturer, the Lessee and any sublessee of the
Lessee) indemnities in lieu thereof) paid or payable as a result of insurance claims made,
or losses suffered, by any Grantor or their Affiliates, (b) proceeds of insurance maintained
by any Grantor or their Affiliates for its or their own account or benefit (whether directly
or through a Grantor) and not required by this Agreement and proceeds of insurance in excess
of the amounts required hereunder, (c) the proceeds of any requisition for hire not required
to be paid to the Security Trustee, (d) any general, Tax or other indemnity payments,
expenses, reimbursements and similar payments and interest in respect thereof paid or
payable in favor of any Grantor or their Affiliates or their respective successors or
assigns, officers, directors, employees, agents, managers and servants, including any such
payments pursuant to any Lease, (e) any security interest held by a Grantor or any of its
Affiliates in any assets of a Lessee or any sublessee thereof or of any of their Affiliates,
other than the Security Deposit under a Lease, or a letter of credit in lieu thereof, which
secure obligations owed by such Lessee, sublessee or Affiliate pursuant to a grant of
collateral not under the applicable Lease, (f) any interest that pursuant to a Lease may
from time to time accrue in respect of any of the amounts described in clauses (a) through
(d) above, (g) the proceeds from the enforcement of any right to enforce the payment of any
amount described in clauses (a) to (f) above, and (h) any right to exercise any election or
option or make any decision or determination, or to give or receive any notice, consent,
waiver or approval, or to take any other action in respect of, but in each case, only to the
extent relating to, any Excluded Property.




“Existing Security Agreement” has the meaning set forth in the Paydown Agreement.




“Express Perfection Requirements” means (a) with respect to each Pool Aircraft and the
related Assigned Leases, the Required Cape Town Registrations pursuant to Section 2.08(e) of
this Agreement, UCC Financing Statement filings, the execution and delivery to each Lessee
of a Lessee Notice and the exercise of commercially reasonable efforts to procure, as
promptly as practicable, a Lessee Acknowledgment; provided, however, that if a Lessee
Acknowledgment cannot be procured from a Lessee after the exercise of commercially
reasonable efforts, then, so long as ILFC certifies to the Security Trustee that the Lessee
received the Lessee Notice and that a lessee acknowledgement or consent is not required by
the Lessee under the Lease in order for the lessor or the owner of the Pool Aircraft to
grant the Lien in such Pool Aircraft or Lease contemplated hereby, such Lessee
Acknowledgment shall not be required; (b) with respect to each Pool Aircraft whose country
of registration is the United States and the related Assigned Leases, the applicable FAA
filings pursuant to Section 2.08(f) of this Agreement; and (c) with respect to each Pool
Aircraft registered in any country that has not Ratified the Cape Town Convention, the
Issuer has delivered a certificate of an officer of the Issuer to the Security Trustee and
the Trustee, in which the Issuer certifies and represents that all actions have been taken
(including the execution, delivery,



- 9 -









 






registration and/or filing of any Security Documents and, if so required, related documents
governed by the laws of the jurisdiction of registration of such Pool Aircraft, and all
other appropriate filings and/or recordings on the local aviation or other applicable
register or other actions in the jurisdiction of registration of the applicable Pool
Aircraft) that are necessary for the security interests under this Agreement in favor of the
Security Trustee (for the benefit of the Secured Parties) in the applicable Aircraft Assets
as security for the Secured Obligations, to be recognized under the laws of such
jurisdiction of registration, and enforceable in such jurisdiction against the applicable
Grantors and creditors of and purchasers from such Grantors, and all such actions have been
taken; provided, that, ILFC may elect not to comply with the requirements of this clause (c)
with respect to any Pool Aircraft the Appraised Value in respect of which, when added to the
Appraised Value of any other Pool Aircraft as to which ILFC has made this election, shall
not cause the aggregate amount of Appraised Values of all Pool Aircraft as to which ILFC has
made an election under this proviso to exceed 3% of the aggregate Appraised Value under the
Appraisals available on the Effective Date; provided, further, that, notwithstanding
anything to the contrary contained herein, with respect to each Pool Aircraft registered in
UAE, France, the United Kingdom or Mexico the Express Perfection Requirements shall be
deemed to have been satisfied if satisfied within thirty (30) days after the Effective Date;
provided further, that, notwithstanding anything to the contrary contained herein, with
respect to each Pool Aircraft registered in China, the Express Perfection Requirements shall
be deemed to have been satisfied if satisfied within ninety (90) days after the Effective
Date.




“FAA” means the Federal Aviation Administration of the United States of America.




“FAA Act” means 49 U.S.C. Subtitle VII, §§ 40101 et seq; as amended from time to time,
any regulations promulgated thereunder and any successor provisions.




“FAA Aircraft Mortgage and Lease Security Assignment” means an FAA Aircraft Mortgage
and Lease Security Assignment substantially in the form attached as Exhibit D.




“FAA Aircraft Mortgage” means an FAA Aircraft Mortgage substantially in the form
attached as Exhibit C.




“FAA Lease Security Assignment” means the Lease Security Assignment in substantially
the form attached as Exhibit E hereto.




“GAAP” means generally accepted accounting principles as in effect from time to time in the
United States, applied on a basis consistent (except for changes concurred in by the
Issuer’s independent public accountants) with the most recent audited consolidated financial
statements of the Issuer.




“Government Security” means any security issued or guaranteed by the United States of
America or an agency or instrumentality thereof that is maintained in book-entry on the
records of the FRBNY and is subject to Revised Book-Entry Rules.




“Governmental Authority” means the government of the United States, any other nation or
any state, locality or political subdivision of the United States or any other nation, and



- 10 -









 






any agency, authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or administrative powers or
functions of or pertaining to government.




“Grantor Request and Assumption Agreement” means the Grantor Request and Assumption
Agreement in substantially the form of Exhibit H.




“Grantor Supplement” means a supplement to this Agreement in substantially the form
attached as Exhibit A-2 executed and delivered by a Grantor.




“Grantors” has the meaning specified in the recital of parties to this Agreement.




“Guaranteed Obligations” means in respect of the guarantee by each Grantor set forth in
Article 8 of this Agreement, all Secured Obligations of each other Grantor, whether direct
or indirect, absolute or contingent, due or to become due, now existing or hereafter
arising.




“Guarantor Party” has the meaning specified in Section 8.01.




“ILFC” has the meaning specified in the recital of parties in this Agreement.




“Initial Intermediate Lessees” has the meaning specified in the recital of parties to
this Agreement.




“Instrument” means any “instrument” as defined in Section 9-102(a)(47) of the UCC.




“Insurances” means, in relation to each Pool Aircraft, any and all contracts or
policies of insurance and reinsurance complying with the provisions of Schedule V hereto or
an indemnity from a Governmental Authority as indemnitor, as appropriate, and required to be
effected and maintained in accordance with this Agreement.




“Intercreditor Agreement” means with respect to any indebtedness secured by Permitted
Junior Liens, an intercreditor agreement among the Security Trustee and each representative
of the indebtedness secured by such Permitted Junior Liens and, if applicable, the
representative for any Permitted Refinancing Debt, in each case, that becomes a party
thereto pursuant to the terms thereof, in substantially the form attached as Exhibit G to
this Agreement (in each case as amended, restated, amended and restated, supplemented or
otherwise modified from time to time).




“Intermediate Lease” means, in respect of any Pool Aircraft, the lease to be entered
into between the Issuer (as lessor) and an Intermediate Lessee (as lessee).




“Intermediate Lease Notice” has the meaning set forth in Section 2.18(d).




“Intermediate Lessee” means, in respect of any Lease of Pool Aircraft, a Person (other
than the Issuer) which, subject to the Local Requirements Exception, is wholly owned,
directly or indirectly, by the Issuer and which the Issuer may determine is an Intermediate



- 11 -









 






Lessee in accordance with the provisions of Section 2.18(d). Each of the Initial
Intermediate Lessees is an Intermediate Lessee.




“International Registry” has the meaning given to it in the Cape Town Convention.




“Ireland” means the Republic of Ireland.




“Issuer” has the meaning specified in the preliminary statements of this Agreement.




“Junior Lien” means a Lien granted by ILFC or any Subsidiary thereof, at any time, upon
any portion of the Collateral securing indebtedness that is secured on a junior basis to the
Securities; provided that:




	 	(a)	 	on or before the date on which such indebtedness is incurred by the borrower
thereunder, such indebtedness is designated by ILFC, in an officers’ certificate
delivered to the Trustee as “Junior Lien Debt” for the purposes of the Indenture and
the Security Documents, which officer’s certificate shall confirm that the requirements
in this definition of “Junior Liens” have been satisfied;

	 
	 	(b)	 	such indebtedness is governed by an indenture, credit agreement or other
agreement that includes an acknowledgment of the Intercreditor Agreement and does not
include any covenants of ILFC and the Guarantors that are more restrictive than the
covenants of ILFC and the Guarantors as set forth in the Indenture;

	 
	 	(c)	 	the representative for such indebtedness secured by Junior Liens has executed
and delivered to the Security Trustee an Intercreditor Agreement (or a supplement
thereto); and

	 
	 	(d)	 	all requirements set forth in the Intercreditor Agreement as to the
confirmation, grant or perfection of the Junior Lien to secure such indebtedness in
respect thereof are satisfied.







“Junior Lien Debt” means any indebtedness (including letters of credit and
reimbursement obligations with respect thereto) of the Issuer that is secured on a junior
basis to the Secured Obligations by any Junior Lien that was permitted to be incurred and so
secured hereunder.




“Junior Lien Obligations” means Junior Lien Debt and all other “Obligations” or
“Secured Obligations” in respect thereof (under and as defined in the indenture, credit
agreement, security agreement, promissory note or other document or instrument governing
such Series of Junior Lien Debt).




“Junior Lien Representative” means the trustee, agent or other representative of the
holder(s) of any Series of Junior Lien Debt and is appointed as a Junior Lien Representative
(for purposes related to the administration of the security documents) pursuant to the
indenture, credit agreement, security agreement, promissory note or other



- 12 -









 






document or instrument governing such Series of Junior Lien Debt, together with its
successors in such capacity.




“Laws” means, collectively, all international, foreign, federal, state and local
statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or
judicial precedents or authorities, including the interpretation or administration thereof
by any Governmental Authority charged with the enforcement, interpretation or administration
thereof, and all applicable administrative orders, directed duties, requests, licenses,
authorizations and permits of, and agreements with, any Governmental Authority, in each case
whether or not having the force of law.




“Lease Assignment Documents” means, in respect of any Assigned Lease, (a) any agreement
providing for the novation thereof to substitute, or the assignment thereof to, a Grantor as
the lessor, (b) any agreement or instrument supplemental to this Agreement for the purpose
of effecting and/or perfecting the assignment of, and the grant of a Lien upon, such
Assigned Lease in favor of the Security Trustee under any applicable law (other than the law
of the State of New York), (c) any notice provided to the applicable Lessee of the
assignment thereof pursuant to this Agreement and/or such supplement, (d) any acknowledgment
of such assignment by such Lessee and (e) any undertaking of quiet enjoyment given by the
Security Trustee in respect thereof.




“Lease Collateral” has the meaning specified in Section 2.01(b).




“Lease” means a lease agreement relating to any Pool Aircraft, which is listed on
Schedule VI hereto, as such schedule is supplemented (or, if not so supplemented, required
to be supplemented) pursuant to the terms hereof from time to time, including to reference a
successor or replacement lease agreement, between a Grantor (as lessor), and a lessee, in
each case together with all schedules, supplements and amendments thereto and each other
document, agreement and instrument related thereto.




“Leasing Company Practice” means, in relation to an Aircraft and any particular issue
or matter, the customary commercial practice of ILFC, having regard to the customary
commercial practice that ILFC applies under similar circumstances in respect of other
aircraft owned by it or its Affiliates and not subject to this Agreement, as such practice
may be required to be adjusted by the requirements of this Agreement, including the
requirements in respect of Collateral.




“Lessee Acknowledgment” has the meaning set forth in Section 2.16(c)(ii).




“Lessee Notice” has the meaning set forth in Section 2.16(c)(ii).




“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge,
hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the
interest of a vendor or a lessor under any conditional sale agreement, capital lease or
title retention agreement (or any financing lease having substantially the same economic
effect as any of the foregoing) relating to such asset and (c) in the case of securities,
any purchase option, call or similar right of a third party with respect to such securities.



- 13 -









 






“Local Requirements Exception” means an exception for Equity Interests or title to a
Pool Aircraft held by directors, trustees, nominees, conditional vendors or similar persons
under similar arrangements in order to meet local nationality or other local requirements
regarding registration or ownership of aircraft or to minimize the impact of any Taxes on
the Issuer or Lessee.




“Maintenance Rent” means, with respect to any Pool Aircraft, maintenance reserves,
maintenance rent or other supplemental rent payments based on usage in respect of such Pool
Aircraft (or its engines or other parts) payable by the Lessee under the Lease for such Pool
Aircraft for the purpose of paying, contributing to, reserving or calculating potential
liability in respect of payments for future maintenance and repair of such Pool Aircraft,
indemnity payments and any other payments other than scheduled rent payments.




“Non-Pool Aircraft” means, as of any date, any aircraft Owned by the Issuer or any of
its Subsidiaries that is not included in the Designated Pool as of such date.




“Other Aircraft Types” means Aircraft of each of the following types:
(a) Airbus A321-100, (b) Airbus A340, (c) Boeing 757, (d) Boeing 737-300,
(e) Boeing 737-400, (f) Boeing 737-500, (g) Boeing 747, (h) Boeing 767, (i) Boeing 777-300
(non-ER) and (j) Boeing MD-11.




“Own” means, with respect to any Aircraft, to hold legal and sole ownership of such
Aircraft directly or to hold 100% of the beneficial ownership of such Aircraft through a
trust, conditional sale or similar arrangement holding title to such Aircraft, or in the
case of an Owner Trust or SPC, hold legal title to such Aircraft. The terms “Ownership” and
“Owned by” have a correlative meaning.




“Owner Trust” means any trust holding title to any Pool Aircraft, 100% of the
beneficial ownership of which trust is held by the Issuer or another Grantor, and which has
delivered a Grantor Request and Assumption Agreement, a grantor supplement to this Agreement
and such documents as may be required to become a party to any other applicable Security
Document.




“Owner Trust Notice” has the meaning set forth in Section 2.18(f).




“Parts” means all appliances, parts, components, instruments, appurtenances,
accessories, furnishings, seats and other equipment of whatever nature (other than
(a) Engines or engines, and (b) any appliance, part, component, instrument, appurtenance,
accessory, furnishing, seat or other equipment that would qualify as a removable part and is
leased by a Lessee from a third party or is subject to a security interest granted to a
third party), that may from time to time be installed or incorporated in or attached or
appurtenant to any Airframe or any Engine or removed therefrom and, if the applicable Pool
Aircraft or Engine is subject to a Lease, is owned by a Grantor hereunder under the terms of
such Lease.




“Paydown Agreement” means the Master Prepayment, Release and Discharge Agreement dated as of
the date hereof among ILFC, AIG Funding, Inc., Wells Fargo



- 14 -









 






Bank Northwest, National Association, as the Existing Security Trustees thereunder, The
Federal Reserve Bank of New York and the other parties thereto.




“Permitted Liens” means:




	 	(a)	 	any Lien for Taxes if (i) such Taxes shall not be due and payable, or (ii) such
Taxes are being disputed in good faith or contested in good faith by appropriate
proceedings and reserves required by GAAP have been made therefor;

	 
	 	(b)	 	any Lien in respect of any Pool Aircraft for any fees or charges of any
airport, air navigation or similar authority arising by statute or operation of law if
(i) the payments for such fees or charges are not yet due or payable or (ii) such fees
or charges are being disputed in good faith or contested in good faith by appropriate
proceedings and reserves required by GAAP have been made therefor;

	 
	 	(c)	 	in respect of any Pool Aircraft, any repairer’s, carrier’s or hangar keeper’s,
warehousemen’s, mechanic’s or materialmen’s Lien or employee and other like Liens
arising in the ordinary course of business by operation of law or under customary terms
of repair or modification agreements or any engine or parts-pooling arrangements or
other similar Liens if the payment for such Liens (i) is not due and payable or (ii) is
not overdue for payment having regard to the relevant trade, in circumstances where no
enforcement action against the Aircraft has yet been taken by the relevant holder of
the Lien or (iii) is disputed in good faith or contested in good faith by appropriate
proceedings and reserves in accordance with GAAP have been made therefor;

	 
	 	(d)	 	any Lien assigned to or created in favor of the Security Trustee, for the
benefit of the Secured Parties (as defined in this Agreement) pursuant to this
Agreement or other Security Documents (including any Permitted Refinancing Debt) and
any Lien agreed to be released by the “Existing Security Trustees” under and as defined
in the Paydown Agreement;

	 
	 	(e)	 	any Lien affecting any Pool Aircraft (other than a Lien for Taxes) arising out
of judgments or awards against any of the Grantors with respect to which at the time
the period to file an appeal has not expired or an appeal is being presented in good
faith and with respect to which within sixty (60) days thereafter there shall have been
secured a stay of execution pending such appeal, and then only for the period of such
stay, and reserves required in accordance with GAAP have been made therefor;

	 
	 	(f)	 	any permitted lien or encumbrance, as defined under any lease of an Aircraft
(other than Liens or encumbrances created by a Grantor except as described in this
definition);

	 
	 	(g)	 	the respective rights of a Grantor and the lessee or any third party that owns
or leases equipment installed on an Aircraft under any lease relating to a Pool
Aircraft, including any assignment of the relevant warranties relating to a Pool
Aircraft (including restrictions on the Grantor’s right to grant a lien on or to





- 15 -









 






	 	 	 	transfer the applicable Lease or Pool Aircraft) (and the rights of any sublessee
under any permitted sublease relating to such lease) and the documents related
thereto;

	 
	 	(h)	 	the rights of insurers meeting the requirements of Section 2.17 of this
Agreement in respect of a Pool Aircraft, subject to insurance policies having been
entered into in the ordinary course of business and according to commercially
reasonable terms;

	 
	 	(i)	 	the interests of a voting or owner trustee, as applicable, or of an
Intermediate Lessee in connection with the relevant Intermediate Lessee;

	 
	 	(j)	 	any Lien bonded against by any Grantor, any Lessee, or other similar third
party security (which does not itself result in a Lien on a Pool Aircraft or any part
thereof);

	 
	 	(k)	 	pledges of non-Aircraft Assets or deposits required under a Lease to secure
payment obligations of the applicable Grantor under that Lease;

	 
	 	(l)	 	any Lease entered into prior to the Effective Date;

	 
	 	(m)	 	any Eligible Lease;

	 
	 	(n)	 	any Lien resulting directly from any Third Party Event, but only for so long as
the Issuer and the applicable Grantor are complying with the requirements of the
proviso to the last paragraph of Section 2.16(a) of this Agreement;

	 
	 	(o)	 	any head lease, lease, conditional sale agreement or purchase option granted by
a lessor or owner as to the purchase of the related Pool Aircraft under or in respect
of any Lease (including to an Affiliate of the Lessee) existing on the date of
acquisition of such Pool Aircraft by the Issuer or thereafter granted in accordance
with Leasing Company Practice; and

	 
	 	(p)	 	any Junior Lien securing Junior Lien Obligations.







“Permitted Refinancing Debt” means any indebtedness for borrowed money secured by a
Lien on the Collateral, so long as:




	 	(a)	 	the net proceeds of which are used to concurrently repay, redeem, refinance or
otherwise retire obligations under the Notes, Additional Securities or any Permitted
Refinancing Debt; and

	 
	 	(b)	 	(i) on or before the date on which such indebtedness is incurred by the Issuer,
such indebtedness is designated by the Issuer, in an officers’ certificate delivered to
the Trustee as “Permitted Refinancing Debt” for the purposes of the Indenture and the
Security Documents, which officer’s certificate shall confirm that the requirements in
this definition of “Permitted Refinancing Debt” have been satisfied; (ii) such
indebtedness ranks pari passu with the Securities; (iii) the





- 16 -









 






	 	 	 	representative for such indebtedness secured by Permitted Refinancing Debt has
executed and delivered to the Security Trustee a supplemental Indenture; and
(iv) all requirements set forth in the Indenture as to the confirmation, grant or
perfection of the Permitted Refinancing Debt to secure such indebtedness in respect
thereof are satisfied.







“Pledged Beneficial Interest” means all of the beneficial interest in Grantors that are
SPCs or Owner Trusts that hold title to or otherwise Own Pool Aircraft described in the
attached Schedule II or in any Collateral Supplement or Grantor Supplement.




“Pool Aircraft” means, as of any date, any aircraft Owned by the Issuer, another
Grantor, any SPC or any Owner Trust and included in the Designated Pool.




“Pool Specifications” is a collective reference to each of the following requirements
with respect to the Designated Pool at any applicable time (with all calculations of
Appraised Values being made based on the then most recent Appraisal that has been made in
respect of each individual Pool Aircraft):




	 	(a)	 	the aggregate Appraised Value of a single type of Widebody Aircraft at such
time shall not exceed 50% of the aggregate Appraised Value of all Pool Aircraft;

	 
	 	(b)	 	the aggregate Appraised Value of all Widebody Aircraft shall not exceed 65% of
the aggregate Appraised Value of all Pool Aircraft;

	 
	 	(c)	 	the aggregate Appraised Value of all Preferred Aircraft Types shall be at least
50% of the aggregate Appraised Value of all Pool Aircraft;

	 
	 	(d)	 	the aggregate Appraised Value of all Pool Aircraft that are of a single Other
Aircraft Type shall not exceed 20% of the aggregate Appraised Value of all Pool
Aircraft;

	 
	 	(e)	 	the aggregate Appraised Value of all Pool Aircraft leased to a single Lessee
shall not exceed 30% of the aggregate Appraised Value of all Pool Aircraft (excluding
any Pool Aircraft leased to a Lessee that results from the merger of two or more
Lessees, if the affected Lease of such Pool Aircraft was included in the Collateral
prior to such merger);

	 
	 	(f)	 	the aggregate Appraised Value of all Pool Aircraft leased to Lessees based or
domiciled in any single country shall not exceed 50% of the aggregate Appraised Value
of all Pool Aircraft; and

	 
	 	(g)	 	the Average Age of the Pool Aircraft does not exceed the age that is equal to
the sum of (x) the Average Age on the Effective Date, plus (y) the amount of time
elapsed since the Effective Date plus (z) 6 months.







“Post-Petition Interest” means any interest that accrues after the commencement of any
case, proceeding or other action relating to the bankruptcy, insolvency or reorganization of
any one or more of the Grantors (or would accrue but for the operation of applicable



- 17 -









 






Debtor Relief Laws), whether or not such interest is allowed or allowable as a claim in any
such proceeding.




“Preferred Aircraft Types” means Aircraft of each of the following types: (a) Airbus
A319, (b) Airbus A320, (c) Airbus A321-200, (d) Airbus A330, (e) Boeing 737-600, (f) Boeing
737-700, (g) Boeing 737-800, (h) Boeing 777-200ER, (i) Boeing 777-300ER and (j) Boeing 787.




“Protocol” means the Protocol to the Convention on Matters Specific to Aircraft
Equipment, as in effect in any applicable jurisdiction from time to time.




“Qualified Appraiser” means, with respect to Appraisals used to calculate the
Debt-to-Collateral Value Ratio as of the Effective Date, each of AVITAS, Inc., Ascend
Worldwide Ltd. and Aviation Specialist Group, and with respect to Appraisals thereafter,
such appraisal firms and any other nationally recognized appraisal firms selected and
retained by the Issuer.




“Ratify” means ratification by any applicable jurisdiction of the Cape Town Convention.
The term “Ratified” has a correlative meaning.




“Received Currency” has the meaning specified in Section 9.07.




“Records” means all Leases and all Aircraft Documents directly related to the Leases
and the Aircraft Assets related to the Pool Aircraft.




“Related Collateral Documents” means a letter of credit, third-party or bank guarantee
or cash collateral provided by or on behalf of a Lessee to secure such Lessee’s obligations
under a Lease, in each case to the extent assignable without the consent of a third party.




“Relevant FAA Aircraft Mortgages and Lease Security Assignments” means, collectively,
the FAA Aircraft Mortgage and Lease Security Assignments.




“Relevant FAA Aircraft Mortgages” means, collectively, the FAA Aircraft Mortgages.




“Relevant FAA Lease Security Assignments” means, collectively, the FAA Lease Security
Assignments.




“Replaced Aircraft” has the meaning set forth in Section 2.18(b).




“Replacement Aircraft” has the meaning set forth in Section 2.18(b).




“Required Cape Town Registrations” has the meaning set forth in Section 2.08(e).




“Requirement of Law” means, as to any Person, any Law applicable to or binding upon such
Person or any of its property or to which such Person or any of its property is subject,
including, without limitation, each applicable foreign aviation law applicable to such
Person or the aircraft owned or operated by it or as to which it has a contractual
responsibility.



- 18 -









 






“Revised Book-Entry Rules” means 31 C.F.R. § 357 (Treasury bills, notes and bonds); 12
C.F.R. § 615 (book-entry securities of the Farm Credit Administration); 12 C.F.R. §§ 910 and
912 (book-entry securities of the Federal Home Loan Banks); 24 C.F.R. § 81 (book-entry
securities of the Federal National Mortgage Association and the Federal Home Loan Mortgage
Corporation); 12 C.F.R. § 1511 (book-entry securities of the Resolution Funding
Corporation); 31 C.F.R. § 354 (book-entry securities of the Student Loan Marketing
Association); and any substantially comparable book-entry rules of any other Federal agency
or instrumentality.




“Secured Debt Representatives” means the Security Trustee and each Junior Lien
Representative.




“Secured Debt” means the Securities, the Permitted Refinancing Debt and the Junior Lien
Debt.




“Secured Obligations” means all principal of the Securities Outstanding from time to
time under the Indenture, all accrued unpaid interest (including Post-Petition Interest) on
the Securities, all other amounts now or hereafter payable by any Grantor under the
Indenture, this Agreement or any Security Document and any fees or other amounts (including
any Permitted Refinancing Debt) now or hereafter payable by any Grantor to the Trustee or
the Security Trustee for acting in its capacity as such pursuant to a separate agreement
among such parties, in each case, whether direct or indirect, absolute or contingent, due or
to become due, now existing or hereafter arising.




“Secured Party” means any of or, in the plural form, the Security Trustee, on behalf of
itself, the Trustee, the Holders of the Securities from time to time Outstanding, and the
holders of Permitted Refinancing Debt outstanding from time to time.




“Securities Account” means a securities account as defined in Section 8-501(a) of the
UCC maintained in the name of the Security Trustee as “entitlement holder” (as defined in
Section 8-102(a)(7) of the UCC) on the books and records of a Securities Intermediary whose
“securities intermediary’s jurisdiction” (within the meaning of Section 8-110(e) of the UCC)
is the State of New York.




“Securities Intermediary” means any “securities intermediary” with respect to the
Security Trustee as defined in 31 C.F.R. Section 357.2 or Section 8-102(a)(14) of the UCC.




“Security Deposit” means any security deposits and any payments made to reinstate security
deposits payable by any Lessee under a Lease.




“Security Documents” means this Agreement and each other agreement, supplement,
instrument or document executed and delivered pursuant to Section 2.18 or 2.19 to secure any
of the Secured Obligations.




“Security Trustee” has the meaning specified in the recital of parties to this
Agreement.



- 19 -









 






“Series of Junior Lien Debt” means, severally, each issue or series of Junior Lien Debt
under any indenture or credit facility that constitutes Junior Lien Obligations.




“SPC” means any special purpose Person, organized under the laws of Ireland or a state, or
territory or possession of the United States, Australia, France, Bermuda, Cayman Islands,
Aruba, the United Kingdom, Malaysia (Labuan), Norway or other jurisdictions in which Issuer,
in accordance with Leasing Company Practice, organizes subsidiaries for the ownership or
leasing of aircraft, holding title to any Pool Aircraft (but not other aircraft), 100% of
the beneficial and equitable ownership of which is held by the Issuer or another Grantor,
and which has delivered a Grantor Request and Assumption Agreement, a grantor supplement to
this Agreement and such documents as may be required to become a party to any other
applicable Security Document.




“SPC Notice” has the meaning set forth in Section 2.18(f).




“Third Party Event” means any act or omission of a Lessee or sub-lessee, or of any
Person claiming by or through a Lessee or a sub-lessee, or of any Person which has
possession of the Pool Aircraft or any Engine for the purpose of repairs, maintenance,
modification or storage, or by virtue of any theft, requisition, seizure, or confiscation of
the Pool Aircraft, or otherwise (other than seizure or confiscation arising from a breach by
the Grantors themselves of Section 2.24).




“UCC Financing Statement” means any financing statement to be filed in any appropriate
filing office in any UCC Jurisdiction and that (i) indicates the applicable Collateral by
any description which reasonably approximates the description contained in this Agreement
and in this Agreement as all applicable assets of the applicable Grantor or words of similar
effect, regardless of whether any particular asset comprised in such Collateral falls within
the scope of Article 9 of the UCC or other similar provisions of the UCC Jurisdiction, and
(ii) contains any other information required by part 5 of Article 9 of the UCC, or by any
other applicable provision under the laws of the UCC Jurisdiction, for the sufficiency or
filing office acceptance of any financing statement or amendment; provided, however, that in
addition to any financing statement to be filed in any appropriate filing office in any UCC
Jurisdiction, UCC Financing Statements shall include at all times financing statements to be
filed in the State of California and the District of Columbia, as applicable.




“UCC Jurisdiction” means any Uniform Commercial Code jurisdiction in which the filing
of a UCC Financing Statement is effective to perfect a security interest in the Collateral
under this Agreement, or any other Security Document.




“UCC” means the Uniform Commercial Code as in effect on the date of determination in
the State of New York; provided that if by reason of mandatory provisions of law, the
perfection or the effect of perfection or non-perfection of the security interest in any
Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other
than New York, “UCC” means the Uniform Commercial Code as in effect in such other
jurisdiction for purposes of the provisions of this Agreement relating to such perfection or
effect of perfection or non-perfection.



- 20 -









 






“Uncertificated Security” means an uncertificated security (as defined in
Section 8-102(a)(18) of the UCC) other than a Government Security.




“United States” means the United States of America.




“Wells Fargo” has the meaning specified in the recital of parties to this Agreement.




“Widebody Aircraft” shall mean Aircraft of each of the following types: (a) Airbus
A340, (b) Boeing 767, (c) Boeing 747, (d) Boeing MD-11, (e) Airbus A330, (f) Boeing 777,
(g) Boeing 787 and (h) Airbus A310.



                    (a)        Terms Defined in the Cape Town Convention. The following terms shall have the respective
meanings ascribed thereto in the Cape Town Convention: “Administrator”, “Contracting State”,
“Contract of Sale”, “International Interest”, “Professional User Entity”, “Prospective
International Interest”, “situated in” and “Transacting User Entity”.



                    (b)        Terms Defined in the Indenture. For all purposes of this Agreement, all capitalized terms
used but not defined in this Agreement shall have the respective meanings assigned to such terms in
the Indenture.



          Section 1.02.    Construction and Usage. Unless the context otherwise requires:




                    (a)        A term has the meaning assigned to it and an accounting term not otherwise defined has the
meaning assigned to it in accordance with GAAP.



                    (b)        The terms “herein”, “hereof” and other words of similar import refer to this Agreement as
a whole and not to any particular Article, Section or other subdivision.



                    (c)        Unless otherwise indicated in context, all references to Articles, Sections, Schedules or
Exhibits refer to an Article or Section of, or a Schedule or Exhibit to, this Agreement.



                    (d)        Words of the masculine, feminine or neuter gender shall mean and include the correlative
words of other genders, and words in the singular shall include the plural, and vice versa.



                    (e)        The terms “include”, “including” and similar terms shall be construed as if followed by
the phrase “without limitation”.



                    (f)        References in this Agreement to an agreement or other document (including this Agreement)
include references to such agreement or document as amended, replaced or otherwise modified
(without, however, limiting the effect of the provisions of this Agreement with regard to any such
amendment, replacement or modification), and the provisions of this Agreement apply to successive
events and transactions. References to any Person shall include such Person’s successors in
interest and permitted assigns.



                    (g)        References in this Agreement to any statute or other legislative provision shall include
any statutory or legislative modification or re-enactment thereof, or any substitution



- 21 -









 





therefor,
and references to any governmental Person shall include reference to any governmental Person
succeeding to the relevant functions of such Person.



                    (h)        References in this Agreement to the Securities include the conditions applicable to the
Securities and any reference to any amount of money due or payable by reference to the Securities
shall include any sum covenanted to be paid by any Grantor under this Agreement or the Indenture in
respect thereof.



                    (i)        References in this Agreement to any action, remedy or method of judicial proceeding for
the enforcement of the rights of creditors or of security shall be deemed to include, in respect of
any jurisdiction other than the State of New York, references to such action, remedy or method of
judicial proceeding for the enforcement of the rights of creditors or of security available or
appropriate in such jurisdiction as shall most nearly approximate such action, remedy or method of
judicial proceeding described or referred to in this Agreement.



                    (j)        Where any payment is to be made, funds applied or any calculation is to be made hereunder
on a day which is not a Business Day, unless the Indenture or any other Security Document otherwise
provides, such payment shall be made, funds applied and calculation made on the next succeeding
Business Day, and payments shall be adjusted accordingly; provided, however, that no additional
interest shall be due in respect of such delay.



                    (k)        Terms used herein and not otherwise defined have the meaning set forth in the Indenture.



ARTICLE II




SECURITY



          Section 2.01.    Grant of Security.




          To secure the Secured Obligations, as of the Effective Date, each Grantor hereby assigns and
pledges to the Security Trustee, for its benefit and the benefit of the other Secured Parties, and
hereby grants to the Security Trustee for its benefit and the benefit of the other Secured Parties
a security interest in, all of such Grantor’s right, title and interest in and to the following,
whether now owned or hereafter acquired (collectively, the “Collateral”):




                    (a)        with respect to each Grantor, all of such Grantor’s right, title and interest in and to
(i) each Pool Aircraft, including the Airframe and Engines as the same is now and will hereafter be
constituted, and in the case of such Engines, whether or not any such Engine shall be installed in
or attached to the Airframe or any other airframe, together with (ii) all Parts of whatever nature,
which are from time to time included within the definitions of “Airframe” or “Engines”, including
all substitutions, renewals and replacements of and additions, improvements, accessions and
accumulations to the Airframe and Engines (other than additions,
improvements, accessions and accumulations which constitute appliances, parts, instruments,
appurtenances, accessories, furnishings or other equipment excluded from the definition of Parts),
(iii) all Aircraft Documents and (iv) any money or non-money proceeds of an Airframe or Engine of a
Pool Aircraft arising from the total or partial loss or destruction of such Airframe or



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its Engine
or its total or partial confiscation, condemnation or requisition up to the amount of hull
insurance in respect of such Pool Aircraft required to be carried hereunder;



                    (b)        with respect to each Grantor, all of such Grantor’s right, title and interest in and to
all Leases to which such Grantor is or may from time to time be party with respect to the Pool
Aircraft and any leasing arrangements among Grantors with respect to such Leases together with all
Related Collateral Documents (all such Leases and Related Collateral Documents, the “Assigned
Leases”), including (i) all rights of such Grantor to receive moneys due and to become due under or
pursuant to such Assigned Leases, (ii) all rights of such Grantor to receive proceeds of any
insurance, indemnity, warranty or guaranty with respect to such Assigned Leases up to the amount of
hull insurance in respect of the Aircraft required to be carried hereunder, (iii) claims of such
Grantor for damages arising out of or for breach or default under such Assigned Leases, (iv) all
rights under any such Assigned Lease with respect to any subleases of the Pool Aircraft subject to
such Assigned Lease and (v) the right of such Grantor to terminate such Assigned Leases and to
compel performance of, and otherwise to exercise all remedies under, any Assigned Lease, whether
arising under such Assigned Leases or by statute or at law or in equity (the “Lease Collateral”);



                    (c)        with respect to each Grantor, all of the following (the “Beneficial Interest Collateral”):



                                 (i)        the Pledged Beneficial Interests, all certificates, if any, from time to time representing
all of such Grantor’s right, title and interest in the Pledged Beneficial Interests, any contracts
and instruments pursuant to which any such Pledged Beneficial Interests are created or issued and
all distributions, cash, instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of the Pledged Beneficial
Interest; and



                                 (ii)        all of such Grantor’s right, title and interest in all additional beneficial interests in
any Owner Trust from time to time acquired by such Grantor in any manner, including the beneficial
interests in any Owner Trust that may be formed from time to time, the trust agreements and any
other contracts and instruments pursuant to which any such Owner Trusts are created or issued, and
all certificates, if any, from time to time representing such additional beneficial interests and
all distributions, cash, instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all such additional beneficial
interests;



                    (d)        with respect to each Grantor, all of the following (the “Assigned Agreement Collateral”):



                                 (i)        all of such Grantor’s right, title and interest in and to all security assignments, cash
deposit agreements and other security agreements executed in its favor in respect of any Pool
Aircraft (including any Airframe and any Engine) pursuant to any Assigned
Lease, in each case as such agreements may be amended or otherwise modified from time to time
(collectively, the “Assigned Agreements”); and



- 23 -









 





                                 (ii)        all of such Grantor’s right, title and interest in and to all property of whatever
nature, in each case pledged, assigned or transferred to it or mortgaged or charged in its favor
pursuant to any Assigned Agreement;



                    (e)        with respect to each Grantor, all of such Grantor’s right, title and interest in and to
the Acquisition Agreements (the “Aircraft Purchase Collateral”);



                    (f)        with respect to each Grantor, all of such Grantor’s right, title and interest in and to
the personal property identified in a Grantor Supplement or a Collateral Supplement executed and
delivered by such Grantor to the Security Trustee;



                    (g)        with respect to each Grantor, all right of such Grantor in and to the Cash Collateral
Account and all funds, cash, investment property, investments, securities, instruments or other
property (including all “financial assets” within the meaning of Section 8-102(a)(9) of the UCC) at
any time or from time to time credited to any such account (collectively, the “Account
Collateral”); and



                    (h)        all proceeds of any and all of the foregoing Collateral (including proceeds that
constitute property of the types described in subsections (a), (b), (c), (d), (e) (f) and (g) of
this Section 2.01);


provided that the Collateral shall not include any Excluded Property.




          Section 2.02.    Security for Obligations. This Agreement secures the payment and performance of
all Secured Obligations of the Grantors to each Secured Party (subject to the subordination
provisions of this Agreement) and shall be held by the Security Trustee in trust for the Secured
Parties. Without limiting the generality of the foregoing, this Agreement secures the payment of
all amounts that constitute part of the Secured Obligations and would be owed by any Grantor to any
Secured Party but for the fact that Secured Obligations are unenforceable or not allowable due to
the existence of a bankruptcy, reorganization or similar proceeding involving such Grantor.




          Section 2.03.    Representations and Warranties of the Grantors. Each Grantor represents and
warrants as of the date of this Agreement, and as of each date on which such Grantor subjects a new
Pool Aircraft to this Agreement solely with respect to such Pool Aircraft and such Grantor, as
follows:




                    (a)        Each Pool Aircraft and other item of Aircraft Collateral is either Owned by the Issuer or
another Grantor or legally owned by a Grantor that is an Owner Trust or SPC and beneficially owned
by the Issuer or any other Grantor, in each case except to the extent of the Local Requirements
Exception. The Grantors are the legal and beneficial owners of the other Collateral. None of the
Collateral has been pledged, assigned or otherwise encumbered other than pursuant to the terms of
this Agreement except for Permitted Liens, and no Collateral is
described in (i) any UCC financing statements filed against any Grantor other than UCC
financing statements which have been or are agreed to be terminated or assigned or agreed to be
assigned to the Security Trustee and the UCC financing statements filed in connection with
Permitted Liens or (ii) any other mortgage registries, including the International Registry (which
for the avoidance of doubt, shall not include any Contract of Sale in favor of any Grantor), or



- 24 -









 





filing records that may be applicable to the Collateral in any other relevant jurisdiction, other
than such pledges, assignments or other encumbrances or such filings or registrations that have
been assigned or agreed to be assigned to the Security Trustee or terminated or are agreed to be
terminated or that have been made in connection with Permitted Liens, this Agreement or any other
Security Document in favor of the Security Trustee for the benefit of the Secured Parties, or, with
respect to the Leases, in favor of the Grantors or the Lessee thereunder.



                    (b)        This Agreement creates a valid and (upon the taking of the actions required hereby)
perfected security interest in favor of the Security Trustee in the Collateral as security for the
Secured Obligations, subject in priority to no other Liens (other than Permitted Liens), and all
filings and other actions necessary to perfect and protect such security interest as a first
priority security interest of the Security Trustee have been (or to the extent permitted hereby, or
in the case of future Collateral, will be) duly taken and are enforceable against the applicable
Grantors and creditors of and purchasers from such Grantors, except in each case that only the
Express Perfection Requirements shall be required to be satisfied.



                    (c)        No Grantor has any trade names except as set forth on Schedule III hereto.



                    (d)        No consent of any other Person and no authorization, approval or other action by, and no
notice to or filing with, any Governmental Authority or other third party (including, for the
avoidance of doubt, the International Registry) is required under the laws of the United States or
Ireland (or, to the extent of the Express Perfection Requirements, with respect to any Pool
Aircraft that is not registered in a jurisdiction that has Ratified the Cape Town Convention, and
any related Assigned Lease, under relevant local law) either (i) for the grant by such Grantor of
the assignment and security interest granted hereby, (ii) for the execution, delivery or
performance of this Agreement by such Grantor or (iii) for the perfection or maintenance of the
pledge, assignment and security interest created hereby, except for (A) with respect to each Pool
Aircraft whose country of registration is the United States of America, the filing with the FAA, in
due form, for recordation where applicable, pursuant to Section 40102 and Section 44101 through
Section 44112 of Title 49, United States Code, “Transportation,” of any and all title, registration
and financing documentation necessary to accomplish the purposes of this Agreement, including each
of the Relevant FAA Aircraft Mortgages, each of the Relevant FAA Aircraft Mortgages and Lease
Assignments and/or each of the Relevant FAA Lease Security Assignments, as applicable, with respect
to such Pool Aircraft and/or the related Assigned Lease, (B) the Required Cape Town Registrations,
(C) the filing of financing and continuation statements under the UCC, (D) the applicable Irish
filings pursuant to Section 2.08(f) and (E) to the extent of the Express Perfection Requirements,
such other filings as are required under relevant local law in the case of each Pool Aircraft that
is not registered in a jurisdiction that has Ratified the Cape Town Convention and, in each case,
the related Assigned Leases.



                    (e)        The chief place of business, organizational identification number (if applicable) and
chief executive or registered office of such Grantor and the office where such Grantor keeps
records of the Collateral are located at the address specified opposite the name of such Grantor on
the attached Schedule IV. If such Grantor is the lessor under a Cape Town Lease, it has the right
to assign the International Interest provided for in such Cape Town Lease and all associated rights
in respect of such Cape Town Lease that form part of the Collateral.



- 25 -









 





                    (f)        The Pledged Beneficial Interests constitute the percentage of the beneficial interest of
the issuer thereof indicated on Schedule II hereto.



                    (g)        The Pledged Beneficial Interests have been duly authorized and validly issued and are
fully paid up and non-assessable.



                    (h)        Any Pledged Beneficial Interests either (i) constitute “certificated securities” within
the meaning of Section 8-102(a)(4) of the UCC, have been delivered to the Security Trustee and are
either (1) are in bearer form, (2) have been indorsed, by an effective indorsement, to the Security
Trustee or in blank or (3) have been registered in the name of the Security Trustee or (ii) a fully
executed “control agreement” has been delivered to the Security Trustee with respect to such
Pledged Beneficial Interests or (iii) fully effective UCC Financing Statements or similar filings
have been made with respect thereto. None of the Pledged Beneficial Interests that constitute or
evidence the Collateral have any marks or notations indicating that they have been pledged,
assigned or otherwise conveyed to any person other than the Security Trustee.



                    (i)        A true and complete copy of each Assigned Agreement in effect on the date hereof has been
delivered to the Security Trustee. Each Assigned Document upon its inclusion in the Collateral
will have been duly authorized, executed and delivered by the relevant Grantors, will be in full
force and effect and will be binding upon and enforceable against all parties thereto in accordance
with their terms.



          Section 2.04.    Grantors Remain Liable. Anything contained herein to the contrary
notwithstanding, (a) each Grantor shall remain liable under the contracts and agreements included
in the Collateral to the extent set forth therein to perform all of its duties and obligations
thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by the
Security Trustee of any of its rights hereunder shall not release any Grantor from any of its
duties or obligations under the contracts and agreements included in the Collateral and (c) in each
case, unless the Security Trustee or any other Secured Party, expressly in writing or by operation
of law, assumes or succeeds to the interests of any Grantor hereunder, no Secured Party shall have
any obligation or liability under the contracts and agreements included in the Collateral by reason
of this Agreement, nor shall any Secured Party be obligated to perform any of the obligations or
duties of any Grantor under the contracts and agreements included in the Collateral or to take any
action to collect or enforce any claim for payment assigned under this Agreement.




          Section 2.05.    Delivery of Collateral. Subject to the last sentence of this
Section 2.05, all certificates or instruments representing or evidencing any Collateral, if
deliverable, shall be delivered to and held by or on behalf of the Security Trustee and shall be in
suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of
transfer or assignment in blank, all in form and substance satisfactory to evidence the security
interests granted thereby. The Security Trustee shall have the right, so long as any series of
Securities has been accelerated and such acceleration has not been rescinded as provided in the
Indenture, to transfer to or to register in the name of the Security Trustee or any of its nominees
any or all of the Pledged Beneficial Interests, subject only to the revocable rights specified in
Section 2.10(a). In addition, the Security Trustee shall have the right at any time, so long as
any series of




- 26 -









 







Securities has been accelerated and such acceleration has not been rescinded as
provided in the Indenture, to exchange certificates or instruments representing or evidencing any
Collateral for certificates or instruments of smaller or larger denominations. To the extent that
any Assigned Lease constitutes “tangible chattel paper” (as defined in Section 9-102(a)(78) of the
UCC), the Grantors shall, if it has an original of such Assigned Lease in its possession, cause the
original of such Assigned Lease (the “Chattel Paper Original”) to be delivered to the Security
Trustee promptly (and in any case no later than 30 days) after the execution and delivery of such
Assigned Lease by all its parties. Notwithstanding anything else to the contrary in the Indenture
or this Agreement, no Grantor shall be required to deliver to the Security Trustee any letter of
credit or promissory note issued pursuant to an Assigned Lease.



          Prior to subjecting any cash or other Account Collateral to the Lien hereof, ILFC and the
Security Trustee shall enter into the Account Control Agreement




          Section 2.06.    As to the Assigned Documents. (a)    Upon the inclusion of any Assigned Document
(other than an Assigned Lease or Acquisition Agreements) in the Collateral, the relevant Grantor
will deliver to the Security Trustee a consent, in substantially the form of Exhibit B and executed
by each party to such Assigned Document (other than any other Grantor) or (where the terms of such
Assigned Document expressly provide for a consent to its assignment for security purposes to
substantially the same effect as Exhibit B) will give due notice to each such other party to such
Assigned Document of its assignment pursuant to this Agreement. Upon the inclusion of any Assigned
Lease in the Collateral, subject to the provisions of the Express Perfection Requirements, promptly
after its receipt thereof from the relevant Lessee party thereto, the relevant Grantor will deliver
to the Security Trustee such consents, acknowledgments and/or notices as are necessary under the
terms of such Assigned Lease in order to effect and perfect the assignment of, and grant of a lien
upon, such Assigned Lease pursuant to this Agreement (including, with respect to each Assigned
Lease which constitutes an International Interest (i) where the applicable Lessee is situated for
purposes of the Cape Town Convention in a jurisdiction that is a Contracting State or (ii) the
related Aircraft Object is registered in a Contracting State, registration of such International
Interest and the assignment thereof at the International Registry) and/or to notify the Lessee to
make payment of all amounts under such Assigned Lease to such account as the Security Trustee shall
notify the Lessee after Security Trustee notifies such Lessee of the occurrence and continuance of
an Event of Default in accordance with the terms of this Agreement. Upon the written request of
any Grantor, the Security Trustee (solely in its capacity as such) will execute such undertakings
of quiet enjoyment and other agreements of the secured party in favor of the Lessee under any
Assigned Lease as are provided for in the Lease Assignment Documents or as are substantially to
the same effect as the undertakings of quiet enjoyment and other agreements of the Grantor
provided for in such Assigned Lease or of the Security Trustee hereunder.




                    (b)        Upon (i) the inclusion of any Assigned Document in the Collateral or (ii) the material
amendment or the replacement of any Assigned Document or the entering into of any new Assigned
Document, the relevant Grantor will deliver a copy thereof to the Security Trustee and will take
such other action as may be necessary to perfect the Lien of this Agreement as to such Assigned
Document such that the security interest therein granted to the Security Trustee is senior to that
of any other creditor of the Issuer (except a Lease) or as otherwise



- 27 -









 





reasonably requested by the
Security Trustee (provided that only the Express Perfection Requirements shall be required to be
satisfied).



                    (c)        Each Grantor shall, at its expense:



                                 (i)        use reasonable commercial efforts, in accordance with Leasing Company Practice to
(A) perform and observe all the terms and provisions of the Assigned Documents to be performed or
observed by it, (B) enforce the Assigned Documents in accordance with their terms and (C) after
receipt of notice to such effect (to the extent permitted by law), so long as any series of
Securities has been accelerated and such acceleration has not been rescinded as provided in the
Indenture, take all such action to such end as may be from time to time reasonably requested by the
Security Trustee; and



                                 (ii)        furnish to the Security Trustee promptly upon receipt copies of each material amendment,
supplement or waiver to a Lease received by such Grantor under or pursuant to the Assigned
Documents, and from time to time, subject to the provisions of the applicable Assigned Document
relating to the Lessee’s obligation to furnish such information and subject to any confidentiality
provisions therein, and, so long as any series of Securities has been accelerated and such
acceleration has not been rescinded as provided in the Indenture, (A) furnish to the Security
Trustee such information and reports regarding the Collateral as the Security Trustee may
reasonably request and (B) upon reasonable request of the Security Trustee make to each other party
to any Assigned Document such demands and requests for information and reports or for action as
such Grantor is entitled to make thereunder.



                    (d)        So long as no series of Securities has been accelerated, and during the existence of such
an acceleration if the Security Trustee has not, to the extent permitted by law, notified such
Grantor that it may no longer take or not take such action, and notwithstanding any provision to
the contrary in this Agreement, each Grantor shall be entitled, to the exclusion of the Security
Trustee but subject always to the terms of this Agreement (x) to exercise and receive, directly or
indirectly through one or more agents, any of the claims, rights, powers, privileges, remedies and
other benefits under, pursuant to, with respect to or arising out of the Assigned Documents and (y)
to take any action or to not take any action, directly or indirectly through one or more agents,
related to the Assigned Documents and the lessees or counterparties thereunder, including entering
into, amending, supplementing, terminating, performing, enforcing, compelling performance of,
exercising all remedies (whether arising under any Assigned Document or by statute or at law or in
equity or otherwise) under, exercising rights, elections or options or taking any other action
under or in respect of, granting or withholding notices, waivers, approvals and consents in respect
of, receiving all payments under, dealing with any
credit support or collateral security in respect of, or taking any other action in respect of,
the Assigned Documents and contacting or otherwise having any dealings with any lessee or
counterparty thereunder; provided, however, (i) so long as any Assigned Lease remains in effect, no
Grantor will abrogate any right, power or privilege granted expressly in favor of the Security
Trustee or any other Secured Party under any Lease Assignment Document and (ii) during the
continuance of such an acceleration and such acceleration has not been rescinded as provided in the
Indenture, all such rights of each Grantor shall cease if the Security Trustee shall, to the extent
permitted by law, notify such Grantor of such cessation, and upon such notice



- 28 -









 




(to the extent
permitted by law) all such rights shall become vested in the Security Trustee, which shall
thereupon have the sole right to exercise or refrain from exercising such rights.




          Section 2.07.    As to Beneficial Interest Collateral. (a)    All Beneficial Interest Collateral
shall be delivered to the Security Trustee as follows:




                                 (i)        in the case of each Certificated Security or Instrument, by (A) causing the delivery of
such Certificated Security or Instrument to the Security Trustee, registered in the name of the
Security Trustee or duly endorsed by an appropriate person to the Security Trustee or in blank and,
in each case, held by the Security Trustee, or (B) if such Certificated Security or Instrument is
registered in the name of any Securities Intermediary on the books of the issuer thereof or on the
books of any Securities Intermediary, by causing such Securities Intermediary to continuously
credit by book entry such Certificated Security or Instrument to a Securities Account maintained by
such Securities Intermediary in the name of the Security Trustee and confirming in writing to the
Security Trustee that it has been so credited;



                                 (ii)        in the case of each Uncertificated Security, by (A) causing such Uncertificated Security
to be continuously registered on the books of the issuer thereof in the name of the Security
Trustee or (B) if such Uncertificated Security is registered in the name of a Securities
Intermediary on the books of the issuer thereof or on the books of any securities intermediary of a
Securities Intermediary, by causing such Securities Intermediary to continuously credit by book
entry such Uncertificated Security to a Securities Account maintained by such Securities
Intermediary in the name of the Security Trustee and confirming in writing to the Security Trustee
that it has been so credited; and



                                 (iii)        in the case of each Government Security registered in the name of any Securities
Intermediary on the books of any securities intermediary of such Securities Intermediary, by
causing such Securities Intermediary to continuously credit by book entry such security to the
Securities Account maintained by such Securities Intermediary in the name of the Security Trustee
and confirming in writing to the Security Trustee that it has been so credited.



                    (b)        Each Grantor and the Security Trustee hereby represents, with respect to the Beneficial
Interest Collateral, that it has not entered into, and hereby agrees that it will not enter into,
any agreement (i) with any of the other parties hereto or any Securities Intermediary specifying
any jurisdiction other than the State of New York as the “securities intermediary’s jurisdiction”
within the meaning of Section 8-110(e) of the UCC in connection with any Securities Account with
any Securities Intermediary referred to in Section 2.07(a) for purposes of 31 C.F.R.
Section 357.11(b), Section 8-110(e) of the UCC or any similar state or Federal law,
or (ii) with any other person relating to such account pursuant to which it has agreed that
any Securities Intermediary may comply with entitlement orders made by such person. The Security
Trustee represents that it will, by express agreement with each Securities Intermediary, provide
for each item of property constituting Beneficial Interest Collateral held in and credited to the
Securities Account, including cash, to be treated as a “financial asset” within the meaning of
Section 8-102(a)(9)(iii) of the UCC for the purposes of Article 8 of the UCC.



     (c)        Without limiting the foregoing, each Grantor and the Security Trustee agree, and the
Security Trustee shall cause each Securities Intermediary, to take such different or



- 29 -









 




additional
action as may be required in order to maintain the perfection and priority of the security interest
of the Security Trustee in the Beneficial Interest Collateral in the event of any change in
applicable law or regulation, including Articles 8 and 9 of the UCC and regulations of the U.S.
Department of the Treasury governing transfers of interests in Government Securities.




          Section 2.08.    Further Assurances. (a)    Each Grantor shall: (i) mark conspicuously its
applicable records pertaining to the Collateral with a legend, indicating that such Collateral is
subject to the security interest granted hereby; (ii) if any Collateral shall be evidenced by an
instrument or “tangible chattel paper” (as defined in Section 9-102(a)(78) of the UCC) (other than
a letter of credit or promissory note, unless, any series of Securities has been accelerated and
such acceleration has not been rescinded as provided in the Indenture), deliver and pledge to the
Security Trustee hereunder such note or instrument or tangible chattel paper duly indorsed and
accompanied by duly executed instruments of transfer or assignment in blank; (iii) execute and file
such financing or continuation statements, or amendments thereto, and such other instruments or
notices, that may be necessary, as the Security Trustee may reasonably request, in order to perfect
and preserve the pledge, assignment and security interest granted or purported to be granted hereby
and (iv) execute, file, record, or register such additional documents and supplements to this
Agreement, including any further assignments, security agreements, pledges, grants and transfers,
as may be required under the laws of any foreign jurisdiction as the Security Trustee may
reasonably request, to create, attach, perfect, validate, render enforceable, protect or establish
the priority of the security interest and Lien of this Agreement (except that only the Express
Perfection Requirements shall be required to be satisfied).




                    (b)        Each Grantor hereby authorizes the Security Trustee or its designee to file one or more
financing or continuation statements, and amendments thereto, relating to all or any part of the
Collateral without the signature of such Grantor where permitted by law. A photocopy or other
reproduction of this Agreement or any financing statement covering the Collateral or any part
thereof shall be sufficient as a financing statement where permitted by law.



                    (c)        Each Grantor shall furnish or cause to be furnished to the Security Trustee from time to
time statements and schedules further identifying and describing the Collateral.



                    (d)        Each Grantor shall, prior to or simultaneously with any Person becoming a lessor of any
Pool Aircraft, cause such Person to enter into a Grantor Supplement.



                    (e)        Each Grantor shall ensure that at all times an individual shall be appointed as
administrator with respect to such Grantor for purposes of the International Registry and shall
register or cause to be registered (or if the Security Trustee is making such registration, without
relieving each Grantor of such obligation, consent to such registration) with the International
Registry (collectively, the “Required Cape Town Registrations”): (i) the International Interest
provided for hereunder with respect to each Aircraft Object in respect of Pool Aircraft where the
relevant Grantor is situated in a Contracting State or if such Aircraft Object is registered in a
Contracting State; (ii) the International Interest provided for in any Cape Town Lease to which
such Grantor is a lessor or lessee; (iii) the assignment to the Security Trustee of each
International Interest described in clause (ii) and assigned to the Security Trustee hereunder; and
(iv) the Contract of Sale with respect to any Pool Aircraft by which title to such Pool Aircraft is
conveyed by or to such Grantor due to a transfer occurring after the date such Pool Aircraft



- 30 -









 







becomes a Pool Aircraft, but only if the seller under such Contract of Sale is situated in a
Contracting State or if such Aircraft Object is registered in a Contracting State and if such
seller agrees to such registration. To the extent that (A) the Security Trustee’s consent is
required for any such registration, or (B) the Security Trustee is required to initiate any such
registration, the Security Trustee shall ensure that such consent or such initiation of such
registration is effected, and no Grantor shall be in breach of this Section should the Security
Trustee fail to do so in a proper fashion (it being understood and agreed that in no event shall
the Security Trustee be liable for any failure to so register as a result of such Grantor’s failure
to provide any necessary information required for such registration in a timely manner or if such
information is inaccurate or incomplete). It is understood and agreed that International Interests
provided for hereunder shall be registered in the name of the Security Trustee. The parties hereto
agree that for the purposes of the definition of Prospective International Interest in the Cape
Town Convention, the issuance of the Securities by the Issuer shall constitute the stated event
upon which the Issuer has created or provided for an International Interest in the Aircraft Objects
and Assigned Leases.



                    (f)        With respect to each Pool Aircraft that is registered in the United States of America,
each Grantor shall, so long as such Pool Aircraft is so registered, and (i) in the case of a Pool
Aircraft that is not subject to an Assigned Lease, register and record with the FAA the Relevant
FAA Aircraft Mortgages with respect to such Pool Aircraft and (ii) in the case of a Pool Aircraft
that is subject to an Assigned Lease, register and record with the FAA the Relevant FAA Aircraft
Mortgages and Lease Security Assignments with respect to such Pool Aircraft. Each Grantor shall,
if at any time after the filing with the FAA of a Relevant FAA Aircraft Mortgage with respect to a
Pool Aircraft such Pool Aircraft becomes subject to an Assigned Lease, register and record with the
FAA the Relevant FAA Lease Security Assignments with respect to such Aircraft.



                    (g)        With respect to each Grantor incorporated under (i) the laws of Ireland, such Grantor
shall cause each Security Document executed by it or its relevant particulars to be filed in the
Irish Companies Registration Office and, where applicable, the Irish Revenue Commissioners within
21 days of execution thereof, or (ii) the laws of Bermuda, such Grantor shall cause each Security
Document executed by it or its relevant particulars to be filed in the Bermudan Registrar of
Companies and, where applicable, the Bermudan Department of Civil Aviation.



                    (h)        With respect to Pool Aircraft that are registered in a Geneva Convention country, ILFC
shall cause each applicable local law security document executed by the relevant Grantor or its
relevant particulars to be filed with the relevant local filing office or offices, as applicable,
and as and to the extent required by the provisions of the Express Perfection Requirements.



                    (i)        With respect to Pool Aircraft that are not registered in either a Cape Town Convention
country or a Geneva Convention country, ILFC shall cause each Security Document executed by the
relevant Grantor or its relevant particulars to be filed with the relevant local filing office or
offices, as applicable, and as and to the extent required by the Express Perfection Requirements.



- 31 -









 





          Section 2.09.    Place of Perfection; Records. Each Grantor shall keep its chief place of
business and chief executive office and the office where it keeps its records concerning the
Collateral at the location therefor specified in Schedule IV or, upon 30 days’ prior written notice
to the Security Trustee, at such other locations in a jurisdiction where all actions required by
Section 2.03(e) shall have been taken with respect to the Collateral. Subject to applicable
confidentiality restrictions, each Grantor shall hold and preserve such records and, so long as any
series of Securities has been accelerated and such acceleration has not been rescinded as provided
in the Indenture, shall permit representatives of the Security Trustee upon reasonable prior notice
at any time during normal business hours reasonably to inspect and make abstracts from such
records, all at the sole cost and expense of such Grantor.




          Section 2.10.    Voting Rights; Dividends; Etc. (a) So long as no acceleration with respect to
any series of Securities is in existence:




                                 (i)        Each Grantor shall be entitled to exercise any and all voting and other consensual rights
pertaining to all or any part of the Beneficial Interest Collateral pledged by such Grantor for any
purpose; provided that such Grantor shall not exercise or shall refrain from exercising any such
right if such action would constitute a breach of its obligations under this Agreement or the
Indenture; and



                                 (ii)        The Security Trustee shall execute and deliver (or cause to be executed and delivered) to
such Grantor all such proxies and other instruments as such Grantor may reasonably request in
writing and provide for the purpose of enabling such Grantor to exercise the voting and other
rights that it is entitled to exercise pursuant to Section 2.10(a)(i).



                    (b)        So long as any series of Securities has been accelerated and such acceleration has not
been rescinded as provided in the Indenture, and so long as such Grantor shall have received notice
to such effect from the Security Trustee, to the extent such notice is permitted by applicable law,
any and all distributions, dividends and interest paid in respect of the Beneficial Interest
Collateral pledged by such Grantor, including any and all (i) distributions, dividends and interest
paid or payable other than in cash in respect of, and instruments and other property received,
receivable or otherwise distributed in respect of, or in exchange for, such Beneficial Interest
Collateral; (ii) distributions, dividends and other distributions paid or payable
in cash in respect of such Beneficial Interest Collateral in connection with a partial or
total liquidation or dissolution or in connection with a reduction of capital, capital surplus or
paid-in surplus; and (iii) cash paid, payable or otherwise distributed in respect of principal of,
or in redemption of, or in exchange for, such Beneficial Interest Collateral shall be forthwith
delivered to the Security Trustee and, if received by such Grantor, shall be received in trust for
the benefit of the Security Trustee, be segregated from the other property or funds of such Grantor
and be forthwith delivered to the Security Trustee in the same form as so received (with any
necessary endorsement).



                    (c)        So long as any series of Securities has been accelerated and such acceleration has not
been rescinded as provided in the Indenture, and so long as such Grantor shall have received a
notice to such effect from the Security Trustee, to the extent such notice is permitted by
applicable law, all rights of each Grantor to exercise or refrain from exercising the voting and
other consensual rights that it would otherwise be entitled to exercise pursuant to



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Section 2.10(a)(i) and 2.10(a)(ii) shall cease, and all such rights shall thereupon become vested
in the Security Trustee, which shall thereupon have the sole right to exercise or refrain from
exercising such voting and other consensual rights.



          Section 2.11.    Transfers and Other Liens; Additional Shares or Interests. No Grantor shall
(i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option
with respect to, any of the Collateral or (ii) create or suffer to exist any Lien upon or with
respect to any of the Collateral of such Grantor, in the case of clause (i) or (ii) other than the
pledge, assignment and security interest created by this Agreement or a Permitted Lien or as
otherwise provided or permitted herein or in the Indenture.




          Section 2.12.    Security Trustee Appointed Attorney-in-Fact. Each Grantor hereby irrevocably
appoints, as security for the Secured Obligations, the Security Trustee as such Grantor’s
attorney-in-fact, with full authority in the place and stead of such Grantor and in the name of
such Grantor or otherwise, from time to time in the Security Trustee’s discretion, so long as any
series of Securities has been accelerated and such acceleration has not been rescinded as provided
in the Indenture, to take any action and to execute any instrument that the Security Trustee may
deem necessary or advisable to accomplish the purposes of this Agreement, including:




                    (a)        to ask for, demand, collect, sue for, recover, compromise, receive and give acquittance
and receipts for moneys due and to become due under or in respect of any of the Collateral;



                    (b)        to receive, indorse and collect any drafts or other instruments and documents in
connection included in the Collateral;



                    (c)        to file any claims or take any action or institute any proceedings that the Security
Trustee may deem necessary for the collection of any of the Collateral or otherwise to enforce the
rights of the Security Trustee with respect to any of the Collateral; and



                    (d)        to execute and file any financing or continuation statements, or amendments thereto, and
such other instruments or notices, as may be necessary, in order to perfect (except in the case of
the Beneficial Interest Collateral provided pursuant to Section 2.01(c)) and preserve the pledge,
assignment and security interest granted hereby;


provided that the Security Trustee’s exercise of any such power shall be subject to
Section 2.06(d).




          Section 2.13.    Security Trustee May Perform. If any Grantor fails to perform any agreement
contained in this Agreement, the Security Trustee may (but shall not be obligated to) after such
prior notice as may be reasonable under the circumstances, itself perform, or cause performance of,
such agreement, and the expenses of the Security Trustee incurred in connection with doing so shall
be payable by the Grantors.




          Section 2.14.    Covenant to Pay. Each Grantor covenants with the Security Trustee (for the
benefit of the Secured Parties) that it will pay or discharge any monies and liabilities whatsoever
that are now, or at any time hereafter may be due, owing or payable by such Grantor




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in any
currency, actually or contingently, solely and/or jointly, and/or severally with another or others,
as principal or surety on any account whatsoever pursuant to this Agreement and the Indenture in
accordance with their terms. Each Grantor agrees that no payment or distribution by such Grantor
pursuant to the preceding sentence shall entitle such Grantor to exercise any rights of subrogation
in respect thereof until the related Secured Obligations shall have been paid in full. All such
payments shall be made in accordance with Section 3.02.




          Section 2.15.    Delivery of Collateral Supplements. Upon the addition of any Pool Aircraft or
the acquisition by any Grantor of any Beneficial Interest Collateral, each relevant Grantor shall
concurrently execute and deliver to the Security Trustee a Collateral Supplement duly completed
with respect to such Collateral and shall take such steps with respect to the perfection of such
Collateral as are called for by this Agreement for Collateral of the same type; provided that the
foregoing shall not be construed to impair or otherwise derogate from any restriction on any such
action in the Indenture or this Agreement; and provided further that the failure of any Grantor to
deliver any Collateral Supplement as to any such Collateral shall not impair the Lien of this
Agreement as to such Collateral.




          Section 2.16.    Operational Covenants.




                    (a)        Identification of Security Trustee’s Interest. The Grantors agree to affix as promptly as
practicable after the Effective Date and thereafter to maintain in the cockpit of each Pool
Aircraft, in a clearly visible location, and on each Engine, a nameplate bearing the inscription
“MORTGAGED TO WELLS FARGO BANK NORTHWEST, N.A., AS SECURITY TRUSTEE” (such nameplate to be
replaced, if necessary, with a nameplate reflecting the name of any successor Security Trustee);
provided, however, nameplates which reference Wells
Fargo Bank Northwest, National Association, as security trustee in its various capacities
under the Existing Security Agreement are acceptable and do not have to be changed.



                    (b)        Registration. Each Grantor shall cause each Pool Aircraft to become (if registration is
in process) or be duly registered in the name of the relevant Grantor if so permitted under the
applicable registry; provided that a Pool Aircraft may be unregistered for a temporary period in
connection with modification or maintenance of such Pool Aircraft. The Security Trustee agrees
that it will cooperate with the relevant Grantor in changing the state of registration of any Pool
Aircraft at the cost of the relevant Grantor and as the relevant Grantor may request, provided that
such request does not conflict with the relevant Grantor’s obligations under this Agreement.



                    (c)        Replacement of Leases. Upon execution of any replacement Lease, the relevant Grantor
shall comply with the provisions of Sections 2.06 and 2.08 of this Agreement, as applicable, and
shall deliver the following to the Security Trustee:



                                 (i)        the Chattel Paper Original, if any, of such replacement Lease;



                                 (ii)        a notice of assignment substantially in the form attached hereto as Exhibit F-1 (a
“Lessee Notice”), and, to the extent required under the Express Perfection Requirements, a lessee
acknowledgment substantially in the form attached hereto as Exhibit F-2 or such other form as is
provided in the applicable Lease or as ILFC may accept pursuant to the



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Express Perfection
Requirements (a “Lessee Acknowledgment”) addressed to, or for the benefit of, the Security Trustee
with respect to such Lease;



                                 (iii)        certificates of insurance from qualified brokers of aircraft insurance (or other
evidence satisfactory to the Security Trustee), evidencing all insurance required to be maintained
by the applicable Lessee, together with the endorsements required pursuant to Section 2.17 and
Schedule V of this Agreement;



                                 (iv)        promptly and in any case within 30 days of the effectiveness of the leasing of such Pool
Aircraft, a copy of such Lease and a revised or supplemented Schedule VI hereto; and



                                 (v)        copies of such legal opinions with regard to compliance with the registration requirements
of the relevant jurisdiction, enforceability of such Lease and such other matters customary for
such transactions, in each case to the extent that receiving such legal opinions is consistent with
Leasing Company Practice.



          Section 2.17.    Insurance. The relevant Grantor shall maintain, or procure that the relevant
Lessee maintains, hull and third party liability insurance policies, maintained with insurers or
reinsured with reinsurers of recognized responsibility or pursuant to governmental indemnities, in
respect of each Pool Aircraft in accordance with the terms of Schedule V hereto.




          Section 2.18.    Changes to the Designated Pool; Intermediate Lessees; Owner Trusts and SPCs.




                    (a)        Restrictions on Disposition of Aircraft. Except as expressly provided below in this
Section 2.18 with respect to a Pool Aircraft, but excluding in each case any Pool Aircraft that is
removed from the Designated Pool or replaced (directly or by transfer of an Owner Trust or SPC) as
provided below, neither the Issuer nor any other Grantor shall sell, transfer or otherwise dispose
of any Pool Aircraft (directly or by transfer of an Owner Trust or SPC).



                    (b)        Removal of Pool Aircraft from the Designated Pool. So long as no Event of Default shall
result from or remain in existence after such removal, the Issuer or any other Grantor may remove
(directly or by transfer of an Owner Trust or SPC) any Pool Aircraft from the Designated Pool so
long as either (i) such Pool Aircraft being removed from the Designated Pool (a “Replaced
Aircraft”) is replaced by an aircraft having an Appraised Value equal to or greater than the then
Appraised Value of the Replaced Aircraft being removed (a “Replacement Aircraft”) and the
procedures set forth in clause (c) below are satisfied with respect to such Replacement Aircraft;
provided that after giving effect to such replacement either (x) the Pool Specifications are met or
(y) each of the requirements of the Pool Specifications are equal to or no worse than each of the
requirements of the Pool Specifications as in effect on the date of such removal or (ii) the Issuer
or such other Grantor delivers to the Security Trustee an amount of cash, to be held by the
Security Trustee as Collateral, equal to or greater than the then Appraised Value of the Replaced
Aircraft. Upon satisfaction of the conditions set forth in the preceding sentence with respect to
any Replaced Aircraft, the Security Trustee’s security interest in, and Lien on, such Replaced
Aircraft (and any other Aircraft Assets



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directly related to such Replaced Aircraft) shall be
automatically released and such Replaced Aircraft shall be removed from the Designated Pool. The
Security Trustee shall promptly execute and deliver to the Issuer, at the Issuer’s expense, all
documents that the Issuer shall reasonably request to evidence its release of the security
interests in, and Liens on, the applicable Replaced Aircraft (and any other Aircraft Assets
directly related to such Replaced Aircraft).



                    (c)        Addition of Non-Pool Aircraft to the Designated Pool. The Issuer or any other Grantor may
add any aircraft to the Designated Pool at any time; provided that: (i) such aircraft is owned by
Issuer, an Owner Trust or an SPC at the time such aircraft becomes a Pool Aircraft; (ii) the Issuer
shall have provided three Appraisals of such aircraft from Qualified Appraisers, each as of a date
no earlier than 180 days before adding such aircraft to the Designated Pool; (iii) Issuer shall
have executed and delivered to the Trustee and the Security Trustee a Collateral Supplement and
such certificates, opinions and documents (including UCC Financing Statements, charge documents and
registrations and recordings with the FAA (if applicable) and the International Registry) as are
required to grant to the Security Trustee a perfected security interest in, and Lien on, such
aircraft (it being understood and agreed that, with respect to each Aircraft Asset, only the
Express Perfection Requirements, shall be required to be satisfied); (iv) the Issuer shall have
delivered a Lessee Notice to the Lessee in accordance with this Agreement and, as promptly as
practicable after the date the aircraft is added to the Designated Pool and in any event no later
than 180 days after such date, to the extent required under the Express Perfection Requirements,
shall procure a Lessee Acknowledgement in
accordance with this Agreement signed by the applicable Lessee; and (v) no Event of Default
shall result from or remain in existence after such addition.



                    (d)        Intermediate Lessees. In connection with (i) the replacement of any Lease of any Pool
Aircraft, (ii) the addition of Non-Pool Aircraft to the Designated Pool, or (iii) any Requirement
of Law applicable to the Issuer or another Grantor or a Lessee or a Pool Aircraft, the Issuer shall
be entitled, by giving notice (an “Intermediate Lease Notice”) to the Security Trustee, to enter
into an Intermediate Lease with an Intermediate Lessee with respect to such aircraft; provided
that:



                                           (A)        if such Intermediate Lessee is not an Initial Intermediate Lessee, such Intermediate
Lessee shall have executed and delivered to the Trustee and the Security Trustee (1) at least five
(5) days prior to entering into an Intermediate Lease, a Request and Assumption Agreement pursuant
to the Indenture, (2) a Grantor Supplement and (3) such certificates, opinions and documents
(including UCC Financing Statements, charge documents and registrations and recordings with the FAA
(if applicable) and the International Registry) as are required to grant to the Security Trustee a
perfected security interest in, and Lien on, the Collateral held by such Intermediate Lessee (it
being understood and agreed that, with respect to each Aircraft Asset, only the Express Perfection
Requirements shall be required to be satisfied);



                                           (B)        such Intermediate Lessee shall have delivered a Lessee Notice to such lessee in accordance
with this Agreement, and, to the extent required under the Express Perfection Requirements, shall
procure a Lessee Acknowledgement in accordance with this Agreement signed by the applicable Lessee
as promptly as practicable after the date the aircraft is added to the Designated Pool and in any
event no later than 180 days after such date; and



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                                           (C)        if such Intermediate Lessee is incorporated under the laws of Ireland, within 21 days
following the execution of the Security Documents referred to in clauses (A) - (B) above, the
relevant Intermediate Lessee and/or Issuer or the relevant Grantor, as applicable, shall cause each
such Security Document, or the particulars thereof, to be filed with the Irish Companies
Registration Office and, if applicable, the Irish Revenue Commissioners and in each case shall
provide evidence of such filings reasonably satisfactory to the Security Trustee or, if such
Intermediate Lessee is incorporated under the laws of any other jurisdiction requiring specific
filings or other actions, the relevant Intermediate Lessee and/or Issuer or the relevant Grantor,
as applicable, shall cause such filings to be made or such other actions to be taken.



                    (e)        Termination of Intermediate Lessee’s Status. The Issuer or any other Grantor may from
time to time, upon not less than five (5) days’ revocable prior written notice from Issuer to the
Security Trustee and the Trustee, at any time and from time to time assign the Equity Interests in
an Intermediate Lessee to any Person that is not a Subsidiary of Issuer or otherwise terminate an
Intermediate Lessee’s status as such, provided that such Intermediate Lessee is not party to an
Intermediate Lease or a Lease or will not be at the time such transfer or other termination of such
Intermediate Lessee’s status as such takes effect. If an Intermediate Lessee’s status is
terminated as such, the Security Trustee’s security interests in, and Liens on, the assets of such
Intermediate Lessee shall be automatically released. The Security Trustee shall promptly execute
and deliver to Issuer, at Issuer’s expense, all documents that Issuer shall
reasonably request to evidence its release of the security interests in and liens on, the
applicable assets released in accordance with the previous sentence.



                    (f)        Owner Trusts and SPCs. Issuer and any Grantor shall be entitled, by giving notice (an
“Owner Trust Notice” or “SPC Notice”) to the Security Trustee and the Trustee, to permit a Pool
Aircraft to be Owned by an Owner Trust or an SPC (including by transferring such Ownership from
Issuer or a Grantor to an Owner Trust or from one Owner Trust to another or from one SPC to another
or from an SPC to an Owner Trust or vice versa); provided that:



                                           (A)        such Owner Trust or SPC shall have executed and delivered to the Trustee and the Security
Trustee (1) at least five (5) days prior to Owning a Pool Aircraft, or an aircraft owned by an
Owner Trust or SPC becoming a Pool Aircraft hereunder, as applicable, a Request and Assumption
Agreement, (2) a Grantor Supplement and (3) such certificates, opinions and documents (including
UCC financing statements, charge documents and registrations and recordings with the FAA (if
applicable) and the International Registry) as are required to grant to the Security Trustee a
perfected security interest in, and Lien on, the Collateral held by such Owner Trust or SPC (it
being understood and agreed that, with respect to each Aircraft Asset, only the Express Perfection
Requirements shall be required to be satisfied);



                                           (B)        subject to the Local Requirements Exception, Issuer or any Grantor shall hold all of the
Equity Interest in such Owner Trust or SPC and shall have executed and delivered to the Trustee and
the Security Trustee (1) a Collateral Supplement, (2) the original beneficial interest certificate
evidencing Issuer’s or such Grantor’s beneficial interest in the Owner Trust or SPC and (3) such
certificates, opinions and documents (including UCC Financing Statements and charge documents) as
are required to grant to the Security Trustee, for



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the benefit of the holders of the notes, a
perfected security interest in, and Lien on, the Equity Interests held by Issuer or any Grantor in
such Owner Trust or SPC; and



                                           (C)        such Owner Trust or SPC (or Issuer or Grantor) shall have delivered a Lessee Notice to the
applicable Lessee, and, to the extent required by the Express Perfection Requirements, shall
procure a Lessee Acknowledgement signed by the applicable Lessee as promptly as practicable after
the date the Aircraft is added to the Designated Pool and in any event no later than 180 days after
such date.



                    (g)        Requirements Following Additions to Designated Pool. Issuer shall, to the extent required
by the Express Perfection Requirements, deliver to the Security Trustee a Lessee Acknowledgement
executed by the lessee of each Pool Aircraft as promptly as practicable after such aircraft is
included in the Designated Pool, but in any event no later than 180 days after such date, including
with respect to aircraft included in the Designated Pool on the Effective Date. Required Cape Town
Registrations with respect to International Interests in Leases that are not registered on the
International Registry as of the date an aircraft is added to the Designated Pool shall be made as
promptly as practicable, but in any event no later than 180 days after such date, including with
respect to aircraft included in the Designated Pool on the Effective Date.



                    (h)        Requirements Following an Event of Loss. Upon an Event of Loss with respect to any Pool
Aircraft, the Issuer or any Grantor shall within 180 days of such Event of Loss either (i) replace
the Pool Aircraft subject to such Event of Loss with a Replacement Aircraft which at such time has
an equal or greater Appraised Value than such Pool Aircraft had at such time prior to the Event of
Loss (and the procedures set forth in clause (c) above are satisfied with respect to such
Replacement Aircraft); provided that after giving effect to such replacement either (x) the Pool
Specifications are met or (y) each of the requirements of the Pool Specifications are equal to or
no worse than each of the requirements of the Pool Specifications as in effect on the date of such
Event of Loss or (ii) deliver to the Security Trustee an amount of cash, to be held by the Security
Trustee as Collateral, equal to or greater than the then Appraised Value of such Pool Aircraft
prior to the Event of Loss.



                    (i)        Release of Cash Collateral. So long as no Event of Default shall result therefrom or
continue to exist thereafter, Issuer or any Grantor shall have the right to request the Security
Trustee to release any cash collateral held by the Security Trustee by adding an aircraft to the
Designated Pool pursuant to the procedures set forth in clause (c) above and, upon such addition,
the Security Trustee will release an amount of cash Collateral equal to the then Appraised Value of
such replacement or added aircraft; provided that after giving effect to such replacement or
addition either (x) the Pool Specifications are met or (y) each of the requirements of the Pool
Specifications are equal to or no worse than each of the requirements of the Pool Specifications as
in effect on the date of such release.



                    (j)        Refinancing of the Notes. (i) In order for ILFC to incur Permitted Refinancing Debt that
is secured by the Collateral on a pari passu basis with the Notes: (x) the principal amount (or
accreted value, if applicable) of the Permitted Refinancing Debt shall not exceed the then
outstanding principal amount of Notes being refinanced (plus any premium and accrued interest and
expenses in connection therewith), (y) such Permitted Refinancing Debt



- 38 -









 







shall have a final maturity
date later than the maturity date of the 2018 Notes and shall not require any scheduled principal
payments before such date and (z) after giving effect to such refinancing, the Debt-to-Collateral
Value Ratio shall not exceed 63% and the Pool Specifications shall be satisfied.



                                 (i)        Following the refinancing, redemption, repayment or defeasance of a series of Notes in its
entirety, ILFC may remove Pool Aircraft from the Designated Pool or may remove cash from the
Collateral (or any combination of the foregoing) at any time; provided that, after giving effect to
any such removal, the Debt-to-Collateral Value Ratio shall not exceed 63% and the Pool
Specifications shall be satisfied; provided, further that any other series of Notes with an earlier
scheduled maturity has also been refinanced, redeemed, repaid or defeased in its entirety.



                                 (ii)        Any such determination of the Debt-to-Collateral Value Ratio pursuant to the preceding
paragraphs (i) or (ii) must be calculated on the basis of ILFC obtaining and delivering to the
Security Trustee three (3) Appraisals of each Pool Aircraft from Qualified Appraisers that were
issued no more than 90 days prior to the date of the removal.



                    (k)        Termination of Owner Trust’s or SPC’s Status. The Issuer or any other Grantor may at any
time and from time to time, upon not less than ten (10) days’ revocable prior
written notice from the Issuer to the Security Trustee, assign the Equity Interests in an
Owner Trust or SPC to any Person that is not a Subsidiary of the Issuer or otherwise terminate an
Owner Trust’s or SPC’s status as such, provided that such Owner Trustee or SPC (i) does not Own any
Pool Aircraft or will not Own any Pool Aircraft at the time such transfer or other termination of
such Owner Trust’s or SPC’s status as such takes effect and (ii) is not party to any Lease or
Intermediate Lease or will not be at the time such transfer or other termination of such
Intermediate Lessee’s status as such takes effect. If an Owner Trust’s or SPC’s status is
terminated as such, the Security Trustee’s security interests in, and Liens on, the assets of and
the Equity Interest in such Owner Trust or SPC shall be automatically released. The Security
Trustee shall promptly execute and deliver to the Issuer, at the Issuer’s expense, all documents
that the Issuer shall reasonably request to evidence its release of the security interests in and
Liens on the applicable assets released in accordance with the previous sentence.



          Section 2.19.    Protection of Security Interest of the Security Trustee. Each Grantor shall
deliver to the Security Trustee such additional supplements to this Agreement, charges, consents
and other similar instruments, agreements, certificates, opinions and documents (including UCC
Financing Statements and charge documents) as the Security Trustee may reasonably request to
effectuate the terms hereof under and in accordance with the Security Documents and thereby to:




                    (a)        grant, maintain, protect and evidence security interests in favor of the Security Trustee
for the benefit of the Secured Parties, and take all actions necessary to perfect security
interests in favor of the Security Trustee, in accordance with (1) the laws of the United States
(or any instrumentality thereof) (including but not limited to the filing of UCC Financing
Statements in the appropriate locations, including the State of California and the District of
Columbia, and appropriate offices and registrations and recordings with the FAA and the
International Registry), (2) the Cape Town Convention, (3) the laws of the jurisdiction of



- 39 -









 







registration of each Pool Aircraft and (4) the laws of the jurisdiction of organization of the
applicable Grantor hereunder, in any or all present and future property of such Grantor which would
constitute Collateral under and in accordance with the terms of the Security Documents prior to the
Liens or other interests of any Person, except to the extent Permitted Liens may have priority; and



                    (b)        otherwise establish, maintain, protect and evidence the rights provided to the Security
Trustee, for the benefit of the Secured Parties, under and in accordance with the terms hereof and
of the Security Documents including anything that may be necessary under (A) the laws of the United
States (or any instrumentality thereof), (B) the Cape Town Convention, (C) the laws of the
jurisdiction of registration of each Pool Aircraft and (D) the laws of the jurisdiction of
organization of the applicable Grantor;


provided, however, that, only the Express Perfection Requirements shall be required to be satisfied
in respect of the Aircraft Collateral.




          Section 2.20.    Change of Name, etc. No Grantor shall change its name, identity or corporate
structure (within the meaning of Article 9 of the UCC) unless such Grantor shall have
given the Security Trustee at least thirty (30) days’ prior written notice thereof; provided
that, upon the Security Trustee’s request in any case in which, in the Security Trustee’s
reasonable opinion, such change of name, identity or corporate structure would or could make this
Agreement, the other Security Documents, any filings or registrations or any financing statement or
continuation statement filed pursuant to the terms hereof misleading within the meaning of
Section 9-402(7) of the UCC or any other applicable law, such Grantor shall promptly file
appropriate amendments to all previously made filings or registrations and all previously filed
financing statements and continuation statements.




                    (a)        Each Grantor shall give the Security Trustee at least thirty (30) days’ prior written
notice of any change of such Grantor’s jurisdiction of incorporation.



                    (b)        The Issuer shall furnish to the Security Trustee from time to time such statements and
schedules further identifying and describing the Collateral as the Security Trustee may reasonably
request, all in reasonable detail.



          Section 2.21.    Ownership, Operation and Leasing of Pool Aircraft. No Grantor shall:




                    (a)        other than in connection with a sale, transfer or other disposition permitted under
Section 2.22, permit any Person other than the Issuer or another Grantor (except to the extent of
the Local Requirements Exception) to own beneficially any Pool Aircraft, nor permit any Person
other than the Issuer, another Grantor or an Owner Trust to hold title to any Pool Aircraft (except
to the extent of the Local Requirements Exception);



                    (b)        other than in connection with a sale, transfer or other disposition permitted under
Section 2.22, permit any Person other than the Issuer or another Grantor to hold any portion of the
Equity Interest in any Intermediate Lessee (except to the extent of the Local Requirements
Exception); and



- 40 -









 





                    (c)        enforce or amend, replace or waive any term of, or otherwise modify, any Lease with
respect to any Pool Aircraft other than in a manner consistent with Leasing Company Practice.



          Section 2.22.    Limitation on Disposition of Aircraft. Except as expressly provided in
Section 2.18, the Issuer shall not sell, transfer or otherwise dispose (excluding, for purposes of
clarification, other than by a Lease or Intermediate Lease) of any Pool Aircraft unless the
applicable requirements in Section 2.18 shall be satisfied after giving effect to such sale,
transfer or other disposition.




          Section 2.23.    Representations Regarding Operation. No Grantor shall represent or hold out, or
consent to any Lessee representing or holding out, a Holder of the Notes (solely in its capacity as
such) as (i) the owner or lessor of any Pool Aircraft, (ii) carrying goods or passengers on any
Pool Aircraft or (iii) being in any way
responsible for any operation of carriage (whether for hire or reward or gratuitously) with
respect to any Pool Aircraft.




          Section 2.24.    Compliance with Laws, Etc. Each Grantor shall comply in all material respects
with all Requirements of Laws applicable to it and preserve and maintain its corporate (or similar)
existence, rights, franchises, qualifications, and privileges, except to the extent that the
failure so to comply with such Requirements of Laws, or the failure so to preserve and maintain
such existence, rights, franchises, qualifications, and privileges, is caused by a Third Party
Event, or would not materially adversely affect the Collateral, the collectability of monies owed
under the Leases or the ability of such Grantor to perform its obligations under this Agreement,
the Securities or the Indenture.




          Without limiting the foregoing, except as may be related to a Third Party Event, each Grantor
shall obtain all governmental (including regulatory) registrations, certificates, licenses, permits
and authorizations required to be obtained by it in connection with this Agreement, the Securities
and the Indenture and for the Pool Aircraft Owned or leased by it, including a current certificate
of airworthiness for each Pool Aircraft (issued by the applicable aviation authority and in the
appropriate category for the nature of operations of such Pool Aircraft) unless such Pool Aircraft
is not subject to a Lease or is undergoing maintenance or modification or the failure to so obtain
any such governmental (including regulatory) registration, certificate, license, permit or
authorization would not materially adversely affect the Collateral, the collectability of monies
owed under the Leases or the ability of such Grantor to perform its obligations under this
Agreement, the Securities or the Indenture, in which case all appropriate governmental (including
regulatory) registrations, certificates, licenses, permits and authorizations shall be maintained.




          Section 2.25.    Information. The Issuer or another Grantor shall notify the Security Trustee
and Trustee promptly after a responsible officer of the Issuer obtaining knowledge thereof, in
writing and in reasonable detail, of any Event of Loss with respect to a Pool Aircraft.




          The Issuer shall furnish promptly, from time to time, subject to applicable confidentiality
restrictions such other information, documents, records or reports respecting the Pool Aircraft and
the Leases which are reasonably available to it and which the Trustee or the Security Trustee may,
from time to time, reasonably request (including any Appraisal) to the extent necessary for


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the
Trustee or the Security Trustee to confirm compliance with the terms of the Indenture or this
Agreement.




ARTICLE III




REMEDIES



          Section 3.01.    Remedies. Notwithstanding anything herein or in the Indenture
to the contrary, if any series of Securities shall be accelerated, and unless such
acceleration has been rescinded as provided in the Indenture, and in each case subject to the quiet
enjoyment rights of the applicable Lessee of any Pool Aircraft:




                    (a)        The Security Trustee may exercise in respect of the Collateral, in addition to other
rights and remedies provided for herein (including, for the avoidance of doubt, the rights and
remedies of the Security Trustee provided for in Section 2.10(c)), all of the rights and remedies
of a secured party upon default under the UCC (whether or not the UCC applies to the affected
Collateral) and all of the rights and remedies under applicable law and also may (i) require any
Grantor to, and such Grantor hereby agrees that it shall, at its expense and upon written request
of the Security Trustee, forthwith assemble all or any part of the Collateral as directed by the
Security Trustee and make it available to the Security Trustee at a place to be designated by the
Security Trustee that is reasonably convenient and (ii) without notice except as specified below,
sell or cause the sale of the Collateral or any part thereof in one or more parcels at public or
private sale, at any of the Security Trustee’s offices or elsewhere, for cash, on credit or for
future delivery, and upon such other terms as the Security Trustee may deem commercially
reasonable. Each Grantor agrees that, to the extent notice of sale shall be required by law, at
least ten days’ prior notice to such Grantor of the time and place of any public sale or the time
after which any private sale is to be made shall constitute reasonable notification. The Security
Trustee shall not be obligated to make any sale of Collateral regardless of notice of sale having
been given. The Security Trustee may adjourn any public or private sale from time to time by
announcement at the time and place fixed therefor, and such sale may, without further notice, be
made at the time and place to which it was so adjourned.



                    (b)        The Security Trustee may, in addition to or in connection with any other remedies
available hereunder or under any other applicable law, exercise any and all remedies granted under
the Cape Town Convention as it shall determine in its sole discretion. In connection therewith,
the parties hereby agree to the extent permitted by the UCC that (i) Article 9(1) and Article 9(2)
of the Convention, wherein the parties may agree or the court may order that any Collateral shall
vest in the Security Trustee in or towards satisfaction of the Secured Obligations, shall not
preclude the Security Trustee from obtaining title to any Collateral pursuant to any other remedies
available under applicable law (including but not limited to Article 9-620 of the UCC); (ii) any
surplus of cash or cash proceeds held by the Security Trustee and remaining after payment in full
of all the Secured Obligations owed to it shall be paid over in accordance with Section 3.02
hereof; and (iii) the Security Trustee may obtain from any applicable court, pending final
determination of any claim resulting from an Event of Default, speedy relief in the form of any of
the orders specified in Article 13 of the Convention and Article X of the Protocol as the Security
Trustee shall determine in its sole and absolute discretion, subject to any procedural requirements
prescribed by applicable laws.



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                    (c)        All cash proceeds received by the Security Trustee in respect of any sale of, collection
from, or other realization upon, all or any part of the Collateral shall be applied in accordance
with Section 3.02. Any sale or sales conducted in accordance with the terms of this Section 3.01
shall be deemed conclusive and binding on each Grantor and the Secured Parties.



          Section 3.02.    Priority of Payments. The Security Trustee hereby agrees that all
cash proceeds received by the Security Trustee in respect of any Collateral pursuant to
Section 3.01 hereof and any payments by any Grantor to the Security Trustee following an
acceleration of a series of Securities, so long as such acceleration has not been rescinded as
provided in the Indenture, will be paid or held by the Security Trustee in the order of priority
set forth below:




                    (a)        first, to be paid to the Trustee (after repayment of its fees and expenses and
indemnities) for the benefit of the holders of each series of Securities that shall have then been
accelerated as a result of the occurrence and continuance of an Event of Default (collectively,
"Accelerated Series”) until repayment in full of the Secured Obligations in respect of all such
Accelerated Series;



                    (b)        second, to be held by the Security Trustee as cash Collateral for any series of Securities
that has not then been accelerated, until all such series of Securities shall have either become
Accelerated Series or matured, in each case, to be then paid to the Trustee to be applied to
repayment in full of the Secured Obligations in respect of all such series (after repayment of the
Trustee’s fees and expenses and indemnities); and



                    (c)        third, all remaining amounts to be paid to the Grantors or to whomsoever a court of
competent jurisdiction may direct.



          Section 3.03.    Action on Instructions. The rights and remedies of the Security Trustee
hereunder are subject to Article V of the Indenture and the Security Trustee will only be
permitted, subject to applicable law, to exercise remedies, including to sell the Collateral, at
the direction of the Trustee or holders of a majority of the Securities Outstanding in respect of
the Accelerated Series.




ARTICLE IV




SECURITY INTEREST ABSOLUTE



          Section 4.01.    Security Interest Absolute. A separate action or actions may be brought and
prosecuted against each Grantor to enforce this Agreement, irrespective of whether any action is
brought against any other Grantor or whether any other Grantor is joined in any such action or
actions. Except as otherwise provided in this Agreement, until the Secured Obligations then
outstanding are paid in full, all rights of the Security Trustee and the security interests and
Liens granted under, and all obligations of each Grantor under this Agreement and the Indenture
shall be absolute and unconditional, irrespective of:




                    (a)        any lack of validity or enforceability of the Indenture, any Security Document, Assigned
Document or any other agreement or instrument relating thereto;



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                    (b)        any change in the time, manner or place of payment of, the security for, or in any other
term of, all or any of the Secured Obligations, or any other amendment or waiver of
or any consent to any departure from the Indenture, any Security Document, or Assigned
Document or any other agreement or instrument relating thereto;



                    (c)        any taking, exchange, release or non-perfection of the Collateral or any other collateral
or taking, release or amendment or waiver of or consent to departure from any guaranty, for all or
any of the Secured Obligations;



                    (d)        any manner of application of Collateral, or proceeds thereof, to all or any of the Secured
Obligations, or any manner of sale or other disposition of any Collateral for all or any of the
Secured Obligations or any other assets of the Grantors;



                    (e)        any change, restructuring or termination of the corporate structure or existence of any
Grantor; or



                    (f)        any other circumstance that might otherwise constitute a defense available to, or a
discharge of, any Grantor or a third-party grantor of a security interest or a Person deemed to be
a surety.



ARTICLE V




THE SECURITY TRUSTEE



          The Security Trustee and the Secured Parties agree among themselves as follows:




          Section 5.01.    Authorization and Action. (a) Each Secured Party by its acceptance of the
benefits of this Agreement hereby appoints and authorizes Wells Fargo as the initial Security
Trustee to take such action as trustee on behalf of the Secured Parties and to exercise such powers
and discretion under this Agreement and the Indenture as are specifically delegated to the Security
Trustee by the terms of this Agreement and of the Indenture, and no implied duties and covenants
shall be deemed to arise against the Security Trustee. For the avoidance of doubt, each Secured
Party by its acceptance of the benefits of this Agreement hereby requests and instructs the
Security Trustee to enter into all Assigned Lease-related documents and instruments on this date
and as may arise from time to time for the purpose of establishing and maintaining its security
interest for itself and for the benefit of the other Secured Parties in respect of any Assigned
Lease.




                    (b)        The Security Trustee accepts such appointment and agrees to perform the same, but only
upon the terms of this Agreement (including any quiet enjoyment covenants given to the Lessees),
and agrees to receive and disburse all moneys received by it in accordance with the terms of this
Agreement. The Security Trustee in its individual capacity shall not be answerable or accountable
under any circumstances, except for its own willful misconduct or gross negligence (or simple
negligence in the handling of funds or breach of any of its representations or warranties set forth
in this Agreement), and the Security Trustee shall not be liable for any action or inaction of any
Grantor or any other parties to any of this Agreement or the Indenture.



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                    (c)        Absence of Duties. The powers conferred on the Security Trustee under this Agreement with
respect to the Collateral are solely to protect its interests in this Agreement and shall not
impose any duty upon it, except as explicitly set forth herein, to exercise any such powers.
Except for the safe custody of any Collateral in its possession and the accounting for moneys
actually received by it under this Agreement, the Security Trustee shall not have any duty as to
any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges,
maturities, tenders or other matters relative to any Collateral, whether or not any Secured Party
has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to
preserve or perfect rights against any parties or any other rights pertaining to any Collateral.
The Security Trustee shall not have any duty to ascertain or inquire as to the performance or
observance of any covenants, conditions or agreements on the part of any Grantor or Lessee. The
Security Trustee shall not be responsible for the existence, genuineness or value of any of the
Collateral or for the validity, perfection, priority or enforceability of any Liens on any of the
Collateral, whether impaired by operation of law or by reason of any action or omission to act on
its part hereunder, except to the extent such action or omission constitutes gross negligence or
willful misconduct on the part of the Security Trustee for the validity or sufficiency of the
Collateral or any agreement or assignment contained therein, for the validity of the title of ILFC
or any other Grantor to the Collateral, for insuring the Collateral or for the payment of taxes,
charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the
Collateral. The Security Trustee shall have no duty to ascertain or inquire as to the performance
or observance of any of the terms of the Indenture or any of the other Security Documents.



          Section 5.02.    Representations or Warranties. The Security Trustee shall not make, nor shall
it be deemed to have made, any representations or warranties as to the validity, legality or
enforceability of this Agreement, the Indenture or any other document or instrument or as to the
correctness of any statement contained in any thereof, or as to the validity or sufficiency of any
of the pledge and security interests granted hereby, except that the Security Trustee in its
individual capacity hereby represents and warrants (a) that each such specified document to which
it is a party has been or will be duly executed and delivered by one of its officers who is and
will at such time be duly authorized to execute and deliver such document on its behalf, and (b)
this Agreement is or will be the legal, valid and binding obligation of the Security Trustee in its
individual capacity, enforceable against the Security Trustee in its individual capacity in
accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium or similar law affecting creditors’ rights generally.




          Section 5.03.    Reliance; Agents; Advice of Counsel. (a) The Security Trustee shall not incur
any liability to anyone as a result of acting upon any signature, instrument, notice, resolution,
request, consent, order, certificate, report, opinion, bond or other document or paper believed by
it to be genuine and believed by it to be signed by the proper party or parties. The Security
Trustee may accept a copy of a resolution of the board or other governing body of any party to this
Agreement or the Indenture, certified by the Secretary or an Assistant Secretary thereof or other
duly authorized Person of such party as duly adopted and in full force and effect, as conclusive
evidence that such resolution has been duly adopted by said
board or other governing body and that the same is in full force and effect. As to any fact
or matter the manner of ascertainment of which is not specifically described in this Agreement, the
Security Trustee shall be entitled to receive and may for all purposes hereof conclusively rely,
and shall be fully




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protected in acting or refraining from acting, on a certificate, signed by an
officer of any duly authorized Person, as to such fact or matter, and such certificate shall
constitute full protection to the Security Trustee for any action taken or omitted to be taken by
them in good faith in reliance thereon. The Security Trustee shall assume, and shall be fully
protected in assuming, that each other party to this Agreement is authorized by its constitutional
documents to enter into this Agreement and to take all action permitted to be taken by it pursuant
to the provisions of this Agreement, and shall not inquire into the authorization of such party
with respect thereto.




                    (b)        The Security Trustee may execute any of its powers hereunder or perform any duties under
this Agreement either directly or by or through agents, including financial advisors, or attorneys
or a custodian or nominee, provided, however, that the appointment of any agent shall not relieve
the Security Trustee of its responsibilities or liabilities hereunder.



                    (c)        The Security Trustee may consult with counsel and any opinion of counsel or any advice of
such counsel shall be full and complete authorization and protection in respect of any action taken
or suffered or omitted by it under this Agreement in good faith and in accordance with such advice
or opinion of counsel.



                    (d)        The Security Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Agreement, or to institute, conduct or defend any litigation under this
Agreement or in relation hereto, at the request, order or direction of any of the Secured Parties,
pursuant to the provisions of this Agreement, unless such Secured Party shall have offered to the
Security Trustee security or indemnity reasonably satisfactory to it against the costs, expenses
and liabilities which may be incurred therein or thereby.



                    (e)        The Security Trustee shall not be required to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, if there is reasonable ground for believing that the repayment of
such funds or indemnity reasonably satisfactory to it against such risk or liability is not
reasonably assured to it, and none of the provisions contained in this Agreement shall in any event
require the Security Trustee to perform, or be responsible or liable for the manner of performance
of, any obligations of any Grantor under this Agreement or the Indenture.



                    (f)        If the Security Trustee incurs expenses or renders services in connection with an exercise
of remedies specified in Section 3.01, such expenses (including the fees and expenses of its
counsel) and the compensation for such services are intended to constitute expenses of
administration under any bankruptcy law or law relating to creditors’ rights generally.



                    (g)        The Security Trustee shall not be charged with knowledge of an Event of Default unless the
Security Trustee obtains actual knowledge of such event or receives written notice of such event
from any of the Secured Parties.



                    (h)        The Security Trustee shall not have any duty to monitor the performance of any Grantor or
any other party to this Agreement, nor shall the Security Trustee have any liability in connection
with malfeasance or nonfeasance by such parties. The Security Trustee shall not have any liability
in connection with compliance by any Grantor or any Lessee under a



- 46 -









 







Lease with statutory or
regulatory requirements related to the Collateral, any Pool Aircraft or any Lease. The Security
Trustee shall not make or be deemed to have made any representations or warranties with respect to
the Collateral, any Pool Aircraft or any Lease or the validity or sufficiency of any assignment or
other disposition of the Collateral, any Pool Aircraft or any Lease.



          Section 5.04.    Cape Town Convention. The Security Trustee, during the term of this Agreement,
shall establish and maintain a valid and existing account as a Transacting User Entity with the
International Registry and appoint an Administrator and/or a Professional User Entity to make
registrations in regard to the Collateral as required by this Agreement.




          Section 5.05.    No Individual Liability. The Security Trustee shall not have any individual
liability in respect of all or any part of the Secured Obligations, and all shall look, subject to
the lien and priorities of payment provided herein and in the Indenture, only to the property of
the Grantors (to the extent provided herein or in the case of the Issuer in the Indenture) for
payment or satisfaction of the Secured Obligations pursuant to this Agreement and the Indenture.




ARTICLE VI




SUCCESSOR SECURITY TRUSTEE



          Section 6.01.    Resignation and Removal of the Security Trustee. The Security Trustee may
resign at any time without cause by giving at least 30 days’ prior written notice to the Issuer and
the Trustee. The Holders of a majority in principal amount of the Outstanding Securities by Act of
said Holders delivered to the Security Trustee, the Issuer and the Trustee may at any time remove
the Security Trustee without cause. No resignation by or removal of the Security Trustee pursuant
to this Section 6.01 shall become effective prior to the date of appointment by the Trustee upon
the continuation of such Holders of a majority in principal amount of the Outstanding Securities of
a successor Security Trustee and the acceptance of such appointment by such successor Security
Trustee.




          Section 6.02.    Appointment of Successor. (a) In the case of the resignation or removal of the
Security Trustee, the Holders of not less than a majority in principal amount of the Outstanding
Securities by Act of such Holders delivered to the Trustee may instruct the Trustee to appoint a
successor Security Trustee, and the Trustee shall promptly make such appointment. So long as no
Event of Default shall have occurred and be continuing,
any such successor Security Trustee shall as a condition to its appointment be reasonably
acceptable to the Issuer. If a successor Security Trustee shall not have been appointed and
accepted its appointment hereunder within 60 days after the Security Trustee gives notice of
resignation, the retiring Security Trustee, the Trustee or such Holders of less than a majority in
principal amount of the Outstanding Securities may petition any court of competent jurisdiction for
the appointment of a successor Security Trustee. Any successor Security Trustee so appointed by
such court shall immediately and without further act be superseded by any successor Security
Trustee appointed as provided in the first sentence of this paragraph within one year from the date
of the appointment by such court.




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                    (b)        Any successor Security Trustee shall execute and deliver to the relevant Secured Parties
an instrument accepting such appointment. Upon the acceptance of any appointment as Security
Trustee hereunder, a successor Security Trustee, upon the execution and filing or recording of such
financing statements, or amendments thereto, and such amendments or supplements to this Agreement,
and such other instruments or notices, as may be necessary, or as the successor Security Trustee
may reasonably request in order to continue the perfection (if any) of the Liens granted or
purported to be granted hereby, shall succeed to and become vested with all the rights, powers,
discretion, privileges and duties of the retiring Security Trustee, and the retiring Security
Trustee shall be discharged from its duties and obligations under this Agreement and the Indenture.
The retiring Security Trustee shall take all steps necessary to transfer all Collateral in its
possession and all its control over the Collateral to the successor Security Trustee. All actions
under this paragraph (b) shall be at the expense of the Issuer; provided that if a successor
Security Trustee has been appointed as a result of the circumstances described in Section 6.02(d),
any actions under this paragraph (b) as relating to such appointment shall be at the expense of the
successor Security Trustee.



                    (c)        The Security Trustee shall be an Eligible Institution reasonably acceptable to the Issuer,
if there be such an institution willing, able and legally qualified to perform the duties of the
Security Trustee hereunder and unless such institution is an Affiliate of a Secured Party or an
Event of Default has occurred and is continuing.



                    (d)        Any corporation into which the Security Trustee may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, conversion or consolidation
to which the Security Trustee shall be a party, or any corporation to which substantially all the
business of the Security Trustee may be transferred, shall be the Security Trustee under this
Agreement without further act.



ARTICLE VII




INDEMNITY AND EXPENSES



          Section 7.01.    Indemnity. Each of the Grantors shall indemnify, defend and hold harmless the
Security Trustee (and its officers, directors, employees, representatives and agents) from and
against, any loss, liability or expense (including reasonable legal fees and expenses) incurred by
it without negligence or bad faith on its part in connection with the
acceptance or administration of this Agreement and its duties hereunder, including the costs
and expenses of defending itself against any claim or liability and of complying with any process
served upon it or any of its officers in connection with the exercise or performance of any of its
powers or duties hereunder. The Security Trustee (i) must provide reasonably prompt notice to the
applicable Grantor of any claim for which indemnification is sought, provided that the failure to
provide notice shall only limit the indemnification provided hereby to the extent of any
incremental expense or actual prejudice as a result of such failure; and (ii) must not make any
admissions of liability or incur any significant expenses after receiving actual notice of the
claim or agree to any settlement without the written consent of the applicable Grantor, which
consent shall not be unreasonably withheld. No Grantor shall be required to reimburse any expense
or indemnify against any loss or liability incurred by the Security Trustee through negligence or
bad faith.




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          Each Grantor, as applicable, may, in its sole discretion and at its expense, control the
defense of the claim including, designating counsel for the Security Trustee and controlling all
negotiations, litigation, arbitration, settlements, compromises and appeals of any claim; provided
that (i) the applicable Grantor may not agree to any settlement involving any indemnified person
that contains any element other than the payment of money and complete indemnification of the
indemnified person without the prior written consent of the affected indemnified person, (ii) the
applicable Grantor shall engage and pay the expenses of separate counsel for the indemnified person
to the extent that the interests of the Security Trustee are in conflict with those of such Grantor
and (iii) the indemnified person shall have the right to disapprove the counsel designated by such
Grantor which disapproval shall not be unreasonably given.




                    (a)        Each Grantor shall within ten (10) Business Days after demand pay to the Security Trustee
the amount of any and all reasonable expenses, including the reasonable fees and expenses of its
counsel and of any experts and agents, that the Security Trustee may incur in connection with
(i) the administration of this Agreement (in accordance with fee arrangements agreed between the
Security Trustee and the Issuer), (ii) the custody, preservation, use or operation of, or the sale
of, collection from or other realization upon, any of the Collateral, (iii) the exercise or
enforcement of any of the rights of the Security Trustee or any other Secured Party against such
Grantor hereunder or (iv) the failure by any Grantor to perform or observe any of the provisions
hereof.



          Section 7.02.    Secured Parties’ Indemnity. (a) The Security Trustee shall be entitled to be
indemnified (subject to the limitations and requirements described in Section 7.01 mutatis
mutandis) by the Holders to the sole satisfaction of the Security Trustee before proceeding to
exercise any right or power under this Agreement at the request or direction of the Trustee or the
Holders pursuant to the Indenture.




                    (b)        In order to recover under clause (a) above, the Security Trustee: (i) must provide
reasonably prompt notice to the Trustee of any claim for which indemnification is sought, provided
that the failure to provide notice shall only limit the indemnification provided hereby to the
extent of any incremental expense or actual prejudice as a result of such failure; and (ii) must
not make any admissions of liability or incur any significant expenses after
receiving actual notice of the claim or agree to any settlement without the written consent of
the Trustee which consent shall not be unreasonably withheld. No Holder shall be required to
reimburse any expense or indemnify against any loss or liability sustained by the Security Trustee
through negligence or bad faith.



                    (c)        The Trustee may, in its sole discretion, and at its expense, control the defense of the
claim including, designating counsel for the Security Trustee and controlling all negotiations,
litigation, arbitration, settlements, compromises and appeals of any claim; provided that (i) the
Trustee may not agree to any settlement involving any indemnified person that contains any element
other than the payment of money and complete indemnification of the indemnified person without the
prior written consent of the affected indemnified person, (ii) the Trustee shall engage and pay the
expenses of separate counsel for the indemnified person to the extent that the interests of the
Security Trustee are in conflict with those of the Trustee and



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(iii) the indemnified person shall
have the right to disapprove the counsel designated by the Trustee which disapproval shall not be
unreasonably given.



                    (d)        The provisions of Section 7.01 and this Section 7.02 shall survive the termination of this
Agreement or the earlier resignation or removal of the Security Trustee.



          Section 7.03.    No Compensation from Secured Parties. The Security Trustee agrees that it shall
have no right against the Secured Parties for any fee as compensation for its services in such
capacity.




          Section 7.04.    Security Trustee Fees. In consideration of the Security Trustee’s performance
of the services provided for under this Agreement, the Grantors shall pay to the Security Trustee
an annual fee set forth under a separate agreement between the Issuer and the Security Trustee and
shall reimburse the Security Trustee for expenses incurred including those associated with the
International Registry.




ARTICLE VIII




GUARANTY



          Section 8.01.    Guaranty. Subject to Section 8.09, each Grantor hereby guarantees the punctual
payment upon the expiration of any applicable remedial period, whether at scheduled maturity or by
acceleration, demand or otherwise (including amounts that would become due but for the operation of
the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)), of all of its
Guaranteed Obligations (each Grantor in its capacity as guarantor under this Article 8, a
“Guarantor Party”). Without limiting the generality of the foregoing, the liability of each
Guarantor Party shall extend to all amounts that constitute part of the Guaranteed Obligations and
would be owed by any other Grantor to any Secured Party under or in respect of the Indenture or
this Agreement but for the fact that they are unenforceable or not
allowable due to the existence of a bankruptcy, reorganization, examination or similar
proceeding involving such other Grantor.




          Section 8.02.    Contribution. Subject to Sections 8.03 and 8.09, each Guarantor Party hereby
unconditionally agrees that in the event any payment shall be required to be made to any Secured
Party under this Article 8, such Guarantor Party in its capacity as such will contribute, to the
maximum extent permitted by law, such amounts to each other Guarantor Party so as to maximize the
aggregate amount paid to the Secured Parties under or in respect of the Indenture or this
Agreement.




          Section 8.03.    Guaranty Absolute. Subject to Section 8.09, each Guarantor Party guarantees
that its Guaranteed Obligations will be paid in accordance with the terms of the Indenture or this
Agreement, regardless of any law, regulation or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of any Secured Party with respect thereto.
The Guaranteed Obligations of each Guarantor Party under or in respect of this Article 8 are
independent of the Guaranteed Obligations or any other Secured Obligations of any other Grantor
under or in respect of the Indenture or this Agreement, and a separate action or actions may be
brought and prosecuted against each Guarantor Party to enforce this Article 8,




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irrespective of
whether any action is brought against any other Grantor or whether any other Grantor is joined in
any such action or actions. The liability of each Guarantor Party under this Article 8 shall be
irrevocable, absolute and unconditional, and each Guarantor Party hereby irrevocably waives any
defenses (other than payment in full of the Guaranteed Obligations) it may now have or hereafter
acquire in any way relating to, any or all of the following:




                    (a)        any lack of validity or enforceability of the Indenture or any agreement or instrument
relating thereto;



                    (b)        any change in the time, manner or place of payment of, or in any other term of, all or any
of its Guaranteed Obligations or any other Secured Obligations of any other Grantor under or in
respect of the Indenture or this Agreement, or any other amendment or waiver of or any consent to
departure from the Indenture or this Agreement, including, any increase in its Guaranteed
Obligations resulting from the extension of additional credit to any Grantor or any of its
Subsidiaries or otherwise;



                    (c)        any taking, exchange, release or non-perfection of security interest in or Lien on any
Collateral or any other collateral, or any taking, release or amendment or waiver of, or consent to
departure from, any other guaranty, for all or any of its Guaranteed Obligations;



                    (d)        any manner of application of Collateral or any other collateral, or proceeds thereof, to
all or any of its Guaranteed Obligations, or any manner of sale or other disposition of any
Collateral or any other collateral for all or any of its Guaranteed Obligations or any other
Secured Obligations of any Grantor under the Indenture or this Agreement or any other assets of any
Grantor or any of its Subsidiaries;



                    (e)        any change, restructuring or termination of the corporate structure or existence of any
Grantor or any of its Subsidiaries;



                    (f)        any failure of any Secured Party to disclose to any Grantor any information relating to
the business, condition (financial or otherwise), operations, performance, properties or prospects
of any other Grantor now or hereafter known to such Secured Party (each Guarantor Party waiving any
duty on the part of the Secured Parties to disclose such information);



                    (g)        the failure of any other Person to execute or deliver any other guaranty or agreement or
the release or reduction of liability of any other guarantor or surety with respect to its
Guaranteed Obligations; or



                    (h)        any other circumstance or any existence of or reliance on any representation by any
Secured Party that might otherwise constitute a defense available to, or a discharge of, any
Grantor or any other guarantor or surety other than satisfaction in full of the Guaranteed
Obligations.



          This Article 8 shall continue to be effective or be reinstated, as the case may be, if at any
time any payment of any of such Guarantor Party’s Guaranteed Obligations is rescinded or must
otherwise be returned by any Secured Party or any other Person upon the insolvency, bankruptcy or
reorganization of any Grantor or otherwise, all as though such payment had not been made.




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          In furtherance of the foregoing and without limiting the generality thereof, each Guarantor
Party agrees as follows:




                                 (i)        the obligation pursuant to this Article 8 is a guaranty of payment when due and not of
collectability, and is a primary obligation of each Guarantor Party and not merely a contract of
surety;



                                 (ii)        the Security Trustee may enforce the Guaranteed Obligations upon the occurrence of an
Event of Default notwithstanding the existence of any dispute between the Issuer and any Secured
Party with respect to the existence of such Event of Default;



                                 (iii)        the obligations of each Guarantor Party hereunder are independent of the obligations of
the Issuer and the obligations of any other guarantor (including any other Guarantor Party) of the
obligations of the Issuer, and a separate action or actions may be brought and prosecuted against
such Guarantor Party whether or not any action is brought against the Issuer or any of such other
guarantors and whether or not the Issuer is joined in any such action or actions;



                                 (iv)        payment by any Guarantor Party of a portion, but not all, of the Guaranteed Obligations
shall in no way limit, affect, modify or abridge any Guarantor Party’s liability for any portion of
the Guaranteed Obligations which has not been paid. Without limiting the generality of the
foregoing, if the Security Trustee is awarded a judgment in any suit brought to enforce any
Guarantor Party’s covenant to pay a portion of the Guaranteed Obligations, such judgment shall not
be deemed to release such Guarantor Party from its covenant to pay the portion of the Guaranteed
Obligations that is not the subject of such suit, and
such judgment shall not, except to the extent satisfied by such Guarantor Party, limit,
affect, modify or abridge any other Guarantor Party’s liability hereunder in respect of the
Guaranteed Obligations;



                                 (v)        any Secured Party, upon such terms as it deems appropriate, without notice or demand and
without affecting the validity or enforceability hereof or giving rise to any reduction,
limitation, impairment, discharge or termination of any Guarantor Party’s liability hereunder, from
time to time may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise
change the time, place, manner or terms of payment of the Guaranteed Obligations; (ii) settle,
compromise, release or discharge, or accept or refuse any offer of performance with respect to, or
substitutions for, the Guaranteed Obligations or any agreement relating thereto and/or subordinate
the payment of the same to the payment of any other obligations; (iii) request and accept other
guaranties of the Guaranteed Obligations and take and hold security for the payment hereof or the
Guaranteed Obligations; (iv) release, surrender, exchange, substitute, compromise, settle, rescind,
waive, alter, subordinate or modify, with or without consideration, any security for payment of the
Guaranteed Obligations, any other guaranties of the Guaranteed Obligations, or any other obligation
of any Person (including any other Guarantor Party) with respect to the Guaranteed Obligations;
(v) enforce and apply any security now or hereafter held by or for the benefit of such Secured
Party in respect hereof or the Guaranteed Obligations and direct the order or manner of sale
thereof, or exercise any other right or remedy that such Secured Party may have against any such
security, in each case as such Secured Party in its discretion may determine consistent herewith
and any Security Document



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including foreclosure on any such security pursuant to one or more
judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially
reasonable, and even though such action operates to impair or extinguish any right of reimbursement
or subrogation or other right or remedy of any Guarantor Party against any other creditor or any
security for the Guaranteed Obligations; and (vi) exercise any other rights available to it under
the Indenture or this Agreement; and



                                 (vi)        this Article 8 and the obligations of Guarantor Parties hereunder shall be valid and
enforceable and shall not be subject to any reduction, limitation, impairment, discharge or
termination for any reason (other than as provided in Section 8.09 or by payment in full of the
Guaranteed Obligations), including the occurrence of any of the following, whether or not any
Guarantor Party shall have had notice or knowledge of any of them: (i) any failure or omission to
assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by
order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or
demand or any right, power or remedy (whether arising under the Indenture or this Agreement, at
law, in equity or otherwise) with respect to the Guaranteed Obligations or any agreement relating
thereto, or with respect to any other guaranty of or security for the payment of the Guaranteed
Obligations; (ii) any rescission, waiver, amendment or modification of, or any consent to departure
from, any of the terms or provisions (including provisions relating to events of default) hereof,
any of the Indenture or this Agreement or any agreement or instrument executed pursuant thereto, or
of any other guaranty or security for the Guaranteed Obligations, in each case whether or not in
accordance with the terms hereof or the Indenture or any agreement relating to such other guaranty
or security; (iii) the Guaranteed Obligations, or any agreement relating thereto, at any time being
found to be illegal, invalid or unenforceable in any respect; (iv) the application of payments
received from any source (other than payments received
pursuant to the Indenture or this Agreement or from the proceeds of any security for the
Guaranteed Obligations, except to the extent such security also serves as collateral for
indebtedness other than the Guaranteed Obligations) to the payment of indebtedness other than the
Guaranteed Obligations, even though any Secured Party might have elected to apply such payment to
any part or all of the Guaranteed Obligations; (v) any Secured Party’s consent to the change,
reorganization or termination of the corporate structure or existence of the Issuer and any of its
Subsidiaries and to any corresponding restructuring of the Guaranteed Obligations; (vi) any failure
to perfect or continue perfection of a security interest in any collateral which secures any of the
Guaranteed Obligations; (vii) any defenses, set-offs or counterclaims which the Issuer may allege
or assert against any Secured Party in respect of the Guaranteed Obligations, including failure of
consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and
satisfaction and usury; and (viii) any other act or thing or omission, or delay to do any other act
or thing, which may or might in any manner or to any extent vary the risk of any Guarantor Party as
an obligor in respect of the Guaranteed Obligations.



          Section 8.04.    Waiver and Acknowledgments.




                    (a)        Each Guarantor Party hereby waives promptness, diligence, notice of acceptance,
presentment, demand for performance, notice of nonperformance, default, acceleration, protest or
dishonor and any other notice with respect to any of its Guaranteed Obligations and this Article 8
and any requirement that any Secured Party protect, secure, perfect



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or insure any Lien or any
property subject thereto or exhaust any right or take any action against any Grantor or any other
Person or any Collateral.



                    (b)        Each Guarantor Party hereby unconditionally and irrevocably waives any right to revoke
this Article 8 and acknowledges that this Article 8 is continuing in nature and applies to all of
its Guaranteed Obligations, whether existing now or in the future.



                    (c)        Each Guarantor Party hereby unconditionally and irrevocably waives any defense (i) arising
by reason of any claim or defense based upon an election of remedies by any Secured Party that in
any manner impairs, reduces, releases or otherwise adversely affects the subrogation,
reimbursement, exoneration, contribution or indemnification rights of such Guarantor Party or other
rights of such Guarantor Party to proceed against any of the other Issuer Parties, any other
guarantor or any other Person or any Collateral; (ii) any defense based on any right of set-off or
counterclaim against or in respect of the Guaranteed Obligations of such Guarantor Party under this
Article 8; (iii) arising by reason of the incapacity, lack of authority or any disability or other
defense of the Issuer or any other Guarantor Party including any defense based on or arising out of
the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or
instrument relating thereto or by reason of the cessation of the liability of the Issuer or any
other Guarantor Party from any cause other than payment in full of the Guaranteed Obligations; (iv)
based upon any statute or rule of law which provides that the obligation of a surety must be
neither larger in amount nor in other respects more burdensome than that of the principal; (v)
based upon any Secured Party’s errors or omissions in the administration of the Guaranteed
Obligations, except behavior which amounts to bad faith; (vi) based on any principles or provisions
of law, statutory or otherwise, which are or might be in
conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s
obligations hereunder; (vii) based on the benefit of any statute of limitations affecting such
Guarantor’s liability hereunder or the enforcement hereof; (viii) promptness, diligence and any
requirement that any Secured Party protect, secure, perfect or insure any security interest or lien
or any property subject thereto; and (ix) any defenses or benefits that may be derived from or
afforded by law which limit the liability of or exonerate guarantors or sureties, or which may
conflict with the terms hereof.



                    (d)        Each Guarantor Party hereby unconditionally and irrevocably waives any duty on the part of
any Secured Party to disclose to such Guarantor Party any matter, fact or thing relating to the
business, condition (financial or otherwise), operations, performance, properties or prospects of
any other Grantor or any of its Subsidiaries now or hereafter known by such Secured Party.



                    (e)        Each Guarantor Party acknowledges that it will receive substantial direct and indirect
benefits from the financing arrangements contemplated by the Indenture or this Agreement and that
the waivers set forth in this Article 8 are knowingly made in contemplation of such benefits.



          Section 8.05.    Subrogation.




          Each Guarantor Party hereby unconditionally and irrevocably agrees not to exercise any rights
that it may now have or hereafter acquire against any other Grantor or any other insider




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guarantor
that arise from the existence, payment, performance or enforcement of such Guarantor Party’s
Guaranteed Obligations under or in respect of the Indenture or this Agreement, including, any right
of subrogation, reimbursement, exoneration, contribution or indemnification and any right to
participate in any claim or remedy of any Secured Party against any other Grantor or any other
insider guarantor or any Collateral, whether or not such claim, remedy or right arises in equity or
under contract, statute or common law, including the right to take or receive from any other
Grantor or any other insider guarantor, directly or indirectly, in cash or other property or by
set-off or in any other manner, payment or security on account of such claim, remedy or right,
unless and until all of such Guarantor Party’s Guaranteed Obligations and all other amounts payable
under this Article 8 shall have been paid in full in cash, it being understood that payments in
respect of inter-company advances and dividends, exclusively among the Grantors are not prohibited
under this Section 8.05 unless an Event of Default has occurred and is continuing. If any amount
shall be paid to any Guarantor Party in violation of the immediately preceding sentence at any time
prior to the payment in full in cash of the Guaranteed Obligations and all other amounts payable
under this Article 8, such amount shall be received and held in trust for the benefit of the
Secured Parties, shall be segregated from other property and funds of such Guarantor Party and
shall forthwith be paid or delivered to the Security Trustee in the same form as so received (with
any necessary endorsement or assignment) to be credited and applied to such Guarantor Party’s
Guaranteed Obligations and all other amounts payable by it under this Article 8, whether matured or
unmatured, in accordance with the terms of the Indenture or this Agreement, or to be held as
Collateral for any of such Guarantor Party’s Guaranteed Obligations or other amounts payable by it
under this Article 8 thereafter arising. If all of the Guaranteed Obligations and all other
amounts payable under this Article 8 shall have been paid in full in
cash, the Secured Parties will, at any Guarantor Party’s request and expense, execute and
deliver to such Guarantor Party appropriate documents, without recourse and without representation
or warranty, necessary to evidence the transfer by subrogation to such Guarantor Party of an
interest in the Guaranteed Obligations resulting from such payment made by such Guarantor Party
pursuant to this Article 8.




          Section 8.06.    No Waiver; Remedies.




          No failure on the part of the Security Trustee to exercise, and no delay in exercising, any
right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any
right hereunder preclude any other or further exercise thereof or the exercise of any other right.
The remedies herein provided are cumulative and not exclusive of any remedies provided by law.




          Section 8.07.    Continuing Guaranty.




          This Article 8 is a continuing guaranty and shall remain in full force and effect until the
payment in full in cash of the Guaranteed Obligations and all other amounts payable under this
Article 8, and (b) inure to the benefit of and be enforceable by the Security Trustee on behalf of
the Secured Parties and its permitted successors, transferees and assigns. No Guarantor Party
shall have the right to assign its rights hereunder or any interest herein without the prior
written consent of the Security Trustee.




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          Section 8.08.    Subordination of Certain Intercompany Indebtedness.




          Each Guarantor Party hereby agrees that any obligations owed by it to another Grantor shall be
subordinated to the Guaranteed Obligations of such Guarantor Party and that any indebtedness owed
to it by another Grantor shall be subordinated to the Guaranteed Obligations of such other Grantor,
it being understood that such Guarantor Party or such other Grantor, as the case may be, may make
payments on such intercompany indebtedness and dividends unless an Event of Default has occurred
and is continuing.




          Section 8.09.    Limit of Liability.




                    (a)        Each Guarantor Party shall be liable only for Guaranteed Obligations aggregating up to the
largest amount that would not render its Guaranteed Obligations hereunder subject to avoidance
under Section 548 of the United States Bankruptcy Code or any comparable provision of any other
applicable law.



                    (b)        In the event that the direct or indirect assets of any Grantor are insufficient to pay in
full all claims made by the Secured Parties in respect of Guaranteed Obligations of such Grantor,
then the Secured Parties shall have no further claim against such Grantor with respect to its
Guaranteed Obligations for amounts that exceed its direct or indirect assets at such time.



                    (c)        Without limiting the foregoing, the guarantees, obligations, liabilities and undertakings
granted by any Grantor (other than the Issuer) organized under the laws of France or any other
jurisdiction with similar laws under this Agreement and the Indenture shall, for each relevant
financial year, be, in any and all cases, strictly limited to 90% of the annual net margin
generated by such Grantor or Grantors in connection with back-to-back leasing activities between it
and the Issuer with respect to the lease of Pool Aircraft.



ARTICLE IX




MISCELLANEOUS



          Section 9.01.    Amendments; Waivers; Etc. (a) No amendment or waiver of any provision of this
Agreement shall in any event be effective unless the same shall be in writing and signed by the
Security Trustee and each other applicable party hereto. No failure on the part of the Security
Trustee to exercise, and no delay in exercising, any right hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any such right preclude any other or further
exercise thereof or the exercise of any other right. The Security Trustee may, but shall have no
obligation to, execute and deliver any amendment or modification which would affect its duties,
powers, rights, immunities or indemnities hereunder.




                    (b)        Upon the execution and delivery by any Person of a Grantor Supplement, (i) such Person
shall be referred to as an “Additional Grantor” and shall be and become a Grantor hereunder, and
each reference in this Agreement to “Grantor” shall also mean and be a reference to such Additional
Grantor, (ii) Annexes I, II, III and IV attached to each Grantor Supplement shall be incorporated
into, become a part of and supplement Schedules I, II, III and IV, respectively, and the Security
Trustee may attach such Annexes as supplements to such Schedules; and each reference to such
Schedules shall be a reference to such Schedules as so



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supplemented and (iii) such Additional
Grantor shall be a Grantor for all purposes under this Agreement and shall be bound by the
obligations of the Grantors hereunder.



                    (c)        Upon the execution and delivery by a Grantor of a Collateral Supplement, Annexes I and II
to each Collateral Supplement shall be incorporated into, become a part of and supplement Schedules
I and II, respectively, and the Security Trustee may attach such Annexes as supplements to such
Schedules; and each reference to such Schedules shall be a reference to such Schedules as so
supplemented.



                    (d)        The Security Trustee shall, upon receipt of an Officers’ Certificate and an Opinion of
Counsel, enter into an Intercreditor Agreement, and other related agreements (in form and substance
reasonably satisfactory to the Security Trustee) in connection with Junior Lien Debt permitted
hereunder with the holders thereof or the representative of the holders of such indebtedness.



          Section 9.02.    Addresses for Notices. All notices and other communications
provided for hereunder shall be in writing (including telecopier and electronic mail) and
telecopied, emailed or delivered to the intended recipient at its address specified, as follows:




          For each Grantor:



International Lease Finance Corporation

10250 Constellation Blvd.

Suite 3400

Los Angeles, CA 90067

Attention: Treasurer with a copy to the General Counsel

Facsimile: (310) 788-1990

Telephone: (310) 788-1999




          For the Security Trustee:



Wells Fargo Bank Northwest, N.A.

299 South Main Street, 12th floor

Salt Lake City, Utah 84111

Attention: Corporate Lease Group

Fax: (801) 246-5053



or, as to each party, at such other address as shall be designated by such party in a written
notice to each other party complying as to delivery with the terms of this Section 9.02. Each such
notice shall be effective (a) on the date personally delivered to an authorized officer of the
party to which sent, or (b) on the date transmitted by legible telecopier or electronic mail
transmission with a confirmation of receipt.




          Section 9.03.    No Waiver; Remedies. No failure on the part of the Security Trustee to
exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise of any right hereunder preclude any other or further exercise
thereof or the exercise of any other right. The remedies herein provided are cumulative and not
exclusive of any remedies provided by law.




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          Section 9.04.    Severability. If any provision of this Agreement shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions hereof shall
not in any way be affected or impaired.




          Section 9.05.    Continuing Security Interest; Assignments. Subject to Section 9.06, this
Agreement shall create a continuing security interest in the Collateral and shall (a) remain in
full force and effect until the earliest of (i) the redemption in full in cash of the Securities
then Outstanding as provided in the Indenture, (ii) defeasance of the Outstanding Securities as and
to the extent provided in the Indenture or (iii) no Securities being Outstanding as provided in the
Indenture, (b) be binding upon each Grantor, its successors and assigns and (c) inure, together
with the rights and remedies of the Security
Trustee hereunder, to the benefit of the Secured Parties and their respective successors,
permitted transferees and permitted assigns.




          Section 9.06.    Release and Termination. (a) Upon any sale, lease, transfer or other
disposition or removal from the Designated Pool of any Pool Aircraft or other item of Collateral in
accordance with the terms of this Agreement (including the assets of and the equity Interests in
any Owner Trust, SPC or Intermediate Lessee), such item of Collateral and all related Collateral
will be deemed released from the Lien hereof, and the Security Trustee will, at such Grantor’s
expense, execute and deliver to the Grantor of such item of Collateral and all related Collateral
such documents as such Grantor shall reasonably request and provide to the Security Trustee to
evidence the release of such item of Collateral and all related Collateral from the assignment and
security interest granted hereby, and to the extent that (A) the Security Trustee’s consent is
required for any deregistration of the interests in such released Collateral from the International
Registry or other registry or (B) the Security Trustee is required to initiate any such
deregistration, the Security Trustee shall ensure that such consent or such initiation of such
deregistration is effected.




                    (b)        Upon the occurrence of an event described in clause (i), (ii) or (ii) of Section 9.05(a)
above, the pledge, assignment and security interest granted by Section 2.01 hereof shall terminate,
the Security Trustee shall cease to be a party to this Agreement, and all provisions of this
Agreement (except for Section 7.01 or this Section 9.06(b)) relating to the Secured Obligations,
the Lien hereof, the Secured Parties or the Security Trustee shall cease to be of any effect. Upon
any such termination, the Security Trustee will, at the relevant Grantor’s expense, execute and
deliver to each relevant Grantor such documents as such Grantor shall prepare and reasonably
request to evidence such termination.



                    (c)        If, prior to the termination of this Agreement, the Security Trustee ceases to be the
Security Trustee in accordance with the definition of “Security Trustee” in Section 6.01, all
certificates, instruments or other documents being held by the Security Trustee at such time shall,
within five (5) Business Days from the date on which it ceases to be the Security Trustee, be
delivered to the successor Security Trustee.



          Section 9.07.    Currency Conversion. If any amount is received or recovered by the Security
Trustee in a currency (the “Received Currency”) other than the currency in which such amount was
expressed to be payable (the “Agreed Currency”), then the amount in the Received Currency actually
received or recovered by the Security Trustee, to the extent permitted by law, shall only
constitute a discharge of the relevant Grantor to the extent of the amount of the Agreed




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Currency
which the Security Trustee was or would have been able in accordance with its or his normal
procedures to purchase on the date of actual receipt or recovery (or, if that is not practicable,
on the next date on which it is so practicable), and, if the amount of the Agreed Currency which
the Security Trustee is or would have been so able to purchase is less than the amount of the
Agreed Currency which was originally payable by the relevant Grantor, such Grantor shall pay to the
Security Trustee for the benefit of the Secured Parties such amount as it shall determine to be
necessary to indemnify the Security Trustee and the Secured Parties against any loss sustained by
it as a result (including the cost of making any such purchase and
any premiums, commissions or other charges paid or incurred in connection therewith) and so
that, to the extent permitted by law, (i) such indemnity shall constitute a separate and
independent obligation of each Grantor distinct from its obligation to discharge the amount which
was originally payable by such Grantor and (ii) shall give rise to a separate and independent cause
of action and apply irrespective of any indulgence granted by the Security Trustee and continue in
full force and effect notwithstanding any judgment, order, claim or proof for a liquidated amount
in respect of the amount originally payable by any Grantor or any judgment or order and no proof or
evidence of any actual loss shall be required.




          Section 9.08.    Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.




          Section 9.09.    Jurisdiction; Consent to Service of Process. (a) To the extent permitted by
applicable law, each party hereby irrevocably and unconditionally submits, for itself and its
property, to the non-exclusive jurisdiction of any New York State court or federal court of the
United States of America sitting in New York County, and any appellate court from any thereof, in
any action or proceeding arising out of or relating to this Agreement or the other Security
Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby
irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding
may be heard and determined in such New York State or, to the extent permitted by law, in such
federal court. Each of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law. Nothing in this Agreement shall affect any right that any
Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or
the other Security Documents against any Grantor or its properties in the courts of any
jurisdiction.




                    (b)        Each party hereby irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, 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 Agreement or the other
Security Documents in any New York State or federal court. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to
the maintenance of such action or proceeding in any such court.



                    (c)        Each party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 9.02. Nothing in this Agreement will affect the right of any party
to this Agreement to serve process in any other manner permitted by law.



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          Section 9.10.    Counterparts. This Agreement may be executed in counterparts (and by different
parties hereto on different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement and the Indenture
constitute the entire contract among the parties relating to the subject matter hereof and
supersede any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof. This Agreement (i) will become effective when the
Security Trustee and the Issuer shall have received counterparts hereof that, when taken together,
bear the signatures of each of the parties hereto and (ii) thereafter will be binding upon and
inure to the benefit of the parties hereto and their respective successors and assigns. Delivery
of an executed counterpart of a signature page of this Agreement by telecopy or electronic mail
will be effective as delivery of a manually executed counterpart of this Agreement.




          Section 9.11.    Table of Contents, Headings, Etc. The Table of Contents and headings of the
Articles and Sections of this Agreement have been inserted for convenience of reference only, are
not to be considered a part hereof and shall in no way modify or restrict any of the terms and
provisions hereof.




          Section 9.12.    Non-Invasive Provisions. (a) Notwithstanding any other provision of this
Agreement, the Security Trustee agrees that, so long as no acceleration of any series of Securities
is in existence, not to take any action or cause to be taken any action, or permit any person
claiming by, through or on behalf of it to take any action or cause any action, that would
interfere with the possession, use, operation and quiet enjoyment of and other rights with respect
to any Pool Aircraft or Collateral related thereto and all rents, revenues, profits and income
therefrom, including the right to enforce manufacturers’ warranties, the right to apply or obtain
insurance proceeds for damage to the Pool Aircraft to the repair or replacement of the Pool
Aircraft or otherwise to the extent not required to be deposited as cash Collateral hereunder and
the right to engage in pooling, leasing and similar actions, in each case in accordance with the
terms of this Agreement.




                    (b)        Notwithstanding any other provision of this Agreement, the Security Trustee agrees, so
long as no “Event of Default” (or similar term) under a Lease (as defined in such Lease) shall have
occurred and be continuing and as otherwise provided in any Lease, not to take any action or cause
to be taken any action, or permit any person claiming by, through or on behalf of it to take any
action or cause any action, that would interfere with the possession, use, operation and quiet
enjoyment of and other rights of the Lessee with respect to any Pool Aircraft or Collateral related
thereto and all rents, revenues, profits and income therefrom, including, the right to enforce
manufacturers’ warranties, the right to apply or obtain insurance proceeds for damage to the Pool
Aircraft to the repair of the Pool Aircraft or otherwise as provided in such Lease and the right to
engage in pooling, leasing and similar actions, in each case in accordance with the terms of such
Lease.



                    (c)        The Security Trustee agrees to release any Lien the Security Trustee may have upon any
Engine upon (i) a Grantor providing the Security Trustee with written notice of a transfer thereof
promptly after receipt of a notice thereof from the relevant Lessee and with a copy of the bill of
sale or other instrument evidencing the transfer of title of such replacement Engine to a Grantor,
(ii) in the case of the transfer of title to an Engine initiated by a Grantor, the Grantor
providing the Security Trustee with a certificate of such transfer and a copy of the bill of



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sale
or other instrument evidencing the transfer of title of a replacement Engine to a Grantor, or (iii)
upon the total loss payment or Security redemption payment being received (or Replacement Aircraft
being provided) in a case where the Airframe, but not such Engine, was the subject of an
Event of Loss; provided that, for the avoidance of doubt, the Security Trustee shall not
release any Lien upon an engine that is not replaced by a Grantor or a Lessee, unless such Engine
is associated with an aircraft that was subject to an Event of Loss or otherwise removed from the
Designated Pool. The Issuer shall at the request of the Security Trustee execute a supplement to
this Agreement to evidence that any such replacement engine has become subject to the Lien of this
Agreement and the Security Trustee shall, at the request of the Issuer, execute a supplement to
this Agreement to evidence the release of the applicable Engine from the Lien of the Security
Trustee.



                    (d)        The Security Trustee, on behalf of each Secured Party, agrees that it will not claim, and
upon the request of the Issuer, the Security Trustee will confirm in writing that it does not
claim, any right, title or interest in any engine or part (including any audio, visual, telephonic,
seating, entertainment or similar equipment) that is installed on a Pool Aircraft which does not
constitute an “engine” or “part” as defined in the applicable Lease.



                    (e)        For the avoidance of doubt, the Security Trustee agrees that the Issuer or an Intermediate
Lessee may from time to time lease out an engine that is part of a Pool Aircraft or lease in an
engine that is not part of a Pool Aircraft as it determines in accordance with Leasing Company
Practice.



                    (f)        The Security Trustee shall, from time to time upon the request of the Issuer, provide a
quiet enjoyment letter or agreement (in the substance of Section 9.12(b) or as otherwise agreed
with the Issuer or in the form provided for in the applicable Lease) relating to each Lease of each
Aircraft that will be a Pool Aircraft.



          Section 9.13.    Limited Recourse. (a) In the event that the direct or indirect assets of the
Grantors (other than the Issuer) are insufficient, after payment of all other claims, if any,
ranking in priority to the claims of the Security Trustee or any Secured Party hereunder, to pay in
full such claims of the Security Trustee or such Secured Party (as the case may be), then the
Security Trustee or the Secured Party shall have no further claim against the Grantors (other than
the Issuer) in respect of any such unpaid amounts.




                    (b)        To the extent permitted by applicable law, no recourse under any obligation, covenant or
agreement of any party contained in this Agreement shall be had against any shareholder (not
including any Grantor as a shareholder of any other Grantor hereunder), officer or director of the
relevant party as such, by the enforcement of any assessment or by any proceeding, by virtue of any
statute or otherwise; it being expressly agreed and understood that this Agreement is a corporate
obligation of the relevant party and no personal liability shall attach to or be incurred by the
shareholders (not including any Grantor as a shareholder of any other Grantor hereunder), officers
or directors of the relevant party as such, or any of them under or by reason of any of the
obligations, covenants or agreements of such relevant party contained in this Agreement, or implied
therefrom, and that any and all personal liability for breaches by such party of any of such
obligations, covenants or agreements, either at law or by statute or constitution, of every such
shareholder (not including any Grantor as a shareholder of any other



- 61 -









 







Grantor hereunder), officer or
director is hereby expressly waived by the other parties as a condition of and consideration for
the execution of this Agreement.



                    (c)        The guarantees, obligations, liabilities and undertakings granted by any Grantor organized
under the laws of France or a similar jurisdiction under this Agreement and the other Security
Documents shall, for each relevant financial year, be, in any and all cases, strictly limited to
90% of the annual net margin generated by such Grantor or Grantors in connection with back-to-back
leasing activities between it and the Issuer with respect to the lease of Pool Aircraft.



[The Remainder of this Page is Intentionally Left Blank]






- 62 -









 








          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by its representative or officer thereunto duly authorized as of the date first above
written.




	 	 	 	 	 	 	 
	 	 	INTERNATIONAL LEASE FINANCE
 CORPORATION	 	 
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Brian M. Monkarsh
	 	 	 	 	 	 	 
	 	 	 	 	Name: Brian M. Monkarsh
	 	 	 	 	Title: Senior Vice President and General

         Counsel
	 
	 	 	 	 	 	 
	 	 	SIGNED AND DELIVERED AS A DEED	 	 
	 	 	For and on behalf of ILFC IRELAND LIMITED	 	 
	 	 	By its duly appointed attorney:	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Niall Sommerville	 	 
	 
	 	 	 	 	 	 
	 	 	In the presence of:  Niall Sommerville	 	 
	 	 	Attorney
	 	 
	 
	 	 	 	 	 	 
	 	 	Witness Signature: /s/ Ciara Russell	 	 
	 	 	Witness Name: Ciara Russell	 	 
	 	 	Witness Address: IFSC, North Wall Quay, Dublin	 	 
	 	 	Witness Occupation: Solicitor	 	 
	 
	 	 	 	 	 	 
	 	 	ILFC (BERMUDA) III, LTD.	 	 
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Alan H. Lund
	 

	 	 	 	 	 	 
	 	 	 	 	Name: Alan H. Lund
	 	 	 	 	Title: Director
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK NORTHWEST,	 	 
	 	 	NATIONAL ASSOCIATION not in its individual	 	 
	 	 	capacity but solely as the Security Trustee	 	 
	 
	 	 	 	 	 	 
	 	 	By:	 	/s/ Val T. Orton
	 	 	 	 	 	 	 
	 	 	 	 	Name: Val T. Orton
	 	 	 	 	Title: Vice President







- 63 -











 





SCHEDULE I

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




AIRCRAFT OBJECTS





-64-









 








SCHEDULE I

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




AIRCRAFT OBJECTS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	Airframe	 	 	Airframe	 	 	Airframe	 	 	Engine Manufacturer	 	 	Engine MSNs	 
	 	 	 	 	Manufacturer	 	 	Model	 	 	MSN	 	 	and Model	 	 	 	 
	 
	1

	 
	 
	Airbus
	 
	 
	A310-300
	 
	 
	642
	 
	 
	PW4156A
	 
	 
	P724567, P724568
	 

	 
	2

	 
	 
	Airbus
	 
	 
	A319-100
	 
	 
	1223
	 
	 
	IAE V2524-A5
	 
	 
	V10719, V10773
	 

	 
	3

	 
	 
	Airbus
	 
	 
	A319-100
	 
	 
	1281
	 
	 
	IAE V2524-A5
	 
	 
	V10778, V10779
	 

	 
	4

	 
	 
	Airbus
	 
	 
	A319-100
	 
	 
	1463
	 
	 
	IAE V2524-A5
	 
	 
	V10933, V10936
	 

	 
	5

	 
	 
	Airbus
	 
	 
	A319-100
	 
	 
	1630
	 
	 
	CFM56-5B6/P
	 
	 
	575298, 575299
	 

	 
	6

	 
	 
	Airbus
	 
	 
	A319-100
	 
	 
	1805
	 
	 
	CFM56-5B6/P
	 
	 
	575466, 575467
	 

	 
	7

	 
	 
	Airbus
	 
	 
	A319-100
	 
	 
	2198
	 
	 
	CFM56-5B5/P
	 
	 
	575780, 575783
	 

	 
	8

	 
	 
	Airbus
	 
	 
	A319-100
	 
	 
	2209
	 
	 
	CFM56-5B5/P
	 
	 
	575776, 575795
	 

	 
	9

	 
	 
	Airbus
	 
	 
	A319-100
	 
	 
	2371
	 
	 
	IAE V2524-A5
	 
	 
	V11835, V11836
	 

	 
	10

	 
	 
	Airbus
	 
	 
	A319-100
	 
	 
	2396
	 
	 
	IAE V2524-A5
	 
	 
	V11860, V11862
	 

	 
	11

	 
	 
	Airbus
	 
	 
	A319-100
	 
	 
	2406
	 
	 
	CFM56-5B5/P
	 
	 
	577206, 577210
	 

	 
	12

	 
	 
	Airbus
	 
	 
	A319-100
	 
	 
	2408
	 
	 
	IAE V2524-A5
	 
	 
	V11865, V11866
	 

	 
	13

	 
	 
	Airbus
	 
	 
	A319-100
	 
	 
	2424
	 
	 
	IAE V2524-A5
	 
	 
	V11886, V11888
	 

	 
	14

	 
	 
	Airbus
	 
	 
	A319-100
	 
	 
	2426
	 
	 
	IAE V2524-A5
	 
	 
	V11890, V11892
	 

	 
	15

	 
	 
	Airbus
	 
	 
	A319-100
	 
	 
	2433
	 
	 
	IAE V2524-A5
	 
	 
	V11893, V11896
	 

	 
	16

	 
	 
	Airbus
	 
	 
	A319-100
	 
	 
	2435
	 
	 
	IAE V2524-A5
	 
	 
	V11895, V11902
	 

	 
	17

	 
	 
	Airbus
	 
	 
	A319-100
	 
	 
	2448
	 
	 
	CFM56-5B5/P
	 
	 
	577242, 577248
	 

	 
	18

	 
	 
	Airbus
	 
	 
	A319-100
	 
	 
	2458
	 
	 
	IAE V2524-A5
	 
	 
	V11927, V11930
	 

	 
	19

	 
	 
	Airbus
	 
	 
	A319-100
	 
	 
	2470
	 
	 
	IAE V2524-A5
	 
	 
	V11942, V11946
	 

	 
	20

	 
	 
	Airbus
	 
	 
	A319-100
	 
	 
	2473
	 
	 
	IAE V2524-A5
	 
	 
	V11950, V11963
	 

	 






-65-









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	Airframe	 	 	Airframe	 	 	Airframe	 	 	Engine Manufacturer	 	 	Engine MSNs	 
	 	 	 	 	Manufacturer	 	 	Model	 	 	MSN	 	 	and Model	 	 	 	 
	 
	21

	 
	 
	Airbus
	 
	 
	A319-100
	 
	 
	2485
	 
	 
	IAE V2524-A5
	 
	 
	V11952, V11965
	 

	 
	22

	 
	 
	Airbus
	 
	 
	A319-100
	 
	 
	2490
	 
	 
	IAE V2524-A5
	 
	 
	V11960, V11971
	 

	 
	23

	 
	 
	Airbus
	 
	 
	A319-100
	 
	 
	2505
	 
	 
	IAE V2524-A5
	 
	 
	V11989, V11991
	 

	 
	24

	 
	 
	Airbus
	 
	 
	A319-100
	 
	 
	2574
	 
	 
	IAE V2524-A5
	 
	 
	V12063, V12067
	 

	 
	25

	 
	 
	Airbus
	 
	 
	A319-100
	 
	 
	2579
	 
	 
	IAE V2524-A5
	 
	 
	V12054, V12056
	 

	 
	26

	 
	 
	Airbus
	 
	 
	A319-100
	 
	 
	2667
	 
	 
	IAE V2524-A5
	 
	 
	V12161, V12163
	 

	 
	27

	 
	 
	Airbus
	 
	 
	A319-100
	 
	 
	2673
	 
	 
	IAE V2524-A5
	 
	 
	V12204, V12239
	 

	 
	28

	 
	 
	Airbus
	 
	 
	A319-100
	 
	 
	2679
	 
	 
	IAE V2524-A5
	 
	 
	V12199, V12207
	 

	 
	29

	 
	 
	Airbus
	 
	 
	A319-100
	 
	 
	2704
	 
	 
	IAE V2524-A5
	 
	 
	V12230, V12232
	 

	 
	30

	 
	 
	Airbus
	 
	 
	A319-100
	 
	 
	2711
	 
	 
	IAE V2524-A5
	 
	 
	V12218, V12225
	 

	 
	31

	 
	 
	Airbus
	 
	 
	A319-100
	 
	 
	2815
	 
	 
	IAE V2524-A5
	 
	 
	V12310, V12320
	 

	 
	32

	 
	 
	Airbus
	 
	 
	A319-100
	 
	 
	2901
	 
	 
	IAE V2524-A5
	 
	 
	V12403, V12405
	 

	 
	33

	 
	 
	Airbus
	 
	 
	A319-100
	 
	 
	2940
	 
	 
	IAE V2524-A5
	 
	 
	V12444, V12453
	 

	 
	34

	 
	 
	Airbus
	 
	 
	A319-100
	 
	 
	2948
	 
	 
	IAE V2524-A5
	 
	 
	V12450, V12485
	 

	 
	35

	 
	 
	Airbus
	 
	 
	A319-100
	 
	 
	2969
	 
	 
	IAE V2524-A5
	 
	 
	V12452, V12469
	 

	 
	36

	 
	 
	Airbus
	 
	 
	A319-100
	 
	 
	2978
	 
	 
	IAE V2524-A5
	 
	 
	V12474, V12478
	 

	 
	37

	 
	 
	Airbus
	 
	 
	A319-100
	 
	 
	3007
	 
	 
	IAE V2524-A5
	 
	 
	V12458, V12496
	 

	 
	38

	 
	 
	Airbus
	 
	 
	A319-100
	 
	 
	3017
	 
	 
	IAE V2524-A5
	 
	 
	V12506, V12512
	 

	 
	39

	 
	 
	Airbus
	 
	 
	A319-100
	 
	 
	3026
	 
	 
	IAE V2524-A5
	 
	 
	V12518, V12537
	 

	 
	40

	 
	 
	Airbus
	 
	 
	A319-100
	 
	 
	3165
	 
	 
	IAE V2524-A5
	 
	 
	V12607, V12632
	 

	 
	41

	 
	 
	Airbus
	 
	 
	A319-100
	 
	 
	3463
	 
	 
	IAE V2524-A5
	 
	 
	V12891, V12893
	 

	 
	42

	 
	 
	Airbus
	 
	 
	A320-200
	 
	 
	525
	 
	 
	CFM56-5A3
	 
	 
	731810, 731830
	 

	 
	43

	 
	 
	Airbus
	 
	 
	A320-200
	 
	 
	551
	 
	 
	IAE V2527-A5
	 
	 
	V10116, V10119
	 

	 






-66-









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	Airframe	 	 	Airframe	 	 	Airframe	 	 	Engine Manufacturer	 	 	Engine MSNs	 
	 	 	 	 	Manufacturer	 	 	Model	 	 	MSN	 	 	and Model	 	 	 	 
	 
	44

	 
	 
	Airbus
	 
	 
	A320-200
	 
	 
	565
	 
	 
	IAE V2527-A5
	 
	 
	V10132, V10149
	 

	 
	45

	 
	 
	Airbus
	 
	 
	A320-200
	 
	 
	573
	 
	 
	IAE V2527-A5
	 
	 
	V10147, V10153
	 

	 
	46

	 
	 
	Airbus
	 
	 
	A320-200
	 
	 
	1110
	 
	 
	IAE V2527-A5
	 
	 
	V10620, V10621
	 

	 
	47

	 
	 
	Airbus
	 
	 
	A320-200
	 
	 
	1156
	 
	 
	IAE V2527-A5
	 
	 
	V10655, V10658
	 

	 
	48

	 
	 
	Airbus
	 
	 
	A320-200
	 
	 
	1452
	 
	 
	IAE V2527-A5
	 
	 
	V10943, V10946
	 

	 
	49

	 
	 
	Airbus
	 
	 
	A320-200
	 
	 
	1917
	 
	 
	IAE V2527-A5
	 
	 
	V11389, V11391
	 

	 
	50

	 
	 
	Airbus
	 
	 
	A320-200
	 
	 
	1924
	 
	 
	CFM56-5B4/P
	 
	 
	575534, 575535
	 

	 
	51

	 
	 
	Airbus
	 
	 
	A320-200
	 
	 
	1949
	 
	 
	CFM56-5B4/P
	 
	 
	575554, 575555
	 

	 
	52

	 
	 
	Airbus
	 
	 
	A320-200
	 
	 
	2149
	 
	 
	IAE V2527-A5
	 
	 
	V11601, V11609
	 

	 
	53

	 
	 
	Airbus
	 
	 
	A320-200
	 
	 
	2158
	 
	 
	CFM56-5B4/P
	 
	 
	575738, 575739
	 

	 
	54

	 
	 
	Airbus
	 
	 
	A320-200
	 
	 
	2166
	 
	 
	CFM56-5B4/P
	 
	 
	575761, 575762
	 

	 
	55

	 
	 
	Airbus
	 
	 
	A320-200
	 
	 
	2171
	 
	 
	CFM56-5B4/P
	 
	 
	575770, 575771
	 

	 
	56

	 
	 
	Airbus
	 
	 
	A320-200
	 
	 
	2182
	 
	 
	CFM56-5B4/P
	 
	 
	575784, 575785
	 

	 
	57

	 
	 
	Airbus
	 
	 
	A320-200
	 
	 
	2193
	 
	 
	IAE V2527-A5
	 
	 
	V11658, V11662
	 

	 
	58

	 
	 
	Airbus
	 
	 
	A320-200
	 
	 
	2199
	 
	 
	CFM56-5B4/P
	 
	 
	575803, 575804
	 

	 
	59

	 
	 
	Airbus
	 
	 
	A320-200
	 
	 
	2278
	 
	 
	CFM56-5B4/P
	 
	 
	575899, 577106
	 

	 
	60

	 
	 
	Airbus
	 
	 
	A320-200
	 
	 
	2349
	 
	 
	CFM56-5B4/P
	 
	 
	577165, 577166
	 

	 
	61

	 
	 
	Airbus
	 
	 
	A320-200
	 
	 
	2422
	 
	 
	IAE V2527-A5
	 
	 
	V11903, V11916
	 

	 
	62

	 
	 
	Airbus
	 
	 
	A320-200
	 
	 
	2430
	 
	 
	IAE V2527-A5
	 
	 
	V11919, V11922
	 

	 
	63

	 
	 
	Airbus
	 
	 
	A320-200
	 
	 
	2708
	 
	 
	CFM56-5B4/P
	 
	 
	577506, 577507
	 

	 
	64

	 
	 
	Airbus
	 
	 
	A320-200
	 
	 
	2743
	 
	 
	CFM56-5B4/P
	 
	 
	577543, 577544
	 

	 
	65

	 
	 
	Airbus
	 
	 
	A320-200
	 
	 
	2770
	 
	 
	CFM56-5B4/P
	 
	 
	577587, 577590
	 

	 
	66

	 
	 
	Airbus
	 
	 
	A320-200
	 
	 
	2899
	 
	 
	CFM56-5B4/P
	 
	 
	577752, 577753
	 

	 






-67-









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	Airframe	 	 	Airframe	 	 	Airframe	 	 	Engine Manufacturer	 	 	Engine MSNs	 
	 	 	 	 	Manufacturer	 	 	Model	 	 	MSN	 	 	and Model	 	 	 	 
	 
	67

	 
	 
	Airbus
	 
	 
	A320-200
	 
	 
	3153
	 
	 
	CFM56-5B4/P
	 
	 
	697294, 697296
	 

	 
	68

	 
	 
	Airbus
	 
	 
	A321-100
	 
	 
	517
	 
	 
	CFM56-5B1/2P
	 
	 
	779148, 779226
	 

	 
	69

	 
	 
	Airbus
	 
	 
	A321-100
	 
	 
	519
	 
	 
	CFM56-5B1/3
	 
	 
	779227, 779317
	 

	 
	70

	 
	 
	Airbus
	 
	 
	A321-100
	 
	 
	535
	 
	 
	CFM56-5B1/2P
	 
	 
	779224, 779287
	 

	 
	71

	 
	 
	Airbus
	 
	 
	A321-200
	 
	 
	2476
	 
	 
	IAE V2533-A5
	 
	 
	V11929, V11931
	 

	 
	72

	 
	 
	Airbus
	 
	 
	A321-200
	 
	 
	2590
	 
	 
	IAE V2533-A5
	 
	 
	V12070, V12072
	 

	 
	73

	 
	 
	Airbus
	 
	 
	A321-200
	 
	 
	2741
	 
	 
	IAE V2533-A5
	 
	 
	V12273, V12275
	 

	 
	74

	 
	 
	Airbus
	 
	 
	A321-200
	 
	 
	2759
	 
	 
	IAE V2533-A5
	 
	 
	V12291, V12293
	 

	 
	75

	 
	 
	Airbus
	 
	 
	A321-200
	 
	 
	2767
	 
	 
	IAE V2533-A5
	 
	 
	V12302, V12304
	 

	 
	76

	 
	 
	Airbus
	 
	 
	A321-200
	 
	 
	2809
	 
	 
	IAE V2533-A5
	 
	 
	V12323, V12325
	 

	 
	77

	 
	 
	Airbus
	 
	 
	A321-200
	 
	 
	2936
	 
	 
	IAE V2533-A5
	 
	 
	V12418, V12430
	 

	 
	78

	 
	 
	Airbus
	 
	 
	A330-200
	 
	 
	458
	 
	 
	GE CF6-80E1-A3
	 
	 
	811168, 811169
	 

	 
	79

	 
	 
	Airbus
	 
	 
	A330-200
	 
	 
	462
	 
	 
	Rolls-Royce         TRENT
   
  772B-60


	 
	 
	41224, 41225
	 

	 
	80

	 
	 
	Airbus
	 
	 
	A330-200
	 
	 
	465
	 
	 
	GE CF6-80E1-A3
	 
	 
	811170, 811171
	 

	 
	81

	 
	 
	Airbus
	 
	 
	A330-200
	 
	 
	481
	 
	 
	GE CF6-80E1-A3
	 
	 
	811179, 811180
	 

	 
	82

	 
	 
	Airbus
	 
	 
	A330-200
	 
	 
	501
	 
	 
	Rolls-Royce          TRENT
  
   772B-60


	 
	 
	41230, 41231
	 

	 
	83

	 
	 
	Airbus
	 
	 
	A330-200
	 
	 
	503
	 
	 
	GE CF6-80E1-A3
	 
	 
	811201, 811202
	 

	 
	84

	 
	 
	Airbus
	 
	 
	A330-200
	 
	 
	519
	 
	 
	GE CF6-80E1-A3
	 
	 
	811218, 811219
	 

	 
	85

	 
	 
	Airbus
	 
	 
	A330-200
	 
	 
	584
	 
	 
	GE CF6-80E1-A3
	 
	 
	811248, 811249
	 

	 
	86

	 
	 
	Airbus
	 
	 
	A330-200
	 
	 
	635
	 
	 
	Rolls-Royce          TRENT
  
   772B-60


	 
	 
	41308, 41309
	 

	 
	87

	 
	 
	Airbus
	 
	 
	A330-200
	 
	 
	751
	 
	 
	Rolls-Royce          TRENT
  
   772B-60


	 
	 
	41387, 41388
	 

	 






-68-









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	Airframe	 	 	Airframe	 	 	Airframe	 	 	Engine Manufacturer	 	 	Engine MSNs	 
	 	 	 	 	Manufacturer	 	 	Model	 	 	MSN	 	 	and Model	 	 	 	 
	 
	88

	 
	 
	Airbus
	 
	 
	A330-200
	 
	 
	807
	 
	 
	Rolls-Royce          TRENT

     772B-60


	 
	 
	41425, 41426
	 

	 
	89

	 
	 
	Airbus
	 
	 
	A330-200
	 
	 
	906
	 
	 
	Rolls-Royce          TRENT

     772B-60


	 
	 
	41514, 41515
	 

	 
	90

	 
	 
	Airbus
	 
	 
	A340-600
	 
	 
	453
	 
	 
	Rolls-Royce          TRENT

     556-61


	 
	 
	71040,    
71042,    71050,      71069
	 

	 
	91

	 
	 
	Airbus
	 
	 
	A340-600
	 
	 
	706
	 
	 
	Rolls-Royce     
     TRENT

     556-61


	 
	 
	71342,    
71343,    71344,      71363
	 

	 
	92

	 
	 
	Airbus
	 
	 
	A340-600
	 
	 
	723
	 
	 
	Rolls-Royce          TRENT

     556-61


	 
	 
	71362, 71364, 71365,      71369
	 

	 
	93

	 
	 
	Boeing
	 
	 
	737-300
	 
	 
	28054
	 
	 
	CFM56-3C1
	 
	 
	858825, 858826
	 

	 
	94

	 
	 
	Boeing
	 
	 
	737-400
	 
	 
	25110
	 
	 
	CFM56-3C1
	 
	 
	857807, 857808
	 

	 
	95

	 
	 
	Boeing
	 
	 
	737-400
	 
	 
	26316
	 
	 
	CFM56-3C1
	 
	 
	858177, 859173
	 

	 
	96

	 
	 
	Boeing
	 
	 
	737-700
	 
	 
	28253
	 
	 
	CFM56-7B22
	 
	 
	891284, 891286
	 

	 
	97

	 
	 
	Boeing
	 
	 
	737-700
	 
	 
	28262
	 
	 
	CFM56-7B22
	 
	 
	890962, 890967
	 

	 
	98

	 
	 
	Boeing
	 
	 
	737-700
	 
	 
	29356
	 
	 
	CFM56-7B22
	 
	 
	892110, 892112
	 

	 
	99

	 
	 
	Boeing
	 
	 
	737-700
	 
	 
	29357
	 
	 
	CFM56-7B24
	 
	 
	892238, 893236
	 

	 
	100

	 
	 
	Boeing
	 
	 
	737-700
	 
	 
	29358
	 
	 
	CFM56-7B24
	 
	 
	892276, 892279
	 

	 
	101

	 
	 
	Boeing
	 
	 
	737-700
	 
	 
	29361
	 
	 
	CFM56-7B24
	 
	 
	892350, 893348
	 

	 
	102

	 
	 
	Boeing
	 
	 
	737-700
	 
	 
	29362
	 
	 
	CFM56-7B24
	 
	 
	893383, 893384
	 

	 
	103

	 
	 
	Boeing
	 
	 
	737-700
	 
	 
	29363
	 
	 
	CFM56-7B22
	 
	 
	890649, 891646
	 

	 
	104

	 
	 
	Boeing
	 
	 
	737-700
	 
	 
	30038
	 
	 
	CFM56-7B22
	 
	 
	892147, 893142
	 

	 
	105

	 
	 
	Boeing
	 
	 
	737-700
	 
	 
	30649
	 
	 
	CFM56-7B24
	 
	 
	888772, 888779
	 

	 
	106

	 
	 
	Boeing
	 
	 
	737-700
	 
	 
	30657
	 
	 
	CFM56-7B22
	 
	 
	890439, 890440
	 

	 
	107

	 
	 
	Boeing
	 
	 
	737-700
	 
	 
	30662
	 
	 
	CFM56-7B24
	 
	 
	890573, 890577
	 

	 






-69-









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	Airframe	 	 	Airframe	 	 	Airframe	 	 	Engine Manufacturer	 	 	Engine MSNs	 
	 	 	 	 	Manufacturer	 	 	Model	 	 	MSN	 	 	and Model	 	 	 	 
	 
	108

	 
	 
	Boeing
	 
	 
	737-700
	 
	 
	30663
	 
	 
	CFM56-7B24
	 
	 
	890584, 890585
	 

	 
	109

	 
	 
	Boeing
	 
	 
	737-700
	 
	 
	30727
	 
	 
	CFM56-7B22
	 
	 
	888675, 888679
	 

	 
	110

	 
	 
	Boeing
	 
	 
	737-700
	 
	 
	32842
	 
	 
	CFM56-7B22
	 
	 
	893601, 893602
	 

	 
	111

	 
	 
	Boeing
	 
	 
	737-700
	 
	 
	33008
	 
	 
	CFM56-7B24
	 
	 
	892399, 893389
	 

	 
	112

	 
	 
	Boeing
	 
	 
	737-700
	 
	 
	33009
	 
	 
	CFM56-7B24
	 
	 
	892413, 892414
	 

	 
	113

	 
	 
	Boeing
	 
	 
	737-700
	 
	 
	33786
	 
	 
	CFM56-7B22
	 
	 
	890620, 891616
	 

	 
	114

	 
	 
	Boeing
	 
	 
	737-700
	 
	 
	33787
	 
	 
	CFM56-7B22
	 
	 
	890658, 891654
	 

	 
	115

	 
	 
	Boeing
	 
	 
	737-700
	 
	 
	33791
	 
	 
	CFM56-7B22
	 
	 
	890954, 891938
	 

	 
	116

	 
	 
	Boeing
	 
	 
	737-700
	 
	 
	33792
	 
	 
	CFM56-7B22
	 
	 
	890976, 890977
	 

	 
	117

	 
	 
	Boeing
	 
	 
	737-700
	 
	 
	33793
	 
	 
	CFM56-7B22
	 
	 
	892172, 893136
	 

	 
	118

	 
	 
	Boeing
	 
	 
	737-800
	 
	 
	28237
	 
	 
	CFM56-7B26
	 
	 
	888197, 888201
	 

	 
	119

	 
	 
	Boeing
	 
	 
	737-800
	 
	 
	30032
	 
	 
	CFM56-7B27
	 
	 
	889643, 889654
	 

	 
	120

	 
	 
	Boeing
	 
	 
	737-800
	 
	 
	30033
	 
	 
	CFM56-7B27/B1
	 
	 
	888587, 888741
	 

	 
	121

	 
	 
	Boeing
	 
	 
	737-800
	 
	 
	30039
	 
	 
	CFM56-7B26
	 
	 
	877654, 889548
	 

	 
	122

	 
	 
	Boeing
	 
	 
	737-800
	 
	 
	30652
	 
	 
	CFM56-7B26
	 
	 
	889705, 889706
	 

	 
	123

	 
	 
	Boeing
	 
	 
	737-800
	 
	 
	30660
	 
	 
	CFM56-7B27/B1
	 
	 
	890461, 890462
	 

	 
	124

	 
	 
	Boeing
	 
	 
	737-800
	 
	 
	30675
	 
	 
	CFM56-7B26
	 
	 
	888459, 888586
	 

	 
	125

	 
	 
	Boeing
	 
	 
	737-800
	 
	 
	30679
	 
	 
	CFM56-7B27/B1
	 
	 
	890621, 890622
	 

	 
	126

	 
	 
	Boeing
	 
	 
	737-800
	 
	 
	30689
	 
	 
	CFM56-7B27
	 
	 
	889493, 889494
	 

	 
	127

	 
	 
	Boeing
	 
	 
	737-800
	 
	 
	32799
	 
	 
	CFM56-7B26
	 
	 
	890756, 890757
	 

	 
	128

	 
	 
	Boeing
	 
	 
	737-800
	 
	 
	32800
	 
	 
	CFM56-7B26
	 
	 
	892325, 892326
	 

	 
	129

	 
	 
	Boeing
	 
	 
	747-400
	 
	 
	32868
	 
	 
	GE CF6-80C2-B1F
	 
	 
	706539, 706540, 706541,
       706542


	 

	 





-70-









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	Airframe	 	 	Airframe	 	 	Airframe	 	 	Engine Manufacturer	 	 	Engine MSNs	 
	 	 	 	 	Manufacturer	 	 	Model	 	 	MSN	 	 	and Model	 	 	 	 
	 
	130

	 
	 
	Boeing
	 
	 
	747-400
	 
	 
	32869
	 
	 
	GE CF6-80C2-B1F
	 
	 
	706551, 706552, 706553,

    706554


	 

	 
	131

	 
	 
	Boeing
	 
	 
	747-400
	 
	 
	32871
	 
	 
	GE CF6-80C2-B1F
	 
	 
	706623, 706624, 706625, 
  
  706626


	 

	 
	132

	 
	 
	Boeing
	 
	 
	747-400ERF
	 
	 
	32867
	 
	 
	GE CF6-80C2-B5F
	 
	 
	706514, 706515, 706516, 

    706517


	 

	 
	133

	 
	 
	Boeing
	 
	 
	747-400ERF
	 
	 
	32870
	 
	 
	GE CF6-80C2-B5F
	 
	 
	706627, 706628, 706629, 
   
 706630


	 

	 
	134

	 
	 
	Boeing
	 
	 
	757-200ER
	 
	 
	25621
	 
	 
	Rolls-Royce         RB211-

         
535E4

	 
	 
	30827, 30828
	 

	 
	135

	 
	 
	Boeing
	 
	 
	757-200ER
	 
	 
	25623
	 
	 
	Rolls-Royce         RB211-
         535E4

	 
	 
	30881, 30882
	 

	 
	136

	 
	 
	Boeing
	 
	 
	757-200ER
	 
	 
	25626
	 
	 
	Rolls-Royce         RB211-
         535E4

	 
	 
	30903, 30904
	 

	 
	137

	 
	 
	Boeing
	 
	 
	757-200ER
	 
	 
	26274
	 
	 
	Rolls-Royce         RB211-
         535E4

	 
	 
	31366, 31367
	 

	 
	138

	 
	 
	Boeing
	 
	 
	757-200ER
	 
	 
	26277
	 
	 
	Rolls-Royce         RB211-
         535E4

	 
	 
	31328, 31331
	 

	 
	139

	 
	 
	Boeing
	 
	 
	757-200ER
	 
	 
	26278
	 
	 
	Rolls-Royce         RB211-
         535E4

	 
	 
	31356, 31357
	 

	 
	140

	 
	 
	Boeing
	 
	 
	757-200ER
	 
	 
	26332
	 
	 
	PW2037
	 
	 
	P727154, P727267
	 

	 
	141

	 
	 
	Boeing
	 
	 
	757-200ER
	 
	 
	27208
	 
	 
	Rolls-Royce         RB211-
         535E4

	 
	 
	31220, 31221
	 

	 
	142

	 
	 
	Boeing
	 
	 
	757-200ER
	 
	 
	27219
	 
	 
	Rolls-Royce         RB211-
         535E4

	 
	 
	31203, 31204
	 

	 
	143

	 
	 
	Boeing
	 
	 
	757-200ER
	 
	 
	27351
	 
	 
	PW2040
	 
	 
	P727145, P727148
	 

	 
	144

	 
	 
	Boeing
	 
	 
	757-200ER
	 
	 
	27621
	 
	 
	Rolls-Royce         RB211-
         535E4

	 
	 
	31452, 31454
	 

	 
	145

	 
	 
	Boeing
	 
	 
	757-200ER
	 
	 
	28161
	 
	 
	Rolls-Royce         RB211-

         535E4

	 
	 
	31425, 31426
	 

	 






-71-









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	Airframe	 	 	Airframe	 	 	Airframe	 	 	Engine Manufacturer	 	 	Engine MSNs	 
	 	 	 	 	Manufacturer	 	 	Model	 	 	MSN	 	 	and Model	 	 	 	 
	 
	146

	 
	 
	Boeing
	 
	 
	757-200ER
	 
	 
	28166
	 
	 
	Rolls-Royce      
  RB211-
         535E4

	 
	 
	31465, 31472
	 

	 
	147

	 
	 
	Boeing
	 
	 
	767-200ER
	 
	 
	24448
	 
	 
	GE CF6-80C2-B4
	 
	 
	690369, 695282
	 

	 
	148

	 
	 
	Boeing
	 
	 
	767-300ER
	 
	 
	27618
	 
	 
	PW4062
	 
	 
	P727846, P727847
	 

	 
	149

	 
	 
	Boeing
	 
	 
	767-300ER
	 
	 
	27959
	 
	 
	GE CF6-80C2-B6F
	 
	 
	704276, 704981
	 

	 
	150

	 
	 
	Boeing
	 
	 
	767-300ER
	 
	 
	27960
	 
	 
	GE CF6-80C2-B6F
	 
	 
	704327, 704420
	 

	 
	151

	 
	 
	Boeing
	 
	 
	767-300ER
	 
	 
	28208
	 
	 
	GE CF6-80C2-7F
	 
	 
	704653, 704654
	 

	 
	152

	 
	 
	Boeing
	 
	 
	767-300ER
	 
	 
	28883
	 
	 
	GE CF6-80C2-7F
	 
	 
	704811, 704825
	 

	 
	153

	 
	 
	Boeing
	 
	 
	767-300ER
	 
	 
	29384
	 
	 
	GE CF6-80C2-7F
	 
	 
	704993, 704994
	 

	 
	154

	 
	 
	Boeing
	 
	 
	767-300ER
	 
	 
	29390
	 
	 
	GE CF6-80C2-B6F
	 
	 
	706428, 706429
	 

	 
	155

	 
	 
	Boeing
	 
	 
	767-300ER
	 
	 
	30301
	 
	 
	PW4060
	 
	 
	P727761, P727766
	 

	 
	156

	 
	 
	Boeing
	 
	 
	777-200ER
	 
	 
	28678
	 
	 
	GE90-90B
	 
	 
	900323, 900324
	 

	 
	157

	 
	 
	Boeing
	 
	 
	777-200ER
	 
	 
	28679
	 
	 
	GE90-90B
	 
	 
	900329, 900330
	 

	 
	158

	 
	 
	Boeing
	 
	 
	777-200ER
	 
	 
	28683
	 
	 
	GE90-94B
	 
	 
	900355, 900356
	 

	 
	159

	 
	 
	Boeing
	 
	 
	777-200ER
	 
	 
	28684
	 
	 
	GE90-94B
	 
	 
	900367, 900369
	 

	 
	160

	 
	 
	Boeing
	 
	 
	777-200ER
	 
	 
	28689
	 
	 
	GE90-94B
	 
	 
	900359, 900360
	 

	 
	161

	 
	 
	Boeing
	 
	 
	777-200ER
	 
	 
	28692
	 
	 
	GE90-94B
	 
	 
	900353, 900354
	 

	 
	162

	 
	 
	Boeing
	 
	 
	777-200ER
	 
	 
	29402
	 
	 
	PW4090
	 
	 
	P222225, P222226
	 

	 
	163

	 
	 
	Boeing
	 
	 
	777-200ER
	 
	 
	32308
	 
	 
	GE90-94B
	 
	 
	900363, 900364
	 

	 
	164

	 
	 
	Boeing
	 
	 
	777-200ER
	 
	 
	32698
	 
	 
	GE90-94B
	 
	 
	900373, 900374
	 

	 
	165

	 
	 
	Boeing
	 
	 
	777-300
	 
	 
	28687
	 
	 
	Rolls-Royce          TRENT
   
    892-17

	 
	 
	51416, 51417
	 

	 
	166

	 
	 
	Boeing
	 
	 
	777-300
	 
	 
	29395
	 
	 
	Rolls-Royce          TRENT
   
    892-17

	 
	 
	51285, 51287
	 

	 






-72-









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	Airframe	 	 	Airframe	 	 	Airframe	 	 	Engine Manufacturer	 	 	Engine MSNs	 
	 	 	 	 	Manufacturer	 	 	Model	 	 	MSN	 	 	and Model	 	 	 	 
	 
	167

	 
	 
	Boeing
	 
	 
	777-300
	 
	 
	29396
	 
	 
	Rolls-Royce          TRENT
    
    892-17


	 
	 
	51378, 51379
	 

	 
	168

	 
	 
	Boeing
	 
	 
	777-300
	 
	 
	32697
	 
	 
	Rolls-Royce          TRENT
    
    892-17


	 
	 
	51371, 51372
	 

	 
	169

	 
	 
	Boeing
	 
	 
	777-300ER
	 
	 
	32707
	 
	 
	GE90-115BG02
	 
	 
	906170, 906175
	 

	 
	170

	 
	 
	Boeing
	 
	 
	777-300ER
	 
	 
	32710
	 
	 
	GE90-115BG02
	 
	 
	906212, 906214
	 

	 
	171

	 
	 
	Boeing
	 
	 
	777-300ER
	 
	 
	32711
	 
	 
	GE90-115BG01
	 
	 
	906131, 906132
	 

	 
	172

	 
	 
	Boeing
	 
	 
	777-300ER
	 
	 
	32713
	 
	 
	GE90-115BG02
	 
	 
	906300, 906301
	 

	 
	173

	 
	 
	Boeing
	 
	 
	777-300ER
	 
	 
	32724
	 
	 
	GE90-115BG01
	 
	 
	906112, 906113
	 

	 
	174

	 
	 
	Boeing
	 
	 
	777-300ER
	 
	 
	32852
	 
	 
	GE90-115BG01
	 
	 
	906143, 906144
	 

	 






-73-









 






SCHEDULE II

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




PLEDGED BENEFICIAL INTERESTS




	 	 	 	 	 
	 	 	 	 	Percentage of
	Issuer	 	Certificate No.	 	Beneficial Interest
	 	 	 	 	 
	 	 	 	 	 





-74-









 





SCHEDULE III

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




TRADE NAMES





	1.	 	Grantor: International Lease Finance Corporation

Trade Name: ILFC




-75-









 











SCHEDULE IV

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




	 	 	 
	 	 	Chief Executive Office, Chief Place of Business
	 	 	or Registered Office
	Name of Grantor	 	and Organizational ID (if applicable)
	 
	 	 
	International Lease Finance Corporation

	 	10250 Constellation Blvd.
	 

	 	Suite 3400 Los Angeles, CA 90067
	 

	 	Facsimile: (310) 788-1990
	 

	 	Telephone: (310) 788-1999
	 
	 	 
	 

	 	Organizational ID: C1666861
	 
	 	 
	ILFC Ireland Limited

	 	30 North Wall Quay
	 

	 	Dublin 1
	 

	 	Ireland
	 

	 	Facsimile: +353 1 672 0270
	 

	 	Telephone: +353 1 802 8901
	 
	 	 
	 

	 	Company Registration Number: 209316
	 
	 	 
	ILFC (Bermuda) III, Ltd

	 	American International Building
	 

	 	29 Richmond Road
	 

	 	Pembroke HM 08, Bermuda
	 
	 	 
	 

	 	Registered Number: 17575







-76-











 





SCHEDULE V

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




INSURANCE




	1.	 	Obligation to Insure

	 
	 	 	So long as this Agreement shall remain in effect, the Grantors will ensure that there is
effected and maintained appropriate insurances in respect of each Pool Aircraft and the
Security Trustee and its operation including insurance for:







	 	(a)	 	loss or damage to each Pool Aircraft and each part thereof; and

	 
	 	(b)	 	any liability for injury to or death of persons and damage to or the
destruction of public or private property arising out of or in connection with the
operation, storage, maintenance or use of (in each case to the extent available) the
Pool Aircraft and of any other part thereof not belonging to the Grantors but from time
to time installed on the airframe.







	2.	 	Specific Insurances

	 
	 	 	The Grantors will maintain or will cause to be maintained the following specific insurances
with respect to each Pool Aircraft (subject to paragraph 3):







	 	(a)	 	All Risks Hull Insurance - All risks hull insurance policy on the Pool Aircraft
in an amount at least equal to the “Agreed Value” or other minimum amount required to
be carried by the Lessee under the applicable Lease (or if no Lease is in effect the
Appraised Value) of such Pool Aircraft (the “Required Insured Value”) on an agreed
value basis and naming the Security Trustee (for and on behalf of itself and the
Secured Parties) as a loss payee for the Required Insured Value (provided, however,
that, if the applicable Lessee’s insurance program uses AVN67B or a successor London
market endorsement similar thereto, the Grantor shall use reasonable commercial efforts
to procure that the Security Trustee is also named as a “Contract Party”);

	 
	 	(b)	 	Hull War Risk Insurance - Hull war risk and allied perils insurance, including
hijacking, (excluding, however, confiscation by government of registry or country of
domicile to the extent coverage of such risk is not generally available to the
applicable Lessee in the relevant insurance market at a commercially reasonable cost or
is not customarily obtained in accordance with Leasing Company Practice) on the Pool
Aircraft where the custom in the industry is to carry war risk for aircraft operating
on routes or kept in locations similar to the Pool Aircraft in an amount not less than
the Required Insured Value on an agreed value basis and naming the Security Trustee
(for and on behalf of itself and the other Secured Parties) as a loss payee for the
Required Insured Value (provided, however, that, if the applicable Lessee’s insurance
program uses AVN67B or a successor London market endorsement similar thereto, the
Grantors shall use reasonable commercial efforts to procure that the Security Trustee
is also named as a “Contract Party”);





-77-









 






	 	(c)	 	Legal Liability Insurance - Third party legal liability insurance (including
war and allied perils) for a combined single limit (bodily injured and property damage)
of not less than such amount as is consistent with Leasing Company Practice. The
Security Trustee (on behalf of itself and the Secured Parties) shall be named as
additional insured on such policies;

	 
	 	(d)	 	Aircraft Spares Insurance - Insurance for the engines and the parts while not
installed on the airframe for their replacement cost or an agreed value basis.







	3.	 	Variations on Specific Insurance Requirements

	 
	 	 	In certain circumstances, it is customary that not all of the insurances described in
paragraph 2 be carried for the Pool Aircraft. For example, when a Pool Aircraft is not on
lease to a passenger air carrier or is in storage or is being repaired or maintained, ferry
or ground rather than passenger flight coverage for the Pool Aircraft are applicable.
Similarly, indemnities may be provided by a Governmental Authority in lieu of particular
insurances; provided, however, that the Grantors shall not, without the prior written
consent of the Security Trustee, be entitled to accept any new such governmental indemnities
other than when such indemnities are granted by a Governmental Authority of a country or
jurisdiction that is not a Prohibited Country. The relevant Grantor will determine the
necessary coverage for the Pool Aircraft in such situations consistent with Leasing Company
Practice with respect to similar aircraft.

	 
	4.	 	Hull Insurances in Excess of Required Insurance Value

	 
	 	 	For the avoidance of doubt, any Grantor and/or any Lessee may carry hull risks and hull war
and allied perils insurance on the Pool Aircraft in excess of the Required Insured Value
which will not be payable to the Security Trustee. Such excess insurances will be payable
to (i) if payable to the Grantors, to the relevant Grantor, or (ii) if payable to the Lessee
to the Lessee in all circumstances.

	 
	5.	 	Currency

	 
	 	 	All insurance and reinsurances effected pursuant to this Schedule V shall be payable in
Dollars, save that in the case of the insurances referred to in paragraph 2(c) (if such
denomination is (a) required by the law of the state of registration of the Pool Aircraft;
or (b) the normal practice of airlines in the relevant country that operate aircraft leased
from lessors located outside such country; or (c) otherwise accepted in accordance with
Leasing Company Practice) or paragraph 2(d).

	 
	6.	 	Specific Terms of Insurances

	 
	 	 	Insurance policies which are underwritten in the London and/or other non-US insurance market
and which pertain to financed or leased aircraft equipment shall contain the coverage and
endorsements described in AVN67B or a successor London market endorsement, as it may be
amended or revised or its equivalent. Each of the Grantors agrees that, so long as this
Agreement shall remain in effect, the Pool Aircraft will be insured and the applicable
insurance policies endorsed either (i) in a manner consistent





-78-









 






	 	 	with AVN67B or a successor London market endorsement, as it may be amended or revised or its
equivalent or (ii) as may then be customary in the airline industry for aircraft of the same
type as the Pool Aircraft utilized by operators in the same country and whose operational
network for such Pool Aircraft and credit status is similar to the type of business as the
Lessee (if any) and at the time commonly available in the insurance market. In all cases,
the relevant Grantor will set the standards, review and manage the insurances on the Pool
Aircraft consistent with Leasing Company Practice with respect to similar aircraft.

	 
	7.	 	Insurance Brokers and Insurers

	 
	 	 	In reviewing and accepting the insurance brokers (if any) and reinsurance brokers (if any)
and insurers and reinsurers (if any) providing coverage with respect to the Pool Aircraft,
the relevant Grantor will utilize standards consistent with Leasing Company Practice with
respect to similar aircraft. It is recognized that airlines in certain countries are
required to utilize brokers (and sometimes even no brokers) or carry insurance with local
insurance brokers and insurers. If at any time any Pool Aircraft is not subject to a Lease,
the relevant Grantor will cause its insurance brokers to provide the Security Trustee with
evidence that the insurances described in this Schedule V are in full force and effect.

	 
	8.	 	Deductible Amounts, Self-Insurance and Reinsurance

	 
	 	 	With respect to the type of aircraft concerned, the nationality and creditworthiness of the
airline operator, the airline operator’s use and operation thereof and to the scope of and
the amount covered by the insurances carried by the Lessee, the relevant Grantor will apply
standards consistent with Leasing Company Practice with respect to similar aircraft in
reviewing and accepting the amount of any insurance deductibles, whether the Lessee may
self-insure any of the risks covered by the insurances and the scope and terms of
reinsurance, if any, including a cut-through and assignment clause.

	 
	9.	 	Renewals

	 
	 	 	The Grantors will monitor the insurances on the Pool Aircraft and their expiration dates.
The relevant Grantor shall, when requested by the Security Trustee, promptly inform the
Security Trustee as to whether or not it has been advised that renewal instructions for any
of the insurances have been given by the airline operator or its broker prior to or on the
scheduled expiry date of the relevant insurance. The relevant Grantor shall promptly notify
the Security Trustee in writing if it receives notice that any of the insurances have in
fact expired without renewal. Promptly after receipt, the relevant Grantor will provide to
the Security Trustee evidence of renewal of the insurances and reinsurance (if any).

	 
	10.	 	Information

	 
	 	 	Subject to applicable confidentiality restrictions, each of the Grantors shall provide the Security
Trustee or shall ensure that the Security Trustee is provided with any information reasonably
requested by it from time to time concerning the insurances maintained with respect to the Pool
Aircraft or, if reasonably available to the Grantors, in connection with any claim being made or
proposed to be made thereunder.





-79-









 











SCHEDULE VI

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




AIRCRAFT LEASES



***





	 	 	Boeing 767-300ER aircraft bearing serial number 27959

	 
	 	 	Aircraft Lease Agreement, dated as of March 31, 2005 (as amended and supplemented), between
***, as Lessee and International Lease Finance Corporation, as Lessor.

	 
	 	 	Aircraft Headlease Agreement, dated as of March 31, 2005, between ILFC (Bermuda) III, Ltd.,
as Lessee and International Lease Finance Corporation, as Lessor.

	 
	 	 	Aircraft Intermediate Lease Agreement, dated as of March 31, 2005, between International
Lease Finance Corporation, as Lessee and ILFC (Bermuda) III, Ltd., as Lessor.

	 
	 	 	

Boeing 767-300ER aircraft bearing serial number 27960

	 
	 	 	Aircraft Lease Agreement, dated as of March 31, 2005 (as amended and supplemented), between
***, as Lessee and International Lease Finance Corporation, as Lessor.

	 
	 	 	Aircraft Headlease Agreement, dated as of March 31, 2005, between ILFC (Bermuda) III, Ltd.,
as Lessee and International Lease Finance Corporation, as Lessor.

	 
	 	 	Aircraft Intermediate Lease Agreement, dated as of March 31, 2005, between International
Lease Finance Corporation, as Lessee and ILFC (Bermuda) III, Ltd., as Lessor.





***





	 	 	
Boeing 737-700 aircraft bearing serial number 28262

	 
	 	 	

Aircraft Lease Agreement, dated as of February 06, 2003 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.







 




			
	***	 	Indicates that certain information contained herein has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.







-80-









 






	 	 	
Boeing 737-700 aircraft bearing serial number 29356

	 
	 	 	

Aircraft Lease Agreement, dated as of February 6, 2003, between International Lease Finance
Corporation, as Lessor, and ***, as Lessee.

	 
	 	 	
Boeing 737-700 aircraft bearing serial number 29363

	 
	 	 	

Aircraft Lease Agreement, dated as of February 06, 2003 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.

	 
	 	 	

Boeing 737-700 aircraft bearing serial number 30038

	 
	 	 	

Aircraft Lease Agreement, dated as of February 6, 2003, between International Lease Finance
Corporation, as Lessor, and ***, as Lessee.

	 
	 	 	

Boeing 737-700 aircraft bearing serial number 32842

	 
	 	 	

Aircraft Lease Agreement, dated as of September 27, 2004, between International Lease
Finance Corporation, as Lessor, and ***, as Lessee.

	 
	 	 	
Boeing 737-700 aircraft bearing serial number 33786

	 
	 	 	

Aircraft Lease Agreement, dated as of February 06, 2003 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.

	 
	 	 	

Boeing 737-700 aircraft bearing serial number 33787

	 
	 	 	

Aircraft Lease Agreement, dated as of February 06, 2003 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.







 




			
	***	 	Indicates that certain information contained herein has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.







-81-









 






	 	 	Boeing 737-700 aircraft bearing serial number 33791

	 
	 	 	

Aircraft Lease Agreement, dated as of February 06, 2003 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.

	 
	 	 	

Boeing 737-700 aircraft bearing serial number 33792

	 
	 	 	

Aircraft Lease Agreement, dated as of February 06, 2003 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.

	 
	 	 	
Boeing 737-700 aircraft bearing serial number 33793

	 
	 	 	
Aircraft Lease Agreement, dated as of February 6, 2003 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.

	 
	 	 	

Boeing 767-300ER aircraft bearing serial number 27618

	 
	 	 	
Aircraft Lease Agreement, dated as of February 11, 1998 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.

	 
	 	 	

Boeing 777-200ER aircraft bearing serial number 28689

	 
	 	 	

Aircraft Lease Agreement, dated as of August 18, 2006 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.

	 
	 	 	

Boeing 777-200ER aircraft bearing serial number 28692

	 
	 	 	

Aircraft Lease Agreement, dated as of July 24, 2007 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.







 




			
	***	 	Indicates that certain information contained herein has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.







-82-









 










***





	 	 	
Airbus A320-200 aircraft bearing serial number 2158

	 
	 	 	

Aircraft Lease Agreement, dated as of September 10, 2003, between International Lease
Finance Corporation, as Lessor, and ***, as Lessee.

	 
	 	 	
Airbus A320-200 aircraft bearing serial number 2166

	 
	 	 	
Aircraft Lease Agreement, dated as of September 10, 2003, between International Lease
Finance Corporation, as Lessor, and ***, as Lessee.

	 
	 	 	Airbus A320-200 aircraft bearing serial number 2278

	 
	 	 	
Aircraft Lease Agreement, dated as of September 10, 2003, between International Lease
Finance Corporation, as Lessor, and ***, as Lessee.

	 
	 	 	

Airbus A320-200 aircraft bearing serial number 2349

	 
	 	 	

Aircraft Lease Agreement, dated as of September 10, 2003, between International Lease
Finance Corporation, as Lessor, and ***, as Lessee.





***





	 	 	
Boeing 777-200ER aircraft bearing serial number 29402

	 
	 	 	Aircraft Lease Agreement, dated as of May 07, 2004 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.






***






 




			
	***	 	Indicates that certain information contained herein has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.







-83-









 






	 	 	
Airbus A319-100 aircraft bearing serial number 1630

	 
	 	 	Aircraft Lease Agreement, dated as of December 14, 2000 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.

	 
	 	 	
Airbus A319-100 aircraft bearing serial number 1805

	 
	 	 	Aircraft Lease Agreement, dated as of December 14, 2000 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.






***





	 	 	

Airbus A321-100 aircraft bearing serial number 517

	 
	 	 	

Aircraft Lease Agreement, dated as of February 13, 2003 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.

	 
	 	 	

Airbus A321-100 aircraft bearing serial number 519

	 
	 	 	
Aircraft Lease Agreement, dated as of August 31, 2005 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, ***, as Lessee.

	 
	 	 	
Airbus A321-100 aircraft bearing serial number 535

	 
	 	 	
Aircraft Lease Agreement, dated as of May 23, 2002 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.






***





	 	 	
Boeing 737-400 aircraft bearing serial number 25110

	 
	 	 	Aircraft Lease Agreement, dated as of January 22, 1990 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.

	 
	 	 	Boeing 737-700 aircraft bearing serial number 30662







 




			
	***	 	Indicates that certain information contained herein has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.







-84-









 







	 	 	

Aircraft Lease Agreement, dated as of December 16, 2002 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.

	 
	 	 	

Boeing 737-700 aircraft bearing serial number 30663

	 
	 	 	

Aircraft Lease Agreement, dated as of December 16, 2002 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.






***





	 	 	

Boeing 757-200ER aircraft bearing serial number 25621

	 
	 	 	

Aircraft Lease Agreement, dated as of July 31, 2007 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.

	 
	 	 	Boeing 757-200ER aircraft bearing serial number 28161

	 
	 	 	
Aircraft Lease Agreement, dated as of July 31, 2007 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.






***





	 	 	Airbus A310-300 aircraft bearing serial number 642

	 
	 	 	Aircraft Lease Agreement, dated as of November 12, 2009 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.






***





	 	 	Boeing 737-300 aircraft bearing serial number 28054

	 
	 	 	
Aircraft Lease Agreement, dated as of November 2, 2007, between International Lease Finance
Corporation, as Lessor, and ***, as Lessee.







 




			
	***	 	Indicates that certain information contained herein has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.







-85-









 










***





	 	 	
Airbus A320-200 aircraft bearing serial number 2171

	 
	 	 	

Aircraft Lease Agreement, dated as of July 21, 2003 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, ***, as Lessee and ***, as Consenting
Party.

	 
	 	 	
Airbus A320-200 aircraft bearing serial number 2182

	 
	 	 	

Aircraft Lease Agreement, dated as of July 21, 2003 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, ***, as Lessee and ***, as Consenting
Party.

	 
	 	 	Airbus A320-200 aircraft bearing serial number 2199

	 
	 	 	
Aircraft Lease Agreement, dated as of July 21, 2003 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, ***, as Lessee and ***, as Consenting
Party.

	 
	 	 	
Boeing 737-700 aircraft bearing serial number 28253

	 
	 	 	

Aircraft Lease Agreement, dated as of December 19, 2001 (as amended and supplemented),
between ***, as Lessee, International Lease Finance Corporation, as Lessor and ***, as
Consenting Party.

	 
	 	 	

Boeing 737-700 aircraft bearing serial number 29357

	 
	 	 	

Aircraft Lease Agreement, dated as of February 26, 2004 (as amended and supplemented),
between ***, as Lessee, International Lease Finance Corporation, as Lessor and ***, as
Consenting Party.







 




			
	***	 	Indicates that certain information contained herein has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.







-86-









 






	 	 	Boeing 737-700 aircraft bearing serial number 29358

	 
	 	 	

Aircraft Lease Agreement, dated as of February 26, 2004 (as amended and supplemented),
between ***, as Lessee, International Lease Finance Corporation, as Lessor and ***, as
Consenting Party.

	 
	 	 	

Boeing 737-700 aircraft bearing serial number 29361

	 
	 	 	
Aircraft Lease Agreement, dated as of April 28, 2004 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor and ***, as Lessee and ***, as Consenting
Party.

	 
	 	 	Novation and Amendment Deed, dated as of October 21, 2005, by and among ***, ***,
International Lease Finance Corporation and ***.

	 
	 	 	Boeing 737-700 aircraft bearing serial number 29362

	 
	 	 	
Aircraft Lease Agreement, dated as of April 28, 2004 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor and ***, as Lessee and ***, as Consenting
Party.

	 
	 	 	Novation and Amendment Deed, dated as of October 21, 2005, by and among ***, ***,
International Lease Finance Corporation and ***.

	 
	 	 	

Boeing 737-700 aircraft bearing serial number 30657

	 
	 	 	

Aircraft Lease Agreement, dated as of December 19, 2001 (as amended and supplemented),
between ***, as Lessee, International Lease Finance Corporation, as Lessor and ***, as
Consenting Party.

	 
	 	 	

Boeing 737-700 aircraft bearing serial number 33008

	 
	 	 	Aircraft Lease Agreement, dated as of April 28, 2004 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor and ***, as Lessee and ***, as Consenting
Party.







 




			
	***	 	Indicates that certain information contained herein has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.







-87-









 






	 	 	Novation and Amendment Deed, dated as of October 21, 2005, by and among ***, ***,
International Lease Finance Corporation and ***.

	 
	 	 	Boeing 737-700 aircraft bearing serial number 33009

	 
	 	 	
Aircraft Lease Agreement, dated as of April 28, 2004 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor and ***, as Lessee and ***, as Consenting
Party.

	 
	 	 	Novation and Amendment Deed, dated as of October 21, 2005, by and among ***, ***,
International Lease Finance Corporation and ***.

	 
	 	 	
Boeing 737-700 aircraft bearing serial number 32800

	 
	 	 	
Aircraft Lease Agreement, dated as of February 26, 2004 (as amended and supplemented),
between ***, as Lessee, International Lease Finance Corporation, as Lessor and ***, as
Consenting Party.






***





	 	 	
Airbus A321-200 aircraft bearing serial number 2741

	 
	 	 	

Aircraft Lease Agreement, dated as of March 18, 2005 (as amended and supplemented), between
***, as Lessee, ILFC Ireland Limited, as Lessor, and ***, as Consenting Party.

	 
	 	 	Aircraft Headlease Agreement, dated as of March 18, 2005, between ILFC Ireland, as Lessee
and International Lease Finance Corporation, as Lessor.

	 
	 	 	Airbus A321-200 aircraft bearing serial number 2759

	 
	 	 	
Aircraft Lease Agreement, dated as of March 18, 2005 (as amended and supplemented), between
***, as Lessee, ILFC Ireland Limited, as Lessor, and ***, as Consenting Party.

	 
	 	 	Aircraft Headlease Agreement, dated as of March 18, 2005, between ILFC Ireland, as Lessee
and International Lease Finance Corporation, as Lessor.

	 
	 	 	Airbus A321-200 aircraft bearing serial number 2767

	 
	 	 	
Aircraft Lease Agreement, dated as of March 18, 2005 (as amended and supplemented), between
***, as Lessee, ILFC Ireland Limited, as Lessor, and ***, as Consenting Party.

	 
	 	 	Aircraft Headlease Agreement, dated as of March 18, 2005, between ILFC Ireland, as Lessee
and International Lease Finance Corporation, as Lessor.







 




			
	***	 	Indicates that certain information contained herein has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.







-88-









 






	 	 	Airbus A320-200 aircraft bearing serial number 2708

	 
	 	 	
Aircraft Lease Agreement, dated as of March 18, 2005 (as amended and supplemented), between
***, as Lessee, ILFC Ireland Limited, as Lessor, and ***, as Consenting Party.

	 
	 	 	Aircraft Headlease Agreement, dated as of March 18, 2005, between ILFC Ireland, as Lessee
and International Lease Finance Corporation, as Lessor.

	 
	 	 	Airbus A320-200 aircraft bearing serial number 2743

	 
	 	 	
Aircraft Lease Agreement, dated as of March 18, 2005 (as amended and supplemented), between
***, as Lessee, ILFC Ireland Limited, as Lessor, and ***, as Consenting Party.

	 
	 	 	Aircraft Headlease Agreement, dated as of March 18, 2005, between ILFC Ireland, as Lessee
and International Lease Finance Corporation, as Lessor.

	 
	 	 	Airbus A320-200 aircraft bearing serial number 2770

	 
	 	 	
Aircraft Lease Agreement, dated as of March 18, 2005 (as amended and supplemented), between
***, as Lessee, ILFC Ireland Limited, as Lessor, and ***, as Consenting Party.

	 
	 	 	Aircraft Headlease Agreement, dated as of March 18, 2005, between ILFC Ireland, as Lessee
and International Lease Finance Corporation, as Lessor.

	 
	 	 	
Airbus A320-200 aircraft bearing serial number 2899

	 
	 	 	
Aircraft Lease Agreement, dated as of March 18, 2005 (as amended and supplemented), between
***, as Lessee, ILFC Ireland Limited, as Lessor, and ***, as Consenting Party.

	 
	 	 	Aircraft Headlease Agreement, dated as of March 18, 2005, between ILFC Ireland, as Lessee
and International Lease Finance Corporation, as Lessor.

	 
	 	 	Airbus A320-200 aircraft bearing serial number 2809

	 
	 	 	

Aircraft Lease Agreement, dated as of March 18, 2005 (as amended and supplemented), between
***, as Lessee, ILFC Ireland Limited, as Lessor, and ***, as Consenting Party.

	 
	 	 	Aircraft Headlease Agreement, dated as of March 18, 2005, between ILFC Ireland, as Lessee
and International Lease Finance Corporation, as Lessor.

	 
	 	 	Airbus A320-200 aircraft bearing serial number 2936







 




			
	***	 	Indicates that certain information contained herein has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.







-89-









 







	 	 	Aircraft Lease Agreement, dated as of March 18, 2005 (as amended and supplemented), between
***, as Lessee, ILFC Ireland Limited, as Lessor, and ***, as Consenting Party.

	 
	 	 	Aircraft Headlease Agreement, dated as of March 18, 2005, between ILFC Ireland, as Lessee
and International Lease Finance Corporation, as Lessor.






***





	 	 	Airbus A319-100 aircraft bearing serial number 2371

	 
	 	 	Aircraft Lease Agreement, dated as of November 4, 2003 (as amended and supplemented), among
***, as Lessee, ILFC Ireland Limited, as Lessor, and ***, as Consenting Party.

	 
	 	 	Aircraft Headlease Agreement, dated as of November 4, 2003, between ILFC Ireland Limited, as
Lessee, and International Lease Finance Corporation, as Lessor.

	 
	 	 	Aircraft Lease Novation and Amendment Agreement, dated as of December 31, 2004, among ***,
as Existing Lessee, ***, as New Lessee, ILFC Ireland Limited, as Lessor, and ***.

	 
	 	 	Airbus A319-100 aircraft bearing serial number 2408

	 
	 	 	Aircraft Lease Agreement, dated as of November 4, 2003 (as amended and supplemented), among
***, as Lessee, ILFC Ireland Limited, as Lessor, and ***, as Consenting Party.

	 
	 	 	Aircraft Headlease Agreement, dated as of November 4, 2003, between ILFC Ireland Limited, as
Lessee, and International Lease Finance Corporation, as Lessor.

	 
	 	 	Aircraft Lease Novation and Amendment Agreement, dated as of December 31, 2004, among ***,
as Existing Lessee, ***, as New Lessee, ILFC Ireland Limited, as Lessor, and ***.

	 
	 	 	Airbus A319-100 aircraft bearing serial number 2426

	 
	 	 	Aircraft Lease Agreement, dated as of November 4, 2003 (as amended and supplemented), among
***, as Lessee, ILFC Ireland Limited, as Lessor, and ***, as Consenting Party.

	 
	 	 	Aircraft Headlease Agreement, dated as of November 4, 2003, between ILFC Ireland Limited, as
Lessee, and International Lease Finance Corporation, as Lessor.

	 
	 	 	Aircraft Lease Novation and Amendment Agreement, dated as of December 31, 2004, among ***,
as Existing Lessee, ***, as New Lessee, ILFC Ireland Limited, as Lessor, and ***.







 




			
	***	 	Indicates that certain information contained herein has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.







-90-









 






	 	 	Airbus A319-100 aircraft bearing serial number 2435

	 
	 	 	Aircraft Lease Agreement, dated as of November 4, 2003 (as amended and supplemented), among
***, as Lessee, ILFC Ireland Limited, as Lessor, and ***, as Consenting Party.

	 
	 	 	Aircraft Headlease Agreement, dated as of November 4, 2003, between ILFC Ireland Limited, as
Lessee, and International Lease Finance Corporation, as Lessor.

	 
	 	 	Aircraft Lease Novation and Amendment Agreement, dated as of December 31, 2004, among ***,
as Existing Lessee, ***, as New Lessee, ILFC Ireland Limited, as Lessor, and ***.

	 
	 	 	Airbus A319-100 aircraft bearing serial number 2505

	 
	 	 	Aircraft Lease Agreement, dated as of November 4, 2003 (as amended and supplemented), among
***, as Lessee, ILFC Ireland Limited, as Lessor, and ***, as Consenting Party.

	 
	 	 	Aircraft Headlease Agreement, dated as of November 4, 2003, between ILFC Ireland Limited, as
Lessee, and International Lease Finance Corporation, as Lessor.

	 
	 	 	Aircraft Lease Novation and Amendment Agreement, dated as of December 31, 2004, among ***,
as Existing Lessee, ***, as New Lessee, ILFC Ireland Limited, as Lessor, and ***.

	 
	 	 	Airbus A319-100 aircraft bearing serial number 2574

	 
	 	 	Aircraft Lease Agreement, dated as of November 4, 2003 (as amended and supplemented), among
***, as Lessee, ILFC Ireland Limited, as Lessor, and ***, as Consenting Party.

	 
	 	 	Aircraft Headlease Agreement, dated as of November 4, 2003, between ILFC Ireland Limited, as
Lessee, and International Lease Finance Corporation, as Lessor.

	 
	 	 	Aircraft Lease Novation and Amendment Agreement, dated as of December 31, 2004, among ***,
as Existing Lessee, ***, as New Lessee, ILFC Ireland Limited, as Lessor, and ***.

	 
	 	 	Airbus A319-100 aircraft bearing serial number 2579

	 
	 	 	Aircraft Lease Agreement, dated as of November 4, 2003 (as amended and supplemented), among
***, as Lessee, ILFC Ireland Limited, as Lessor, and ***, as Consenting Party.







 




			
	***	 	Indicates that certain information contained herein has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.







-91-









 






	 	 	Aircraft Headlease Agreement, dated as of November 4, 2003, between ILFC Ireland Limited, as
Lessee, and International Lease Finance Corporation, as Lessor.

	 
	 	 	Aircraft Lease Novation and Amendment Agreement, dated as of December 31, 2004, among ***,
as Existing Lessee, ***, as New Lessee, ILFC Ireland Limited, as Lessor, and ***.

	 
	 	 	
Airbus A319-100 aircraft bearing serial number 2667

	 
	 	 	Aircraft Lease Agreement, dated as of November 4, 2003 (as amended and supplemented), among
***, as Lessee, ILFC Ireland Limited, as Lessor, and ***, as Consenting Party.

	 
	 	 	Aircraft Headlease Agreement, dated as of November 4, 2003, between ILFC Ireland Limited, as
Lessee, and International Lease Finance Corporation, as Lessor.

	 
	 	 	Aircraft Lease Novation and Amendment Agreement, dated as of December 31, 2004, among ***,
as Existing Lessee, ***, as New Lessee, ILFC Ireland Limited, as Lessor, and ***.

	 
	 	 	Airbus A319-100 aircraft bearing serial number 2815

	 
	 	 	Aircraft Lease Agreement, dated as of November 4, 2003 (as amended and supplemented), among
***, as Lessee, ILFC Ireland Limited, as Lessor, and ***, as Consenting Party.

	 
	 	 	Aircraft Headlease Agreement, dated as of November 4, 2003, between ILFC Ireland Limited, as
Lessee, and International Lease Finance Corporation, as Lessor.

	 
	 	 	Aircraft Lease Novation and Amendment Agreement, dated as of December 31, 2004, among ***,
as Existing Lessee, ***, as New Lessee, ILFC Ireland Limited, as Lessor, and ***.

	 
	 	 	Airbus A319-100 aircraft bearing serial number 2901

	 
	 	 	Aircraft Lease Agreement, dated as of November 4, 2003 (as amended and supplemented), among
***, as Lessee, ILFC Ireland Limited, as Lessor, and ***, as Consenting Party.

	 
	 	 	Aircraft Headlease Agreement, dated as of November 4, 2003, between ILFC Ireland Limited, as
Lessee, and International Lease Finance Corporation, as Lessor.







 




			
	***	 	Indicates that certain information contained herein has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.







-92-









 






	 	 	Aircraft Lease Novation and Amendment Agreement, dated as of December 31, 2004, among ***,
as Existing Lessee, ***, as New Lessee, ILFC Ireland Limited, as Lessor, and ***.

	 
	 	 	Airbus A319-100 aircraft bearing serial number 2940

	 
	 	 	Aircraft Lease Agreement, dated as of November 4, 2003 (as amended and supplemented), among
***, as Lessee, ILFC Ireland Limited, as Lessor, and ***, as Consenting Party.

	 
	 	 	Aircraft Headlease Agreement, dated as of November 4, 2003, between ILFC Ireland Limited, as
Lessee, and International Lease Finance Corporation, as Lessor.

	 
	 	 	Aircraft Lease Novation and Amendment Agreement, dated as of December 31, 2004, among ***,
as Existing Lessee, ***, as New Lessee, ILFC Ireland Limited, as Lessor, and ***.

	 
	 	 	Airbus A319-100 aircraft bearing serial number 2948

	 
	 	 	
Aircraft Lease Agreement, dated as of November 4, 2003 (as amended and supplemented), among
***, as Lessee, ILFC Ireland Limited, as Lessor, and ***, as Consenting Party.

	 
	 	 	Aircraft Headlease Agreement, dated as of November 4, 2003, between ILFC Ireland Limited, as
Lessee, and International Lease Finance Corporation, as Lessor.

	 
	 	 	Aircraft Lease Novation and Amendment Agreement, dated as of December 31, 2004, among ***,
as Existing Lessee, ***, as New Lessee, ILFC Ireland Limited, as Lessor, and ***.

	 
	 	 	Airbus A319-100 aircraft bearing serial number 2969

	 
	 	 	
Aircraft Lease Agreement, dated as of November 4, 2003 (as amended and supplemented), among
***, as Lessee, ILFC Ireland Limited, as Lessor, and ***, as Consenting Party.

	 
	 	 	Aircraft Headlease Agreement, dated as of November 4, 2003, between ILFC Ireland Limited, as
Lessee, and International Lease Finance Corporation, as Lessor.

	 
	 	 	Aircraft Lease Novation and Amendment Agreement, dated as of December 31, 2004, among ***,
as Existing Lessee, ***, as New Lessee, ILFC Ireland Limited, as Lessor, and ***.






***






 




			
	***	 	Indicates that certain information contained herein has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.











-93-











 










Airbus A319-100 aircraft bearing serial number 3463




Aircraft Lease Agreement, dated as of April 20, 2007 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.


***





Boeing 777-200ER aircraft bearing serial number 28678




Aircraft Lease Agreement, dated as of May 20, 1999 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Boeing 777-200ER aircraft bearing serial number 28679




Aircraft Lease Agreement, dated as of May 20, 1999 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.


***





Airbus A330-200 aircraft bearing serial number 462




Aircraft Lease Agreement, dated as of April 21, 2001 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Boeing 777-300 aircraft bearing serial number 28687




Aircraft Lease Agreement, dated as of November 19, 2000 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Boeing 777-300 aircraft bearing serial number 29395




Aircraft Lease Agreement, dated as of September 18, 1999 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Boeing 777-300 aircraft bearing serial number 29396




Aircraft Lease Agreement, dated as of November 19, 2000 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.




 




			
	***	 	Indicates that certain information contained herein has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.



- 94 -









 






Boeing 777-300 aircraft bearing serial number 32697




Aircraft Lease Agreement, dated as of November 19, 2000 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Boeing 777-300ER aircraft bearing serial number 32707




Aircraft Lease Agreement, dated as of June 16, 2003 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Boeing 777-300ER aircraft bearing serial number 32710




Aircraft Lease Agreement, dated as of June 16, 2003 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Boeing 777-300ER aircraft bearing serial number 32713




Aircraft Lease Agreement, dated as of June 16, 2003 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.


***





Airbus A319-100 aircraft bearing serial number 2198




Aircraft Lease Agreement, dated as of December 05, 2003 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Airbus A319-100 aircraft bearing serial number 2209




Aircraft Lease Agreement, dated as of December 05, 2003 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Airbus A319-100 aircraft bearing serial number 2406




 




			
	***	 	Indicates that certain information contained herein has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.



- 95 -









 






Aircraft Lease Agreement, dated as of December 05, 2003 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Airbus A319-100 aircraft bearing serial number 2448




Aircraft Lease Agreement, dated as of December 05, 2003 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.


***





Boeing 737-400 aircraft bearing serial number 26316




Aircraft Lease Agreement, dated as of July 27, 2000 (as amended and supplemented), between
***, as Lessee and International Lease Finance Corporation, as Lessor.




Boeing 737-800 aircraft bearing serial number 30033




Aircraft Lease Agreement, dated as of June 27, 2008 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.


***





Boeing 767-300ER aircraft bearing serial number 30301




Aircraft Lease Agreement, dated as of January 13, 2010 (as amended and supplemented),
between ***, as Lessee and International Lease Finance Corporation, as Lessor.


***




Airbus A330-200 aircraft bearing serial number 906




Aircraft Lease Agreement, dated as of August 28, 2006 (as amended and supplemented), between
***, as Lessee and ILFC Ireland Limited, as Lessor.




Aircraft Headlease Agreement, dated as of August 28, 2006, between ILFC Ireland Limited, as
Lessee and International Lease Finance Corporation, as Lessor.



Airbus A340-600 aircraft bearing serial number 453




 




			
	***	 	Indicates that certain information contained herein has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.



- 96 -









 






Aircraft Lease Agreement, dated as of September 28, 2007 (as amended and supplemented),
between ***, as Lessee and ILFC Ireland Limited, as Lessor.




Aircraft Headlease Agreement, dated as of September 28, 2007, between ILFC Ireland Limited,
as Lessee and International Lease Finance Corporation, as Lessor.


***





Airbus A330-200 aircraft bearing serial number 751



Aircraft Lease Agreement, dated as of July 12, 2005 (as amended and supplemented), between
***, as Lessee, and ILFC Ireland Limited, as Lessor.




Aircraft Headlease Agreement, dated as of July 12, 2005, between ILFC Ireland Limited, as
Lessee, and International Lease Finance Corporation, as Lessor.




Airbus A330-200 aircraft bearing serial number 807




Aircraft Lease Agreement, dated as of July 12, 2005 (as amended and supplemented), between
***, as Lessee, and ILFC Ireland Limited, as Lessor.




Aircraft Headlease Agreement, dated as of July 12, 2005, between ILFC Ireland Limited, as
Lessee, and International Lease Finance Corporation, as Lessor.


***





Boeing 737-700 aircraft bearing serial number 30727




Aircraft Lease Agreement, dated as of April 08, 2005 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.


***





Airbus A320-200 aircraft bearing serial number 1156




Aircraft Lease Agreement, dated as of June 15, 1999 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Airbus A320-200 aircraft bearing serial number 1452




 




			
	***	 	Indicates that certain information contained herein has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.



- 97 -









 






Aircraft Lease Agreement, dated as of May 01, 2000 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Airbus A320-200 aircraft bearing serial number 1917




Aircraft Lease Agreement, dated as of December 27, 2001 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.



Airbus A320-200 aircraft bearing serial number 2149




Aircraft Lease Agreement, dated as of May 20, 2003 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.


***





Boeing 737-800 aircraft bearing serial number 30039




Aircraft Lease Agreement, dated as of April 28, 2003 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Boeing 737-800 aircraft bearing serial number 30675




Aircraft Lease Agreement, dated as of June 20, 2008 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Boeing 737-800 aircraft bearing serial number 32799




Aircraft Lease Agreement, dated as of June 6, 2003 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.


***





Boeing 737-800 aircraft bearing serial number 28237




 




			
	***	 	Indicates that certain information contained herein has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.



- 98 -









 






Aircraft Lease Agreement, dated as of February 05, 2009 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Boeing 737-800 aircraft bearing serial number 30032




Aircraft Lease Agreement, dated as of August 02, 1999 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Boeing 737-800 aircraft bearing serial number 30689




Aircraft Lease Agreement, dated as of September 15, 2000 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.


***




Boeing 757-200ER aircraft bearing serial number 26332




Aircraft Lease Agreement, dated as of July 24, 2008 (as amended and supplemented), between
***, as Lessee and International Lease Finance Corporation, as Lessor.




Aircraft Headlease Agreement, dated as of July 24, 2008, between ILFC (Bermuda) III, Ltd.,
as Lessee and International Lease Finance Corporation, as Lessor.




Aircraft Intermediate Lease Agreement, dated as of July 24, 2008, between International
Lease Finance Corporation, as Lessee and ILFC (Bermuda) III, Ltd., as Lessor.



Boeing 757-200ER aircraft bearing serial number 27351




Aircraft Lease Agreement, dated as of July 24, 2008 (as amended and supplemented), between
***, as Lessee and International Lease Finance Corporation, as Lessor.




Aircraft Headlease Agreement, dated as of July 24, 2008, between ILFC (Bermuda) III, Ltd.,
as Lessee and International Lease Finance Corporation, as Lessor.




Aircraft Intermediate Lease Agreement, dated as of July 24, 2008, between International
Lease Finance Corporation, as Lessee and ILFC (Bermuda) III, Ltd., as Lessor.




 




			
	***	 	Indicates that certain information contained herein has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.



- 99 -









 




***




Boeing 757-200ER aircraft bearing serial number 26277




Aircraft Lease Agreement, dated as of June 24, 1993 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.


***





Boeing 737-800 aircraft bearing serial number 30679




Aircraft Lease Agreement, dated as of February 22, 2006 (as amended and supplemented),
between ***, as Lessee, and ILFC Ireland Limited, as Lessor.




Aircraft Headlease Agreement, dated as of February 22, 2006, between ILFC Ireland Limited,
as Headlessee, and International Lease Finance Corporation, as Headlessor.




Assignment, Assumption and Amendment Agreement, dated as of February 28, 2007, between ***,
ILFC Ireland Limited, and ***.


***





Boeing 737-700 aircraft bearing serial number 30649




Aircraft Lease Agreement, dated as of April 18, 2001 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Boeing 737-800 aircraft bearing serial number 30652




Aircraft Lease Agreement, dated as of April 18, 2001 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.


***





Airbus A320-200 aircraft bearing serial number 3153




 




			
	***	 	Indicates that certain information contained herein has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.



- 100 -









 






Aircraft Lease Agreement, dated as of June 29, 2006 (as amended and supplemented), between
ILFC Ireland Limited, as Lessor, and ***, as Lessee.




Aircraft Headlease Agreement, dated as of June 29, 2006, between International Lease Finance
Corporation, as Lessor, and ILFC Ireland Limited, as Lessee.


***





Airbus A319-100 aircraft bearing serial number 2396




Aircraft Lease Agreement, dated as of February 10, 2007 (as amended and supplemented),
between ILFC Ireland Limited, as Lessor, and ***, as Lessee.




Aircraft Headlease Agreement, dated as of February 10, 2007 between International Lease
Finance Corporation, as Lessor, and ILFC Ireland Limited, as Lessee.




Airbus A320-200 aircraft bearing serial number 551




Aircraft Lease Agreement, dated as of March 23, 1995 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, ***, as Lessee, and ***, as Consenting
Party.




Airbus A320-200 aircraft bearing serial number 573




Aircraft Lease Agreement, dated as of March 10, 2003 (as amended and supplemented), between
ILFC Ireland Limited, as Lessor, and ***, as Lessee.




Aircraft Headlease Agreement, dated as of March 10, 2003, between International Lease
Finance Corporation, as Lessor, and ILFC Ireland Limited, as Lessee.


***





Airbus A320-200 aircraft bearing serial number 1924




Aircraft Lease Agreement, dated as of June 21, 2002 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.




 




			
	***	 	Indicates that certain information contained herein has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.



- 101 -









 






Airbus A320-200 aircraft bearing serial number 1949




Aircraft Lease Agreement, dated as of June 21, 2002 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Airbus A330-200 aircraft bearing serial number 458




Aircraft Lease Agreement, dated as of May 19, 2000 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Airbus A330-200 aircraft bearing serial number 465




Aircraft Lease Agreement, dated as of May 19, 2000 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee




Airbus A330-200 aircraft bearing serial number 465




Aircraft Lease Agreement, dated as of May 19, 2000 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee




Airbus A330-200 aircraft bearing serial number 503




Aircraft Lease Agreement, dated as of August 8, 2002 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and *** as Lessee.




Airbus A330-200 aircraft bearing serial number 519




Aircraft Lease Agreement, dated as of May 19, 2000 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Airbus A330-200 aircraft bearing serial number 584




 




			
	***	 	Indicates that certain information contained herein has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.



- 102 -









 






Aircraft Lease Agreement, dated as of January 23, 2003 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Boeing 747-400 aircraft bearing serial number 32868




Aircraft Lease Agreement, dated as of December 20, 2001 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Boeing 747-400 aircraft bearing serial number 32869




Aircraft Lease Agreement, dated as of December 20, 2001 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Boeing 747-400 aircraft bearing serial number 32871




Aircraft Lease Agreement, dated as of January 23, 2003 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Boeing 747-400ERF aircraft bearing serial number 32867




Aircraft Lease Agreement, dated as of December 20, 2001 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and *** as Lessee.




Boeing 747-400ERF aircraft bearing serial number 32870




Aircraft Lease Agreement, dated as of September 17, 2001 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Boeing 777-200ER aircraft bearing serial number 28683




Aircraft Lease Agreement, dated as of August 1, 2000 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Boeing 777-200ER aircraft bearing serial number 28684




 




			
	***	 	Indicates that certain information contained herein has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.



- 103 -









 






Aircraft Lease Agreement, dated as of August 1, 2000 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Boeing 777-200ER aircraft bearing serial number 32308




Aircraft Lease Agreement, dated as of December 20, 2001 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Boeing 777-200ER aircraft bearing serial number 32698




Aircraft Lease Agreement, dated as of June 14, 2001 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Boeing 777-300ER aircraft bearing serial number 32711




Aircraft Lease Agreement, dated as of September 23, 2003 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Boeing 777-300ER aircraft bearing serial number 32724




Aircraft Lease Agreement, dated as of December 07, 2000 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Boeing 777-300ER aircraft bearing serial number 32852




Aircraft Lease Agreement, dated as of January 23, 2003 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.


***





Boeing 737-800 aircraft bearing serial number 30660




Aircraft Lease Agreement, dated as of March 1, 2006, between ***, as Lessee, and
International Lease Finance Corporation, as Lessor.




 




			
	***	 	Indicates that certain information contained herein has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.



- 104 -









 




***





Airbus A319-100 aircraft bearing serial number 2433




Aircraft Lease Agreement, dated as of April 30, 2004 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Airbus A319-100 aircraft bearing serial number 2470




Aircraft Lease Agreement, dated as of April 30, 2004 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Airbus A319-100 aircraft bearing serial number 2473




Aircraft Lease Agreement, dated as of April 30, 2004 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Airbus A319-100 aircraft bearing serial number 2476




Aircraft Lease Agreement, dated as of April 30, 2004 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Airbus A319-100 aircraft bearing serial number 2485




Aircraft Lease Agreement, dated as of April 30, 2004 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Airbus A319-100 aircraft bearing serial number 2490




Aircraft Lease Agreement, dated as of April 30, 2004 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Airbus A319-100 aircraft bearing serial number 2590




Aircraft Lease Agreement, dated as of April 30, 2004 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Airbus A319-100 aircraft bearing serial number 2673




Aircraft Lease Agreement, dated as of April 30, 2004 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Airbus A319-100 aircraft bearing serial number 2679




Aircraft Lease Agreement, dated as of April 30, 2004 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Airbus A319-100 aircraft bearing serial number 2704




 




			
	***	 	Indicates that certain information contained herein has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.



- 105 -









 






Aircraft Lease Agreement, dated as of April 30, 2004 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Airbus A319-100 aircraft bearing serial number 2711




Aircraft Lease Agreement, dated as of April 30, 2004 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Airbus A319-100 aircraft bearing serial number 2978




Aircraft Lease Agreement, dated as of April 30, 2004 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Airbus A319-100 aircraft bearing serial number 3007




Aircraft Lease Agreement, dated as of October 26, 2005 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Airbus A319-100 aircraft bearing serial number 3017




Aircraft Lease Agreement, dated as of October 26, 2005 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Airbus A319-100 aircraft bearing serial number 3026




Aircraft Lease Agreement, dated as of October 26, 2005 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Airbus A319-100 aircraft bearing serial number 3165




Aircraft Lease Agreement, dated as of October 26, 2005 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.


***





Airbus A320-200 aircraft bearing serial number 525




Aircraft Lease Agreement, dated as of September 25, 2007, between ILFC Ireland Limited, as
Lessor, and ***, as Lessee.




 




			
	***	 	Indicates that certain information contained herein has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.



- 106 -









 






Aircraft Headlease Agreement, dated as of September 25, 2007, between International Lease
Finance Corporation, as Headlessor, and ILFC Ireland Limited, as Headlessee.




Boeing 767-300 aircraft bearing serial number 29390




Aircraft Lease Agreement, dated as of December 13, 2006 (as amended and supplemented),
between ILFC Ireland Limited, as Lessor, and ***, as Lessee.




Aircraft Headlease Agreement, dated as of December 13, 2006 between ILFC Ireland Limited, as
Lessee, and International Lease Finance Corporation, as Lessor.


***





Boeing 757-200ER bearing serial number 26274




Amended and Restated Aircraft Lease Agreement, dated as of November 19, 2007, between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Novation and Amendment Agreement, dated as of March 28, 2008, between ***, as Existing
Lessee, ***, as New Lessee, and International Lease Finance Corporation, as Lessor.




Boeing 757-200ER bearing serial number 26278




Aircraft Lease Agreement, dated as of March 29, 2000 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Novation and Amendment Agreement, dated as of March 28, 2008, between ***, as Existing
Lessee, ***, as New Lessee, and International Lease Finance Corporation, as Lessor.




Boeing 757-200ER bearing serial number 27621




Amended and Restated Aircraft Lease Agreement, dated as of November 7, 2007, between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Novation and Amendment Agreement, dated as of March 28, 2008, between ***, as Existing
Lessee, ***, as New Lessee, and International Lease Finance Corporation, as Lessor.




 




			
	***	 	Indicates that certain information contained herein has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.



- 107 -









 






Boeing 757-200ER bearing serial number 28166




Amended and Restated Aircraft Lease Agreement, dated as of November 8, 2007, between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Novation and Amendment Agreement, dated as of March 28, 2008, between ***, as Existing
Lessee, ***, as New Lessee, and International Lease Finance Corporation, as Lessor.


***





Boeing 757-200ER bearing serial number 25623




Aircraft Lease Agreement, dated as of April 25, 1992 (as amended and supplemented, between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Boeing 757-200ER bearing serial number 25626




Aircraft Lease Agreement, dated as of April 25, 1992 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Boeing 757-200ER bearing serial number 27208




Aircraft Lease Agreement, dated as of November 17, 1992 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Boeing 757-200ER bearing serial number 27219




Aircraft Lease Agreement, dated as of January 29, 1993 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Boeing 767-300ER bearing serial number 28208




Aircraft Lease Agreement, dated as of July 18, 1997 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Boeing 767-300ER bearing serial number 28883




Aircraft Lease Agreement, dated as of December 4, 1997 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.




 




			
	***	 	Indicates that certain information contained herein has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.



- 108 -









 






Boeing 767-300ER bearing serial number 29384




Aircraft Lease Agreement, dated as of December 4, 1997 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.


***





Airbus A319-100 aircraft bearing serial number 1223




Aircraft Lease Agreement, dated as of September 07, 1999 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Airbus A319-100 aircraft bearing serial number 1281




Aircraft Lease Agreement, dated as of September 07, 1999 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Airbus A319-100 aircraft bearing serial number 1463




Aircraft Lease Agreement, dated as of February 01, 2000 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Airbus A319-100 aircraft bearing serial number 2458




Aircraft Lease Agreement, dated as of August 31, 2004 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Assignment, Assumption and Amendment Agreement, dated as of September 26, 2007, among
International Lease Finance Corporation, ***, and ***.




Airbus A320-200 aircraft bearing serial number 565




Aircraft Lease Agreement, dated as of December 23, 2009 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.




 




			
	***	 	Indicates that certain information contained herein has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.



- 109 -









 






Airbus A320-200 aircraft bearing serial number 1110




Aircraft Lease Agreement, dated as of September 07, 1999 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Airbus A320-200 aircraft bearing serial number 2193




Aircraft Lease Agreement, dated as of January 16, 2004 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Assignment, Assumption and Amendment Agreement, dated as of September 26, 2007, among
International Lease Finance Corporation, ***, and ***.




Airbus A320-200 aircraft bearing serial number 2422




Aircraft Lease Agreement, dated as of August 31, 2004 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Assignment, Assumption and Amendment Agreement, dated as of September 26, 2007, among
International Lease Finance Corporation, ***, and ***.




Airbus A320-200 aircraft bearing serial number 2430




Aircraft Lease Agreement, dated as of August 31, 2004 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Assignment, Assumption and Amendment Agreement, dated as of September 26, 2007, among
International Lease Finance Corporation, ***, and ***.


***





Airbus A340-600 aircraft bearing serial number 706




Aircraft Lease Agreement, dated as of March 05, 2004 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.




 




			
	***	 	Indicates that certain information contained herein has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.



- 110 -









 






Airbus A340-600 aircraft bearing serial number 723




Aircraft Lease Agreement, dated as of March 05, 2004 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.


***





Boeing 767-200ER aircraft serial number 24448




Aircraft Lease Agreement, dated as of September 15, 2009 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.


***





Airbus A319-100 aircraft bearing serial number 2424




Aircraft Lease Agreement, dated as of December 12, 2008 (as amended and supplemented),
between ILFC Ireland Limited, as Lessor, and ***, as Lessee.




Aircraft Headlease Agreement, dated as of December 12, 2008, between International Lease
Finance Corporation, as Headlessor, and ILFC Ireland Limited, as Headlessee.


***





Airbus A330-200 aircraft bearing serial number 501




Aircraft Lease Agreement, dated as of July 12, 2001 (as amended and supplemented), between
International Lease Finance Corporation, as Lessor, and ***, as Lessee.




Airbus A330-200 aircraft bearing serial number 635




Aircraft Lease Agreement, dated as of December 16, 2003 (as amended and supplemented),
between International Lease Finance Corporation, as Lessor, and ***, as Lessee.




 




			
	***	 	Indicates that certain information contained herein has been omitted and filed
separately with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.



- 111 -









 





EXHIBIT A-1

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT



FORM OF COLLATERAL SUPPLEMENT



Wells Fargo Bank Northwest, N.A., as the Security Trustee

299 South Main Street, 12th floor

Salt Lake City, Utah 84111

Attention: ______________

Fax: ______________




[Date]





Re:     Aircraft Mortgage and Security Agreement and Guaranty, dated as of August 11, 2010


Ladies and Gentlemen:




          Reference is made to the Aircraft Mortgage and Security Agreement and Guaranty, dated as of
August 11 2010 (the “Aircraft Mortgage and Security Agreement”), among INTERNATIONAL LEASE FINANCE
CORPORATION, a California corporation (“ILFC”), ILFC IRELAND LIMITED, a private limited liability
company incorporated under the laws of Ireland, and ILFC (BERMUDA) III, LTD, a company incorporated
under the laws of Bermuda (collectively, the “Initial Intermediate Lessees”), and the ADDITIONAL
GRANTORS who become grantors under the Aircraft Mortgage and Security Agreement from time to time
(together with ILFC and the Initial Intermediate Lessees, the “Grantors”) and WELLS FARGO BANK
NORTHWEST, N.A., a national banking association, as the Security Trustee. Capitalized terms used
herein and not otherwise defined herein shall have the meanings assigned to them in the Aircraft
Mortgage and Security Agreement.




          The undersigned hereby delivers, as of the date first above written, the attached Annexes I
and II pursuant to Section 2.15 of the Aircraft Mortgage and Security Agreement.




          The undersigned Grantor hereby confirms that the property included in the attached Annexes
constitutes part of the Collateral and hereby makes each representation and warranty set forth in
Section 2.03 of the Aircraft Mortgage and Security Agreement (as supplemented by the attached
Annexes).




          Attached are (i) where required with respect to any Assigned Document (other than an Assigned
Lease) included in the foregoing Collateral, a Consent and Agreement in substantially the form of
Exhibit B to the Aircraft Mortgage and Security Agreement from the counterparty thereto or, with
respect to any Assigned Lease included in the foregoing Collateral, such consents, acknowledgements
and/or notices as are called for under Section 2.06(a) of the Aircraft Mortgage and Security
Agreement and (ii) duly completed copies of Annexes I and II hereto.








- 112 -









 








          This Collateral Supplement shall in all respects be governed by, and construed in accordance
with, the laws of the State of New York, including all matters of construction, validity and
performance.




	 	 	 	 	 
	Very truly yours,	 	 
	 
	 	 	 	 
	[_________________]	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 
	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	Acknowledged and agreed to as of the date first above written:
	 
	 	 	 	 
	WELLS FARGO BANK NORTHWEST, N.A.,

not in its individual capacity, but

solely as the Security Trustee	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 
	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 







- 113 -











 





ANNEX I

COLLATERAL SUPPLEMENT




AIRCRAFT OBJECTS




	 	 	 	 	 	 	 
	 	 	Airframe Manufacturer	 	 	 	Engine Manufacturer
	Airframe MSN	 	and Model	 	Engine MSNs	 	and Model
	 
	 	 
	 	 
	 	 









- 114 -









 








ANNEX II

COLLATERAL SUPPLEMENT




PLEDGED BENEFICIAL INTERESTS




	 	 	 	 	 
	 	 	 	 	Percentage of
	Issuer	 	Certificate No.	 	Beneficial Interest
	 
	 	 
	 	 






- 115 -









 






EXHIBIT A-2

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




FORM OF GRANTOR SUPPLEMENT




WELLS FARGO BANK NORTHWEST, N.A., as the Security Trustee

299 South Main Street, 12th floor

Salt Lake City, Utah 84111

Attention:

Fax:




[Date]





	 	Re:	 	 Aircraft Mortgage and Security Agreement and Guaranty, dated as of August 11,
2010




Ladies and Gentlemen:



Reference is made to the Aircraft Mortgage and Security Agreement and Guaranty, dated as of August
11, 2010 (the “Aircraft Mortgage and Security Agreement”), among INTERNATIONAL LEASE FINANCE
CORPORATION, a California corporation (“ILFC”), ILFC IRELAND LIMITED, a private limited liability
company incorporated under the laws of Ireland, and ILFC (BERMUDA) III, LTD., a company
incorporated under the laws of Bermuda (collectively, the “Initial Intermediate Lessees”), and the
ADDITIONAL GRANTORS who become grantors under the Aircraft Mortgage and Security Agreement from
time to time (together with ILFC and the Initial Intermediate Lessees, the “Grantors”) and WELLS
FARGO BANK NORTHWEST, N.A., a national banking association, as the Security Trustee. Capitalized
terms used herein and not otherwise defined herein shall have the meanings assigned to them in the
Aircraft Mortgage and Security Agreement.




          The undersigned hereby agrees, as of the date first above written, to become a Grantor under
the Aircraft Mortgage and Security Agreement as if it were an original party thereto and agrees
that each reference in the Aircraft Mortgage and Security Agreement to “Grantor” shall also mean
and be a reference to the undersigned.




          Grant of Security Interest. To secure the Secured Obligations, the undersigned Grantor hereby
assigns and pledges to the Security Trustee for its benefit and the benefit of the other Secured
Parties and hereby grants to the Security Trustee for its benefit and the benefit of the other
Secured Parties a first priority security interest in, all of its right, title and interest in and
to the following (collectively, the “Supplementary Collateral”):




          (a)      all of such Grantor’s right, title and interest in and to (i) each Pool Aircraft,
including the Airframe and Engines as the same is now and will hereafter be constituted, and in the
case of such Engines, whether or not any such Engine shall be installed in or attached to the
Airframe or any other airframe, together with (ii) all Parts of whatever nature, which are from
time to time included within the definitions of “Airframe” or “Engines”, including all







- 116 -









 







substitutions, renewals and replacements of and additions, improvements, accessions and
accumulations to the Airframe and Engines (other than additions, improvements, accessions and
accumulations which constitute appliances, parts, instruments, appurtenances, accessories,
furnishings or other equipment excluded from the definition of Parts), (iii) all Aircraft Documents
and (iv) any money or non-money proceeds of an Airframe or Engine arising from the total or partial
loss or destruction of such Airframe or its Engine or its total or partial confiscation,
condemnation or requisition




          (b)      all of such Grantor’s right, title and interest in and to all Leases to which such Grantor
is or may from time to time be party with respect to the Pool Aircraft and any leasing arrangements
among Grantors with respect to such Leases together with all Related Collateral Documents (all such
Leases and Related Collateral Documents, the “Assigned Leases”), including without limitation (i)
all rights of such Grantor to receive moneys due and to become due under or pursuant to such
Assigned Leases, (ii) all rights of such Grantor to receive proceeds of any insurance, indemnity,
warranty or guaranty with respect to such Assigned Leases, (iii) claims of such Grantor for damages
arising out of or for breach or default under such Assigned Leases, (iv) all rights under any such
Assigned Lease with respect to any subleases of the Pool Aircraft subject to such Assigned Lease
and (v) the right of such Grantor to terminate such Assigned Leases and to compel performance of,
and otherwise to exercise all remedies under, any Assigned Lease, whether arising under such
Assigned Leases or by statute or at law or in equity (the “Lease Collateral”);




          (c)      all of such Grantor’s right, title and interest to the following: (the “Beneficial
Interest Collateral”):




                    (i)      the Pledged Beneficial Interest, all certificates, if any, from time to time representing
all of such Grantor’s right, title and interest in the Pledged Beneficial Interest, any contracts
and instruments pursuant to which any such Pledged Beneficial Interest is created or issued and all
distributions, cash, instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of the Pledged Beneficial
Interest; and



                    (ii)      all of such Grantor’s right, title and interest in all additional beneficial interests in
any Owner Trust from time to time acquired by such Grantor in any manner, including the beneficial
interests in any Owner Trust that may be formed from time to time, the trust agreements and any
other contracts and instruments pursuant to which any such Owner Trusts are created or issued, and
all certificates, if any, from time to time representing such additional beneficial interests and
all distributions, cash, instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all such additional beneficial
interests;



          (d)      all of the following (the “Assigned Agreement Collateral”):




                    (i)      all of such Grantor’s right, title and interest in and to all security assignments, cash
deposit agreements and other security agreements executed in its favor in respect of any Pool
Aircraft (including any Airframe and any Engine) or in respect of or pursuant





- 117 -









 




to any Assigned
Lease, in each case as such agreements may be amended or otherwise modified from time to time
(collectively, the “Assigned Agreements”); and




                    (ii)      all of such Grantor’s right, title and interest in and to all property of whatever
nature, in each case pledged, assigned or transferred to it or mortgaged or charged in its favor
pursuant to any Assigned Agreement;



          (e)      all of such Grantor’s right, title and interest in and to the Acquisition Agreements (the
“Aircraft Purchase Collateral”);




          (f)      all of such Grantor’s right, title and interest in and to the personal property identified
in a Grantor Supplement or a Collateral Supplement executed and delivered by such Grantor to the
Security Trustee;




          (g)      all of such Grantor’s right, title and interest in and to the Cash Collateral Account and
all funds, cash, investment property, investments, securities, instruments or other property
(including all “financial assets” within the meaning of Section 8-102(a)(9) of the UCC) at any time
or from time to time credited to any such account (collectively, the “Account Collateral”); and




          (h)      all proceeds of any and all of the foregoing Collateral (including proceeds that
constitute property of the types described in subsections (a), (b), (c), (d), (e), (f) and (g)
above);



provided that the Collateral shall not include any Excluded Property.




          The undersigned Grantor hereby makes each representation and warranty set forth in
Section 2.03 of the Aircraft Mortgage and Security Agreement (as supplemented by the attached
Annexes) and hereby agrees to be bound as a Grantor by all of the terms and provisions of the
Aircraft Mortgage and Security Agreement. Each reference in the Aircraft Mortgage and Security
Agreement to the Assigned Agreements, the Assigned Agreement Collateral, the Acquisition
Agreements, the Aircraft Purchase Collateral, the Assigned Leases, the Beneficial Interest
Collateral, the Lease Collateral, the Assigned Documents and the Account Collateral shall be
construed to include a reference to the corresponding Collateral hereunder.




          The undersigned hereby agrees, together with the other Grantors, jointly and severally to
indemnify the Security Trustee and its officers, directors, employees and agents in the manner set
forth in Section 8.01 of the Aircraft Mortgage and Security Agreement.




          Attached are (i) where required with respect to any Assigned Document (other than an Assigned
Lease) included in the foregoing Supplementary Collateral, a Consent and Agreement in substantially
the form of Exhibit B to the Aircraft Mortgage and Security Agreement from the counterparty thereto
or, with respect to any Assigned Lease included in the foregoing Supplementary Collateral, such
consents, acknowledgements and/or notices as are called for under Section 2.06(a) of the Aircraft
Mortgage and Security Agreement and (ii) duly completed copies of Annexes I, II, III and IV hereto.




[Signature Page Follows]









- 118 -









 








          This Grantor Supplement shall in all respects be governed by, and construed in accordance
with, the laws of the State of New York, including all matters of construction, validity and
performance.



Very truly yours,



[NAME OF GRANTOR]




	 	 	 	 	 

	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 





Acknowledged and agreed to as of the date first above written:




WELLS FARGO BANK NORTHWEST, N.A.,

not in its individual capacity, but solely as the Security Trustee




	 	 	 	 	 

	By:
	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 








- 119 -









 








ANNEX I

GRANTOR SUPPLEMENT




AIRCRAFT OBJECTS




	 	 	 	 	 	 	 
	 	 	Airframe Manufacturer	 	 	 	Engine Manufacturer
	Airframe MSN	 	and Model	 	Engine MSNs	 	and Model
	 
	 	 
	 	 
	 	 







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ANNEX II

GRANTOR SUPPLEMENT




PLEDGED BENEFICIAL INTERESTS




	 	 	 	 	 
	 	 	 	 	Percentage of
	Issuer	 	Certificate No.	 	Beneficial Interest
	 
	 	 
	 	 








- 121 -









 






ANNEX III

GRANTOR SUPPLEMENT




TRADE NAMES








- 122 -









 








ANNEX IV

GRANTOR SUPPLEMENT




	 	 	 
	 	 	Chief Executive Office, Chief Place of Business
	 	 	and Registered Office
	Name of Grantor	 	and Organizational ID (if applicable)
	 
	 	 








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EXHIBIT B

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




FORM OF CONSENT AND AGREEMENT




[DATE]




[Name of the Grantor]



Ladies and Gentlemen:




          Reference is made to the agreement between you and the Grantor dated [               ]
(the “Assigned Document”).




          Pursuant to the Aircraft Mortgage and Security Agreement and Guaranty, dated as of August 11,
2010 (the “Aircraft Mortgage and Security Agreement”), between the Grantor, certain other Grantors
and WELLS FARGO BANK NORTHWEST, N.A., as the Security Trustee, the Grantor has granted to the
Security Trustee a security interest in certain property of the Grantor, including, among other
things, the following (the “Collateral”): all of such Grantor’s right, title and interest in and
to the Assigned Document, including without limitation all rights of such Grantor to receive moneys
due and to become due under or pursuant to the Assigned Document, all rights of such Grantor to
receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Assigned
Document, claims of such Grantor for damages arising out of or for breach or default under the
Assigned Document and the right of such Grantor to terminate the Assigned Document, to perform
thereunder and to compel performance and otherwise exercise all remedies thereunder, whether
arising under the Assigned Document or by statute or at law or in equity. Capitalized terms used
herein, unless otherwise defined herein, have the meanings assigned to them in the Aircraft
Mortgage and Security Agreement.




          By signing this Consent and Agreement, you acknowledge notice of, and consent to the terms and
provisions of, the Aircraft Mortgage and Security Agreement and confirm to the Security Trustee
that you have received no notice of any other pledge or assignment of the Assigned Document that
has not been terminated or rescinded. Further, you hereby agree with the Security Trustee that:




          (a)      The Security Trustee shall be entitled to exercise any and all rights and remedies of the
Grantor under the Assigned Document in accordance with the terms of the Aircraft Mortgage and
Security Agreement, and you will comply in all respects with such exercise.




          (b)      You will not, without the prior written consent of the Security Trustee, (i) cancel or
terminate the Assigned Document or consent to or accept any cancellation or termination thereof or
(ii) amend or otherwise modify the Assigned Document.




          This Consent and Agreement shall be binding upon you and your successors and assigns and shall
inure to the benefit of the Security Trustee, the Secured Parties and their successors, transferees
and assigns.










- 124 -









 








          This Consent and Agreement shall in all respects, be governed by and construed in accordance
with the laws of the State of New York, including all matters of construction, validity and
performance.




	 	 	 	 	 
	 	Very truly yours,



[NAME OF GRANTOR]


 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	

WELLS FARGO BANK NORTHWEST, N.A.,


not in its individual capacity,

but solely as the Security Trustee


 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Acknowledged and agreed to as of

the date first above written:



[NAME OF OBLIGOR]






	 	 	 	 	 

	By:
	 	 	 	 
	 

	 	 

	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 










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EXHIBIT C

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




FORM OF FAA AIRCRAFT MORTGAGE



FAA AIRCRAFT MORTGAGE (MSN [_____])



          THIS FAA AIRCRAFT MORTGAGE (MSN [_____]) (this “Agreement”) dated as of [__________], is made
by and between [_____], as grantor (the “Grantor”), and WELLS FARGO BANK NORTHWEST, NATIONAL
ASSOCIATION, a national banking association, as the Security Trustee (the “Security Trustee”) under
the Aircraft Mortgage and Security Agreement and Guaranty (the “Aircraft Mortgage”), dated as of
August 11, 2010, among INTERNATIONAL LEASE FINANCE CORPORATION (“ILFC”), ILFC IRELAND LIMITED, ILFC
(BERMUDA) III, LTD. and the additional grantors referred to therein, as the grantors, WELLS FARGO
BANK NORTHWEST, N.A., as the Security Trustee. Capitalized terms used and not defined herein are
used as defined in Appendix A hereto.




W I T N E S S E T H:




          WHEREAS, ILFC, The Bank of New York Mellon Trust Company, N.A., as Trustee, as Paying Agent,
Security Registrar and Authentication Agent have entered into that certain Indenture, dated as of
August 11, 2010 (the “Indenture”), pursuant to which ILFC will issue securities thereunder; and




          WHEREAS, the Grantor and the Security Trustee have entered into the Aircraft Mortgage in order
to secure the payment and performance of all obligations of the Grantors under the Indenture and
the Securities; and




          WHEREAS, the Grantor has agreed to secure the Secured Obligations by granting to the Security
Trustee for the benefit of the Secured Parties a Lien on its interest in the airframe (the
“Airframe”) and engines (the “Engines”) described in Schedule I hereto (collectively, the
“Aircraft”) and on certain other property and rights relating thereto:




          NOW, THEREFORE, in order to (a) induce the Secured Parties to enter into the Aircraft Mortgage
and the Indenture and (b) secure the prompt payment and performance of all the Secured Obligations,
the Grantor and the Security Trustee hereby agree as follows:





	1.	 	SECURITY INTEREST.






          The Grantor does hereby transfer, convey, pledge, mortgage, hypothecate, assign and grant a
first priority security interest to the Security Trustee, subject to no prior interests of any
Person whatsoever except for a lessee under a Lease, in the following collateral (collectively, the
“Mortgage Collateral”) attaching on the date of this Agreement:




                    (a)       all of the Grantor’s right, title and interest in and to (i) the Aircraft, including the
Airframe and Engines as the same is now and will hereafter be constituted, and in




- 126 -









 




the case of such Engines, whether or not any such Engine shall be installed in or attached to
the Airframe or any other airframe, together with (ii) all Parts of whatever nature, which are from
time to time included within the definitions of “Airframe” or “Engines”, including all
substitutions, renewals and replacements of and additions, improvements, accessions and
accumulations to the Airframe and Engines (other than additions, improvements, accessions and
accumulations which constitute appliances, parts, instruments, appurtenances, accessories,
furnishings or other equipment excluded from the definition of Parts), (iii) all Aircraft Documents
and (iv) any money or non-money proceeds of an Airframe or Engine of an Aircraft arising from the
total or partial loss or destruction of such Airframe or its Engine or its total or partial
confiscation, condemnation or requisition up to the amount of hull insurance in respect of such
Aircraft required to be carried hereunder;




                        (b)       all of the Grantor’s right, title and interest in and to all property of whatever nature,
in each case pledged, assigned or transferred to it or mortgaged or charged in its favor pursuant
to any Assigned Agreement;



                        (c)       all of the Grantor’s right, title and interest in and to the Acquisition Agreements (the
“Aircraft Purchase Collateral”); and



                        (d)       all proceeds of any and all of the foregoing Mortgage Collateral (including proceeds that
constitute property of the types described in subsections (a), (b) and (c) of this Section 1);


provided that the Mortgage Collateral shall not include any Excluded Property.




          TO HAVE AND TO HOLD this Agreement Collateral unto the Security Trustee, and its successors
and assigns, as security for the Secured Obligations.





	2.	 	INCORPORATION BY REFERENCE. THE SECURITY INTEREST IN THE COLLATERAL CREATED UNDER THIS
AGREEMENT IS GRANTED IN ACCORDANCE WITH THE AIRCRAFT MORTGAGE AND ALL OF THE TERMS AND
CONDITIONS THEREOF, INCLUDING BUT NOT LIMITED TO PROVISIONS RELATING TO THE EXERCISE OF
REMEDIES, SHALL BE INCORPORATED HEREIN BY REFERENCE.

	 
	3.	 	MISCELLANEOUS






          3.1       Successors and Assigns. All the terms, provisions, conditions and covenants herein
contained shall be binding upon and shall inure to the benefit of the Grantor, the Security Trustee
and their respective successors, assigns and transferees.




          3.2       Severability. Any provision of this Agreement prohibited by the laws of any jurisdiction
or otherwise held to be invalid by any court of law of any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition, or modified to conform with such
laws, without invalidating the remaining provisions hereof; and any such prohibition in any
jurisdiction shall not invalidate such provisions in any other jurisdiction.








- 127 -









 








          3.3       Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK.




          3.4       Further Assurances. At any time and from time to time, upon the request of the Security
Trustee, the Grantor shall promptly and duly execute and deliver any and all such further
instruments and documents that may be necessary, or that the Security Trustee may reasonably
request, in order for the Security Trustee to obtain the full benefits of security interests and
assignments created or intended to be created hereby and of the rights and powers granted herein
and in the Aircraft Mortgage.




          3.5       Notices. All notices, requests, demands or other communications required hereunder or
given pursuant hereto shall be in writing unless otherwise expressly provided to the following
specified address or to such other address as either party may from time to time hereafter
designate to the other party in writing:




          If to the Grantor:



[_____]

[ADDRESS]

Attention: [_____]

Fax: [_____]




          If to the Security Trustee:



WELLS FARGO BANK NORTHWEST, N.A., as Security Trustee

299 South Main Street, 12th floor

Salt Lake City, Utah 84111

Attention: Corporate Lease Group

Fax: (801) 246-5630




          3.6       Security Trustee.




          The Security Trustee shall be afforded all of the rights, protections, immunities and
indemnities set forth in the Aircraft Mortgage as if such rights, protections, immunities and
indemnities were specifically set forth herein.




          3.7       Execution in Counterparts.




          This Agreement may be executed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures were upon the same instrument.




[Remainder of page intentionally left blank]







- 128 -









 








          IN WITNESS WHEREOF, the parties hereto have, by their indicated officers thereunto duly
authorized, caused this FAA Aircraft Mortgage to be executed as of the day and year first above
written and to be delivered in the State of New York.




	 	 	 	 	 	 	 

	GRANTOR:	 	[_____]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	SECURITY TRUSTEE:	 	WELLS FARGO BANK NORTHWEST, 

N.A., not in its individual
capacity but solely
  as Security Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 







- 129 -









 





APPENDIX A

FAA AIRCRAFT MORTGAGE




DEFINITIONS



        For all purposes of this Agreement, all capitalized terms used, but not defined, in this
Agreement shall have the respective meanings assigned to such terms in the Aircraft Mortgage, and
the following terms have the meanings indicated below:





“Agreement” has the meaning specified in the recital of parties to this Agreement.




“Aircraft” has the meaning specified in the third recital of this Agreement.




“Aircraft Documents” means all technical data, manuals and log books, and all
inspection, modification and overhaul records and other service, repair, maintenance and
technical records that are required pursuant to applicable law to be maintained with respect
to the Aircraft, and such term shall include all additions, renewals, revisions and
replacements of any such materials from time to time required to be made pursuant to
applicable law, and in each case in whatever form and by whatever means or medium (including
microfiche, microfilm, paper or computer disk) such materials may be maintained or retained
by the Lessee.




“Aircraft Mortgage” has the meaning specified in the preliminary statements to this
Agreement.




“Aircraft Purchase Collateral” has the meaning specified in Section 1(c) of this Agreement.




“Assigned Agreement” has the meaning specified in the Aircraft Mortgage.




“Excluded Property” has the meaning specified in the Aircraft Mortgage.




“Grantors” has the meaning specified in the Aircraft Mortgage.




“Indenture” has the meaning specified in the first recital of this Agreement.




“Lease” means, with respect to any Aircraft, any aircraft lease agreement, conditional
sale agreement, hire purchase agreement or other similar arrangement, as may be in effect
between the Grantor and a Lessee, as such agreement or arrangement may be amended, modified,
extended, supplemented, assigned or novated from time to time in accordance with the
Aircraft Mortgage and the Indenture; provided that if, under any sub-leasing arrangement
with respect to the Aircraft permitted by the Lease of the Aircraft and executed by the
Lessee and a sub-lessee, the lessor of the Aircraft agrees to receive payments or collateral
directly from, or is to make payments directly to, such sub-lessee, in any such case to the
exclusion of the related Lessee, then the relevant sub-lease shall constitute the “Lease” of
the Aircraft, and the sub-lessee shall constitute the related “Lessee” with respect to the
Aircraft, but only to the extent of the provisions of such sub-




- 130 -









 







lease agreement relevant to such payments and collateral and to the extent agreed by the
relevant lessor.




“Lien” means any mortgage, pledge, lien, encumbrance, international interest, charge or
security interest, including without limitation any prospective contract of sale or other
prospective international interest.




“Mortgage Collateral” means the Aircraft and other property described in Section 1
hereof and subject to the security interest created by this Agreement.




“Part” has the meaning specified in the Aircraft Mortgage.




“Person” means any natural person, firm, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, government or any
political subdivision thereof or any other legal entity, including public bodies.




“Secured Obligations” has the meaning specified in the Aircraft Mortgage.




“Secured Parties” has the meaning specified in the Aircraft Mortgage.




- 131 -









 





SCHEDULE I

FAA AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




MORTGAGE COLLATERAL



          1.       “Aircraft [__]” means:




          one (1) [__________] Model [__________] aircraft bearing manufacturer’s serial no. [_____] and
FAA registration number [_____];




          together with two (2) [__________] Model [__________] aircraft engines (each of which engines
has 550 or more rated takeoff horsepower or the equivalent thereof) bearing manufacturer’s serial
nos. [_____] and [_____] respectively.








- 132 -









 








EXHIBIT D

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




FORM OF FAA AIRCRAFT MORTGAGE AND LEASE SECURITY ASSIGNMENT



FAA AIRCRAFT MORTGAGE AND LEASE SECURITY ASSIGNMENT (MSN [_____])




          THIS FAA AIRCRAFT MORTGAGE AND LEASE SECURITY ASSIGNMENT (MSN [_____]) (this “Agreement”)
dated as of [__________], is made by and between [_____], as grantor (the “Grantor”), and WELLS
FARGO BANK NORTHWEST, N.A., a national banking association, as the Security Trustee (the “Security
Trustee”) under the Aircraft Mortgage and Security Agreement and Guaranty (the “Aircraft
Mortgage”), dated as of August 11, 2010, among INTERNATIONAL LEASE FINANCE CORPORATION (“ILFC”),
ILFC IRELAND LIMITED, ILFC (BERMUDA) III, LTD. and the additional grantors referred to therein (the
“Grantors”), WELLS FARGO BANK NORTHWEST, N.A., as the Security Trustee. Capitalized terms used and
not defined herein are used as defined in Appendix A hereto.




W I T N E S S E T H:




          WHEREAS, ILFC, The Bank of New York Mellon Trust Company, N.A., as Trustee, as Paying Agent,
Security Registrar and Authentication Agent have entered into that certain Indenture, dated as of
August 11, 2010 (the “Indenture”), pursuant to which ILFC will issue securities thereunder; and




          WHEREAS, the Grantor and the Security Trustee have entered into the Aircraft Mortgage in order
to secure the payment and performance of all obligations of the Grantor under the Indenture and the
Securities; and




          WHEREAS, the Grantor has agreed to secure the Secured Obligations by granting to the Security
Trustee for the benefit of the Secured Parties a Lien on its interest in the airframes and engines
described in Schedule I hereto (collectively, the “Aircraft”) and by granting to the Security
Trustee a Lien on and security interest in its rights under the lease agreements described in
Schedule I hereto (the “Assigned Leases”) and on certain other property and rights relating
thereto; and




          NOW, THEREFORE, in order to (a) induce the Secured Parties to enter into the Indenture and the
Aircraft Mortgage and (b) secure the prompt payment and performance of all the Secured Obligations,
the Grantor and the Security Trustee hereby agree as follows:





	1.	 	SECURITY INTEREST.






          The Grantor does hereby transfer, convey, pledge, mortgage, hypothecate, assign and grant a
first priority security interest to the Security Trustee, subject to no prior interests of any
Person whatsoever except for a lessee under a Lease, in the following collateral (collectively, the
“Mortgage Collateral”) attaching on the date of this Agreement:








- 133 -









 








                    (e)       all of the Grantor’s right, title and interest in and to (i) the Aircraft, including the
Airframe and Engines as the same is now and will hereafter be constituted, and in the case of such
Engines, whether or not any such Engine shall be installed in or attached to the Airframe or any
other airframe, together with (ii) all Parts of whatever nature, which are from time to time
included within the definitions of “Airframe” or “Engines”, including all substitutions, renewals
and replacements of and additions, improvements, accessions and accumulations to the Airframe and
Engines (other than additions, improvements, accessions and accumulations which constitute
appliances, parts, instruments, appurtenances, accessories, furnishings or other equipment excluded
from the definition of Parts), (iii) all Aircraft Documents and (iv) any money or non-money
proceeds of an Airframe or Engine of an Aircraft arising from the total or partial loss or
destruction of such Airframe or its Engine or its total or partial confiscation, condemnation or
requisition up to the amount of hull insurance in respect of such Aircraft required to be carried
hereunder;



                    (f)       all of the Grantor’s right, title and interest in and to all Leases to which the Grantor
is or may from time to time be party with respect to the Aircraft and any leasing arrangements
among Grantors with respect to such Leases together with all Related Collateral Documents (all such
Leases and Related Collateral Documents, the “Assigned Leases”), including (i) all rights of the
Grantor to receive moneys due and to become due under or pursuant to such Assigned Leases, (ii) all
rights of the Grantor to receive proceeds of any insurance, indemnity, warranty or guaranty with
respect to such Assigned Leases up to the amount of hull insurance in respect of the Aircraft
required to be carried hereunder, (iii) claims of the Grantor for damages arising out of or for
breach or default under such Assigned Leases, (iv) all rights under any such Assigned Lease with
respect to any subleases of the Aircraft subject to such Assigned Lease and (v) the right of the
Grantor to terminate such Assigned Leases and to compel performance of, and otherwise to exercise
all remedies under, any Assigned Lease, whether arising under such Assigned Leases or by statute or
at law or in equity (the “Lease Collateral”);



                    (g)       all of the following (the “Assigned Agreement Collateral”):



                                (i)       all of the Grantor’s right, title and interest in and to all security assignments, cash
deposit agreements and other security agreements executed in its favor in respect of any Aircraft
(including any Airframe and any Engine) pursuant to any Assigned Lease, in each case as such
agreements may be amended or otherwise modified from time to time (collectively, the “Assigned
Agreements”); and



                                (ii)       all of the Grantor’s right, title and interest in and to all property of whatever nature,
in each case pledged, assigned or transferred to it or mortgaged or charged in its favor pursuant
to any Assigned Agreement;



                    (h)       all of the Grantor’s right, title and interest in and to the Acquisition Agreements (the
“Aircraft Purchase Collateral”); and



                    (i)       all proceeds of any and all of the foregoing Mortgage Collateral (including proceeds that
constitute property of the types described in subsections (a), (b), (c) and (d) of this Section 1);




- 134 -









 




provided that the Mortgage Collateral shall not include any Excluded Property.




          TO HAVE AND TO HOLD this Agreement Collateral unto the Security Trustee, and its successors
and assigns, as security for the Secured Obligations.




          2.         INCORPORATION BY REFERENCE. THE SECURITY INTEREST IN THE COLLATERAL CREATED UNDER THIS
AGREEMENT IS GRANTED IN ACCORDANCE WITH THE AIRCRAFT MORTGAGE AND ALL OF THE TERMS AND CONDITIONS
THEREOF, INCLUDING BUT NOT LIMITED TO PROVISIONS RELATING TO THE EXERCISE OF REMEDIES, SHALL BE
INCORPORATED HEREIN BY REFERENCE.




          3.         MISCELLANEOUS




          3.1       Successors and Assigns. All the terms, provisions, conditions and covenants herein
contained shall be binding upon and shall inure to the benefit of the Grantor, the Security Trustee
and their respective successors, assigns and transferees.




          3.2       Severability. Any provision of this Agreement prohibited by the laws of any jurisdiction
or otherwise held to be invalid by any court of law of any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition, or modified to conform with such
laws, without invalidating the remaining provisions hereof; and any such prohibition in any
jurisdiction shall not invalidate such provisions in any other jurisdiction.




          3.3       Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
LAWS OF THE STATE OF NEW YORK.




          3.4       Further Assurances. At any time and from time to time, upon the request of the Security
Trustee, the Grantor shall promptly and duly execute and deliver any and all such further
instruments and documents that may be necessary, or that the Security Trustee may reasonably
request, in order for the Security Trustee to obtain the full benefits of security interests and
assignments created or intended to be created hereby and of the rights and powers granted herein
and in the Aircraft Mortgage.




          3.5       Notices. All notices, requests, demands or other communications required hereunder or
given pursuant hereto shall be in writing unless otherwise expressly provided to the following
specified address or to such other address as either party may from time to time hereafter
designate to the other party in writing:




          If to the Grantor:



[_____]

[ADDRESS]

Attention: [_____]

Fax: [_____]





- 135 -









 





          If to the Security Trustee:



WELLS FARGO BANK NORTHWEST, N.A., as Security Trustee

299 South Main Street, 12th floor

Salt Lake City, Utah 84111

Attention: Corporate Lease Group

Fax: (801) 246-5630




          3.6       Security Trustee.




          The Security Trustee shall be afforded all of the rights, protections, immunities and
indemnities set forth in the Aircraft Mortgage as if such rights, protections, immunities and
indemnities were specifically set forth herein.




          3.7       Execution in Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be an original, with the same effect as if the signatures were upon the same
instrument.




[Remainder of page intentionally left blank]







- 136 -









 








          IN WITNESS WHEREOF, the parties hereto have, by their indicated officers thereunto duly
authorized, caused this FAA Aircraft Mortgage and Lease Security Assignment to be executed as of
the day and year first above written and to be delivered in the State of New York.



	 	 	 	 	 	 	 

	GRANTOR:	 	[_____]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	SECURITY TRUSTEE:	 	WELLS FARGO BANK NORTHWEST, 
N.A., not in its individual
capacity but solely
 as Security Trustee	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 







- 137 -









 






APPENDIX A

FAA AIRCRAFT MORTGAGE AND LEASE SECURITY ASSIGNMENT




DEFINITIONS



        For all purposes of this Agreement, all capitalized terms used, but not defined, in this
Agreement shall have the respective meanings assigned to such terms in the Aircraft Mortgage, and
the following terms have the meanings indicated below:





“Agreement” has the meaning specified in the recital of parties to this Agreement.




“Aircraft” has the meaning specified in the third recital of this Agreement.




“Aircraft Documents” means all technical data, manuals and log books, and all
inspection, modification and overhaul records and other service, repair, maintenance and
technical records that are required pursuant to applicable law to be maintained with respect
to the Aircraft, and such term shall include all additions, renewals, revisions and
replacements of any such materials from time to time required to be made pursuant to
applicable law, and in each case in whatever form and by whatever means or medium (including
microfiche, microfilm, paper or computer disk) such materials may be maintained or retained
by the Lessee.




“Aircraft Mortgage” has the meaning specified in the preliminary statements to this
Agreement.




“Aircraft Purchase Collateral” has the meaning specified Section 1(d) of this Agreement.




“Assigned Agreement Collateral” has the meaning specified in Section 1(c) of this Agreement.




“Assigned Agreements” has the meaning specified in Section 1(c)(i) of this Agreement.




“Assigned Leases” has the meaning specified in Section 1(b) of this Agreement.




“Excluded Property” has the meaning specified in the Aircraft Mortgage.




“Grantors” has the meaning specified in the Aircraft Mortgage.




“Indenture” has the meaning specified in the first recital of this Agreement.




“Lease” means, with respect to any Aircraft, any aircraft lease agreement, conditional
sale agreement, hire purchase agreement or other similar arrangement, as may be in effect
between the Grantor and a Lessee, as such agreement or arrangement may be amended, modified,
extended, supplemented, assigned or novated from time to time in accordance with the
Aircraft Mortgage and the Indenture; provided that if, under any sub-leasing arrangement
with respect to the Aircraft permitted by the Lease of the Aircraft and




- 138 -









 







executed by the Lessee and a sub-lessee, the lessor of the Aircraft agrees to receive
payments or collateral directly from, or is to make payments directly to, such sub-lessee,
in any such case to the exclusion of the related Lessee, then the relevant sub-lease shall
constitute the “Lease” of the Aircraft, and the sub-lessee shall constitute the related
“Lessee” with respect to the Aircraft, but only to the extent of the provisions of such
sub-lease agreement relevant to such payments and collateral and to the extent agreed by the
relevant lessor.




“Lease Collateral” has the meaning specified in Section 1(b) of this Agreement.




“Lessee” means the lessee under any Lease.




“Lien” means any mortgage, pledge, lien, encumbrance, international interest, charge or
security interest, including without limitation any prospective contract of sale or other
prospective international interest.




“Mortgage Collateral” means the Aircraft and other property described in Section 1
hereof and subject to the security interest created by this Agreement.




“Part” has the meaning specified in the Aircraft Mortgage.




“Person” means any natural person, firm, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, government or any
political subdivision thereof or any other legal entity, including public bodies.




“Related Collateral Documents” means a letter of credit, third-party or bank guarantee or
cash collateral provided by or on behalf of a Lessee to secure such Lessee’s obligations
under a Lease, in each case to the extent assignable without the consent of a third party.




“Secured Obligations” has the meaning specified in the Aircraft Mortgage.




“Secured Parties” has the meaning specified in the Aircraft Mortgage.




- 139 -









 





SCHEDULE I

FAA AIRCRAFT MORTGAGE AND LEASE SECURITY ASSIGNMENT




MORTGAGE COLLATERAL




“Airframe [__]” means one (1) [__________] Model [__________] aircraft bearing
manufacturer’s serial no. [_____] and FAA registration number [_____].




“Engines [__]” means two (2) [__________] Model [__________] aircraft engines (each of
which engines has 550 or more rated takeoff horsepower or the equivalent thereof) bearing
manufacturer’s serial nos. [_____] and [_____] respectively.




[Lease Agreement] dated [__________], between [__________] and [__________] relating to
Airframe [__] and Engines [__].




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EXHIBIT E

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




FORM OF FAA LEASE SECURITY ASSIGNMENT



FAA LEASE SECURITY ASSIGNMENT (MSN [_____])



          THIS FAA LEASE SECURITY ASSIGNMENT (MSN [_____]) (this “Assignment”) dated as of [__________],
is made by and between [_____], as grantor (the “Grantor”), and WELLS FARGO BANK NORTHWEST, N.A., a
national banking association, as the Security Trustee (the “Security Trustee”) under the Aircraft
Mortgage and Security Agreement and Guaranty (the “Aircraft Mortgage”), dated as of August [ ],
2010, among INTERNATIONAL LEASE FINANCE CORPORATION (“ILFC”), ILFC IRELAND LIMITED, ILFC (BERMUDA)
III, LTD. and the additional grantors referred to therein, (the “Grantors”), WELLS FARGO BANK
NORTHWEST, N.A., as the Security Trustee. Capitalized terms used and not defined herein are used
as defined in Appendix A hereto.




W I T N E S S E T H:




          WHEREAS, ILFC, The Bank of New York Mellon Company, N.A., as Trustee, as Paying Agent,
Security Registrar and Authentication Agent have entered into that certain Indenture, dated as of
August 11, 2010 (the “Indenture”), pursuant to which ILFC will issue securities thereunder; and




          WHEREAS, the Grantor and the Security Trustee have entered into the Aircraft Mortgage in order
to secure the payment and performance of all obligations of the Grantor under the Indenture and the
Securities; and




          WHEREAS, the Grantor has agreed to secure the Secured Obligations by assigning to the Security
Trustee the Lease Agreements as more fully described on Schedule 1 hereto, and all amendments,
supplements, schedules, receipts and acceptance certificates executed or delivered pursuant
thereto; and




          NOW THEREFORE, the Grantor hereby agrees as follows with the Security Trustee for its benefit
and the benefit of the other Secured Parties:




          1. The Grantor hereby bargains, sells, transfers and conveys to the Security Trustee, for its
benefit and the benefit of the other Secured Parties, all of the Grantor’s right, title and
interest in and to:




          (a)       all Leases to which the Grantor is or may from time to time be party with respect to the
Aircraft and any leasing arrangements among Grantors with respect to such Leases together with all
Related Collateral Documents (all such Leases and Related Collateral Documents, the “Assigned
Leases”), including (i) all rights of the Grantor to receive moneys due and to become due under or
pursuant to such Assigned Leases, (ii) all rights of the Grantor to receive proceeds of any
insurance, indemnity, warranty or guaranty with respect to such Assigned Leases up to the amount of
hull insurance in respect of the Aircraft required to be





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carried hereunder, (iii) claims of the Grantor for damages arising out of or for breach or
default under such Assigned Leases, (iv) all rights under any such Assigned Lease with respect to
any subleases of the Aircraft subject to such Assigned Lease and (v) the right of the Grantor to
terminate such Assigned Leases and to compel performance of, and otherwise to exercise all remedies
under, any Assigned Lease, whether arising under such Assigned Leases or by statute or at law or in
equity (the “Lease Collateral”); and




          (b)     all of the Grantor’s right, title and interest in and to all security assignments, cash
deposit agreements and other security agreements executed in its favor in respect of any Aircraft
(including any Airframe and any Engine) pursuant to any Assigned Lease, in each case as such
agreements may be amended or otherwise modified from time to time (collectively, the “Assigned
Agreements”);



provided that the Lease Collateral shall not include any Excluded Property.




          2.       INCORPORATION BY REFERENCE. THE SECURITY INTEREST CREATED UNDER THIS AGREEMENT IS GRANTED
IN ACCORDANCE WITH THE AIRCRAFT MORTGAGE AND ALL OF THE TERMS AND CONDITIONS THEREOF, INCLUDING BUT
NOT LIMITED TO PROVISIONS RELATING TO THE GRANTOR’S RIGHTS IN RESPECT OF DEALING WITH ANY ASSIGNED
LEASE AND THE SECURITY TRUSTEE’S EXERCISE OF REMEDIES, SHALL BE INCORPORATED HEREIN BY REFERENCE.




[The remainder of this page is intentionally blank.]







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          IN WITNESS WHEREOF, the undersigned have executed or caused this Assignment to be executed on
the day and year first written above.



	 	 	 	 	 	 	 

	 	 	GRANTOR:	 	 
	 
	 	 	 	 	 	 
	 	 	[_____]	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	SECURITY TRUSTEE:	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK NORTHWEST, N.A., 
not in its
individual capacity but solely as Security
 Trustee	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 








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APPENDIX A

FAA LEASE SECURITY ASSIGNMENT




DEFINITIONS



          For all purposes of this Agreement, all capitalized terms used, but not defined, in this
Agreement shall have the respective meanings assigned to such terms in the Aircraft Mortgage, and
the following terms have the meanings indicated below:





“Agreement” has the meaning specified in the recital of parties to this Agreement.




“Aircraft” has the meaning specified in the third recital of this Agreement.




“Aircraft Mortgage” has the meaning specified in the preliminary statements to this
Agreement.




“Assigned Agreements” has the meaning specified in Section 1(b) of this Agreement.




“Assigned Leases” has the meaning specified in Section 1(a) of this Agreement.




“Excluded Property” has the meaning specified in the Aircraft Mortgage.




“Grantors” has the meaning specified in the Aircraft Mortgage.




“Indenture” has the meaning specified in the first recital of this Agreement.




“Lease” means, with respect to any Aircraft, any aircraft lease agreement, conditional
sale agreement, hire purchase agreement or other similar arrangement, as may be in effect
between the Grantor and a Lessee, as such agreement or arrangement may be amended, modified,
extended, supplemented, assigned or novated from time to time in accordance with the
Aircraft Mortgage and the Indenture; provided that if, under any sub-leasing arrangement
with respect to the Aircraft permitted by the Lease of the Aircraft and executed by the
Lessee and a sub-lessee, the lessor of the Aircraft agrees to receive payments or collateral
directly from, or is to make payments directly to, such sub-lessee, in any such case to the
exclusion of the related Lessee, then the relevant sub-lease shall constitute the “Lease” of
the Aircraft, and the sub-lessee shall constitute the related “Lessee” with respect to the
Aircraft, but only to the extent of the provisions of such sub-lease agreement relevant to
such payments and collateral and to the extent agreed by the relevant lessor.




“Lease Collateral” has the meaning specified in Section 1(a) of this Agreement.




“Lessee” means the lessee under any Lease.




“Lien” means any mortgage, pledge, lien, encumbrance, international interest, charge or
security interest, including without limitation any prospective contract of sale or other
prospective international interest.




- 144 -









 






“Person” means any natural person, firm, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, government or any
political subdivision thereof or any other legal entity, including public bodies.




“Related Collateral Documents” means a letter of credit, third-party or bank guarantee or
cash collateral provided by or on behalf of a Lessee to secure such Lessee’s obligations
under a Lease, in each case to the extent assignable without the consent of a third party.




“Secured Obligations” has the meaning specified in the Aircraft Mortgage.




“Secured Parties” has the meaning specified in the Aircraft Mortgage.




- 145 -









 





Schedule 1




TO FAA LEASE SECURITY ASSIGNMENT (MSN [_____])



DESCRIPTION OF LEASE AGREEMENTS




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EXHIBIT F-1

AIRCRAFT MORTGAGE AND SECURITY AGREEMENT




NOTICE OF [RELEASE, DISCHARGE AND NEW] SECURITY

ASSIGNMENT [AND AGREEMENT OF QUIET ENJOYMENT]




			
	[From:	 	Wells Fargo Bank Northwest, National Association, as First Lien Security Trustee, Second
Lien Security Trustee, Third Lien Security Trustee and Fourth Lien Security Trustee
(collectively, the “2009 Security Trustees”)]


[INTERNATIONAL LEASE FINANCE CORPORATION] [INSERT NAME OF LESSOR IF NOT ILFC] (“Lessor”)


Wells Fargo Bank Northwest, National Association, as 2010 Security Trustee







			
	To:	 	[NAME OF AIRLINE] (“Lessee”)







			
	Date:	 	[_______________]







			
	Re:	 	Each Aircraft Lease Agreement between Lessee and Lessor dated as of date listed on Schedule 1 attached to this Notice (as
amended, supplemented or otherwise modified, each a “Lease”) relating to the corresponding aircraft listed on Schedule 1
(each an “Aircraft” and collectively, the “Aircraft”)






Ladies and Gentlemen:1



A.       The [2009 Security Trustees hereby give you notice that:




          (i) as of August [20], 2010, the Aircraft has been released from International Lease Finance
Corporation’s (“ILFC’s”) senior secured credit facilities provided by AIG Funding, Inc. (with
funding provided to AIG Funding, Inc. by The Federal Reserve Bank of New York) pursuant to that
certain Credit Agreement dated as of October 13, 2009, and that certain Amended and Restated Credit
Agreement dated as of October 13, 2009 (collectively, the “2009 Facility”);




          (ii) all security assignments, security interests, charges, hypotecs and other encumbrances
and liens with respect to the Aircraft or the Lease in favor of the 2009 Security Trustees under
the 2009 Facility, including without limitation under that certain Aircraft Mortgage and Security
Agreement dated as of October 13, 2009 among ILFC, various affiliates of ILFC, the Security
Trustees and The Federal Reserve Bank of New York, have been terminated, released and discharged
effective as of August 20, 2010;




          (iii) any and all payments due under the Lease shall cease to be paid to the following
account:






 




			
	1	Brackets indicate optional provisions.






- 147 -









 











[INSERT ACCOUNT DETAILS FROM PRIOR NOTICE – below is the normal ILFC collection account –
change for ILFC Ireland or other subsidiary lessor]




			
	        Account No.:	 	806031357







			
	        Account Name:	 	International Lease Finance Corporation Collection A/C

JPMorgan Chase Bank, N.A.

New York, NY


ABA#: 021000021






          (iv)   effective immediately, any and all payments due under the Lease shall now be paid to the
following account until otherwise notified by Lessor and/or International Lease Finance
Corporation:





          [INSERT ACCOUNT DETAILS PER THE LEASE – below is the normal ILFC account – change for ILFC
Ireland]




          International Lease Finance Corporation




			
	          Account No.:	 	910-274-9067

JPMorgan Chase Bank

270 Park Avenue

New York, New York 10017


ABA#: 021000021





B.]      Lessor hereby gives you notice that:




          (i)   by that certain Aircraft Mortgage and Security Agreement and Guaranty (the “Aircraft
Mortgage”), dated as of August 11, 2010, and made between the parties named therein including
Lessor and WELLS FARGO BANK NORTHWEST, N.A., as the Security Trustee (the “2010 Security Trustee”),
Lessor has assigned to the 2010 Security Trustee, by way of security, all its right, title and
interest in and to the Lease and the proceeds thereof, including certain insurance proceeds (the
“Security Assignment”), which security secures repayment of certain notes issued by ILFC under an
indenture with the indenture trustee described below;




          (ii)   the 2010 Security Trustee is a “LESSOR’s Lender” and/or “OWNER’s Lender”, as
applicable, as defined under the Lease. Notwithstanding any contrary provision in the Lease, WELLS
FARGO BANK NORTHWEST, N.A., as Security Trustee, shall be the loss payee, a contract party and an
additional insured on all hull, liability and war risk policies of insurance required to be
maintained pursuant to the Lease. [The Bank of New York Mellon Trust Company, N.A., as indenture
trustee for the holders of notes issued by ILFC, will also be a contract party and an additional
insured on all such hull, liability and war risk policies of insurance]; and






- 148 -









 









          (iii)   if the 2010 Security Trustee issues to you a notice that it is exercising remedies under
and in accordance with the Aircraft Mortgage (a “Relevant Notice”), you are hereby
instructed to pay all rentals and any and all other amounts payable by you to Lessor under the
Lease after receipt of such notice to the bank account specified by the 2010 Security Trustee in
the Relevant Notice.




          (iv)   The instructions contained in this paragraph are irrevocable except pursuant to a notice
to you from the 2010 Security Trustee.



C. In consideration of your providing the Acknowledgment requested below, the 2010 Security Trustee
hereby agrees with you as follows with respect to the Lease:




          (i)   so long as no “Event of Default” under such Lease (as defined in such Lease) has occurred
and is continuing, neither the 2010 Security Trustee nor any Person [lawfully] claiming by, through
or on behalf of it will take any action or cause any action, that would interfere with the
possession, use and quiet enjoyment of [and other rights of the Lessee with respect to] the
Aircraft [or Collateral related thereto and all rents, revenues, profits and income therefrom,
including, the right to enforce manufacturers’ warranties, the right to apply or obtain insurance
proceeds for damage to the Aircraft to the repair of the Aircraft [or otherwise] as provided in
such Lease and the right to engage in pooling, subleasing and similar actions, in each case] in
accordance with the terms of such Lease. Without limiting the foregoing, the 2010 Security Trustee
agrees that as and to the extent it receives and is entitled to retain the Security Deposit or
Reserves under and as defined in a Lease, it will hold and apply them in accordance with the
provisions of such Lease2; and




          (ii)   the 2010 Security Trustee agrees that any lien the 2010 Security Trustee may have upon
any Engine or Part (as such capitalized terms are defined in any Lease) will be released and
discharged, without further act contemporaneously with title to such Engine or Part transferring to
you pursuant to the terms of the Lease.




          Please acknowledge receipt of this notice to the 2010 Security Trustee and Lessor on the
enclosed Acknowledgment, it being provided hereby that your signature on such Acknowledgment shall
confirm your acknowledgment of and agreement for the benefit of the 2010 Security Trustee that the
2010 Security Trustee shall not be bound by, nor have any liability to you for the performance of,
any of the obligations of Lessor under the Lease save and to the extent set forth above or
otherwise expressly agreed in writing by the 2010 Security Trustee with you. You are hereby
irrevocably authorized to assume the obligations expressed to be assumed by you under the enclosed
Acknowledgment to the effect that, so far as the same would otherwise be incompatible with the
Lease, your obligations to us under the Lease shall be modified accordingly.




          This notice shall be governed by and construed in accordance with [California] [New York]
[English] law.






 




			
	2	 	This provision may be deleted if ILFC has
previously agreed a form of Quiet Enjoyment Letter which will be provided to
such Lessee






- 149 -









 









Very truly yours,




[WELLS FARGO BANK NORTHWEST, NATIONAL

ASSOCIATION, not in its individual capacity but solely

as First Lien Security Trustee, Second Lien Security Trustee,

Third Lien Security Trustee and Fourth Lien Security Trustee]



By:_________________________________



Name:_______________________________



Title:________________________________



[INTERNATIONAL LEASE FINANCE CORPORATION]

[INSERT NAME OF LESSOR IF NOT ILFC] (“Lessor”)



By:__________________________________



Name:________________________________



Title:_________________________________




WELLS FARGO BANK NORTHWEST, NATIONAL

ASSOCIATION, not in its individual capacity but solely as

2010 Security Trustee



By:__________________________________



Name:________________________________



Title:_________________________________










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EXHIBIT F-2



FORM OF LESSEE ACKNOWLEDGMENT



 
			
	From:	  [LESSEE] (the “Lessee”)






			
	To:	 	WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, as Security
Trustee (the “2010 Security Trustee”)






			
		 	[INTERNATIONAL LEASE FINANCE CORPORATION [change if subsidiary lessor] (“Lessor”)]






Ladies and Gentlemen:



We acknowledge receipt of a Notice of [Release, Discharge and New] Security Assignment [and
Agreement of Quiet Enjoyment] dated ________, 20__ (the “Assignment Notice”), relating to the
assignment by Lessor to the 2010 Security Trustee by way of security of each of the Aircraft Lease
Agreements entered into between Lessee and Lessor dated as of the date listed on Schedule 1
attached to this Acknowledgment (as amended, supplemented and modified, collectively the “Leases”)
relating to the corresponding aircraft listed on Schedule 1 pursuant to the Aircraft Mortgage. Any
and all initially capitalized terms used herein shall have the meanings ascribed thereto in the
Assignment Notice, unless specifically defined herein.



We acknowledge that Lessor has advised us that the intent and effect of the Security Assignment is
to assign by way of security to the 2010 Security Trustee all rights, title and interest of Lessor
under the Leases. In consideration of the provision of the quiet enjoyment undertaking set forth
in the Assignment Notice and the payment to us of US$1, receipt of which we hereby acknowledge, we
hereby agree as follows:





          1.          We will comply with the provisions of the Assignment Notice. [If the Lessee’s lease
provides for additional terms, they will be included here and the Lessor and the 2010
Security Trustee will countersign the letter].




	 	2.	 	This acknowledgment shall be governed by and construed in
accordance with the law governing the Lease.

	 
	 	3.	 	Delivery of an executed signature page of this Acknowledgment by
telecopy or e-mail will be effective as delivery of a manually executed
signature page of such acknowledgment. This Acknowledgment may be executed in
one or more counterparts, each of which will be deemed to be an original and all
of which together will be deemed to be on and the same instrument.






- 151 -









 










Very truly yours,



[LESSEE]




	 	 	 
	By:
	 	 
	 
	 	 







	 	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 

	 
	Title:
	 	 	 	 
	 

	 	 

	 
	Date:
	 	 	 	 
	 

	 	 

	 









- 152 -









 








EXHIBIT G




FORM OF INTERCREDITOR AGREEMENT




- 153 -









 





EXHIBIT H




FORM OF GRANTOR REQUEST AND ASSUMPTION AGREEMENT





- 154 -











 





EXHIBIT I




FORM OF ACCOUNT CONTROL AGREEMENT



CASH COLLATERAL ACCOUNT CONTROL AGREEMENT



August ___, 2010



Banc of America Securities LLC

Mutual Fund Operations, NC1-004-03-45

200 North College Street

Charlotte, NC 28255



Whereas, International Lease Finance Corporation (“Pledgor”) has granted to Wells Fargo Bank
Northwest, National Association, as Security Trustee (“Pledgee”), for the benefit of the Secured
Parties, a security interest in Account number [•] (the “Cash Collateral Account”), held by Banc of
America Securities LLC (the “Securities Intermediary”) together with all financial funds,
investments, instruments, assets, investment property, securities, cash and other property now or
hereafter held therein, and the proceeds thereof, including without limitation dividends payable in
cash or stock and shares or other proceeds of conversions or splits of any securities in the Cash
Collateral Account (collectively, the “Collateral”). Pledgor, Pledgee and the Securities
Intermediary agree that the Cash Collateral Account is a “securities account” within the meaning of
Article 8 of the Uniform Commercial Code of the State of New York (the “UCC”) and that all
Collateral held in the Cash Collateral Account will be treated as a “financial asset” within the
meaning of Section 8-102(a)(9) of the UCC.



Whereas, the grant of security interest described above is pursuant to that certain Aircraft
Mortgage and Security Agreement and Guaranty dated as of August 11, 2010 among the Pledgor, ILFC
Ireland Limited, ILFC (Bermuda) III, Ltd., the additional grantors referred to therein, and the
Pledgee (the “Security Agreement”).



Terms used but not defined herein shall have the meaning set forth in the Security Agreement.



In connection therewith, the parties hereto agree (which agreement by the Pledgor will be construed
as instructions to the Securities Intermediary):





	1.	 	The Securities Intermediary is instructed to register the pledge on its books. Securities
Intermediary shall hold all certificated securities that comprise all or part of the
Collateral with proper endorsements to the Securities Intermediary or in blank, or will
deliver possession of such certificated securities to the Pledgee. The Securities
Intermediary acknowledges the security interest granted by the Pledgor in favor of the Pledgee
in the Collateral.







 - 155 - 









 






	2.	 	The Securities Intermediary represents, warrants and agrees that the Cash Collateral Account
(i) has been established and is and will be maintained with the Securities Intermediary on its
books and records and (ii) is and will be a “securities account” (as defined in Section
8-501(a) of the UCC) in respect of which the (A) Securities Intermediary is a “securities
intermediary” (as defined in Section 8-102(a)(14) of the UCC), (B) the Pledgor is the
“entitlement holder” (as defined in Section 8-102(a)(7) of the UCC) of the Cash Collateral
Account subject to the “control” (as defined in Section 8-106 of the UCC) of the Pledgee, (C)
the “securities intermediary’s jurisdiction” (as defined in Section 8-110(e) of the UCC) of
the Securities Intermediary in respect of the Cash Collateral Account is New York and (D) all
financial assets carried in the Cash Collateral Account will have been duly credited thereto
in compliance with Section 8-501 of the UCC.







	3.	 	The Securities Intermediary is instructed to deliver to the Pledgee copies of monthly
statements on the Cash Collateral Account.







	4.	 	The Cash Collateral Account will be styled: “International Lease Finance Corporation Cash
Collateral Account for Wells Fargo Bank Northwest, National Association”.







	5.	 	All dividends, interest, gains and other profits with respect to the Cash Collateral Account
will be reported in the name and tax identification number of the Pledgor.







	6.	 	The Securities Intermediary may not, without the prior written consent of Pledgee, deliver,
release or otherwise dispose of the Collateral or any interest therein unless the proceeds
thereof are held or reinvested in the Cash Collateral Account as part of the Collateral or
applied by Securities Intermediary to the satisfaction of an Unsubordinated Obligation (as
defined below) owed to it. Except for such limitation and unless and until the Securities
Intermediary receives and has a reasonable period of time to act upon written notice from the
Pledgee which states that Pledgee is exercising exclusive control over the Cash Collateral
Account (a “Notice of Exclusive Control”), the Securities Intermediary may comply with any
investment orders or instructions from Pledgor concerning the Cash Collateral Account. A
Notice of Exclusive Control (Exhibit A) may be delivered by the Pledgee at any time upon the
occurrence and continuance of an Event of Default, and shall designate the account, person or
other location to which the financial assets in the Cash Collateral Account, and cash
dividends, interest, income, earnings and other distributions received with respect thereto,
shall thereafter be delivered. As between Pledgor and Pledgee, Pledgee agrees not to deliver
a Notice of Exclusive Control until the occurrence of an Event of Default (as defined in the
Security Agreement) that is continuing. For the avoidance of doubt, Securities Intermediary
shall have no responsibility for monitoring or determining whether an Event of Default has
occurred or is continuing.







 - 156 - 









 






	7.	 	The Pledgor authorizes the Securities Intermediary, and the Securities Intermediary agrees,
to comply with any order or instruction from Pledgee concerning the Cash Collateral Account,
including an order or instruction directing sale, transfer (to the extent that the Collateral
is transferable), release or redemption of all or part of the Collateral and the remittance of
the proceeds thereof, if any, to Pledgee or as otherwise instructed by the Pledgee, without
further consent by the Pledgor. Securities Intermediary shall have no responsibility or
liability to Pledgor for complying with any order or instruction, whether oral or written,
concerning the Cash Collateral Account, the Collateral, any interest therein, or the proceeds
thereof originated by Pledgee and shall have no responsibility to investigate the
appropriateness of any such order or instruction, even if Pledgor notifies Securities
Intermediary that Pledgee is not legally entitled to originate any such order or instruction.
Securities Intermediary shall have no responsibility or liability to Pledgee for complying
with any order or instruction, whether oral or written, concerning the Cash Collateral
Account, the Collateral, any interest therein, or the proceeds thereof originated by Pledgor
except to the extent such compliance would cause Securities Intermediary to violate (i)
paragraph 6 hereof or (ii) written orders or instructions previously received from Pledgee,
including without limitation, a Notice of Exclusive Control, but only to the extent Securities
Intermediary has had reasonable opportunity to act thereon. Securities Intermediary shall be
able to rely upon any notice, order or instruction that it reasonably believes to be genuine.
Securities Intermediary shall have no responsibility or liability to Pledgee with respect to
the value of the Cash Collateral Account or any of the Collateral. This Agreement does not
create any obligation or duty on the part of Securities Intermediary other than those
expressly set forth herein.







	8.	 	The Pledgor agrees to indemnify and hold the Securities Intermediary, its directors,
officers, employees, and agents harmless from and against any and all claims, causes of
action, liabilities, losses, lawsuits, demands, damages, costs and expenses, including without
limitation court costs and reasonable attorneys’ fees and expenses and allocated costs of in
house counsel, that may arise out of or in connection with this Agreement or any action taken
or not taken pursuant hereto, except to the extent caused by Securities Intermediary’s gross
negligence or willful misconduct. The obligations of the Pledgor set forth in this paragraph
8 shall survive the termination of this Agreement.







	9.	 	The Securities Intermediary is instructed that the Cash Collateral Account is to remain a
“cash account” within the meaning of Regulation T issued by the Board of Governors of the
Federal Reserve System. The Securities Intermediary represents that it has not received
notice regarding any lien, encumbrance or other claim to the Collateral or the Cash Collateral
Account from any other person and has not entered into an agreement with any third party to
act on such third party’s instructions without further consent of the Pledgor. The Securities
Intermediary further agrees not to enter into any such agreement with any third party.







 - 157 - 









 






	10.	 	The Securities Intermediary subordinates to the lien and security interest of the Pledgee any
right of setoff, encumbrance, security interest, lien or other claim that it may have against
the Collateral, except for any lien, claim, encumbrance or right of set off against the Cash
Collateral Account for (i) customary commissions and fees arising from permitted trading
activity within the Cash Collateral Account, and (ii) payment owed to Securities Intermediary
for open trade commitments for the purchase and/or sale of financial assets in and for the
Cash Collateral Account (the “Unsubordinated Obligations”).







	11.	 	To the extent a conflict exists between the terms of this Agreement and any account agreement
between the Pledgor and the Securities Intermediary, the terms of this Agreement will control,
provided that this Agreement shall not alter or affect any mandatory arbitration
provision currently in effect between Securities Intermediary and Pledgor.







	12.	 	The terms of this Agreement may not be modified except by a writing signed by all parties
hereto.







	13.	 	Securities Intermediary reserves the right, unilaterally, to terminate this Agreement, such
termination to be effective thirty (30) days after written notice thereof is given to Pledgor
and Pledgee. At the end of such thirty (30) day period, Securities Intermediary will deliver
all assets held in the Cash Collateral Account to Pledgee unless Pledgee and Pledgor deliver
joint instructions to Securities Intermediary during such thirty (30) day period to deliver or
transfer the assets held in the Cash Collateral Account to another party or securities
intermediary. In the event that it is not possible or practicable, in the judgment of the
Securities Intermediary, to transfer the Collateral or deliver the Collateral to any other
party, the Securities Intermediary will sell such assets and deliver the proceeds according to
the instructions provided by the Pledgee or the joint instructions given by the Pledgee and
Pledgor. Nothing set forth in this provision shall be deemed to limit the right of Pledgee to
issue orders or instructions to the Securities Intermediary pursuant to paragraph 6 hereof.
Pledgee may terminate this Agreement by giving notice to Securities Intermediary and Pledgor.
Termination shall not affect any of the rights or liabilities of the parties hereto incurred
before the date of termination.







	14.	 	This Agreement sets forth the entire agreement of the parties with respect to the subject
matter hereof, and, subject to paragraph 10 above, supersedes any prior agreement and
contemporaneous oral agreements of the parties concerning its subject matter.







	15.	 	Except as otherwise expressly provided herein, any notice, order, instruction, request or
other communication required or permitted to be given under this Agreement shall be in writing
and may be delivered in person, sent by facsimile or other electronic means if







 - 158 - 









 






	 	 	electronic confirmation of error free receipt is received, or sent by United States mail,
postage prepaid, addressed to the party at the address set forth below.

	 
	16.	 	The Securities Intermediary will be excused from failing to act or delay in acting, and no
such failure or delay shall constitute a breach of this Agreement or otherwise give rise to
any liability of the Securities Intermediary, if (i) such failure or delay is caused by
circumstances beyond the reasonable control of the Securities Intermediary, including without
limitation legal constraint, emergency conditions, action or inaction of governmental, civil
or military authority, terrorism, fire, strike, lockout or other labor dispute, war, riot,
theft, flood, earthquake or other natural disaster, breakdown of public or private or common
carrier communication or transmission facilities, equipment failure, or act, negligence or
default of Pledgor or (ii) such failure or delay resulted from Securities Intermediary’s
reasonable belief that the action would have violated any guideline, rule or regulation of any
governmental authority.

	 
	17.	 	Pledgor agrees to pay Securities Intermediary, upon receipt of Securities Intermediary’s
invoice, all reasonable costs, expenses and attorneys’ fees incurred in the preparation and
administration of this Agreement (including any amendments hereto or instruments or agreements
required hereunder). Pledgor agrees to pay Securities Intermediary, upon receipt of
Securities Intermediary’s invoice, all reasonable costs, expenses and attorneys’ fees incurred
by Securities Intermediary in connection with the enforcement of this Agreement or any
instrument or agreement required hereunder, including without limitation any reasonable costs,
expenses, and fees arising out of the resolution of any conflict, dispute, motion regarding
entitlement to rights or rights of action, or other action to enforce Securities
Intermediary’s rights hereunder in a case arising under Title 11, United States Code. This
paragraph 16 shall survive termination of this Agreement.

	 
	18.	 	Notwithstanding any of the other provisions of this Agreement, in the event of the
commencement of a case pursuant to Title 11, United States Code, filed by or against Pledgor,
or in the event of the commencement of any similar case under then applicable federal or state
law providing for the relief of debtors or the protection of creditors by or against Pledgor,
Securities Intermediary may act as Securities Intermediary deems necessary to comply with all
applicable provisions of governing statutes and Pledgor shall not assert any claim against
Securities Intermediary for so doing.

	 
	19.	 	If any term or provision of this Agreement shall be invalid or unenforceable, the remainder
of this Agreement, or the application of such term or provision to persons or circumstances
other than those to which it is held invalid or unenforceable, shall be construed in all
respects as if such invalid or unenforceable term or provision were omitted.







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	20.	 	This Agreement may be executed in counterparts, each of which shall be an original, and all
of which shall constitute one and the same agreement.

	 
	21.	 	This Agreement shall be governed and construed in accordance with the law of the State of New
York excluding choice of law principles that would require application of the laws of a
jurisdiction other than the State of New York.






*      *      *      *      *      *





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IN WITNESS WHEREOF, the Pledgor and the Pledgee have agreed to the terms of this Agreement as of
the date indicated above.




	 	 	 

	PLEDGOR:

	 	PLEDGEE:
	 
	 	 
	INTERNATIONAL LEASE FINANCE

	 	WELLS FARGO BANK NORTHWEST, 
	CORPORATION

	 	NATIONAL ASSOCIATION, as Security
	 

	 	Trustee






	 	 	 	 	 	 	 

	By:

	 	 	 	 By:	 	 
	 

	 	 
	 	 	 	 





	 	 	 	 	 	 	 

	Name:

	 	 	 	 Name:	 	 
	 

	 	 
	 	 	 	 





	 	 	 	 	 	 	 

	Title:

	 	 	 	Title:	 	 
	 

	 	 
	 	 	 	 





	 	 	 	 	 	 	 

	Telephone No.:

	 	 	 	 Telephone No.:	 	 
	 

	 	 
	 	 	 	 





	 	 	 

	Address:

	 	Address:
	 
	10250 Constellation Blvd., Suite 3400

	 	299 South Main Street, 12th floor
	Los Angeles, CA 90067

	 	Salt Lake City, Utah 84111
	Attention: Treasurer with a copy to the General

	 	Attention: Corporate Lease Group
	Counsel

	 	Facsimile No. (801) 246-5053
	Facsimile No. (310) 788-1990
	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	Date:

	 	 	 	 	,	 	 	 	2010	 	 	Date:
	 	 	 	 	,	 	 	 	2010	 







 - 1 - 









 




Acknowledged and Agreed to:



SECURITIES INTERMEDIARY




BANC OF AMERICA SECURITIES LLC




	 	 	 	 	 

	By:
	 	 	 	 
	 

	 	 

	 	 






	 	 	 	 	 

	Name:
	 	 	 	 
	 

	 	 

	 	 






	 	 	 	 	 

	Title:
	 	 	 	 
	 

	 	 

	 	 






	 	 	 	 	 

	Date:
	 	 	 	 
	 

	 	 

	 	 






Banc of America Securities LLC

Mutual Fund Operations, NC1-004-03-45

200 North College Street

Charlotte, NC 28255

Facsimile No. (704) 335-6727





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Exhibit A




[Letterhead of the Pledgee]



[Date]



BY FACSIMILE TRANSMISSION




((704) 335-6727) AND CERTIFIED MAIL




Banc of America Securities LLC

Mutual Fund Operations

NC1-004-03-45

200 North College Street

Charlotte, NC 28255



Re: International Lease Finance Corporation

Account No. [•]




NOTICE OF EXCLUSIVE CONTROL



Ladies and Gentlemen:



As referenced in the Cash Collateral Account Control Agreement, dated as of August [•] 2010, among
International Lease Finance Corporation, as Pledgor, Wells Fargo Bank Northwest, National
Association, as Collateral Agent for the Secured Parties, as Pledgee, and Banc of America
Securities LLC, as Securities Intermediary, we hereby give you notice of our exclusive control over
securities account number [•] (the “Cash Collateral Account”) and all financial assets
credited thereto. You are hereby instructed not to accept any direction, instruction or
entitlement order with respect to the Cash Collateral Account or the financial assets credited
thereto from any person other than the undersigned.



You are hereby instructed to [deliver][invest] the financial assets in the Cash Collateral Account
and cash dividends, interest, income, earning, and other distributions received with respect
thereto, as follows:




	 	 	 	 	 

	 

	 	[                                                            
	 	 
	 
	 	 	 	 
	 

	 	                                                            
	 	 
	 
	 	 	 	 
	 

	 	                                                            
	 	 
	 
	 	 	 	 
	 

	 	                                                            ]
	 	 







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	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK NORTHWEST,	 	 
	 	 	NATIONAL ASSOCIATION., as Security	 	 
	 	 	Trustee	 	 
	 
	 	 	 	 	 	 
	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 

	 	 







			
	cc:	 	International Lease Finance Corporation








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